LORECOM TECHNOLOGIES INC, SB-2/A, 1999-06-25

LORECOM TECHNOLOGIES INC
SB-2/A, 1999-06-25
COMMUNICATIONS SERVICES, NEC

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON June 25, 1999
REGISTRATION NO. 333-76451

- -------------------------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------

Amendment No. 2
to
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------

LORECOM Technologies, Inc.
(Name of small business issuer in its charter)

OKLAHOMA 443112 73-1548771
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<S> <C> <C>
(STATE OR JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>

LORECOM Technologies, Inc. Joseph O. Evans
12101 North Meridian 12101 North Meridian
Oklahoma City, Oklahoma 73120 Oklahoma City, Oklahoma 73120
Telephone: (405) 748-8888 Telephone: (405) 748-8888
Facsimile: (405) 516-2345 Facsimile: (405) 516-2345

(ADDRESS AND TELEPHONE NUMBER OF (NAME, ADDRESS AND TELEPHONE
PRINCIPAL EXECUTIVE OFFICES AND NUMBER OF AGENT FOR SERVICE)
PRINCIPAL PLACE OF BUSINESS)

-------------------
Copies to:

David J. Ketelsleger, Esq. Mark A. Robertson, Esq.
McAfee & Taft A Professional Corporation Robertson & Williams
Tenth Floor, Two Leadership Square 3033 N.W. 63rd
211 North Robinson Suite 160
Oklahoma City, Oklahoma 73102 Oklahoma City, Oklahoma 73116
Telephone: (405) 235-9621 Telephone: (405) 848-1944
Facsimile: (405) 235-0439 Facsimile: (405) 843-6707

Approximate date of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

-------------------

CALCULATION OF REGISTRATION FEE

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TITLE OF EACH CLASS OF DOLLAR PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF
REGISTERED REGISTERED SHARE OFFERING PRICE REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value (1) (1) $19,200,000(2) $5,338
per share...............
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Omitted pursuant to Rule 457(o).
(2) Estimated solely for the purpose of calculating the registration fee.

The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.

<PAGE> 2

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY PROSPECTUS

June 25, 1999

[LORECOM Technologies, Inc. LOGO]

1,600,000 SHARES OF COMMON STOCK

LORECOM Technologies, Inc.
12101 North Meridian
Oklahoma City, Oklahoma 73120
Telephone: (405) 748-8888

This is our initial public offering, and no public market currently exists
for our shares. The offering price may not reflect the market price of our
shares after the offering.

Proposed Trading Symbol:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
PRICE TO PUBLIC UNDERWRITING DISCOUNTS PROCEEDS TO LORECOM
-----------------------------------------------------------------------------------------------------
MINIMUM MAXIMUM MINIMUM MAXIMUM MINIMUM MAXIMUM
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Per share............ $10.00 $12.00 $.80 $.96 $9.20 $11.04
- ---------------------------------------------------------------------------------------------------------------------------
Total................ $16,000,000 $19,200,000 $1,280,000 $1,536,000 $14,720,000 $17,664,000
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

* The underwriter is offering the common stock on a firm commitment basis. The
minimum price per share is expected to be $10.00 and the maximum price per
share is expected to be $12.00.

** If the underwriter exercises in full its 45-day option to purchase up to
240,000 additional shares to cover over-allotments, the totals would be
$18,400,000, $1,472,000 and $16,928,000 for the minimum offering and
$22,080,000, $1,766,400 and $20,313,600 for the maximum offering.

This investment involves a high degree of risk and substantial dilution.
You should only purchase shares if you can afford a complete loss. Before
investing, you should carefully read this prospectus and any supplement, paying
particular attention to the "Risk Factors" beginning on page 4.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

CAPITAL WEST SECURITIES, INC.
<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<S> <C> <C>
A summary of our goals, strategy, Summary...................................
financial 1
history and other factors relevant to your About LORECOM............................. 1
investment decision. Our Business and Growth Strategy.......... 2
The Offering.............................. 2
Summary Financial Data.................... 3

Important factors you should consider Risk Factors..............................
before 4
investing. Forward-Looking Statements................ 7

A selection of our financial information Summary Combined Financial Information....
and 7
information regarding use of proceeds and Unaudited Pro Forma Combined Financial
dilution. Statements................................ 14
Capitalization............................ 20
Use of Proceeds........................... 20
Dilution.................................. 21

About LORECOM and our relationships with Business.................................. 22
the interconnect partners. LORECOM's Business and Growth Strategy.... 22
The Market................................ 23
Products and Services..................... 24
The Interconnect Partners................. 25
The Acquisitions.......................... 27
Fairness Opinion of Houlihan Smith &
Company, Inc. ....................... 29
Competition............................... 29
Property.................................. 30
Employees................................. 30
Legal Proceedings......................... 30
Where You Can Find More Information....... 30

Our plan of operations during the first Management's Plan of Operation............ 32
12 months. Overview.................................. 32
Purpose of Organization................... 32
Plan of Operation......................... 32
Impact of Year 2000 Issues................ 33

About our directors, executive officers, Management and Principal Stockholders..... 35
significant employees and principal Directors, Executive Officers and
Significant
stockholders. Employees................................. 35
Compensation.............................. 37
Employment Agreements with Executive
Officers............................. 38
Deferred Compensation and Stock Incentive
Plans................................ 38
Limitation on Directors' and Officers'
Liability............................ 40
Ownership of Management and Principal
Stockholders......................... 41
Certain Relationships and Related
Transactions......................... 42
</TABLE>

-i-
<PAGE> 4

<TABLE>
<S> <C> <C>
The common stock. Description of Common Stock............... 44
About the Common Stock.................... 44
Dividend Policy........................... 45
Market for Common Stock and Shares
Eligible for Future Sale............. 45
Transfer Agent............................ 46

About the underwriters, the accountants, The Underwriter and the Plan of
Distribution......................... 46
and the validity of the common stock. The Underwriting Agreement................ 46
Determining the Offering Price............ 48
Experts................................... 48
Validity of Common Stock.................. 49

Financial information about Index to Financial Statements............. F-1
LORECOM and our partners.
</TABLE>

-ii-
<PAGE> 5

SUMMARY

This section is only a summary and does not contain all the information
that may be important to you. You should read the more detailed information
contained later in this prospectus and all other information relating to this
offering at the sources identified in the paragraph "Where you can find more
information" on page 32. In addition to the information in this summary, more
detailed information and financial statements appear throughout this prospectus.
You should review all of these documents thoroughly before making your
investment decision. Unless we indicate otherwise, the information we provide in
this prospectus gives effect to the acquisition of the interconnect companies,
reflects a 2,850-for-one stock split and cancellation of certain shares, both
effected on April 9, 1999, and assumes that the underwriter's over-allotment
option is not exercised.

ABOUT LORECOM

On September 4, 1998, LORECOM incorporated under the name Advantage
Business Solutions, Inc. Advantage was formed to consolidate the operations of
certain interconnect companies in Oklahoma. On March 17, 1999, Advantage changed
its name to The Alliance Group, Inc. On May 12, 1999, Alliance changed its name
to LORECOM. Unless we state otherwise, when we refer to LORECOM we are also
referring to Alliance and Advantage.

When we complete this offering, we plan to acquire thirteen interconnect
companies. Typically, interconnect companies:

- Sell, install and maintain a customer's telephone equipment and connect
that equipment to the public telephone network;

- Represent customers before local and long distance providers in
determining local and long distance service requirements; and

- Sell and install software applications for telephone systems that enhance
the features and functions of the telephone equipment.

Customer telephone equipment includes all telecommunications equipment
located at the customer's office. This equipment normally consists of the
telephone system, the telephones, the cabling system on the customer's premises,
the telephone company's lines that connect the customer's telephone system to
the public network and dedicated lines used for transmitting high-speed data or
voice traffic between the customer's equipment and public or private networks.

We believe that interconnect companies enjoy the respect of both customers
and telephone companies. The interconnect company is the customer's telephone
equipment expert.

LORECOM identifies the thirteen interconnect companies it is acquiring as
"partners." We will acquire ten of the companies through mergers and three
companies through asset acquisitions. The issued and outstanding stock of the
merging companies will be converted into cash and common stock of LORECOM. Three
companies will sell their assets to us in exchange for cash and LORECOM common
stock. The number of shares of common stock issued in the acquisitions depends
on the initial public offering price of the common stock. We estimated the
number of shares of common stock issued in the acquisitions to be approximately
380,682 based on an assumed initial public offering price of $11.00 per share.
Houlihan Smith & Company, Inc., a National Association of Securities Dealers
member and independent investment banker, has delivered an opinion to us and our
shareholders that the consideration to be paid for each of the interconnect
partners is fair from a financial point of view. After joining LORECOM, each of
the partners will continue operating under its own name through 1999. Initially,
the partners will also continue to be primarily responsible for their individual
businesses and will maintain their business relationships with existing
customers. Presently, LORECOM has no significant business operations other than
its efforts to complete this offering and acquire the thirteen interconnect
companies.

1
<PAGE> 6

OUR BUSINESS AND GROWTH STRATEGY

According to the 1998 MultiMedia Telecommunications Market Review and
Forecast, in 1997, U.S. customers spent over $400 billion on telecommunications
equipment, software and services. Upon acquisition of the interconnect partners,
we will control approximately $18 million of the total market. We intend to
increase our total market share by acquiring interconnect companies in states
contiguous to Oklahoma. We expect to benefit from economies of scale as we
consolidate the acquired companies. Our expanded customer base will provide us a
readily accessible market to distribute new telecommunication products and
services not presently offered by the interconnect partners, such as long
distance service and other voice, video and data products and services. LORECOM
will provide its customers an efficient and coordinated means of connecting them
to voice and data networks. This means that LORECOM will become the bridge
between the large network providers and the small to medium business market. As
we grow, we expect to negotiate better terms with providers of local access,
long distance, Internet access, and data communications. We also expect to
negotiate greater discounts and increased levels of marketing and technical
support with the equipment vendors. We expect that our results of operations
will improve as economics of scale permit us to increase sales and profit
margins.

Customer service is paramount to maintaining the trusted position
interconnects enjoy with customers and the benefits of economies of scale.
LORECOM expects to maintain its customers' loyalty through the installation of a
customer support center, Internet access to LORECOM services and support, and
professional training for our customer service representatives.

THE OFFERING

Common stock offered by LORECOM......... 1,600,000 shares.

Common stock to be outstanding after
this offering........................... shares.

Use of proceeds......................... Assuming an offering price to the
public of $11.00 per share, we
expect to have net proceeds of
approximately $14.9 million. We
plan to use the net proceeds to pay
the cash portion of the purchase
price for the interconnect
partners, to retire indebtedness
incurred to finance the
acquisitions and this offering, to
purchase management information
systems, for future acquisitions
and for general corporate purposes.

Proposed Symbol...............

2
<PAGE> 7

SUMMARY FINANCIAL DATA

Each of the interconnect partners will either merge with or sell its assets
to a newly formed, wholly-owned subsidiary of LORECOM. The acquisitions will
occur concurrently with the completion of this offering. The following unaudited
pro forma combined summary financial data presents certain data for LORECOM, for
the interconnect partners on an historical combined basis and for LORECOM on a
pro forma combined basis, as adjusted to give effect to the acquisitions and the
offering and the application of the proceeds therefrom. For more information,
you should read the Unaudited Pro Forma Combined Financial Statements and notes
beginning on page 14.

<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31
YEAR ENDED ----------------------------------------------------
DECEMBER 31, 1998 1998(1) 1999
-------------------------------------- ------------ -------------------------------------
INTERCONNECT INTERCONNECT INTERCONNECT
PARTNERS PRO FORMA PARTNERS PARTNERS PRO FORMA
HISTORICAL AS HISTORICAL HISTORICAL AS
COMBINED LORECOM ADJUSTED COMBINED COMBINED LORECOM ADJUSTED
------------ --------- ----------- ------------ ------------ --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations Data:
Net sales....................... $17,814,781 $ -- $17,814,781 $3,801,456 $4,613,868 $ 26,436 $4,640,304
Cost of sales................... 8,227,477 -- 8,227,477 1,774,075 2,239,822 26,436 2,266,258
Total cost and expenses......... 17,471,509 113,078 18,389,427 3,860,037 4,585,696 235,158 4,847,834
Income (loss) before income
taxes......................... 343,272 (113,078) (574,646) (58,581) 28,172 (208,722) (207,530)
Income tax expense.............. (108,843) -- (128,403) 6,580 (18,042) -- (7,850)
Net income (loss)............... 234,429 (113,078) (703,049) (52,001) 10,130 (208,722) (215,380)
Net loss per share.............. (.29) (0.09)
Shares used in computing pro
forma per share amounts....... 2,456,632 2,456,632
</TABLE>

- ---------------

(1) LORECOM was not in existence during the three months ended March 31, 1998.

<TABLE>
<CAPTION>
AS OF MARCH 31, 1999
------------------------------------
INTERCONNECT
PARTNERS PRO FORMA
HISTORICAL AS
COMBINED LORECOM ADJUSTED
------------ -------- ----------
<S> <C> <C> <C>
Balance Sheet Data:
Cash and cash equivalents................................. 293,445 28,981 5,306,900
Working capital........................................... 1,206,243 (407,893) 5,936,494
Total assets.............................................. 4,353,540 668,207 21,945,096
Total long-term debt, including current portion........... 848,026 32,221 882,847
Stockholders' equity (deficit)............................ 1,594,331 178,210 18,846,960
</TABLE>

3
<PAGE> 8

RISK FACTORS

Buying our common stock involves a high degree of risk. You should
carefully consider the following risk factors and all other information
contained in this prospectus before buying our common stock. Any of the risk
factors discussed in this prospectus could materially adversely affect our
business, operating results and financial condition and could result in a
complete loss of your investment.

THE TELECOMMUNICATIONS INDUSTRY MAY NOT CHANGE AS WE EXPECT.

If the products and services we represent are not accepted for any reason,
our business will be adversely affected. The market for our products may grow
more slowly than we expect. Technologies, customer requirements and industry
standards may change rapidly. We must improve our products to keep up with these
changes. New or improved products from competitors could make our products less
competitive or obsolete.

WE EXPECT OPERATING EXPENSES WILL INCREASE AND THIS COULD ADVERSELY AFFECT US.

The interconnect partners have been successful in recent years, but we may
not continue their success and profitability. We expect our expenses will
increase substantially as we:

- Increase our sales and marketing activities;

- Develop our products and technology to keep up with the changes in the
telecommunications industry;

- Expand our state and regional markets; and

- Pursue strategic relationships and acquisitions.

We expect the net proceeds from this offering to satisfy our capital
requirements until our next significant acquisition. However, many factors could
cause us to need additional capital sooner. We may not be successful in
expanding our markets and our activities may be more expensive than we currently
expect. We may not experience any revenue growth in the future, and, in fact,
our revenue could decline. As a result, we cannot predict our future operating
results with any degree of certainty.

WE CANNOT GROW SUCCESSFULLY IF WE DO NOT INCREASE SALES TO EXISTING CUSTOMERS.

We plan to grow by selling additional products and services to our existing
customers. We will also introduce new products and services to the partners'
customers. If we cannot coordinate the partners' products and services, or
cross-sell products and services economically, we will not be able to grow
adequately.

We depend on the partners' existing customers for future revenues. If the
partners' customers do not purchase additional products and services, or do not
continue to be customers, our business will be adversely affected. These
customers may not purchase additional products, upgrades or professional
services.

WE ARE A START UP COMPANY.

We were incorporated on September 4, 1998. At March 31, 1999, we had an
accumulated deficit of $321,800, and stockholders' equity of $178,210. We can
provide no assurance that we will continue as a going concern or reduce our
accumulated net deficit. You must evaluate us in light of the uncertainties,
delays, and difficulties and expenses commonly experienced by companies in the
early operating stage, including intense competition. In addition, our future
performance will be subject to factors beyond our control, including general
economic conditions and conditions in the telecommunications industry or
targeted commercial markets.

4
<PAGE> 9

LORECOM AND THE INTERCONNECT PARTNERS HAVE NOT PREVIOUSLY DONE BUSINESS
TOGETHER.

LORECOM has not conducted significant operations except to complete this
offering and the acquisitions. The combined and pro forma combined financial
information provided in this prospectus may not indicate LORECOM's actual
operating results and financial condition for the periods presented if the
acquisitions had occurred on the dates indicated. Until we establish centralized
accounting, management information and other administrative systems, we must
rely on the separate systems of the acquired companies. To be successful, we
must centralize systems, eliminate duplication of functions and integrate the
businesses we acquire. Systems, hardware and software of some partners may be
incompatible with others. Customer and employee turnover occurs regularly during
and after acquisitions.

OUR NEW EXECUTIVE TEAM MAY NOT BE ABLE TO MEET OUR BUSINESS OBJECTIVES.

Almost all of our executive officers, including our nominee for President
and Chief Executive Officer, the Vice President of Operations and Chief
Technical Officer and the Chief Financial Officer have been employed by LORECOM
for a relatively short period of time. Since joining LORECOM, the new management
team has devoted substantial efforts to expanding our sales, marketing and
professional services activities. This management team has not worked together
previously and may not be able to meet our goals.

WE MAY BE UNABLE TO SUCCESSFULLY CLOSE ALL THE ACQUISITIONS OF THE PARTNERS AND
INTEGRATE THE PARTNERS INTO OUR BUSINESS.

We expect to complete the acquisition of the thirteen companies
concurrently with closing this offering. However, each acquisition is subject to
certain closing conditions which may not be met. We cannot assure you that we
will be able to close all thirteen acquisitions. Even if we can, we must then
integrate the businesses and operations of those thirteen companies. If we are
unsuccessful our business may be adversely affected. Additionally, we may never
achieve the anticipated synergies from the acquisition of the partners,
including marketing, distribution or other operational benefits. We may have
difficulties in integrating the partners, because the companies are
geographically separated, have different corporate cultures and have personnel
with different business backgrounds. We could have problems with:

- Retaining the partners' key employees;

- Standardizing sales quotas, territories and incentive compensation plans
for sales personnel; and

- Keeping the partners' customers.

RISKS ARE INVOLVED IN ACQUIRING COMPANIES.

We expect to grow by acquiring more companies. Other companies have similar
goals and may try to acquire the same companies. Many of our competitors have
greater resources than ours and may be willing to pay higher prices than
LORECOM. The stock of larger public companies may be more acceptable to people
who want to sell their companies. Management's attention and resources may focus
on acquisitions and cause a loss of existing business. Additionally, past
operations of, and unanticipated problems with, acquired businesses pose a great
deal of risk. Customer dissatisfaction or performance problems of a single
acquired company could harm LORECOM's reputation generally. We may not succeed
in integrating and profitably managing additional businesses.

We may rely on common stock, cash, notes or other consideration for future
acquisitions. Our ability to use our stock depends on its market value. If we do
not use stock, our ability to raise capital from other sources may be limited.
Significant additional debt could adversely affect LORECOM and the value of the
common stock.

5
<PAGE> 10

OKLAHOMA LAW AND OUR GOVERNING INSTRUMENTS MAY RESTRICT POTENTIAL ACQUISITION
BIDS FOR LORECOM AND ADVERSELY AFFECT OUR OPERATIONS.

Approximately one-third of our board of directors will be elected each
year. Members of the board of directors cannot be removed except for cause. Our
Certificate of Incorporation permits the board of directors to issue preferred
stock with dividend, redemption, conversion and exchange rights selected by the
board without prior approval of LORECOM stockholders. The difficulty of removing
members of the board, and the board's ability to issue preferred stock, could
delay or prevent a change of control of LORECOM. As a result, these provisions
may prevent the market price of LORECOM common stock from reflecting the effects
of actual or rumored takeover attempts. These provisions may also prevent
changes in the management of LORECOM.

Additionally, Oklahoma laws may inhibit potential acquisition bids for
LORECOM. Oklahoma law prevents LORECOM from engaging in a business combination
with any interested stockholder for three years following the date that the
stockholder became an interested stockholder. A business combination includes a
merger or consolidation involving LORECOM and the interested stockholder or the
sale of more than 10% of LORECOM's assets.

If we have 1,000 or more shareholders and meet other conditions, we will be
subject to Oklahoma's control shares act. With exceptions, this act prevents
holders of more than 20% of our stock from voting those shares. This at least
delays the time it takes anyone to gain control of LORECOM. Also, shareholder
action by written consent without a meeting requires unanimous shareholder
consent.

OUR UNDERWRITER HAS LIMITED UNDERWRITING EXPERIENCE.

Capital West Securities, Inc. was first registered as a broker-dealer in
May 1995. Capital West has participated in only nine public equity offerings as
an underwriter, although certain of its employees have had experience in
underwriting public offerings while employed by other broker-dealers.
Prospective purchasers of the securities offered in this prospectus should
consider Capital West's limited underwriting experience in evaluating this
offering.

ADDITIONAL RISK FACTORS DISCUSSED IN OUR PROSPECTUS.

You should consider the additional risk factors set forth in this
prospectus before buying our common stock. In particular, you must understand
that we are in a highly competitive industry. If we cannot compete successfully,
we will be adversely affected. We also have no intention of paying dividends now
or at any time in the foreseeable future. We are also dependent upon certain
vendors that provide us equipment and services for resale. We may also suffer
losses as a result of year 2000 problems. You should not consider the initial
public offering price to be an indication of the actual value of our common
stock. You will also suffer substantial dilution of the tangible net book value
of the common stock that you purchase in this offering. In addition, you may
suffer adverse effects from the sale of shares that are eligible for future
sale. Please refer to the "Business," "Management's Plan of Operation,"
"Dilution," "The Underwriter and the Plan of Distribution" and "Description of
Common Stock" sections of this prospectus for further information regarding
these risk factors.

We, like many other businesses, depend on our key executives and operating
personnel. If we lose our key personnel, we may not be able to hire adequate
replacements and our business may be adversely affected. Similarly, like many
companies pursuing an initial public offering, no prior market exists for our
stock and, if a market does develop, the price of our common stock may be
volatile. Please refer to the "Business" and "Description of Common Stock"
sections of this prospectus for further information regarding these risk
factors.

6
<PAGE> 11

FORWARD-LOOKING STATEMENTS

We have included some forward-looking statements in this prospectus about
our expectations for LORECOM after the acquisitions. These forward-looking
statements contain substantial risks and uncertainties that may cause our actual
results to differ significantly from our forward-looking statements. You can
identify these statements by forward-looking words such as "may," "will,"
"expect," "anticipate," "believe," "estimate" and "continue" or similar words.
You should read statements that contain these words carefully because they:

- Discuss our future expectations;

- Contain projections of our future operating results or of our future
financial condition; or

- State other "forward-looking" information.

We believe it is important to communicate our expectations to you, but
events may occur in the future over which we have no control and which we are
not accurately able to predict.

SUMMARY COMBINED FINANCIAL INFORMATION

The following tables set forth the condensed historical financial data of
LORECOM and the interconnect partners (1) for the periods ended and as of
December 31, 1998, except for Telkey Communications, Inc. and Terra Telecom,
Inc., whose information is as of September 30, 1998 and for the twelve months
then ended, and (2) for the three month periods ended and as of March 31, 1999.
The December 31, 1998 financial data of Access Communications Services, Inc.,
LORECOM Technologies, Inc., American Telcom, Inc., Banner Communications, Inc.,
Communication Services, Inc., Telephone and Paging Divisions of EIS
Communications, Telkey Communications, Inc., Terra Telecom, Inc. and Travis
Business Systems, Inc. are derived from the financial statements of each
company, which have been audited by Deloitte & Touche LLP, independent auditors.
The December 31, 1998 financial data of Commercial Telecom Systems, Inc. are
derived from its financial statements, which have been audited by Hunter, Atkins
& Russell, PLC, independent auditors. The December 31, 1998 financial data of
Nobel Systems, Inc. are derived from its financial statements, which have been
audited by Saxon & Knol, P.C., independent auditors. The December 31, 1998
financial data of Able Communication Incorporated, Perkins Office Machines, Inc.
and The Phone Man Sales and Services, Inc. set forth in the "Others" column, as
well as the March 31, 1999 financial data of LORECOM and the interconnect
partners, are derived from the unaudited financial statements of each company,
which, in the opinion of each company's management, present fairly the financial
condition and results of operations of the company. The tables also set forth
the unaudited condensed historical financial data of the interconnect partners
and of LORECOM on a combined basis for the periods indicated. The information
should be read in conjunction with the historical financial statements and the
Unaudited Pro Forma Combined Financial Statements and the notes thereto included
elsewhere in this prospectus.

7
<PAGE> 12

LORECOM TECHNOLOGIES, INC.

HISTORICAL COMBINED BALANCE SHEETS

DECEMBER 31, 1998

(UNAUDITED)

ASSETS

<TABLE>
<CAPTION>
AMERICAN ACCESS BANNER CSI CTS EIS NOBEL
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash.................................... $82,545 $187,464 $ 13,486 $ 26,440 $ 54,532 $ -- $ --
Accounts receivable..................... 230,324 127,953 148,033 98,354 72,080 239,130 85,237
Inventory............................... 25,484 51,820 68,939 32,482 90,902 177,340 51,976
Other current assets.................... 2,800 3,864 -- -- -- -- --
-------- -------- -------- -------- -------- -------- --------
Total current assets.............. 341,153 371,101 230,458 157,276 217,514 416,470 137,213
PROPERTY AND EQUIPMENT, NET............... 75,659 143,044 79,140 45,944 14,843 19,212 32,489
OTHER ASSETS.............................. -- 198,977 -- 200 610 -- --
-------- -------- -------- -------- -------- -------- --------
TOTAL............................. $416,812 $713,122 $309,598 $203,420 $232,967 $435,682 $169,702
======== ======== ======== ======== ======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Accounts payable........................ $50,751 $191,484 $ 68,432 $ 68,511 $137,590 $123,327 $ 46,083
Current portion of long-term debt....... 66,827 73,474 50,073 29,445 4,044 11,064 71,567
Other current liabilities............... 87,351 79,595 32,646 51,813 159,341 55,923 16,822
-------- -------- -------- -------- -------- -------- --------
Total current liabilities......... 204,929 344,553 151,151 149,769 300,975 190,314 134,472
Long-term debt.......................... -- 116,748 44,807 28,195 7,348 16,581 17,228
-------- -------- -------- -------- -------- -------- --------
Total liabilities................. 204,929 461,301 195,958 177,964 308,323 206,895 151,700
STOCKHOLDERS' EQUITY (DEFICIT)............ 211,883 251,821 113,640 25,456 (75,356) 228,787 18,002
-------- -------- -------- -------- -------- -------- --------
TOTAL............................. $416,812 $713,122 $309,598 $203,420 $232,967 $435,682 $169,702
======== ======== ======== ======== ======== ======== ========
</TABLE>

HISTORICAL COMBINED STATEMENTS OF OPERATIONS

DECEMBER 31, 1998

(UNAUDITED)

<TABLE>
<CAPTION>
AMERICAN ACCESS BANNER CSI CTS EIS NOBEL
---------- ---------- ---------- -------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
NET SALES................................ $1,168,070 $1,345,576 $1,548,874 $807,432 $1,437,932 $2,349,845 $953,046
COSTS AND EXPENSES:
Cost of sales.......................... 463,476 523,506 798,261 350,793 694,385 1,232,744 439,803
Salaries and benefits.................. 365,055 523,127 452,068 285,823 386,413 678,442 330,795
Selling, general and administrative.... 200,126 234,004 216,801 156,493 133,253 421,877 166,224
Interest............................... 3,028 47,444 6,689 4,335 5,099 2,226 9,729
Depreciation and amortization.......... 18,802 27,594 28,837 16,799 10,121 15,085 14,926
---------- ---------- ---------- -------- ---------- ---------- --------
Total costs and expenses......... 1,050,487 1,355,675 1,502,656 814,243 1,229,271 2,350,374 961,477
---------- ---------- ---------- -------- ---------- ---------- --------
INCOME (LOSS) BEFORE INCOME TAXES........ 117,583 (10,099) 46,218 (6,811) 208,661 (529) (8,431)
INCOME TAX (EXPENSE) BENEFIT............. (31,955) 1,515 -- -- (76,316) -- --
---------- ---------- ---------- -------- ---------- ---------- --------
NET INCOME (LOSS)........................ $ 85,628 $ (8,584) $ 46,218 $ (6,811) $ 132,345 $ (529) $ (8,431)
========== ========== ========== ======== ========== ========== ========
</TABLE>

8
<PAGE> 13

LORECOM TECHNOLOGIES, INC.

HISTORICAL COMBINED BALANCE SHEETS -- (CONTINUED)

DECEMBER 31, 1998

(UNAUDITED)

ASSETS

<TABLE>
<CAPTION>
INTERCONNECT
PARTNERS COMBINED
TELKEY TERRA TRAVIS OTHERS COMBINED LORECOM TOTAL
-------- -------- ---------- -------- ------------ -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash.................................. $140,053 $ 20,946 $ 153,409 $ 12,962 $ 691,837 $ 79,700 $ 771,537
Accounts receivable................... 154,280 118,120 381,421 63,644 1,718,576 -- 1,718,576
Inventory............................. 88,748 131,035 485,695 4,971 1,209,392 -- 1,209,392
Other current assets.................. 19,065 -- 46,063 282 72,074 1,933 74,007
-------- -------- ---------- -------- ---------- -------- ----------
Total current assets............ 402,146 270,101 1,066,588 81,859 3,691,879 81,633 3,773,512
PROPERTY AND EQUIPMENT, NET............. 73,494 64,920 118,640 28,469 695,854 40,721 736,575
OTHER ASSETS............................ 16,862 8,096 5,884 543 231,172 20,498 251,670
-------- -------- ---------- -------- ---------- -------- ----------
TOTAL........................... $492,502 $343,117 $1,191,112 $110,871 $4,618,905 $142,852 $4,761,757
======== ======== ========== ======== ========== ======== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Accounts payable...................... $ 31,364 $126,585 $ 172,654 $ 15,596 $1,032,377 $ 32,464 $1,064,841
Current portion of long-term debt..... 59,782 59,143 -- 13,000 438,419 8,049 446,468
Other current liabilities............. 54,701 86,145 382,341 5,953 1,012,631 98,296 1,110,927
-------- -------- ---------- -------- ---------- -------- ----------
Total current liabilities....... 145,847 271,873 554,995 34,549 2,483,427 138,809 2,622,236
Long-term debt........................ 24,780 56,362 -- 75,173 387,222 26,119 413,341
-------- -------- ---------- -------- ---------- -------- ----------
Total liabilities............... 170,627 328,235 554,995 109,722 2,870,649 164,928 3,035,577
STOCKHOLDERS' EQUITY (DEFICIT).......... 321,875 14,882 636,117 1,149 1,748,256 (22,076) 1,726,180
-------- -------- ---------- -------- ---------- -------- ----------
TOTAL........................... $492,502 $343,117 $1,191,112 $110,871 $4,618,905 $142,852 $4,761,757
======== ======== ========== ======== ========== ======== ==========
</TABLE>

HISTORICAL COMBINED STATEMENTS OF OPERATIONS -- (CONTINUED)

DECEMBER 31, 1998

(UNAUDITED)

<TABLE>
<CAPTION>
INTERCONNECT
PARTNERS COMBINED
TELKEY TERRA TRAVIS OTHERS COMBINED LORECOM TOTAL
---------- ---------- ---------- -------- ------------ --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
NET SALES........................... $1,393,165 $1,956,623 $4,198,047 $656,171 $17,814,781 $ -- $17,814,781
COSTS AND EXPENSES:
Cost of sales..................... 566,249 1,052,621 1,771,499 334,140 8,227,477 -- 8,227,477
Salaries and benefits............. 476,800 650,889 1,814,593 204,155 6,168,160 63,267 6,231,427
Selling, general and
administrative.................. 249,538 204,014 618,179 81,264 2,681,773 46,983 2,728,756
Interest.......................... 7,161 19,747 9,177 11,136 125,771 850 126,621
Depreciation and amortization..... 46,874 29,459 43,353 16,478 268,328 1,978 270,306
---------- ---------- ---------- -------- ----------- --------- -----------
Total costs and expenses.... 1,346,622 1,956,730 4,256,801 647,173 17,471,509 113,078 17,584,587
---------- ---------- ---------- -------- ----------- --------- -----------
INCOME (LOSS) BEFORE INCOME TAXES... 46,543 (107) (58,754) 8,998 343,272 (113,078) 230,194
INCOME TAX (EXPENSE) BENEFIT........ (11,792) 16 9,689 -- (108,843) -- (108,843)
---------- ---------- ---------- -------- ----------- --------- -----------
NET INCOME (LOSS)................... $ 34,751 $ (91) $ (49,065) $ 8,998 $ 234,429 $(113,078) $ 121,351
========== ========== ========== ======== =========== ========= ===========
</TABLE>

9
<PAGE> 14

LORECOM TECHNOLOGIES, INC.

HISTORICAL COMBINED BALANCE SHEET

MARCH 31, 1999

(UNAUDITED)

ASSETS

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
Accounts payable....................... $ 20,492 $177,520 $ 68,224 $ 89,685 $133,719 $168,237 $ 52,108
Current portion of long-term debt...... 26,825 74,765 49,174 27,410 4,400 11,352 60,645
Other current liabilities.............. 37,215 60,755 25,066 38,121 167,571 51,725 31,199
-------- -------- -------- -------- -------- -------- --------
Total current liabilities........ 84,532 313,040 142,464 155,216 305,690 231,314 143,952
Long-term debt......................... -- 102,675 39,760 26,398 5,739 13,831 14,250
-------- -------- -------- -------- -------- -------- --------
Total liabilities................ 84,532 415,715 182,224 181,614 311,429 245,145 158,202
STOCKHOLDERS' EQUITY (DEFICIT)........... 191,301 88,092 39,042 45,386 (49,799) 242,026 5,326
-------- -------- -------- -------- -------- -------- --------
TOTAL............................ $275,833 $503,807 $221,266 $227,000 $261,630 $487,171 $163,528
======== ======== ======== ======== ======== ======== ========
</TABLE>

10
<PAGE> 15

LORECOM TECHNOLOGIES, INC.

HISTORICAL COMBINED BALANCE SHEET -- (CONTINUED)

MARCH 31, 1999

(UNAUDITED)

ASSETS

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
Accounts payable........................... $ 38,247 $155,618 $ 104,176 $ 27,832 $1,035,858 $268,873 1,304,731
Current portion of long-term debt.......... 14,424 51,943 185,000 13,000 518,938 8,255 527,193
Other current liabilities.................. 31,700 74,277 351,358 6,338 875,325 188,903 1,064,228
-------- -------- ---------- -------- ---------- -------- ----------
Total current liabilities............ 84,371 281,838 640,534 47,170 2,430,121 466,031 2,896,152
Long-term debt............................. 13,108 37,338 -- 75,989 329,088 23,966 353,054
-------- -------- ---------- -------- ---------- -------- ----------
Total liabilities.................... 97,479 319,176 640,534 123,159 2,759,209 489,997 3,249,206
STOCKHOLDERS' EQUITY (DEFICIT)............... 326,442 61,466 662,171 (17,122) 1,594,331 178,210 1,772,541
-------- -------- ---------- -------- ---------- -------- ----------
TOTAL................................ $423,921 $380,642 $1,302,705 $106,037 $4,353,540 $668,207 $5,021,747
======== ======== ========== ======== ========== ======== ==========
</TABLE>

11
<PAGE> 16

LORECOM TECHNOLOGIES, INC.

HISTORICAL COMBINED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998

(UNAUDITED)

<TABLE>
<CAPTION>
AMERICAN ACCESS BANNER CSI
------------------- ------------------- ------------------- -------------------
1999 1998 1999 1998 1999 1998 1999 1998
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET SALES.............................. $261,415 $216,119 $363,303 $287,023 $240,355 $276,409 $263,503 $158,053
COSTS AND EXPENSES:
Cost of sales........................ 129,797 107,578 147,845 117,680 125,177 144,334 124,528 70,370
Salaries and benefits................ 104,001 72,806 132,439 137,234 125,828 94,191 78,551 69,047
Selling, general and
administrative..................... 49,024 30,026 62,789 58,999 49,990 48,179 33,924 22,131
Interest............................. 544 626 7,390 8,012 2,467 1,245 1,820 1,043
Depreciation and amortization........ 4,700 5,866 7,903 7,796 5,559 3,900 4,750 4,199
-------- -------- -------- -------- -------- -------- -------- --------
Total costs and expenses....... 288,066 216,902 358,366 329,721 309,021 291,849 243,573 166,790
-------- -------- -------- -------- -------- -------- -------- --------
INCOME (LOSS) BEFORE
INCOME TAXES......................... (26,651) (783) 4,937 (42,698) (68,666) (15,440) 19,930 (8,737)
INCOME TAX (EXPENSE)
BENEFIT.............................. 6,069 -- (1,000) 8,581 -- -- -- --
-------- -------- -------- -------- -------- -------- -------- --------
NET INCOME (LOSS)...................... $(20,582) $ (783) $ 3,937 $(34,117) $(68,666) $(15,440) $ 19,930 $ (8,737)
======== ======== ======== ======== ======== ======== ======== ========
</TABLE>

<TABLE>
<CAPTION>
CTS EIS NOBEL
------------------- ------------------- -------------------
1999 1998 1999 1998 1999 1998
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
NET SALES........................................... $332,225 $349,347 $588,396 $465,079 $298,942 $264,905
COSTS AND EXPENSES:
Cost of sales..................................... 189,634 206,792 301,433 197,056 156,881 128,845
Salaries and benefit.............................. 70,830 96,957 164,754 171,046 98,896 90,682
Selling, general and administrative............... 33,566 32,763 103,906 94,845 51,034 31,868
Interest.......................................... 263 805 224 -- 1,647 3,110
Depreciation and amortization..................... 2,500 1,805 2,500 -- 3,160 3,000
-------- -------- -------- -------- -------- --------
Total costs and expenses.................... 296,793 339,122 572,817 462,947 311,618 257,505
-------- -------- -------- -------- -------- --------
INCOME (LOSS) BEFORE INCOME TAXES................... 35,432 10,225 15,579 2,132 (12,676) 7,400
INCOME TAX (EXPENSE) BENEFIT........................ (9,875) (2,026) (2,340) -- -- --
-------- -------- -------- -------- -------- --------
NET INCOME (LOSS)................................... $ 25,557 $ 8,199 $ 13,239 $ 2,132 $(12,676) $ 7,400
======== ======== ======== ======== ======== ========
</TABLE>

12
<PAGE> 17

LORECOM TECHNOLOGIES, INC.

HISTORICAL COMBINED STATEMENTS OF OPERATIONS -- (CONTINUED)

FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998

(UNAUDITED)

<TABLE>
<CAPTION>
TELKEY TERRA TRAVIS OTHERS
------------------- ------------------- --------------------- -------------------
1999 1998 1999 1998 1999 1998 1999 1998
-------- -------- -------- -------- ---------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET SALES......................... $388,836 $244,959 $605,247 $448,477 $1,140,659 $897,513 $130,987 $193,572
COSTS AND EXPENSES:
Cost of sales................... 176,884 95,227 268,308 264,505 549,820 331,185 69,515 110,503
Salaries and benefit............ 141,464 102,508 227,105 152,232 442,828 408,155 52,178 37,906
Selling, general and
administrative................ 41,554 43,189 71,131 61,993 106,143 136,686 23,686 19,717
Interest........................ (226) 815 6,274 415 1,539 1,350 1,148 3,376
Depreciation and amortization... 7,450 6,889 8,100 7,500 7,722 6,931 2,819 4,119
-------- -------- -------- -------- ---------- -------- -------- --------
Total costs and
expenses................ 367,126 248,628 580,918 486,645 1,108,052 884,307 149,346 175,621
-------- -------- -------- -------- ---------- -------- -------- --------
INCOME (LOSS) BEFORE INCOME
TAXES........................... 21,710 (3,669) 24,329 (38,168) 32,607 13,206 (18,359) 17,951
INCOME TAX (EXPENSE) BENEFIT...... (3,257) 550 (4,754) 5,732 (6,553) (2,653) 3,668 (3,604)
-------- -------- -------- -------- ---------- -------- -------- --------
NET INCOME (LOSS)................. $ 18,453 $ (3,119) $ 19,575 $(32,436) $ 26,054 $ 10,553 $(14,691) $ 14,347
======== ======== ======== ======== ========== ======== ======== ========
</TABLE>

<TABLE>
<CAPTION>
INTERCONNECT PARTNERS
COMBINED LORECOM COMBINED TOTAL
----------------------- ---------------- -----------------------
1999 1998 1999 1998 1999 1998
---------- ---------- --------- ---- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
NET SALES........................................ $4,613,868 $3,801,456 $ 26,436 -- $4,640,304 $3,801,456
COSTS AND EXPENSES:
Cost of sales.................................. 2,239,822 1,774,075 26,436 -- 2,266,258 1,774,075
Salaries and benefits.......................... 1,638,874 1,432,764 121,323 -- 1,760,197 1,432,764
Selling, general and administrative............ 626,747 580,396 84,455 -- 711,202 580,396
Interest....................................... 23,090 20,797 484 -- 23,574 20,797
Depreciation and amortization.................. 57,163 52,005 2,460 -- 59,623 52,005
---------- ---------- --------- --- ---------- ----------
Total costs and expenses................. 4,585,696 3,860,037 235,158 -- 4,820,854 3,860,037
---------- ---------- --------- --- ---------- ----------
INCOME (LOSS) BEFORE INCOME TAXES................ 28,172 (58,581) (208,722) -- (180,550) (58,581)
INCOME TAX (EXPENSE) BENEFIT..................... (18,042) 6,580 -- -- (18,042) 6,580
---------- ---------- --------- --- ---------- ----------
NET INCOME (LOSS)................................ $ 10,130 $ (52,001) $(208,722) -- $ (198,592) $ (52,001)
========== ========== ========= === ========== ==========
</TABLE>

13
<PAGE> 18

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma combined financial statements give effect
to the acquisitions by LORECOM of the outstanding capital stock or assets of the
interconnect partners. The acquisitions will be accounted for using the purchase
method of accounting. LORECOM has been identified as the accounting acquiror.

December 31, 1998 unaudited pro forma statements of operations. The
unaudited pro forma combined statement of operations give effect to these
transactions as if they had occurred on January 1, 1998. All of the historical
financial information included in the "Interconnect Partners Historical
Combined" column below is as of December 31, 1998 and for the twelve months then
ended, except for Telkey Communications, Inc. and Terra Telecom, Inc., whose
information is for the nine months ended September 30, 1998.

March 31, 1999 unaudited pro forma combined financial statements. The
unaudited pro forma combined balance sheet gives effect to the acquisitions and
the offering as if they had occurred on March 31, 1999. The unaudited pro forma
combined statements of operations give effect to these transactions as if they
had occurred on January 1, 1998. All of the historical financial information
included in the "Interconnect Partners Historical Combined" column below is as
of March 31, 1999 and for the three months then ended.

For purposes of computing the purchase price for accounting purposes, the
value of shares is determined using an estimated discounted value of $9.90 per
share, which represents a discount of 10 percent from the initial public
offering price of $11.00 per share due to restrictions on the sale and
transferability of the shares issued. The purchase price has been allocated to
the interconnect companies' historical assets and liabilities based on their
respective carrying values as these carrying values are deemed to represent the
fair market value of these assets and liabilities. LORECOM has allocated a
portion of the purchase price to noncompete agreements based on an analysis
prepared by LORECOM. The allocations of the purchase price are considered
preliminary until such time as the closing of the offering and the acquisitions.

LORECOM has preliminarily analyzed the savings that it expects to realize
from reductions in salaries and benefits to certain stockholders of the
interconnect partners who will not be employees of LORECOM. Net reductions have
been reflected in the pro forma combined statements of operations for the
stockholders and management of the interconnect partners who will not be
employed by LORECOM and for certain other cost savings, including the overhead
allocations made by the parent of one of the interconnect partners. These
savings have been offset by the incremental increase in costs related to
consulting agreements and LORECOM's new management. Subsequent to the offering,
LORECOM believes that it can realize savings from (1) increased productivity of
its technical service staff, (2) greater volume discounts from suppliers, and
(3) consolidation of insurance programs and other corporate operations, such as
financial and management reporting. Integration of the interconnect partners may
also present opportunities to reduce costs through the elimination of
duplicative functions and through increased employee utilization. However,
subsequent to the offering, LORECOM will incur additional costs and expenditures
for corporate expenses related to being a public company, systems development
and corporate administration. Neither these anticipated savings nor the
anticipated off-setting costs have been included in the pro forma combined
financial statements of LORECOM.

The pro forma adjustments are based on estimates, available information and
certain assumptions and may be revised as additional information becomes
available. The pro forma combined financial data do not purport to represent
what LORECOM's financial position or results of operations would actually have
been if such transactions in fact had occurred on those dates and are not
necessarily representative of LORECOM's financial position or results of
operations for any future period. Since the interconnect partners were not under
common control or management, historical combined results may not be comparable
to, or indicative of, future performance. The unaudited pro forma combined
financial statements should be read in conjunction with the risk factors
starting on page 4 of this prospectus and the financial statements and notes
thereto included elsewhere in this prospectus.

14
<PAGE> 19

LORECOM TECHNOLOGIES, INC.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

MARCH 31, 1999

ASSETS

<TABLE>
<CAPTION>
INTERCONNECT
PARTNERS PRO FORMA
HISTORICAL PRO FORMA AS
COMBINED LORECOM ADJUSTMENTS NOTES ADJUSTED
------------ --------- ----------- ----- -----------
<S> <C> <C> <C> <C> <C>
Cash................................ $ 293,445 $ 28,981 $ 5,056,474 1 $ 5,306,900
(72,000) 7
Accounts receivable................. 1,989,106 26,436 2,015,542
Inventory........................... 1,274,550 1,274,550
Other current assets................ 79,263 2,721 81,984
---------- --------- ----------- -----------
Total current assets...... 3,636,364 58,138 4,984,474 8,678,976
Property and equipment, net......... 668,838 100,425 (17,800) 7 751,463
Goodwill and other intangible
assets............................ 12,466,319 2 12,466,319
Other assets........................ 48,338 509,644 (509,644) 1 48,338
---------- --------- ----------- -----------
TOTAL..................... $4,353,540 $ 668,207 $16,923,349 $21,945,096
========== ========= =========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Accounts payable.................... $1,035,858 $ 268,873 $ (153,670) 1 $ 1,151,061
Accrued expenses.................... 26,235 35,233 61,468
Current portion of long-term debt... 518,938 8,255 527,193
Other current liabilities........... 849,090 153,670 1,002,760
---------- --------- ----------- -----------
Total current
liabilities............. 2,430,121 466,031 (153,670) 2,742,482
Long-term debt...................... 329,088 23,966 2,600 7 355,654

STOCKHOLDERS' EQUITY
Common stock........................ 8,938 7,610 10,869 1 27,417
Additional paid-in capital.......... 185,952 492,400 18,462,991 1 19,141,343
Retained earnings................... 1,399,441 (321,800) (1,399,441) 1 (321,800)
---------- --------- ----------- -----------
Total stockholders'
equity.................. 1,594,331 178,210 17,074,419 18,846,960
---------- --------- ----------- -----------
TOTAL..................... $4,353,540 $ 668,207 $16,923,349 $21,945,096
========== ========= =========== ===========
</TABLE>

15
<PAGE> 20

LORECOM TECHNOLOGIES, INC.

UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
INTERCONNECT
PARTNERS PRO FORMA
HISTORICAL PRO FORMA AS
COMBINED LORECOM ADJUSTMENTS NOTES ADJUSTED
------------ --------- ----------- ----- -----------
<S> <C> <C> <C> <C> <C>
Net sales............................ $17,814,781 $17,814,781
----------- -----------
Cost of sales........................ 8,227,477 8,227,477
Salaries and benefits................ 6,168,160 $ 63,267 $(107,708) 3 6,123,719
Selling, general and
administrative..................... 2,681,773 46,983 2,728,756
Interest............................. 125,771 850 126,621
Depreciation and amortization........ 268,328 1,978 912,548 4 1,182,854
----------- --------- --------- -----------
Total costs and expenses... 17,471,509 113,078 804,840 18,389,427
----------- --------- --------- -----------
Income (loss) before income taxes.... 343,272 (113,078) (804,840) (574,646)
Income tax (expense) benefit......... (108,843) (19,560) 5 (128,403)
----------- --------- --------- -----------
Net income (loss).................... $ 234,429 $(113,078) $(824,400) $ (703,049)
=========== ========= ========= ===========
Net loss per share (both basic and
diluted)........................... 6 $ (0.29)
===========
Number of shares used in computing
net loss per share................. 2,456,632
===========
</TABLE>

16
<PAGE> 21

LORECOM TECHNOLOGIES, INC.

UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 1999

<TABLE>
<CAPTION>
INTERCONNECT
PARTNERS PRO FORMA
HISTORICAL PRO FORMA AS
COMBINED LORECOM ADJUSTMENTS NOTES ADJUSTED
------------ --------- ----------- ----- ----------
<S> <C> <C> <C> <C> <C>
Net sales.............................. $4,613,868 $ 26,436 $4,640,304
---------- --------- ----------
Cost of sales.......................... 2,239,822 26,436 2,266,258
Salaries and benefits.................. 1,638,874 121,323 $(201,157) 3 1,559,040
Selling, general and administrative.... 626,747 84,455 711,202
Interest............................... 23,090 484 23,574
Depreciation and amortization.......... 57,163 2,460 228,137 4 287,760
---------- --------- --------- ----------
Total costs and expenses..... 4,585,696 235,158 26,980 4,847,834
---------- --------- --------- ----------
Income (loss) before income taxes...... 28,172 (208,722) (26,980) (207,530)
Income tax (expense) benefit........... (18,042) 10,192 5 (7,850)
---------- --------- --------- ----------
Net income (loss)...................... $ 10,130 $(208,722) $ (16,788) $ (215,380)
========== ========= ========= ==========
Net loss per share (both basic and
diluted)............................. 6 $ (0.09)
==========
Number of shares used in computing net
loss per share....................... 2,456,632
==========
</TABLE>

17
<PAGE> 22

LORECOM TECHNOLOGIES, INC.

NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

NOTE 1

To record the issuance of stock, net of offering costs, from the sale of
shares in the offering and from the issuance of stock in the acquisitions as
follows:

<TABLE>
<CAPTION>
MARCH 31,
1999
------------
<S> <C>
Cash proceeds.......................................... $ 17,600,000
Offering costs......................................... (2,700,000)
Less costs incurred.................................... 509,644
Payment to related party............................... (153,670)
------------
Net proceeds........................................... 15,255,974
Less amount of proceeds paid to partners............... (10,199,500)
------------
Net cash proceeds...................................... $ 5,056,474
============
</TABLE>

The equity effect was recorded at an assumed issuance of 1,600,000 shares
at $11.00 per share, and 380,682 shares at a value of $9.90 per share, with a
par value of $.01 per share for LORECOM common stock.

Also to eliminate the interconnect partners' historical combined total
equity, including $8,938 in common stock and $185,952 in additional paid-in
capital.

NOTE 2

To reflect allocation of the $13,968,250 purchase price of the interconnect
partners as follows:

<TABLE>
<S> <C>
Cost of net tangible assets........................... $ 1,501,931
-----------
Identified intangible assets.......................... 1,688,631
Goodwill.............................................. 10,777,688
-----------
Adjustment to other assets............................ 12,466,319
-----------
Total purchase price........................ $13,968,250
===========
</TABLE>

Identified intangible assets consist of noncompetition agreements with the
interconnect partners' stockholders.

18
<PAGE> 23

NOTE 3

To reflect:

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
--------- ------------
<S> <C> <C>
Expense reductions:
Salaries and benefits for stockholders of the interconnect
partners that will not continue subsequent to the
acquisition............................................ $172,277 $ 689,108
Overhead allocation from the parent of an interconnect
partner that will not continue......................... 76,618 309,333
-------- ---------
Total estimated cost reductions................... 248,895 998,441
Less additional costs resulting from the purchase:
Consulting agreements with certain interconnect
partners............................................... (39,000) (156,000)
Salaries and benefits for administrative employees of
LORECOM for a twelve month period, net of actual
expenses incurred...................................... (8,738) (734,733)
-------- ---------
Pro forma adjustment to salaries and benefits............... $201,157 $ 107,708
======== =========
</TABLE>

NOTE 4

To reflect amortization of goodwill over periods ranging from 5 to 20 years
and identified intangible assets over a four to eight-year period.

NOTE 5

To reflect the incremental provision for federal and state income taxes,
assuming each company acquired was subject to federal and state income tax, and
provide the income tax benefit of pro forma net expenses. The adjustment assumes
a corporate income tax rate of 38% and that a majority of the goodwill and
intangible asset amortization is non-deductible.

NOTE 6

Unaudited pro forma net loss per share (both basic and diluted) is
calculated using 2,456,632 shares of common stock. Shares outstanding include
1,600,000 shares sold pursuant to this offering, 380,682 shares issued to
interconnect partners and 475,950 shares owned by the existing shareholders of
LORECOM following the cancellation of 285,000 shares from an exiting
stockholder.

NOTE 7

To reflect certain asset distributions from certain of the interconnect
partners to their stockholders and assumption of certain liabilities prior to
the acquisitions consisting of:

<TABLE>
<S> <C>
Cash....................................................... 72,000
Property and equipment..................................... 17,800
Long-term debt............................................. 2,600
</TABLE>

19
<PAGE> 24

CAPITALIZATION

The following table sets forth, as of March 31, 1999, the cash, long-term
debt, including current maturities, and capitalization of (1) LORECOM on an
actual basis, (2) the interconnect partners on an historical combined basis and
(3) LORECOM on a pro forma combined basis to give effect to the acquisitions and
the offering and the application of the estimated net proceeds therefrom. This
table should be read in conjunction with the Unaudited Pro Forma Combined
Financial Statements of LORECOM and the related notes included elsewhere in this
prospectus.

<TABLE>
<CAPTION>
MARCH 31, 1999
------------------------------------------------
INTERCONNECT PARTNERS LORECOM
LORECOM HISTORIC PRO FORMA AS
ACTUAL COMBINED ADJUSTED
--------- --------------------- ------------
<S> <C> <C> <C>
Cash.............................................. $ 28,981 $ 293,445 $ 5,306,900
========= ========== ===========
Long-term debt; including current portion(1):..... 32,221 848,026 882,847
Stockholders' equity:
Preferred Stock: $.01 par value, 500,000 shares
authorized: no shares issued and
outstanding.................................. -- -- --
Common Stock: $.01 par value, 4,500,000 shares
authorized: 760,950 shares issued and
outstanding, LORECOM; 2,456,632 shares issued
and outstanding, LORECOM pro forma as
adjusted..................................... 7,610 8,938 27,417
Additional paid-in capital...................... 492,400 185,952 19,141,343
Retained earnings (deficit)..................... (321,800) 1,399,441 (321,800)
--------- ---------- -----------
Total stockholders' equity.............. 178,210 1,594,331 18,846,960
--------- ---------- -----------
Total debt and capitalization........... $ 210,431 $2,442,357 $19,729,807
========= ========== ===========
</TABLE>

- ---------------
(1) For a description of each company's debt, see the notes to financial
statements of the interconnect partners included elsewhere in this
prospectus.

USE OF PROCEEDS

The net proceeds to LORECOM from the issuance and sale of its common stock
offered hereby, after deducting the underwriting discount and expenses of the
offering, are estimated to be $14.9 million ($17.3 million if the underwriter's
over-allotment option is exercised in full), assuming an offering price of
$11.00 per share. The following table illustrates the sources and uses of the
net proceeds to LORECOM, as estimated by its management, in connection with the
offering:

<TABLE>
<CAPTION>
SOURCE OF FUNDS
---------------
<S> <C>
Offering of common stock....... $14,900,000
-----------
Total sources of funds.... $14,900,000
===========
</TABLE>

<TABLE>
<CAPTION>
USES OF FUNDS
-------------
<S> <C>
Acquisition of the interconnect
partners..................... $10,199,500
Repayment of the debt(1)....... 540,000
Management information
system....................... 500,000
Future acquisitions............ 2,000,000
Working capital................ 1,660,500
-----------
Total uses of funds....... $14,900,000
===========
</TABLE>

- ---------------

(1) Consists of balance due under a loan from our principal shareholder.
Advances under the loan agreement were used to complete this offering, to
acquire the interconnect partners and for working capital. The loan is
payable on the earlier to occur of the closing of this offering or December
31, 1999, and bears interest at 10%. See "Certain Relationships and Related
Transactions."

Pending their use, all net proceeds from this offering to be used for the
purchase and installation of a management information system and for future
acquisitions will be invested in federally insured or guaranteed short-term
interest bearing investments.

20
<PAGE> 25

DILUTION

The initial public offering price is substantially higher than the net
tangible book value per share of LORECOM's common stock. As a result, investors
purchasing common stock in this offering will incur immediate dilution in net
tangible book value per share of common stock. The historical combined net
tangible book value of LORECOM as of March 31, 1999 was approximately
$1,262,897, or approximately $1.47 per share, after giving effect to the
acquisitions. See "Summary Combined Financial Information." The historical
combined net tangible book value per share represents our pro forma net tangible
assets as of March 31, 1999 divided by the number of shares to be outstanding
after giving effect to the acquisitions. After giving effect to the sale of an
estimated 1,600,000 shares that we are offering at an assumed initial public
offering price of $11.00 per share and deducting estimated underwriting
discounts and commissions and estimated offering expenses payable by LORECOM,
our pro forma net tangible book value as of March 31, 1999 would have been
approximately $6,380,641 or approximately $2.60 per share. This represents an
immediate increase in pro forma net tangible book value of approximately $1.13
per share to existing stockholders and an immediate dilution of approximately
$8.40 per share to new investors purchasing shares in the offering. The
following table illustrates this pro forma dilution:

<TABLE>
<S> <C>
Assumed initial public offering price per share............. $11.00
------
Pro forma net tangible book value per share before the
offering.................................................. 1.47
Increase in pro forma net tangible value per share
attributable to existing stockholders..................... 1.13
------
Pro forma net tangible book value per share after the
offering.................................................. 2.60
------
Dilution per share to new investors......................... $ 8.40
======
</TABLE>

The following table sets forth, on a pro forma basis as of June 15, 1999,
the number of shares of common stock purchased from LORECOM, the total
consideration to LORECOM and the average price per share paid to LORECOM by
existing stockholders and the new investors purchasing shares from LORECOM in
the acquisitions and the offering (before deducting underwriting discounts and
commissions and estimated offering expenses):

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
------------------- --------------------- PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
--------- ------- ----------- ------- ---------
<S> <C> <C> <C> <C> <C>
Existing stockholders............. 475,950 19.37% $ 500,001 2.29% $1.05
Interconnect partners............. 380,682 15.50% 3,768,750 17.23% 9.90
New Investors..................... 1,600,000 65.13% 17,600,000 80.48% 11.00
--------- ----- ----------- ----- -----
Total................... 2,456,632 100% $21,868,751 100% $8.90
========= ===== =========== ===== =====
</TABLE>

21
<PAGE> 26

BUSINESS

LORECOM was incorporated in Oklahoma on September 4, 1998, under the name
Advantage Business Solutions, Inc., which changed its name to The Alliance
Group, Inc. on March 17, 1999 and then to LORECOM on May 12, 1999. We formed
LORECOM so that we could consolidate the operations of certain interconnect
companies in Oklahoma. When we refer to LORECOM throughout this prospectus, we
are also referring to The Alliance Group and Advantage Business Solutions.
LORECOM is a subchapter S corporation. We intend to terminate our subchapter S
status prior to the closing of this offering. LORECOM is in the process of
trademarking its name and expects to receive its trademark in the first quarter
of 2000.

LORECOM'S BUSINESS AND GROWTH STRATEGY

Our objective is to become a leader in the next evolution of
interconnection. Interconnect companies have traditionally served as bridges or
integrators between the customers' telecommunications equipment and the public
telephone network. LORECOM anticipates the interconnect's role as a telephone
equipment provider to expand and to include other products and services related
to the merging of voice and data networks. LORECOM also believes that the nature
of the customer-interconnect relationship will put LORECOM in a position to
provide its customers with best-of-class products and services. At the same
time, vendors and suppliers can channel their products through LORECOM to our
consolidated customer base.

LORECOM's primary growth strategy will be the acquisition of interconnect
companies in states contiguous to Oklahoma. Following the acquisitions of the
thirteen original interconnect partners, LORECOM expects to duplicate that model
in the surrounding states. We believe that economies of scale will benefit the
company as it utilizes its growing customer base as a means of distributing
telecommunications products and services.

LORECOM will maintain its market presence in support of traditional
telephone equipment, and will capitalize on as well as take advantage of the
strong demand for emerging technologies in telecommunication equipment and
services. The telecommunications industry has begun to merge traditionally
separate networks of voice and data into one consolidated network. Therefore,
LORECOM will serve as the integrator or bridge between the communications
service provider and the customer.

We believe that LORECOM will gain a significant share of the
interconnect-related telecommunications service business in its regional market.
As part of our business strategy, we will concentrate on:

Providing an integrated portfolio of services. We believe that substantial
demand exists among customers in our target markets for a "one stop" integrated
portfolio of services that satisfies all of their telephone equipment and
related software applications needs. By bundling a wide variety of services and
equipment, we will provide our customers "one stop" shopping for all of their
data networking, data communication and telecommunications needs.

Cross-selling additional services to existing customers. Our interconnect
partners will become multi-service companies. We believe we can increase our
revenues at a relatively minor incremental cost by offering an expanded range of
services to the customers of the interconnect partners. We will have a
substantial reservoir of prospective business customers that are already
familiar with some aspects of our services.

Utilizing the regional customer base. We plan to utilize the consolidated
regional customer base with emerging network providers of voice and data to
provide enhanced services and increase our market presence.

Exploring potential acquisitions and mergers. While we expect to grow
through expanded sales, service and cross marketing efforts, we believe that
there are a number of attractive acquisition candidates in Oklahoma and the
surrounding region.

22
<PAGE> 27

Focusing on small and medium-sized customers. We will principally target
small and medium-sized business customers, initially in Oklahoma, and then
throughout the surrounding region. Growth and spending by these companies, which
generally have fewer than 1,000 telephone, modem and fax connections, reflects a
trend in the overall economy which shows that small and medium-sized companies
are acquiring the technology previously available only to larger companies.
These companies are acquiring more sophisticated technology and, as a result,
requiring more service and support coverage.

Marketing and customer service. We will seek long-term service contracts
with our customers and hope to maintain a low customer attrition rate. We intend
to use an information system which provides immediate access to customer
service, facility inventory and billing records, allowing seamless provisioning
of new service, quick response to service problems and inquiries and a single
invoice for all services.

THE MARKET

The telecommunications industry in the United States is immense and robust.
According to the 1998 MultiMedia Telecommunications Market Review and Forecast,
spending on telecommunications equipment, software and services totaled $406.7
billion in 1997, an increase of 11.3% over 1996 -- nearly twice the 5.8 percent
rate of growth of the economy as a whole. The need to transmit larger volumes of
information, the increased spending by small and medium-sized companies, the
desire to integrate voice and data, the need for more compatible equipment
stemming from the development of standards and the search for cost-effective
solutions are among the principal factors fueling the telecommunications
industry.

Services in support of telecommunications equipment. As the installed base
of high-technology telecommunications equipment rises, demand for services
associated with the support of this equipment grows too. According to the 1998
MultiMedia Telecommunications Market Review and Forecast, industry spending for
these services totaled $82 billion in 1997 and increased by 17.3% in 1997. These
services include market segments in which LORECOM will be positioning itself for
future growth, such as:

- Maintenance and repair;

- Logistical support;

- Providing integration of products from different vendors;

- Technical assistance for hardware and software operations;

- End-user training; and

- Information technology consulting.

Equipment-based sales. The Telecommunications Industry Association market
studies indicate that the telephone system markets will continue strong growth
fueled by system replacements, add-on lines, new purchases and shifts away from
older technology. The majority of shipments and the fastest growth have occurred
in companies with fewer than 1,000 telephone, modem and fax connections,
reflecting the trend in the overall economy in which small and medium-sized
companies are acquiring the technology previously available only to larger
companies. This market segment coincides directly with the target market for the
LORECOM partners. LORECOM believes the small to medium-sized companies will
directly influence its future growth.

Agency agreements for local and long distance. Local and long distance
carriers use agents, like the LORECOM partners, as a cost-effective way to sell
services with commissions ranging from approximately 6% to 15% and, generally,
being paid over the life of the contract. Carriers tend to seek out business
partners who can add value by providing access to new market segments. Some of
the LORECOM partners already enjoy a good agency relationship with Southwestern
Bell. LORECOM would like to enter into similar relationships with long distance
carriers and data communication carriers.

In each of our targeted markets, a number of interconnect companies provide
telecommunications services. Consequently, we have numerous opportunities to
acquire companies that will supply us with

23
<PAGE> 28

important technical support personnel, as well as management expertise. The
interconnect companies' business customers would provide us with a base for
further expansion, increased cash flow and product line development.

In general, an interconnect company has a client base that is considerably
more stable than the traditional carrier-driven long distance consumer base.
Industry data suggest that interconnect companies have client relationships that
last from five to ten years, or longer. On the other hand, long distance
companies, on average, retain customers for only 18 months. Accordingly, the
foundation of our success will be our partners' relationships with their base of
business customers. Many of the business customers have been satisfied clients
for years, in several cases for as long as 15 or 20 years. The longevity of
these business relationships reflects the integrity and quality of service
provided by the partners.

PRODUCTS AND SERVICES

Each of the interconnect partners has two or three primary lines of
telephone equipment it sells and supports. However, many of them perform
maintenance on three to four times that many different manufacturers' products.
This broad base of experience has allowed the interconnect partners to service a
wide range of customers and gain expertise in a wide array of communication
products.

LORECOM intends to focus on equipment lines that have a broad base of
support with the partners, have a strong market share in target market segments
and provide equipment that can easily be updated to accommodate new and emerging
technologies. LORECOM expects to enter into agreements with some vendors that
would not have been available to the partners without LORECOM. LORECOM has
provided the partners with new products to sell their customers and the
opportunity to compete in additional geographic areas.

We will provide new products and services to our interconnect partners.
Some of the partners will enjoy increased margins in their current equipment
lines due to the combined purchasing power of two or more partners. We plan to
market and support the following products and services through the interconnect
partners:

- Telephone equipment sales and support;

- Telecommunications network design for medium to large companies and
companies having multiple locations, intrastate and/or interstate;

- Remote management and support of customer premise telephone equipment;

- Telephone software applications such as:

(1) Voice mail;

(2) Unified messaging -- combines voice mail, fax and e-mail to allow
users to access all of their messages through the telephone or at
their personal computer;

(3) Interactive voice recognition -- systems that allow individuals to
access information in an organization's computer data base and to
receive that information either verbally, using an ordinary touch-tone
phone, or on a personal computer via the Internet; and

(4) Automated call distribution -- the distribution of incoming calls in
some logical pattern to a group of operators;

- Call center design and installation for telemarketing;

- Video conferencing design and installation;

- Design and installation of standards-based cabling systems for both
copper and fiber;

24
<PAGE> 29

- Engineering, installation and administration of data communications
networks used to link computers and peripheral devices; and

- Coordinating and providing local access and long distance telephone
service.

Network provider agency program. LORECOM will secure the local access, long
distance and data communications portion of its business strategy through the
network provider agency program. Rather than committing substantial investments
to build a facilities-based network, initially, LORECOM will secure agency
agreements with leading local exchange carriers or competitive local exchange
carriers and long distance or inter-exchange carrier companies. Later, LORECOM
will have the opportunity to utilize the combined customer base to provide
enhanced network services as a telecommunications reseller, and finally as a
facility-based provider.

Under the agency agreements, we expect to be able to represent the
carriers' mature product lines with the following benefits:

- Extensive service offerings, including enhanced product capabilities;

- Co-branding of the LORECOM name alongside the providers;

- Name recognition and regional marketing support;

- Competitive cost of services, with equal access to direct sales for
promotional and special pricing; and

- Ability to attract and retain top sales representatives which provides
our customers with stable account management.

Targeted business customers that are not currently clients of the partners
may deal with several providers of communication equipment and services. A
typical business customer could employ four or more providers to acquire,
install and maintain voice and data networks. Each of these providers produces
separate invoices, separate contact points for sales and service, and separate
pricing based on specific services rather than solution-based pricing. LORECOM
intends to reduce the number of contacts and provide a single interface for the
customer premise equipment.

A foundational service strategy is to retain customers and increase our
business by maintaining a consistent presence before the customer and being more
responsive to the customer's needs than traditional telephone service providers.
The interconnect partners are not the lowest priced providers and they generally
price their products to permit quality of service and timely response for
support. All of the partners enjoy good working relationships with their
customers and are trusted to provide sound business advice in the
telecommunications area of their businesses.

At this time, we are dependent on Southwestern Bell to provide our local
telephone service. If our customers prefer other providers, we may lose
business. Similarly, we depend on our relationships with, and the success of,
third parties that provide Internet, voice and data services and related
equipment and services. We do not know if we will be able to get these services
on a competitive basis. Our agreements with these third parties are generally
terminable at will. If any of the agreements are terminated, we may not be able
to replace those products or services.

THE INTERCONNECT PARTNERS

Initially the LORECOM partners will continue to be primarily responsible
for their individual businesses and will keep their business relationships with
existing customers. Each partner presently operates as a traditional
interconnect, bridging the customer to the public telephone network through
equipment sales and service. The interconnect partners can combine their sales
and technical abilities, enabling each of them to provide products and services
which are not presently available to them individually. For example, as of the
date of this prospectus, four of the interconnect partners sell and install
equipment related to data communications. Upon completing the acquisitions and
forming

25
<PAGE> 30

LORECOM, each of the thirteen partners will be able to provide customers with
data communications services.

As the following descriptions indicate, LORECOM's interconnect partners
represent a diverse range of telephone products and services and related
software applications that complement one another and can be used to build a
more complete and solid business base.

Able Communication Incorporated: Able was incorporated in 1987 and is based
in Oklahoma City, Oklahoma. Able provides business communications solutions to
small and medium sized business customers. Able is a preferred dealer for the
Comdial product line and coordinates the local access services and data cabling
requirements for its customers. Able has three employees.

Access Communications Services, Inc.: Access Communications was formed in
1986 and is based in Oklahoma City, Oklahoma. Access has 12 employees who sell,
install and maintain a wide range of telecommunication products and services.
Access is a Panasonic DBS, Mitel and Harris dealer. Access also designs,
installs and maintains long distance inter-exchange switch facilities.

American Telcom, Inc.: American Telcom was formed in 1987 and is based in
Del City, Oklahoma. American Telcom currently has 11 employees who sell, install
and maintain telecommunications systems as well as copper and fiber cabling
systems. American services its clients communications needs with a wide variety
of products and services. American is an authorized Toshiba and NEC dealer.
American is also a Southwestern Bell local service and wireless agent and is an
agent for TSR and Pagenet paging services.

Banner Communications, Inc.: Banner was established in 1987 and is based in
Tulsa, Oklahoma. Banner has 13 employees and is a leading provider of voice and
data communicators in northeastern Oklahoma. Banner is a Mitel "Elite" dealer, a
Telrad dealer, an NEC associate, an AVT dealer, an NT Right Fax dealer, a
Spectralink Wireless dealer and a Lucent Data Value Added Reseller. Banner is
also an authorized agent of Southwestern Bell Telephone Company.

Commercial Telecom Systems, Inc.: CTS was incorporated in 1988 and is based
in Oklahoma City, Oklahoma. CTS has eight employees who sell, install and
maintain telecommunications and data equipment for business customers. CTS is a
Newbridge direct distributor that provides digital cross connects, access
concentrators and ATM switches. CTS specializes in telemedicine and hospital
environments.

Communication Services, Inc.: CSI was formed in 1987 and is based in
Shawnee, Oklahoma. CSI has 12 employees who sell, install and maintain
telecommunications systems and digital cellular services. CSI serves the greater
Shawnee area including Oklahoma City with Comdial and Panasonic. CSI is a
premiere authorized agent for Southwestern Bell Telephone Company and
Southwestern Bell wireless. CSI also serves as a cellular service retailer.

Electrical & Instrument Sales Corp. d/b/a EIS Communications: EIS was
formed in 1975 and is located in Tulsa, Oklahoma. EIS is an authorized dealer
for Nortel Norstar and Meridian products and is also a Lucent Technologies
representative. EIS also provides Polycom video teleconferencing services and
private label paging services. The telecom and paging division of EIS, which are
the subject of EIS's asset purchase agreement with us, employs nine people.

Nobel Systems, Inc.: Nobel was formed in 1984 and is based in Oklahoma
City, Oklahoma. Nobel currently has 14 employees who sell, install and maintain
telecommunication systems. Nobel is an authorized Comdial, Key-Voice and Active
Voice dealer. Nobel also installs equipment in support of local and wide area
networks.

Perkins Office Machines, Inc.: Perkins was founded in 1982 and is based in
Lawton, Oklahoma. Perkins began selling telephone equipment in 1989. Perkins
sells, installs and maintains telephone systems and voice mail systems. Perkins
also provides data cabling services for its customers. Perkins has three
employees.

26
<PAGE> 31

The Phone Man Sales and Services, Inc.: The Phone Man was incorporated in
1987 and is based in Oklahoma City, Oklahoma. The Phone Man installs, services
and maintains telephone systems and communication cabling systems. Some of The
Phone Man's customers include a large hospital complex and a multi-location
financial institution.

Telkey Communications, Inc.: Telkey was incorporated in 1984 and is based
in Tulsa, Oklahoma. Telkey has 14 employees who sell, install and maintain
telephone systems. Telkey is the exclusive Tadiran dealer in the state of
Oklahoma. Telkey's customer base includes large school systems which require a
complex network design. Telkey is also an agent for Southwestern Bell and
Southwestern Bell wireless.

Terra Telecom, Inc.: Terra Telcom was founded in 1980 and is based in
Tulsa, Oklahoma. Terra employs 16 people who install and service voice and data
equipment for its customers. Terra was the first ITT/Cortelco PBX authorized
distributor in the United States. Terra is also an authorized Toshiba dealer and
an authorized Southwestern Bell agent.

Travis Business Systems, Inc.: Travis Business Systems was formed in 1988,
and is headquartered in Oklahoma City, Oklahoma. Travis is the exclusive
distributor in Oklahoma for Lanier Worldwide's voice products division and is a
Lucent and Inter-tel telephone distributor. Travis is also an authorized
Southwestern Bell agent. Travis employs 39 people and has offices in Tulsa,
Dallas, Houston, San Antonio and Springdale, Arkansas featuring its Digital
Communications Recording Division for the rapidly expanding call center market.
Travis is the third largest interconnect in Oklahoma and was recently recognized
as the 31st fastest growing company in Oklahoma.

THE ACQUISITIONS

The agreements. LORECOM entered into definitive agreements with each of the
thirteen interconnect partners. LORECOM will acquire the assets of Able
Communication Incorporated, Electrical & Instrument Sales Corp. and The Phone
Man Sales and Service, Inc. by asset purchase and will acquire the assets of the
other ten partners by merger. Each acquisition's closing is subject to the
closing of this offering and several standard conditions, including accuracy of
the representations and warranties made, performance of covenants included in
the agreements, execution of employment and consulting agreements by certain
employees of the interconnect partners and no material adverse change in the
results of operations, financial condition or business of the interconnect
partners. Additionally, any or all of the acquisition agreements may be
terminated before this offering closes:

- By the mutual consent of the boards of directors of LORECOM and the
affected interconnect partner;

- If the offering and the acquisitions are not closed by May 31, 1999;

- By the interconnect partner if its schedules to its acquisition agreement
are amended to reflect a material adverse change and such amendment is
rejected by LORECOM; or

- If a material breach or default under the agreement by one party occurs
and is not waived.

We cannot assure you that the conditions to the closing of all the
acquisitions will be satisfied or waived or that each acquisition will close.
Commercial Telecom Systems, Inc. has agreed to extend the May 31, 1999 deadline
to July 31, 1999. All other interconnect partners have extended the May 31, 1999
deadline to the date LORECOM terminates its efforts to register its common
stock. For information about the employment and consulting agreements to be
entered into by stockholders of the interconnect partners, see the "Employees"
paragraph on page 32 of this "Business" section.

The consideration. The aggregate consideration LORECOM is paying in the
acquisitions is approximately $13.97 million, which is to be paid $10.2 million
in cash and $3.77 million in LORECOM common stock. The common stock issued as
purchase consideration will be valued at the initial public offering price less
a 10% discount due to sale and transferability restrictions. The actual number
of shares of common stock to be issued in the acquisitions depends on the
initial public offering price. Each merger

27
<PAGE> 32

and asset purchase agreement provides that the number of shares of common stock
to be issued will be calculated by dividing the initial public offering price
into the designated dollar amount. LORECOM will also assume the current
liabilities and long-term debt of the partners, issue a limited number of
warrants and permit certain distributions to be made by the interconnect
partners to their stockholders prior to closing. LORECOM determined the amount
of consideration it would pay in the acquisitions in arm's length negotiations
between its representatives and representatives of each of the respective
companies.

The following table summarizes information relating to the consideration
payable to the interconnect partners pursuant to the mergers and asset
acquisitions:

<TABLE>
<CAPTION>
AMOUNT OF PURCHASE PRICE PAID IN
-----------------------------------------------------------
CASH STOCK(1)
----------- ---------------------------------------------
VALUE AT OFFERING DISCOUNTED VALUE
COMPANY PRICE ($11.00 PER SHARE) ($9.90 PER SHARE)
- ------- ------------------------ ------------------
<S> <C> <C> <C>
Able Communication Incorporated............. $ 15,000 $ 50,000 $ 45,000
Access Communications Services, Inc. ....... 600,000 300,000 270,000
American Telcom, Inc. ...................... 850,000 250,000 225,000
Banner Communications, Inc. ................ 1,275,000 225,000 202,500
Commercial Telecom Systems, Inc. ........... 1,300,000 100,000 90,000
Communication Services, Inc. ............... 200,000 275,000 247,500
Electrical & Instrument Sales Corp.......... 1,250,000 500,000 450,000
Nobel Systems, Inc. ........................ 385,000 325,000 292,500
Perkins Office Machines, Inc. .............. 187,000 125,000 112,500
The Phone Man Sales and Service, Inc. ...... 37,500 37,500 33,750
Telkey Communications, Inc. ................ 650,000 350,000 315,000
Terra Telecom, Inc. ........................ 1,050,000 450,000 405,000
Travis Business Systems, Inc. .............. 2,400,000 1,200,000 1,080,000
----------- ---------- ----------
TOTAL:............................ $10,199,500 $4,187,500 $3,768,750
=========== ========== ==========
</TABLE>

- ---------------

(1) Total purchase price paid in LORECOM stock is the discounted value of the
LORECOM stock, or $3,768,750. The number of shares to be issued, however, is
based on the initial public offering price of the LORECOM stock. As a
result, the number of shares to be issued to the interconnect partners is
approximately 380,682, or $4,187,500 divided by $11.00 per share.

Other consideration.

Cash and stock. The agreement between LORECOM and Electrical & Instrument
Sales Corp. permits an increase in the purchase price by the amount of net
current assets existing on the date of closing, but not to exceed $150,000.
Electrical & Instrument's cash consideration could also increase by an
additional $150,000 if its gross revenues exceed $2,350,000 for the twelve
months ended May 31, 1999. Electrical & Instrument's total consideration
received will also increase by an additional $50,000 in cash, or $100,000 in
LORECOM stock, as purchase price for its paging business. LORECOM expects that
Electrical & Instrument will meet the net asset and gross revenue tests, and
will elect to take cash in consideration for its paging business. As a result,
the cash consideration reflected as payable to Electrical & Instrument in the
table above has been increased by $350,000.

Debt. LORECOM is assuming certain current liabilities and long-term debt of
the partners. As of March 31, 1999, total assumed current liabilities would have
been approximately $2.37 million and total assumed long-term debt would have
been approximately $425,000, including the assumed debt of a shareholder of
Communication Services, Inc., which was approximately $24,000 on March 31, 1999.
Although the debt is in the name of the shareholder, the proceeds were used for
the benefit of Communications Services, Inc.

Other distributions. Banner Communications, Inc. and Perkins Office
Machines, Inc. are Subchapter S corporations. Prior to the closing of the
acquisitions, both Banner and Perkins will distribute cash to

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<PAGE> 33

their stockholders, not to exceed the stockholders' individual tax liabilities
resulting from the partners' 1998 operations. The distribution for Banner was
$9,035 and the distribution for Perkins is expected to be no more than $10,000.
Prior to closing, Commercial Telecom Systems, Inc. will distribute cash to its
stockholders in an amount equal to the excess of its net worth on the date of
closing over its net worth existing on December 31, 1998.

Able Communication Incorporated, Access Communications Services, Inc.,
American Telcom, Inc., Banner Communications, Inc. and Travis Business Systems,
Inc. will each distribute certain automobiles to their stockholders prior to
closing. The stockholders will assume all liabilities and obligations related to
the automobiles for a net distribution of approximately $60,000. Access will
also distribute a time-share condominium to a shareholder prior to closing. The
time-share is valued at approximately $10,500. Also prior to closing, American
Telcom will cancel notes receivable from its stockholders and distribute cash
and certificates of deposit in the aggregate amount of $99,477.

LORECOM will issue to Commercial Telecom Systems, Inc. 10,000
non-transferable, four-year warrants to purchase common stock exercisable at the
initial public offering price. The warrants are exercisable commencing one year
after the closing of the acquisitions and carry registration rights similar to
those provided to shareholders of the interconnect partners.

FAIRNESS OPINION OF HOULIHAN SMITH & COMPANY, INC.

On , 1999, Houlihan Smith & Company, Inc., a National
Association of Securities Dealers member and independent investment banker,
delivered its written opinion that, as of such date and subject to certain
assumptions, factors and limitations, the consideration to be paid to the
shareholders of the interconnect partners was fair to LORECOM and its
shareholders, from a financial point of view. Houlihan's opinion was based upon
market, economic, financial and other conditions as they existed and could be
evaluated as of the date of their opinion. Events and conditions subsequent to
such date have not been considered and may materially alter the assumptions
relied upon in the conclusions stated by Houlihan in its opinion. Houlihan has
no obligation to update, revise or reaffirm its fairness opinion and LORECOM has
no intent to seek any such updating, revisions, or reaffirmation by Houlihan.
LORECOM engaged Houlihan on a non-contingent fee basis.

COMPETITION

Our business is highly competitive. Many companies provide the same
products and services that we provide, and many of those companies have greater
capital resources and more established reputations than LORECOM. Although each
of our partners have competed in the interconnect industry, we have not done so.
We do not have an established reputation in the industry, and our competitive
position remains to be determined. We will compete primarily on the basis of
pricing, quality of service and customer loyalty. Our ability to compete
effectively will depend on our ability to maintain high quality services at
prices generally equal to or below those charged by our competitors. If our
competitors lower their prices or we are forced to lower ours, we will be
adversely affected.

Our competitors may be able to respond more quickly to new or emerging
technologies and changes in customer requirements. They may also be able to
devote greater resources to the development, promotion and sale of their
products and services than we can. We do not believe that a significant number
of other companies provide single-source solutions for the data networking, data
transport and telecommunications requirements of our target customers, but
numerous competitors can provide one or more of those requirements. Many of our
competitors also have long-standing relationships with their customers and
greater name recognition than LORECOM. Our products and services do not
necessarily have any particular competitive advantage over other industry
participants. We believe we are more capable of satisfying our customers' needs
than larger providers which are traditionally impersonal and slow to respond to
the customers' needs. Additionally, we are better equipped than other smaller
service providers because these smaller competitors generally do not have the
financial capability to provide a complete range of telecommunication products
and services.

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<PAGE> 34

PROPERTY

Our principal administrative, sales, marketing, consulting, education,
customer support and research and development facilities are located at 12101
North Meridian, Oklahoma City, Oklahoma 73120. LORECOM currently occupies an
aggregate of approximately 2,200 square feet of office space in the Oklahoma
City facility that is leased on a month-to-month basis. Our liability for rent
and overhead allocations are currently annualized at $18,296.00 per year. We
expect to execute a two-year lease for approximately 5,700 square feet of space
on or before July 15, 1999. Our monthly lease cost is expected to be $4,950.00
per month. Once LORECOM acquires the interconnect partners, it will be
responsible for a total of nine leased facilities in Oklahoma and will own one
facility in Shawnee, Oklahoma. We believe that these facilities will exceed our
current and future requirements and that certain of these leases will be
terminated in accordance with their terms.

EMPLOYEES

As of April 1, 1999, LORECOM had six full-time employees. None of our
employees are currently represented by a collective bargaining agreement. We
believe that we enjoy good relationships with our employees. The interconnect
partners currently have approximately 157 full-time employees, including 19
members of management, 46 in sales and customer service, 71 in technical support
and 21 in finance, administration and operations. None of these employees are
currently represented by a collective bargaining agreement. We expect that we
will have good relationships with employees of the interconnect partners upon
their acquisition.

Several of the interconnect partners' stockholders will execute employment
or consulting agreements with LORECOM. These agreements are intended to ensure
that LORECOM retains the goodwill created by each interconnect partner's
relationship with its customer base. The employment agreements have terms of
three years, provide for aggregate annual base salaries of approximately
$900,000, provide for bonuses generally based on performance and include
noncompete provisions. The consulting agreements have terms of two years and
have aggregate annual payments of $150,000. Consultants will be bound by the
two-year noncompete provisions set forth in the acquisition agreements with each
of the interconnect partners.

To be successful, we must keep the services of a small number of key
management and operating personnel, including certain sales, technical and
marketing personnel. If one or more of these people joins a competitor or
otherwise competes against LORECOM, it could materially hurt our business. If we
lose key people, we may not be able to hire adequate replacements. We intend to
purchase a key-man life insurance policy on Mr. Travis.

Competition for personnel in the telecommunications and data communications
industries is intense. In addition, new employees generally require substantial
training. This training will require substantial resources and management
attention.

LEGAL PROCEEDINGS

Neither LORECOM nor the interconnect partners are involved in any material
legal proceedings nor are they a party to any pending or threatened claim that
could reasonably be expected to have a material adverse effect on LORECOM's
financial condition or results of operations.

WHERE YOU CAN FIND MORE INFORMATION

Because this is our first public offering, we have never been subject to
the reporting requirements of the Securities and Exchange Act of 1934. We filed
a registration statement on Form SB-2 with the Securities and Exchange
Commission under the Securities Act of 1933 describing and discussing the common
stock offered in this prospectus. As allowed by the Securities and Exchange
Commission, this prospectus, which is part of the registration statement, does
not contain all of the information included in the registration statement.
Additionally, statements we make in the prospectus about contracts and other

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<PAGE> 35

documents are not necessarily complete. For more information about LORECOM and
our common stock, you should read the registration statement and any attached
exhibits and schedules.

You can read and copy our registration statement and any other materials we
file with the Securities and Exchange Commission at the Commission's public
reference room at 450 Fifth Street, N.W., Washington, D.C. 20549 or on the
Internet at http://www.sec.gov. You can get information about the operation of
the public reference room by calling the Commission at 1-800-SEC-0330. You may
also access information regarding us through our web page on the Internet at
http://www.lorecom.com.

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MANAGEMENT'S PLAN OF OPERATION

OVERVIEW

You should read the following discussion and analysis in conjunction with
the Unaudited Pro Forma Combined Financial Statements and related notes found
elsewhere in this document.

LORECOM is an Oklahoma corporation and was incorporated on September 4,
1998. With limited exceptions, LORECOM has not started its business operations.
In early 1999, LORECOM executed two contracts to provide services. LORECOM
effectively assigned all benefits and obligations under these contracts to one
of the interconnect partners. LORECOM does not have any significant assets and
has not engaged in any material business operations relating to service
associated with the maintenance and installation of telephone equipment. Our
activities have effectively been limited to acquiring the interconnect partners,
addressing organizational matters, conducting research and due diligence and
preparing and filing the registration statement of which this prospectus is a
part.

PURPOSE OF ORGANIZATION

We organized LORECOM to consolidate and continue the operations of thirteen
interconnect partners in Oklahoma in order to (1) take advantage of economies of
scale, (2) position the partners' combined customer base as a channel for new
products and services and (3) become a leader in the next evolution of
interconnect companies by adding value as the bridge between service providers
and the business market. If successful, LORECOM will gain a competitive
advantage in its operating markets, which will allow LORECOM to expand its base
of operations to the contiguous states surrounding Oklahoma.

PLAN OF OPERATION

Our plan of operation throughout the next twelve months includes (1)
maintenance of current operations within the individual interconnects, (2)
development and installation of supporting information systems, (3)
implementation of new service offerings to the customer base, (4) consolidation
of certain operating facilities within the two major metropolitan areas serviced
by LORECOM and (5) acquisition of additional interconnects initially in Texas,
Arkansas, Missouri or Kansas.

We will retain at least one of the former business owners as manager in
their respective base of business to be responsible for maintaining revenue and
profitability. Management is reinforcing a business as usual directive for the
first few months in order to manage the transition process for the partners'
customers and vendors.

LORECOM has contracted with an organizational and systems design consultant
to document current processes and deliver a recommendation for best practice in
sales and service management. LORECOM is in the process of reviewing information
systems to support sales and service as well as financial system requirements,
project management, call center/technical support and the Internet interface for
internal and external users. LORECOM is also researching the database
requirements to support the consolidation of customer information to include
customer premise equipment, system configuration, cabling system, access lines,
type of services and software applications.

LORECOM intends to implement new service offerings immediately following
the acquisition process. LORECOM will prepare the sales staff to offer
company-wide local access and long distance services within the first 60 days of
consolidated operations. Data communication services, like IP, Frame Relay and
ATM, local area and wide area network support and Internet access will soon
follow (some individual partners currently provide such services). Additional
offerings like unified messaging, interactive-voice response and other
sophisticated voice applications will be marketed as sales and technical staff
is qualified to support the products.

We are currently reviewing plans to consolidate technical, sales and
support staff within our areas of operation, which include Oklahoma City, Tulsa,
Shawnee and Lawton. We have included the partners in
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<PAGE> 37

operational task groups to determine the most efficient means of consolidating
and the most effective means of maintaining customer support and employee
morale.

After we complete the offering and the initial thirteen acquisitions, we
will utilize a similar acquisition model in the states surrounding Oklahoma.
Already, companies in Texas, Arkansas and Missouri have demonstrated interest in
joining LORECOM. Much like the original partners, these companies expressed
interest in merging due to the accelerating change in technology and the lack of
access to adequate capital to fund growth.

On a combined basis, the interconnect partners generate sufficient cash
flow to satisfy our expected cash requirements for on-going operations. Proceeds
from this offering will provide the additional cash needed to complete the
consolidation and integration of the interconnect partners. Our only foreseeable
need for additional capital would be to fund the consummation of any additional
significant acquisitions. We intend to pursue one or more significant
acquisitions within the next 12 months, and as a result, expect to raise
additional capital by issuing debt or equity in either a public or private
offering or incurring bank financing.

Our management expects the consolidation phase of our operations to last
approximately six to twelve months. Barring any unexpected delays, we expect to
consolidate the financial and administrative functions of all of the
interconnect partners within this time frame. LORECOM will operate each
partner's base of business, while one of that partner's original owners serves
as business manager. Each partner will be responsible for its own base of
business, much like a professional services company. Operating in this manner
will allow LORECOM to retain the partners' customers, reduce implementation
barriers to new service offerings and provide coordination for changes in policy
and procedure.

We do not anticipate any significant reduction in employees. The growth
that we expect to experience should provide opportunities for existing
employees, allowing them to accept new or different responsibilities. At the
same time, these opportunities may require the employees to obtain additional
training. We have already started our training program in order to ensure
continued professional training and technical staff certifications. We are also
considering using state vocational-technical institutions to ensure adequate
staffing in critical support areas, such as engineering, installation and
support of voice and data networks.

IMPACT OF YEAR 2000 ISSUE

The year 2000 issue is the result of computer programs using two digits
rather than four digits when defining the year in question. It is possible
date-sensitive software may recognize a date using "00" as the year 1900 rather
than the year 2000. This mistake in recognition could result in system failures
or miscalculations causing disruptions of operations, including a temporary
inability to process transactions, send invoices or engage in similar routine
business activities.

Company readiness. LORECOM's and the interconnect partners' information
systems are generally maintained on personal computers using packaged software
from outside vendors. Management believes that such systems are year 2000
compliant. If not, management believes that most of the tasks performed by the
systems can be temporarily performed manually, and that any costs necessary to
upgrade or replace noncompliant systems will be insignificant.

Readiness of others. It is possible that noncompliance with year 2000
issues of other companies, including but not limited to the regional or national
telephone network or power grid, could delay LORECOM's provision of services to,
or receipt of revenues from, its customers. LORECOM and the interconnect
partners do not provide any assurance of year 2000 compliance for the equipment
they sell or install. Upon request, the interconnect partners have provided
their customers year 2000 compliance documentation from the equipment
manufacturers. LORECOM will continue to communicate with the telephone equipment
manufacturers to coordinate year 2000 compliance.

The interconnect partners regularly warrant the equipment and software they
sell. LORECOM is presently investigating its potential liability for
noncompliant equipment and software which is (1) under a
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<PAGE> 38

manufacturer's warranty, (2) under an extended warranty of the interconnect
partner, or (3) not under a warranty of any kind. Presently, LORECOM does not
believe it will have any material liability under these warranties.

Contingency plans. LORECOM has no contingency plan for conversion of its
own equipment or business application software, and none will be formulated.
With regard to contingency plans for the failure, or possible failure, of
others, each major source of revenues or services will be handled on a case-
by-case basis, with full preparedness by December 31, 1999.

Risks. If any equipment or software of third-party providers does not
recognize the difference between 1900 and 2000, we may incur unexpected expenses
to remedy the problem. Additionally, a regional or national failure in the
telephone network or power grid could prevent LORECOM from servicing its
customers and generating revenues. LORECOM does not have a contingency plan if
any of these events occur.

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MANAGEMENT AND PRINCIPAL STOCKHOLDERS

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The following table sets forth certain information concerning each of
LORECOM's directors and executive officers and certain other significant
employees. The board of directors presently consists of one director serving in
one of the three classes of directors serving staggered terms. LORECOM has
nominated six (6) additional directors to fill all three classes effective upon
closing this offering. Directors and executive officers of LORECOM are elected
to serve until they resign or are removed or are otherwise disqualified to
serve, or until their successors are elected and qualified. Directors of LORECOM
are elected at the annual meeting of the stockholders and the board of directors
appoints the officers shortly after each annual meeting of stockholders.
Following the closing of this offering, LORECOM will maintain at least two
independent directors on its board of directors.

<TABLE>
<CAPTION>
DIRECTOR
TERM
NAME AGE(1) POSITION(S) EXPIRES
- ---- ------ ----------- --------
<S> <C> <C> <C>
DIRECTORS AND OFFICERS
Ricky Naylor........... 45 Chairman of the Board; Director 2000
Larry Travis(2)........ 52 President and Chief Executive Officer; Director 2002
William J. Hartwig..... 43 Vice President of Operations and Chief Technical Officer
Joseph O. Evans(3)..... 45 Chief Financial Officer and Secretary; Director 2001
Debra G. Morehead...... 38 Chief Accounting Officer
Wesley E.
Cantrell(3).......... 64 Director 2002
Wayne Stone(3)......... 49 Director 2000
John J. Wiesner(3)..... 61 Director 2001
Andrew May(3).......... 41 Director 2002
SIGNIFICANT EMPLOYEES
Roger Clanton.......... 51 Vice President -- Sales and Marketing
Becky Brittain......... 33 Major Accounts Manager
Don DeWald............. 42 Network Technical Services Manager
</TABLE>

- ---------------

(1) Ages as of June 15, 1999.

(2) Mr. Travis is presently President of Travis Business Systems, Inc., an
interconnect partner. Mr. Travis has agreed to be the President and Chief
Executive Officer and a director of LORECOM upon completion of this offering
and the acquisitions.

(3) Messrs. Cantrell, Evans, Stone, Wiesner and May have agreed to serve as a
director of LORECOM upon completion of this offering and the acquisitions.

Ricky Naylor, Chairman of the Board and Director. Mr. Naylor has served as
a director of LORECOM since September 8, 1998, and as Chairman of the Board of
LORECOM since March 26, 1999. Mr. Naylor has devoted all his efforts to serving
as President and a director of each of the Naylor Companies during the past five
years, or since inception of the companies. The Naylor Companies presently
include Naylor Concrete, Naylor Concrete and Steel, Milestone General
Contractors, Milestone Real Estate, Interstate Consulting and Prestige
Investments, Inc. Mr. Naylor serves as Chairman of the board of the National
Christian Collegiate Athletic Association.

Larry Travis, President and Chief Executive Officer and Director. Mr.
Travis has served as President and Chief Executive Officer of Travis Business
Systems since 1988 and has served as President of Digital Transcription Systems,
Inc. since 1992. Mr. Travis is on the board of directors of Milner Business
Products, a computer and telephone interconnect company in Atlanta, Georgia. Mr.
Travis is also a board member of The Independent Distributor Association and has
served as President of the Independent Distributor Association twice. Mr. Travis
is a current board member of Medical Transcription Industry

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<PAGE> 40

Alliance and is a former Vice President National Sales Manager for Lanier
Worldwide in Atlanta, Georgia. Mr. Travis is a graduate of Texas A&M Commerce
with a BBA in marketing.

William J. Hartwig, Vice President of Operations and Chief Technical
Officer. Mr. Hartwig has served as Vice President of Operations and Chief
Technical Officer of LORECOM since May 10, 1999, served as President and Chief
Operating Officer of LORECOM from March 26, 1999 to May 10, 1999, and served as
Vice President -- Operations of LORECOM from November, 1998 to March 26, 1999.
From 1991 to 1998, Mr. Hartwig served as Systems Development Manager for Braum's
Ice Cream and Dairy Stores. Mr. Hartwig also managed Braum's telecommunications
requirements over a five-state area, with over 270 locations. Mr. Hartwig also
installed technologies related to networking, cabling, telecommunications and
personal computer hardware, including the installation and maintenance of token-
ring, Ethernet and TCP/IP topologies, Unix, Novell, and NT Networks, Cisco,
3Com, Ascend routers, PBX and voice mail systems, T1 and ISDN communications and
structured cabling systems. Prior to his time at Braum's, Mr. Hartwig was
Contracting and Billing Manager for AAR Oklahoma, Inc. where he managed a
department that provided contract administration, job costing, contract billing
and sales accounting for five aviation division offices. Mr. Hartwig holds a
B.S. in Business Administration from the University of Central Oklahoma and also
has earned several technical certifications.

Joseph O. Evans, Chief Financial Officer and Secretary and Director. Mr.
Evans has served as Chief Financial Officer and Secretary of LORECOM since
November, 1998. From 1997 to 1998, Mr. Evans served as Senior Vice President and
Financial Advisor of Energy Lending for the First National Bank of Commerce in
New Orleans, Louisiana. Prior to 1997, Mr. Evans practiced as an audit partner
of Deloitte & Touche LLP, with an emphasis in SEC practice. From 1990 to 1997,
Mr. Evans served as an Associate Professional Practice director for the Oklahoma
practice of Deloitte & Touche LLP, related to technical accounting and auditing
issues and quality control. Mr. Evans is a Certified Public Accountant and holds
a B.S. in Accounting from the University of Central Oklahoma.

Debra G. Morehead, Chief Accounting Officer. Ms. Morehead has served as
Chief Accounting Officer of LORECOM since September 8, 1998. Ms. Morehead has
served as controller of The Naylor Companies since May of 1998. From June 1993
to May 1998, Ms. Morehead was a partner at the accounting firm of Olson &
Potter, CPA's. Ms. Morehead is a Certified Public Accountant and received a B.S.
in accounting from the University of Central Oklahoma.

Wesley E. Cantrell, Director. Mr. Cantrell is President and CEO of Lanier
Worldwide, Inc. based in Atlanta. Lanier Worldwide, Inc., with revenues in
excess of $1.5 billion annually is one of the world's largest providers and
designers of document management solutions and services. Lanier globally markets
a wide array of tailored DOCutivity(TM) solutions, including color and digital
copiers, facsimile systems, digital dictation systems, print on demand
solutions, Systems integration and fully integrated healthcare information
management systems. Mr. Cantrell was selected to the Board of Directors of
Oxford Industries, formerly Lanier's parent company in 1974 and was named
President of Lanier Business Products in 1977. Mr. Cantrell was President of
Lanier when the company was acquired by Harris Corp. in 1983. In 1987, he was
named President and CEO of Harris/3M Document Products, Inc., a joint venture
between Harris and the 3M Company. Mr. Cantrell was named to his current
position and elected an officer of Harris Corporation in 1989. Mr. Cantrell
serves on the Board of Directors of First Union National Bank of Georgia in
Atlanta and Ann Taylor Stores in New York.

Wayne Stone, Director. Mr. Stone is currently a principal of Ward-Stone
Company, a real estate development firm. From October 1997 to August 1998, Mr.
Stone served as Chairman, President and Chief Executive Officer of Bank of
Arkansas. From 1994 to 1997, Mr. Stone served as President of Bank of Oklahoma,
Oklahoma City, Oklahoma, Financial Corporation. Mr. Stone was previously
President and Chief Executive Officer of Founders Bank and Trust Company in
Oklahoma City, Oklahoma. He has also served as a director of Bank of Oklahoma,
Tulsa, Oklahoma and as Executive Vice-President of Management Associates, Inc.,
a bank acquisition and management company.

John J. Wiesner, Director. Mr. Wiesner has been a business consultant and a
director of Stage Stores, Inc. since July 1997. Mr. Wiesner serves on Stage's
audit committee. Mr. Wiesner held various

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<PAGE> 41

positions at C.R. Anthony, including Chairman of the Board and President, from
1987 to 1997. Mr. Wiesner also serves as a director of Lamonts Apparel, Inc. and
Elder-Beerman Department Stores, Inc. In each case, Mr. Wiesner serves on the
compensation committee.

Andrew W. May, Director. Mr. May has been in the investment industry for 24
years and has benefited from significant experience ranging from money
management to investment banking. Currently, Mr. May is the owner of May Capital
Management L.L.C., which is the General Partner to The May Strategy Fund LP. Mr.
May was a founder of ComVest Partners Inc., a Dallas, Texas-based institutional
research and investment banking and broker-dealer specializing in the
telecommunications and networking arenas. He served as President of ComVest from
1995 until 1999. Mr. May was Managing Director in charge of institutional sales
at William K. Woodruff & Co. Inc., an institutional research boutique from 1983
to 1995. Between 1975 and 1983, Mr. May was employed by Ivory & Sime, PLC, an
investment management organization based in Edinburgh, Scotland. Mr. May was
employed in various capacities of which the final four years was as a portfolio
manager/research analyst specializing in high growth companies, primarily in the
technology sectors.

Roger Clanton, Vice President Sales and Marketing. Mr. Clanton has served
as Vice President Sales and Marketing for LORECOM since March 1, 1999. Mr.
Clanton was with AT&T prior to joining LORECOM, where he managed the
implementation of advanced communication services for a critical large market
account. From 1987 to 1998, Mr. Clanton served as Major Account Manager for
Sprint. During his tenure with Sprint, he managed Sprint's largest accounts in
Oklahoma City and Tulsa, Oklahoma.

Becky Brittain, Major Accounts Manager. Ms. Brittain became Major Account
Manager for LORECOM on March 1, 1999. Prior to that date, Ms. Brittain was
employed as Major Account Executive for Williams Communications and Major
Account Manager for GTE, Inc. Ms. Brittain also served as National Accounts
Manager, System Designer and Management Information Systems with Nortel, Siemens
Rolm and MCI.

Don DeWald, Network Technical Services Manager. Mr. DeWald was appointed
Network Technical Services Manager on March 1, 1999. Prior to that date, Mr.
DeWald was Manager of Engineering Services for Global Data. From 1996 to 1997,
Mr. DeWald served as Systems Engineer for Precision Computer Services in
Oklahoma City. From 1992 to 1996, Mr. DeWald served as Technology Trainer and
Developer for Wave Technologies. As Technology Trainer and Developer, Mr. DeWald
wrote several training manuals on topics on computer networking and TCP/IP and
was selected by Wave to teach their initial offerings of administration and
advanced administration for Novell NetWare. Mr. DeWald is a Master Certified
Novell Engineer and a Microsoft Certified Systems Engineer.

The board of directors will have two standing committees, which are the
Compensation Committee and the Audit Committee. Each Committee will be composed
of at least two independent directors. Upon closing of this offering, the board
of directors will appoint independent directors to the Compensation and Audit
Committees and determine the duties of each committee.

COMPENSATION

Executive Officers. LORECOM has not conducted any significant operations
except those related to the acquisitions and this offering. In 1998, LORECOM
paid its Chief Executive Officer, David W. Aduddell, $33,615, plus a car
allowance. In 1999, LORECOM paid David Aduddell $44,500, plus a car allowance.
See "Certain Relationships and Related Transactions" for a discussion of why Mr.
Aduddell is no longer LORECOM's Chief Executive Officer. In 1999, we will pay
our continuing executive officers and officer nominees in accordance with their
employment agreements described under the heading "Employment Agreements with
Executive Officers." We are paying Mr. Travis $12,500 per month as a management
fee for his services provided between April 7, 1999 and the closing of this
offering and the acquisitions.

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<PAGE> 42

Directors. Directors of LORECOM who are also employees will not receive
directors' fees. LORECOM will pay non-employee directors fees of $1,000 for each
board meeting attended and will reimburse the directors for reasonable
out-of-pocket travel expenditures.

EMPLOYMENT AGREEMENTS WITH EXECUTIVE OFFICERS

We have employment agreements with Messrs. Travis, Evans and Hartwig for an
initial term expiring on the third anniversary of the closing of this offering,
subject to annual extensions of one year. Each of the employment agreements
carry the same terms with the exception of compensation. Mr. Travis will receive
an annual base salary of $150,000, Mr. Evans will receive an annual base salary
of $135,000 and Mr. Hartwig will receive an annual base salary of $110,000.
Messrs. Evans and Hartwig will also receive a one time bonus of $10,000 payable
upon the closing of this offering. Messrs. Travis, Evans and Hartwig are
eligible for bonuses, but only if LORECOM meets certain financial performance
criteria to be determined by the board. Messrs. Travis, Evans and Hartwig will
be reimbursed for all reasonable, ordinary and necessary business expenses, and
will receive a life insurance policy with premiums not to exceed $2,000.

Each of Messrs. Travis, Evans and Hartwig may be terminated by us for death
or cause, and they may terminate our agreements upon a change of control or for
good reason. Upon death, the employee's representatives will receive (1) the
employee's base salary for a period equal to the greater of the remaining
portion of the employment term or two years (the "Continuation Period"), and (2)
any pro rata bonus payable in the year of death. If an employment agreement is
terminated for any reason other than death or cause, or by the employee upon a
change of control or for good reason, the employee will receive (1) his base
salary for the Continuation Period, (2) for each year during the Continuation
Period, the highest annual bonus paid to the employee for any proceeding
calendar year, pro rated for any partial years, and (3) vacation pay for the
Continuation Period, pro rated for any partial years. The employee is also
provided continuing coverage under our group health, life and disability
insurance plans for one year after the termination date. If the employee's
employment is terminated by us for cause, or voluntarily by the employee, the
employee will receive his base salary and group health, life and disability
insurance coverage for one year after his termination date.

Messrs. Travis, Evans and Hartwig cannot compete against us during the term
of his employment or any period during which he is receiving payments or for
which he has been paid pursuant to his employment agreement. However, the
non-competition provisions do not apply if Messrs. Travis, Evans or Hartwig are
terminated without cause. Similarly, Messrs. Travis, Evans and Hartwig cannot
solicit our customers or employees, and cannot interfere with our contractual
relations with others, for the greater of the five-year anniversary of his
employment agreement or two years following termination of the employment
agreement.

DEFERRED COMPENSATION AND STOCK INCENTIVE PLANS

We have adopted a deferred stock compensation plan and an omnibus long-term
incentive plan to provide incentive to our directors, officers and certain other
key employees and consultants by making available to them an opportunity to
acquire a proprietary interest or to increase their proprietary interest in
LORECOM.

Deferred Stock Compensation Plan. The LORECOM Deferred Stock Compensation
Plan is effective on the closing date of this offering. The plan enables our
directors and officers to defer compensation and fees in cash and to elect
payments of such compensation and fees in LORECOM common stock. All officers and
directors are automatically entitled to participate in the plan. We have
reserved 50,000 shares of common stock for issuance under the plan. Initially,
there will be five individuals eligible to participate in the plan. The plan
will be administered by our Compensation Committee. Directors may elect to defer
a minimum of 25% of their compensation and fees or a greater amount in 25%
increments, and officers may elect to defer a minimum of 5% of compensation and
fees or a greater amount in 5% increments. All director's fees deferred under
the plan are credited to a stock unit account and are converted into

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<PAGE> 43

LORECOM common stock by dividing the amount of compensation and fees deferred by
the fair market value of one share of common stock as of the date the fees would
have otherwise been paid. All officer compensation deferred under the plan is
credited to a stock unit account and is converted into LORECOM common stock by
dividing the amount of the compensation deferred for each calendar quarter by
the fair market value of one share of common stock on the first day of the
calendar quarter following the deferral quarter. Once the person ceases to be an
officer or director, his or her participation in the plan automatically
terminates and LORECOM common stock is distributed to the officer or director
either in lump sum or over time not to exceed three years. The plan is subject
to standard anti-dilution provisions.

1999 Long-Term Incentive Plan.

General Description. The 1999 Long-Term Incentive Plan (the "Omnibus Plan")
is effective on the closing date of this offering. The Omnibus Plan provides for
compensatory awards (each an "Award") representing or corresponding to up to
450,000 shares of our common stock. Awards may be granted for no consideration
and consist of stock options, restricted stock, stock appreciation rights
("SARs"), other stock-based awards (such as phantom stock) and performance
awards consisting of any combination of the foregoing. Any shares of common
stock subject to an Award under the Omnibus Plan, which Award for any reason
expires, is cancelled or is terminated unexercised as to such shares, shall
again be available for the grant of other Awards under the Omnibus Plan;
provided, however, that forfeited common stock or other securities shall not be
available for further Awards if the grantee has realized any benefits of
ownership from such common stock. The Compensation Committee will administer the
Omnibus Plan. The Compensation Committee will have the full power and authority,
subject to the provisions of the Omnibus Plan, to designate participants, grant
Awards and determine the time at which all Awards shall be granted. No Award,
other than a nonqualified stock option, can be sold, pledged, assigned,
transferred or encumbered by a grantee other than by will or by the laws of
descent and distribution.

Stock Awards. The Compensation Committee has the right to grant Awards of
shares of common stock which are subject to such restrictions (including
restrictions on transferability and limitations on the right to vote or receive
dividends with respect to the restricted shares) and such terms regarding the
lapse of restrictions as are deemed appropriate. Generally, upon termination of
employment for any reason during the restriction period, restricted shares shall
be forfeited to LORECOM.

SARs. An Award may consist of SARs. Upon exercising a SAR, the holder will
be paid an amount in cash equal to the difference between the fair market value
of the shares of common stock on the date of exercise, and the fair market value
of the shares of common stock on the date of the grant of the SAR, less
applicable withholding of Federal and State taxes. The applicable percentage and
exercise price shall be established by the Compensation Committee at the time
the SAR is granted and shall not be less than the fair market value of a share
of common stock on the date the SAR is granted.

Options Issued Under Omnibus Plan. The terms of specific options will be
determined by the Compensation Committee. The Compensation Committee may grant
options designated as either nonqualified or incentive stock options. The
exercise price of any stock option will be determined by the Compensation
Committee, and for incentive stock options, will not be less than the fair
market value of the common stock subject to the option on such date. However, if
the grantee is a ten percent or more shareholder, the exercise price of an
incentive stock option will not be less than 110% of the fair market value of
the common stock subject to the option on such date. Each option will be
exercisable for the period or periods specified in the option agreement, which
will generally not exceed 10 years from the date of grant. The Compensation
Committee may provide for termination of an option in the case of termination of
employment or directorship or any other reason. If a grantee dies or becomes
subject to a disability prior to termination of his or her right to exercise an
option, the stock option agreement may provide that the option may be exercised
to the extent that the shares with respect to the option could have been
exercised by the grantee on the date of his or her death or disability.

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<PAGE> 44

Performance Awards Consisting of Options and SARs Issued in Tandem Under
Omnibus Plan. SARs may be granted in tandem with an option, in which event, the
grantee has the right to elect to exercise either the SAR or the option. Upon
the grantee's election to exercise one of these Awards, the other Award is
subsequently terminated. SARs may also be granted as an independent Award. In
the case of an SAR granted in tandem with an incentive stock option to an
employee who is a ten percent shareholder on the date of such grant, the amount
payable with respect to each SAR shall be equal in value to the applicable
percentage of the excess, if any, of the fair market value of a share of common
stock on the exercise date over the exercise price of the SAR, which exercise
price shall not be less than 110% of the fair market value of a share of common
stock on the date the SAR is granted.

Other Performance Awards Issued Under the Omnibus Plan. The Omnibus Plan
authorizes the Compensation Committee to grant, to the extent permitted under
Rule 16b-3 promulgated under the Exchange Act and applicable law, other Awards
that are denominated or payable in, valued by reference to, or otherwise based
on or related to shares of our common stock. Furthermore, the amount or terms of
an Award may be related to our performance or to such other criteria or measure
of performance as the directors or, if appointed, the Compensation Committee may
determine.

On June 21, 1999, the board of directors approved the issuance to each of
Messrs. Travis, Evans and Hartwig nonqualified stock options to purchase an
aggregate of 75,000 shares of common stock at an exercise price per share equal
to the offering price of our common stock in this offering. 15,000 options vest
immediately. The remaining options will vest in 15,000 increments over the next
four years.

LIMITATION ON DIRECTORS' AND OFFICERS' LIABILITY

LORECOM's Certificate of Incorporation provides for the indemnification of
officers and directors to the fullest extent permitted by the Oklahoma General
Corporation Act. All of the Company's directors and officers will be covered by
insurance policies maintained by it against certain liabilities for actions
taken in their capacities as such.

Pursuant to the underwriting agreement filed as an exhibit to the
registration statement, the underwriter has agreed to indemnify LORECOM, each
officer and director of LORECOM and each person, if any, who controls LORECOM
within the meaning of the Securities Act, against certain liabilities resulting
from information in this prospectus provided by the underwriter.

To the extent that indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and each controlling
person of LORECOM pursuant to its Certificate of Incorporation, Bylaws, Oklahoma
law or otherwise, LORECOM has been advised that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by LORECOM of expenses incurred or paid by a director, officer or
controlling person of LORECOM and the successful defense of any person, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, LORECOM will, unless in the
opinion of its counsel the matter has been settled by a controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

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<PAGE> 45

OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS

The following table sets forth certain information with respect to the
beneficial ownership of our common stock as of June 15, 1999 by (a) LORECOM's
executive officers, (b) each of LORECOM's directors (including persons who will
become directors upon consummation of the offering), (c) all executive officers
and directors of LORECOM as a group and (d) each other person (or group of
affiliated persons) who we know beneficially owns 5% or more of LORECOM's common
stock.

<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL OWNERSHIP PERCENT
-------------------------------- --------------------------------
BEFORE OFFERING AFTER OFFERING BEFORE OFFERING AFTER OFFERING
AND AND AND AND
NAME ACQUISITIONS ACQUISITIONS ACQUISITIONS ACQUISITIONS
- ---- --------------- -------------- --------------- --------------
<S> <C> <C> <C> <C>
Ricky Naylor.......................... 452,153 452,153 95% 18%
821 S.W. 66th
Oklahoma City, OK 73139
Larry Travis.......................... -- 107,727(1)(2) -- 4%(1)(2)
4200 Perimeter Center Drive
Suite 100
Oklahoma City, OK 73112

William J. Hartwig.................... -- 15,000(2) -- <1%(2)
12101 North Meridian
Oklahoma City, OK 73120

Joseph O. Evans....................... -- 15,000(2) -- <1%(2)
12101 North Meridian
Oklahoma City, OK 73120

Debra G. Morehead..................... 4,759 4,759 1% <1%
821 S.W. 66th
Oklahoma City, OK 73139
Wesley E. Cantrell.................... -- -- -- --
2300 Parklake Drive, N.E.
Atlanta, Georgia 30345
Wayne Stone........................... -- -- -- --
710 Cedar Lake Blvd.
Suite 200
Oklahoma City, OK 73114
Jack Wiesner.......................... -- -- -- --
228 Robert S. Kerr Avenue
Suite 350
Oklahoma City, OK 73118
Andrew May............................ -- -- -- --
3309 Westminster
Dallas, Texas 75205
All officers and directors as a group
(9 persons)......................... 456,912 594,639 96% 24%
</TABLE>

- ---------------

(1) Mr. Travis is an officer and a director of the general partner of Wylie
Limited Partnership. Wylie Limited Partnership is expected to receive 92,727
shares of LORECOM common stock from the acquisition of Travis Business
Systems, Inc., an interconnect partner, by LORECOM. Mr. Travis owns 25% of
the general partner of Wylie Limited Partnership and owns 50% of the limited
partnership interests in Wylie Limited Partnership. The remaining interests
in the general partner, and

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<PAGE> 46

limited partner interests in Wylie Limited Partnership, are owned by Mr.
Travis' wife and children. Mr. Travis disclaims any beneficial ownership
with respect to these interests.

(2) Messrs. Travis, Evans and Hartwig will each be issued 75,000 nonqualified
stock options upon closing this offering. 15,000 of the options will vest
immediately.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

LORECOM was incorporated by David Aduddell on September 4, 1998 under the
name Advantage Business Solutions, Inc. Aduddell capitalized LORECOM with $10.00
cash and certain intangible personal property, including business plans,
organizational documents and economic projections relating to several
consolidating company opportunities. Aduddell was the sole shareholder until
September 8, 1998, when Advantage Business Solutions, Inc. sold 62.5% of its
outstanding stock to Ricky Naylor in exchange for $10.00 cash and a binding
agreement to pay LORECOM $499,990 upon demand. At June 15, 1999, Naylor had paid
LORECOM all amounts owed under this agreement.

David Aduddell is subject to a noncompetition agreement which prohibits him
from (1) directly or indirectly selling local and long distance service in
competition with a certain telephone service provider, and (2) owning an
interest in a competitor of the telephone service provider, except that he can
own up to 1% of a publicly traded competitor. As a result, Aduddell's
affiliation in any way with LORECOM would restrict LORECOM's ability to sell
local and long distance service. Similarly, if LORECOM sells local and long
distance service, Aduddell could only own up to 1% of LORECOM. Aduddell believed
that LORECOM could substantially increase its revenues and net income by selling
local and long distance services through the interconnect partners' customer
bases. Therefore, on April 9, 1999, Aduddell cancelled his 32.5% interest
(285,000 shares) in LORECOM. Also, on April 9, 1999, David Aduddell resigned as
Chief Executive Officer and a director of LORECOM to ensure that LORECOM's
ability to sell local and long distance services would not be restricted by his
affiliation with LORECOM.

David Aduddell also owns 33.33% of Access Communications Services, Inc.,
one of the interconnect partners. Aduddell will receive $100,000 in cash and
LORECOM common stock equal to $200,000 (estimated to be 18,182 shares) upon the
acquisition of Access by LORECOM. Upon completion of the offering and
acquisition of the interconnect partners, we anticipate having approximately
2,456,632 shares of common stock issued and outstanding. Aduddell's 18,182
shares will represent less than 1% of our total outstanding stock.

Steve Aduddell is David Aduddell's brother. Steve Aduddell owns 67.67% of
Access Communications Services, Inc., one of the interconnect partners. Steve
Aduddell will receive $500,000 in cash and LORECOM common stock equal to
$100,000 (estimated to be 9,091 shares) upon the acquisition of Access by
LORECOM.

Aduddell Enterprises owns the lease space where our principal offices are
located. David Aduddell and Steve Aduddell each own 50% of Aduddell Enterprises.
Aduddell Enterprises has sold the lease space, and as a result, LORECOM must
vacate the premises. LORECOM will abandon approximately $22,800 of leasehold
improvements, and Access Communications will abandon approximately $18,000 of
leasehold improvements, which could be deemed to have inured to the benefit of,
and been reflected in the sales price of the building for, Aduddell Enterprises.

Wylie Limited Partnership is expected to receive 92,727 shares of LORECOM
common stock from the acquisition of Travis Business Systems, Inc., an
interconnect partner, by LORECOM. Mr. Travis owns 25% of the general partner of
Wylie Limited Partnership and 50% of the limited partnership interests in Wylie
Limited Partnership.

Ricky Naylor agreed to fund, and has funded through an affiliate, the
operations of LORECOM prior to the closing of this offering. Any and all amounts
loaned to LORECOM are unsecured, bear interest at 10% per year and are payable
on the earlier of the closing of this offering or December 31, 1999. This

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<PAGE> 47

loan, together with accrued interest, will be repaid from the proceeds of this
offering. As of June 15, 1999, the principal amount due Mr. Naylor was
approximately $535,000.

Management believes each transaction between LORECOM and our officers,
directors or principal stockholders or their affiliates were on terms no less
favorable to our officers, directors or principal stockholders or their
affiliates than could reasonably have obtained in an arm's length transaction
with independent third parties. In most cases, however, at the time the
transactions took place, we lacked sufficient disinterested independent
directors to ratify the transactions.

LORECOM's Certificate of Incorporation provides that all transactions
between LORECOM or its subsidiaries and a director, officer or other affiliate
of LORECOM will be void or voidable unless the material facts regarding the
relationship and the transaction are disclosed, or are known to the board, and a
majority of the disinterested directors in good faith authorize the transaction;
or the material facts regarding the relationship and the transaction are
disclosed, or are known to the stockholders entitled to vote on the transaction,
and a majority of the disinterested stockholders approve the transaction. As a
result of these provisions, any future transactions with directors, officers,
employees or affiliates of LORECOM are anticipated to be minimal and will, in
any case, be approved in advance by either a majority of the independent and
disinterested directors or disinterested stockholders of LORECOM. Similarly, all
of our future material affiliate transactions, loans, any forgiveness of loans
and any issuance of preferred stock must be approved by a majority of our
independent directors who do not have an interest in the transactions and who
had access, at our expense, to our legal counsel, or to independent counsel.

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<PAGE> 48

DESCRIPTION OF COMMON STOCK

ABOUT THE COMMON STOCK

As of the date of this prospectus, LORECOM is authorized to issue 4,500,000
shares of common stock, par value $.01 per share, and 500,000 shares of
preferred stock, par value $.01 per share. The summary of the terms of LORECOM's
authorized and outstanding capital stock found below is qualified in its
entirety by reference to LORECOM's Certificate of Incorporation, a copy of which
is included as an exhibit to the registration statement of which this prospectus
is a part.

Common stock. Owners of common stock will be entitled to dividends declared
by LORECOM's board of directors out of funds legally available. The common
stockholders are entitled to one vote per share for the election of directors
and other corporate matters. In the event of liquidation, dissolution or winding
up, common stockholders would be entitled to share ratably in all of LORECOM's
assets available for distribution. The common stock carries no preemptive
rights. All outstanding shares of common stock are, and the shares of common
stock to be sold by LORECOM in the offering when issued will be, duly
authorized, validly issued, fully paid and nonassessable. We are making
application to list the common stock on the .

Preferred stock. The board of directors is authorized to issue from time to
time, without stockholder authorization, in one or more designated series,
500,000 shares of preferred stock with such dividend, redemption, conversion,
liquidation and exchange provisions as are provided in the particular series.
Except as expressly provided by law, or except as may be provided by resolution
of the board of directors, the preferred stock shall have no right or power to
vote on any question or in any proceeding or to be represented at, or to receive
notice of, any meeting of LORECOM's stockholders. No shares of preferred stock
are issued or outstanding and the board of directors has no present plans to
issue any of the preferred stock. We will only offer shares of preferred stock
to a promoter, officer, director or 5% shareholder on the same terms as offered
to all other existing stockholders or to new stockholders.

Possible anti-takeover effects. The board is divided into three classes.
Each class of directors consists, as nearly as possible, of one-third of the
total number of directors constituting the entire board. LORECOM's Bylaws
provide that, subject to the rights of the holders of any series of preferred
stock, the number of directors may be fixed from time to time by resolution of
the board, but will consist of not less than one nor more than nine members. The
term for directors in the first class expires at the annual meeting of
stockholders to be held in 2000; the initial term for directors in the second
class expires at the annual meeting of stockholders to be held in 2001; and the
initial term for directors in the third class expires at the annual meeting of
stockholders to be held in 2002. A director of LORECOM may be removed only for
cause and only upon the affirmative vote of the holders of a majority of the
outstanding capital stock entitled to vote at an election of directors. The
board provisions set forth in LORECOM's Certificate of Incorporation may not be
amended without the approval of at least 66 2/3 percent of the voting power of
all shares entitled to vote generally in the election of directors, voting
together as a single class. The provisions of LORECOM's Certificate of
Incorporation and Bylaws, together with the ability of the board to issue
preferred stock without further stockholder action, could delay or frustrate the
removal of incumbent directors and could also discourage or make more difficult
a merger, tender offer or proxy contest even if such event would be favorable to
the interests of stockholders.

Section 1090.3 of the Oklahoma General Corporation Act prohibits a publicly
held Oklahoma corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless (1)
prior to the date of the business combination, either the business combination
or the transaction which resulted in such person becoming an interested
stockholder is approved by the board of directors; (2) upon consummation of the
transaction which resulted in the stockholder becoming an interested
stockholder, the interested stockholder owns at least 85% of the outstanding
voting stock; or (3) on or after such date the business combination is approved
by the board of directors and by the affirmative vote of at least 66 2/3% of the
outstanding voting stock which is not owned by the interested stockholder. A
"business combination"

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<PAGE> 49

includes mergers, asset sales and other transactions resulting in a financial
benefit to the interested stockholder. An "interested stockholder" is a person
who, together with affiliates and associates, owns 15% or more of the
corporation's voting stock. The effect of such statute may be to discourage
certain types of transactions involving an actual or potential change in control
of LORECOM.

If we have 1,000 or more shareholders and meet other conditions, we will be
subject to Oklahoma's control shares act. With exceptions, this act prevents
holders of more than 20% of our stock from voting those shares. This provision
at least delays the time it takes anyone to gain control of LORECOM. Also,
shareholder action by written consent without a meeting must be unanimous.

DIVIDEND POLICY

LORECOM intends to retain earnings, if any, to finance the expansion of its
business and for general corporate purposes. We do not expect to pay dividends
for the foreseeable future. Future lenders may also impose restrictions on our
ability to pay dividends.

MARKET FOR COMMON STOCK AND SHARES ELIGIBLE FOR FUTURE SALE

No public market currently exists for LORECOM's common stock. The offering
price of our common stock does not necessarily indicate the price at which the
common stock will trade. Stock prices and trading volumes for many
telecommunication companies fluctuate for a number of reasons, including some
reasons which may be unrelated to their business or results of operation. An
active trading market for the common stock may not develop or continue after the
offering.

We presently have four stockholders of record. Upon completion of the
offering, 2,456,632 shares of common stock are expected to be outstanding. All
of the 1,600,000 shares expected to be purchased in the offering (1,840,000
shares if the underwriter's over-allotment option is exercised in full) will be
freely tradeable without registration or other restriction under the Securities
Act, except for shares purchased by affiliates of LORECOM. All of the remaining
shares of common stock outstanding, which are the restricted shares, may be sold
only pursuant to an effective registration statement filed by LORECOM or
pursuant to an applicable exemption, including an exemption under Rule 144 under
the Securities Act. In this regard, 23,797 of the restricted shares of common
stock will be eligible for resale pursuant to Rule 144 no later than September,
1999, approximately 287,955 of the restricted shares of common stock will be
eligible for resale pursuant to Rule 144 no later than one year following the
consummation of this offering, and approximately 544,880 of the restricted
shares will be eligible for resale pursuant to Rule 144 no later than two years
following the consummation of this offering. The effect, if any, that future
market sales of shares or the availability of shares for sale will have on the
prevailing market prices for the common stock cannot be predicted. Nevertheless,
sales of a substantial number of shares in the public market could adversely
affect prevailing market prices for the common stock.

In general, Rule 144 provides that if a person (excluding an affiliate)
holds restricted shares (regardless of whether such person is the initial holder
or a subsequent holder of such shares), and if at least one year has elapsed
since the later of the date on which the restricted shares were issued or the
date that they were acquired from an affiliate, then such person is entitled to
sell within any three-month period a number of shares that does not exceed the
greater of 1% of the then outstanding shares of common stock or the average
weekly trading volume of such stock during the four calendar weeks preceding the
sale. After the restricted shares are held for two years by a person who is not,
and has not been during the preceding three months, deemed an "affiliate" of
LORECOM, the holder would be entitled to sell such shares under Rule 144 without
regard to the volume limitations described above.

The holders of approximately 380,682 shares of common stock and warrants to
purchase an additional 10,000 shares of common stock will have certain rights to
require LORECOM to register such shares for resale under the Securities Act. If,
subsequent to the consummation of the offering, we propose to register any of
our securities under the Securities Act, such holders are entitled to notice of
such registration and to include their shares in such registration with their
expenses borne by LORECOM, subject to the right of an underwriter participating
in the offering to limit the number of shares included in such registration.

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<PAGE> 50

In addition, the holders of a majority of such shares of common stock have the
right to immediately demand, subject to certain limitations, that LORECOM file
one registration statement covering sales of their respective shares, and we are
obligated to pay the expenses of such registration.

Our directors and executive officers (including those holders with
registration rights described above) have agreed that, during the two-year
period following the close of the offering they will not, and LORECOM has agreed
that for a period of 180 days following the date of this prospectus it will not,
without the prior written consent of Capital West Securities, Inc., offer, sell,
contract to sell or otherwise dispose of any shares of common stock or any
securities convertible into, or exercisable or exchangeable for, common stock,
except that we may grant units or awards under our deferred stock compensation
plan and the Omnibus Plan, and may issue shares of common stock (1) in
connection with the acquisitions, or (2) pursuant to the exercise of awards or
distributions of units under our incentive plans.

TRANSFER AGENT

The transfer agent for the common stock is Continental Stock Transfer and
Trust Company.

THE UNDERWRITER AND THE PLAN OF DISTRIBUTION

THE UNDERWRITING AGREEMENT

Capital West Securities, Inc. has agreed, subject to the terms and
conditions set forth in the underwriting agreement between LORECOM and Capital
West, to purchase from LORECOM, and LORECOM has agreed to sell to Capital West,
1,600,000 shares of common stock, excluding the over-allotment option. Capital
West is offering the common stock on a firm commitment basis.

The underwriting agreement provides that the obligations of Capital West to
purchase the shares listed above are subject to certain conditions. The
underwriting agreement also provides that Capital West is committed to purchase,
and we are obligated to sell, all of the shares offered by this prospectus, if
any of the shares being sold pursuant to the underwriting agreement are
purchased (without consideration of any shares that may be purchased through the
exercise of the underwriter's over-allotment option).

Capital West has advised us that it proposes to offer the shares to the
public initially at the public offering price set forth on the cover page of
this prospectus and to certain dealers at such price, less a concession not to
exceed $ per share. Capital West may allow, and the dealers may reallow, a
concession to other dealers not to exceed $ per share. After the initial
public offering of the shares, the public offering price, the concessions to
selected dealers and the reallowance to other dealers may be changed by Capital
West.

Capital West was first registered as a broker-dealer in May 1995. Capital
West has participated in only nine public equity offerings as an underwriter,
although certain of its employees have had experience in underwriting public
offerings while employed by other broker-dealers. Prospective purchasers of the
securities offered in this prospectus should consider Capital West's limited
underwriting experience in evaluating this offering.

We have granted Capital West an option, exercisable during the 45-day
period after the date of this prospectus, to purchase up to an additional
240,000 shares of common stock at the initial public offering price set forth on
the cover page of this prospectus, less underwriting discounts and commissions.
Capital West may exercise such option only to cover over-allotments, if any,
incurred in the sale of shares.

We have agreed to indemnify Capital West against certain liabilities,
including liabilities under the Securities Act, or to contribute to payments
that Capital West may be required to make in respect thereof. Capital West has
informed us that it does not intend to confirm sales to any account over which
it exercises discretionary authority.

We agreed to pay to Capital West a non-accountable expense allowance of 2%
of the gross proceeds derived from the sale of the common stock (including the
sale of any shares of common stock subject to

46
<PAGE> 51

Capital West's over-allotment option), $16,000 of which has been paid as of the
date of this prospectus. The non-accountable expense allowance will cover all
expenses incurred in connection with qualifying our common stock for sale under
the laws of such states as Capital West may designate, including filing fees and
fees and expenses of counsel retained for such purposes by the underwriter, and
registering the offering with the National Association of Securities Dealers,
Inc.

In connection with this offering, LORECOM has agreed to sell to Capital
West, for a price of $.001 per warrant, warrants to purchase shares of common
stock equal to 10% of the total number of shares of common stock sold pursuant
to this offering, excluding shares subject to the over-allotment option. The
Capital West warrants are exercisable at a price equal to 120% of the initial
public offering price ($13.20 assuming an initial public offering price of
$11.00 per share) for four years, commencing one year from the date of this
prospectus. The Capital West warrants grant to Capital West, with respect to the
registration under the Securities Act of the securities directly and indirectly
issuable upon exercise of Capital West's warrants, one demand registration right
during the exercise period, as well as piggyback registration rights at any
time. Subject to limited exceptions, the warrants will be restricted from sale,
transfer, pledge or assignment for a period of one year from the effective date
of the offering.

Pursuant to the relevant merger or asset purchase agreement, holders of
approximately 12% of the shares of LORECOM's common stock (including LORECOM's
directors and executive officers) outstanding after completion of this offering
have agreed for a period of 12 months after the date of closing the offering,
they will not offer, sell or otherwise dispose of any shares of common stock
owned by them. LORECOM's executive officers and directors have agreed to enter
into a 24 month lock-up agreement with regard to shares of common stock they
own, representing approximately 24% of the common stock outstanding after
completion of this offering.

The shares of common stock are expected to be listed on the
under the trading symbol " ." Any listing is contingent, among other
things, upon LORECOM obtaining 400 shareholders. In connection with this
offering, Capital West may engage in transactions that stabilize, maintain or
otherwise affect the market price of the common stock. Such transactions may
include stabilization transactions effected in accordance with Rule 104 of
Regulation M, pursuant to which such persons may bid for or purchase common
stock for the purpose of stabilizing its market price. Capital West also may
create a short position by selling more common stock in connection with the
offering than it is committed to purchase from LORECOM, and in such case, may
purchase common stock in the open market following completion of the offering to
cover all or a portion of such short position. Capital West may also cover all
or a portion of such short position, up to 240,000 shares of common stock, by
exercising its over-allotment option referred to above. In addition, Capital
West may impose "penalty bids" under contractual arrangements with the
underwriters whereby it may reclaim from an underwriter (or dealer participating
in the offering) for the account of the other underwriters, the selling
concession with respect to common stock that is distributed in the offering but
subsequently purchased for the account of the underwriters in the open market.
Any transactions described in this paragraph may result in the maintenance of
the price of the common stock at a level above that which might otherwise
prevail in the open market. None of the transactions described in this paragraph
are required, and, if they are undertaken, they may be discontinued at any time.

The estimated aggregate expenses, to be paid solely by LORECOM, in
connection with the acquisitions and the distribution of the securities being
registered is approximately $2.7 million.

47
<PAGE> 52

DETERMINING THE OFFERING PRICE

Prior to this offering, there has been no public market for LORECOM's
common stock. We determined the initial public offering price in negotiations
with Capital West. Among the factors we considered in determining the initial
public offering price, in addition to prevailing market conditions, were the
following:

- Our financial information and prospects for future revenues;

- The history of, and the prospects for, LORECOM and the industry in which
it competes;

- That LORECOM and its interconnect partners have not previously engaged in
business transactions before;

- That on a pro forma basis, LORECOM experienced a loss for 1998;

- An assessment of our management;

- LORECOM's past and present operations;

- The dilution that new investors in LORECOM will experience;

- The present state of our development; and

- All of these factors in relation to market values and valuation measures
of other companies engaged in activities similar to LORECOM.

The initial public offering price set forth on the cover page of this
prospectus should not be considered an indication of the actual value of the
common stock. The price is subject to change as a result of market conditions
and other factors. We cannot assure you that an active trading market will
develop for the common stock or that the common stock will trade in the public
market subsequent to the offering at or above the initial public offering price.

EXPERTS

The financial statements of the following companies (for the periods
indicated) included in this prospectus have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their reports (as further described
below) appearing herein, and are included in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing:

As of December 31, 1998, and for the period from September 4, 1998
(date of inception), to December 31, 1998:
LORECOM Technologies, Inc. (formerly The Alliance Group, Inc.)

As of December 31, 1998, and for the year then ended:
Access Communications Services, Inc.
American Telcom, Inc.
Banner Communications, Inc.
Communication Services, Inc.
Travis Business Systems, Inc.

As of December 31, 1998 and 1997, and for the years then ended:
Telephone and Paging Divisions of Electrical & Instrument Sales
Corporation ("EIS") (which report expresses an unqualified opinion and
includes an explanatory paragraph relating to the divisions being a
component part of EIS)

As of September 30, 1998, and for the year then ended:
Terra Telecom, Inc.
Telkey Communications, Inc.

48
<PAGE> 53

The financial statements of the following companies (for the periods
indicated) included in this prospectus have been audited by Saxon & Knoll, P.C.,
independent auditors, as stated in their reports appearing herein, and are
included in reliance upon the reports of such firm given upon their authority as
experts in accounting and auditing:

As of December 31, 1998, and for the year then ended:
Nobel Systems, Inc.

As of December 31, 1997, and for the year then ended:
Access Communications Services, Inc.
American Telcom, Inc.
Banner Communications, Inc.
Travis Business Systems, Inc.

As of September 30, 1997, and for the year then ended:
Terra Telecom, Inc.
Telkey Communications, Inc.

The financial statements of Commercial Telecom Systems, Inc. as of December
31, 1998, and for the year then ended included in this prospectus have been
audited by Hunter, Atkins & Russell, PLC, independent auditors, as stated in
their report appearing herein, and are included in reliance upon the reports of
such firm given upon their authority as experts in accounting and auditing.

VALIDITY OF COMMON STOCK

The validity of the common stock offered hereby will be passed on for
LORECOM by McAfee & Taft A Professional Corporation, Oklahoma City, Oklahoma.
Certain legal matters in connection with the shares of common stock will be
passed on for Capital West by Robertson & Williams, Oklahoma City, Oklahoma.

49
<PAGE> 54

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
LORECOM Technologies, Inc. ................................. F-2
Access Communications Services, Inc. ....................... F-10
American Telcom, Inc. ...................................... F-21
Banner Communications, Inc. ................................ F-30
Commercial Telecom Systems, Inc. ........................... F-39
Communication Services, Inc. ............................... F-47
Telephone and Paging Divisions of EIS Communications
Combined Financial Statements............................. F-55
Nobel Systems, Inc. ........................................ F-62
Telkey Communications, Inc. ................................ F-70
Terra Telecom, Inc. ........................................ F-80
Travis Business Systems, Inc. .............................. F-90
</TABLE>

F-1
<PAGE> 55

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
LORECOM Technologies, Inc. (formerly
The Alliance Group, Inc.):

We have audited the accompanying balance sheet of LORECOM Technologies,
Inc. (formerly The Alliance Group, Inc.) as of December 31, 1998, and the
related statements of operations, stockholders' deficiency, and cash flows for
the period from September 4, 1998 (date of inception) to December 31, 1998.
These financial statements are the responsibility of the company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of LORECOM Technologies, Inc. (formerly The
Alliance Group, Inc.) at December 31, 1998, and the results of its operations
and its cash flows for the period from September 4, 1998 (date of inception) to
December 31, 1998, in conformity with generally accepted accounting principles.

/s/ DELOITTE & TOUCHE LLP

Oklahoma City, Oklahoma
March 18, 1999 (April 9, 1999 as to
Note 7 to the financial statements, and
May 12, 1999 as to Note 8 to the
financial statements)

F-2
<PAGE> 56

LORECOM TECHNOLOGIES, INC.
(FORMERLY THE ALLIANCE GROUP, INC.)

BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
----------- ------------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash...................................................... $ 28,981 $ 79,700
Accounts receivable....................................... 26,436 --
Other current assets...................................... 2,721 1,933
--------- ---------
Total current assets.............................. 58,138 81,633
PROPERTY AND EQUIPMENT:
Vehicles.................................................. 35,988 35,988
Leasehold improvements.................................... 22,795 --
Equipment................................................. 46,080 6,711
104,863 42,699
Less accumulated depreciation............................. (4,438) (1,978)
--------- ---------
Property and equipment, net....................... 100,425 40,721
OTHER ASSETS:
Deferred offering costs................................... 509,644 19,109
Other assets.............................................. -- 1,389
--------- ---------
Total other assets................................ 509,644 20,498
--------- ---------
TOTAL............................................. $ 668,207 $ 142,852
========= =========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
Current portion of long-term debt......................... $ 8,255 $ 8,049
Accounts payable.......................................... 268,873 32,464
Accounts payable -- related parties....................... 118,670 18,296
Note payable -- related party............................. 35,000 --
Cash advances payable..................................... -- 80,000
Other current liabilities................................. 35,233 --
--------- ---------
Total current liabilities......................... 466,031 138,809
Long-term debt, net of current portion...................... 23,966 26,119
--------- ---------
Total liabilities................................. 489,997 164,928
--------- ---------
COMMITMENTS
STOCKHOLDERS' EQUITY (DEFICIENCY):
Preferred stock, $.01 par value, 500,000 shares
authorized; none issued................................ -- --
Common stock, $.01 par value; 4,500,000 shares authorized;
760,950 shares issued and outstanding (see Note 7)..... 7,610 7,610
Additional paid in-capital................................ 492,400 492,400
Accumulated deficit....................................... (321,800) (113,078)
Stock subscription receivable............................. -- (409,008)
--------- ---------
Total stockholders' equity (deficiency)........... 178,210 (22,076)
--------- ---------
TOTAL............................................. $ 668,207 $ 142,852
========= =========
</TABLE>

See notes to financial statements.

F-3
<PAGE> 57

LORECOM TECHNOLOGIES, INC.
(FORMERLY THE ALLIANCE GROUP, INC.)

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
THREE PERIOD FROM
MONTHS SEPTEMBER 4,
ENDED 1998 TO
MARCH 31, DECEMBER 31,
1999 1998
----------- ------------
(UNAUDITED)
<S> <C> <C>
NET SALES................................................... $ 26,436 $ --
COSTS AND EXPENSES:
Cost of sales............................................. 26,436 --
Salaries and benefits..................................... 121,323 63,267
General and administrative expenses....................... 86,915 48,961
Interest expense.......................................... 484 850
--------- ---------
Total costs and expenses.......................... 235,158 113,078
--------- ---------
NET LOSS.................................................... $(208,722) $(113,078)
========= =========
</TABLE>

See notes to financial statements.

F-4
<PAGE> 58

LORECOM TECHNOLOGIES, INC.
(FORMERLY THE ALLIANCE GROUP, INC.)

STATEMENTS OF STOCKHOLDERS' DEFICIENCY

<TABLE>
<CAPTION>
COMMON ADDITIONAL STOCK
SHARES COMMON PAID-IN SUBSCRIPTION ACCUMULATED
(NOTE 7) STOCK CAPITAL RECEIVABLE DEFICIT TOTAL
-------- ------ ---------- ------------ ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, September 4, 1998
(Date of inception) --
Issuance of common stock......... 760,950 $7,610 $492,400 $(500,000) $ -- $ 10
Collections on stock subscription
receivable..................... -- -- -- 90,992 -- 90,992
Net loss......................... -- -- -- -- (113,078) (113,078)
------- ------ -------- --------- --------- ---------
BALANCE, December 31, 1998......... 760,950 7,610 492,400 (409,008) (113,078) (22,076)
Collections on stock subscription
receivable (Unaudited)......... -- -- -- 409,008 -- 409,008
Net loss (Unaudited)............. -- -- -- -- (208,722) (208,722)
------- ------ -------- --------- --------- ---------
BALANCE, March 31, 1999
(Unaudited)...................... 760,950 $7,610 $492,400 $ -- $(321,800) $ 178,210
======= ====== ======== ========= ========= =========
</TABLE>

See notes to financial statements.

F-5
<PAGE> 59

LORECOM TECHNOLOGIES, INC.
(FORMERLY THE ALLIANCE GROUP, INC.)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
THREE PERIOD FROM
MONTHS SEPTEMBER 4,
ENDED 1998 TO
MARCH 31, DECEMBER 31,
1999 1998
----------- ------------
(UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $(208,722) $(113,078)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation........................................... 2,460 1,978
Changes in current assets and liabilities:
Accounts receivable.................................. (26,436) --
Other current assets................................. (788) (1,933)
Other assets......................................... (489,146) (20,498)
Accounts payable..................................... 256,783 50,760
Other current liabilities............................ 35,233 80,000
--------- ---------
Net cash used in operating activities............. (430,616) (2,771)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment....................... (62,164) (42,699)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock.................................. -- 10
Proceeds from borrowings.................................. 35,000 36,073
Payments on long-term debt................................ (1,947) (1,905)
Collections on stock subscription receivable.............. 409,008 90,992
--------- ---------
Net cash provided by financing activities......... 442,061 125,170
--------- ---------
NET (DECREASE) INCREASE IN CASH............................. (50,719) 79,700
CASH, beginning of period................................... 79,700 --
--------- ---------
CASH, end of period......................................... $ 28,981 $ 79,700
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest.................. $ 450 $ 775
Common stock issued under stock subscription receivable... $ -- $ 500,000
</TABLE>

See notes to financial statements.

F-6
<PAGE> 60

LORECOM TECHNOLOGIES, INC.
(FORMERLY THE ALLIANCE GROUP, INC.)

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

LORECOM Technologies, Inc. (formerly The Alliance Group, Inc., formerly
Advantage Business Solutions, Inc.) (the "Company"), was incorporated on
September 4, 1998, under the laws of the State of Oklahoma. The Company was
formed solely for the purpose of identifying and acquiring interconnect
telecommunications companies.

At December 31, 1998, the Company has an accumulated deficit of $113,078
and a stockholders' deficiency of $22,076 that may raise concerns about the
Company's ability to continue as a going concern. The losses are due to costs
incurred prior to the Company earning any revenues. The stockholders' deficiency
is mainly due to the stock subscription receivable (see Note 4 to the financial
statements). Collections on such subscription will help fund future costs of the
Company. Subsequent to December 31, 1998, the Company collected $284,000 on the
stock subscription receivable through March 18, 1999. In addition, a stockholder
has agreed to fund the Company's operations prior to commencement of operations
in exchange for a note payable. Management's plans to improve the Company's
financial position include plans for expansion by acquisition (see Note 6 to the
financial statements) and seeking large telecommunication installation projects.
In February 1999 the Company obtained its first contract with a third party for
maintenance of telecommunications equipment.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Statements -- The balance sheet as of March 31,
1999, and the statement of operations, stockholders' equity and cash flows for
the three months ended March 31, 1999, have been prepared by the Company without
audit. In the opinion of management, all adjustments (which included only
normal, recurring adjustments) necessary to present fairly the financial
position at March 31, 1999, and the results of operations and cash flows for the
three months ended March 31, 1999, have been made. The results of operations for
the three months ended March 31, 1999 are not necessarily indicative of the
results to be expected for the full year.

Use of Estimates -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of sales and expenses during
the reporting period. Actual results could differ from those estimates.

Property and Equipment -- Property and equipment are stated at cost. Major
additions and improvements are capitalized at cost, while maintenance and
repairs which do not extend the useful lives of the respective assets are
expensed. When assets are sold or retired, cost and accumulated depreciation are
removed from the respective accounts. Any gains or losses resulting from
disposal are included in current period income or loss.

Property and equipment owned by the Company are depreciated using the
straight-line method over their estimated useful lives of three to seven years.

The Company records impairments to its long-lived assets when it becomes
probable that the carrying values of the assets will not be fully recovered over
their estimated lives. Impairments are recorded to reduce the carrying value of
the assets to their estimated fair values determined by the Company based on
facts and circumstances in existence at the time of the determination. No
impairments were recorded in 1998.

Income Taxes -- The Company has elected to be taxed under the provisions of
Subchapter S of the Internal Revenue Code. Under those provisions, the Company
does not pay federal corporate income taxes

F-7
<PAGE> 61
LORECOM TECHNOLOGIES, INC.
(FORMERLY THE ALLIANCE GROUP, INC.)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

on its taxable income. Instead, the stockholders are liable for individual
federal income taxes on their respective shares of the Company's taxable income.

Advertising -- Advertising costs incurred by the Company are expensed
during the period in which the advertising occurs.

Fair Value Disclosure -- The Company's financial instruments include cash,
short-term payables, and notes payable. The carrying amounts of cash and
short-term payables approximate fair value due to their short-term nature. The
carrying amounts of notes payable approximate fair value based on borrowing
terms currently available to the Company.

3. LONG-TERM DEBT

The Company's long-term debt at December 31, 1998, consists of the
following:

<TABLE>
<S> <C>
Note payable to a bank, due in monthly principal and
interest payments, interest rate of 8.75%, secured by a
vehicle, due in 2002...................................... $34,168
Less current maturities..................................... 8,049
-------
Total long-term debt........................................ $26,119
=======
</TABLE>

Maturities of long-term debt for the next four years are as follows:
1999 -- $8,049; 2000 -- $8,782; 2001 -- $9,583; and 2002 -- $7,754.

4. STOCK SUBSCRIPTION RECEIVABLE

In 1998, the Company sold 475,950 shares of common stock to a director in
exchange for a stock subscription receivable of $500,000. Collections have been
made on the subscription as funds were needed to fund operations during the
initial start-up period of the Company. During 1998, approximately $91,000 was
collected. Through March 18, 1999, a total of $375,000 was collected, and the
remaining balance due was $125,000.

Unaudited -- Through March 31, 1999, the remaining balance had been
collected.

5. RELATED PARTY TRANSACTIONS

The Company has recorded a liability for rent and overhead allocations in
the amount of $18,296 to an entity wholly owned and operated by a major
stockholder of the Company.

The Company has recorded a non-interest bearing cash advance payable in the
amount of $80,000 to an entity wholly owned and operated by a major stockholder
of the Company. The advance was repaid in January 1999.

During 1998, a major stockholder of the Company assigned 4,760 shares of
his stock to an employee of an entity owned and operated by the major
stockholder. The employee provided services to the Company which were invoiced
to and expensed by the Company in the amount of $10,397.

Unaudited -- During the three months ended March 31, 1999, the Company has
recorded a liability for:

- purchases of property and equipment in the amount of $35,600 to an entity
wholly owned and operated by a major stockholder of the Company.

F-8
<PAGE> 62
LORECOM TECHNOLOGIES, INC.
(FORMERLY THE ALLIANCE GROUP, INC.)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

- operating expenses of the Company in the amount of $35,000 to a major
stockholder of the Company.

- rent, purchase of property and equipment, and overhead allocations in the
amount of $38,073 to an entity wholly owned and operated by a major
stockholder of the Company.

6. DEFERRED OFFERING COSTS

The Company and its stockholders have entered into definitive agreements
with 13 Oklahoma-based telecommunications companies (the "Entities") pursuant to
which the Company will purchase all of the issued and outstanding common stock
or assets of the Entities concurrently with, and as a condition to, completion
of a public or private offering of the common stock of the Company. All of the
issued and outstanding common stock or assets of the Entities will be exchanged
for cash and common stock of the Company.

7. SUBSEQUENT EVENTS -- CAPITAL STOCK

Subsequent to December 31, 1998, the stockholders effected an increase in
the number of authorized common shares from 1,000 to 4,500,000 and a stock split
that increased the issued and outstanding common shares from 267 to 760,950. The
stockholders also authorized 500,000 shares of $.01 par value preferred stock.
These changes have been reflected in the Company's financial statements on a
retroactive basis as though they had been effected on the date of inception of
the Company.

Also, subsequent to December 31, 1998, the Company's Chief Executive
Officer ("CEO") resigned his position and directorship of the Company.
Additionally, all 285,000 shares of Company stock owned by the CEO, as adjusted
for the stock split, were voluntarily canceled. The shares canceled represented
32.5% of the total shares issued at that time. The cancellation increased the
percent of ownership of the remaining shareholders incrementally.

8. SUBSEQUENT EVENT -- COMPANY NAME CHANGE

In May 1999, the stockholders effected a change in the name of the Company
from The Alliance Group, Inc. (formerly Advantage Business Solutions, Inc.) to
LORECOM Technologies, Inc. This change has been reflected in the Company's
financial statements on a retroactive basis as though it had been effected on
the date of inception of the Company.

F-9
<PAGE> 63

INDEPENDENT AUDITORS' REPORT

To the Stockholders
Access Communications Services, Inc.:

We have audited the accompanying balance sheet of Access Communications
Services, Inc. as of December 31, 1998, and the related statements of
operations, stockholders' equity, and cash flows for the year ended December 31,
1998. The financial statements as of December 31, 1997, and for the year then
ended, were audited by other auditors whose report expressed an unqualified
opinion on those financial statements. These financial statements are the
responsibility of the company's management. Our responsibility is to express an
opinion on the 1998 financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the 1998 financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, such 1998 financial statements present fairly, in all
material respects, the financial position of Access Communications Services,
Inc. at December 31, 1998, and the results of its operations and its cash flows
for the year ended December 31, 1998, in conformity with generally accepted
accounting principles.

/s/ DELOITTE & TOUCHE LLP

Oklahoma City, Oklahoma
February 28, 1999

F-10
<PAGE> 64

INDEPENDENT AUDITORS' REPORT

To the Stockholders
Access Communications Services, Inc.:

We have audited the accompanying balance sheet of Access Communications
Services, Inc. as of December 31, 1997, and the related statements of
operations, stockholders' equity, and cash flows for the year ended December 31,
1997. These financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on the 1997 financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the 1997 financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, such 1997 financial statements present fairly, in all
material respects, the financial position of Access Communications Services,
Inc. at December 31, 1997, and the results of its operations and its cash flows
for the year ended December 31, 1997, in conformity with generally accepted
accounting principles.

/s/ SAXON & KNOL

Oklahoma City, Oklahoma
February 28, 1999

F-11
<PAGE> 65

ACCESS COMMUNICATIONS SERVICES, INC.

BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, --------------------
1999 1998 1997
----------- --------- --------
(UNAUDITED)
<S> <C> <C> <C>
CURRENT ASSETS:
Cash..................................................... $ 25,136 $ 187,464 $ 18,922
Accounts receivable...................................... 215,972 127,953 299,553
Inventory................................................ 60,465 51,820 38,220
Other current assets..................................... 3,143 3,864 1,590
--------- --------- --------
Total current assets............................. 304,716 371,101 358,285
PROPERTY AND EQUIPMENT:
Autos and trucks......................................... 124,776 124,776 114,188
Equipment................................................ 105,074 69,524 34,744
Leasehold improvements................................... 35,213 35,213 35,213
Real estate.............................................. 15,198 15,198 15,198
--------- --------- --------
280,261 244,711 199,343
Less accumulated depreciation............................ (109,570) (101,667) (72,251)
--------- --------- --------
Property and equipment, net...................... 170,691 143,044 127,092
--------- --------- --------
RECEIVABLE FROM STOCKHOLDERS............................... 27,400 156,577 138,629
OTHER ASSETS............................................... 1,000 42,400 35,910
--------- --------- --------
TOTAL............................................ $ 503,807 $ 713,122 $659,916
========= ========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Current liabilities:
Accounts payable...................................... $ 177,520 $ 191,484 $202,220
Deferred income taxes................................. 29,700 29,700 --
Other current liabilities............................. 31,055 49,895 33,537
Current portion of long-term debt..................... 54,281 53,344 40,974
Current portion of capital lease obligations.......... 20,484 20,130 11,151
--------- --------- --------
Total current liabilities........................ 313,040 344,553 287,882
Long-term debt, net of current portion................... 97,187 109,680 54,645
Deferred income taxes.................................... -- -- 29,700
Capital lease obligations................................ 5,488 7,068 27,284
--------- --------- --------
Total liabilities................................ 415,715 461,301 399,511
COMMITMENTS
STOCKHOLDERS' EQUITY:
Common stock, $5.00 par value; 100 shares authorized,
issued and outstanding................................ 375 500 500
Additional paid in-capital............................... 1,409 168,950 168,950
Retained earnings........................................ 86,308 82,371 90,955
--------- --------- --------
Total stockholders' equity....................... 88,092 251,821 260,405
--------- --------- --------
TOTAL............................................ $ 503,807 $ 713,122 $659,916
========= ========= ========
</TABLE>

See notes to financial statements.

F-12
<PAGE> 66

ACCESS COMMUNICATIONS SERVICES, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
THREE MONTHS ENDED YEARS ENDED
MARCH 31, DECEMBER 31,
------------------- -----------------------
1999 1998 1998 1997
-------- -------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
SALES........................................... $363,303 $287,023 $1,345,576 $1,447,155
COSTS AND EXPENSES:
Cost of sales................................. 155,748 125,476 551,100 568,732
Salaries and benefits......................... 132,439 137,234 523,127 502,620
Selling, general and administrative........... 62,789 58,999 234,004 243,562
Interest...................................... 7,390 8,012 47,444 28,641
-------- -------- ---------- ----------
Total costs and expenses.............. 358,366 329,721 1,355,675 1,343,555
-------- -------- ---------- ----------
INCOME (LOSS) BEFORE TAXES...................... 4,937 (42,698) (10,099) 103,600
INCOME TAX BENEFIT (EXPENSE).................... (1,000) 8,581 1,515 (30,000)
-------- -------- ---------- ----------
NET INCOME (LOSS)............................... $ 3,937 $(34,117) $ (8,584) $ 73,600
======== ======== ========== ==========
</TABLE>

See notes to financial statements.

F-13
<PAGE> 67

ACCESS COMMUNICATIONS SERVICES, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON COMMON
SHARES STOCK ADDITIONAL
(100 SHARES ($5 PAR PAID-IN RETAINED
AUTHORIZED) VALUE) CAPITAL EARNINGS TOTAL
----------- ------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C>
BALANCE, January 1, 1997................ 100 $ 500 $ 168,950 $17,355 $ 186,805
Net income............................ -- -- -- 73,600 73,600
--- ----- --------- ------- ---------
BALANCE, December 31, 1997.............. 100 500 168,950 90,955 260,405
Net loss.............................. -- -- -- (8,584) (8,584)
--- ----- --------- ------- ---------
BALANCE, December 31, 1998.............. 100 500 168,950 82,371 251,821
Common stock redemption (Unaudited)... (25) (125) (167,541) -- (167,666)
Net income (Unaudited)................ -- -- -- 3,937 3,937
--- ----- --------- ------- ---------
BALANCE, March 31, 1999 (Unaudited)..... 75 $ 375 $ 1,409 $86,308 $ 88,092
=== ===== ========= ======= =========
</TABLE>

See notes to financial statements.

F-14
<PAGE> 68

ACCESS COMMUNICATIONS SERVICES, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
THREE MONTHS ENDED YEARS ENDED
MARCH 31, DECEMBER 31,
-------------------- ---------------------
1999 1998 1998 1997
--------- -------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)............................. $ 3,937 $(34,117) $ (8,584) $ 73,600
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities:
Depreciation............................... 7,903 7,796 27,594 29,459
Loss on sale of assets..................... -- -- 4,185 --
Changes in current assets and liabilities:
Accounts receivable...................... (88,019) 55,524 171,600 (188,485)
Inventory................................ (8,645) 12,476 (13,600) (7,500)
Other current assets..................... 721 182 (2,274) 3,244
Other assets............................. 5,850 (640) (6,490) (1)
Accounts payable......................... (13,964) (9,442) (10,736) 39,918
Other current liabilities................ (18,840) 1,195 16,358 (3,642)
--------- -------- --------- ---------
Net cash provided by (used in)
operating activities................ (111,057) 32,974 178,053 (53,407)
--------- -------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment........... -- -- (51,173) (46,991)
Proceeds from sale of property and
equipment.................................. -- -- 3,442 --
Advances to stockholders...................... (38,489) (18,693) (150,753) (178,833)
Repayment of receivable from stockholders..... -- -- 132,805 85,064
Collections of accounts receivable, other..... -- -- -- 206,380
--------- -------- --------- ---------
Net cash provided by (used in)
investing activities................ (38,489) (18,693) (65,679) 65,620
--------- -------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowings............ -- -- 181,835 --
Payments on long-term borrowings and capital
leases..................................... (12,782) (12,794) (125,667) (9,862)
--------- -------- --------- ---------
Net cash provided by (used in)
financing activities................ (12,782) (12,794) 56,168 (9,862)
--------- -------- --------- ---------
NET INCREASE (DECREASE) IN CASH................. (162,328) 1,487 168,542 2,351
CASH, beginning of period....................... 187,464 18,922 18,922 16,571
--------- -------- --------- ---------
CASH, end of period............................. $ 25,136 $ 20,409 $ 187,464 $ 18,922
========= ======== ========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the period for interest...... $ 7,776 $ 7,611 $ 38,027 $ 24,485
Cash paid during the period for income
taxes...................................... $ -- $ -- $ 29,503 $ 35,750
</TABLE>

See notes to financial statements.

F-15
<PAGE> 69

ACCESS COMMUNICATIONS SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

Access Communications Services, Inc. (the "Company") was incorporated in
October 1986, under the laws of the State of Oklahoma. The Company sells,
installs and maintains telephone equipment in the state of Oklahoma market area.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Statements -- The balance sheet as of March 31,
1999, and the statements of operations, stockholders' equity and cash flows for
the three months ended March 31, 1999 and 1998, have been prepared by the
Company without audit. In the opinion of management, all adjustments (which
included only normal, recurring adjustments) necessary to present fairly the
financial position at March 31, 1999, and the results of operations and cash
flows for the three months ended March 31, 1999 and 1998, have been made. The
results of operations for the three months ended March 31, 1999 are not
necessarily indicative of the results to be expected for the full year.

Concentrations -- The Company currently buys most of its telephone
equipment from two manufacturers. Although there are a limited number of
manufacturers of telephone equipment, management believes that other
manufacturers could provide similar equipment on comparable terms. A change in
manufacturers, however, could cause a possible loss of sales, which would affect
operating results adversely.

Revenue Recognition -- Revenue is recognized when equipment is installed or
when maintenance services are rendered. The Company recognizes deferred revenues
for advance payment on agreements to maintain customer telephone equipment. The
deferred revenues are recognized as revenue over the period the services are
provided, which is generally 12 months. Deferred revenues are not significant as
of December 31, 1998 and 1997.

Accounts Receivable -- Allowances for doubtful accounts are established
based on historical losses, experience and knowledge of specific items.
Receivables determined to be uncollectible are written off as a charge to the
allowance for doubtful accounts; recoveries of previously written off amounts
are added back to the allowance for doubtful accounts. No allowances have been
established at December 31, 1998 and 1997 as management believes no material
losses will be incurred from receivables.

Inventory -- Inventory is stated at the lower of cost or market on a
specific identification basis. Cost is determined on a first-in, first-out
method.

Property and equipment owned by the Company are depreciated using an
accelerated method over their estimated useful lives of three to seven years.

Income Taxes -- The Company uses an asset and liability approach to account
for income taxes. Deferred income taxes are recognized for the tax consequences
of temporary differences and operating loss

F-16
<PAGE> 70
ACCESS COMMUNICATIONS SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

and tax credit carryforwards by applying enacted tax rates applicable to future
years to differences between the financial statement amounts and the tax bases
of existing assets and liabilities. A valuation allowance is established if, in
management's opinion, it is more likely than not that some portion of the
deferred tax asset will not be realized. At December 31, 1998 and 1997, the
Company's temporary differences between financial and tax bases of assets and
liabilities consist primarily of timing differences in the recognition of gain
from sale of an asset in a prior period.

Product Returns and Warranty -- Product returned by the customer due to
defective manufacture or failure during the manufacturer's warranty period is
returned by the Company to the manufacturer in exchange for replacement product
or refund.

Long-Lived Assets -- Management of the Company assesses recoverability of
its long-lived assets whenever events or changes in circumstances indicate that
the carrying amount of assets may not be recoverable. Recoverability is assessed
and measured on long-lived assets using an estimate of the undiscounted future
cash flows attributable to the asset. Impairment is measured based on future
cash flows discounted at an appropriate rate.

Advertising -- Advertising costs incurred by the company are expensed
during the period in which the advertising occurs.

Fair Value Disclosure -- The Company's financial instruments include cash
and cash equivalents, accounts receivable, receivables from stockholders,
short-term payables, capital lease obligations, and notes payable. The carrying
amounts of cash and cash equivalents, accounts receivable, and short-term
payables approximate fair value due to their short-term nature. The carrying
amounts of receivables from stockholders do not have readily determinable fair
values due to the related party nature of the transaction (see Note 8). The
carrying amounts of capital lease obligations and notes payable approximate fair
value based on borrowing terms currently available to the Company.

3. OPERATING LEASES

The Company has noncancelable operating leases for equipment and a
noncancelable operating lease with a stockholder for its office space. The
future minimum payments by year for these leases at December 31, 1998, are as
follows:

F-17
<PAGE> 71
ACCESS COMMUNICATIONS SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

4. LONG-TERM DEBT

The Company's long-term debt at December 31, 1998 and 1997, consisted of
the following:

<TABLE>
<CAPTION>
1998 1997
-------- -------
<S> <C> <C>
Note payable to bank, due in monthly principal and interest
payments; interest rate of 10.6%; maturing in 2002;
secured by all furniture, fixtures, inventory, equipment,
accounts receivable, and 50,000 shares of Zenex Long
Distance, Inc. separately owned by shareholders of the
Company................................................... $ 86,949 $52,445
Note payable to bank, due in monthly principal and interest
payments; interest rate of 10.6%; maturing in 1999;
secured by all furniture, fixtures, inventory, equipment,
accounts receivable, 50,000 shares of Clear-Line
Communications, Inc., and 20,000 shares of Zenex Long
Distance Co., Inc. separately owned by stockholders of the
Company................................................... 46,533 --
Note payable to credit union, due in monthly principal and
interest payments; interest rate of 8.5%; maturing in
2000; secured by vehicle.................................. 9,171 14,537
Note payable to bank, due in monthly principal and interest
payments; interest rate of 10.4%; maturing in 2001;
secured by vehicle........................................ 8,997 12,174
Note payable to bank, due in monthly principal and interest
payments; interest rate of 9.2%; maturing in 2001; secured
by vehicle................................................ 6,505 9,213
Note payable to a related party, due on demand, non
interest-bearing, unsecured; settled in 1998 through
offset with related party receivable...................... -- 7,250
Note payable to bank, due in monthly principal and interest
payments; interest rate of 9.7%; maturing in 2000; secured
by vehicle................................................ 4,869 --
-------- -------
163,024 95,619
Less current maturities..................................... 53,344 40,974
-------- -------
Total long-term debt........................................ $109,680 $54,645
======== =======
</TABLE>

5. CAPITAL LEASES

Future minimum lease payment obligations for leased assets under capital
leases as of December 31, 1998 are as follows:

<TABLE>
<S> <C>
1999........................................................ $20,746
2000........................................................ 7,120
-------
Total minimum lease payments................................ 27,866
Less amount representing interest........................... 668
-------
Present value of minimum lease payments..................... 27,198
Less current portion........................................ 20,130
-------
Long-term portion........................................... $ 7,068
=======
</TABLE>

F-18
<PAGE> 72
ACCESS COMMUNICATIONS SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

6. INCOME TAXES

The income tax provision benefit (expense) consists of the following:

<TABLE>
<CAPTION>
1998 1997
------ --------
<S> <C> <C>
Current benefit (expense)................................. $1,515 $(24,136)
Deferred (expense)........................................ -- (5,864)
------ --------
$1,515 $(30,000)
====== ========
</TABLE>

The difference between the statutory Federal income tax rate of 34% and the
Company's effective Federal rate for the years ended December 31, 1998 and 1997,
is due to state taxes and the effect of graduated tax rates.

Deferred tax liabilities at December 31, 1998 and 1997, consist of timing
differences in the recognition of gain from sale of an asset in a prior period.

7. BENEFIT PLAN

All employees are eligible to participate in the Company's simple 401(k)
plan upon completion of one year of employment. Employees may contribute up to
15% of base compensation, as defined. All contributions made by employees are
100% vested at the time the contribution is made. The Company matches 100% of
employee contributions up to 3% of the employee's base compensation. The Company
made contributions totaling $9,470 and $9,602 during the years ended December
31, 1998 and 1997.

8. MAJOR CUSTOMERS

The Company has an account receivable from an individual customer that
amounts to 16% of the Company's total accounts receivable at December 31, 1998.

9. RELATED PARTY TRANSACTIONS

The Company has an investment in Zenex Long Distance, Inc. ("Zenex"), an
affiliate of the Company, of $35,550 at December 31, 1998 and 1997. The
investment is included in other assets and recorded at cost. The Company
provides services and sells equipment to Zenex. Amounts billed by the Company
for sales and services during the years ended December 31, 1998 and 1997,
totaled $108,375 and $204,000, respectively.

The Company has receivables of $156,577 and $138,629 at December 31, 1998
and 1997, respectively, from stockholders. The receivables are non
interest-bearing and unsecured. The Company advanced $150,753 and $178,833
during the years ended December 31, 1998 and 1997, respectively, of which
$132,805 and $85,064 was repaid in 1998 and 1997, respectively.

During the year ended December 31, 1998, the Company borrowed $78,000 from
an affiliated company. Interest paid during the year totaled $13,000. The amount
was repaid in full during the year.

The Company leases office space from an entity controlled by stockholders
of the Company. Lease payments to this affiliated company were $48,000 during
each of the years ended December 31, 1998 and 1997.

Unaudited -- In March 1999:

- The Company exchanged all of its shares of Zenex common stock for office
furniture and equipment from Zenex equal to the Company's investment in
Zenex. No gain or loss was recognized by the Company.

F-19
<PAGE> 73
ACCESS COMMUNICATIONS SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

- The Company exchanged the receivable from stockholders for shares of the
Company's common stock. The purchase price for the shares of stock was
determined by management to equal the amount receivable by the Company
from stockholders which totaled $167,666 on the transaction date. The
transaction resulted in the reduction of the receivable from
stockholders, and the shares obtained by the Company were retired.

10. SUBSEQUENT EVENTS

The Company and its stockholders have entered into a definitive agreement
with LORECOM Technologies, Inc. ("LORECOM") (formerly The Alliance Group, Inc.)
pursuant to which the Company will be purchased by LORECOM. All of the issued
and outstanding common stock of the Company will be exchanged for cash and
common stock of LORECOM in conjunction with the consummation of the initial
public offering of the common stock of LORECOM.

F-20
<PAGE> 74

INDEPENDENT AUDITORS' REPORT

To the Stockholders
American Telcom, Inc.:

We have audited the accompanying balance sheet of American Telcom, Inc. as
of December 31, 1998, and the related statements of operations, stockholders'
equity, and cash flows for the year ended December 31, 1998. The financial
statements as of December 31, 1997, and for the year then ended, were audited by
other auditors whose report expressed an unqualified opinion on those financial
statements. These financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on the 1998 financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the 1998 financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, such 1998 financial statements present fairly, in all
material respects, the financial position of American Telcom, Inc. at December
31, 1998, and the results of its operations and its cash flows for the year
ended December 31, 1998, in conformity with generally accepted accounting
principles.

/s/ DELOITTE & TOUCHE LLP

Oklahoma City, Oklahoma
February 19, 1999

F-21
<PAGE> 75

INDEPENDENT AUDITORS' REPORT

To the Stockholders
American Telcom, Inc.:

We have audited the accompanying balance sheet of American Telcom, Inc. as
of December 31, 1997, and the related statements of operations, stockholders'
equity, and cash flows for the year ended December 31, 1997. These financial
statements are the responsibility of the company's management. Our
responsibility is to express an opinion on the 1997 financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the 1997 financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, such 1997 financial statements present fairly, in all
material respects, the financial position of American Telcom, Inc. at December
31, 1997, and the results of its operations and its cash flows for the year
ended December 31, 1997, in conformity with generally accepted accounting
principles.

/s/ SAXON & KNOL

Oklahoma City, Oklahoma
February 19, 1999

F-22
<PAGE> 76

AMERICAN TELCOM, INC.

BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, -------------------
1999 1998 1997
----------- -------- --------
(UNAUDITED)
<S> <C> <C> <C>
CURRENT ASSETS:
Cash...................................................... $ 64,934 $ 82,545 $ 32,428
Accounts receivable, net.................................. 113,998 230,324 101,645
Inventory................................................. 23,142 25,484 29,886
Other current assets...................................... 2,800 2,800 2,800
-------- -------- --------
Total current assets.............................. 204,874 341,153 166,759
PROPERTY AND EQUIPMENT:
Autos and trucks.......................................... 138,258 138,258 97,585
Fixtures and equipment.................................... 15,327 15,327 15,327
-------- -------- --------
153,585 153,585 112,912
Less accumulated depreciation............................. (82,626) (77,926) (65,211)
-------- -------- --------
Property and equipment, net....................... 70,959 75,659 47,701
-------- -------- --------
TOTAL............................................. $275,833 $416,812 $214,460
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Current liabilities:
Accounts payable....................................... $ 20,492 $ 50,751 $ 19,680
Accrued compensation................................... 19,897 36,849 32,577
Current portion of long-term debt...................... 26,825 66,827 25,158
Other current liabilities.............................. 17,318 50,502 4,216
-------- -------- --------
Total current liabilities......................... 84,532 204,929 81,631
Long-term debt, net of current portion.................... -- -- 6,574
-------- -------- --------
Total liabilities................................. 84,532 204,929 88,205
COMMITMENTS
STOCKHOLDERS' EQUITY:
Common stock, $1.00 par value; 50,000 shares authorized,
1,000 shares issued and outstanding.................... 1,000 1,000 1,000
Additional paid-in capital................................ 31,902 31,902 31,902
Retained earnings......................................... 158,399 178,981 93,353
-------- -------- --------
Total stockholders' equity........................ 191,301 211,883 126,255
-------- -------- --------
TOTAL............................................. $275,833 $416,812 $214,460
======== ======== ========
</TABLE>

See notes to financial statements.

F-23
<PAGE> 77

AMERICAN TELCOM, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
THREE MONTHS ENDED YEARS ENDED
MARCH 31, DECEMBER 31,
------------------- ---------------------
1999 1998 1998 1997
-------- -------- ---------- --------
(UNAUDITED)
<S> <C> <C> <C> <C>
NET SALES........................................ $261,415 $216,119 $1,168,070 $901,883
COSTS AND EXPENSES:
Cost of sales.................................. 134,497 113,444 482,278 432,099
Salaries and benefits.......................... 104,001 72,806 365,055 314,712
Selling, general and administrative............ 49,024 30,026 200,126 220,183
Interest....................................... 544 626 3,028 2,161
-------- -------- ---------- --------
Total costs and expenses............... 288,066 216,902 1,050,487 969,155
-------- -------- ---------- --------
INCOME (LOSS) BEFORE TAXES....................... (26,651) (783) 117,583 (67,272)
INCOME TAX (EXPENSE) BENEFIT..................... 6,069 -- (31,955) 11,818
-------- -------- ---------- --------
NET INCOME (LOSS)................................ $(20,582) $ (783) $ 85,628 $(55,454)
======== ======== ========== ========
</TABLE>

See notes to financial statements.

F-24
<PAGE> 78

AMERICAN TELCOM, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
ADDITIONAL
COMMON COMMON PAID-IN RETAINED
SHARES STOCK CAPITAL EARNINGS TOTAL
------ ------ ---------- -------- --------
<S> <C> <C> <C> <C> <C>
BALANCE, January 1, 1997................... 1,000 $1,000 $31,902 $148,807 $181,709
Net loss................................. -- -- -- (55,454) (55,454)
----- ------ ------- -------- --------
BALANCE, December 31, 1997................. 1,000 1,000 31,902 93,353 126,255
Net income............................... -- -- -- 85,628 85,628
----- ------ ------- -------- --------
BALANCE, December 31, 1998................. 1,000 1,000 31,902 178,981 211,883
Net loss (Unaudited)..................... -- -- -- (20,582) (20,582)
----- ------ ------- -------- --------
BALANCE, March 31, 1999 (Unaudited)........ 1,000 $1,000 $31,902 $158,399 $191,301
===== ====== ======= ======== ========
</TABLE>

See notes to financial statements.

F-25
<PAGE> 79

AMERICAN TELCOM, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
THREE MONTHS ENDED YEARS ENDED
MARCH 31, DECEMBER 31,
------------------- --------------------
1999 1998 1998 1997
-------- -------- --------- --------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)............................... $(20,582) $ (783) $ 85,628 $(55,454)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities:
Depreciation................................. 4,700 5,866 18,802 23,466
(Gain) loss on sale of assets................ -- -- (8,516) --
Changes in current assets and liabilities:
Accounts receivable........................ 116,326 44,396 (128,679) (7,464)
Inventory.................................. 2,342 17,812 4,402 (897)
Other current assets....................... -- -- -- 14,221
Accounts payable........................... (30,259) (15,222) 31,071 (49,263)
Accrued compensation....................... (16,952) -- 4,272 (2,800)
Other current liabilities.................. (33,184) 2,611 46,286 10,928
-------- -------- --------- --------
Net cash provided by (used in) operating
activities............................ 22,391 54,680 53,266 (67,263)
-------- -------- --------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment............. -- -- (66,742) (11,050)
Proceeds from sale of property and equipment.... -- -- 28,498 --
-------- -------- --------- --------
Net cash used in investing activities... -- -- (38,244) (11,050)
-------- -------- --------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings on long-term debt...... 83,733 32,076
Payments on long-term borrowings................ (40,002) (1,031) (48,638) (344)
-------- -------- --------- --------
Net cash provided by financing
activities............................ (40,002) (1,031) 35,095 31,732
-------- -------- --------- --------
NET INCREASE (DECREASE) IN CASH................... (17,611) 53,649 50,117 (46,581)
CASH, beginning of period......................... 82,545 32,428 32,428 79,009
-------- -------- --------- --------
CASH, end of period............................... $ 64,934 $ 86,077 $ 82,545 $ 32,428
======== ======== ========= ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest........ $ 1,337 $ -- $ 1,532 $ 2,104
Cash paid during the period for income taxes.... $ 32,000 $ -- $ -- $ 18,628
</TABLE>

See notes to financial statements.

F-26
<PAGE> 80

AMERICAN TELCOM, INC.

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

American Telcom, Inc. (the "Company") was incorporated in January 1987,
under the laws of the State of Oklahoma. The Company sells, installs and
maintains telephone equipment in the greater Oklahoma City area.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Concentrations -- The Company currently buys most of its telephone
equipment from one manufacturer. Although there are a limited number of
manufacturers of telephone equipment, management believes that other
manufacturers could provide similar equipment on comparable terms. A change in
manufacturers, however, could cause a possible loss of sales, which would affect
operating results adversely.

Revenue Recognition -- Revenue is recognized when equipment is installed or
when maintenance services are rendered. The Company defers revenues on prepaid
agreements to maintain customer telephone equipment. The deferred revenues are
recognized as revenue over the period the services are provided, which is
generally 12 months. Deferred revenues are not significant as of December 31,
1998 and 1997.

Inventory -- Inventory is stated at the lower of cost or market on a
specific identification basis. Cost is determined on a first-in, first-out
method.

Property and equipment owned by the Company are depreciated using an
accelerated method over three to seven years.

F-27
<PAGE> 81
AMERICAN TELCOM, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

the financial statement amounts and the tax bases of existing assets and
liabilities. A valuation allowance is established if, in management's opinion,
it is more likely than not that some portion of the deferred tax asset will not
be realized. As of December 31, 1998, the Company's temporary differences
between financial and tax bases of assets and liabilities are not material, and
no deferred income taxes have been recognized.

Advertising -- Advertising costs incurred by the company are expensed
during the period in which the advertising occurs.

Fair Value Disclosure -- The Company's financial instruments include cash
and cash equivalents, receivables, short-term payables, and notes payable. The
carrying amounts of cash and cash equivalents, receivables, and short-term
payables approximate fair value due to their short-term nature. The carrying
amounts of notes payable approximate fair value based on borrowing terms
currently available to the Company.

3. OPERATING LEASES

The Company has a noncancelable operating lease for its office space with a
related party. The Company expensed and paid $37,060 and $13,850 for rent during
the years ended December 31, 1998 and 1997, respectively. The future minimum
payments by year at December 31, 1998, are as follows:

4. LONG-TERM DEBT

The Company's long-term debt at December 31, 1998 and 1997, consisted of
the following:

<TABLE>
<CAPTION>
1998 1997
------- -------
<S> <C> <C>
Promissory note, balloon payment of principal and interest,
interest rate of 8%, due in February 1999, secured by
vehicles.................................................. $66,827 $ --
Promissory note, due in monthly principal and interest
payments, interest rate of 7.5%, secured by vehicle....... -- 10,707
Promissory note, due in monthly principal and interest
payments, interest rate of 8%, secured by vehicle and
personal guaranties from Company owners................... -- 21,025
------- -------
66,827 31,732
Less current maturities..................................... 66,827 25,158
------- -------
Total long-term debt........................................ $ -- $ 6,574
======= =======
</TABLE>

F-28
<PAGE> 82
AMERICAN TELCOM, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

5. INCOME TAXES

The income tax provision consists of the following:

<TABLE>
<CAPTION>
1998 1997
-------- -------
<S> <C> <C>
Federal income tax (expense) benefit........................ $(29,107) $11,818
State income taxes, net of federal benefit.................. (2,848) --
-------- -------
$(31,955) $11,818
======== =======
</TABLE>

6. BENEFIT PLAN

All employees are eligible to participate in the Company's defined
contribution plan upon completion of two years of employment and reaching the
age of 21. Employees may contribute up to 15% of base compensation, as defined.
All contributions made by employees are 100% vested at the time the contribution
is made. Contributions by the Company are made at the discretion of management.
No contributions were made by the Company during the years ended December 31,
1998 and 1997.

7. MAJOR CUSTOMERS

Sales to the Company's largest customer amounted to approximately 10% of
net sales for fiscal year 1998. No individual customer in 1997 accounted for net
sales in excess of 10%. The Company has accounts receivable from two customers
that amount to 20% and 36% of the Company's total accounts receivable at
December 31, 1998.

8. RELATED PARTY TRANSACTIONS

The Company has recorded a liability to its president and 50% stockholder
of $26,977 at December 31, 1998 and 1997, representing unpaid accrued
compensation.

The Company made rent payments of $37,060 and $13,850 during the years
ended December 31, 1998 and 1997, respectively, for office space to an entity
owned and operated 100% by the owners of the Company.

9. SUBSEQUENT EVENTS

The Company and its stockholders have entered into a definitive agreement
with LORECOM Technologies, Inc. ("LORECOM") (formerly The Alliance Group, Inc.)
pursuant to which the Company will be purchased by LORECOM. All outstanding
shares of the Company will be exchanged for cash and common stock of LORECOM in
conjunction with the consummation of the initial public offering of the common
stock of LORECOM.

In February 1999, the Company made a payment of $40,002 on a promissory
note with a bank having a balance totaling $66,827 at December 31, 1998. The
note terms required a balloon payment for the total amount plus accrued interest
in February 1999. The bank extended the due date for the remaining unpaid amount
plus accrued interest and fees until May 1999. All other note terms remained
unchanged.

Unaudited -- In May 1999, the Company paid an additional $10,000 on the
promissory note and the bank extended the due date until August 1999.

F-29
<PAGE> 83

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
Banner Communications, Inc.:

We have audited the accompanying balance sheet of Banner Communications,
Inc. as of December 31, 1998, and the related statements of earnings,
stockholders' equity, and cash flows for the year ended December 31, 1998. The
financial statements as of December 31, 1997, and for the year then ended, were
audited by other auditors whose report expressed an unqualified opinion on those
financial statements. These financial statements are the responsibility of the
company's management. Our responsibility is to express an opinion on the 1998
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the 1998 financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, such 1998 financial statements present fairly, in all
material respects, the financial position of Banner Communications, Inc. at
December 31, 1998, and the results of its operations and its cash flows for the
year ended December 31, 1998, in conformity with generally accepted accounting
principles.

/s/ DELOITTE & TOUCHE LLP

Oklahoma City, Oklahoma
February 28, 1999

F-30
<PAGE> 84

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
Banner Communications, Inc.:

We have audited the accompanying balance sheet of Banner Communications,
Inc. as of December 31, 1997, and the related statements of earnings,
stockholders' equity, and cash flows for the year ended December 31, 1997. These
financial statements are the responsibility of the company's management. Our
responsibility is to express an opinion on the 1997 financial statements based
on our audit.

In our opinion, such 1997 financial statements present fairly, in all
material respects, the financial position of Banner Communications, Inc. at
December 31, 1997, and the results of its operations and its cash flows for the
year ended December 31, 1997, in conformity with generally accepted accounting
principles.

/s/ SAXON & KNOL

Oklahoma City, Oklahoma
February 28, 1999

F-31
<PAGE> 85

BANNER COMMUNICATIONS, INC.

BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, ---------------------
1999 1998 1997
----------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C>
CURRENT ASSETS:
Cash.................................................... $ 1,670 $ 13,486 $ 24,796
Accounts receivable..................................... 71,195 148,033 101,305
Inventory............................................... 73,939 68,939 77,094
--------- --------- ---------
Total current assets............................ 146,804 230,458 203,195
PROPERTY AND EQUIPMENT:
Autos and trucks........................................ 160,053 160,053 125,060
Fixtures and equipment.................................. 59,532 58,651 50,384
--------- --------- ---------
219,585 218,704 175,444
Less accumulated depreciation........................... (145,123) (139,564) (121,905)
--------- --------- ---------
Property and equipment, net..................... 74,462 79,140 53,539
--------- --------- ---------
TOTAL........................................... $ 221,266 $ 309,598 $ 256,734
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
Current liabilities:
Current portion of long-term debt.................... $ 19,174 $ 20,073 $ 17,644
Line of credit....................................... 30,000 30,000 --
Accounts payable..................................... 68,224 68,432 61,180
Other current liabilities............................ 25,066 32,646 5,408
--------- --------- ---------
Total current liabilities....................... 142,464 151,151 84,232
Long-term debt, net of current portion.................. 39,760 44,807 25,435
--------- --------- ---------
Total liabilities............................... 182,224 195,958 109,667
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $1.00 par value; 10,000 shares authorized,
500 shares issued and outstanding.................... 500 500 500
Retained earnings....................................... 38,542 113,140 146,567
--------- --------- ---------
Total stockholders' equity...................... 39,042 113,640 147,067
--------- --------- ---------
TOTAL........................................... $ 221,266 $ 309,598 $ 256,734
========= ========= =========
</TABLE>

See notes to financial statements.

F-32
<PAGE> 86

BANNER COMMUNICATIONS, INC.

STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>
THREE MONTHS ENDED YEARS ENDED
MARCH 31, DECEMBER 31,
------------------- -----------------------
1999 1998 1998 1997
-------- -------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
NET SALES....................................... $240,355 $276,409 $1,548,874 $1,314,544
COSTS AND EXPENSES:
Cost of sales................................. 130,736 148,234 827,098 610,731
Salaries and benefits......................... 125,828 94,191 452,068 395,251
Selling, general and administrative
expenses................................... 49,990 48,179 216,801 182,200
Interest expense.............................. 2,467 1,245 6,689 6,624
-------- -------- ---------- ----------
Total costs and expenses.............. 309,021 291,849 1,502,656 1,194,806
-------- -------- ---------- ----------
NET INCOME (LOSS)............................... $(68,666) $(15,440) $ 46,218 $ 119,738
======== ======== ========== ==========
</TABLE>

See notes to financial statements.

F-33
<PAGE> 87

BANNER COMMUNICATIONS, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON COMMON RETAINED
SHARES STOCK EARNINGS TOTAL
------ ------ -------- --------
<S> <C> <C> <C> <C>
BALANCE, January 1, 1997............................. 500 $500 $ 50,355 $ 50,855
Dividends to stockholders.......................... (23,526) (23,526)
Net income......................................... -- -- 119,738 119,738
--- ---- -------- --------
BALANCE, December 31, 1997........................... 500 500 146,567 147,067
Dividends to stockholders.......................... (79,645) (79,645)
Net income......................................... -- -- 46,218 46,218
--- ---- -------- --------
BALANCE, December 31, 1998........................... 500 500 113,140 113,640
Dividends to stockholders (Unaudited).............. -- -- (5,932) (5,932)
Net loss (Unaudited)............................... -- -- (68,666) (68,666)
--- ---- -------- --------
BALANCE, March 31, 1999.............................. 500 $500 $ 38,542 $ 39,042
=== ==== ======== ========
</TABLE>

See notes to financial statements.

F-34
<PAGE> 88

BANNER COMMUNICATIONS, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
THREE MONTHS ENDED YEARS ENDED
MARCH 31, DECEMBER 31,
------------------- -------------------
1999 1998 1998 1997
-------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)................................ $(68,666) $(15,440) $ 46,218 $119,738
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation.................................. 5,559 3,900 28,837 15,435
Changes in current assets and liabilities:
Accounts receivable......................... 76,838 (36,168) (46,728) (22,695)
Inventory................................... (5,000) (5,200) 8,155 (2,313)
Accounts payable............................ (208) 52,469 7,252 (12,022)
Other current liabilities................... (7,580) 45,123 27,238 (23,413)
-------- -------- -------- --------
Net cash provided by operating
activities............................. 943 44,684 70,972 74,730
-------- -------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment.............. (881) (2,544) (10,267) (2,608)
-------- -------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends to stockholders........................ (5,932) (8,939) (79,645) (23,526)
Proceeds from borrowings under line of credit.... -- -- 30,000 --
Payments on long-term debt and line of credit.... (5,946) (9,846) (22,370) (20,861)
-------- -------- -------- --------
Net cash used in financing activities.... (11,878) (18,785) (72,015) (44,387)
-------- -------- -------- --------
NET (DECREASE) INCREASE IN CASH.................... (11,816) 23,355 (11,310) 27,735
CASH, beginning of period.......................... 13,486 24,796 24,796 (2,939)
-------- -------- -------- --------
CASH, end of period................................ $ 1,670 $ 48,151 $ 13,486 $ 24,796
======== ======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest......... $ 2,245 $ 1,034 $ 6,689 $ 6,688
Purchase of property and equipment through
borrowings.................................... $ -- $ 30,600 $ 44,171 $ --
</TABLE>

See notes to financial statements.

F-35
<PAGE> 89

BANNER COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

Banner Communications, Inc. (the "Company") was incorporated in January
1987, under the laws of the State of Oklahoma. The Company sells, installs and
maintains telephone equipment for commercial customers in the greater Tulsa,
Oklahoma market area.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Concentrations -- The Company currently buys most of its telephone
equipment from three manufacturers. Although there are a limited number of
manufacturers of telephone equipment, management believes that other
manufacturers could provide similar equipment on comparable terms. A change in
manufacturers, however, could cause a possible loss of sales, which would affect
operating results adversely.

Revenue Recognition -- Revenue is recognized when equipment is installed or
when maintenance services are rendered. The Company defers revenues for deposits
and advance payments received from customers prior to installation. Such amounts
are immaterial and are included in other current liabilities in the accompanying
financial statements.

Accounts Receivable -- Allowances for doubtful accounts receivable are
established based on historical losses, experience and knowledge of specific
items. No allowances have been established at December 31, 1998 and 1997 as
management believes no material losses will be incurred from receivables.

Inventory -- Inventory is stated at the lower of cost (first-in, first-out
method) or market.

Property and equipment owned by the Company are depreciated using
accelerated methods over their estimated useful lives of three to five years.

F-36
<PAGE> 90
BANNER COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Income Taxes -- The stockholders of the Company have elected to be taxed as
an S corporation under provisions of the Internal Revenue Code. The items of
income, credit, deduction and loss of the Company pass through to the
stockholders and are includable in their personal income tax returns.
Accordingly, the accompanying financial statements do not reflect a provision or
benefit for income taxes nor deferred tax assets and liabilities.

Under federal income tax laws, regulations and administrative rulings,
certain types of transactions may be accorded varying interpretations.
Accordingly, the Company's financial statements and tax returns, as well as the
individual tax returns of the stockholders, may be changed to conform as a
result of a review by the Internal Revenue Service. No such review is presently
in process.

Advertising -- Advertising costs incurred by the Company are expensed
during the period in which the advertising occurs.

Fair Value Disclosure -- The Company's financial instruments include cash,
receivables, short-term payables, notes payable and borrowings under its line of
credit. The carrying amounts of cash, receivables, and short-term payables
approximate fair value due to their short-term nature. The carrying amounts of
notes payable and borrowings under line of credit approximate fair value based
on borrowing terms currently available to the Company.

3. DEBT

The Company's long-term debt at December 31, 1998 and 1997, consist of the
following:

<TABLE>
<CAPTION>
1998 1997
------- -------
<S> <C> <C>
Notes payable to bank, due in monthly principal and interest
payments, interest rates of 8.5% to 8.95%, maturing in
2002 and 2003, secured by vehicles........................ $39,708 $ --
Note payable to bank, due in monthly principal and interest
payments, interest rate of 9.25%, maturing in December
2001, secured by vehicle.................................. 11,291 14,412
Note payable to bank, due in monthly principal and interest
payments, interest rate of 8.75%, maturing in November
2000, secured by vehicle.................................. 10,543 15,166
Notes payable to banks, due in monthly principal and
interest payments, interest rates of 8.25 to 10.25%,
maturing in July and August 1999, secured by vehicles..... 3,338 9,661
Other....................................................... -- 3,840
------- -------
64,880 43,079
Less current portion of long-term debt...................... 20,073 17,644
------- -------
Long-term debt.............................................. $44,807 $25,435
======= =======
</TABLE>

The Company also has $30,000 outstanding at December 31, 1998 under its
line of credit agreement with a bank. The agreement permits advances up to
$50,000, with interest at Chase Bank Prime plus 1.5% (9.25% at December 31,
1998) and expires March 4, 1999; however, management expects renewal of the
agreement under similar terms. The agreement is collateralized by accounts
receivable, inventory and equipment of the Company.

Maturities of long-term debt and borrowings under the line of credit for
the next five years are as follows: 1999 -- $50,073; 2000 -- $17,870;
2001 -- $14,002; 2002 -- $8,149; 2003 -- $4,786.

F-37
<PAGE> 91
BANNER COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Unaudited -- In March 1999 the bank extended the expiration date of the
line of credit to July 31, 1999. All other terms remained unchanged.

4. LEASES

The Company leases its office space under an operating lease with annual
rentals of $17,776. The lease expired in 1998 and is currently month-to-month.

5. RETIREMENT PLAN

The Company sponsors a defined contribution plan covering employees who
meet minimum age requirements. Employees may elect to contribute up to 15% of
their eligible compensation. Contributions by the Company are made at the
discretion of management.

The Company made contributions to the plan totaling $9,037 and $10,028 in
1998 and 1997, respectively.

6. COMMITMENTS AND CONTINGENCIES

The Company is involved in suits and claims incidental to its business. In
the opinion of management, the outcome of such matters will not have a material
adverse effect on the Company's business, financial position, or results of
operations.

7. SUBSEQUENT EVENT

F-38
<PAGE> 92

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
Commercial Telecom Systems, Inc.:

We have audited the accompanying balance sheets of Commercial Telecom
Systems, Inc. as of December 31, 1998 and 1997, and the related statements of
earnings, stockholders' equity, and cash flows for the years ended December 31,
1998 and 1997. These financial statements are the responsibility of the
company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Commercial Telecom Systems, Inc. as of
December 31, 1998 and 1997, and the results of their operations and their cash
flows for the years then ended in conformity with generally accepted accounting
principles.

/s/ HUNTER, ATKINS & RUSSELL, PLC

February 18, 1999

F-39
<PAGE> 93

COMMERCIAL TELECOM SYSTEMS, INC.

BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, -------------------
1999 1998 1997
----------- -------- --------
(UNAUDITED)
<S> <C> <C> <C>
CURRENT ASSETS:
Cash...................................................... $ 46,264 $ 54,532 $ 18,667
Accounts receivable....................................... 107,011 72,080 131,811
Inventory................................................. 95,402 90,902 73,097
-------- -------- --------
Total current assets.............................. 248,677 217,514 223,575
-------- -------- --------
PROPERTY AND EQUIPMENT, at cost:
Autos and trucks.......................................... 58,055 58,055 58,055
Fixtures and equipment.................................... 39,451 39,451 39,451
Furniture and fixtures.................................... 976 976 976
Leasehold improvements.................................... 1,552 1,552 1,552
-------- -------- --------
100,034 100,034 100,034
Less accumulated depreciation............................. (87,691) (85,191) (77,970)
-------- -------- --------
Property and equipment, net....................... 12,343 14,843 22,064
-------- -------- --------
OTHER ASSETS................................................ 610 610 610
-------- -------- --------
TOTAL............................................. $261,630 $232,967 $246,249
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Accounts payable.......................................... $133,719 $137,590 $ 74,865
Deferred maintenance contracts............................ 67,768 64,568 49,042
Other current liabilities................................. 99,803 94,773 20,309
Notes payable, current portion............................ 4,400 4,044 81,723
-------- -------- --------
Total current liabilities......................... 305,690 300,975 225,939
LONG-TERM LIABILITIES:
Long-term debt, net of current portion.................... 5,739 7,348 11,393
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $1 par value; 1,000 shares authorized and
outstanding............................................ 1,000 1,000 1,000
Treasury stock............................................ (4,924) (4,924) (4,924)
Retained earnings (Accumulated deficit)................... (45,875) (71,432) 12,841
-------- -------- --------
Total stockholders' equity (deficiency)........... (49,799) (75,356) 8,917
-------- -------- --------
TOTAL............................................. $261,630 $232,967 $246,249
======== ======== ========
</TABLE>

See notes to financial statements.

F-40
<PAGE> 94

COMMERCIAL TELECOM SYSTEMS, INC.

STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>
THREE MONTHS ENDED YEARS ENDED
MARCH 31, SEPTEMBER 30,
------------------- -----------------------
1999 1998 1998 1997
-------- -------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
SALES........................................... $332,225 $349,347 $1,437,932 $1,233,316
COSTS AND EXPENSES:
Cost of sales................................. 192,134 208,597 704,506 631,028
Salaries and benefits......................... 70,830 96,957 386,413 394,632
Selling, general and administrative
expenses................................... 33,566 32,763 133,253 126,167
Interest expense.............................. 263 805 5,099 6,316
-------- -------- ---------- ----------
Total costs and expenses.............. 296,793 339,122 1,229,271 1,158,143
-------- -------- ---------- ----------
INCOME BEFORE TAXES ON INCOME................... 35,432 10,225 208,661 75,173
INCOME TAX EXPENSE.............................. (9,875) (2,026) (76,316) (11,201)
-------- -------- ---------- ----------
NET INCOME...................................... $ 25,557 $ 8,199 $ 132,345 $ 63,972
======== ======== ========== ==========
</TABLE>

See notes to financial statements.

F-41
<PAGE> 95

COMMERCIAL TELECOM SYSTEMS, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)

<TABLE>
<CAPTION>
RETAINED
EARNINGS
COMMON COMMON TREASURY (ACCUMULATED
SHARES STOCK STOCK DEFICIT) TOTAL
------ ------ -------- ------------ ---------
<S> <C> <C> <C> <C> <C>
BALANCE, January 1, 1997................. 1,000 $1,000 $(4,924) $ 24,903 $ 20,979
Net income............................. 63,972 63,972
Dividends paid......................... -- -- -- (76,034) (76,034)
----- ------ ------- --------- ---------
BALANCE, December 31, 1997............... 1,000 1,000 (4,924) 12,841 8,917
Net income............................. 132,345 132,345
Dividends paid......................... -- -- -- (216,618) (216,618)
----- ------ ------- --------- ---------
BALANCE, December 31, 1998............... 1,000 1,000 (4,924) (71,432) (75,356)
Net income (Unaudited)................. -- -- -- 25,557 25,557
----- ------ ------- --------- ---------
BALANCE, March 31, 1999 (Unaudited)...... 1,000 $1,000 $(4,924) $ (45,875) $ (49,799)
===== ====== ======= ========= =========
</TABLE>

See notes to financial statements.

F-42
<PAGE> 96

COMMERCIAL TELECOM SYSTEMS, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
THREE MONTHS ENDED YEARS ENDED
MARCH 31, DECEMBER 31,
------------------- ---------------------
1999 1998 1998 1997
-------- -------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income..................................... $ 25,557 $ 8,199 $ 132,345 $ 63,972
Adjustments to reconcile net income to net cash
provided by operations --
Depreciation................................ 2,500 1,805 10,121 9,485
Gain on disposal of property................ -- -- (2,900) --
Changes in current assets and liabilities:
Accounts receivable....................... (34,931) 31,686 59,731 40,176
Inventory................................. (4,500) 36,306 (17,805) --
Accounts payable.......................... (3,871) 14,338 62,725 (40,181)
Deferred maintenance contracts............ 3,200 471 15,526 (14,999)
Other current liabilities................. 5,030 (3,547) 74,464 15,870
-------- -------- --------- ---------
Net cash provided by operating
activities........................... (7,015) 89,258 334,207 74,323
-------- -------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment............. -- (15,774) -- (21,556)
-------- -------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable.................... -- 59,550 100,900 359,834
Payments on long-term debt..................... (1,253) (87,157) (182,624) (345,747)
Dividends paid................................. -- (25,682) (216,618) (76,034)
-------- -------- --------- ---------
Net cash used in financing
activities........................... (1,253) (53,289) (298,342) (61,947)
-------- -------- --------- ---------
NET INCREASE (DECREASE) IN CASH.................. (8,268) 20,195 35,865 (9,180)
CASH, beginning of period........................ 54,532 18,667 18,667 27,847
-------- -------- --------- ---------
CASH, end of period.............................. $ 46,264 $ 38,862 $ 54,532 $ 18,667
======== ======== ========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the period for interest....... $ 200 $ 1,275 $ 5,099 $ 6,297
Cash paid during the period for taxes.......... $ -- $ -- $ -- $ 3,976
</TABLE>

See notes to financial statements.

F-43
<PAGE> 97

COMMERCIAL TELECOM SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

Commercial Telecom Systems, Inc. (the "Company") was incorporated in
December 1988, under the laws of the State of Oklahoma. The Company sells,
installs and maintains telephone equipment in the state of Oklahoma.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation -- The financial statements are prepared using the
accrual basis of accounting. Revenues are recognized when earned and expenses
are recognized when a liability is incurred.

Estimates -- The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of sales and expenses during the reporting
period. Actual results could differ from those estimates.

Cash and Cash Equivalents -- For purposes of the Statements of Cash Flows,
the Company considers all highly liquid investments with an original maturity of
three months or less to be a cash equivalent.

Inventory -- Inventory is stated at the lower of cost or market on the
first in, first out basis.

Property and equipment owned by the Company are depreciated using the
straight-line method over the following useful lives: Autos and trucks -- 3 to 7
years; fixtures and equipment -- 5 to 7 years; furniture and fixtures -- 5 to 7
years; and leasehold improvements -- 5 to 20 years.

Depreciation expense for the years ending December 31, 1998 and 1997 was
$10,121 and $9,485, respectively.

Deferred Maintenance Agreements -- The Company recognizes deferred revenues
for advance payment on agreements to maintain customer telephone equipment. The
deferred revenues are recorded as income in the period the services are
provided, which is generally twelve months.

Income Taxes -- Temporary differences between financial and tax bases of
assets and liabilities are not material. Accordingly, no deferred income taxes
have been presented.

F-44
<PAGE> 98
COMMERCIAL TELECOM SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Treasury Stock -- Stock held as treasury stock is stated at cost.

Error Corrections -- Certain errors resulting in an over and understatement
of balance sheet accounts occurred in calendar year 1996. These errors resulted
in an adjustment of $3,327 to retained earnings for the year ending December 31,
1997.

Impairment -- Asset impairments are recorded when events or changes in
circumstances indicate that the carrying amount of assets may not be
recoverable. Impairment is assessed and measured on long-lived assets using an
estimate of the undiscounted future cash flows.

Advertising -- Advertising costs incurred by the company are expensed
during the period in which the advertising occurs.

3. OPERATING LEASES

The Company has an operating lease for its office space. The future minimum
payments by year at December 31, 1998, are as follows:

The lease expires July 31, 1999 and has monthly payments of $975. There is
no imputed interest or current maturities associated with this lease.

4. LONG-TERM DEBT

The Company's long-term debt at December 31, 1998 and 1997, consisted of
the following:

<TABLE>
<CAPTION>
1998 1997
------- -------
<S> <C> <C>
Note payable to a bank, due July 1, 2001, carrying an
interest rate of 9.5% with monthly payments of $413. The
loan was for the purchase of a vehicle that was
capitalized at $20,050.................................... $11,392 $16,491
Less current maturities..................................... (4,044) (5,098)
------- -------
Long-term portion........................................... $ 7,348 $11,393
======= =======
</TABLE>

Maturities of long-term debt for years subsequent to December 31, 1998 are:
1999 -- $4,044; 2000 -- $4,445; 2001 -- $2,903.

The Company has a line of credit with a local commercial bank. This line of
credit matures March of each year. The line of credit is for $75,000 and carries
an interest rate of 2% of Chase Manhattan prime. As of December 31, 1998 the
Company did not owe any monies on this line of credit. As of December 31, 1997
the Company owed $64,973. This obligation is secured by bank accounts,
inventory, furniture, fixtures, equipment and the personal guarantee of the
majority stockholder.

F-45
<PAGE> 99
COMMERCIAL TELECOM SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

5. INCOME TAXES

The Company has accrued liabilities for federal and state income taxes as
follows:

<TABLE>
<CAPTION>
1998 1997
------- -------
<S> <C> <C>
Federal................................................... $63,907 $ 8,625
State..................................................... 12,409 2,576
------- -------
$76,316 $11,201
======= =======
</TABLE>

The Company has also accrued estimates as to the penalties and interest
owed on the above obligations. Total penalties and interest accrued for both
federal and state is $15,801.

6. SUBSEQUENT EVENT

The Company and its stockholders have entered into a definitive agreement
with LORECOM Technologies, Inc. ("LORECOM") (formerly The Alliance Group, Inc.)
pursuant to which the Company will be purchased by LORECOM. All outstanding
shares of the Company will be exchanged for cash and common stock of LORECOM in
conjunction with the consummation of the initial public offering of the common
stock of LORECOM.

F-46
<PAGE> 100

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholder
Communication Services, Inc.:

We have audited the accompanying balance sheet of Communication Services,
Inc. as of December 31, 1998, and the related statements of operations,
stockholder's equity, and cash flows for the year ended December 31, 1998. These
financial statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Communication Services, Inc. at December 31,
1998, and the results of its operations and its cash flows for the year ended
December 31, 1998, in conformity with generally accepted accounting principles.

/s/ DELOITTE & TOUCHE LLP

Oklahoma City, Oklahoma
March 9, 1999

F-47
<PAGE> 101

COMMUNICATION SERVICES, INC.

BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
----------- ------------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash...................................................... $ 73,033 $ 26,440
Accounts receivable, net of allowance for doubtful
accounts of $42,000 at March 31, 1999 and $42,000 at
December 31, 1998...................................... 83,051 98,354
Inventory................................................. 29,282 32,482
-------- --------
Total current assets.............................. 185,366 157,276
PROPERTY AND EQUIPMENT:
Vehicles.................................................. 76,140 76,140
Equipment................................................. 22,798 26,689
-------- --------
98,938 102,829
Less accumulated depreciation............................. (57,437) (56,885)
-------- --------
Property and equipment, net.......................... 41,501 45,944
OTHER ASSETS................................................ 133 200
-------- --------
TOTAL............................................. $227,000 $203,420
======== ========

LIABILITIES AND STOCKHOLDER'S EQUITY

Current Liabilities:
Current portion of long-term debt......................... $ 9,410 $ 9,410
Line of credit............................................ 18,000 20,035
Accounts payable.......................................... 89,685 68,511
Other current liabilities................................. 38,121 51,813
-------- --------
Total current liabilities......................... 155,216 149,769
Long-term debt, net of current portion.................... 26,398 28,195
-------- --------
Total liabilities................................. 181,614 177,964
-------- --------
COMMITMENTS
STOCKHOLDER'S EQUITY:
Common stock, $1 par value; 50,000 shares authorized; 500
shares issued and outstanding.......................... 500 500
Additional paid in-capital................................ 1,774 1,774
Retained earnings......................................... 43,112 23,182
-------- --------
Total stockholder's equity........................ 45,386 25,456
-------- --------
TOTAL............................................. $227,000 $203,420
======== ========
</TABLE>

See notes to financial statements.

F-48
<PAGE> 102

COMMUNICATION SERVICES, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, YEAR ENDED
------------------- DECEMBER 31,
1999 1998 1998
-------- -------- ------------
(UNAUDITED)
<S> <C> <C> <C>
NET SALES.................................................. $263,503 $158,053 $807,432
COSTS AND EXPENSES:
Cost of sales............................................ 129,278 74,569 367,592
Salaries and benefits.................................... 78,551 69,047 285,823
Selling, general and administrative expenses............. 33,924 22,131 156,493
Interest expense......................................... 1,820 1,043 4,335
-------- -------- --------
Total costs and expenses......................... 243,573 166,790 814,243
-------- -------- --------
NET INCOME (LOSS).......................................... $ 19,930 $ (8,737) $ (6,811)
======== ======== ========
</TABLE>

See notes to financial statements.

F-49
<PAGE> 103

COMMUNICATION SERVICES, INC.

STATEMENTS OF STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
ADDITIONAL
COMMON COMMON PAID-IN RETAINED
SHARES STOCK CAPITAL EARNINGS TOTAL
------ ------ ---------- -------- -------
<S> <C> <C> <C> <C> <C>
BALANCE, January 1, 1998..................... 500 $500 $1,774 $31,722 $33,996
Distribution to stockholder................ (1,729) (1,729)
Net loss................................... -- -- -- (6,811) (6,811)
--- ---- ------ ------- -------
BALANCE, December 31, 1998................... 500 500 1,774 23,182 25,456
Net income (Unaudited)..................... -- -- -- 19,930 19,930
--- ---- ------ ------- -------
BALANCE, March 31, 1999 (Unaudited).......... 500 $500 $1,774 $43,112 $45,386
=== ==== ====== ======= =======
</TABLE>

See notes to financial statements.

F-50
<PAGE> 104

COMMUNICATION SERVICES, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, YEAR ENDED
------------------- DECEMBER 31,
1999 1998 1998
-------- -------- ------------
(UNAUDITED)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)......................................... $19,930 $(8,737) $ (6,811)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation........................................... 4,750 4,199 16,799
Provision for losses on accounts receivable............ -- -- 37,350
Changes in current assets and liabilities:
Accounts receivable.................................. 15,303 4,903 (82,208)
Inventory............................................ 3,200 3,000 (2,597)
Other assets......................................... 67 1,000 1,108
Accounts payable..................................... 21,174 (8,732) 38,027
Other current liabilities............................ (13,692) 3,024 17,725
------- ------- --------
Net cash provided by (used in) operating
activities...................................... 50,732 (1,343) 19,393
------- ------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment....................... (307) -- (7,524)
------- ------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings under line of credit............. -- 7,045 20,035
Payments on long-term debt and line of credit............. (3,832) (3,351) (14,361)
Distribution to stockholder............................... -- -- (1,729)
------- ------- --------
Net cash provided by financing activities......... (3,832) 3,694 3,945
------- ------- --------
NET INCREASE IN CASH........................................ 46,593 2,351 15,814
CASH, beginning of period................................... 26,440 10,262 10,626
------- ------- --------
CASH, end of period......................................... $73,033 $12,613 $ 26,440
======= ======= ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest.................. $ 1,697 $ 908 $ 4,335
Purchase of property and equipment through borrowings..... $ -- $21,081 $ 20,910
</TABLE>

See notes to financial statements.

F-51
<PAGE> 105

COMMUNICATION SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

Communication Services, Inc. (the "Company") was incorporated in January
1992, under the laws of the State of Oklahoma. The Company sells, installs and
maintains telephone, wireless communication and paging equipment to commercial
and individual customers in the state of Oklahoma.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Concentrations -- The Company currently buys most of its equipment and
paging services from three manufacturers and providers. Although there are a
limited number of such manufacturers and providers, management believes that
others could provide similar equipment and services on comparable terms. A
change in manufacturers and providers, however, could cause a possible loss of
sales and services, which would affect operating results adversely.

Revenue Recognition -- Revenue is recognized when equipment is installed or
when paging and maintenance services are provided. The Company defers revenues
for deposits and advance payments received from customers prior to installation.
Such amounts are immaterial and are included in other current liabilities in the
accompanying financial statements.

Inventory -- Inventory is stated at the lower of cost (first-in, first-out
method) or market.

Property and equipment owned by the Company are depreciated using the
straight-line method over their estimated useful lives of three to seven years.

F-52
<PAGE> 106
COMMUNICATION SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Income Taxes -- The stockholder of the Company has elected to be taxed as
an S Corporation under provisions of the Internal Revenue Code. The items of
income, credit, deduction and loss of the Company pass through to the
stockholder and are includable in the stockholder's personal income tax return.
Accordingly, the accompanying financial statements do not reflect a provision or
benefit for income taxes nor deferred tax assets and liabilities.

Under federal income tax laws, regulations and administrative rulings,
certain types of transactions may be accorded varying interpretations.
Accordingly, the Company's financial statements and tax returns, as well as the
individual tax return of the stockholder, may be changed as a result of a review
by the Internal Revenue Service.

Advertising -- Advertising costs incurred by the Company are expensed
during the period in which the advertising occurs.

3. LONG-TERM DEBT

The Company's long-term debt at December 31, 1998, consists of the
following:

<TABLE>
<S> <C>
Notes payable to credit union, due in monthly principal
and interest payments, interest rate of 7.5% and 7.75%,
secured by vehicles, due in 2002 and 2003............... $37,605
Less current maturities................................... 9,410
-------
Total long-term debt............................ $28,195
=======
</TABLE>

The Company also has $20,035 outstanding at December 31, 1998 under its
line of credit agreement with a bank which expires August 20, 1999. Borrowings
under the agreement bear interest at 10.5% and are collateralized by accounts
receivable and inventory of the Company.

Maturities of long-term debt and borrowings under the line of credit for
the next five years are as follows: 1999 -- $29,445; 2000 -- $10,688;
2001 -- $11,534; 2002 -- $5,496; 2003 -- $477.

4. OPERATING LEASES

The Company subleases its retail space under a noncancelable operating
sublease agreement. Minimum future payments under the sublease are $21,000
annually through December 31, 2001.

The Company leases its office space from its stockholder. Rentals for 1998
were $21,000.

5. RETIREMENT PLAN

The Company sponsors a defined contribution plan covering employees who
meet minimum compensation and service requirements. Company contributions to the
plan are made at the discretion of management and totaled $3,009 in 1998.

F-53
<PAGE> 107
COMMUNICATION SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

6. SUBSEQUENT EVENT

The Company and its stockholder have entered into a definitive agreement
with LORECOM Technologies, Inc. ("LORECOM") (formerly The Alliance Group, Inc.)
pursuant to which the Company will be purchased by LORECOM. All of the issued
and outstanding common stock of the Company will be exchanged for cash and
common stock of LORECOM in conjunction with the consummation of the initial
public offering of the common stock of LORECOM.

F-54
<PAGE> 108

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
EIS Communications:

We have audited the accompanying combined balance sheets of the Telephone
and Paging Divisions of EIS Communications as of December 31, 1998 and 1997, and
the related combined statements of operations, division equity, and cash flows
for the years ended December 31, 1998 and 1997. These financial statements are
the responsibility of the company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

In our opinion, such combined financial statements present fairly, in all
material respects, the financial position of the Telephone and Paging Divisions
of EIS Communications at December 31, 1998 and 1997, and the results of their
operations and their cash flows for the years ended December 31, 1998 and 1997,
in conformity with generally accepted accounting principles.

The accompanying combined financial statements have been prepared from the
separate records maintained by the Telephone and Paging Divisions of EIS
Communications and may not necessarily be indicative of the financial condition
that would have existed or the results of operations if the divisions had been
operated as unaffiliated companies. Expenses of $309,000 and $260,000 included
in the accompanying combined financial statements for 1998 and 1997,
respectively, represent allocations from EIS Communications.

/s/ DELOITTE & TOUCHE LLP

Oklahoma City, Oklahoma
March 5, 1999

F-55
<PAGE> 109

TELEPHONE AND PAGING DIVISIONS OF EIS COMMUNICATIONS

COMBINED BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, -------------------
1999 1998 1997
----------- -------- --------
(UNAUDITED)
<S> <C> <C> <C>
CURRENT ASSETS:
Accounts receivable, net of allowance for doubtful
accounts of $24,000, $22,000 and $28,000,
respectively........................................... $166,718 $239,130 $208,051
Inventory................................................. 303,741 177,340 238,701
-------- -------- --------
Total current assets.............................. 470,459 416,470 446,752
PROPERTY AND EQUIPMENT:
Vehicles.................................................. 34,297 34,297 --
Less accumulated depreciation............................. (17,585) (15,085) --
-------- -------- --------
Vehicles, net..................................... 16,712 19,212 --
-------- -------- --------
TOTAL............................................. $487,171 $435,682 $446,752
======== ======== ========
LIABILITIES AND DIVISION EQUITY
LIABILITIES:
Current liabilities:
Current portion of long-term debt and notes payable.... $ 11,352 $ 11,064 $ 1,072
Accounts payable....................................... 168,237 123,327 315,794
Other current liabilities.............................. 51,725 55,923 19,852
-------- -------- --------
Total current liabilities......................... 231,314 190,314 336,718
Long-term debt, net of current portion.................... 13,831 16,581 --
-------- -------- --------
Total liabilities................................. 245,145 206,895 336,718
COMMITMENTS AND CONTINGENCIES
DIVISION EQUITY............................................. 242,026 228,787 110,034
-------- -------- --------
TOTAL............................................. $487,171 $435,682 $446,752
======== ======== ========
</TABLE>

See notes to financial statements.

F-56
<PAGE> 110

TELEPHONE AND PAGING DIVISIONS OF EIS COMMUNICATIONS

COMBINED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
THREE MONTHS ENDED YEARS ENDED
MARCH 31, DECEMBER 31,
------------------- -----------------------
1999 1998 1998 1997
-------- -------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
NET SALES....................................... $588,396 $465,079 $2,349,845 $2,291,546
COSTS AND EXPENSES:
Cost of sales................................. 303,933 197,056 1,247,829 1,252,849
Salaries and benefits......................... 164,754 171,046 678,442 575,654
Selling, general and administrative
expenses................................... 103,906 94,845 421,877 402,970
Interest...................................... 224 -- 2,226 --
-------- -------- ---------- ----------
Total costs and expenses.............. 572,817 462,947 2,350,374 2,231,473
-------- -------- ---------- ----------
INCOME (LOSS) BEFORE TAXES...................... 15,579 2,132 (529) 60,073
INCOME TAX EXPENSE.............................. 2,340 -- -- 24,000
-------- -------- ---------- ----------
NET INCOME (LOSS)............................... $ 13,239 $ 2,132 $ (529) $ 36,073
======== ======== ========== ==========
</TABLE>

See notes to financial statements.

F-57
<PAGE> 111

TELEPHONE AND PAGING DIVISIONS OF EIS COMMUNICATIONS

COMBINED STATEMENTS OF DIVISION EQUITY

<TABLE>
<S> <C>
BALANCE, January 1, 1997.................................... $107,214
Distribution to parent.................................... (33,253)
Net income................................................ 36,073
--------
BALANCE, December 31, 1997.................................. 110,034
Contribution from parent.................................. 119,282
Net loss.................................................. (529)
--------
BALANCE, December 31, 1998.................................. 228,787
Net income (Unaudited).................................... 13,239
--------
BALANCE, March 31, 1999 (Unaudited)......................... $242,026
========
</TABLE>

See notes to financial statements.

F-58
<PAGE> 112

TELEPHONE AND PAGING DIVISIONS OF EIS COMMUNICATIONS

COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
THREE MONTHS ENDED YEARS ENDED
MARCH 31, DECEMBER 31,
--------------------- -------------------
1999 1998 1998 1997
--------- --------- --------- -------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss).............................. $ 13,239 $ 2,132 $ (529) $36,073
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities:
Depreciation................................ 2,500 -- 15,085 --
Provision for losses on accounts
receivable................................ 2,000 6,900 10,690 27,724
Changes in current assets and liabilities:
Accounts receivable....................... 70,412 (29,630) (41,769) (80,791)
Inventory................................. (126,401) (45,303) 61,361 (48,227)
Accounts payable.......................... 44,910 (77,247) (192,467) 134,171
Other current liabilities................. (4,198) 40,765 36,071 (21,258)
--------- --------- --------- -------
Net cash provided by (used in)
operating activities................. 2,462 (102,383) (111,558) 47,692
--------- --------- --------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Contributions from (distribution to) parent.... -- 102,383 119,282 (33,253)
Payments on long-term borrowing................ (2,462) -- (7,724) (14,439)
--------- --------- --------- -------
Net cash provided by (used in)
financing activities................. (2,462) 102,383 111,558 (47,692)
--------- --------- --------- -------
NET CHANGE IN CASH............................... -- -- -- --
CASH, beginning of period........................ -- -- -- --
--------- --------- --------- -------
CASH, end of period.............................. $ -- $ -- $ -- $ --
========= ========= ========= =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the period for interest....... $ 4,975 $ 2,970 $ 2,226 $ --
Vehicles acquired through borrowings........... $ -- $ -- $ 34,297 $ --
</TABLE>

See notes to financial statements.

F-59
<PAGE> 113

TELEPHONE AND PAGING DIVISIONS OF EIS COMMUNICATIONS

NOTES TO COMBINED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation -- The accompanying financial statements present the
combined assets, liabilities, sales and expenses related to the telephone and
paging divisions (the "Divisions") of EIS Communications ("EIS"). EIS sells,
installs and maintains telephone, wireless communication, paging and radio
equipment to commercial and individual customers in the greater Tulsa, Oklahoma
market area. The financial statements have been prepared from the separate
records maintained by the Divisions and may not necessarily be indicative of the
financial conditions that would have existed or the results of operations if the
Divisions had been operated as unaffiliated companies. Expenses of $309,000 and
$260,000 included in the combined financial statements for the years ended
December 31, 1998 and 1997, respectively, represent allocations made from EIS.
Management is of the opinion that the allocations used are reasonable and
appropriate.

Unaudited Interim Financial Statements -- The combined balance sheet as of
March 31, 1999, and the combined statements of operations, division equity and
cash flows for the three months ended March 31, 1999 and 1998, have been
prepared by EIS without audit. In the opinion of management, all adjustments
(which included only normal, recurring adjustments) necessary to present fairly
the financial position at March 31, 1999, and the results of operations and cash
flows for the three months ended March 31, 1999 and 1998, have been made. The
results of operations for the three months ended March 31, 1999 are not
necessarily indicative of the results to be expected for the full year.

Concentrations -- The Divisions currently buy most of their equipment and
paging services from four manufacturers and providers. Although there are a
limited number of such manufacturers and providers, management believes that
others could provide similar equipment and services on comparable terms. A
change in manufacturers and providers, however, could cause a possible loss of
sales, which would affect operating results adversely.

Revenue Recognition -- Revenue is recognized when equipment is installed or
when paging and maintenance services are rendered. The Divisions defer revenues
for deposits and advance payments received from customers prior to installation.
Such amounts are immaterial and are included in other current liabilities in the
accompanying financial statements.

Inventory -- Inventory is stated at the lower of cost (first-in, first-out
method) or market.

Property and Equipment -- Vehicles are stated at cost and are depreciated
using accelerated methods over their estimated useful lives of three years.

Income Taxes -- EIS uses the asset and liability approach to account for
income taxes. Deferred income taxes are recognized for the tax consequences of
temporary differences and operating loss and tax credit carryforwards by
applying enacted tax rates applicable to future years to differences between the
financial statement amounts and the tax bases of existing assets and
liabilities. A valuation allowance is established if, in management's opinion,
it is more likely than not that some portion of the deferred tax asset will not
be realized.
F-60
<PAGE> 114
TELEPHONE AND PAGING DIVISIONS OF EIS COMMUNICATIONS

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

For purposes of preparing the combined financial statements of the
Divisions, federal and state income taxes were determined as if the Divisions
filed separate income tax returns. As of December 31, 1998 and 1997, the
Divisions' temporary differences between financial and tax bases of assets and
liabilities are not material and no deferred income taxes have been recognized.

Product Returns and Warranty -- Product returned by the customer due to
defective manufacture or failure during the manufacturer's warranty period is
returned by the Divisions to the manufacturer in exchange for replacement
product or refund.

Advertising -- Advertising costs incurred by the Divisions are expensed
during the period in which the advertising occurs.

Fair Value of Financial Instruments -- The carrying amounts for accounts
receivable and accounts payable approximate fair value because of the short
maturity of those instruments. The carrying amount of long-term debt
approximates fair value based on borrowing terms currently available to EIS.

2. LONG-TERM DEBT

The Divisions' long-term debt at December 31, 1998 consists of four notes
payable to a bank due in monthly installments of principal and interest through
March 2001. The notes bear interest at 9.95% and are secured by the Divisions'
vehicles. Scheduled maturities by year are as follows: 1999 -- $11,064;
2000 -- $12,216; 2001 -- $4,365.

A note payable to an individual with a balance of $1,072 at December 31,
1997 was repaid in 1998.

3. MAJOR CUSTOMERS

At December 31, 1998 and 1997, the Company had an account receivable from
an individual customer that amounted to 17% and 16%, respectively, of the
Company's total accounts receivable.

4. COMMITMENTS AND CONTINGENCIES

EIS is involved in claims and suits incidental to its business. In the
opinion of management, the outcome of such matters will not have a material
adverse effect on the Divisions' business, financial position or results of
operations.

5. SUBSEQUENT EVENT

EIS and its stockholders have entered into a definitive agreement with
LORECOM Technologies, Inc. ("LORECOM") (formerly The Alliance Group, Inc.)
pursuant to which the telephone and paging divisions will be purchased by
LORECOM in exchange for cash and common stock of LORECOM in conjunction with the
consummation of the initial public offering of the common stock of LORECOM.

F-61
<PAGE> 115

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
Nobel Systems, Inc.

We have audited the accompanying balance sheet of Nobel Systems, Inc. as of
December 31, 1998, and the related statements of earnings, stockholders' equity,
and cash flows for the year ended December 31, 1998. These financial statements
are the responsibility of the company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Nobel Systems, Inc. at December 31, 1998,
and the results of their operations and their cash flows for the year ended
December 31, 1998, in conformity with generally accepted accounting principles.

/s/ SAXON & KNOL, P.C.

February 28, 1999

F-62
<PAGE> 116

NOBEL SYSTEMS, INC.

BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
----------- ------------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash...................................................... $ 3,175 $ --
Accounts receivable....................................... 67,733 85,237
Inventory................................................. 39,392 51,976
Other current assets...................................... 22,241 --
-------- --------
Total current assets.............................. 132,541 137,213
PROPERTY AND EQUIPMENT, at cost:
Autos and trucks.......................................... 53,117 53,117
Machinery and equipment................................... 44,126 40,062
Furniture and fixtures.................................... 4,350 11,199
-------- --------
101,593 104,378
Less accumulated depreciation............................. (70,606) (71,889)
-------- --------
Property and equipment, net....................... 30,987 32,489
-------- --------
TOTAL............................................. $163,528 $169,702
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable.......................................... $ 52,108 $ 46,083
Other current liabilities................................. 31,199 16,822
Current portion of long-term debt......................... 60,645 71,567
-------- --------
Total current liabilities......................... 143,952 134,472
LONG-TERM LIABILITIES:
Long-term debt, net of current portion.................... 14,250 17,228
-------- --------
Total liabilities................................. 158,202 151,700
-------- --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $1.00 par value; 5,000 shares authorized,
800 shares issued and outstanding...................... 800 800
Additional paid in-capital................................ 53,614 53,614
Retained earnings (accumulated deficit)................... (49,088) (36,412)
-------- --------
Total stockholders' equity........................ 5,326 18,002
-------- --------
TOTAL............................................. $163,528 $169,702
======== ========
</TABLE>

See notes to financial statements.

F-63
<PAGE> 117

NOBEL SYSTEMS, INC.

STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, YEAR ENDED
------------------- DECEMBER 31,
1999 1998 1998
-------- -------- ------------
(UNAUDITED)
<S> <C> <C> <C>
SALES...................................................... $298,942 $264,905 $953,046
COSTS AND EXPENSES:
Cost of sales............................................ 160,041 131,845 454,729
Salaries and benefits.................................... 98,896 90,682 330,795
Selling, general and administrative expenses............. 51,034 31,868 166,224
Interest expense......................................... 1,647 3,110 9,729
-------- -------- --------
Total costs and expenses......................... 311,618 257,505 961,477
-------- -------- --------
NET INCOME (LOSS).......................................... $(12,676) $ 7,400 $ (8,431)
======== ======== ========
</TABLE>

See notes to financial statements.

F-64
<PAGE> 118

NOBEL SYSTEMS, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
RETAINED
ADDITIONAL EARNINGS
COMMON COMMON PAID-IN (ACCUMULATED
SHARES STOCK CAPITAL DEFICIT) TOTAL
------ ------ ---------- ------------ --------
<S> <C> <C> <C> <C> <C>
BALANCE, January 1, 1998................. 500 $500 $ -- $(27,981) $(27,481)
Additional investment.................. 300 300 53,614 -- 53,914
Net loss............................... -- -- -- (8,431) (8,431)
--- ---- ------- -------- --------
BALANCE, December 31, 1998............... 800 800 53,614 (36,412) 18,002
Net loss (Unaudited)................... -- -- -- (12,676) (12,676)
--- ---- ------- -------- --------
BALANCE, March 31, 1999 (Unaudited)...... 800 $800 $53,614 $(49,088) $ 5,326
=== ==== ======= ======== ========
</TABLE>

See notes to financial statements.

F-65
<PAGE> 119

NOBEL SYSTEMS, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, YEAR ENDED
------------------- DECEMBER 31,
1999 1998 1998
-------- -------- ------------
(UNAUDITED)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)....................................... $(12,676) $ 7,400 $ (8,431)
Adjustments to reconcile net income (loss) to net cash
provided by operations:
Depreciation and amortization........................ 3,160 3,160 14,926
Loss on sale of assets............................... -- -- 374
Changes in current assets and liabilities:
Accounts receivable................................ 17,504 61,113 72,084
Inventory.......................................... 12,584 (18,773) (25,552)
Other current assets............................... (22,241) (17,777) 10,572
Accounts payable................................... 6,025 (28,852) (52,613)
Other current liabilities.......................... 14,377 45,909 (5,136)
-------- -------- --------
Net cash provided by operating activities....... 18,733 52,180 6,224
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES --
Purchases of property and equipment..................... (1,658) (6,970)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Additional investment................................... -- 300 53,914
Proceeds from borrowings on long-term debt.............. -- -- 10,472
Payments on long-term borrowings........................ (13,900) (48,457) (67,163)
-------- -------- --------
Net cash used in financing activities........... (13,900) (48,157) (2,777)
-------- -------- --------
NET INCREASE (DECREASE) IN CASH........................... 3,175 4,023 (3,523)
CASH, beginning of period................................. -- 3,523 3,523
-------- -------- --------
CASH, end of period....................................... $ 3,175 $ 7,546 $ --
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest................ $ 1,647 $ 3,110 $ 25,808
</TABLE>

See notes to financial statements.

F-66
<PAGE> 120

NOBEL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

Nobel Systems, Inc. (the "Company") was incorporated in January 1989, under
the laws of the State of Oklahoma. The Company sells, installs and maintains
telephone equipment in the state of Oklahoma market area.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation -- The financial statements are prepared using the
accrual basis of accounting. Revenues are recognized when earned and expenses
are recognized when a liability is incurred.

Inventory -- Inventory is stated at the lower of cost or market on a first
in, first out basis.

Property and equipment owned by the Company are depreciated over the
estimated useful lives using straight-line and accelerated tax-based methods.

Deferred Income -- The Company recognizes deferred revenues for advance
payment on agreements to maintain customer telephone equipment. The deferred
revenues are recorded as income in the period the services are provided, which
is generally twelve months.

Income Taxes -- The Company has elected to be taxed under the provisions of
Subchapter S of the Internal Revenue Code. Under those provisions, the Company
does not pay federal corporate income taxes on its taxable income. Instead, the
stockholders are liable for individual federal income taxes on their respective
shares of the Company's taxable income.

F-67
<PAGE> 121
NOBEL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Advertising -- Advertising costs incurred by the company are expensed
during the period in which the advertising occurs.

3. LONG-TERM DEBT

The Company's long-term debt at December 31, 1998, consisted of the
following:

<TABLE>
<S> <C>
Line of credit, monthly interest payments; interest rate of
11.25%; due in February 1999, secured by accounts
receivable................................................ $25,000
Note payable to a related party, due in monthly principal
and interest payments; interest rate of 12%; maturing
in May 2000; unsecured................................. 22,974
Note payable; due in monthly principal and interest
payments; interest rate of 18%; maturing in January
2000; secured by equipment............................. 9,137
Note payable to a related party, due in monthly principal
and interest payments; interest rate of 12%; maturing
in May 2000; unsecured................................. 6,364
Notes payable; due in monthly principal and interest
payments; interest rates from 8.5% to 10.5%; maturing
from January 1999 to March 2000; secured by
vehicles............................................... 21,021
Note payable, due in monthly principal and interest
payments; interest rate of 14.5%; maturing in July
1999; unsecured........................................ 4,299
-------
88,795
Less current maturities................................... (71,567)
-------
$17,228
=======
</TABLE>

Maturities of long-term debt for the next five years are as follows:
1999 -- $71,567; 2000 -- $13,360; 2001 -- $2,996; and 2002 -- $872.

4. COMMITMENTS AND CONTINGENCIES

The transferability of the majority shareholder's stock is subject to the
satisfaction or removal of federal tax liens related to personal income tax
liabilities.

5. CONCENTRATIONS OF CREDIT RISK

Sales to the Company's three largest customers amounted to approximately
20% of net sales for fiscal year 1998. As of December 31, 1998, account balances
due from the Company's three largest customers comprise approximately 12% of
total trade accounts receivable, with the largest balance comprising
approximately 5%.

6. RELATED PARTY TRANSACTIONS

The Company has notes payable to the company's shareholders. The notes bear
interest at the approximate fair value at inception of the note. The notes are
unsecured and mature in 2000.

F-68
<PAGE> 122
NOBEL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

7. SUBSEQUENT EVENT

The Company and its stockholders have entered into a definitive agreement
with LORECOM Technologies, Inc. ("LORECOM") (formerly The Alliance Group, Inc.)
pursuant to which the Company will be purchased by LORECOM. All outstanding
shares of the Company will be exchanged for cash and common stock of LORECOM in
conjunction with the consummation of the initial public offering of the common
stock of LORECOM.

F-69
<PAGE> 123

INDEPENDENT AUDITORS' REPORT

To the Stockholders
Telkey Communications, Inc.:

We have audited the accompanying balance sheet of Telkey Communications,
Inc. as of September 30, 1998, and the related statements of operations,
stockholders' equity, and cash flows for the year ended September 30, 1998. The
financial statements as of September 30, 1997, and for the year then ended, were
audited by other auditors whose report expressed an unqualified opinion on those
financial statements. These financial statements are the responsibility of the
company's management. Our responsibility is to express an opinion on the 1998
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the 1998 financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, such 1998 financial statements present fairly, in all
material respects, the financial position of Telkey Communications, Inc. at
September 30, 1998, and the results of its operations and its cash flows for the
year ended September 30, 1998, in conformity with generally accepted accounting
principles.

/s/ DELOITTE & TOUCHE LLP

Oklahoma City, Oklahoma
February 26, 1999

F-70
<PAGE> 124

INDEPENDENT AUDITORS' REPORT

To the Stockholders
Telkey Communications, Inc.:

We have audited the accompanying balance sheet of Telkey Communications,
Inc. as of September 30, 1997 and the related statements of operations,
stockholders' equity, and cash flows for the year ended September 30, 1997.
These financial statements are the responsibility of the company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Telkey Communications, Inc. at September 30,
1997, and the results of their operations and their cash flows for the year
ended September 30, 1997, in conformity with generally accepted accounting
principles.

/s/ SAXON & KNOL

Oklahoma City, Oklahoma
February 26, 1999

F-71
<PAGE> 125

TELKEY COMMUNICATIONS, INC.

BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
SEPTEMBER 30,
MARCH 31, --------------------
1999 1998 1997
----------- -------- ---------
(UNAUDITED)
<S> <C> <C> <C>
CURRENT ASSETS:
Cash..................................................... $ 49,002 $140,053 $ 57,247
Receivables, net......................................... 167,461 154,280 193,371
Inventory................................................ 112,389 88,748 82,164
Notes receivable -- current.............................. 7,188 15,324 --
Other current assets..................................... 8,879 3,741 905
--------- -------- ---------
Total current assets............................. 344,919 402,146 333,687
NOTES RECEIVABLE, net of current portion................... 9,673 16,862 --
PROPERTY AND EQUIPMENT:
Autos and trucks......................................... 117,419 117,419 128,164
Fixtures and equipment................................... 49,008 47,207 37,697
Rental telephone equipment............................... 88,385 83,401 64,622
--------- -------- ---------
254,812 248,027 230,483
Less accumulated depreciation............................ (185,483) (174,533) (138,404)
--------- -------- ---------
Property and equipment, net...................... 69,329 73,494 92,079
--------- -------- ---------
TOTAL............................................ $ 423,921 $492,502 $ 425,766
========= ======== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Current liabilities:
Line of credit........................................ $ -- $ 30,000 $ --
Accounts payable...................................... 38,247 31,364 26,015
Deferred income....................................... 17,834 32,200 46,567
Current portion of long-term debt..................... 14,424 29,782 19,683
Other current liabilities............................. 13,866 22,501 19,554
--------- -------- ---------
Total current liabilities........................ 84,371 145,847 111,819
Long-term debt, net of current portion................... 13,108 24,780 26,823
--------- -------- ---------
Total liabilities................................ 97,479 170,627 138,642
COMMITMENTS
STOCKHOLDERS' EQUITY:
Common stock, $1.00 par value; 10,000 shares authorized,
300 shares issued and outstanding..................... 300 300 300
Retained earnings........................................ 326,142 321,575 286,824
--------- -------- ---------
Total stockholders' equity....................... 326,442 321,875 287,124
--------- -------- ---------
TOTAL............................................ $ 423,921 $492,502 $ 425,766
========= ======== =========
</TABLE>

See notes to financial statements.

F-72
<PAGE> 126

TELKEY COMMUNICATIONS, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
SIX MONTHS ENDED YEARS ENDED
MARCH 31, SEPTEMBER 30,
------------------- -----------------------
1999 1998 1998 1997
-------- -------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
NET SALES....................................... $697,104 $523,755 $1,393,165 $1,280,220
COSTS AND EXPENSES:
Cost of sales................................. 318,131 200,110 613,123 567,813
Salaries and benefits......................... 278,092 243,596 476,800 447,301
Selling, general and administrative........... 94,466 98,763 249,538 185,188
Interest...................................... 1,041 2,820 7,161 5,340
-------- -------- ---------- ----------
Total costs and expenses.............. 691,730 545,289 1,346,622 1,205,642
-------- -------- ---------- ----------
INCOME BEFORE TAXES............................. 5,374 (21,534) 46,543 74,578
INCOME TAX (EXPENSE) BENEFIT.................... (807) 3,230 11,792 15,527
-------- -------- ---------- ----------
NET INCOME (LOSS)............................... $ 4,567 $(18,304) $ 34,751 $ 59,051
======== ======== ========== ==========
</TABLE>

See notes to financial statements.

F-73
<PAGE> 127

TELKEY COMMUNICATIONS, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON COMMON RETAINED
SHARES STOCK EARNINGS TOTAL
------ ------ -------- --------
<S> <C> <C> <C> <C>
BALANCE, October 1, 1996............................. 300 $300 $227,773 $228,073
Net income......................................... -- -- 59,051 59,051
--- ---- -------- --------
BALANCE, September 30, 1997.......................... 300 300 286,824 287,124
Net income......................................... -- -- 34,751 34,751
--- ---- -------- --------
BALANCE, September 30, 1998.......................... 300 300 321,575 321,875
Net income (Unaudited)............................. -- -- 4,567 4,567
--- ---- -------- --------
BALANCE, March 31, 1999 (Unaudited).................. 300 $300 $326,142 $326,442
=== ==== ======== ========
</TABLE>

See notes to financial statements.

F-74
<PAGE> 128

TELKEY COMMUNICATIONS, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS ENDED YEARS ENDED
MARCH 31, SEPTEMBER 30,
------------------- ------------------
1999 1998 1998 1997
-------- -------- -------- -------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)................................. $ 4,567 $(18,304) $ 34,751 $59,051
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating
activities:
Depreciation................................... 14,901 13,779 46,874 27,950
Deferred income................................ (14,366) (9,576) (14,367) --
(Gain) loss on disposal........................ (3,951) -- (500) 11,832
Changes in assets and liabilities:
Receivables.................................. (13,181) 50,663 39,091 (25,751)
Inventory.................................... (23,641) (9,033) (6,584) (34,531)
Notes receivable............................. 15,325 (9,663) (32,186) --
Other current assets......................... (5,138) (2,680) (2,836) (6,517)
Accounts payable............................. 6,883 16,609 5,349 4,340
Other current liabilities.................... (8,635) (13,380) 2,947 8,204
-------- -------- -------- -------
Net cash provided by (used in) operating
activities.............................. (27,236) 18,415 72,539 44,578
-------- -------- -------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment............... (6,785) (12,024) (28,289) (51,289)
Proceeds from sale of property and equipment...... -- -- 500 --
-------- -------- -------- -------
Net cash used in investing activities..... (6,785) (12,024) (27,789) (51,289)
-------- -------- -------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings.......................... -- 9,663 87,839 500
Payments on borrowings............................ (57,030) (11,838) (49,783) (22,875)
-------- -------- -------- -------
Net cash provided by (used in) financing
activities.............................. (57,030) (2,175) 38,056 (22,375)
-------- -------- -------- -------
NET INCREASE (DECREASE) IN CASH..................... (91,051) 4,216 82,806 (29,086)
CASH, beginning of period........................... 140,053 57,247 57,247 86,333
-------- -------- -------- -------
CASH, end of period................................. $ 49,002 $ 61,463 $140,053 $57,247
======== ======== ======== =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest.......... $ 1,070 $ 2,785 $ 5,108 $ 5,281
Cash paid during the period for income taxes...... $ 2,071 $ 6,131 $ 14,802 $15,527
</TABLE>

See notes to financial statements.

F-75
<PAGE> 129

TELKEY COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

Telkey Communications, Inc. (the "Company") was incorporated in February
1984, under the laws of the State of Oklahoma. The Company sells, installs and
maintains telephone equipment in the greater Tulsa, Oklahoma market area.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Statements -- The balance sheet as of March 31,
1999, and the statements of operations, stockholders' equity and cash flows for
the six months ended March 31, 1999 and 1998, have been prepared by the Company
without audit. In the opinion of management, all adjustments (which included
only normal, recurring adjustments) necessary to present fairly the financial
position at March 31, 1999, and the results of operations and cash flows for the
six months ended March 31, 1999 and 1998, have been made. The results of
operations for the six months ended March 31, 1999 are not necessarily
indicative of the results to be expected for the full year.

Inventory -- Inventory is stated at the lower of cost or market on a
specific identification basis. Cost is determined on a first-in, first-out
method.

F-76
<PAGE> 130
TELKEY COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Property and equipment owned by the Company are depreciated using the
straight-line method, which includes amortization of assets under capital leases
over the following useful lives:

<TABLE>
<CAPTION>
USEFUL LIVES
IN YEARS
------------
<S> <C>
Autos and trucks......................................... 3 - 7
Fixtures and equipment................................... 5 - 7
Rental telephone equipment............................... 5 - 7
</TABLE>

Income Taxes -- The Company uses an asset and liability approach to account
for income taxes. Deferred income taxes are recognized for the tax consequences
of temporary differences and carryforwards by applying enacted tax rates
applicable to future years to differences between the financial statement
amounts and the tax bases of existing assets and liabilities. A valuation
allowance is established if, in management's opinion, it is more likely than not
that some portion of the deferred tax asset will not be realized. As of
September 30, 1998, the Company's temporary differences between financial and
tax bases of assets and liabilities are not material, and no deferred income
taxes have been recognized.

Advertising -- Advertising costs incurred by the company are expensed
during the period in which the advertising occurs.

Fair Value Disclosure -- The Company's financial instruments include cash
and cash equivalents, receivables, notes receivable, short-term payables, and
notes payable. The carrying amounts of cash and cash equivalents, receivables,
and short-term payables approximate fair value due to their short-term nature.
The carrying amounts of notes receivable and notes payable approximate fair
value as rates reflect current market rates.

3. NOTES RECEIVABLE

Notes receivable represent long-term financing of sales to certain
customers. During the year ended September 30, 1998, the Company entered into an
agreement with a bank whereby the bank assumed all servicing rights and a
percentage of interest earned on the notes. In return, the Company received a
cash payment from the bank equal to the principal balance of the notes on the
transfer date. The Company retained all risk associated with nonpayment of any
unpaid principal through a provision in the agreement requiring full recourse.
The Company accounted for this transaction as a secured borrowing and has
recognized the related liability in current and long-term notes payable.
Interest income of $2,010 has been recognized from notes receivable and interest
expense of $1,730 has been recognized on the corresponding note payable during
the year ended September 30, 1998.

F-77
<PAGE> 131
TELKEY COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

4. OPERATING LEASES

The Company has an operating lease with a related party for the Company's
office space. The Company expensed and paid rent totaling $42,000 and $38,400
for the years ended September 30, 1998 and 1997, respectively. The future
minimum payments by year at September 30, 1998, are as follows:

5. DEBT

The Company's long-term debt at September 30, 1998 and 1997, consisted of
the following:

<TABLE>
<CAPTION>
1998 1997
------- -------
<S> <C> <C>
Note payable to former stockholder, due in monthly principal
and interest payments, interest rate of 7.5%, maturing in
October 2000, secured by common stock..................... $10,405 $14,852
Promissory note, due in monthly principal and interest
payments, interest rate of 9.9%, paid in December 1998,
secured by vehicle........................................ 3,141 6,984
Promissory note, due in monthly principal and interest
payments, interest rate of 8.5%, maturing in January
2000...................................................... 8,830 14,808
Notes payable to bank, due in monthly principal and interest
payments, interest at no less than 2% above prime (12.0%
at September 30, 1998), maturing through August 2001,
secured by notes receivable............................... 32,186 --
Promissory note to related party, due in monthly principal
and interest payments, interest rate of 6%, paid in
September 1998, secured by vehicle........................ -- 9,862
------- -------
54,562 46,506
Less current portion of long-term debt...................... 29,782 19,683
------- -------
Long-term debt.................................... $24,780 $26,823
======= =======
</TABLE>

Maturities of long-term debt for years subsequent to September 30, 1998 are
as follows:

<TABLE>
<S> <C>
1999....................................................... $29,782
2000....................................................... 18,252
2001....................................................... 6,528
-------
Total long-term debt............................. $54,562
=======
</TABLE>

The Company also has $30,000 outstanding at September 30, 1998, under its
line of credit agreement with a bank. The agreement permitted advances up to
$150,000, with interest at the Chase New York Prime Rate plus 1% (9.5% at
September 30, 1998), and expired November 30. The Company repaid the entire
amount prior to expiration and did not renew the line.

F-78
<PAGE> 132
TELKEY COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

6. INCOME TAXES

The income tax provision consists of the following:

<TABLE>
<CAPTION>
1998 1997
------- -------
<S> <C> <C>
Federal income tax expense.................................. $ 8,542 $11,858
State income taxes, net of federal benefit.................. 3,250 3,669
------- -------
$11,792 $15,527
======= =======
</TABLE>

The difference between the statutory Federal income tax rate of 34% and the
Company's effective Federal rate for the years ended September 30, 1998 and
1997, is due to state taxes and the effect of graduated tax rates.

7. MAJOR CUSTOMERS

Sales to the Company's largest customer amounted to approximately 9% of net
sales for fiscal year 1998. Sales to the Company's two largest customers
amounted to approximately 13% and 11%, respectively, of net sales for fiscal
year 1997.

8. RELATED PARTY TRANSACTIONS

The Company made principal payments of $9,862 and $9,290 during the years
ended September 30, 1998 and 1997, respectively, to an entity owned 100% by the
Company's owners on a promissory note for the purchase of a vehicle. The
promissory note requires monthly principal and interest payments of $849 at an
interest rate of 6%. Interest expense of $326 and $898 was recognized on the
note for the years ended September 30, 1998 and 1997, respectively. The note was
fully repaid in September 1998.

The Company has a note payable to a former owner totaling $10,405 and
$14,852 at September 30, 1998 and 1997, respectively, maturing in October 2000.
The note requires monthly principal and interest payments of $450, at an
interest rate of 7.5%. Principal payments of $4,447 and $4,127 were made during
the years ended September 30, 1998 and 1997, respectively. Interest expense of
$953 and $1,273 was recognized on the note during the years ended September 30,
1998 and 1997, respectively.

The Company made rent payments for office space of $42,000 and $38,400
during the years ended September 30, 1998 and 1997, respectively, to an entity
owned by the Company's stockholders.

9. SUBSEQUENT EVENT

The Company and its stockholders have entered into a definitive agreement
with LORECOM Technologies, Inc. ("LORECOM") (formerly The Alliance Group, Inc.)
pursuant to which the Company will be purchased by LORECOM. All outstanding
shares of the Company will be exchanged for cash and common stock of LORECOM in
conjunction with the consummation of the initial public offering of the common
stock of LORECOM.

F-79
<PAGE> 133

INDEPENDENT AUDITORS' REPORT

To the Stockholders
Terra Telecom, Inc.:

We have audited the accompanying balance sheet of Terra Telecom, Inc. as of
September 30, 1998, and the related statements of operations, stockholders'
equity, and cash flows for the year ended September 30, 1998. The financial
statements as of September 30, 1997, and for the year then ended, were audited
by other auditors whose report expressed an unqualified opinion on those
financial statements. These financial statements are the responsibility of the
company's management. Our responsibility is to express an opinion on the 1998
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the 1998 financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, such 1998 financial statements present fairly, in all
material respects, the financial position of Terra Telecom, Inc. at September
30, 1998, and the results of its operations and its cash flows for the year
ended September 30, 1998, in conformity with generally accepted accounting
principles.

/s/ DELOITTE & TOUCHE LLP

Oklahoma City, Oklahoma
February 15, 1999

F-80
<PAGE> 134

INDEPENDENT AUDITORS' REPORT

To the Stockholders
Terra Telecom, Inc.:

We have audited the accompanying balance sheet of Terra Telecom, Inc. as of
September 30, 1997, and the related statements of operations, stockholders'
equity, and cash flows for the year ended September 30, 1997. These financial
statements are the responsibility of the company's management. Our
responsibility is to express an opinion on the 1997 financial statements based
on our audit.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Terra Telecom, Inc. at September 30, 1997,
and the results of their operations and their cash flows for the year ended
September 30, 1997, in conformity with generally accepted accounting principles.

/s/ SAXON & KNOL

Oklahoma City, Oklahoma
February 15, 1999

F-81
<PAGE> 135

TERRA TELECOM, INC.

BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
SEPTEMBER 30,
MARCH 31, ---------------------
1999 1998 1997
----------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C>
CURRENT ASSETS:
Cash.................................................... $ 20,884 $ 20,946 $ 5,364
Accounts receivable, net................................ 212,241 118,120 180,082
Inventory............................................... 94,726 131,035 129,107
--------- --------- ---------
Total current assets............................ 327,851 270,101 314,553
PROPERTY AND EQUIPMENT:
Autos and trucks........................................ 119,953 121,990 102,292
Furniture and fixtures.................................. 64,623 55,286 34,747
Machinery and equipment................................. 45,866 49,836 41,267
--------- --------- ---------
230,442 227,112 178,306
Less accumulated depreciation........................... (185,747) (162,192) (132,733)
--------- --------- ---------
Property and equipment, net..................... 44,695 64,920 45,573
OTHER ASSETS.............................................. 8,096 8,096 3,553
--------- --------- ---------
TOTAL........................................... $ 380,642 $ 343,117 $ 363,679
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Current liabilities:
Current portion of long-term debt.................... $ 51,943 $ 59,143 $ 60,873
Accounts payable..................................... 155,618 126,585 125,758
Other current liabilities............................ 74,277 86,145 55,732
--------- --------- ---------
Total current liabilities....................... 281,838 271,873 242,363
Long-term debt, net of current portion.................. 37,338 56,362 106,343
--------- --------- ---------
Total liabilities............................... 319,176 328,235 348,706
COMMITMENTS
STOCKHOLDERS' EQUITY:
Common stock, $1.00 par value; 25,000 shares authorized;
2,000 shares issued and outstanding.................. 2,000 2,000 2,000
Additional paid-in capital.............................. 82,677 82,677 82,677
Accumulated deficit..................................... (23,211) (69,795) (69,704)
--------- --------- ---------
Total stockholders' equity...................... 61,466 14,882 14,973
--------- --------- ---------
TOTAL........................................... $ 380,642 $ 343,117 $ 363,679
========= ========= =========
</TABLE>

See notes to financial statements.

F-82
<PAGE> 136

TERRA TELECOM, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
SIX MONTHS ENDED YEARS ENDED
MARCH 31, SEPTEMBER 30,
--------------------- -----------------------
1999 1998 1998 1997
---------- -------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
NET SALES..................................... $1,137,174 $937,048 $1,956,623 $1,522,718
COSTS AND EXPENSES:
Cost of sales............................... 545,828 533,488 1,082,080 825,796
Salaries and benefits....................... 398,907 279,220 650,889 486,087
Selling, general and administrative......... 127,578 119,397 204,014 195,153
Interest.................................... 8,757 7,232 19,747 24,774
---------- -------- ---------- ----------
Total costs and expenses............ 1,081,070 939,337 1,956,730 1,531,810
---------- -------- ---------- ----------
INCOME (LOSS) BEFORE TAXES.................... 56,104 (2,289) (107) (9,092)
INCOME TAX (EXPENSE) BENEFIT.................. (9,520) 350 16 1,364
---------- -------- ---------- ----------
NET INCOME (LOSS)............................. $ 46,584 $ (1,939) $ (91) $ (7,728)
========== ======== ========== ==========
</TABLE>

See notes to financial statements.

F-83
<PAGE> 137

TERRA TELECOM, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
ADDITIONAL
COMMON COMMON PAID-IN ACCUMULATED
SHARES STOCK CAPITAL DEFICIT TOTAL
------ ------ ---------- ----------- -------
<S> <C> <C> <C> <C> <C>
BALANCE, October 1, 1996................... 2,000 $2,000 $82,677 $(61,976) $22,701
Net loss for the year.................... -- -- -- (7,728) (7,728)
----- ------ ------- -------- -------
BALANCE, September 30, 1997................ 2,000 2,000 82,677 (69,704) 14,973
Net loss for the year.................... -- -- -- (91) (91)
----- ------ ------- -------- -------
BALANCE, September 30, 1998................ 2,000 2,000 82,677 (69,795) 14,882
Net income for six months (unaudited).... -- -- -- 46,584 46,584
----- ------ ------- -------- -------
BALANCE, March 31, 1999 (Unaudited)........ 2,000 $2,000 $82,677 $(23,211) $61,466
===== ====== ======= ======== =======
</TABLE>

See notes to financial statements.

F-84
<PAGE> 138

TERRA TELECOM, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS ENDED YEARS ENDED
MARCH 31, SEPTEMBER 30,
------------------ -------------------
1999 1998 1998 1997
------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)................................. $46,584 $ (1,939) $ (91) $ (7,728)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation................................... 15,465 15,590 29,459 32,360
(Gain) loss on disposal........................ 8,090 (8,189) -- (10,456)
Changes in current assets and liabilities:
Accounts receivable.......................... (94,121) 43,505 61,962 (95,583)
Inventory.................................... 36,309 (2,198) (1,928) 17,218
Other assets................................. -- -- (4,543) (1,365)
Accounts payable............................. 29,033 (5,384) 827 31,221
Other current liabilities.................... (11,868) 6,945 30,413 38,779
------- -------- -------- --------
Net cash provided by operating
activities.............................. 29,492 48,330 116,099 4,446
------- -------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment............... (3,330) (15,481) (48,806) (17,003)
------- -------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowings................ -- -- 15,786 79,421
Payments on long-term borrowings.................. (26,224) (18,788) (67,498) (58,005)
------- -------- -------- --------
Net cash (used in) provided by financing
activities.............................. (26,224) (18,788) (51,712) 21,416
------- -------- -------- --------
NET (DECREASE) INCREASE IN CASH..................... (62) 14,061 15,582 8,859
CASH, beginning of period........................... 20,946 5,364 5,364 (3,495)
------- -------- -------- --------
CASH, end of period................................. $20,884 $ 19,425 $ 20,946 $ 5,364
======= ======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest.......... $17,861 $ 16,134 $ 11,282 $ 13,877
</TABLE>

See notes to financial statements.

F-85
<PAGE> 139

TERRA TELECOM, INC.

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

Terra Telecom, Inc. (the "Company") was incorporated in October 1982, under
the laws of the State of Oklahoma. The Company sells, installs and maintains
telephone equipment in the greater Tulsa, Oklahoma market area.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Inventory -- Inventory is stated at the lower of cost (first-in, first-out
method) or market.

F-86
<PAGE> 140
TERRA TELECOM, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Property and equipment owned by the Company are depreciated using an
accelerated method over the following useful lives:

<TABLE>
<CAPTION>
USEFUL LIVES
IN YEARS
------------
<S> <C>
Autos and trucks........................................ 3-7
Furniture and fixtures.................................. 5-7
Machinery and equipment................................. 3-7
</TABLE>

Income Taxes -- The Company uses an asset and liability approach to account
for income taxes. Deferred income taxes are recognized for the tax consequences
of temporary differences and operating loss and tax credit carryforwards by
applying enacted tax rates applicable to future years to differences between the
financial statement amounts and the tax bases of existing assets and
liabilities. A valuation allowance is established if, in management's opinion,
it is more likely than not that some portion of the deferred tax asset will not
be realized. As of September 30, 1998, the Company's temporary differences
between financial and tax bases of assets and liabilities are not material, and
no deferred income taxes have been recognized.

Advertising -- Advertising costs incurred by the company are expensed
during the period in which the advertising occurs.

Fair Value Disclosure -- The Company's financial instruments include cash
and cash equivalents, receivables, short-term payables, and notes payable. The
carrying amounts of cash and cash equivalents, receivables, and short-term
payables approximate fair value due to their short-term nature. The carrying
amounts of long-term debt approximate fair value based on borrowing terms
currently available to the Company.

3. OPERATING LEASES

The Company has an operating lease for the Company's office space. The
Company has expensed and paid rent of $21,514 and $21,634 for the years ended
September 30, 1998 and 1997, respectively. The future minimum payments by year
at September 30, 1998, are as follows:

F-87
<PAGE> 141
TERRA TELECOM, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

4. LONG-TERM DEBT

The Company's long-term debt at September 30, 1998 and 1997, consisted of
the following:

<TABLE>
<CAPTION>
1998 1997
------- --------
<S> <C> <C>
Notes payable to stockholders, due in monthly principal and
interest payments, interest rate of 10.5%, maturing in
April 2001, unsecured..................................... $54,830 $ 74,274
Promissory note to bank, due in monthly principal and
interest payments, interest rate of 9.25%, maturing in
August 1999, secured by all Company assets................ 30,588 55,820
Promissory note to bank, due in monthly principal and
interest payments, interest rate of 8.8%, maturing in
April 2002, secured by vehicle............................ 11,144 --
Promissory note to credit union, due in monthly principal
and interest payments, interest rate of 7.2%, maturing in
June 2002, secured by vehicle............................. 10,941 14,132
Promissory note to bank, due in monthly principal and
interest payments, interest rate of 10%, maturing in
October 1999, secured by vehicle.......................... 4,218 7,546
Promissory note to bank, due in monthly principal and
interest payments, interest rate of 11%, maturing in April
1999, secured by vehicle.................................. 3,784 7,747
Promissory note to bank, due in monthly principal and
interest payments, interest rate of 8.5%, paid in
September 1998, secured by vehicle........................ -- 2,985
Promissory note to bank, due in monthly principal and
interest payments, interest rate of 9%, paid in October
1998, secured by vehicle.................................. -- 4,712
------- --------
115,505 167,216
Less current maturities..................................... 59,143 60,873
------- --------
$56,362 $106,343
======= ========
</TABLE>

Maturities of long-term debt for years subsequent to September 30, 1998 are
as follows:

<TABLE>
<S> <C>
1999...................................................... $ 59,143
2000...................................................... 30,356
2001...................................................... 21,308
2002...................................................... 4,698
Thereafter................................................ --
--------
Total long-term debt............................ $115,505
========
</TABLE>

5. INCOME TAXES

The income tax benefit consists of the following:

<TABLE>
<CAPTION>
1998 1997
---- ------
<S> <C> <C>
Federal income tax benefit.................................. $16 $1,364
State income taxes, net of federal benefit.................. -- --
--- ------
$16 $1,364
=== ======
</TABLE>

The difference between the statutory Federal income tax rate of 34% and the
Company's effective Federal rate is due to the effect of graduated tax rates.

F-88
<PAGE> 142
TERRA TELECOM, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

6. MAJOR CUSTOMERS

Sales to the Company's largest customer amounted to approximately 11% of
net sales for fiscal year 1998. No individual customer in 1997 accounted for net
sales in excess of 10%. The Company has an account receivable from an individual
customer that amounts to 23% of the Company's total accounts receivable at
September 30, 1998.

7. RELATED PARTY TRANSACTIONS

The Company has a note payable to each of its two owners together totaling
$54,830 and $74,274 at September 30, 1998 and 1997, respectively. The notes are
unsecured and require monthly principal and interest payments totaling $2,050.
Interest on the notes is at 10.5%. Proceeds from the notes were utilized by the
Company for operating capital. Principal payments totaling $19,444 and $7,405
were made on the notes during the years ended September 30, 1998 and 1997,
respectively. Interest expense totaling $5,156 and $3,870 were recorded on the
notes for each of the years ended September 30, 1998 and 1997, respectively. The
notes are scheduled to mature in April 2001.

8. 401(K) PLAN

In fiscal year 1998, the Company established a 401(k) plan (the "Plan"), in
which substantially all employees of the Company are eligible to participate.
Company contributions to the Plan are made at the discretion of Company
management. Contributions totaling $8,352 were made by the Company and charged
to operations for the year ended September 30, 1998.

9. SUBSEQUENT EVENT

The Company and its stockholders have entered into a definitive agreement
with LORECOM Technologies, Inc. ("LORECOM") (formerly The Alliance Group, Inc.)
pursuant to which the Company will be purchased by LORECOM. All outstanding
shares of the Company will be exchanged for cash and common stock of LORECOM in
conjunction with the consummation of the initial public offering of the common
stock of LORECOM.

F-89
<PAGE> 143

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
Travis Business Systems, Inc.:

We have audited the accompanying balance sheet of Travis Business Systems,
Inc. as of December 31, 1998, and the related statements of operations,
stockholders' equity, and cash flows for the year ended December 31, 1998. The
financial statements as of December 31, 1997 and for the year then ended were
audited by other auditors whose report expressed an unqualified opinion on those
financial statements. These financial statements are the responsibility of the
company's management. Our responsibility is to express an opinion on the 1998
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the 1998 financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, such 1998 financial statements present fairly, in all
material respects, the financial position of Travis Business Systems, Inc. at
December 31, 1998, and the results of its operations and its cash flows for the
year ended December 31, 1998, in conformity with generally accepted accounting
principles.

/s/ DELOITTE & TOUCHE LLP

Oklahoma City, Oklahoma
February 19, 1999

F-90
<PAGE> 144

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
Travis Business Systems, Inc.:

We have audited the accompanying balance sheet of Travis Business Systems,
Inc. as of December 31, 1997 and the related statements of operations,
stockholders' equity, and cash flows for the year ended December 31, 1997. These
financial statements are the responsibility of the company's management. Our
responsibility is to express an opinion on the 1997 financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the 1997 financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, such 1997 financial statements present fairly, in all
material respects, the financial position of Travis Business Systems, Inc. at
December 31, 1997, and the results of its operations and its cash flows for the
year ended December 31, 1997, in conformity with generally accepted accounting
principles.

/s/ SAXON & KNOL

Oklahoma City, Oklahoma
February 19, 1999

F-91
<PAGE> 145

TRAVIS BUSINESS SYSTEMS, INC.

BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31,
MARCH 31, -----------------------
1999 1998 1997
----------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C>
CURRENT ASSETS:
Cash................................................... $ -- $ 153,409 $ 57,657
Accounts receivable.................................... 738,111 381,421 639,498
Inventory.............................................. 415,950 485,695 423,229
Other current assets................................... 34,913 46,063 48,277
---------- ---------- ----------
Total current assets........................... 1,188,974 1,066,588 1,168,661
PROPERTY AND EQUIPMENT:
Autos and trucks....................................... 90,749 90,749 62,166
Equipment.............................................. 67,153 66,297 54,715
Furniture and fixtures................................. 61,788 60,715 49,147
Leasehold improvements................................. 11,998 11,998 11,998
---------- ---------- ----------
231,688 229,759 178,026
Less accumulated depreciation.......................... (118,841) (111,119) (78,159)
---------- ---------- ----------
Property and equipment, net.................... 112,847 118,640 99,867
OTHER ASSETS............................................. 884 5,884 5,884
---------- ---------- ----------
TOTAL.......................................... $1,302,705 $1,191,112 $1,274,412
========== ========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable....................................... $ 104,176 $ 172,654 $ 154,370
Deferred income........................................ 255,397 313,846 233,317
Other current liabilities.............................. 95,961 68,495 129,543
Line of credit payable................................. 185,000 -- 72,000
---------- ---------- ----------
Total current liabilities...................... 640,534 554,995 589,230
COMMITMENTS
STOCKHOLDERS' EQUITY:
Common stock, $1.00 par value; 10,000 shares
authorized; 588 shares issued and outstanding....... 588 588 588
Additional paid-in capital............................. 19,500 19,500 19,500
Retained earnings...................................... 642,083 616,029 665,094
---------- ---------- ----------
Total stockholders' equity..................... 662,171 636,117 685,182
---------- ---------- ----------
TOTAL.......................................... $1,302,705 $1,191,112 $1,274,412
========== ========== ==========
</TABLE>

See notes to financial statements.

F-92
<PAGE> 146

TRAVIS BUSINESS SYSTEMS, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
THREE MONTHS ENDED YEARS ENDED
MARCH 31, DECEMBER 31,
--------------------- -----------------------
1999 1998 1998 1997
---------- -------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
SALES......................................... $1,140,659 $897,513 $4,198,047 $3,810,617
COSTS AND EXPENSES:
Cost of sales............................... 557,542 338,116 1,814,852 1,515,984
Salaries and benefits....................... 442,828 408,155 1,814,593 1,591,483
Selling, general and administrative
expenses................................. 106,143 136,686 618,179 521,818
Interest expense............................ 1,539 1,350 9,177 3,030
---------- -------- ---------- ----------
Total costs and expenses............ 1,108,052 884,307 4,256,801 3,632,315
---------- -------- ---------- ----------
INCOME (LOSS) BEFORE TAXES ON INCOME.......... 32,607 13,206 (58,754) 178,302
INCOME TAX BENEFIT (EXPENSE).................. (6,553) (2,653) 9,689 (62,880)
---------- -------- ---------- ----------
NET INCOME (LOSS)............................. $ 26,054 $ 10,553 $ (49,065) $ 115,422
========== ======== ========== ==========
</TABLE>

See notes to financial statements.

F-93
<PAGE> 147

TRAVIS BUSINESS SYSTEMS, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
ADDITIONAL
COMMON COMMON PAID-IN RETAINED
SHARES STOCK CAPITAL EARNINGS TOTAL
------ ------ ---------- -------- --------
<S> <C> <C> <C> <C> <C>
BALANCE, January 1, 1997................... 588 $588 $19,500 $549,672 $569,760
Net earnings............................. -- -- -- 115,422 115,422
--- ---- ------- -------- --------
BALANCE, December 31, 1997................. 588 588 19,500 665,094 685,182
Net loss................................. -- -- -- (49,065) (49,065)
--- ---- ------- -------- --------
BALANCE, December 31, 1998................. 588 588 19,500 616,029 636,117
Net income (Unaudited)................... -- -- -- 26,054 26,054
--- ---- ------- -------- --------
BALANCE, March 31, 1999
(Unaudited).............................. 588 $588 $19,500 $642,083 $662,171
=== ==== ======= ======== ========
</TABLE>

See notes to financial statements.

F-94
<PAGE> 148

TRAVIS BUSINESS SYSTEMS, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
THREE MONTHS ENDED YEARS ENDED
MARCH 31, DECEMBER 31,
-------------------- ---------------------
1999 1998 1998 1997
--------- -------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)............................. $ 26,054 $ 10,553 $ (49,065) $ 115,422
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities:
Depreciation............................... 7,722 6,931 43,353 23,247
Loss on disposal........................... -- -- 3,021 --
Changes in current assets and liabilities:
Accounts receivable...................... (356,690) 166,807 258,077 (10,257)
Inventory................................ 69,745 38,831 (62,466) (17,781)
Other current assets..................... 11,150 (16,227) 2,214 (3,636)
Other assets............................. 5,000 -- -- 4,062
Accounts payable......................... (68,478) 122,828 18,284 (167,336)
Deferred income.......................... (58,449) (38,839) 80,529 (108,845)
Other current liabilities................ 27,466 (56,740) (61,048) 2,360
--------- -------- --------- ---------
Net cash provided by (used in)
operating activities................ (336,480) 234,144 232,899 (162,764)
--------- -------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment........... (1,929) (17,170) (65,147) (38,399)
--------- -------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on credit line..................... 530,000 27,000 707,000 72,000
Principal payments on credit line............. (345,000) (99,000) (779,000) --
--------- -------- --------- ---------
Net cash provided by (used in)
financing activities................ 185,000 (72,000) (72,000) 72,000
--------- -------- --------- ---------
NET INCREASE (DECREASE) IN CASH................. (153,409) 144,974 95,752 (129,163)
CASH, beginning of period....................... 153,409 57,657 57,657 186,820
--------- -------- --------- ---------
CASH, end of period............................. $ -- $202,631 $ 153,409 $ 57,657
========= ======== ========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the period for interest...... $ 2,151 $ 288 $ 4,759 $ 452
Cash paid during the period for income
taxes...................................... $ -- $ 15,296 $ 83,197 $ 75,107
</TABLE>

See notes to financial statements.

F-95
<PAGE> 149

TRAVIS BUSINESS SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

Travis Business Systems, Inc. (the "Company") was incorporated in September
1988, under the laws of the State of Oklahoma. The Company sells, installs and
maintains telephone equipment in the state of Oklahoma market area.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Concentrations -- The Company currently buys most of its communications
products from two manufacturers. Although there are a limited number of
manufacturers of communications products, management believes that other
manufacturers could provide similar products on comparable terms. A change in
manufacturers, however, could cause a possible loss of sales, which would affect
operating results adversely.

Inventory -- Inventory is stated at the lower of average cost (first-in,
first-out method) or market.

Property and equipment owned by the Company are depreciated using the
straight-line method over the following useful lives:

<TABLE>
<CAPTION>
USEFUL LIVES
IN YEARS
------------
<S> <C>
Autos and trucks......................................... 3 - 5
Equipment................................................ 3 - 7
Furniture and fixtures................................... 3 - 5
Leasehold improvements................................... 15 - 20
</TABLE>

F-96
<PAGE> 150
TRAVIS BUSINESS SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Income Taxes -- The Company uses an asset and liability approach to account
for income taxes. Deferred income taxes are recognized for the tax consequences
of temporary differences and operating loss and tax credit carryforwards by
applying enacted tax rates applicable to future years to differences between the
financial statement amounts and the tax bases of existing assets and
liabilities. A valuation allowance is established if, in management's opinion,
it is more likely than not that some portion of the deferred tax asset will not
be realized. As of December 31, 1998, the Company's temporary differences
between financial and tax bases of assets and liabilities are not material, and
no deferred income taxes have been recognized.

Advertising -- Advertising costs incurred by the company are expensed
during the period in which the advertising occurs.

Fair Value Disclosure -- The Company's financial instruments include cash
and cash equivalents, receivables, short-term payables, and notes payable. The
carrying amounts of cash and cash equivalents, receivables, and short-term
payables approximate fair value due to their short-term nature. The carrying
amount of notes payable approximates fair value based on borrowing terms
currently available to the Company.

3. OPERATING LEASES

The Company has operating leases for its office space and certain of its
equipment. Lease expense during the years ended December 31, 1998 and 1997,
totaled $84,947 and $86,380, respectively. The future minimum payments by year
at December 31, 1998, are as follows:

4. INCOME TAXES

The income tax provision consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------
1998 1997
------ --------
<S> <C> <C>
Federal income tax benefit (expense)........................ $9,689 $(52,788)
State income taxes, net of federal benefit.................. -- (10,092)
------ --------
$9,689 $(62,880)
====== ========
</TABLE>

F-97
<PAGE> 151
TRAVIS BUSINESS SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

5. LINE OF CREDIT

The Company has a line of credit agreement with a bank. The agreement
permits advances up to $450,000 with interest at Chase Manhattan Bank Prime
floating (8.5% at December 31, 1998) and expires September 30, 1999; however,
management expects renewal of the agreement under similar terms. The agreement
is collateralized by the Company's bank accounts, accounts receivable,
inventory, contract rights, proceeds, goods, general intangibles and personal
guarantee from the Company's majority shareholder. There was no amount
outstanding on the line of credit at December 31, 1998. At December 31, 1997,
the amount outstanding totaled $72,000.

6. 401(k) RETIREMENT PLAN

The Company sponsors a 401(k) employee pension plan covering employees who
meet minimum age and service requirements. Employees may elect to contribute up
to 15% of their eligible compensation. Contributions by the Company are made at
the discretion of management and vest ratably after one year over the term of a
participant's employment at 20% per year. The Company made contributions to the
plan totaling $15,520 and $11,447 during the years ended December 31, 1998 and
1997, respectively.

7. MAJOR CUSTOMER

No individual customer in 1998 accounted for net sales in excess of 10%.
Sales to the Company's largest customer amounted to approximately 11% of net
sales for the year ended December 31, 1997.

8. SUBSEQUENT EVENTS

The Company and its stockholders have entered into a definitive agreement
with LORECOM Technologies, Inc. ("LORECOM") (formerly The Alliance Group, Inc.)
pursuant to which the Company will be purchased by LORECOM. All outstanding
shares of the Company will be exchanged for cash and common stock of LORECOM in
conjunction with the consummation of the initial public offering of the common
stock of LORECOM.

Subsequent to December 31, 1998, the Company recognized a loss of $157,725
for damaged inventory caused by a fire that occurred in January 1999. The
Company has since received insurance proceeds of $207,224 related to the fire.
The resulting gain of $49,499 is recorded as an offset to selling, general and
administrative expenses in the income statement.

F-98
<PAGE> 152

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

1,600,000 Shares

[LORECOM Technologies, inc.]

------------------------

PROSPECTUS
------------------------

CAPITAL WEST SECURITIES, INC.

June 25, 1999

DEALER PROSPECTUS DELIVERY OBLIGATION

Until , 1999, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealers' obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 153

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

LORECOM is incorporated under the laws of the State of Oklahoma.
Section 1031 ("Section 1031") of the Oklahoma General Corporation Act, as the
same exists or may hereafter be amended, inter alia, provides that an Oklahoma
corporation may indemnify any persons who were, are or are threatened to be
made, parties to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of such corporation), by reason of the fact
that such person is or was an officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or preceding, provided such person acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was illegal. An
Oklahoma corporation may indemnify any persons who are, were or are threatened
to be made, a party to any threatened, pending or completed action or suit by
or in the right of the corporation by reasons of the fact that such person was
a director, officer, employee or agent of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee or
agent of another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit, provided such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests, provided that no
indemnification is permitted without judicial approval if the officer,
director, employee or agent is adjudged to be liable to the corporation. Where
an officer, director, employee or agent is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him against the expenses which such officer or director has actually
and reasonably incurred.

Section 1031 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against any liability asserted against him and incurred by him in
any such capacity arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him under Section 1031.

LORECOM's Certificate of Incorporation, as amended, eliminates in
certain circumstances the liability of directors for a breach of their
fiduciary duty as directors. These provisions do not eliminate the liability of
a director:

o For a breach of the director's duty of loyalty to LORECOM or its
stockholders;

o For acts or omissions by a director not in good faith or which
involve intentional misconduct or a knowing violation of law;

o For liability relating to the declaration of dividends and
purchase or redemption of shares in violation of the Oklahoma
General Corporation Act; or

o For any transaction from which the director derived an improper
personal benefit.

LORECOM's certificate of incorporation provides that LORECOM shall
indemnify all of its directors and officers to the full extent permitted by the
Oklahoma General Corporation Act. Under such provisions, any director or
officer, who in his capacity as such, is made or threatened to be a made a
party to any suit or proceeding, may be indemnified if the board of directors
determines such director or officer acted in good faith and in a manner he
reasonably

II-1

<PAGE> 154

believed to be in or not opposed to the best interest of LORECOM. The
Certificate and the Oklahoma General Corporation Act further provide that such
indemnification is not exclusive of any other rights to which such individuals
may be entitled under the Certificate, any agreement, vote of stockholders or
disinterested directors or otherwise.

All of LORECOM's directors and officers will be covered by insurance
policies maintained by it against certain liabilities for actions taken in
their capacities as such.

II-2

<PAGE> 155

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following is a statement of estimated expenses, to be paid solely
by LORECOM, in connection with the distribution of the securities being
registered:

<TABLE>
<S> <C>
SEC Registration Fee ........................ $ 5,338

Printing and engraving expenses ............. $ 100,000

Accounting fees and expenses ................ $ 500,000

Legal fees and expenses ..................... $ 400,000

Miscellaneous expenses ...................... $ 100,000
----------

Total .............................. $1,105,338
</TABLE>

* All amounts are estimated.

RECENT SALES OF UNREGISTERED SECURITIES

On September 4, 1998, LORECOM issued 100 shares of common stock, par
value $.01, to David W. Aduddell for aggregate consideration of $1.00 and
certain intangible personal property, including business plans, organizational
documents and economic projections relating to several consolidating company
opportunities. The transaction was exempt from registration under Section 4(2)
of the Securities Act because no public offering was involved.

On September 8, 1998, LORECOM issued 167 shares of common stock, par
value $.01, to Ricky Naylor for aggregate consideration of $500,000, which
consisted of $10.00 in cash and a binding agreement to pay LORECOM $499,990 on
demand. The transaction was exempt from registration under Section 4(2) of the
Securities Act because no public offering was involved.

On the closing date of this offering, LORECOM will issue such number
of shares to shareholders of the interconnect partners equal to $4,187,500
divided by the offering price of LORECOM's common stock pursuant to this
offering. The transactions are exempt from registration under section 4(2) of
the Securities Act and the regulations promulgated thereunder because no public
offering is involved.

II-3

<PAGE> 156

INDEX TO EXHIBITS

EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
1.1 Form of Underwriting Agreement.*
2.1 Agreement and Plan of Merger, dated March 10, 1999, by and among
The Alliance Group, Inc., Alliance Acquisition V Corp., Access
Communications Services, Inc., David Aduddell and Steve
Aduddell.
2.2 Agreement and Plan of Merger, dated March 10, 1999, by and among
The Alliance Group, Inc., Alliance Acquisition VI Corp.,
American Telecom, Inc., Tony B. Alexander and William R.
Pearson.
2.3 Agreement and Plan of Merger, dated March 9, 1999, by and among
The Alliance Group, Inc., Alliance Acquisition VII Corp., Banner
Communications, Inc., Charles O'Toole and Phillip Rodger
Williams.
2.4 Agreement and Plan of Merger dated March 9, 1999, by and among
The Alliance Group, Inc., Alliance Acquisition IX Corp.,
Communication Services, Inc. and Steve Williams.
2.5 Agreement and Plan of Merger dated March 10, 1999, by and among
The Alliance Group, Inc., Alliance Acquisition VII Corp.,
Commercial Telecom Systems, Inc., John Whitten, Mark Whitten and
Jody Slape.
2.6 Amendment to Agreement and Plan of Merger dated March 24, 1999,
by and among The Alliance Group, Inc., Alliance Acquisition XIII
Corp., Commercial Telecom Systems, Inc., John Whitten, Mark
Whitten and Jody Slape.
2.7 Agreement and Plan of Merger dated March 10, 1999, by and among
The Alliance Group, Inc., Alliance Acquisition III Corp., Nobel
Systems, Ken Blood, David Andres and Jim Pearson.
2.8 Agreement and Plan of Merger dated March 10, 1999, by and among
The Alliance Group, Inc., Alliance Acquisition II Corp., Perkins
Office Machines, Inc. and Jack Perkins.
2.9 Agreement and Plan of Merger dated March 10, 1999, by and among
The Alliance Group, Inc., Alliance Acquisition X Corp., Telkey
Communications, Inc., Michael P. Murphy and Deborah S. Murphy.
2.10 Agreement and Plan of Merger dated March 10, 1999, by and among
The Alliance Group, Inc., Alliance Acquisition I Corp., Terra
Telecom, Inc., Jerry McCart, Paula L. McCart, Ron Crainshaw and
Lora M. Crainshaw.
2.11 Agreement and Plan of Merger dated March 12, 1999, by and among
The Alliance Group, Inc., Alliance Acquisition XI Corp., Travis
Business Systems, Inc., Wylie Limited Partnership, Gregory
Mantia and Scott McCrory.
2.12 Asset Purchase Agreement dated March 10, 1999, by and among The
Alliance Group, Inc., Alliance Acquisition IV Corp. and Able
Communications Incorporated.
2.13 Asset Purchase Agreement dated March 10, 1999, by and among The
Alliance Group,Inc., Alliance Acquisition XI Corp., Electrical
and Instrument Sales Corp. d/b/a EIS Communications, and
Electronic Information Systems, L.L.C.
2.14 Asset Purchase Agreement dated March 10, 1999, by and among The
Alliance Group, Inc., Alliance Acquisition XIII Corp. and The
Phone Man Sales and Services, Inc.
2.15 Amendment to Agreement and Plan of Merger dated April 15, 1999,
by and among The Alliance Group, Inc., Alliance Acquisition V
Corp., Access Communications Services, Inc., David Aduddell and
Steve Aduddell.
3.1 Amended and Restated Certificate of Incorporation of the
Registrant.
3.2 Bylaws of the Registrant.
4.1 Form of Certificate representing Common Stock.**
5.1 Opinion of McAfee & Taft A Professional Corporation.*
10.1 Form of Warrant to be issued to John Whitten.**
10.2 Loan Agreement by and between Naylor Concrete and Construction
Company, Inc. and The Alliance Group, Inc. dated
January 5, 1999.**
</TABLE>

II-4

<PAGE> 157

<TABLE>
<S> <C>
10.3 Employment and Non-Competition Agreement by and between LORECOM
and Larry Travis dated June 21, 1999.**
10.4 Employment and Non-Competition Agreement by and between LORECOM
and Joe Evans dated June 21, 1999.**
10.5 Employment and Non-Competition Agreement by and between LORECOM
and Jeff Hartwig dated June 21, 1999.**
10.6 LORECOM Technologies, Inc. Deferred Stock Compensation Plan.**
10.7 LORECOM Technologies, Inc. 1999 Long-Term Incentive Plan.**
21.1 Subsidiaries of the Registrant.
23.1 Consent of Deloitte & Touche LLP.**
23.2 Consent of Hunter, Atkins & Russell, PLC.**
23.3 Consent of Saxon & Knol P.C.**
23.4 Consent of McAfee & Taft A Professional Corporation (contained
in Exhibit 5.1).*
23.5 Consent of Larry Travis.
23.6 Consent of Joe Evans.**
23.7 Consent of Wayne Stone.**
23.8 Consent of John J. Wiesner.**
23.9 Consent of Andrew May.**
23.10 Consent of Wesley E. Cantrell**
23.11 Consent of Houlihan Smith and Company, Inc.**
24.1 Powers of Attorney (included on the signature page of this
Registration Statement).
27.1 Financial Data Schedule.
99.1 Fairness Opinion issued by Houlihan Smith and Company, Inc.*
99.2 Form of LORECOM Technologies, Inc. Nonqualified Stock Option
Agreement.**
99.3 Form of Lock-up Letter to be executed by executive officers,
directors and 5% shareholders of LORECOM Technologies, Inc.**
</TABLE>

- ---------------------
* To be filed by amendment.
** Filed with this amendment.

II-5

<PAGE> 158

UNDERTAKINGS

The small business issuer will provide to the underwriter at the
closing specified in the underwriting agreement, certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred or
paid by a director, officer or controlling person of the small business issuer
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the small business issuer will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

The undersigned small business issuer will:

(1) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the small business issuer under Rule
424(b)(1), or (4) or 497(h) under the Securities Act as part of this
registration statement as of the time the Commission declared it
effective.

(2) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the
initial bona fide offering of those securities.

II-6

<PAGE> 159

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, LORECOM
has duly caused this Amendment No. 2 to its Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Oklahoma City, State of Oklahoma, on June 25, 1999.

LORECOM Technologies, Inc.

By: /s/ WILLIAM J. HARTWIG
----------------------------------------

William J. Hartwig
Vice President of Operations

Each person whose signature appears below on this Registration
Statement hereby constitutes and appoints William J. Hartwig and Joseph O.
Evans with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities (until
revoked in writing) to sign any and all amendments (including post-effective
amendments and amendments thereto) to this registration statement, including
any registration statement filed pursuant to Rule 462 under the Securities Act
of 1933, and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary fully to all intents and
purposes as he might do or could do in person thereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute may lawfully do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons on June 25, 1999,
in the capacities indicated:

<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<S> <C>
/s/ Ricky Naylor Chairman of the Board and Director
- ------------------------
Ricky Naylor

/s/ William J. Hartwig Vice President of Operations (Principal Executive
- ------------------------ Officer)
William J. Hartwig

/s/ Joseph O. Evans Chief Financial Officer (Principal Financial Officer)
- ------------------------
Joseph O. Evans

/s/ Debra G. Morehead Chief Accounting Officer (Principal Accounting
- ------------------------ Officer)
Debra G. Morehead
</TABLE>

II-7
<PAGE> 160
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
1.1 Form of Underwriting Agreement.*
2.1 Agreement and Plan of Merger, dated March 10, 1999, by and among
The Alliance Group, Inc., Alliance Acquisition V Corp., Access
Communications Services, Inc., David Aduddell and Steve
Aduddell.
2.2 Agreement and Plan of Merger, dated March 10, 1999, by and among
The Alliance Group, Inc., Alliance Acquisition VI Corp.,
American Telecom, Inc., Tony B. Alexander and William R.
Pearson.
2.3 Agreement and Plan of Merger, dated March 9, 1999, by and among
The Alliance Group, Inc., Alliance Acquisition VII Corp., Banner
Communications, Inc., Charles O'Toole and Phillip Rodger
Williams.
2.4 Agreement and Plan of Merger dated March 9, 1999, by and among
The Alliance Group, Inc., Alliance Acquisition IX Corp.,
Communication Services, Inc. and Steve Williams.
2.5 Agreement and Plan of Merger dated March 10, 1999, by and among
The Alliance Group, Inc., Alliance Acquisition VII Corp.,
Commercial Telecom Systems, Inc., John Whitten, Mark Whitten and
Jody Slape.
2.6 Amendment to Agreement and Plan of Merger dated March 24, 1999,
by and among The Alliance Group, Inc., Alliance Acquisition XIII
Corp., Commercial Telecom Systems, Inc., John Whitten, Mark
Whitten and Jody Slape.
2.7 Agreement and Plan of Merger dated March 10, 1999, by and among
The Alliance Group, Inc., Alliance Acquisition III Corp., Nobel
Systems, Ken Blood, David Andres and Jim Pearson.
2.8 Agreement and Plan of Merger dated March 10, 1999, by and among
The Alliance Group, Inc., Alliance Acquisition II Corp., Perkins
Office Machines, Inc. and Jack Perkins.
2.9 Agreement and Plan of Merger dated March 10, 1999, by and among
The Alliance Group, Inc., Alliance Acquisition X Corp., Telkey
Communications, Inc., Michael P. Murphy and Deborah S. Murphy.
2.10 Agreement and Plan of Merger dated March 10, 1999, by and among
The Alliance Group, Inc., Alliance Acquisition I Corp., Terra
Telecom, Inc., Jerry McCart, Paula L. McCart, Ron Crainshaw and
Lora M. Crainshaw.
2.11 Agreement and Plan of Merger dated March 12, 1999, by and among
The Alliance Group, Inc., Alliance Acquisition XI Corp., Travis
Business Systems, Inc., Wylie Limited Partnership, Gregory
Mantia and Scott McCrory.
2.12 Asset Purchase Agreement dated March 10, 1999, by and among The
Alliance Group, Inc., Alliance Acquisition IV Corp. and Able
Communications Incorporated.
2.13 Asset Purchase Agreement dated March 10, 1999, by and among The
Alliance Group,Inc., Alliance Acquisition XI Corp., Electrical
and Instrument Sales Corp. d/b/a EIS Communications, and
Electronic Information Systems, L.L.C.
2.14 Asset Purchase Agreement dated March 10, 1999, by and among The
Alliance Group, Inc., Alliance Acquisition XIII Corp. and The
Phone Man Sales and Services, Inc.
2.15 Amendment to Agreement and Plan of Merger dated April 15, 1999,
by and among The Alliance Group, Inc., Alliance Acquisition V
Corp., Access Communications Services, Inc., David Aduddell and
Steve Aduddell.
3.1 Amended and Restated Certificate of Incorporation of the
Registrant.
3.2 Bylaws of the Registrant.
4.1 Form of Certificate representing Common Stock.**
5.1 Opinion of McAfee & Taft A Professional Corporation.*
10.1 Form of Warrant to be issued to John Whitten.**
10.2 Loan Agreement by and between Naylor Concrete and Construction
Company, Inc. and The Alliance Group, Inc., dated
January 5, 1999.**
</TABLE>

<PAGE> 161

- ---------------------
* To be filed by amendment.
** Filed with this amendment.

<PAGE> 1

EXHIBIT 4.1
[LORECOM TECHNOLOGIES LOGO]

- ------------------- -------------------
NUMBER SHARES
LOR
- ------------------- -------------------

COMMON STOCK PAR VALUE $.01
PER SHARE

CUSIP 54405M 10 9
THIS CERTIFICATE IS TRANSFERABLE
IN NEW YORK, NEW YORK AND SEE REVERSE FOR CERTAIN
JERSEY CITY, NEW JERSEY DEFINITIONS AND LEGENDS

INCORPORATED UNDER THE LAWS OF THE STATE OF OKLAHOMA

This Certifies that

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE
$.01 PER SHARE, OF
LORECOM TECHNOLOGIES, INC.

(hereinafter referred to as the "Corporation"), transferable on the books of the
Corporation by the holder hereof in person or by duly authorized attorney upon
surrender of this Certificate properly endorsed. This Certificate and the shares
represented hereby are issued under and shall be held subject to the provisions
of the State of Oklahoma and all of the provisions of the Certificate of
Incorporation and Bylaws of the Corporation and any amendments thereto (copies
of which are on file at the office of the Corporation), to all of which the
holder, by acceptance hereof, assents. This Certificate is not valid until
countersigned and registered by the Transfer Agent and Registrar. Witness the
facsimile seal of the Corporation and the facsimile signatures of its duly
authorized officers.

Dated:

COUNTERSIGNED AND REGISTERED
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
(Jersey City, NJ)
TRANSFER AGENT
AND REGISTRAR
BY

/s/ LARRY E. TRAVIS /s/ JOSEPH O. EVANS

PRESIDENT AND
CHIEF EXECUTIVE OFFICER SECRETARY AUTHORIZED OFFICER

[LORECOM TECHNOLOGIES, INC. CORPORATE OKLAHOMA SEAL]

<PAGE> 2
LORECOM TECHNOLOGIES, INC

The Corporation is authorized to issue more than one class of stock and
more than one series of preferred stock. The Corporation will furnish, upon
request and without charge, a full statement of the designations and the powers,
preferences and rights, and the qualifications, limitations or restrictions of
the shares of each class of stock authorized to be issued by it, and the
variations in the relative rights and preferences between the shares of each
series of any preferred class so far as the same have been fixed and determined,
and the authority of the Board of Directors to fix and determine the relative
rights and preferences of subsequent series of any preferred class. Such request
may be made to the Secretary of the Corporation, or to the Transfer Agent.

The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S> <C> <C>
TEN COM -as tenants in common UNIF GIFT UNIF TRNFR
TEN ENT -as tenants by the entireties MIN ACT-________ Custodian __________ MIN ACT-_________ Custodian _____________
JT TEN -as joint tenants with right (Cust) (Minor) (Cust) (Minor)
of survivorship and not as Under Uniform Gifts to Minors Under Uniform Transfers to Minors
tenants in common Act__________________________ Act______________________________
(State) (State)
</TABLE>

Additional abbreviations may also be used though not in the above list.

For Value received,______________________________hereby sell, assign and
transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________

_______________________________________________________________________________

_______________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
_______________________________________________________________________________

_________________________________________________________________________Shares

of the Common Stock represented by the within Certificate and do hereby
irrevocably constitute and appoint_____________________________________________

_______________________________________________________________________Attorney

to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.

Dated
-------------------
NOTICE:

THE SIGNATURE(S) TO THIS
ASSIGNMENT MUST CORRESPOND
WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE
IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.

X
-----------------------------------
(SIGNATURE)

____________________________________
THE SIGNATURE SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE
17Ad-15.

------------------------------------
SIGNATURE(S) GUARANTEED BY:

------------------------------------

<PAGE> 1
EXHIBIT 10.1

WARRANT AGREEMENT

July _____, 1999

John Whitten
Commercial Telecom Systems, Inc.
3500 Lakeside Drive
Oklahoma City, Oklahoma 73179

Ladies and Gentlemen:

LORECOM Technologies, Inc. (the "Company"), agrees to issue and sell to
you warrants (the "Warrants") to purchase the number of shares of common stock,
$.01 par value per share (the "Common Stock"), of the Company set forth herein,
subject to the terms and conditions contained herein.

1. ISSUANCE OF WARRANTS; EXERCISE PRICE. The Warrants, which shall be
in the form attached hereto as Exhibit A, shall be issued to you concurrently
with the execution hereof in consideration of the payment by you to the Company
of the sum of $0.001 cash per share of Common Stock subject to the Warrants, the
receipt and sufficiency of which are hereby acknowledged. The Warrant shall
provide that you, or such other holder or holders of the Warrants to whom
transfer is authorized in accordance with the terms of this Agreement, shall
have the right to purchase an aggregate of 10,000 shares of Common Stock for an
exercise price equal to [the offering price in the IPO] per share (the "Exercise
Price") or [total exercise price] in the aggregate. The number, character and
Exercise Price of such shares of Common Stock are subject to adjustment as
hereinafter provided, and the term "Common Stock" shall mean, unless the context
otherwise requires, the stock and other securities and property receivable upon
exercise of the Warrants. The term "Exercise Price" shall mean, unless the
context otherwise requires, the price per share of the Common Stock purchasable
under the Warrants as set forth in this Section 1, as adjusted from time to time
pursuant to Section 6.

2. REPRESENTATIONS AND WARRANTIES. The Company represents and warrants
to you and to each subsequent holder of Warrants and agrees that:

(a) This Agreement has been duly authorized, executed and
delivered by the Company and constitutes the valid and binding obligation of the
Company enforceable in accordance with its terms; and neither the issuance of
the Warrants nor the issuance of the shares of Common Stock issuable upon
exercise of the Warrants will result in a breach or violation of any terms or
provisions of, or constitute a default under, any contract, indenture, mortgage,
deed of trust, loan agreement or other agreement or instrument to which the
Company is a party or by which the Company is bound, the Certificate of
Incorporation or Bylaws of the Company, or any law, order, rule, regulation or
decree of any government, governmental instrumentality or court, domestic or

<PAGE> 2

foreign, or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company.

(b) No consent, approval, authorization or order of any court
or governmental agency or body is required for the sale and issuance of the
Warrants or the sale and issuance of the shares of Common Stock issuable upon
exercise of the Warrants, except such as have been obtained or may be required
under the Securities Act of 1933, as amended (the "Act"), and such as may be
required under state securities or blue sky laws in connection with the issuance
of the Warrants and the shares of Common Stock issuable upon exercise of the
Warrants. Upon exercise of the Warrants by the holder thereof, the shares of
Common Stock with respect to which the Warrants are exercised will be validly
issued, fully paid, and non-assessable, and good and marketable title to such
shares of Common Stock shall be delivered to such holder free and clear of all
liens, encumbrances, equities, claims or preemptive or similar rights.

(c) During the term of this Agreement, the Company shall make
timely filings of all periodic and other reports and forms and other materials
required (but only to the extent required) to be filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Act or the Securities
Exchange Act of 1934, as amended, and with any national securities exchange or
quotation system upon which any of the securities of the Company may be listed.

3. NOTICES OF RECORD DATE; ETC. In the event of (i) any taking by the
Company of a record date with respect to the holders of any class of securities
of the Company for purposes of determining which of such holders are entitled to
dividends or other distributions (other than regular quarterly dividends), or
any right to subscribe for, purchase or otherwise acquire shares of stock of any
class or any other securities or property, or to receive any other right, (ii)
any capital reorganization of the Company, or reclassification or
recapitalization of capital stock of the Company or any transfer in one or more
related transactions of all or a majority of the assets or revenue or income
generating capacity of the Company to, or consolidation or merger of the Company
with or into, any other entity or person, or (iii) any voluntary or involuntary
dissolution or winding up of the Company, then and in each such event the
Company will mail or cause to be mailed to each holder of a Warrant at the time
outstanding a notice specifying, as the case may be, (A) the date on which any
such record is to be taken for the purpose of such dividend, distribution or
right, and stating the amount and character of such dividend, distribution or
right; or (B) the date on which any such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, conveyance, dissolution,
liquidation or winding-up is to take place and the time, if any is to be fixed,
as of which the holders of record of Common Stock (or any other class of stock
or securities of the Company, or another issuer pursuant to Section 6,
receivable upon the exercise of the Warrants) shall be entitled to exchange
their shares of Common Stock (or such other stock or securities) for securities
or other property deliverable upon such event. Any such notice shall be
deposited in the United States mail, postage prepaid, at least ten (10) days
prior to the date therein specified, and the holders(s) of the Warrant(s) may
exercise the Warrant(s) and participate in such event as a registered holder of
Common Stock, upon exercise of the Warrant(s) so held, within the ten (10) day
period from the date of mailing of such notice.

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<PAGE> 3

4. NO IMPAIRMENT. The Company shall not, by amendment of its
organizational documents or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities, or any other
action, avoid or seek to avoid the observance or performance of any of the terms
of this Agreement or of the Warrants, but will at all times in good faith take
any and all action as may be necessary in order to protect the rights of the
holders of the Warrants against impairment. Without limiting the generality of
the foregoing, the Company (a) will at all times reserve and keep available,
solely for issuance and delivery upon exercise of the Warrants, shares of Common
Stock issuable from time to time upon exercise of the Warrants, (b) will not
increase the par value of any shares of stock receivable upon exercise of the
Warrants above the amount payable in respect thereof upon such exercise, and (c)
will take all such action as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and non-assessable stock upon
the exercise of the Warrants, or any of them.

5. EXERCISE OF WARRANTS. At any time and from time to time on and after
the first anniversary of the date hereof and expiring on the fifth anniversary
of the effective date of the public offering of the Common Stock at 5:00 p.m.,
Oklahoma City, Oklahoma time, except as otherwise necessary to exercise your
registration rights under Section 7, Warrants may be exercised as to all or any
portion of the whole number of shares of Common Stock covered by the Warrants by
the holder thereof by surrender of the Warrants, accompanied by a subscription
for shares to be purchased in the form attached hereto as Exhibit B and by a
check payable to the order of the Company in the amount required for purchase of
the shares as to which the Warrant is being exercised, delivered to the Company
at its principal office at 12101 N. Meridian, Oklahoma City, Oklahoma 73120,
Attention: President. Warrants may also be exercised from time to time, without
any payment required for the purchase of the shares as to which the Warrant is
being exercised, as to all or any portion of the number of shares of Common
Stock covered by the Warrant(s) by the holder thereof by surrender of the
Warrants, accompanied by a subscription for shares in the form attached as
Exhibit C, pursuant to which the holder thereof will be entitled to receive upon
such surrender of the Warrant(s) (and without any further payment) that number
of shares of Common Stock equal to the product of the number of shares of Common
Stock obtainable upon exercise of the Warrant(s) (or the portion thereof as to
which the exercise relates) multiplied by a fraction: (i) the numerator of which
shall be the difference between the then Current Value (as defined in this
Section 5 and Section 7(d)) of one full share of Common Stock on the date of
exercise and the Exercise Price, and (ii) the denominator of which shall be the
Current Value of one full share of Common Stock on the date of exercise. Upon
the exercise of a Warrant in whole or in part, the Company will within five (5)
days thereafter, at its expense (including the payment by the Company of any
applicable issue or transfer taxes), cause to be issued in the name of and
delivered to the Warrant holder a certificate or certificates for the number of
fully paid and non-assessable shares of Common Stock to which such holder is
entitled upon exercise of the Warrant. In the event such holder is entitled to a
fractional share, in lieu thereof such holder shall be paid a cash amount equal
to such fraction, multiplied by the Current Value of one full shares of Common
Stock on the date of exercise. Certificates for shares of Common Stock issuable
by reason of the exercise of the Warrant or Warrants shall be dated and shall be
effective as of the date of the surrendering of the Warrant for exercise,
notwithstanding any delays in the actual execution, issuance or delivery of the
certificates

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<PAGE> 4

for the shares so purchased. In the event a Warrant or Warrants is exercised as
to less than the aggregate amount of all shares of Common Stock issuable upon
exercise of all Warrants held by such person, the Company shall issue a new
Warrant to the holder of the Warrant so exercised covering the aggregate number
of shares of Common Stock as to which Warrants remain unexercised.

For purposes of this section, Current Value is defined (i) in the case
for which a public market exists for the Common Stock at the time of such
exercise, according to Section 7(d), and (ii) in the case no public market
exists at the time of such exercise, at the Appraised Value. For the purposes of
this Agreement, "Appraised Value" is the value determined in accordance with the
following procedures. For a period of five (5) days after the date of an event
(a "Valuation Event") requiring determination of Current Value at a time when no
public market exists for the Common Stock (the "Negotiation Period"), each party
to this Agreement agrees to negotiate in good faith to reach agreement upon the
Appraised Value of the securities or property at issue, as of the date of the
Valuation Event, which will be the fair market value of such securities or
property, without premium for control or discount for minority interests,
illiquidity or restrictions on transfer. In the event that the parties are
unable to agree upon the Appraised Value of such securities or other property by
the end of the Negotiation Period, then the Appraised Value of such securities
or property will be determined for purposes of this Agreement by a recognized
appraisal or investment banking firm mutually agreeable to the holders of the
Warrants and the Company (the "Appraiser"). If the holders of the Warrants and
the Company cannot agree on an Appraiser within two (2) business days after the
end of the Negotiation Period, the Company, on the one hand, and the holders of
the Warrants, on the other hand, will each select an Appraiser within ten (10)
business days after the end of the Negotiation Period and those two Appraisers
will select ten (10) days after the end of the Negotiation Period an independent
Appraiser to determine the fair market value of such securities or property,
without premium for control or discount for minority interests. Such independent
Appraiser will be directed to determine fair market value of such securities or
property as soon as practicable, but in no event later than thirty (30) days
from the date of its selection. The determination by an Appraiser of the fair
market value will be conclusive and binding on all parties to this Agreement.
Appraised Value of each share of Common Stock at a time when (i) the Company is
not a reporting company under the Exchange Act and (ii) the Common Stock is not
traded in the organized securities markets, will, in all cases, be calculated by
determining the Appraised Value of the entire Company taken as a whole and
dividing that value by the number of shares of Common Stock then outstanding,
without premium for control or discount for minority interests, illiquidity or
restrictions on transfer. The costs of the Appraiser will be borne by the
Company. In no event will the Appraised Value of the Common Stock be less than
the per share consideration received or receivable with respect to the Common
Stock or securities or property of the same class in connection with a pending
transaction involving a sale, merger, recapitalization, reorganization,
consolidation, or share exchange, dissolution of the Company, sale or transfer
of all or a majority of its assets or revenue or income generating capacity, or
similar transaction.

6. PROTECTION AGAINST DILUTION. The Exercise Price for the shares of
Common Stock and number of shares of Common Stock issuable upon exercise of the
Warrants is subject to adjustment from time to time as follows:

-4-
<PAGE> 5

(a) STOCK DIVIDENDS, SUBDIVISIONS, RECLASSIFICATIONS, ETC. In
case at any time or from time to time after the date of execution of this
Agreement, the Company shall (i) take a record of the holders of Common Stock
for the purpose of entitling them to receive a dividend or a distribution on
shares of Common Stock payable in shares of Common Stock or other class of
securities, (ii) subdivide or reclassify its outstanding shares of Common Stock
into a greater number of shares, or (iii) combine or reclassify its outstanding
Common Stock into a smaller number of shares, then, and in each such case, the
Exercise Price in effect at the time of the record date for such dividend or
distribution or the effective date of such subdivision, combination or
reclassification shall be adjusted in such a manner that the Exercise Price for
the shares issuable upon exercise of the Warrants immediately after such event
shall bear the same ratio to the Exercise Price in effect immediately prior to
any such event as the total number of shares of Common Stock outstanding
immediately prior to such event shall bear to the total number of shares of
Common Stock outstanding immediately after such event.

(b) ADJUSTMENT OF NUMBER OF SHARES PURCHASABLE. When any
adjustment is required to be made in the exercise Price under this Section 6,
(i) the number of shares of Common Stock issuable upon exercise of the Warrants
shall be changed (upward to the nearest full share) to the number of shares
determined by dividing (x) an amount equal to the number of shares issuable
pursuant to the exercise of the Warrants immediately prior to the adjustment,
multiplied by the Exercise Price in effect immediately prior to the adjustment,
by (y) the Exercise Price in effect immediately after such adjustment, and (ii)
upon exercise of the Warrant, the holder will be entitled to receive the number
of shares or other securities referred to in Section 6(a) that such holder would
have received had the Warrant been exercised prior to the events referred to in
Section 6(a).

(c) ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.
In case of any reorganization or consolidation of the Company with, or any
merger of the Company with or into, another entity (other than a consolidation
or merger in which the Company is the surviving corporation) or in case of any
sale or transfer to another entity of the majority of assets of the Company, the
entity resulting from such reorganization or consolidation or surviving such
merger or to which such sale or transfer shall be made, as the case may be,
shall make suitable provision (which shall be fair and equitable to the holders
of Warrants) and shall assume the obligations of the Company hereunder (by
written instrument executed and mailed to each holder of the Warrants then
outstanding) pursuant to which, upon exercise of the Warrants, at any time after
the consummation of such reorganization, consolidation, merger or conveyance,
the holder shall be entitled to receive the stock or other securities or
property that such holder would have been entitled to upon consummation if such
holder had exercised the Warrants immediately prior thereto, all subject to
further adjustment as provided in this Section 6.

(d) CERTIFICATE AS TO ADJUSTMENTS. In the event of adjustment
as herein provided in paragraphs of this Section 6, the Company shall promptly
mail to each Warrant holder a certificate setting forth the Exercise Price and
number of shares of Common Stock issuable upon exercise after such adjustment
and setting forth a brief statement of facts requiring such

-5-
<PAGE> 6

adjustment. Such certificate shall also set forth a brief statement of facts
requiring such adjustment. Such certificate shall also set forth the kind and
amount of stock or other securities or property into which the Warrants shall be
exercisable after any adjustment of the Exercise Price as provided in this
Agreement.

(e) MINIMUM ADJUSTMENT. Notwithstanding the foregoing, no
certificate as to adjustment of the Exercise Price hereunder shall be made if
such adjustment results in a change in the Exercise Price then in effect of less
than ten cents ($0.10) and any adjustment of less than ten cents ($0.10) of any
Exercise Price shall be carried forward and shall be made at the time of and
together with any subsequent adjustment that, together with the adjustment or
adjustments so carried forward, amounts to ten cents ($0.10) or more; provided
however, that upon the exercise of a Warrant, the Company shall have made all
necessary adjustments (to the nearest cent) not theretofore made to the Exercise
Price up to and including the date upon which such Warrant is exercised.

7. REGISTRATION RIGHTS.

(a) The holder of the Warrants shall have the same
registration rights, and be subject to the same terms and conditions, as set
forth in Section 19 of that certain Agreement and Plan of Merger dated March 10,
1999 by and among the Alliance Group, Inc., Alliance Acquisition VIII Corp.,
Commercial Telecom Systems, Inc., John Whitten, Mark Whitten and Jody Slape.

(b) Notwithstanding the foregoing provisions of this Section
7, upon receipt of written notice from the holder or holders of the shares
issued and issuable upon exercise of the Warrants requesting that the Company
effect registration of the sale or distribution of Common Stock as provided in
Section 7(a), the Company shall have the option, for a period of ten (10) days
thereafter, to purchase all or any such Warrants and all or any such shares of
Common Stock acquired pursuant to the exercise of the Warrants and held by
holders providing the request for registration under Section 7(a) and held by
any other holder of Warrants or shares issued and will exercise its option if it
so elects as follows:

(i) as to such Warrants, at a price per Warrant equal
to the difference between (A) the average of the means between the closing bid
and asked prices of the Common Stock in the over-the-counter market for 20
consecutive business days commencing 30 business days before the date of receipt
of such notice, (B) if the Common Stock is quoted on the Nasdaq SmallCap Market,
at the average of the means of the daily closing bid and asked prices of the
Common Stock for 20 consecutive business days commencing 30 business days before
the date of such notice, or (C) if the Common Stock is listed on any national
securities exchange or quoted on the Nasdaq National Market System, at the
average of the daily closing prices of the Common Stock for 20 consecutive
business days commencing 30 business days before the date of such notice and the
Exercise Price of the Warrant at the time of receipt of such notice; and

(ii) as to shares of Common Stock previously purchased
pursuant to the exercise of Warrants, at a price per share equal to (A) the
average of the means between the closing

-6-
<PAGE> 7

bid and asked prices of the Common Stock in the over-the-counter market for 20
consecutive business days commencing 30 business days before the date of such
notice, (b) if the Common Stock is quoted on the Nasdaq SmallCap Market, at the
average of the means of the daily closing bid and asked prices of the Common
Stock for 20 consecutive business days commencing 30 business days before the
date of such notice or (C) if the Common Stock is listed on any national
securities exchange or the Nasdaq National Market System, at the average of the
daily closing prices of the Common Stock for 20 consecutive business days
commencing 30 business days before the date of such notice (such value of shares
so determined in this Section 7(d)(ii), as the case may be, is referred to
herein as the "Current Value").

8. INDEMNIFICATION; CONTRIBUTION.

(a) The Company will indemnify and hold harmless each holder
and each affiliate thereof of Common Stock registered pursuant to this Agreement
with the Commission, or under any Blue Sky Law or regulation against any losses,
claims, damages, or liabilities, joint or several, to which such holder may
become subject under the Act or otherwise, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue statement of a material fact
contained in any preliminary prospectus, registration statement, prospectus, or
any amendment or supplement thereto, 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 each such holder and affiliate for any legal or other expenses
reasonably incurred by such holder in connection with investigating or defending
any such action or claim regardless of the negligence of any such holder or
affiliate; provided, however, that the Company shall not be liable in any such
case 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 any preliminary prospectus, registration statement or
prospectus, or any such amendment or supplement thereto, in reliance upon and in
conformity with written information furnished to the Company by any such holder
expressly for use therein.

(b) Each holder of Common Stock registered pursuant to this
Agreement will indemnify and hold harmless the Company against any losses,
claims, damages, or liabilities to which the Company may become subject, under
the Act or otherwise, insofar as such losses, claims, damages, or liabilities
(or actions in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus, registration statement or prospectus, or any amendment
or supplement thereto, 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, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in any preliminary
prospectus, registration statement or prospectus, or any amendment or supplement
thereto, in reliance upon and in conformity with written information furnished
to the Company by such holder expressly for use therein.

-7-
<PAGE> 8

(c) Promptly after receipt by an indemnified party under
Sections 8(a) or (b) above of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under either such subsection, notify the indemnifying party
in writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability that it may otherwise
have to any indemnified party. 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 assume the
defense thereof by notice in writing to the indemnified party. After notice from
the indemnifying party to such indemnified party of its election to assume the
defense thereof, the indemnifying party shall not be liable to such indemnified
party under either of such subsections for any legal expenses of other counsel
or any other expense, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of
investigation incurred prior to the assumption by the indemnifying party, unless
such expenses have been specifically authorized in writing by the indemnifying
party, the indemnifying party has failed to assume the defense and employ
counsel, or the named parties to any such action include both the indemnified
party and the indemnifying party, as appropriate, and such indemnified party has
been advised by counsel that the representation of such indemnified party and
the indemnifying party by the same counsel would be inappropriate due to actual
or potential differing interests between them, in each of which cases the fees
of counsel for the indemnified party will be paid by the indemnifying party.

(d) If the indemnification provided for in this Section 8 is
unavailable or insufficient to hold harmless an indemnified party under Section
8(a) or 8(b) in respect of any losses, claims, damages, or liabilities (or
action in respect thereof) referred to therein, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, or liabilities (or actions in respect
thereof) in such proportion as is appropriate to reflect the relative benefits
received by the Company and the holder or holders from this Agreement and from
the offering of the shares of Common Stock. If, however, the allocation provided
by the immediately preceding sentence is not permitted by applicable law, then
each indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company and the holders in
connection with the statement or omissions that resulted in such losses, claims,
damages, or liabilities (or actions in respect thereof), as well as any other
relevant equitable considerations. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or the holder and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company and the holders agree that it
would not be just and equitable if contribution pursuant to this Section 8(d)
were determined by pro rata allocation (even if the holders were treated as one
entity for such purpose) or by any other method of allocation that does not take
into account the equitable considerations referred to above in this subsection
(e). Except as provided in Section 8(c), the amount paid or payable by an
indemnified party as a result of the losses, claims, damages, or liabilities (or
actions in respect thereof) referred to above in this Section 8(d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with

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<PAGE> 9

investigation or defending any such action or claim. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. Notwithstanding any provision in this Section 8(d)
to the contrary, no holder shall be liable for any amount, in the aggregate, in
excess of the net proceeds to such holder from the sale of such holder's shares
(obtained upon exercise of Warrants) giving rise to such losses, claims,
damages, or liabilities.

(e) The obligations of the Company under this Section 8 shall
be in addition to any liability that the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who controls
any holder of Warrants within the meaning of the Act. The obligations of the
holders of Common Stock under this Section 8 shall be in addition to any
liability that such holders may otherwise have and shall extend, upon the same
terms and conditions to each person, if any, who controls the Company within the
meaning of the Act.

9. STOCK EXCHANGE LISTING. In the event the Company lists its Common
Stock on any national securities exchange, the Company will, at its expense,
also list on such exchange, upon exercise of a Warrant, all shares of Common
Stock issuable pursuant to such Warrant.

10. SPECIFIC PERFORMANCE. The Company stipulates that remedies at law,
in money damages, available to the holder of a Warrant, or of a holder of Common
Stock issued pursuant to exercise of a Warrant, in the event of any default or
threatened default by the Company in the performance of or compliance with any
of the terms of this Agreement are not and will not be adequate. Therefore, the
Company agrees that the terms of this Agreement may be specifically enforced by
a decree for the specific performance of any agreement contained herein or by an
injunction against a violation of any of the terms hereof or otherwise.

11. SUCCESSORS AND ASSIGNS; BINDING EFFECT. This Agreement shall be
binding upon and inure to the benefit of you and the Company and their
respective successors and permitted assigns.

12. NOTICES. Any notice hereunder shall be given by registered or
certified mail, if to the Company, at its principal office referred to in
Section 5 and, if to the holders, to their respective addresses shown in the
Warrant ledger of the Company, provided that any holder may at any time on three
(3) days' written notice to the Company designate or substitute another address
where notice is to be given. Notice shall be deemed given and received after a
certified or registered letter, properly addressed with postage prepaid, is
deposited in the U.S. mail.

13. SEVERABILITY. Every provision of this Agreement is intended to be
severable. If any term or provision hereof is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the remainder of this
Agreement.

14. ASSIGNMENT; REPLACEMENT OF WARRANTS. If the Warrant or Warrants are
assigned, in whole or in part, the Warrants shall be surrendered at the
principal office of the

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<PAGE> 10

Company, and thereupon, in the case of a partial assignment, a new Warrant shall
be issued to the holder thereof covering the number of shares not assigned, and
the assignee shall be entitled to receive a new Warrant covering the number of
shares so assigned. Upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction, or mutilation of any Warrant and
appropriate bond or indemnification protection, the Company shall issue a new
Warrant of like tenor. Except as contemplated by Section 7 of this Agreement,
the Warrants will not be transferred, sold, or otherwise hypothecated by you or
any other person and the Warrants will be nontransferable, except to (i) one or
more persons, each of which on the date of transfer is an officer, or partner of
you; (ii) a partnership or partnerships, the partners of which are you and one
or more persons, each of whom on the date of transfer is an officer to you;
(iii) a successor to you in merger or consolidation; (iv) a purchaser of all or
substantially all of your assets; or (v) a person that receives a Warrant upon
death of a holder pursuant to will, trust, or the laws of intestate succession.

15. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Oklahoma without giving effect to the
principles of choice of laws thereof.

16. DEFINITION. All references to the word "you" in this Agreement
shall be deemed to apply with equal effect to any persons or entities to whom
Warrants have been transferred in accordance with the terms hereof, and, where
appropriate, to any persons or entities holding shares of Common Stock issuable
upon exercise of Warrants.

17. HEADINGS. The headings herein are for purposes of reference only
and shall not limit or otherwise affect the meaning of any of the provisions
hereof.

Very truly yours,

LORECOM Technologies, Inc.

By:
-------------------------------
[issuer president], President

Accepted as of July __, 1999.

- ----------------------------
John Whitten

-10-
<PAGE> 11
WARRANT CERTIFICATE

THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE
EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT
RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF
SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO THE ISSUER, THAT AN EXEMPTION
FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.

No. W-2 10,000 Warrants

LORECOM TECHNOLOGIES, INC.
COMMON STOCK PURCHASE WARRANT

THIS IS TO CERTIFY that John Whitten or his assigns as permitted in
that certain Warrant Agreement (the "Warrant Agreement") dated July _____, 1999,
by and among the Company (as hereinafter defined) and John Whitten, is entitled
to purchase at any time or from time to time on or after one year from Warrant
Agreement date until 5:00 p.m., Oklahoma City, Oklahoma time on five years less
one day from Warrant Agreement date (unless otherwise specified in the Warrant
Agreement), an aggregate of ten thousand (10,000) shares of Common Stock, par
value $0.01 per share, of LORECOM Technologies, Inc., an Oklahoma corporation
(the "Company"), for an exercise price per share as set forth in the Warrant
Agreement referred to herein. This Warrant is issued pursuant to the Warrant
Agreement, and all rights of the holder of this Warrant are further governed by,
and subject to the terms and provisions of such Warrant Agreement, copies of
which are available upon request to the Company. The holder of this Warrant and
the shares issuable upon the exercise hereof shall be entitled to the benefits,
rights and privileges and subject to the obligations, duties and liabilities
provided in the Warrant Agreement.

The issuance of this Warrant and the shares issuable upon the due and
timely exercise hereof have not been registered under the Securities Act of
1933, as amended (the "Act"), or any similar state securities law or act, and,
as such, no public offering of either this Warrant or any of the shares of
Common Stock issuable upon exercise of this Warrant may be made other than under
an exemption under the Act or until the effectiveness of a registration
statement under such Act covering such offering. Transfer of this Warrant is
restricted as provided in Section 14 of the Warrant Agreement.

Subject to the provisions of the Act, of the Warrant Agreement and of
this Warrant, this Warrant and all rights hereunder are transferrable, in whole
or in part, only to the extent expressly permitted in such documents and then
only at the office of the Company at 12101 N. Meridian, Oklahoma City, Oklahoma
73120, Attention: President, by the holder hereof or by a duly authorized
attorney-in-fact, upon surrender of this Warrant duly endorsed, together with
the Assignment hereof duly endorsed. Until transfer hereof on the books of the
Company, the Company may treat the registered holder as the owner hereof for all
purposes.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
and its corporate seal to be hereunto affixed by its proper corporate officers
thereunto duly authorized.

LORECOM Technologies, Inc.

By:
-------------------------------
[president], President

<PAGE> 1
EXHIBIT 10.2

LOAN AGREEMENT

BY AND BETWEEN

NAYLOR CONCRETE AND CONSTRUCTION COMPANY, INC.

AND

THE ALLIANCE GROUP, INC.

JANUARY 5, 1999

<PAGE> 2

LOAN AGREEMENT

THIS AGREEMENT is entered into effective January 5, 1999, by and among
Naylor Concrete and Construction Company, Inc. ("Lender") and The Alliance
Group, Inc. ("Borrower").

For good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties agree as follows:

1. Loan.

1.1 Credit. Subject to the terms and conditions of this
Agreement, Lender hereby agrees to lend from time-to-time in one or more
advances to Borrower, and Borrower will borrow from time-to-time in one or more
advances from Lender, funds necessary for working capital and for the payment of
expenses incurred to consummate certain acquisitions by Borrower and Borrower's
initial public offering (the "Loan") on the terms described herein.

1.2 Payment Terms. Interest will accrue on the outstanding
principal balance of the Loan at the rate of 10% per annum. All outstanding
principal and interest on the Loan will be paid at the earlier to occur of (i)
thirty (30) business days following the closing of Borrower's initial public
offering, or (ii) December 31, 1999. The payment of principal and interest shall
be applied first to the payment of interest at the foregoing rate on the unpaid
principal and the balance, if any, shall be applied to the principal sum.

1.3 Default Interest. Any sum not paid on or before its due
date will bear interest at the rate of twelve percent (12%) per annum, and such
interest which has accrued will be paid at the time of and as a condition
precedent to the curing of any default hereunder. During the existence of any
such default, Lender may apply payments received on any amount due hereunder or
under the terms of any instrument now or hereafter evidencing or securing said
indebtedness as said holder may determine.

1.4 Other Terms.

(a) Borrower agrees that if, and as often as, Lender
hires an attorney to collect balances due under the Loan or to defend or enforce
any of the Lender's rights hereunder, Borrower will pay to Lender its reasonable
attorney's fees and all court costs and other expenses incurred in connection
therewith, whether or not an action shall be instituted to enforce this
Agreement.

(b) This Loan is given for business purposes and not
for personal, residential or agricultural purposes.

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Loan Agreement Page 1

<PAGE> 3

(c) For purposes of computing interest on the Loan,
payments of all or any portion of the principal sum owing under the Loan will
not be deemed to have been made until such principal payments are received by
Lender in collected funds.

(d) Borrower shall have the right, at any time and
from time to time, to prepay in full or in part the unpaid principal of the
Loan, without premium or penalty, but with interest to the date of prepayment on
the amount prepaid.

(e) The makers, endorsers, sureties, guarantors and
all persons who may become liable for all or any part of this obligation
severally waive presentment for payment, protest and notice of nonpayment. Said
parties consent to any extension of time (whether one or more) of payment
hereof, release of all or any part of the security for the payment hereof and
the release of any party liable for payment of this obligation. Any such
extension of time or release may be made at any time and from time to time
without notice of any such party and without discharging said party's liability
hereunder.

2. Events of Default and Their Effect.

2.1 Events of Default. Each of the following shall constitute
an Event of Default under this Agreement:

(a) Non-Payment. Default in the payment when due of
any principal of, or interest on, the Loan.

(b) Bankruptcy, Insolvency, Etc. Borrower becomes
insolvent or generally fails to pay, or admits in writing his inability to pay,
debts as they become due; or Borrower applies for, consents to, or acquiesces in
the appointment of a trustee, receiver, or other custodian for Borrower or any
property of Borrower, or makes a general assignment for the benefit of
creditors; or, in the absence of such application, consent, or acquiescence, a
trustee, receiver, or other custodian is appointed for Borrower or for a
substantial part of the property of Borrower and is not discharged within 30
days; or any bankruptcy, reorganization, debt arrangement, or other case or
proceeding under any bankruptcy or insolvency law or any dissolution or
liquidation proceeding is commenced in respect of Borrower, and if such case or
proceeding is not commenced by Borrower, it is consented to or acquiesced in by
Borrower, or remains for 30 days undismissed; or Borrower takes any action to
authorize, or in furtherance of, any of the foregoing.

2.2 Effect of Event of Default. If any Event of Default
described in Section 2.1 occurs, Lender may declare the Loan to be immediately
due and payable in full, and in such event, the outstanding principal and
interest due under the Loan shall become immediately due and payable, without
notice of any kind. In addition to any rights now or hereafter available
hereunder or under

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Loan Agreement Page 2

<PAGE> 4

law, Lender may set off and apply any deposits, rebates, or other amounts held
by Lender for Borrower. The effect of an Event of Default may be waived by
Lender, but only by a written document signed by Lender.

3. General.

3.1 Waiver; Amendments. No delay on the part of Lender in the
exercise of any right, power, or remedy shall operate as a waiver thereof, nor
shall any single or partial exercise by Lender of any right, power or remedy
preclude other or further exercise thereof or the exercise of any other right,
power or remedy. No amendment or modification of this Agreement shall be
effective unless it is in writing and signed by Lender and Borrower. No waiver,
or consent of Lender with respect to any waiver, of any provision hereof shall
in any event be effective unless it is in writing and signed and delivered by
Lender, and then any such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

3.2 Captions. Paragraph captions used in this Agreement are
for convenient reference only, and shall not affect the interpretation of this
Agreement.

3.3 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the internal laws of the State of Oklahoma. All
obligations of Borrower and rights of Lender expressed herein shall be in
addition to, and not in limitation of, those provided by applicable law.

3.4 Binding Effect. This Agreement shall be binding upon, and
shall inure to the benefit of, Lender and Borrower and their respective legal
representatives, successors, and assigns. Borrower may not assign its rights
under this Agreement.

3.5 No Third Party Beneficiaries. Nothing in this Agreement is
intended to confer any rights upon any person, other than Lender and Borrower.

3.6 Severability. If any provision in or obligation of any of
this Agreement shall be invalid, illegal, or unenforceable in any jurisdiction,
the validity, legality, and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

3.7 Counterparts. This Agreement and any amendments, waivers,
consents, or supplements may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same agreement. This
Agreement shall become effective upon the execution and delivery of a
counterpart by each of the parties.

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Loan Agreement Page 3

<PAGE> 5

3.8 Time of the Essence. Time shall be of the essence with
respect to the performance by the parties of their obligations under this
Agreement.

3.9 Entire Agreement. This Agreement constitutes the entire
understanding and agreement of the parties relative to the subject matter
hereof and supersedes all previous oral or written understandings and agreements
concerning the Loan.

3.10 Delay in Performance. Borrower shall not be deemed to be
in default in the time of performance of its obligation under this Agreement
where Borrower's delay is solely the result of the wrongful act or omission of
Lender. The foregoing shall not apply to any obligation of Borrower for the
payment of money.

3.11 Arbitration. All disputes between Lender and Borrower
shall be resolved by arbitration as provided in this section. This agreement to
arbitrate shall survive the rescission or termination of this Agreement. All
arbitration shall be conducted pursuant to the Commercial Arbitration Rules of
the American Arbitration Association except as herein may be provided. The
decision of the arbitrators shall be final and binding on all parties. All
arbitration shall be conducted in Oklahoma City, Oklahoma, and shall be
undertaken pursuant to the Federal Arbitration Act, where applicable, and the
decision of the arbitrators shall be enforceable in any court of competent
jurisdiction.

In any dispute where a party seeks $50,000 or more in damages, three
arbitrators shall be employed. All costs attendant to the arbitration, excluding
attorney's and expert's fees, shall be borne equally by the parties. Each party
shall bear its own attorney's and expert's fees. The arbitrators shall not award
punitive, consequential, or indirect damages. Each party hereby waives the right
to such damages and agrees to receive only those actual damages directly
resulting from the claim asserted. In resolving all disputes between the
parties, the arbitrators shall apply the law of the State of Oklahoma, except as
may be modified by this Agreement. The arbitrators are by this Agreement
directed to conduct the arbitration hearing no later than three months from the
service of the statement of claim and demand for arbitration unless good cause
is shown establishing that the hearing cannot fairly and practically be so
convened.

Except as needed for presentation in lieu of a live appearance,
depositions shall not be taken. Parties shall be entitled to conduct document
discovery by requesting production of documents. Responses or objections shall
be served twenty days after receipt of a request. The arbitrators shall resolve
any discovery disputes by such prehearing conferences as may be needed. All
parties agree that the arbitrators and any counsel of record to the proceeding
shall have the power of subpoena process as provided by law.

The parties are in a debtor/creditor relationship. The parties
recognize that this kind of relationships could give rise to the need by one or
more of the parties for emergency judicial relief. The parties agree that either
shall be entitled to pursue emergency or preliminary injunctive relief in any
court of competent jurisdiction, and each party agrees that it shall consent to
the stay of such

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Loan Agreement Page 4

<PAGE> 6

judicial proceedings on the merits of both this Agreement and any related
transactions pending arbitration of all underlying claims between the parties
immediately following the issuance of any such emergency or injunctive relief.

DATED as of the day and year first written above.

LENDER: NAYLOR CONCRETE AND CONSTRUCTION
COMPANY, INC.

By:
-----------------------------------
Ricky Naylor, President

BORROWER: THE ALLIANCE GROUP, INC.

By:
-----------------------------------

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Loan Agreement Page 5

<PAGE> 1
EXHIBIT 10.3

EMPLOYMENT AND NON-COMPETITION AGREEMENT

THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT (the "Agreement") is made as
of this 21st day of June, 1999, by and between LORECOM Technologies, Inc., an
Oklahoma corporation ("LORECOM") and Larry Travis ("Executive").

RECITALS:

WHEREAS, LORECOM's Board of Directors has determined that it is appropriate
to reinforce and encourage the continued attention and dedication of certain
members of LORECOM's management, including the Executive, to their assigned
duties without distractions; and

WHEREAS, this Agreement sets forth certain compensation and other benefits
to be provided to Executive in accordance with the terms hereof.

NOW, THEREFORE, in consideration of the foregoing and the agreements,
covenants and conditions set forth herein, the Executive and LORECOM hereby
agree as follows:

I. EMPLOYMENT

A. Employment.

1. LORECOM hereby employs, engages and hires Executive, and
Executive hereby accepts employment, upon the terms and
conditions set forth in this Agreement. The Executive shall serve
as President and Chief Executive Officer ("CEO"). The Executive
shall have and fully perform such duties and responsibilities
that are commensurate with his position as may be, from time to
time, assigned to him by the Board of Directors of LORECOM.

2. In addition, the Executive shall provide advice, consultation and
services to any other entities majority owned or majority
controlled by LORECOM now or in the future (together
"Affiliates") as may reasonably be requested by the Board of
Directors of LORECOM.

B. Activities and Duties During Employment. Executive represents and
warrants to LORECOM that he is free to accept employment with LORECOM,
and that he has no prior or other commitments or obligations of any
kind to anyone else which would hinder or interfere with his
acceptance of his obligations under this Agreement, or the exercise of
his best efforts as an officer and employee of LORECOM, except as set
forth herein. During the Employment Term (as defined below), Executive
agrees:

1. To faithfully serve and further the interests of LORECOM in every
lawful way, giving honest, diligent, loyal and cooperative
service to LORECOM;

<PAGE> 2

2. To comply with all reasonable rules and policies which are
consistent with the terms of this Agreement and which, from time
to time, may be adopted by LORECOM and which are applicable to
all other executive officers of LORECOM; and

3. To devote all necessary business time, attention and efforts to
the faithful and diligent performance of his services to LORECOM
and its Affiliates, excluding periods of vacation and sick leave;
provided that LORECOM acknowledges that the Executive may have a
continuing operational involvement in Digital Transcription
Systems, Inc. so long as such operational involvement does not
materially interfere with the performance of Executive's duties
under this Agreement and does not violate the noncompetition
provisions of Section IV of this Agreement; provided further, it
is understood that Executive's obligations to LORECOM shall have
priority. Notwithstanding the foregoing, Executive may: (i) serve
on the board of directors of other entities or serve in any
capacity with any civic, educational, professional or charitable
organization provided that such service does not materially
interfere or conflict with his duties hereunder; and (ii) make
and manage personal investments of his choice.

C. Relocation. Executive's office and principal place of employment and
the principal office for LORECOM shall be located in Oklahoma City,
Oklahoma or such other location mutually agreed to by Executive and
LORECOM. LORECOM shall not require Executive to relocate his residence
or principal place of employment and business office without his prior
approval. To the extent reasonably requested by the Board of Directors
of LORECOM, Executive shall travel to the offices of LORECOM or its
Affiliates or attend meetings, conferences, exhibitions, trade shows,
seminars and other similar business related activities so long as he
is given reasonable notice of such travel and is reimbursed for the
cost of such travel.

II. TERM

A. Term. The term of employment under this Agreement shall be three (3)
years, commencing on the date of the Agreement (such term of
employment, as it may be extended or terminated, is herein referred to
as the "Employment Term"), which Employment Term shall automatically
renew for additional one (1) year periods unless terminated by
Executive or LORECOM by written notice not less than six (6) months
prior to expiration of the then-current term.

B. Termination During the Employment Term. Executive's employment
hereunder may terminate for any of the following reasons:

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<PAGE> 3

1. Death. This Agreement shall terminate upon Executive's death. If
termination occurs pursuant to this provision, Executive's estate
shall be compensated under Section II.D.2 hereof.

2. Cause. Termination by LORECOM of Executive's employment for
"Cause" shall mean termination based upon Executive's (i)
committing fraud, theft, misappropriation, embezzlement, larceny
or other felony, willful misconduct, gross malfeasance or breach
of trust by the Executive resulting or intended to result
directly or indirectly in gain or personal enrichment to the
Executive at the expense of LORECOM, (ii) committing any other
crime involving moral turpitude which materially impairs
Executive's ability to perform his duties or the business
reputation of LORECOM, or (iii) continued and deliberate failure
by the Executive to substantially perform the Executive's
employment duties with LORECOM. However, anything in the
preceding sentence to the contrary notwithstanding, "Cause" shall
not include the following: (i) any act or omission that was the
result solely of poor business judgment or simple negligence;
(ii) any act or omission believed by the Executive in good faith
to have been in or not opposed to the interests of LORECOM; (iii)
any act or omission in respect of which the Executive met the
applicable standard of conduct for indemnification against
liabilities and expenses under LORECOM's Certificate of
Incorporation; or (iv) any act or omission which occurred more
than 12 months prior to LORECOM's giving to the Executive Notice
of Termination (as hereinafter defined), unless the commission of
such act or omission was not at the time of commission or
omission known to a majority of the members of the Board of
Directors of LORECOM, in which case more than 12 months from the
date the commission or omission was known by a majority of the
members of the Board of Directors. If termination occurs pursuant
to this provision, Executive shall be compensated under Section
II.D.3 hereof.

3. Voluntary Termination. Executive may voluntarily terminate
employment at any time during the Employment Term (a "Voluntary
Termination"). If termination occurs pursuant to this provision,
Executive shall be compensated under Section II.D.3 hereof.

4. Termination by LORECOM. LORECOM may terminate Executive's
employment for any reason during the Employment Term hereof,
including, but not limited to, closing or selling LORECOM,
provided, however, that upon such termination, Executive will be
compensated as provided in Section II.D.1 hereof.

5. Good Reason. By the Executive upon ten (10) business days notice
to LORECOM for Good Reason, which notice shall state the reason
for

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<PAGE> 4

termination. For the purpose of this Agreement, "Good Reason"
shall mean, other than for Cause: (i) a demotion or reduction in
the Executive's duties, responsibilities or authority as CEO of
LORECOM without his written consent or the assignment to the
Executive of duties and responsibilities inconsistent with his
position as CEO of LORECOM without his written consent or which
diminishes his authority without his written consent (together,
the "Demotion Actions"), and the Demotion Actions are not cured
within thirty (30) days after written notice of the Demotion
Actions from the Executive; (ii) the relocation of the
Executive's principal place of employment, or the principal
offices of LORECOM outside of the Oklahoma City Metropolitan Area
without Executive's consent, or (iii) any material failure by
LORECOM to comply with the provisions of this Agreement,
including but not limited to, failure to timely pay any part of
Executive's compensation (including salary or bonus) or provide
the benefits contemplated herein, and which is not remedied by
LORECOM within ten (10) business days after receipt by LORECOM of
written notice thereof from Executive. If termination occurs
pursuant to this provision, the Executive shall be compensated
under Section II.D.1 hereof.

6. Change of Control. By the Executive upon a Change of Control. For
the purpose of this Agreement, "Change of Control" shall mean the
occurrence of any of the following:

(a) the Company consummates a merger or consolidation which
results in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting
securities of the surviving entity) less then fifty percent (50%)
of the total voting power represented by the voting securities of
the Company or such surviving entity outstanding immediately
after such merger or consolidation; or

(b) a plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company of (in one transaction
or a series of transactions) all or substantially all of the
Company's assets is consummated.

7. Notice of Termination. Any termination of Executive's employment
shall be communicated by written Notice of Termination to the
other party hereto in accordance with this Section II.B.7. For
purposes of this Agreement, a "Notice of Termination" shall mean
a written notice which shall indicate the specific termination
provision in this Agreement relied upon and which shall specify a
date as Executive's last day of employment (the "Termination
Date").

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<PAGE> 5

C. Cessation of Rights and Obligations: Survival of Certain Provisions.
On the date of expiration or earlier termination of the Employment
Term for any reason, all of the respective rights, duties, obligations
and covenants of the parties, as set forth herein, shall, except as
specifically provided herein to the contrary, cease and become of no
further force or effect as of the date of said termination, and shall
only survive as expressly provided for herein.

D. Cessation of Compensation. In lieu of any severance under any
severance plan that LORECOM may then have in effect, and subject to
any amounts owed by the Executive to LORECOM under any contract or
agreement entered into after the date hereof, LORECOM shall pay to the
Executive, and the Executive shall be entitled to receive, the
following amounts within thirty (30) days of the date of a termination
of his employment:

1. Upon the termination of the Executive's employment under the
provisions of Sections II.B.4, II.B.5 and II.B.6, the Executive
shall be entitled to receive his base salary for the remaining
term of this Agreement under Section II.A or two (2) years,
whichever period shall be greater (the "Continued Compensation
Period") plus, for each year in the Continued Compensation
Period, a bonus equal to the highest annual bonus paid to the
Executive for any preceding calendar year, prorated for any
partial years, plus prorated vacation pay for the Continued
Compensation Period and expense reimbursement through the
Termination Date. In addition, if permitted under LORECOM's group
health, life and disability insurance coverage, Executive shall
be entitled to continuation of Executive's coverage thereunder
(subject to such changes in coverage as shall apply to LORECOM's
employees generally) for the one (1) year period after the
Termination Date at the cost of LORECOM or if not so permitted,
payment by LORECOM of the premiums for group health insurance
coverage otherwise payable by Executive under the Consolidated
Omnibus Budget Reconciliation Act of 1985 ("COBRA"). It shall be
a condition to Executive's right to receive the payments
described above that Executive shall be in compliance with all of
Executive's obligations which survive termination hereof,
including without limitation those arising under Article IV
hereof, and Executive is not otherwise receiving health insurance
from another employer. In addition, upon the Executive's
termination, LORECOM shall assign to the Executive the life
insurance policy described in Section III.F, except that, in the
event that the life insurance policy is part of a group-term life
insurance plan, LORECOM shall convert the Executive's coverage
thereunder into an individual life insurance policy. The
Executive agrees that following the assignment of a life
insurance policy under this Section, the premiums under any such
insurance policy shall be paid by the Executive. Thereafter,
LORECOM and its Affiliates shall have no further obligations to
Executive,

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<PAGE> 6

except as expressly provided otherwise pursuant to the terms of
any pension and welfare benefit plans Executive is a participant
in.

2. If Executive's employment is terminated during the Employment
Term by reason of death, LORECOM shall pay to Executive's estate
Executive's base salary for the Continued Compensation Period,
and any bonus for the bonus period in which the Termination Date
occurs allocable to the period prior to the Termination Date.
Thereafter, LORECOM and its Affiliates shall have no further
obligations to Executive, except as expressly provided otherwise
pursuant to the terms of any pension and welfare benefit plans
Executive is a participant in.

3. If Executive's employment is terminated by LORECOM for Cause or
as a result of a Voluntary Termination, LORECOM shall pay
Executive his base salary for a period of one year after the
Termination Date in the Notice of Termination. In addition, if
permitted under LORECOM's group health, life and disability
insurance coverage, Executive shall be entitled to continuation
of Executive's coverage thereunder (subject to such changes in
coverage as shall apply to LORECOM's employees generally) for the
one (1) year period after the Termination Date at the cost of
LORECOM or if not so permitted, payment by LORECOM of the
premiums for group health insurance coverage otherwise payable by
Executive under COBRA. Thereafter, LORECOM and its Affiliates
shall have no further obligations to pay compensation under this
Agreement.

E. No Offset/No Mitigation of Damages. Notwithstanding anything herein to
the contrary, Executive shall have no obligation to mitigate or seek
other employment with respect to the payments and benefits under this
Agreement. LORECOM shall be obligated to make the payments pursuant to
this Section regardless of any other employment.

III. COMPENSATION AND BENEFITS

A. Compensation.

1. During the Employment Term, LORECOM shall pay Executive such
salary and benefits as shall be agreed upon each year between
Executive and LORECOM. For the first year of the Employment Term,
LORECOM shall pay Executive a base salary of One Hundred Fifty
Thousand Dollars ($150,000.00) per year. LORECOM shall review
Executive's salary at least annually, and as a result of such
review, can not reduce the Executive's base salary without his
consent.

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<PAGE> 7

2. LORECOM will, in addition to Executive's base salary, pay
Executive bonuses with respect to each calendar year in the
Employment Term up to the amount and based upon the formula set
forth in Exhibit A attached hereto. The bonus payable hereunder
shall be paid within seventy-five (75) days of the end of the
applicable calendar year, unless LORECOM elects to pay such
amounts at an earlier time.

B. Payment. All compensation shall be payable in intervals in accordance
with the general payroll payment practice of LORECOM, but not less
frequently than monthly. The compensation shall be subject to such
withholdings and deductions by LORECOM as are required by law.

C. Business Expenses.

1. Reimbursement. LORECOM shall reimburse the Executive for all
reasonable, ordinary, and necessary business expenses incurred by
him in connection with the performance of his duties hereunder,
including, but not limited to, ordinary and necessary travel
expenses, entertainment expenses and expenses necessary to
maintain his professional certifications. The reimbursement of
business expenses will be governed by the policies for LORECOM,
and the terms otherwise set forth herein. In addition, LORECOM
shall reimburse the Executive for reasonable country club dues
and automobile expenses not to exceed $500 for one automobile.

2. Accounting. The Executive shall provide LORECOM with an
accounting of his expenses, which accounting shall clearly
reflect which expenses were incurred for proper business purposes
in accordance with the policies adopted by LORECOM, and as such
are reimbursable by LORECOM. The Executive shall provide LORECOM
with such other supporting documentation and other substantiation
of reimbursable expenses as will conform to Internal Revenue
Service or other requirements. All such reimbursements shall be
payable by LORECOM to the Executive within a reasonable time, but
not more than 30 days, after receipt by LORECOM of appropriate
documentation therefor.

D. Other Benefits. Except as otherwise provided herein, Executive shall
be entitled to participate in any retirement, pension, profit-sharing,
stock option, health plan, dental, vacation and welfare or any other
benefit plan or plans of LORECOM which may now or hereafter be in
effect for which all employees of LORECOM performing comparable duties
are eligible, subject to the terms of such plans. In determining the
rights of the Executive under any such plan or program, Executive
shall for all purposes be deemed to be fully vested, or if vesting is
not permitted by law or

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<PAGE> 8

regulation, LORECOM shall pay or otherwise provide to Executive the
benefits he would have received if fully vested.

E. Vacation. Executive shall be entitled to up to four (4) weeks of
non-accruing paid vacation in each calendar year during the Employment
Term, provided however, that the Executive's 1999 calendar year
vacation shall be prorated for the portion of the calendar year
remaining after the date hereof.

F. Life Insurance. LORECOM shall provide to Executive, at no cost to
Executive (other than taxes on the premiums paid by LORECOM), term
life insurance on the life of Executive for the benefit of Executive's
designated beneficiaries in the amount of One Million Dollars
($1,000,000); provided however, if the amount of the annual premium on
such policy exceeds Two Thousand Dollars ($2,000), the Executive shall
reimburse LORECOM for such excess.

G. Disability. LORECOM shall provide to Executive, at no cost to
Executive, a separate or group long-term disability policy that
provides an annual benefit in the amount provided to any other
executive officer of LORECOM.

IV. CONFIDENTIALITY AND NON-COMPETE AGREEMENT

A. Non-Disclosure of Confidential Information. Executive hereby
acknowledges and agrees that the duties and services to be performed
by Executive under this Agreement are special and unique and that
Executive has and will acquire, develop and use information of a
special and unique nature and value that is not generally known to the
public or to LORECOM's industry including, but not limited to, certain
records, secrets, documentation, software programs, price lists,
ledgers and general information, employee records, mailing lists
customer lists, customer profiles, prospective customer lists,
accounts receivable and payable ledgers, financial and other records
of LORECOM or its Affiliates, information regarding their customers or
principals, and other similar matters (all such information being
hereinafter referred to as "Confidential Information"). Executive
further acknowledges and agrees that the Confidential Information is
of great value to LORECOM and its Affiliates and that the restrictions
and agreements contained in this Agreement are reasonably necessary to
protect the Confidential Information and the goodwill of LORECOM.
Accordingly, Executive hereby agrees that:

1. Executive will not, during the Employment Term or at any time
thereafter, directly or indirectly, except in connection with
Executive's performance of his duties under this Agreement, or as
otherwise authorized by LORECOM for its benefit or the benefit of
its Affiliates, divulge to any person, firm, corporation, limited
liability company or organization, other than LORECOM or its
Affiliates (hereinafter referred to as "Third Parties"), or use
or cause or

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<PAGE> 9

authorize any Third Parties to use, the Confidential Information,
except as required by law; and

2. Upon the termination of his Employment Term for any reason
whatsoever, Executive shall deliver or cause to be delivered to
LORECOM any and all Confidential Information, including drawings,
notebooks, keys, data and other documents and materials belonging
to LORECOM or its Affiliates which is in his possession or under
his control relating to LORECOM or its Affiliates, or the
Business of LORECOM (as defined herein), regardless of the medium
upon which it is stored, and will deliver to LORECOM upon such
termination of employment any other property of LORECOM or its
Affiliates which is in his possession or under his control.

B. Restrictive Covenants.

1. Non-Competition Covenant.

(a) Executive acknowledges that the covenants set forth in this
Article IV are reasonable in scope and essential to the
preservation of LORECOM. Executive also acknowledges that
the enforcement of the covenant set forth in this Section
IV.B. will not preclude Executive from being gainfully
employed in such manner and to the extent as to provide a
standard of living for himself, the members of his family
and the others dependent upon him of at least the level to
which he and they have become accustomed and may expect. In
addition, Executive acknowledges that LORECOM and its
Affiliates have obtained an advantage over their competitors
as a result of their names, locations and reputations that
are characterized by near permanent relationships with
customers, principals and other contacts which they have
developed at great expense. Furthermore, Executive
acknowledges that competition by him following the
termination or expiration of the Employment Term would
impair the operation of LORECOM and/or its Affiliates beyond
that which would arise from the competition of an unrelated
third party with similar skills.

(b) Executive hereby agrees that he shall not, during the period
of this Agreement or for a period during which he is being
paid or has been paid pursuant to the termination provisions
of this Agreement, directly or indirectly, engage in or
become directly or indirectly interested in any
proprietorship, partnership, firm, trust, corporation,
limited liability company or other entity, other than
LORECOM or any Affiliate (whether as owner, partner,
trustee, beneficiary, stockholder, member, officer,
director, employee, independent contractor, agent,

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servant, consultant, lessor, lessee or otherwise) that
competes with LORECOM or an Affiliate in the Prohibited
Business within the county of Oklahoma County, Oklahoma or
any contiguous county, other than an interest in a company
listed on a recognized stock exchange in an amount which
does not exceed one percent (1%) of the outstanding stock of
such corporation. However, the noncompetition provisions of
this Section IV.B.1 shall not apply if Executive is
terminated pursuant to Section II.B.4, or Executive
terminates his employment pursuant to Section II.B.6, of
this Agreement.

(c) For purposes of this Agreement, "Prohibited Business" shall
include all business activities and ventures of LORECOM or
its Affiliates during the term of this Agreement which
generate more than 5% of the annual consolidated gross
revenues of LORECOM. The term "Prohibited Business" does not
include the primary business activity of Digital
Transcription Systems, Inc. as engaged on the date of this
Agreement.

2. Non-Solicitation Covenant. Executive hereby covenants and agrees
that during a period which is the greater of five (5) years from
the date of this Agreement or two (2) years following the end of
the Employment Term, he shall not: (i) solicit for the purpose of
selling goods and/or services competitive with or similar to
those offered by LORECOM or its Affiliates during the Employment
Term or endeavor to entice away from LORECOM or any Affiliate any
person, firm, corporation, limited liability company or other
entity that was a customer of LORECOM or any Affiliate at any
time during his Employment Term; (ii) induce, attempt to induce
or hire any employee (or any person who was an employee during
the year preceding the date of any solicitation) of LORECOM or
any Affiliate to leave the employ of LORECOM or any Affiliate, or
in any way interfere with the relationship between any such
employee and LORECOM or any Affiliate; or (iii) directly or
indirectly cause any person that is a party to an agreement with
LORECOM or any Affiliate (including, but not limited to, license,
supply or sales contracts or agreements), to terminate such
agreements, not renew such agreements when they expire or enter
into another similar agreement with another person or entity. If
the Employment Term is terminated by LORECOM without Cause or by
Executive for Good Reason, the non-solicitation covenant set
forth in this Section IV.B.2. shall only apply for a period which
is two (2) years after the end of the Employment Term.

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C. Remedies.

1. Injunctive Relief. Executive expressly acknowledges and
agrees that the business of LORECOM is highly competitive
and that a violation of any of the provisions of Sections
IV.A. or B. would cause immediate and irreparable harm, loss
and damage to LORECOM and/or Affiliates not adequately
compensable by a monetary award. Executive further
acknowledges and agrees that the time periods and
territorial areas provided for herein are the minimum
necessary to adequately protect the business of LORECOM, the
enjoyment of the Confidential Information, the goodwill of
LORECOM, and/or Affiliates and the enjoyment of the assets
and business of LORECOM. Without limiting any of the other
remedies available to LORECOM or any Affiliate at law or in
equity, or the right or ability of LORECOM, and/or
Affiliates to collect money damages, Executive agrees that
any actual or threatened violation of any of the provisions
of Sections IV.A. or B. may be immediately restrained or
enjoined by any court of competent jurisdiction, and that a
temporary restraining order or emergency, preliminary or
final injunction may be issued in any court of competent
jurisdiction, upon twenty-four (24) hour notice and without
bond. Notwithstanding anything to the contrary contained in
this Agreement, the provisions of this Section shall survive
the termination of the Employment Term.

2. Enforcement. It is the desire of the parties that the
provisions of Sections IV.A. or B. be enforced to the
fullest extent permissible under the laws and public
policies in each jurisdiction in which enforcement might be
sought. Accordingly, if any particular portion of Sections
IV.A. or B. shall ever be adjudicated as invalid or
unenforceable, or if the application thereof to any party or
circumstance shall be adjudicated to be prohibited by or
invalidated by such laws or public policies, such section or
sections shall be (i) deemed amended to delete therefrom
such portions so adjudicated or (ii) modified as determined
appropriate by such a court, such deletions or modifications
to apply only with respect to the operation of such section
or sections in the particular jurisdictions so adjudicating
on the parties and under the circumstances as to which so
adjudicated.

V. MISCELLANEOUS

A. Notices. All notices or other communications required or
permitted hereunder shall be in writing and shall be deemed
given, delivered and received (a) when delivered, if delivered
personally, (b) three days after mailing, when sent by registered
or certified mail, return receipt requested and postage prepaid,
(c) one business day after delivery to a private courier service,
when delivered to a private courier service providing documented
overnight service, and (d) on the date of delivery if delivered

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by telecopy, receipt confirmed, provided that a confirmation copy
is sent on the next business day by first class mail, postage
prepaid, in each case addressed as follows:

To Executive at his home address.

With a copy to: [ ]

To LORECOM at: LORECOM Technologies, Inc.
12101 N. Meridian
Oklahoma City, OK 73120
Fax: (405) 516-2345

Any party may change its address for purposes of this paragraph by giving the
other party within notice of the new address in the manner set forth above.

B. Entire Agreement; Amendments, Etc. This Agreement contains the
entire agreement and understanding of the parties hereto, and
supersedes all prior agreements and understandings relating to
the subject matter thereof. Except as provided herein, no
modification, amendment, waiver or alteration of this Agreement
or any provision or term hereof shall in any event be effective
unless the same shall be in writing, executed by both parties
hereto, and any waiver so given shall be effective only in the
specific instance and for the specific purpose for which given.

C. Benefit. This Agreement shall be binding upon, and inure to the
benefit of, and shall be enforceable by, the heirs, successors,
legal representatives and permitted assignees of Executive and
the successors, assignees and transferees of LORECOM. This
Agreement or any right or interest hereunder may not be assigned
by Executive without the prior written consent of LORECOM.

D. No Waiver. No failure or delay on the part of any party hereto in
exercising any right, power or remedy hereunder or pursuant
hereto shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right, power or remedy preclude any
other or further exercise thereof or the exercise of any other
right, power or remedy hereunder or pursuant thereto.

E. Severability. Wherever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid
under applicable law but, if any provision of this Agreement
shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition
or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement. If any
part of any covenant or other provision in this Agreement is
determined by a court of law to be overly broad thereby making
the covenant unenforceable, the parties hereto agree, and it is
their desire, that the court shall

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<PAGE> 13

substitute a judicially enforceable limitation in its place, and
that as so modified the covenant shall be binding upon the
parties as if originally set forth herein.

F. Compliance and Headings. Time is of the essence of this
Agreement. The headings in this Agreement are intended to be for
convenience and reference only, and shall not define or limit the
scope, extent or intent or otherwise affect the meaning of any
portion hereof.

G. Governing Law. The parties agree that this Agreement shall be
governed by, interpreted and construed in accordance with the
laws of the State of Oklahoma, without regard to the rules
governing conflicts of law. The parties agree that any suit,
action or proceeding pertaining to this Agreement shall be
brought in the courts of the State of Oklahoma or in the U.S.
District Court for the Northern District of Oklahoma. The parties
hereto hereby accept the exclusive jurisdiction of those courts
for the purpose of any such suit, action or proceeding. Venue for
any such action, in addition to any other venue permitted by
statute, will be Oklahoma.

H. Indemnification. LORECOM shall indemnify and hold Executive
harmless to the fullest extent permitted by law and under the
certificate of incorporation or bylaws of LORECOM, as, to and
from any and all costs, expenses (including reasonable attorneys'
fees, which shall be paid in advance by LORECOM, subject to
recoupment in accordance with applicable law) or damages incurred
by Executive as a result of any claim, suit, action or judgment
arising out of the activities of LORECOM or any Affiliate or the
Executive's activities as an employee, officer or director of
LORECOM or any Affiliate. This provision shall survive the
termination of this Agreement.

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

J. Recitals. The Recitals set forth above are hereby incorporated in
and made a part of this Agreement by this reference.

IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed and delivered as of the day and year first above
written.

LORECOM TECHNOLOGIES, INC.

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

EXECUTIVE

-------------------------------------

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<PAGE> 14

EXHIBIT A

ANNUAL BONUS

Executive shall be eligible to receive, in addition to his annual base
salary, a bonus for services rendered during such year, provided that the
company achieves certain forecasted levels of performance to be agreed to by the
board of directors and Executive. Payment of each annual bonus will be paid in
cash and will be in an amount at least equal to .5 times his base salary.

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<PAGE> 1
EXHIBIT 10.4

EMPLOYMENT AND NON-COMPETITION AGREEMENT

THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT (the "Agreement") is made
as of this 21st day of June, 1999, by and between LORECOM Technologies, Inc., an
Oklahoma corporation ("LORECOM") and Joe Evans ("Executive").

RECITALS:

WHEREAS, LORECOM Board of Directors has determined that it is
appropriate to reinforce and encourage the continued attention and dedication of
certain members of LORECOM management, including the Executive, to their
assigned duties without distractions; and

WHEREAS, this Agreement sets forth certain compensation and
other benefits to be provided to Executive in accordance with the terms hereof.

NOW, THEREFORE, in consideration of the foregoing and the
agreements, covenants and conditions set forth herein, the Executive and LORECOM
hereby agree as follows:

I. EMPLOYMENT

A. Employment.

1. LORECOM hereby employs, engages and hires Executive,
and Executive hereby accepts employment, upon the
terms and conditions set forth in this Agreement. The
Executive shall serve as Chief Financial Officer and
Secretary ("CFO and Secretary"). The Executive shall
have and fully perform such duties and
responsibilities that are commensurate with his
position as may be, from time to time, assigned to
him by the Board of Directors of LORECOM.

2. In addition, the Executive shall provide advice,
consultation and services to any other entities
majority owned or majority controlled by LORECOM now
or in the future (together "Affiliates") as may
reasonably be requested by the Board of Directors of
LORECOM.

B. Activities and Duties During Employment. Executive represents
and warrants to LORECOM that he is free to accept employment
with LORECOM, and that he has no prior or other commitments or
obligations of any kind to anyone else which would hinder or
interfere with his acceptance of his obligations under this
Agreement, or the exercise of his best efforts as an officer
and employee of LORECOM, except as set forth herein. During
the Employment Term (as defined below), Executive agrees:

1. To faithfully serve and further the interests of
LORECOM in every lawful way, giving honest, diligent,
loyal and cooperative service to LORECOM;

<PAGE> 2

2. To comply with all reasonable rules and policies
which are consistent with the terms of this Agreement
and which, from time to time, may be adopted by
LORECOM and which are applicable to all other
executive officers of LORECOM; and

3. To devote all necessary business time, attention and
efforts to the faithful and diligent performance of
his services to LORECOM and its Affiliates, excluding
periods of vacation and sick leave; provided that
LORECOM acknowledges that the Executive may have a
continuing operational involvement in a pre-existing
venture so long as such operational involvement does
not materially interfere with the performance of
Executive's duties under this Agreement; provided
further, it is understood that Executive's
obligations to LORECOM shall have priority.
Notwithstanding the foregoing, Executive may: (i)
serve on the board of directors of other entities or
serve in any capacity with any civic, educational,
professional or charitable organization provided that
such service does not materially interfere or
conflict with his duties hereunder; and (ii) make and
manage personal investments of his choice.

C. Relocation. Executive's office and principal place of
employment and the principal office for LORECOM shall be
located in Oklahoma City, Oklahoma or such other location
mutually agreed to by Executive and LORECOM. LORECOM shall not
require Executive to relocate his residence or principal place
of employment and business office without his prior approval.
To the extent reasonably requested by the Board of Directors
of LORECOM, Executive shall travel to the offices of LORECOM
or its Affiliates or attend meetings, conferences,
exhibitions, trade shows, seminars and other similar business
related activities so long as he is given reasonable notice of
such travel and is reimbursed for the cost of such travel.

II. TERM

A. Term. The term of employment under this Agreement shall be
three (3) years, commencing on the date of the Agreement (such
term of employment, as it may be extended or terminated, is
herein referred to as the "Employment Term"), which Employment
Term shall automatically renew for additional one (1) year
periods unless terminated by Executive or LORECOM by written
notice not less than six (6) months prior to expiration of the
then-current term.

B. Termination During the Employment Term. Executive's employment
hereunder may terminate for any of the following reasons:

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<PAGE> 3

1. Death. This Agreement shall terminate upon
Executive's death. If termination occurs pursuant to
this provision, Executive's estate shall be
compensated under Section II.D.2 hereof.

2. Cause. Termination by LORECOM of Executive's
employment for "Cause" shall mean termination based
upon Executive's (i) committing fraud, theft,
misappropriation, embezzlement, larceny or other
felony, willful misconduct, gross malfeasance or
breach of trust by the Executive resulting or
intended to result directly or indirectly in gain or
personal enrichment to the Executive at the expense
of LORECOM, (ii) committing any other crime involving
moral turpitude which materially impairs Executive's
ability to perform his duties or the business
reputation of LORECOM, or (iii) continued and
deliberate failure by the Executive to substantially
perform the Executive's employment duties with
LORECOM. However, anything in the preceding sentence
to the contrary notwithstanding, "Cause" shall not
include the following: (i) any act or omission that
was the result solely of poor business judgment or
simple negligence; (ii) any act or omission believed
by the Executive in good faith to have been in or not
opposed to the interests of LORECOM; (iii) any act or
omission in respect of which the Executive met the
applicable standard of conduct for indemnification
against liabilities and expenses under LORECOM's
Certificate of Incorporation; or (iv) any act or
omission which occurred more than 12 months prior to
LORECOM's giving to the Executive Notice of
Termination (as hereinafter defined), unless the
commission of such act or omission was not at the
time of commission or omission known to a majority of
the members of the Board of Directors of LORECOM, in
which case more than 12 months from the date the
commission or omission was known by a majority of the
members of the Board of Directors. If termination
occurs pursuant to this provision, Executive shall be
compensated under Section II.D.3 hereof.

3. Voluntary Termination. Executive may voluntarily
terminate employment at any time during the
Employment Term (a "Voluntary Termination"). If
termination occurs pursuant to this provision,
Executive shall be compensated under Section II.D.3
hereof.

4. Termination by LORECOM. LORECOM may terminate
Executive's employment for any reason during the
Employment Term hereof, including, but not limited
to, closing or selling LORECOM, provided, however,
that upon such termination, Executive will be
compensated as provided in Section II.D.1 hereof.

5. Good Reason. By the Executive upon ten (10) business
days notice to LORECOM for Good Reason, which notice
shall state the reason for

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<PAGE> 4

termination. For the purpose of this Agreement, "Good
Reason" shall mean, other than for Cause: (i) a
demotion or reduction in the Executive's duties,
responsibilities or authority as CFO and Secretary of
LORECOM without his written consent or the assignment
to the Executive of duties and responsibilities
inconsistent with his position as CFO and Secretary
of LORECOM without his written consent or which
diminishes his authority without his written consent
(together, the "Demotion Actions"), and the Demotion
Actions are not cured within thirty (30) days after
written notice of the Demotion Actions from the
Executive; (ii) the relocation of the Executive's
principal place of employment, or the principal
offices of LORECOM outside of the Oklahoma City
Metropolitan Area without Executive's consent, or
(iii) any material failure by LORECOM to comply with
the provisions of this Agreement, including but not
limited to, failure to timely pay any part of
Executive's compensation (including salary or bonus)
or provide the benefits contemplated herein, and
which is not remedied by LORECOM within ten (10)
business days after receipt by LORECOM of written
notice thereof from Executive. If termination occurs
pursuant to this provision, the Executive shall be
compensated under Section II.D.1 hereof.

6. Change of Control. By the Executive upon a Change of
Control. For the purpose of this Agreement, "Change
of Control" shall mean the occurrence of any of the
following:

(a) the Company consummates a merger or consolidation
which results in the voting securities of the Company
outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by
being converted into voting securities of the
surviving entity) less then fifty percent (50%) of
the total voting power represented by the voting
securities of the Company or such surviving entity
outstanding immediately after such merger or
consolidation; or

(b) a plan of complete liquidation of the Company or
an agreement for the sale or disposition by the
Company of (in one transaction or a series of
transactions) all or substantially all of the
Company's assets is consummated,

7. Notice of Termination. Any termination of Executive's
employment shall be communicated by written Notice of
Termination to the other party hereto in accordance
with this Section II.B.7. For purposes of this
Agreement, a "Notice of Termination" shall mean a
written notice which shall indicate the specific
termination provision in this Agreement relied upon
and which shall specify a date as Executive's last
day of employment (the "Termination Date").

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<PAGE> 5

C. Cessation of Rights and Obligations: Survival of Certain
Provisions. On the date of expiration or earlier termination
of the Employment Term for any reason, all of the respective
rights, duties, obligations and covenants of the parties, as
set forth herein, shall, except as specifically provided
herein to the contrary, cease and become of no further force
or effect as of the date of said termination, and shall only
survive as expressly provided for herein.

D. Cessation of Compensation. In lieu of any severance under any
severance plan that LORECOM may then have in effect, and
subject to any amounts owed by the Executive to LORECOM under
any contract or agreement entered into after the date hereof,
LORECOM shall pay to the Executive, and the Executive shall be
entitled to receive, the following amounts within thirty (30)
days of the date of a termination of his employment:

1. Upon the termination of the Executive's employment
under the provisions of Sections II.B.4, II.B.5 and
II.B.6, the Executive shall be entitled to receive
his base salary for the remaining term of this
Agreement under Section II.A or two (2) years,
whichever period shall be greater (the "Continued
Compensation Period") plus, for each year in the
Continued Compensation Period, a bonus equal to the
highest annual bonus paid to the Executive for any
preceding calendar year, prorated for any partial
years, plus prorated vacation pay for the Continued
Compensation Period and expense reimbursement through
the Termination Date. In addition, if permitted under
LORECOM's group health, life and disability insurance
coverage, Executive shall be entitled to continuation
of Executive's coverage thereunder (subject to such
changes in coverage as shall apply to LORECOM's
employees generally) for the one (1) year period
after the Termination Date at the cost of LORECOM or
if not so permitted, payment by LORECOM of the
premiums for group health insurance coverage
otherwise payable by Executive under the Consolidated
Omnibus Budget Reconciliation Act of 1985 ("COBRA").
It shall be a condition to Executive's right to
receive the payments described above that Executive
shall be in compliance with all of Executive's
obligations which survive termination hereof,
including without limitation those arising under
Article IV hereof, and Executive is not otherwise
receiving health insurance from another employer. In
addition, upon the Executive's termination, LORECOM
shall assign to the Executive the life insurance
policy described in Section III.F, except that, in
the event that the life insurance policy is part of a
group-term life insurance plan, LORECOM shall convert
the Executive's coverage thereunder into an
individual life insurance policy. The Executive
agrees that following the assignment of a life
insurance policy under this Section, the premiums
under any such insurance policy shall be paid by the
Executive. Thereafter, LORECOM and its Affiliates
shall have no further obligations to Executive,

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<PAGE> 6

except as expressly provided otherwise pursuant to
the terms of any pension and welfare benefit plans
Executive is a participant in.

2. If Executive's employment is terminated during the
Employment Term by reason of death, LORECOM shall pay
to Executive's estate Executive's base salary for the
Continued Compensation Period, and any bonus for the
bonus period in which the Termination Date occurs
allocable to the period prior to the Termination
Date. Thereafter, LORECOM and its Affiliates shall
have no further obligations to Executive, except as
expressly provided otherwise pursuant to the terms of
any pension and welfare benefit plans Executive is a
participant in.

3. If Executive's employment is terminated by LORECOM
for Cause or as a result of a Voluntary Termination,
LORECOM shall pay Executive his base salary for a
period of one year after the Termination Date in the
Notice of Termination. In addition, if permitted
under LORECOM's group health, life and disability
insurance coverage, Executive shall be entitled to
continuation of Executive's coverage thereunder
(subject to such changes in coverage as shall apply
to LORECOM's employees generally) for the one (1)
year period after the Termination Date at the cost of
LORECOM or if not so permitted, payment by LORECOM of
the premiums for group health insurance coverage
otherwise payable by Executive under COBRA.
Thereafter, LORECOM and its Affiliates shall have no
further obligations to pay compensation under this
Agreement.

E. No Offset/No Mitigation of Damages. Notwithstanding anything
herein to the contrary, Executive shall have no obligation to
mitigate or seek other employment with respect to the payments
and benefits under this Agreement. LORECOM shall be obligated
to make the payments pursuant to this Section regardless of
any other employment.

III. COMPENSATION AND BENEFITS

A. Compensation.

1. During the Employment Term, LORECOM shall pay
Executive such salary and benefits as shall be agreed
upon each year between Executive and LORECOM. For the
first year of the Employment Term, LORECOM shall pay
Executive a base salary of One Hundred Thirty-Five
Thousand Dollars ($135,000.00) per year. LORECOM
shall review Executive's salary at least annually,
and as a result of such review, can not reduce the
Executive's base salary without his consent.

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<PAGE> 7

2. LORECOM will, in addition to Executive's base salary,
pay Executive bonuses with respect to each calendar
year in the Employment Term up to the amount and
based upon the formula set forth in Exhibit A
attached hereto. The bonus payable hereunder shall be
paid within seventy-five (75) days of the end of the
applicable calendar year, unless LORECOM elects to
pay such amounts at an earlier time.

3. LORECOM will pay Executive a Ten Thousand Dollar
($10,000) bonus upon closing its initial public
offering.

B. Payment. All compensation shall be payable in intervals in
accordance with the general payroll payment practice of
LORECOM, but not less frequently than monthly. The
compensation shall be subject to such withholdings and
deductions by LORECOM as are required by law.

C. Business Expenses.

1. Reimbursement. LORECOM shall reimburse the Executive
for all reasonable, ordinary, and necessary business
expenses incurred by him in connection with the
performance of his duties hereunder, including, but
not limited to, ordinary and necessary travel
expenses, entertainment expenses and expenses
necessary to maintain his professional
certifications. The reimbursement of business
expenses will be governed by the policies for
LORECOM, and the terms otherwise set forth herein. In
addition, LORECOM shall reimburse the Executive for
reasonable country club dues and automobile expenses
not to exceed $500 for one automobile.

2. Accounting. The Executive shall provide LORECOM with
an accounting of his expenses, which accounting shall
clearly reflect which expenses were incurred for
proper business purposes in accordance with the
policies adopted by LORECOM, and as such are
reimbursable by LORECOM. The Executive shall provide
LORECOM with such other supporting documentation and
other substantiation of reimbursable expenses as will
conform to Internal Revenue Service or other
requirements. All such reimbursements shall be
payable by LORECOM to the Executive within a
reasonable time, but not more than 30 days, after
receipt by LORECOM of appropriate documentation
therefor.

D. Other Benefits. Except as otherwise provided herein, Executive
shall be entitled to participate in any retirement, pension,
profit-sharing, stock option, health plan, dental, vacation
and welfare or any other benefit plan or plans of LORECOM
which may now or hereafter be in effect for which all
employees of LORECOM performing comparable duties are
eligible, subject to the terms of such plans. In determining
the

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<PAGE> 8

rights of the Executive under any such plan or program,
Executive shall for all purposes be deemed to be fully vested,
or if vesting is not permitted by law or regulation, LORECOM
shall pay or otherwise provide to Executive the benefits he
would have received if fully vested.

E. Vacation. Executive shall be entitled to up to four (4) weeks
of non-accruing paid vacation in each calendar year during the
Employment Term, provided however, that the Executive's 1999
calendar year vacation shall be prorated for the portion of
the calendar year remaining after the date hereof.

F. Life Insurance. LORECOM shall provide to Executive, at no cost
to Executive (other than taxes on the premiums paid by
LORECOM), term life insurance on the life of Executive for the
benefit of Executive's designated beneficiaries in the amount
of One Million Dollars ($1,000,000); provided however, if the
amount of the annual premium on such policy exceeds Two
Thousand Dollars ($2,000), the Executive shall reimburse
LORECOM for such excess.

G. Disability. LORECOM shall provide to Executive, at no cost to
Executive, a separate or group long-term disability policy
that provides an annual benefit in the amount provided to any
other executive officer of LORECOM.

IV. CONFIDENTIALITY AND NON-COMPETE AGREEMENT

A. Non-Disclosure of Confidential Information. Executive hereby
acknowledges and agrees that the duties and services to be
performed by Executive under this Agreement are special and
unique and that Executive has and will acquire, develop and
use information of a special and unique nature and value that
is not generally known to the public or to LORECOM's industry
including, but not limited to, certain records, secrets,
documentation, software programs, price lists, ledgers and
general information, employee records, mailing lists customer
lists, customer profiles, prospective customer lists, accounts
receivable and payable ledgers, financial and other records of
LORECOM or its Affiliates, information regarding their
customers or principals, and other similar matters (all such
information being hereinafter referred to as "Confidential
Information"). Executive further acknowledges and agrees that
the Confidential Information is of great value to LORECOM and
its Affiliates and that the restrictions and agreements
contained in this Agreement are reasonably necessary to
protect the Confidential Information and the goodwill of
LORECOM. Accordingly, Executive hereby agrees that:

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<PAGE> 9

corporation, limited liability company or
organization, other than LORECOM or its Affiliates
(hereinafter referred to as "Third Parties"), or use
or cause or authorize any Third Parties to use, the
Confidential Information, except as required by law;
and

2. Upon the termination of his Employment Term for any
reason whatsoever, Executive shall deliver or cause
to be delivered to LORECOM any and all Confidential
Information, including drawings, notebooks, keys,
data and other documents and materials belonging to
LORECOM or its Affiliates which is in his possession
or under his control relating to LORECOM or its
Affiliates, or the Business of LORECOM (as defined
herein), regardless of the medium upon which it is
stored, and will deliver to LORECOM upon such
termination of employment any other property of
LORECOM or its Affiliates which is in his possession
or under his control.

B. Restrictive Covenants.

1. Non-Competition Covenant.

(a) Executive acknowledges that the covenants
set forth in this Article IV are reasonable
in scope and essential to the preservation
of LORECOM. Executive also acknowledges that
the enforcement of the covenant set forth in
this Section IV.B. will not preclude
Executive from being gainfully employed in
such manner and to the extent as to provide
a standard of living for himself, the
members of his family and the others
dependent upon him of at least the level to
which he and they have become accustomed and
may expect. In addition, Executive
acknowledges that LORECOM and its Affiliates
have obtained an advantage over their
competitors as a result of their names,
locations and reputations that are
characterized by near permanent
relationships with customers, principals and
other contacts which they have developed at
great expense. Furthermore, Executive
acknowledges that competition by him
following the termination or expiration of
the Employment Term would impair the
operation of LORECOM and/or its Affiliates
beyond that which would arise from the
competition of an unrelated third party with
similar skills.

(b) Executive hereby agrees that he shall not,
during the period of this Agreement or for a
period during which he is being paid or has
been paid pursuant to the termination
provisions of this Agreement, directly or
indirectly, engage in or become directly or
indirectly interested in any proprietorship,
partnership, firm, trust, corporation,
limited liability company or other entity,
other than LORECOM or any

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<PAGE> 10

Affiliate (whether as owner, partner,
trustee, beneficiary, stockholder, member,
officer, director, employee, independent
contractor, agent, servant, consultant,
lessor, lessee or otherwise) that competes
with LORECOM or an Affiliate in the
Prohibited Business within the county of
Oklahoma County, Oklahoma or any contiguous
county, other than an interest in a company
listed on a recognized stock exchange in an
amount which does not exceed one percent
(1%) of the outstanding stock of such
corporation. However, the noncompetition
provisions of this Section IV.B.1 shall not
apply if Executive is terminated pursuant to
Section II.B.4, or Executive terminates his
employment pursuant to Section II.B.6, of
this Agreement.

2. Non-Solicitation Covenant. Executive hereby
covenants and agrees that during a period which is
the greater of five (5) years from the date of this
Agreement or two (2) years following the end of the
Employment Term, he shall not: (i) solicit for the
purpose of selling goods and/or services competitive
with or similar to those offered by LORECOM or its
Affiliates during the Employment Term or endeavor to
entice away from LORECOM or any Affiliate any person,
firm, corporation, limited liability company or other
entity that was a customer of LORECOM or any
Affiliate at any time during his Employment Term;
(ii) induce, attempt to induce or hire any employee
(or any person who was an employee during the year
preceding the date of any solicitation) of LORECOM or
any Affiliate to leave the employ of LORECOM or any
Affiliate, or in any way interfere with the
relationship between any such employee and LORECOM or
any Affiliate; or (iii) directly or indirectly cause
any person that is a party to an agreement with
LORECOM or any Affiliate (including, but not limited
to, license, supply or sales contracts or
agreements), to terminate such agreements, not renew
such agreements when they expire or enter into
another similar agreement with another person or
entity. If the Employment Term is terminated by
LORECOM without Cause or by Executive for Good
Reason, the non-solicitation covenant set forth in
this Section IV.B.2. shall only apply for a period
which is two (2) years after the end of the
Employment Term.

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C. Remedies.

1. Injunctive Relief. Executive expressly acknowledges
and agrees that the business of LORECOM is highly
competitive and that a violation of any of the
provisions of Sections IV.A. or B. would cause
immediate and irreparable harm, loss and damage to
LORECOM and/or Affiliates not adequately compensable
by a monetary award. Executive further acknowledges
and agrees that the time periods and territorial
areas provided for herein are the minimum necessary
to adequately protect the business of LORECOM, the
enjoyment of the Confidential Information, the
goodwill of LORECOM, and/or Affiliates and the
enjoyment of the assets and business of LORECOM.
Without limiting any of the other remedies available
to LORECOM or any Affiliate at law or in equity, or
the right or ability of LORECOM, and/or Affiliates to
collect money damages, Executive agrees that any
actual or threatened violation of any of the
provisions of Sections IV.A. or B. may be immediately
restrained or enjoined by any court of competent
jurisdiction, and that a temporary restraining order
or emergency, preliminary or final injunction may be
issued in any court of competent jurisdiction, upon
twenty-four (24) hour notice and without bond.
Notwithstanding anything to the contrary contained in
this Agreement, the provisions of this Section shall
survive the termination of the Employment Term.

2. Enforcement. It is the desire of the parties that the
provisions of Sections IV.A. or B. be enforced to the
fullest extent permissible under the laws and public
policies in each jurisdiction in which enforcement
might be sought. Accordingly, if any particular
portion of Sections IV.A. or B. shall ever be
adjudicated as invalid or unenforceable, or if the
application thereof to any party or circumstance
shall be adjudicated to be prohibited by or
invalidated by such laws or public policies, such
section or sections shall be (i) deemed amended to
delete therefrom such portions so adjudicated or (ii)
modified as determined appropriate by such a court,
such deletions or modifications to apply only with
respect to the operation of such section or sections
in the particular jurisdictions so adjudicating on
the parties and under the circumstances as to which
so adjudicated.

V. MISCELLANEOUS

A. Notices. All notices or other communications required or
permitted hereunder shall be in writing and shall be deemed
given, delivered and received (a) when delivered, if delivered
personally, (b) three days after mailing, when sent by
registered or certified mail, return receipt requested and
postage prepaid, (c) one business day after delivery to a
private courier service, when delivered to a private courier
service providing documented overnight service, and (d) on the
date of delivery if delivered

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<PAGE> 12

by telecopy, receipt confirmed, provided that a confirmation
copy is sent on the next business day by first class mail,
postage prepaid, in each case addressed as follows:

To Executive at his home address.

With a copy to: [ ]

To LORECOM at: LORECOM Technologies, Inc.
12101 N. Meridian
Oklahoma City, OK 73120
Fax: (405) 516-2345

Any party may change its address for purposes of this paragraph by giving the
other party within notice of the new address in the manner set forth above.

B. Entire Agreement; Amendments, Etc. This Agreement contains the
entire agreement and understanding of the parties hereto, and
supersedes all prior agreements and understandings relating to
the subject matter thereof. Except as provided herein, no
modification, amendment, waiver or alteration of this
Agreement or any provision or term hereof shall in any event
be effective unless the same shall be in writing, executed by
both parties hereto, and any waiver so given shall be
effective only in the specific instance and for the specific
purpose for which given.

C. Benefit. This Agreement shall be binding upon, and inure to
the benefit of, and shall be enforceable by, the heirs,
successors, legal representatives and permitted assignees of
Executive and the successors, assignees and transferees of
LORECOM. This Agreement or any right or interest hereunder may
not be assigned by Executive without the prior written consent
of LORECOM.

D. No Waiver. No failure or delay on the part of any party hereto
in exercising any right, power or remedy hereunder or pursuant
hereto shall operate as a waiver thereof; nor shall any single
or partial exercise of any such right, power or remedy
preclude any other or further exercise thereof or the exercise
of any other right, power or remedy hereunder or pursuant
thereto.

E. Severability. Wherever possible, each provision of this
Agreement shall be interpreted in such manner as to be
effective and valid under applicable law but, if any provision
of this Agreement shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating
the remainder of such provision or the remaining provisions of
this Agreement. If any part of any covenant or other provision
in this Agreement is determined by a court of law to be overly
broad thereby making the covenant unenforceable, the parties
hereto agree, and it is their desire, that the court shall

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<PAGE> 13

substitute a judicially enforceable limitation in its place,
and that as so modified the covenant shall be binding upon the
parties as if originally set forth herein.

F. Compliance and Headings. Time is of the essence of this
Agreement. The headings in this Agreement are intended to be
for convenience and reference only, and shall not define or
limit the scope, extent or intent or otherwise affect the
meaning of any portion hereof.

G. Governing Law. The parties agree that this Agreement shall
be governed by, interpreted and construed in accordance with
the laws of the State of Oklahoma, without regard to the rules
governing conflicts of law. The parties agree that any suit,
action or proceeding pertaining to this Agreement shall be
brought in the courts of the State of Oklahoma or in the U.S.
District Court for the Northern District of Oklahoma. The
parties hereto hereby accept the exclusive jurisdiction of
those courts for the purpose of any such suit, action or
proceeding. Venue for any such action, in addition to any
other venue permitted by statute, will be Oklahoma.

H. Indemnification. LORECOM shall indemnify and hold Executive
harmless to the fullest extent permitted by law and under the
certificate of incorporation or bylaws of LORECOM, as, to and
from any and all costs, expenses (including reasonable
attorneys' fees, which shall be paid in advance by LORECOM,
subject to recoupment in accordance with applicable law) or
damages incurred by Executive as a result of any claim, suit,
action or judgment arising out of the activities of LORECOM or
any Affiliate or the Executive's activities as an employee,
officer or director of LORECOM or any Affiliate. This
provision shall survive the termination of this Agreement.

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

J. Recitals. The Recitals set forth above are hereby incorporated
in and made a part of this Agreement by this reference.

IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed and delivered as of the day and year first above
written.

LORECOM TECHNOLOGIES, INC.

By
-----------------------------------

Name:
Title:

EXECUTIVE

--------------------------------------

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<PAGE> 14

EXHIBIT A

ANNUAL BONUS

Executive shall be eligible to receive, in addition to his
annual base salary, a bonus for services rendered during such year, provided
that the company achieves certain forecasted levels of performance to be agreed
to by the board of directors and Executive. Payment of each annual bonus will be
paid in cash and will be in an amount at least equal to .25 times his base
salary.

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<PAGE> 1

EXHIBIT 10.5

EMPLOYMENT AND NON-COMPETITION AGREEMENT

THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT (the "Agreement") is made
as of this 21st day of June, 1999, by and between LORECOM Technologies, Inc., an
Oklahoma corporation ("LORECOM") and Jeff Hartwig ("Executive").

RECITALS:

WHEREAS, LORECOM's Board of Directors has determined that it is
appropriate to reinforce and encourage the continued attention and dedication of
certain members of LORECOM's management, including the Executive, to their
assigned duties without distractions; and

WHEREAS, this Agreement sets forth certain compensation and other
benefits to be provided to Executive in accordance with the terms hereof.

NOW, THEREFORE, in consideration of the foregoing and the agreements,
covenants and conditions set forth herein, the Executive and LORECOM hereby
agree as follows:

I. EMPLOYMENT

A. Employment.

1. LORECOM hereby employs, engages and hires Executive,
and Executive hereby accepts employment, upon the
terms and conditions set forth in this Agreement. The
Executive shall serve as Vice President of Operations
and Chief Technical Officer ("VPO & CTO"). The
Executive shall have and fully perform such duties
and responsibilities that are commensurate with his
position as may be, from time to time, assigned to
him by the Board of Directors of LORECOM.

2. In addition, the Executive shall provide advice,
consultation and services to any other entities
majority owned or majority controlled by LORECOM now
or in the future (together "Affiliates") as may
reasonably be requested by the Board of Directors of
LORECOM.

B. Activities and Duties During Employment. Executive represents
and warrants to LORECOM that he is free to accept employment
with LORECOM, and that he has no prior or other commitments or
obligations of any kind to anyone else which would hinder or
interfere with his acceptance of his obligations under this
Agreement, or the exercise of his best efforts as an officer
and employee of LORECOM, except as set forth herein. During
the Employment Term (as defined below), Executive agrees:

<PAGE> 2

1. To faithfully serve and further the interests of
LORECOM in every lawful way, giving honest, diligent,
loyal and cooperative service to LORECOM;

2. To comply with all reasonable rules and policies
which are consistent with the terms of this Agreement
and which, from time to time, may be adopted by
LORECOM and which are applicable to all other
executive officers of LORECOM; and

3. To devote all necessary business time, attention and
efforts to the faithful and diligent performance of
his services to LORECOM and its Affiliates, excluding
periods of vacation and sick leave; provided that
LORECOM acknowledges that the Executive may have a
continuing operational involvement in a pre-existing
venture so long as such operational involvement does
not materially interfere with the performance of
Executive's duties under this Agreement; provided
further, it is understood that Executive's
obligations to LORECOM shall have priority.
Notwithstanding the foregoing, Executive may: (i)
serve on the board of directors of other entities or
serve in any capacity with any civic, educational,
professional or charitable organization provided that
such service does not materially interfere or
conflict with his duties hereunder; and (ii) make and
manage personal investments of his choice.

C. Relocation. Executive's office and principal place of
employment and the principal office for LORECOM shall be
located in Oklahoma City, Oklahoma or such other location
mutually agreed to by Executive and LORECOM. LORECOM shall not
require Executive to relocate his residence or principal place
of employment and business office without his prior approval.
To the extent reasonably requested by the Board of Directors
of LORECOM, Executive shall travel to the offices of LORECOM
or its Affiliates or attend meetings, conferences,
exhibitions, trade shows, seminars and other similar business
related activities so long as he is given reasonable notice of
such travel and is reimbursed for the cost of such travel.

II. TERM

A. Term. The term of employment under this Agreement shall be
three (3) years, commencing on the date of the Agreement (such
term of employment, as it may be extended or terminated, is
herein referred to as the "Employment Term"), which Employment
Term shall automatically renew for additional one (1) year
periods unless terminated by Executive or LORECOM by written
notice not less than six (6) months prior to expiration of the
then-current term.

B. Termination During the Employment Term. Executive's employment
hereunder may terminate for any of the following reasons:

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<PAGE> 3

1. Death. This Agreement shall terminate upon
Executive's death. If termination occurs pursuant to
this provision, Executive's estate shall be
compensated under Section II.D.2 hereof.

2. Cause. Termination by LORECOM of Executive's
employment for "Cause" shall mean termination based
upon Executive's (i) committing fraud, theft,
misappropriation, embezzlement, larceny or other
felony, willful misconduct, gross malfeasance or
breach of trust by the Executive resulting or
intended to result directly or indirectly in gain or
personal enrichment to the Executive at the expense
of LORECOM, (ii) committing any other crime involving
moral turpitude which materially impairs Executive's
ability to perform his duties or the business
reputation of LORECOM, or (iii) continued and
deliberate failure by the Executive to substantially
perform the Executive's employment duties with
LORECOM. However, anything in the preceding sentence
to the contrary notwithstanding, "Cause" shall not
include the following: (i) any act or omission that
was the result solely of poor business judgment or
simple negligence; (ii) any act or omission believed
by the Executive in good faith to have been in or not
opposed to the interests of LORECOM; (iii) any act or
omission in respect of which the Executive met the
applicable standard of conduct for indemnification
against liabilities and expenses under LORECOM's
Certificate of Incorporation; or (iv) any act or
omission which occurred more than 12 months prior to
LORECOM's giving to the Executive Notice of
Termination (as hereinafter defined), unless the
commission of such act or omission was not at the
time of commission or omission known to a majority of
the members of the Board of Directors of LORECOM, in
which case more than 12 months from the date the
commission or omission was known by a majority of the
members of the Board of Directors. If termination
occurs pursuant to this provision, Executive shall be
compensated under Section II.D.3 hereof.

3. Voluntary Termination. Executive may voluntarily
terminate employment at any time during the
Employment Term (a "Voluntary Termination"). If
termination occurs pursuant to this provision,
Executive shall be compensated under Section II.D.3
hereof.

4. Termination by LORECOM. LORECOM may terminate
Executive's employment for any reason during the
Employment Term hereof, including, but not limited
to, closing or selling LORECOM, provided, however,
that upon such termination, Executive will be
compensated as provided in Section II.D.1 hereof.

5. Good Reason. By the Executive upon ten (10) business
days notice to LORECOM for Good Reason, which notice
shall state the reason for

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<PAGE> 4

termination. For the purpose of this Agreement, "Good
Reason" shall mean, other than for Cause: (i) a
demotion or reduction in the Executive's duties,
responsibilities or authority as VPO & CTO of LORECOM
without his written consent or the assignment to the
Executive of duties and responsibilities inconsistent
with his position as VPO & CTO of LORECOM without his
written consent or which diminishes his authority
without his written consent (together, the "Demotion
Actions"), and the Demotion Actions are not cured
within thirty (30) days after written notice of the
Demotion Actions from the Executive; (ii) the
relocation of the Executive's principal place of
employment, or the principal offices of LORECOM
outside of the Oklahoma City Metropolitan Area
without Executive's consent, or (iii) any material
failure by LORECOM to comply with the provisions of
this Agreement, including but not limited to, failure
to timely pay any part of Executive's compensation
(including salary or bonus) or provide the benefits
contemplated herein, and which is not remedied by
LORECOM within ten (10) business days after receipt
by LORECOM of written notice thereof from Executive.
If termination occurs pursuant to this provision, the
Executive shall be compensated under Section II.D.1
hereof.

6. Change of Control. By the Executive upon a Change of
Control. For the purpose of this Agreement, "Change
of Control" shall mean the occurrence of any of the
following:

(a) the Company consummates a merger or consolidation
which results in the voting securities of the Company
outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by
being converted into voting securities of the
surviving entity) less then fifty percent (50%) of
the total voting power represented by the voting
securities of the Company or such surviving entity
outstanding immediately after such merger or
consolidation; or

(b) a plan of complete liquidation of the Company or
an agreement for the sale or disposition by the
Company of (in one transaction or a series of
transactions) all or substantially all of the
Company's assets is consummated.

7. Notice of Termination. Any termination of Executive's
employment shall be communicated by written Notice of
Termination to the other party hereto in accordance
with this Section II.B.7. For purposes of this
Agreement, a "Notice of Termination" shall mean a
written notice which shall indicate the specific
termination provision in this Agreement relied upon
and which shall specify a date as Executive's last
day of employment (the "Termination Date").

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<PAGE> 5

C. Cessation of Rights and Obligations: Survival of Certain
Provisions. On the date of expiration or earlier termination
of the Employment Term for any reason, all of the respective
rights, duties, obligations and covenants of the parties, as
set forth herein, shall, except as specifically provided
herein to the contrary, cease and become of no further force
or effect as of the date of said termination, and shall only
survive as expressly provided for herein.

D. Cessation of Compensation. In lieu of any severance under any
severance plan that LORECOM may then have in effect, and
subject to any amounts owed by the Executive to LORECOM under
any contract or agreement entered into after the date hereof,
LORECOM shall pay to the Executive, and the Executive shall be
entitled to receive, the following amounts within thirty (30)
days of the date of a termination of his employment:

1. Upon the termination of the Executive's employment
under the provisions of Sections II.B.4, II.B.5 and
II.B.6, the Executive shall be entitled to receive
his base salary for the remaining term of this
Agreement under Section II.A or two (2) years,
whichever period shall be greater (the "Continued
Compensation Period") plus, for each year in the
Continued Compensation Period, a bonus equal to the
highest annual bonus paid to the Executive for any
preceding calendar year, prorated for any partial
years, plus prorated vacation pay for the Continued
Compensation Period and expense reimbursement through
the Termination Date. In addition, if permitted under
LORECOM's group health, life and disability insurance
coverage, Executive shall be entitled to continuation
of Executive's coverage thereunder (subject to such
changes in coverage as shall apply to LORECOM's
employees generally) for the one (1) year period
after the Termination Date at the cost of LORECOM or
if not so permitted, payment by LORECOM of the
premiums for group health insurance coverage
otherwise payable by Executive under the Consolidated
Omnibus Budget Reconciliation Act of 1985 ("COBRA").
It shall be a condition to Executive's right to
receive the payments described above that Executive
shall be in compliance with all of Executive's
obligations which survive termination hereof,
including without limitation those arising under
Article IV hereof, and Executive is not otherwise
receiving health insurance from another employer. In
addition, upon the Executive's termination, LORECOM
shall assign to the Executive the life insurance
policy described in Section III.F, except that, in
the event that the life insurance policy is part of a
group-term life insurance plan, LORECOM shall convert
the Executive's coverage thereunder into an
individual life insurance policy. The Executive
agrees that following the assignment of a life
insurance policy under this Section, the premiums
under any such insurance policy shall be paid by the
Executive. Thereafter, LORECOM and its Affiliates
shall have no further obligations to Executive,

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<PAGE> 6

except as expressly provided otherwise pursuant to
the terms of any pension and welfare benefit plans
Executive is a participant in.

2. If Executive's employment is terminated during the
Employment Term by reason of death, LORECOM shall pay
to Executive's estate Executive's base salary for the
Continued Compensation Period, and any bonus for the
bonus period in which the Termination Date occurs
allocable to the period prior to the Termination
Date. Thereafter, LORECOM and its Affiliates shall
have no further obligations to Executive, except as
expressly provided otherwise pursuant to the terms of
any pension and welfare benefit plans Executive is a
participant in.

3. If Executive's employment is terminated by LORECOM
for Cause or as a result of a Voluntary Termination,
LORECOM shall pay Executive his base salary for a
period of one year after the Termination Date in the
Notice of Termination. In addition, if permitted
under LORECOM's group health, life and disability
insurance coverage, Executive shall be entitled to
continuation of Executive's coverage thereunder
(subject to such changes in coverage as shall apply
to LORECOM's employees generally) for the one (1)
year period after the Termination Date at the cost of
LORECOM or if not so permitted, payment by LORECOM of
the premiums for group health insurance coverage
otherwise payable by Executive under COBRA.
Thereafter, LORECOM and its Affiliates shall have no
further obligations to pay compensation under this
Agreement.

E. No Offset/No Mitigation of Damages. Notwithstanding anything
herein to the contrary, Executive shall have no obligation to
mitigate or seek other employment with respect to the payments
and benefits under this Agreement. LORECOM shall be obligated
to make the payments pursuant to this Section regardless of
any other employment.

III. COMPENSATION AND BENEFITS

A. Compensation.

1. During the Employment Term, LORECOM shall pay
Executive such salary and benefits as shall be agreed
upon each year between Executive and LORECOM. For the
first year of the Employment Term, LORECOM shall pay
Executive a base salary of One Hundred Ten Thousand
Dollars ($110,000.00) per year. LORECOM shall review
Executive's salary at least annually, and as a result
of such review, can not reduce the Executive's base
salary without his consent.

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<PAGE> 7

2. LORECOM will, in addition to Executive's base salary,
pay Executive bonuses with respect to each calendar
year in the Employment Term up to the amount and
based upon the formula set forth in Exhibit A
attached hereto. The bonus payable hereunder shall be
paid within seventy-five (75) days of the end of the
applicable calendar year, unless LORECOM elects to
pay such amounts at an earlier time.

3. LORECOM will pay Executive a Ten Thousand Dollar
($10,000) bonus upon closing its initial public
offering.

B. Payment. All compensation shall be payable in intervals in
accordance with the general payroll payment practice of
LORECOM, but not less frequently than monthly. The
compensation shall be subject to such withholdings and
deductions by LORECOM as are required by law.

C. Business Expenses.

1. Reimbursement. LORECOM shall reimburse the Executive
for all reasonable, ordinary, and necessary business
expenses incurred by him in connection with the
performance of his duties hereunder, including, but
not limited to, ordinary and necessary travel
expenses, entertainment expenses and expenses
necessary to maintain his professional
certifications. The reimbursement of business
expenses will be governed by the policies for
LORECOM, and the terms otherwise set forth herein. In
addition, LORECOM shall reimburse the Executive for
reasonable country club dues and automobile expenses
not to exceed $500 for one automobile.

2. Accounting. The Executive shall provide LORECOM with
an accounting of his expenses, which accounting shall
clearly reflect which expenses were incurred for
proper business purposes in accordance with the
policies adopted by LORECOM, and as such are
reimbursable by LORECOM. The Executive shall provide
LORECOM with such other supporting documentation and
other substantiation of reimbursable expenses as will
conform to Internal Revenue Service or other
requirements. All such reimbursements shall be
payable by LORECOM to the Executive within a
reasonable time, but not more than 30 days, after
receipt by LORECOM of appropriate documentation
therefor.

D. Other Benefits. Except as otherwise provided herein, Executive
shall be entitled to participate in any retirement, pension,
profit-sharing, stock option, health plan, dental, vacation
and welfare or any other benefit plan or plans of LORECOM
which may now or hereafter be in effect for which all
employees of LORECOM performing comparable duties are
eligible, subject to the terms of such plans. In determining
the

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<PAGE> 8

E. Vacation. Executive shall be entitled to up to four (4) weeks
of non-accruing paid vacation in each calendar year during the
Employment Term, provided however, that the Executive's 1999
calendar year vacation shall be prorated for the portion of
the calendar year remaining after the date hereof.

F. Life Insurance. LORECOM shall provide to Executive, at no cost
to Executive (other than taxes on the premiums paid by
LORECOM), term life insurance on the life of Executive for the
benefit of Executive's designated beneficiaries in the amount
of One Million Dollars ($1,000,000); provided however, if the
amount of the annual premium on such policy exceeds Two
Thousand Dollars ($2,000), the Executive shall reimburse
LORECOM for such excess.

G. Disability. LORECOM shall provide to Executive, at no cost to
Executive, a separate or group long-term disability policy
that provides an annual benefit in the amount provided to any
other executive officer of LORECOM.

IV. CONFIDENTIALITY AND NON-COMPETE AGREEMENT

A. Non-Disclosure of Confidential Information. Executive hereby
acknowledges and agrees that the duties and services to be
performed by Executive under this Agreement are special and
unique and that Executive has and will acquire, develop and
use information of a special and unique nature and value that
is not generally known to the public or to LORECOM's industry
including, but not limited to, certain records, secrets,
documentation, software programs, price lists, ledgers and
general information, employee records, mailing lists customer
lists, customer profiles, prospective customer lists, accounts
receivable and payable ledgers, financial and other records of
LORECOM or its Affiliates, information regarding their
customers or principals, and other similar matters (all such
information being hereinafter referred to as "Confidential
Information"). Executive further acknowledges and agrees that
the Confidential Information is of great value to LORECOM and
its Affiliates and that the restrictions and agreements
contained in this Agreement are reasonably necessary to
protect the Confidential Information and the goodwill of
LORECOM. Accordingly, Executive hereby agrees that:

-8-
<PAGE> 9

2. Upon the termination of his Employment Term for any
reason whatsoever, Executive shall deliver or cause
to be delivered to LORECOM any and all Confidential
Information, including drawings, notebooks, keys,
data and other documents and materials belonging to
LORECOM or its Affiliates which is in his possession
or under his control relating to LORECOM or its
Affiliates, or the Business of LORECOM (as defined
herein), regardless of the medium upon which it is
stored, and will deliver to LORECOM upon such
termination of employment any other property of
LORECOM or its Affiliates which is in his possession
or under his control.

B. Restrictive Covenants.

1. Non-Competition Covenant.

(a) Executive acknowledges that the covenants
set forth in this Article IV are reasonable
in scope and essential to the preservation
of LORECOM. Executive also acknowledges that
the enforcement of the covenant set forth in
this Section IV.B. will not preclude
Executive from being gainfully employed in
such manner and to the extent as to provide
a standard of living for himself, the
members of his family and the others
dependent upon him of at least the level to
which he and they have become accustomed and
may expect. In addition, Executive
acknowledges that LORECOM and its Affiliates
have obtained an advantage over their
competitors as a result of their names,
locations and reputations that are
characterized by near permanent
relationships with customers, principals and
other contacts which they have developed at
great expense. Furthermore, Executive
acknowledges that competition by him
following the termination or expiration of
the Employment Term would impair the
operation of LORECOM and/or its Affiliates
beyond that which would arise from the
competition of an unrelated third party with
similar skills.

(b) Executive hereby agrees that he shall not,
during the period of this Agreement or for a
period during which he is being paid or has
been paid pursuant to the termination
provisions of this Agreement, directly or
indirectly, engage in or become directly or
indirectly interested in any proprietorship,
partnership, firm, trust, corporation,
limited liability company or other entity,
other than LORECOM or any

-9-
<PAGE> 10

2. Non-Solicitation Covenant. Executive hereby covenants
and agrees that during a period which is the greater
of five (5) years from the date of this Agreement or
two (2) years following the end of the Employment
Term, he shall not: (i) solicit for the purpose of
selling goods and/or services competitive with or
similar to those offered by LORECOM or its Affiliates
during the Employment Term or endeavor to entice away
from LORECOM or any Affiliate any person, firm,
corporation, limited liability company or other
entity that was a customer of LORECOM or any
Affiliate at any time during his Employment Term;
(ii) induce, attempt to induce or hire any employee
(or any person who was an employee during the year
preceding the date of any solicitation) of LORECOM or
any Affiliate to leave the employ of LORECOM or any
Affiliate, or in any way interfere with the
relationship between any such employee and LORECOM or
any Affiliate; or (iii) directly or indirectly cause
any person that is a party to an agreement with
LORECOM or any Affiliate (including, but not limited
to, license, supply or sales contracts or
agreements), to terminate such agreements, not renew
such agreements when they expire or enter into
another similar agreement with another person or
entity. If the Employment Term is terminated by
LORECOM without Cause or by Executive for Good
Reason, the non-solicitation covenant set forth in
this Section IV.B.2. shall only apply for a period
which is two (2) years after the end of the
Employment Term.

-10-
<PAGE> 11

C. Remedies.

1. Injunctive Relief. Executive expressly acknowledges
and agrees that the business of LORECOM is highly
competitive and that a violation of any of the
provisions of Sections IV.A. or B. would cause
immediate and irreparable harm, loss and damage to
LORECOM and/or Affiliates not adequately compensable
by a monetary award. Executive further acknowledges
and agrees that the time periods and territorial
areas provided for herein are the minimum necessary
to adequately protect the business of LORECOM, the
enjoyment of the Confidential Information, the
goodwill of LORECOM, and/or Affiliates and the
enjoyment of the assets and business of LORECOM.
Without limiting any of the other remedies available
to LORECOM or any Affiliate at law or in equity, or
the right or ability of LORECOM, and/or Affiliates to
collect money damages, Executive agrees that any
actual or threatened violation of any of the
provisions of Sections IV.A. or B. may be immediately
restrained or enjoined by any court of competent
jurisdiction, and that a temporary restraining order
or emergency, preliminary or final injunction may be
issued in any court of competent jurisdiction, upon
twenty-four (24) hour notice and without bond.
Notwithstanding anything to the contrary contained in
this Agreement, the provisions of this Section shall
survive the termination of the Employment Term.

2. Enforcement. It is the desire of the parties that the
provisions of Sections IV.A. or B. be enforced to the
fullest extent permissible under the laws and public
policies in each jurisdiction in which enforcement
might be sought. Accordingly, if any particular
portion of Sections IV.A. or B. shall ever be
adjudicated as invalid or unenforceable, or if the
application thereof to any party or circumstance
shall be adjudicated to be prohibited by or
invalidated by such laws or public policies, such
section or sections shall be (i) deemed amended to
delete therefrom such portions so adjudicated or (ii)
modified as determined appropriate by such a court,
such deletions or modifications to apply only with
respect to the operation of such section or sections
in the particular jurisdictions so adjudicating on
the parties and under the circumstances as to which
so adjudicated.

V. MISCELLANEOUS

A. Notices. All notices or other communications required or
permitted hereunder shall be in writing and shall be deemed
given, delivered and received (a) when delivered, if delivered
personally, (b) three days after mailing, when sent by
registered or certified mail, return receipt requested and
postage prepaid, (c) one business day after delivery to a
private courier service, when delivered to a private courier
service providing documented overnight service, and (d) on the
date of delivery if delivered by telecopy, receipt confirmed,
provided that a confirmation copy is sent on the next business
day by first class mail, postage prepaid, in each case
addressed as follows:

-11-
<PAGE> 12

To Executive at his home address.

With a copy to: [ ]

To LORECOM at: LORECOM Technologies, Inc.
12101 N. Meridian
Oklahoma City, OK 73120
Fax: (405) 516-2345

Any party may change its address for purposes of this paragraph by giving the
other party within notice of the new address in the manner set forth above.

B. Entire Agreement; Amendments, Etc. This Agreement contains the
entire agreement and understanding of the parties hereto, and
supersedes all prior agreements and understandings relating to
the subject matter thereof. Except as provided herein, no
modification, amendment, waiver or alteration of this
Agreement or any provision or term hereof shall in any event
be effective unless the same shall be in writing, executed by
both parties hereto, and any waiver so given shall be
effective only in the specific instance and for the specific
purpose for which given.

C. Benefit. This Agreement shall be binding upon, and inure to
the benefit of, and shall be enforceable by, the heirs,
successors, legal representatives and permitted assignees of
Executive and the successors, assignees and transferees of
LORECOM. This Agreement or any right or interest hereunder may
not be assigned by Executive without the prior written consent
of LORECOM.

D. No Waiver. No failure or delay on the part of any party hereto
in exercising any right, power or remedy hereunder or pursuant
hereto shall operate as a waiver thereof; nor shall any single
or partial exercise of any such right, power or remedy
preclude any other or further exercise thereof or the exercise
of any other right, power or remedy hereunder or pursuant
thereto.

E. Severability. Wherever possible, each provision of this
Agreement shall be interpreted in such manner as to be
effective and valid under applicable law but, if any provision
of this Agreement shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating
the remainder of such provision or the remaining provisions of
this Agreement. If any part of any covenant or other provision
in this Agreement is determined by a court of law to be overly
broad thereby making the covenant unenforceable, the parties
hereto agree, and it is their desire, that the court shall
substitute a judicially enforceable limitation in its place,
and that as so modified the covenant shall be binding upon the
parties as if originally set forth herein.

-12-
<PAGE> 13

F. Compliance and Headings. Time is of the essence of this
Agreement. The headings in this Agreement are intended to be
for convenience and reference only, and shall not define or
limit the scope, extent or intent or otherwise affect the
meaning of any portion hereof.

G. Governing Law. The parties agree that this Agreement shall be
governed by, interpreted and construed in accordance with the
laws of the State of Oklahoma, without regard to the rules
governing conflicts of law. The parties agree that any suit,
action or proceeding pertaining to this Agreement shall be
brought in the courts of the State of Oklahoma or in the U.S.
District Court for the Northern District of Oklahoma. The
parties hereto hereby accept the exclusive jurisdiction of
those courts for the purpose of any such suit, action or
proceeding. Venue for any such action, in addition to any
other venue permitted by statute, will be Oklahoma.

H. Indemnification. LORECOM shall indemnify and hold Executive
harmless to the fullest extent permitted by law and under the
certificate of incorporation or bylaws of LORECOM, as, to and
from any and all costs, expenses (including reasonable
attorneys' fees, which shall be paid in advance by LORECOM,
subject to recoupment in accordance with applicable law) or
damages incurred by Executive as a result of any claim, suit,
action or judgment arising out of the activities of LORECOM or
any Affiliate or the Executive's activities as an employee,
officer or director of LORECOM or any Affiliate. This
provision shall survive the termination of this Agreement.

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

J. Recitals. The Recitals set forth above are hereby incorporated
in and made a part of this Agreement by this reference.

IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed and delivered as of the day and year first above
written.

LORECOM TECHNOLOGIES, INC.

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

EXECUTIVE

--------------------------------------

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<PAGE> 14

EXHIBIT A

ANNUAL BONUS

-14-

<PAGE> 1
EXHIBIT 10.6

LORECOM TECHNOLOGIES, INC.

DEFERRED STOCK COMPENSATION PLAN

ARTICLE I

PURPOSE AND EFFECTIVE DATE

1.1 Purpose. The LORECOM Technologies, Inc. Deferred Stock Compensation
Plan (the "Plan") is intended to advance the interests of the Company and its
shareholders by providing a means to attract and retain highly-qualified persons
to serve as Officers and Directors and to promote ownership by Officers and
Directors of a greater proprietary interest in the Company, thereby aligning
such interests more closely with the interests of shareholders of the Company.

1.2 Effective Date. This Plan shall become effective on the IPO Date.

ARTICLE II

DEFINITIONS

The following terms shall be defined as set forth below:

2.1 "Board" means the Board of Directors of the Company.

2.2 "Compensation" means all or part of the cash remuneration payable
to an Officer in his or her capacity as an Officer.

2.3 "Committee" means the Compensation Committee of the Board.

2.4 "Company" means LORECOM Technologies, Inc., an Oklahoma
corporation, or any successor thereto.

2.5 "Deferral Date" means the date Fees or Compensation would otherwise
have been paid to the Participant.

2.6 "Director" means any individual who is a member of the Board.

2.7 "Fair Market Value" of the Shares on a given date shall be based
upon either (i) if the Shares are listed on a national securities exchange or
quoted in an interdealer quotation system, the last sales price or, if
unavailable, the average of the closing bid and asked prices per share of the
Shares on such date (or, if there was no trading or quotation in the Shares on
such date, on the next preceding date on which there was trading or quotation)
as provided by one of such organizations or (ii) if the

<PAGE> 2

Shares are not listed on a national securities exchange or quoted in an
interdealer quotation system, the price will be equal to the Company's fair
market value, as determined by the Committee in good faith based upon the best
available facts and circumstances at the time.

2.8 "Fees" means all or part of any retainer and/or fees payable to a
Director in his or her capacity as a Director.

2.9 "IPO Date" shall mean the date of closing of the initial public
offering of the Company's Shares.

2.10 "Officer" means any person so designated by the Board.

2.11 "Participant" means a Director or Officer who defers Fees or
Compensation under Article VI of this Plan.

2.12 "Secretary" means the Corporate Secretary or any Assistant
Corporate Secretary of the Company.

2.13 "Shares" means shares of the common stock of the Company, par
value $.01 per share, or of any successor corporation or other legal entity
adopting this Plan.

2.14 "Stock Units" means the credits to a Participant's Stock Unit
Account under Article VI of this Plan, each of which represents the right to
receive one Share upon settlement of the Stock Unit Account.

2.15 "Stock Unit Account" means the bookkeeping account established by
the Company pursuant to Section 6.4.

2.16 "Termination Date" means the date the Plan terminates pursuant to
Section 11.8.

2.17 "Termination of Service" means termination of service as a
Director or Officer in any of the following circumstances:

(a) Where the Participant voluntarily resigns or retires;

(b) Where a Director is not re-elected (or elected in the case of
an appointed Director) to the Board by the share holders, or an Officer is not
re-elected as an Officer by the Board;

(d) where a Director is removed by the Board in accordance with
the provisions of the Company's Bylaws; or

-2-
<PAGE> 3

(e) where an Officer's employment is terminated by the Company.

ARTICLE III

SHARES AVAILABLE UNDER THE PLAN

Subject to adjustment as provided in Article X, the maximum number of
Shares that may be distributed in settlement of Stock Unit Accounts under this
Plan shall not exceed 50,000. Such Shares may include authorized but unissued
Shares or treasury Shares.

ARTICLE IV

ADMINISTRATION

4.1 This Plan shall be administered by the Board's Compensation
Committee, or such other committee or individual as may be designated by the
Board. Notwithstanding the foregoing, no Director who is a Participant under
this Plan shall participate in any determination relating solely or primarily to
his or her own Shares, Stock Units or Stock Unit Account.

4.2 It shall be the duty of the Committee to administer this Plan in
accordance with its provisions and to make such recommendations of amendments
or otherwise as it deems necessary or appropriate.

4.3 The Committee shall have the authority to make all determinations
it deems necessary or advisable for administering this Plan, subject to the
limitations in Section 4.1 and other explicit provisions of this Plan.

ARTICLE V

ELIGIBILITY

Each Director and Officer of the Company shall be eligible to defer
Fees and Compensation under Article VI of this Plan.

ARTICLE VI

DEFERRAL ELECTIONS IN LIEU OF CASH PAYMENTS

6.1 General Rule. Each Director or Officer may, in lieu of receipt of
Fees or Compensation, defer such Fees or Compensation in accordance with this
Article VI.

6.2 Timing of Election. Each eligible Director or Officer who wishes to
defer Fees or Compensation under this Plan must make a written election prior to
the calendar year for which

-3-
<PAGE> 4

the Fees or Compensation would otherwise be paid; provided, however, that with
respect to (a) any election made by a newly-elected or appointed Director or
Officer ("New Participant Elections") and (b) any elections made by Directors or
Officers with respect to Fees or Compensation paid on or after the Effective
Date ("1999 Elections"), the following special rules shall apply: (i) with
respect to any New Participant Elections, any such New Participant Elections may
be made prior to the first Deferral Date after election or appointment, and (ii)
with respect to any 1999 Elections, such elections shall be made prior to the
Effective Date and shall be effective for any Fees paid on or after the
Effective Date. An election by a Director or an Officer shall be deemed to be
continuing and therefore applicable to Fees or Compensation to be paid in the
future unless the Director or Officer revokes or changes such election by filing
a new election form by the due date for such form as specified in this Section
6.2.

6.3 Form of Election. An election shall be made in a manner
satisfactory to the Secretary. Generally, an election shall be made by
completing and filing the specified election form with the Secretary of the
Company within the period described in Section 6.2. At minimum, the form shall
require the Director or Officer to specify the following:

(a) a percentage (for Directors in 25% increments, and for
Officers in 5% increments), not to exceed an aggregate of 100% of the Fees or
Compensation to be deferred under this Plan; and

(b) the manner of settlement in accordance with Section 7.2.

6.4 Establishment of Stock Unit Account. The Company will establish a
Stock Unit Account for each Participant. All Fees or Compensation deferred
pursuant to this Article VI shall be credited to the Participant's Stock Unit
Account as of the Deferral Date and converted to Stock Units as follows: (i)
with regard to a Director, the number of Stock Units shall equal the deferred
Fees divided by the Fair Market Value of a Share on the Deferral Date, with
fractional units calculated to three (3) decimal places; and (ii) with respect
to an Officer, the number of Stock Units shall equal the deferred Compensation
divided by the Fair Market Value of a Share on the first business day of the
calendar quarter following the Deferral Date, with frational units calculated to
three (3) decimal places.

6.5 Credit of Dividend Equivalents. As of each dividend payment date
with respect to Shares, each Participant shall have credited to his or her Stock
Unit Account an additional number of Stock Units equal to: the per-share cash
dividend payable with respect to a Share on such dividend payment date
multiplied by the number of Stock Units held in the Stock Unit

-4-
<PAGE> 5

Account as of the close of business on the record date for such dividend divided
by the Fair Market Value of a Share on such dividend payment date. If dividends
are paid on Shares in a form other than cash, then such dividends shall be
notionally converted to cash, if their value is readily determinable, and
credited in a manner consistent with the foregoing and, if their value is not
readily determinable, shall be credited "in kind" to the Participant's Stock
Unit Account.

ARTICLE VII

SETTLEMENT OF STOCK UNITS

7.1 Settlement of Account. The Company will settle a Participant's
Stock Unit Account in the manner described in Section 7.2 as soon as
administratively feasible following the earlier of (i) notification of such
Participant's Termination of Service or (ii) the Termination Date.

7.2 Payment Options. An election filed under Article VI shall specify
whether the Participant's Stock Unit Account is to be settled by delivering to
the Participant (or his or her beneficiary) the number of Shares equal to the
number of whole Stock Units then credited to the Participant's Stock Unit
Accounts, in (a) a lump sum, or (b) substantially equal annual installments over
a period not to exceed three (3) years. If, upon lump sum distribution or final
distribution of an installment, less than one whole Stock Unit is credited to a
Participant's Stock Unit Account, cash will be paid in lieu of fractional shares
on the date of such distribution.

7.3 Continuation of Dividend Equivalents. If payment of Stock Units is
deferred and paid in installments, the Participant's Stock Unit Account shall
continue to be credited with dividend equivalents as provided in Section 6.5.

7.4 In Kind Dividends. If any "in kind" dividends were credited to the
Participant's Stock Unit Account under Section 6.5, such dividends shall be
payable to the Participant in full on the date of the first distribution of
Shares under Section 7.2.

ARTICLE VIII

UNFUNDED STATUS

The interest of each Participant in any Fees or Compensation deferred
under this Plan (and any Stock Units or Stock Unit Account relating thereto)
shall be that of a general creditor of the Company. Stock Unit Accounts, and
Stock Units (and, if any, "in kind" dividends) credited thereto, shall at all
times be maintained by the Company as bookkeeping entries evidencing unfunded
and unsecured general obligations of the Company.

-5-
<PAGE> 6

ARTICLE IX

DESIGNATION OF BENEFICIARY

Each Participant may designate, on a form provided by the Committee,
one or more beneficiaries to receive the Shares described in Section 7.2 in the
event of such Participant's death. The Company may rely upon the beneficiary
designation last filed with the Committee, provided that such form was executed
by the Participant or his or her legal representative and filed with the
Committee prior to the Participant's death.

ARTICLE X

ADJUSTMENT PROVISIONS

In the event any recapitalization, reorganization, merger,
consolidation, spin-off, combination, repurchase, exchange of shares or other
securities of the Company, stock split or reverse split, or similar corporate
transaction or event affects Shares such that an adjustment is determined by the
Board or Committee to be appropriate to prevent dilution or enlargement of
Participants' rights under this Plan, then the Board or Committee will, in a
manner that is proportionate to the change to the Shares and is otherwise
equitable, adjust the number or kind of Shares to be delivered upon settlement
of Stock Unit Accounts under Article VII.

ARTICLE XI

GENERAL PROVISIONS

11.1 No Right to Continue as an Officer or Director. Nothing contained
in this Plan will confer upon any Participant any right to continue to serve as
an Officer or Director.

11.2 No Shareholder Rights Conferred. Nothing contained in this Plan
will confer upon any Participant any rights of a shareholder of the Company
unless and until Shares are in fact issued or transferred to such Participant in
accordance with Article VII.

11.3 Change to the Plan. The Board may amend, alter, suspend,
discontinue, extend, or terminate the Plan without the consent of the
Participants; provided, however, that, without the consent of an affected
Participant, no such action may materially impair the rights of such Participant
with respect to any Stock Units credited to his or her Stock Unit Account.

11.4 Consideration; Agreements. The consideration for Shares issued or
delivered in lieu of payment of Fees or Compensation will be the service of the
Officer or Director during the

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<PAGE> 7

period to which the Fees or Compensation paid in the form of Shares related.

11.5 Compliance with Laws and Obligations. The Company will not be
obligated to issue or deliver Shares in connection with this Plan in a
transaction subject to the registration requirements of the Securities Act of
1933, as amended, or any other federal or state securities law, any requirement
under any listing agreement between the Company and any national securities
exchange or auto mated quotation system or any other laws, regulations, or
contractual obligations of the Company, until the Company is satisfied that
such laws, regulations, and other obligations of the Company have been complied
with in full. Certificates representing Shares delivered under the Plan will be
subject to such stop-transfer orders and other restrictions as may be applicable
under such laws, regulations, and other obligations of the Company, including
any requirement that a legend or legends be placed thereon.

11.6 Limitations on Transferability. Stock Units and any other right
under the Plan will not be transferable by a Participant except by will or the
laws of descent and distribution (or to a designated beneficiary in the event of
a Participant's death).

11.7 Governing Law. The validity, construction, and effect of the Plan
and any agreement hereunder will be determined in accordance with the laws of
the State of Oklahoma, without giving effect to principles of conflicts of laws,
and applicable federal law.

11.8 Plan Termination. Unless earlier terminated by action of the
Board, the Plan will remain in effect until the earlier of (i) such time as no
Shares remain available for delivery under the Plan and the Company has no
further rights or obligations under the Plan or (ii) June 30, 2004.

-7-

<PAGE> 1
EXHIBIT 10.7

LORECOM TECHNOLOGIES, INC.

1999 LONG-TERM INCENTIVE PLAN

<PAGE> 2

LORECOM TECHNOLOGIES, INC.

1999 LONG-TERM INCENTIVE PLAN

INDEX

<TABLE>
<CAPTION>
SECTION DESCRIPTION
- ------- -----------

<S> <C>
1 Purpose of the Plan

2 Definitions

3 Types of Awards Covered

4 Administration

5 Eligibility

6 Shares of Stock Subject to the Plan

7 Stock Options

8 Stock Appreciation Rights

9 Restricted Stock

10 Performance Awards

11 Other Stock-Based Incentive Awards

12 Exercise of Options

13 Rights in Event of Death or Disability

14 Award Agreements

15 Tax Withholding

16 Change of Control

17 Dilution or Other Adjustment

18 Transferability

19 Amendment or Termination

20 General Provisions

21 Plan Effective Date

22 Plan Termination
</TABLE>

<PAGE> 3

LORECOM TECHNOLOGIES, INC.

1999 LONG-TERM INCENTIVE PLAN

SECTION 1

PURPOSE OF THE PLAN

1.1 The LORECOM Technologies, Inc. 1999 Long-term Incentive Plan (the "Plan"),
maintained by LORECOM Technologies, Inc., is intended to motivate persons
eligible to participate in the Plan to enhance shareholder value by offering
incentives to participants who are primarily responsible for the growth of the
Company and to attract and retain qualified employees.

SECTION 2

DEFINITIONS

2.1 Unless the context indicates otherwise, the following terms, when used in
this Plan, shall have the meanings set forth in this Section:

(a) "AWARD" shall mean grants or awards under this Plan in the form of
Options, SARs, Restricted Stock, Performance Awards or other stock-based
incentive awards.

(b) "BOARD" shall mean the Board of Directors of the Company.

(c) "CHANGE OF CONTROL" shall be deemed to have taken place on an
occurrence of an event as defined in Section 16 of this Plan.

(d) "CODE" shall mean the Internal Revenue Code of 1986 as it may be
amended from time to time and related Treasury Regulations.

<PAGE> 4

(e) "COMMITTEE" shall mean the Board, or any Committee comprised of
two or more Outside Directors, that may be designated by the Board to administer
the Plan, in accordance with Section 4 hereof.

(f) "COMMON STOCK" shall mean the common stock, par value $.01, of the
Company.

(g) "COMPANY" shall mean LORECOM Technologies, Inc.

(h) "DEFERRED SHARES" an award made pursuant to Section 11 of the Plan
of the right to receive Common Stock in lieu of cash thereof at the end of a
specified time period.

(i) "DIRECTOR" shall mean any member of the Board.

(j) "DISABILITY" shall mean permanent and total disability within the
meaning of Section 22(e)(3) of the Code.

(k) "EMPLOYEE" shall mean any full-time employee of the Company or its
Subsidiaries (including Directors who are otherwise employed on a full-time
basis by the Company or its Subsidiaries).

(l) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934 as
it may be amended from time to time.

(m) "FAIR MARKET VALUE" of the Common Stock on a given date shall be
based upon either (i) if the Common Stock is listed on a national securities
exchange or quoted in an interdealer quotation system, the last sales price, or,
if unavailable, the average of the closing bid and asked prices per share of the
Common Stock on such date (or, if there was no trading or quotation in the
Common Stock on such date, on the next preceding date on which there was trading
or quotation) as provided by one of such organizations or (ii) if the Common
Stock is not listed on a national securities exchange or quoted in an
interdealer quotation system, the price will be equal to the Company's fair
market value, as determined by the Committee in good faith based upon the best
available facts and circumstances at the time.

-2-

<PAGE> 5

(n) "GRANTEE" shall mean a person granted an Award under the Plan.

(o) "IMMEDIATE FAMILY" shall mean with respect to a given Grantee that
Grantee's spouse, children, or grandchildren (including adopted children or
grandchildren).

(p) "IPO DATE" shall mean the date of closing of the initial public
offering of the Company's Common Stock.

(q) "ISO" shall mean an Award granted pursuant to the Plan to purchase
shares of the Stock and is intended to qualify as an incentive stock option
under Section 422 of the Code, as now or hereafter constituted.

(r) "NON-EMPLOYEE DIRECTOR" shall mean a Director of the Company who
is not an Employee nor has been an Employee at any time during the prior
one-year period.

(s) "NQSO" shall mean an Award granted pursuant to the Plan to
purchase shares of stock and is not intended to qualify as an incentive stock
option under Section 422 of the Code, as now or hereafter constituted.

(t) "OPTIONS" shall mean stock options to purchase shares of Common
Stock at an exercise price established by the Committee. Options may be either
NQSOs or ISOs issued under and subject to the Plan.

(u) "OUTSIDE DIRECTOR" shall mean a director qualified to administer
this Plan as defined in Section 162(m) of the Code and the regulations
thereunder.

(v) "PERFORMANCE AWARDS" shall mean Awards under the Plan, payable in
cash, Common Stock, other securities or other awards and shall confer on the
holder thereof the right to receive payments upon the achievement of such
performance goals during such performance periods as the Committee shall
establish.

(w) "PERMITTED TRANSFEREE" shall mean any individual or entity as
defined in Section 18.2 of this Plan.

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<PAGE> 6

(x) "PLAN" shall mean this LORECOM Technologies, Inc. 1999 Long-term
Incentive Plan as set forth herein and as amended from time to time.

(y) "RESTRICTED STOCK" shall mean an Award of Common Stock subject to
restrictions on transfer and/or such other restrictions on incidents of
ownership as the Committee may determine.

(z) "SAR" shall mean an Award constituting the right to receive, upon
surrender of the right, but without payment, an amount payable in cash.

(aa) "SUBSIDIARY or SUBSIDIARIES" shall mean any entity or entities in
which the Company owns a majority of the voting power.

(bb) "TEN PERCENT SHAREHOLDER" shall mean any Grantee who owns more
than 10% of the combined voting power of all classes of stock of the Company,
within the meaning of Section 422 of the Code.

SECTION 3

TYPES OF AWARDS COVERED

3.1 Awards granted under the Plan may be:

(a) Options, which may be designated as:

(i) NQSOs; or

(ii) ISOs;

(b) SARs;

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<PAGE> 7

(d) Performance Awards; or

(e) other forms of stock-based incentive awards.

SECTION 4

ADMINISTRATION

4.1 The Plan shall be administered by the Committee, each Director of whom shall
be ineligible to participate in the Plan and shall otherwise qualify as an
Outside Director. Subject to the provisions of the Plan and applicable law, the
Committee shall have full discretion and the exclusive power to:

(a) select the Participants who will participate in the Plan and to
make Awards to such Participants;

(b) determine the time at which such Awards shall be granted;

(d) determine the form of an Award, the number of shares of Common
Stock subject to the Award, all the terms, conditions (including performance
requirements), restrictions and/or limitations, if any, of an Award, including
the time and conditions of exercise or vesting, and the terms of any Award
Agreement, which may include the waiver or amendment of prior terms and
conditions or acceleration or early vesting or payment of an Award under certain
circumstances determined by the Committee;

(e) determine whether Awards will be granted singly or in combination;

(f) accelerate the vesting, exercise or payment of an Award or the
performance period of an Award when such action or actions would be in the best
interest of the Company; and

(g) take any and all other action it deems necessary or advisable for
the proper operation or administration of the Plan.

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<PAGE> 8

4.2 The Committee in its sole discretion shall have the authority, subject to
the provisions of the Plan, to establish, adopt, or revise such rules and
regulations and to make all such determinations relating to the Plan as it may
deem necessary or advisable for the administration of the Plan. The Committee's
interpretation of the Plan or any Awards granted pursuant thereto and all
decisions and determinations by the Committee with respect to the Plan shall be
final, binding, and conclusive on all parties.

4.3 The Committee may employ such legal counsel, consultants, and agents as it
may deem desirable for the administration of the Plan and may rely upon any
opinion received from any such counsel or consultant and any computation
received from any such consultant or agent. The Committee shall keep minutes of
its actions under the Plan.

4.4 Except to the extent prohibited by applicable law or the applicable rules of
a stock exchange, the Committee may allocate all or any portion of its
responsibilities and powers to any one or more of its members and may delegate
all or any part of its responsibilities and powers to any person or persons
selected by it. Any such allocation or delegation may be revoked by the
Committee at any time.

4.5 No member of the Board of Directors or the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
Awards granted hereunder. All members of the Committee shall be fully protected
by the Company in respect to any such action, determination or interpretation.

SECTION 5

ELIGIBILITY

5.1 The individuals who shall be eligible to participate in the Plan shall be
officers, management, and such other key Employees or key consultants of the
Company and Subsidiaries as the Committee may from time to time determine.

5.2 Directors of the Company who are not excluded from participation under
Section 4 shall be eligible to participate in the Plan subject to other
provisions of the Plan.

5.3 A Participant who has been granted an Award in one year shall not
necessarily be entitled to be granted Awards in subsequent years.

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<PAGE> 9

SECTION 6

SHARES OF STOCK SUBJECT TO THE PLAN

6.1 Awards may be granted with respect to the Common Stock of the Company.

6.2 Shares delivered upon exercise of the Awards, at the election of the Board
of Directors of the Company, may be Common Stock that is authorized but
previously unissued, or stock reacquired by the Company, or both.

6.3 Subject to the provisions of Section 17, the maximum number of Shares
available for issuance under the Plan shall be at least 450,000; provided that,
the maximum number of shares of Common Stock for which ISOs may be granted under
the Plan shall not exceed 400,000 Shares (which number is subject to adjustment
as provided in Section 17.2).

6.4 Any shares of Common Stock subject to an Award under the Plan, which Award
for any reason expires, is cancelled or is terminated unexercised as to such
shares, shall again be available for the grant of other Awards under the Plan;
provided, however, that forfeited Common Stock or other securities shall not be
available for further Awards if the Grantee has realized any benefits of
ownership from such Common Stock.

SECTION 7

STOCK OPTIONS

7.1 The Committee may grant Options, as follows, which shall be evidenced by a
stock option agreement and may be designated as (i) NQSOs or (ii) ISOs:

(a) NQSOS

(i) An NQSO is a right to purchase a specified number of
shares of Common Stock during such time as the
Committee may determine, not to exceed ten years, at
a price determined by the Committee.

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<PAGE> 10

(ii) The purchase price of the Common Stock subject to the
NQSO may be paid in cash. At the discretion of the
Committee, the purchase price may also be paid by the
tender of Common Stock or through a combination of
Common Stock and cash or through such other means as
the Committee determines are consistent with the
Plan's purpose and applicable law. No fractional
shares of Common Stock will be issued or accepted.

(iii) No NQSO may be exercised more than ten years after
the date the NQSO is granted.

(iv) The Committee may permit the person exercising the
NQSO, either on a selective or aggregate basis, to
simultaneously exercise the NQSO and sell the shares
of Common Stock acquired, pursuant to a brokerage or
similar arrangement approved in advance by the
Committee, and use the proceeds from sale as payment
of the exercise price of the NQSO.

(b) ISOS

(i) Notwithstanding anything to the contrary herein, all
ISOs shall, in addition to being subject to all
applicable terms, conditions, restrictions and/or
limitations established by the Committee, comply with
the requirements of Section 422 of the Code.

(ii) No ISO may be granted under the Plan to a person who
is not an Employee.

(iii) The aggregate Fair Market Value (determined at the
time of the grant of the Award) of the shares of
Common Stock subject to ISOs which are exercisable by
a Grantee for the first time during a particular
calendar year shall not exceed $100,000. To the
extent that ISOs granted to a Grantee exceed the
limitation set forth in the preceding sentence, ISOs
granted last shall be treated as NQSOs.

(iv) No ISO may be exercisable more than:

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<PAGE> 11

a. in the case of a Grantee who is not a Ten
Percent Share holder, on the date the ISO is
granted, ten years after the date the ISO is
granted; and

b. in the case of a Grantee who is a Ten
Percent Shareholder, on the date the ISO is
granted, five years after the date the ISO
is granted.

(v) The exercise price of any ISO shall be determined by
the Committee and shall not be less than:

a. in the case of a Grantee who is not a Ten
Percent Shareholder on the date the ISO is
granted, the Fair Market Value of the Common
Stock subject to the ISO on such date; and

b. in the case of an employee who is a Ten
Percent Shareholder on the date the ISO is
granted, not less than 110 percent of the
Fair Market Value of the Common Stock
subject to the ISO on such date.

(vi) The Committee may provide that the option price under
an ISO may be paid by one or more of the methods
available for paying the option price of an NQSO per
Section 7.1(a).

7.2 Unless specified otherwise by the Committee in the stock option agreement,
Options shall: (i) become exercisable on the date of the grant as to 20% of the
number of shares covered by such Options, and as to an additional 20% of the
number of shares covered by such Options on each of the next four anniversaries
of the date of grant; provided, however, that the Grantee continues to be
employed by the Company on such date; and (ii) expire at the end of the maximum
time frame allowable under Sections 7.1(a)(iii) or 7.1(b)(iv), as applicable.

7.3 With respect to all or any portion of any Option granted under this Plan not
qualifying as an "incentive stock option" under Section 422 of the Code, such
Option shall be considered as a NQO granted under this Plan for all purposes.
Further, this Plan and any ISOs granted hereunder shall be deemed to have
incorporated by reference all the provisions and requirements of Section 422 of
the Code (and the Treasury Regulations

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<PAGE> 12

issued thereunder) which are required to provide that all ISOs granted hereunder
shall be "incentive stock options" described in Section 422 of the Code.

SECTION 8

STOCK APPRECIATION RIGHTS

8.1 The amount payable with respect to each SAR shall be equal in value to the
applicable percentage of the excess, if any, of the Fair Market Value of a share
of Common Stock on the exercise date over the exercise price of the SAR. The
exercise price of the SAR shall be determined by the Committee and shall not be
less than the Fair Market Value of a share of Common Stock on the date the SAR
is granted. SARs may be granted in tandem with an Option, in which event, the
Grantee has the right to elect to exercise either the SAR or the Option. Upon
their election to exercise one of these Awards, the other Award is subsequently
terminated. SARs may also be granted as an independent Award.

8.2 In the case of an SAR granted in tandem with an ISO to an employee who is a
Ten Percent Shareholder on the date of such grant, the amount payable with
respect to each SAR shall be equal in value to the applicable percentage of the
excess, if any, of the Fair Market Value of a share of Common Stock on the
exercise date over the exercise price of the SAR, which exercise price shall not
be less than 110 percent of the Fair Market Value of a share of Common Stock on
the date the SAR is granted.

8.3 The applicable percentage and exercise price shall be established by the
Committee at the time the SAR is granted.

SECTION 9

RESTRICTED STOCK

9.1 Restricted Stock is Common Stock of the Company that is issued to a Grantee
at a price determined by the Committee, which price may be zero, and is subject
to restrictions on transfer and/or such other restrictions on incidents of
ownership as the Committee may determine.

9.2 Unless specified otherwise by the Committee in the award agreement, such
shares of Common Stock granted to a Grantee as an Award shall vest twenty
percent (20%) on

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<PAGE> 13

the date of the grant as to 20% of the number of shares covered by such
Restricted Stock, and as to an additional 20% of the number of shares covered by
such Restricted Stock on each of the next four anniversaries of the date of
grant; provided, however that the Grantee continues to be employed by the
Company on such date.

9.3 The Committee may, in its discretion, provide for accelerated vesting of
Restricted Stock upon the achievement of specified performance goals to be
determined by the Committee.

SECTION 10

PERFORMANCE AWARDS

10.1 A Performance Award granted under the Plan:

o may be denominated or payable in cash, Common Stock,
Restricted Stock, other securities, or other Awards; and

o shall confer on the holder thereof the right to receive
payments, in whole or in part, upon the achievement of such
performance goals during such performance periods as the
Committee shall establish.

10.2 Subject to the terms of the Plan and any applicable Award agreement, the
performance goals to be achieved during any performance period, the length of
any performance period, the amount of any Performance Award granted and the
amount of any payment or transfer to be made pursuant to any Performance Award
shall be determined by the Committee. Such performance goals that the Committee
may select may include but are not limited to: earnings before interest and
taxes, net income, gross sales, earnings per share, return on equity, return on
investment, economic value added, divisional performance goals, etc.

SECTION 11

OTHER STOCK-BASED INCENTIVE AWARDS

11.1 The Committee may from time to time grant Awards under this Plan that
provide a Grantee the right to purchase Common Stock or units that are valued by
reference to the Fair Market Value of the Common Stock (including, but not
limited to, phantom securities

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<PAGE> 14

or dividend equivalents) or to receive Deferred Shares which are stock-based
incentive grants in lieu of a cash deferral of bonuses. Such Awards shall be in
a form determined by the Committee (and may include terms contingent upon a
change of control of the Company); provided that such Awards shall not be
inconsistent with the terms and purposes of the Plan.

11.2 The Committee shall determine the price of any Award and may accept any
lawful consideration.

SECTION 12

EXERCISE OF OPTIONS

12.1 The Committee may provide for the exercise of Options in installments and
upon such terms, conditions and restrictions as it may determine subject to
applicable law and the other requirements of this Plan.

12.2 The Committee may provide for termination of an Option in the case of
termination of employment or directorship or any other reason.

12.3 An Option granted hereunder shall be exercisable, in whole or in part, only
by written notice delivered in person or by mail to the Secretary of the Company
at its principal office, specifying the number of shares of Common Stock to be
purchased and accompanied by payment thereof and otherwise in accordance with
the stock option agreement pursuant to which the Option was granted.

SECTION 13

RIGHTS IN EVENT OF DEATH OR DISABILITY

13.1 If a Grantee dies or becomes subject to a Disability prior to termination
of his or her right to exercise an Option in accordance with the provisions of
his or her stock option agreement without having totally exercised the Option,
the stock option agreement may provide that the Option may be exercised, to the
extent that the shares with respect to the Option could have been exercised by
the Grantee on the date of his or her death or Disability, by (i), in the event
of the Grantee's death, the Grantee's estate or by the person who acquired the
right to exercise the Option by bequest or inheritance or (ii), in the event of
the Grantee's Disability, the Grantee or his or her personal representative.

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<PAGE> 15

13.2 The date of Disability of a Grantee shall be determined by the Committee.

SECTION 14

AWARD AGREEMENTS

14.1 Each Award granted under the Plan shall be evidenced by an award agreement
between the Grantee to whom the Award is granted and the Company, setting forth
the number of shares of Common Stock, SARs, or units subject to the Award and
such other terms and conditions applicable to the Award not inconsistent with
the Plan as the Committee may deem appropriate.

14.2 The award agreement for an Option shall also be referred to as a stock
option agreement.

SECTION 15

TAX WITHHOLDING

15.1 The Committee may establish such rules and procedures as it considers
desirable in order to satisfy any obligation of the Company to withhold federal
income taxes or other taxes with respect to any Award made under the Plan. Such
rules and procedures may provide:

o in the case of Awards paid in shares of Common Stock, the
Company may withhold shares of Common Stock otherwise issuable
upon exercise of such Award in order to satisfy withholding
obligations, unless otherwise instructed by the Grantee or
unless the Committee determines otherwise at the time of
Grant; and

o in the case of an Award paid in cash, that the withholding
obligation shall be satisfied by withholding the applicable
amount and paying the net amount in cash to the Grantee.

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<PAGE> 16

SECTION 16

CHANGE OF CONTROL

16.1 For the purpose of the Plan, a "Change of Control" shall be deemed to have
occurred if, after the IPO Date:

o the Company is merged or consolidated with another corporation
and as a result of such merger or consolidation less than 50%
of the outstanding voting securities of the surviving or
resulting corporation are owned in the aggregate by the former
shareholders of the Company;

o the Company sells, leases or exchanges all or substantially
all of its assets to another corporation, which is not a
wholly-owned Subsidiary of the Company;

o any person or "group" within the meaning of Section 13(d)(3)
of the Exchange Act acquires (together with voting securities
of the Company held by such person or "group") 50% or more of
the outstanding voting securities of the Company (whether
directly, indirectly, beneficially or of record) pursuant to
any transaction or combination of transactions;

o there is a change of control of the Company of a nature that
would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Exchange
Act, whether or not the Company is then subject to such
reporting requirements; or

o the individuals who, at the beginning of any period of twelve
consecutive months, constituted the Board of Directors cease,
for any reason, to constitute at least a majority thereof,
unless the nomination for election or election by the
Company's shareholders of each new Director of the Company was
approved by a vote of at least two-thirds of the Directors
then still in office who either were Directors at the
beginning of such period or whose election or nomination for
election was previously so approved.

16.2 In the event of a Change of Control affecting the Company, then,
notwithstanding any provision of the Plan or of any provisions of any Award
agreements entered into between the Company and any Grantee to the contrary, all
Awards that have not expired

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<PAGE> 17

and which are then held by any Grantee (or the person or persons to whom any
deceased Grantee's rights have been transferred) shall, as of such Change of
Control, become fully and immediately vested and exercisable and may be
exercised for the remaining term of such Awards.

SECTION 17

DILUTION OR OTHER ADJUSTMENT

17.1 If the Company is a party to any merger or consolidation, or undergoes any
merger, consolidation, separation, reorganization, liquidation or the like, the
Committee shall have the power to make arrangements, which shall be binding upon
the holders of unexpired Awards, for the substitution of new Awards for, or the
assumption by another corporation of, any unexpired Awards then outstanding
hereunder.

17.2 In the event of a reclassification, stock split, combination of shares,
separation (including a spin-off), dividend on shares of the Common Stock
payable in stock or other similar change in capitalization or in the corporate
structure of shares of the Common Stock, the Committee shall conclusively
determine the appropriate adjustment in the option prices of outstanding
Options, and the number and kind of shares or other securities as to which
outstanding Awards shall be exercisable, and in the aggregate number of shares
with respect to which Awards may be granted. No adjustment shall be made for
issuances of additional shares of Common Stock by the Company for consideration.

17.3 The number of shares reserved under the Plan shall adjust as the number of
shares of Common Stock increase or decrease as provided in Section 6.3 of this
Plan.

SECTION 18

TRANSFERABILITY

18.1 No Award, other than an NQSO, shall be sold, pledged, assigned,
transferred, or encumbered by a Grantee other than by will or by the laws of
descent and distribution.

18.2 Only an NQSO may be pledged, assigned, transferred, or gifted by a Grantee
to another individual provided that the NQSO is pledged, assigned, transferred
or gifted without consideration by a Grantee, subject to such rules as the
Committee may adopt, to (i) a member of the Grantee's immediate family, (ii) a
trust solely for the benefit of the

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<PAGE> 18

Grantee and his or her immediate family or (iii) a partnership or limited
liability company whose only partners or members are the Grantee and his or her
Immediate Family (hereinafter referred to as the "Permitted Transferee");
provided that the Committee is notified in advance in writing of the terms and
conditions of any proposed pledge, assignment, transfer, or gift and the
Committee determines that such pledge, assignment, transfer or gift complies
with the requirements of the Plan and the applicable Award agreement.

18.3 Any pledge, assignment or gift of an Award that does not comply with the
provisions of the Plan and the applicable Award agreement shall be void and
unenforce able against the Company.

18.4 All terms and conditions of a pledged, assigned, transferred or gifted
Award shall apply to the beneficiary, executor, administrator, and Permitted
Transferee, whether one or more, of the Grantee (including the beneficiary,
executory and administratory of a Permitted Transferee), including the right to
amend the applicable Award agreement; provided that the Permitted Transferee
shall not pledge, assign, transfer, or gift an Award other than by will or by
the laws of descent and distribution.

SECTION 19

AMENDMENT OR TERMINATION

19.1 The Committee may at any time amend, suspend or terminate the Plan;
provided, that:

o no change in any Awards previously granted may be made without
the consent of the holder thereof; and

o if required by law, such amendment shall be subject to
approval of the holders of a majority of the outstanding
voting shares of the Company.

-16-

<PAGE> 19

SECTION 20

GENERAL PROVISIONS

20.1 No Awards may be exercised by a Grantee if such exercise, and the receipt
of cash or stock thereunder, would be, in the opinion of counsel selected by the
Company, contrary to law or the regulations of any duly constituted authority
having jurisdiction over the Plan.

20.2 A bona fide leave of absence approved by a duly constituted officer of the
Company shall not be considered interruption or termination of service of any
Grantee for any purposes of the Plan or Awards granted thereunder, except that
no Awards may be granted to an Employee while he or she is on a bona fide leave
of absence.

20.3 No Grantee shall have any rights as a shareholder with respect to any
shares subject to Awards granted to him or her under the Plan prior to the date
as of which he or she is actually recorded as the holder of such shares upon the
stock records of the Company.

20.4 Nothing contained in the Plan or in an Award agreement granted thereunder
shall confer upon any Grantee any right to (i) continue in the employ of the
Company or any of its Subsidiaries or continue serving on the Board of Directors
of the Company or (ii) interfere in any way with the right of the Company or any
of its Subsidiaries to terminate the Grantee's employment at any time or service
on the Board.

20.5 Any Award agreement may provide that stock issued upon exercise of any
Awards may be subject to such restrictions, including, without limitation,
restrictions as to transferability and restrictions constituting substantial
risks of forfeiture as the Committee may determine at the time such Award is
granted.

20.6 The Plan shall be governed by and construed in accordance with the laws of
the State of Oklahoma except as superseded by applicable Federal law.

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<PAGE> 20

SECTION 21

PLAN EFFECTIVE DATE

21.1 The Plan shall become effective on the IPO Date, subject to approval of the
Plan by the holders of a majority of the outstanding voting shares of the
Company within twelve (12) months after the date of the Plan's adoption by said
Board of Directors. In the event of the failure to obtain such shareholder
approval, the Plan and any Awards granted thereunder, shall be null and void and
the Company shall have no liability thereunder.

21.2 No Award granted under the Plan shall be exercisable until such shareholder
approval has been obtained.

SECTION 22

PLAN TERMINATION

22.1 No Award may be granted under the Plan on or after the date which is ten
years following the effective date specified in Section 21, but Awards
previously granted may be exercised in accordance with their terms.

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<PAGE> 1
EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Amendment No. 2 to the Registration Statement of
LORECOM Technologies, Inc. on Form SB-2 of our reports on the financial
statements of the following companies (for the periods indicated) appearing in
the Prospectus, which is part of this Registration Statement:

As of December 31, 1998, and for the period from September 4, 1998 (date
of inception), to December 31, 1998:

LORECOM Technologies, Inc. (formerly The Alliance Group, Inc. and
Advantage Business Solutions, Inc.), dated March 18, 1999 (April 9,
1999 as to Note 7 to the financial statements, and May 12, 1999 as to
Note 8 to the financial statements)

As of December 31, 1998, and the year then ended:

Access Communication Services, Inc., dated February 28, 1999
American Telcom, Inc., dated February 19, 1999
Banner Communications, Inc., dated February 28, 1999
Communication Services, Inc., dated March 9, 1999
Travis Business Systems, Inc., dated February 19, 1999

As of December 31, 1998 and 1997, and for the years then ended:

Telephone and Paging Divisions of Electrical & Instrument Sales
Corporation (which report expresses an unqualified opinion and includes
an explanatory paragraph relating to the divisions being a component
part of EIS), dated March 5, 1999

As of September 30, 1998, and for the year then ended:

Terra Telecom, Inc., dated February 15, 1999
Telkey Communications, Inc., dated February 26, 1999

We also consent to the reference to us under the headings "Summary Combined
Financial Information" and "Experts" in such Prospectus.

/s/ DELOITTE & TOUCHE LLP

Oklahoma City, Oklahoma
June 24, 1999

<PAGE> 1
EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm and to the use of our report dated
February 18, 1999, included in or made a part of the Prospectus of LORECOM
Technologies, Inc. which is made a part of the Registration Statement on Form
SB-2 (No. 333-76451) of LORECOM Technologies, Inc.

/s/ Hunter, Atkins & Russell, PLC

Oklahoma City, Oklahoma
June 24, 1999

<PAGE> 1

EXHIBIT 23.3

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Registration Statement of LORECOM Technologies,
Inc. on Form SB-2 of our reports on the financial statements of the following
companies (for the periods indicated) appearing in the Prospectus, which is part
of this Registration Statement:

As of December 31, 1998, and for the year then ended:

Nobel Systems, Inc., dated February 28, 1999.

As of December 31, 1997, and for the year then ended:

Access Communications Services, Inc., dated February 28, 1999.
American Telcom, Inc., dated February 19, 1999.
Banner Communications, Inc., dated February 28, 1999.
Travis Business Systems, Inc., dated February 19, 1999.

As of September 30, 1997, and for the year then ended:

Terra Telecom, Inc., dated February 15, 1999.
Telkey Communications, Inc., dated February 26, 1999.

We also consent to the reference to us under the headings "Summary
Combined Financial Information" and "Experts" in such Prospectus.

/s/ Saxon & Knol, P.C.

Oklahoma City, Oklahoma
June 24, 1999

<PAGE> 1
EXHIBIT 23.6

CONSENT

The undersigned hereby consents to the reference to his name in the
prospectus forming a part of this registration statement on Form SB-2 of LORECOM
Technologies, Inc. and all amendments thereto, and consents to serve as a
director of LORECOM Technologies, Inc. if the acquisitions described in the
prospectus and all transactions related thereto, are consummated.

/s/ Joe Evans
-----------------------------
Joe Evans

June 21, 1999

<PAGE> 1

EXHIBIT 23.7

CONSENT

/s/ Wayne Stone
-------------------------
Wayne Stone

June 24, 1999

<PAGE> 1
EXHIBIT 23.8

CONSENT

/s/ John J. Wiesner
---------------------------------
John J. Wiesner

June 21, 1999

<PAGE> 1
EXHIBIT 23.9

CONSENT

/s/ Andrew May
--------------------------
Andrew May

June 21, 1999

<PAGE> 1

EXHIBIT 23.10

CONSENT

/s/ Wesley E. Cantrell
------------------------------
Wesley E. Cantrell

June 21, 1999

<PAGE> 1
EXHIBIT 23.11

June 22, 1999

LORECOM Technologies, Inc.
12101 N. Meridian
Oklahoma City, OK 73120

Gentlemen:

We hereby consent to your reference to our fairness opinion letter to
the board of directors of LORECOM Technologies, Inc. and to all references to
our firm in the Registration Statement on Form SB-2, and Prospectus included
therein, of LORECOM Technologies, Inc.

HOULIHAN SMITH & COMPANY, INC.

By: /s/ Ben Goren
-----------------------------------
Ben Goren, Vice President

<PAGE> 1
EXHIBIT 99.2

1999 NQO NO.
--

LORECOM TECHNOLOGIES, INC.

1999 LONG-TERM INCENTIVE PLAN

------------------------------

NONQUALIFIED STOCK OPTION AGREEMENT

Participant
Name: ______________ Grant Date: __________, 1999

Vesting Schedule
----------------
Percent of Stock
Shares Subject to Exercise Dates: Option Exercisable
Option: ___________ -------------- ------------------
Expiration Date: ___________ _______________ 20%
Option Price: $___________ _______________ 40%
_______________ 60%
_______________ 80%
_______________ 100%

<PAGE> 2

NONQUALIFIED STOCK OPTION AGREEMENT
UNDER THE LORECOM TECHNOLOGIES, INC.
1999 LONG-TERM INCENTIVE PLAN

THIS NONQUALIFIED STOCK OPTION AGREEMENT (the "Option Agreement"),
made as of the grant date set forth on the cover page of this Option Agreement
(the "Cover Page") at Oklahoma City, Oklahoma, by and between the participant
named on the Cover Page (the "Participant") and LORECOM TECHNOLOGIES, INC. (the
"Company"):

W I T N E S S E T H:

WHEREAS, the Participant is an executive of the Company or a
Subsidiary of the Company, and it is important to the Company that the
Participant be encouraged to remain in the employ of the Company or the
Subsidiary of the Company; and

WHEREAS, in recognition of such facts, the Company desires to provide
to the Participant an opportunity to purchase shares of the common stock of the
Company, as hereinafter provided, pursuant to the "LORECOM Technologies, Inc.
1999 Long-Term Incentive Plan" (the "Plan"), a copy of which has been provided
to the Participant; and

WHEREAS, any capitalized terms used but not defined herein have the
same meanings given them in the Plan.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for good and valuable consideration, the Participant and the
Company hereby agree as follows:

SECTION 1. Grant of Stock Option. The Company hereby grants to the
Participant a nonqualified stock option (the "Stock Option") to purchase all or
any part of the number of shares of its voting common stock, par value $.01
(the "Stock") set forth on the Cover Page, under and subject to the terms and
conditions of this Option Agreement and the Plan which is incorporated herein
by reference and made a part hereof for all purposes. The purchase price for
each share to be purchased hereunder shall be the option price set forth on the
Cover Page (the "Option Price").

SECTION 2. Times of Exercise of Stock Option. After, and only after,
the conditions of Section 9 hereof have been satisfied and the Company's
shareholders have approved the Plan in accordance with the provisions of
Section 21 of the Plan, the Participant shall be eligible to exercise the Stock
Option pursuant to the vesting schedule set forth on the Cover Page (the
"Vesting Schedule"). If the Participant's employment with the Company (or of
any one or more of the Subsidiaries of the Company remains full-time and
continuous at all times prior to any of the exercise dates specified on the
Cover Page (the "Exercise Dates"), then the Participant shall be entitled,
subject to the applicable provisions of the Plan and this Option Agreement
having been satisfied, to exercise on or after the applicable Exercise Date, on
a cumulative basis, the number of shares of Stock determined by multiplying the
aggregate number of shares set forth on the Cover Page by the designated
percentage set forth on the Cover Page.

SECTION 3. Term of Stock Option. The Stock Option shall expire at the
close of business on the earliest of the following dates and shall not be
exercised after such date: (i) the expiration date set forth on the Cover Page;
(ii) if the Participant's termination of employment ("Termination of
Employment") occurs by reason of death or Disability, the one-year anniversary
of the date of such Termination of Employment; or (iii) if the Participant's
Termination of Employment occurs for reasons other than death or Disability,
the 90 day anniversary of the date of such Termination of Employment. Provided,
however, in no event shall the term of the Stock Option be longer than ten
years from the Date of Grant.

<PAGE> 3

SECTION 4. Transferability of Stock Option.

(a) General. Except as provided in Section 4(b) hereof, the
Stock Option shall not be transferable otherwise than by will or the laws of
descent and distribution, and the Stock Option may be exercised, during the
lifetime of the Participant, only by the Participant. More particularly (but
without limiting the generality of the foregoing), the Stock Option may not be
assigned, transferred (except as provided above and in Section 4(b) hereof),
pledged or hypothecated in any way, shall not be assignable by operation of law
and shall not be subject to execution, attachment, or similar process. Any
attempted assignment, transfer, pledge, hypothecation or other disposition of
the Stock Option contrary to the provisions hereof shall be null and void and
without effect.

(b) Limited Transferability of Options. The Stock Options may
be transferred by such Participant to (i) the spouse, children or grandchildren
of the Participant ("Immediate Family Members"), (ii) a trust or trusts for the
exclusive benefit of such Immediate Family Members, or (iii) a partnership in
which such Immediate Family Members are the only partners; provided that there
may be no consideration for any such transfer and subsequent transfers of
transferred Stock Options shall be prohibited except those in accordance with
Section 4(a) hereof. Following transfer, any such Stock Options shall continue
to be subject to the same terms and conditions as were applicable immediately
prior to transfer, provided that for purposes of this Section 4(b), the term
Participant shall be deemed to refer to the transferee. The events of
termination of employment of the Plan shall continue to be applied with respect
to the original Participant, following which the Stock Options shall be
exercisable by the transferee only to the extent, and for the periods specified
in the Plan. No transfer pursuant to this Section 4(b) shall be effective to
bind the Company unless the Company shall have been furnished with written
notice of such transfer together with such other documents regarding the
transfer as the Committee shall request.

SECTION 5. Employment. So long as the Participant shall continue to
be a full-time and continuous employee of the Company or any Subsidiary, the
Stock Option shall not be affected by any change of duties or position. Nothing
in the Plan or in this Option Agreement shall confer upon the Participant any
right to continue in the employ of the Company or any Subsidiary, or interfere
in any way with the right of the Company or any Subsidiary, to terminate the
Participant's employment at any time.

SECTION 6. Acceleration of Otherwise Unexercisable Options on Death,
Disability or Other Special Circumstances. The Committee, in its sole
discretion, may permit (i) a Participant who terminates employment due to a
Disability, (ii) the personal representative of a deceased Participant, or
(iii) any other Participant who terminates employment upon the occurrence of
special circumstances (as determined by the Committee) to purchase all or any
part of the unvested shares subject to the Stock Option on the date of the
Participant's death, termination of his employment due to a Disability, or as
the Committee otherwise so determines. With respect to shares subject to the
Stock Option for which the applicable Exercise Date(s) has occurred or for
which the Committee has permitted purchase in accordance with the foregoing
provisions, the Participant, or the representative of a deceased Participant,
shall automatically have the right to purchase such shares within three months
of such date of termination of employment, one year in the case of a
Participant suffering a Disability or three years in the case of a deceased
Participant.

SECTION 7. Method of Exercising Stock Option.

(a) Procedures for Exercise. The manner of exercising the
Stock Option herein granted shall be by written notice to the Secretary of the
Company at the time the Stock Option, or part thereof, is to be exercised, and
in any event prior to the expiration of the Stock Option. Such notice shall
state the election to exercise the Stock Option, the number of shares of Stock
to be purchased upon exercise, and the form of payment to be used, and shall be
signed by the person so exercising the Stock Option.

(b) Form of Payment. Payment in full for shares of Stock
purchased under this Option Agreement shall accompany the Participant's notice
of exercise, together with payment for any applicable withholding taxes. Payment
shall be made (i) in cash or by check, draft or money order payable to the order
of the Company; (ii) by delivering Stock or other equity securities of the
Company having a Fair Market Value on the date of payment equal to the

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<PAGE> 4

amount of the Option Price; (iii) by directing the Company to withhold shares
of Stock having a Fair Market Value on the date of payment equal to the amount
of the Option Price from the shares of Stock to be delivered to the Participant
upon exercise of the Stock Option or (iv) a combination thereof. In addition to
the foregoing procedure which may be available for the exercise of the Stock
Option, after the date on which the Company's Stock is listed on a national
securities exchange or the NASDAQ/National Market System or quoted on the
over-the-counter market by the National Association of Securities Dealers, the
Participant may deliver to the Company a notice of exercise which includes an
irrevocable instruction to the Company to deliver the stock certificate
representing the shares of Stock being purchased, issued in the name of the
Participant, to a broker approved by the Company and authorized to trade in the
common stock of the Company. Upon receipt of such notice, the Company shall
acknowledge receipt of the executed notice of exercise and forward this notice
to the broker. Upon receipt of the copy of the notice which has been
acknowledged by the Company, and without waiting for issuance of the actual
stock certificate with respect to the exercise of the Stock Option, the broker
may sell the Stock or any portion thereof. The broker shall deliver directly to
the Company that portion of the sales proceeds sufficient to cover the Option
Price and withholding taxes, if any. For all purposes of effecting the exercise
of the Stock Option, the date on which the Participant gives the notice of
exercise to the Company, together with payment for the shares of Stock being
purchased and any applicable withholding taxes, shall be the "date of
exercise." If a notice of exercise and payment are delivered at different
times, the date of exercise shall be the date the Company first has in its
possession both the notice and full payment as provided herein.

(c) Further Information. In the event the Stock Option is
exercised, pursuant to the foregoing provisions of this Section 7, by any
person other than the Participant due to the transfer of the Stock Option in
accordance with Section 4 hereof, such notice shall also be accompanied by
appropriate proof of the right of such person to exercise the Stock Option. The
notice so required shall be given by personal delivery to the Secretary of the
Company or by registered or certified mail, addressed to the Company at 12101
North Meridian, Oklahoma City, Oklahoma 73120, and it shall be deemed to have
been given when it is so personally delivered or when it is deposited in the
United States mail in an envelope addressed to the Company, as aforesaid,
properly stamped for delivery as a registered or certified letter.

SECTION 8. Acceleration of Stock Option Upon Change of Control. In
the event of a Change of Control (as defined below), any and all outstanding
Options not fully vested shall automatically vest in full and shall be
immediately exercisable. The date on which such accelerated vesting and
immediate exercisability shall occur (the "Acceleration Date") shall be the
date of the occurrence of the Change of Control.

A "Change of Control" shall be deemed to have occurred if, after the
IPO Date:

(i) the Company is merged or consolidated with another corporation
and as a result of such merger or consolidation less than 50% of the
outstanding voting securities of the surviving or resulting corporation are
owned in the aggregate by the former shareholders of the Company;

(ii) the Company sells, leases or exchanges all or substantially all
of its assets to another corporation, which is not a wholly-owned Subsidiary of
the Company;

(iii) any person or "group" within the meaning of Section 13(d)(3) of
the Exchange Act acquires (together with voting securities of the Company held
by such person or "group") 50% or more of the outstanding voting securities of
the Company (whether directly, indirectly, beneficially or of record) pursuant
to any transaction or combination of transactions;

(iv) there is a change of control of the Company of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Exchange Act, whether or not the Company
is then subject to such reporting requirements; or

(v) the individuals who, at the beginning of any period of twelve
consecutive months, constituted the Board of Directors cease, for any reason,
to constitute at least a majority thereof, unless the nomination for election
or election by the Company's shareholders of each new Director of the Company
was approved by a vote of at least two-thirds of the Directors then still in
office who either were Directors at the beginning of such period or whose
election or nomination for election was previously so approved.

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<PAGE> 5

Notwithstanding the foregoing, a Change in Control shall not be deemed
to have occurred if, prior to the time a Change in Control would otherwise be
deemed to have occurred pursuant to the above provisions, the Board determines
otherwise.

SECTION 9. Securities Law Restrictions. The Stock Option shall be
exercised and Stock issued only upon compliance with the Securities Act of
1933, as amended (the "Act"), and any other applicable securities law, or
pursuant to an exemption therefrom. If deemed necessary by the Company to
comply with the Act or any applicable laws or regulations relating to the sale
of securities, the Participant, at the time of exercise and as a condition
imposed by the Company, shall represent, warrant and agree that the shares of
Stock subject to the Stock Option are being purchased for investment and not
with any present intention to resell the same and without a view to
distribution, and the Participant shall, upon the request of the Company,
execute and deliver to the Company an agreement to such effect. The Participant
acknowledges that any stock certificate representing Stock purchased under such
circumstances will be issued with a restricted securities legend.

SECTION 10. Payment of Withholding Taxes. No exercise of any Stock
Option may be effected until the Company receives full payment for any required
state and federal withholding taxes. Payment for withholding taxes shall be
made in cash, by check , or by the Participant surrendering, or the Company
retaining from the shares of Stock to be issued upon exercise of the Stock
Option, that number of shares of Stock (based on Fair Market Value) that would
be necessary to satisfy the requirements for withholding any amounts of taxes
due upon the exercise of the Stock Option. For the purpose of calculating the
Fair Market Value of shares surrendered or retained to pay withholding taxes,
the relevant date shall be the date of exercise. In the event the Participant
uses the "cashless" exercise/same-day sale procedure set forth in Section 7(b)
hereof to pay withholding taxes, the actual sale price of shares sold to
satisfy payment shall be used to determine the amount of withholding taxes
payable. Nothing herein, however, shall be construed as requiring payment of
withholding taxes at the time of exercise if payment of taxes is deferred
pursuant to any provision of the Code, and actions satisfactory to the Company
are taken which are designed to reasonably insure payment of withholding taxes
when due.

SECTION 11. Notices. All notices or other communications relating to
the Plan and this Option Agreement as it relates to the Participant shall be in
writing and shall be delivered personally or mailed (U.S. Mail) by the Company
to the Participant at the then current address as maintained by the Company or
such other address as the Participant may advise the Company in writing.

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

LORECOM TECHNOLOGIES, INC., an Oklahoma corporation

By
------------------------------------------------
President

"COMPANY"

---------------------------------------------------

"PARTICIPANT"

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<PAGE> 1
EXHIBIT 99.3

____, 1999

Capital West Securities, Inc.
2nd Floor, One Leadership Square
211 N. Robinson
Oklahoma City, OK 73102

Re: Public Offering of Common Stock Par Value
$.01 Per Share (the "Common Stock"), of
LORECOM Technologies, Inc. (the "Company")

Gentlemen:

Pursuant to Section 2(t) of the Underwriting Agreement, dated June __,
1999 (the "Underwriting Agreement"), by and among you and the Company, the
undersigned (a holder of Common Stock) hereby agrees not to sell, contract to
sell, transfer or otherwise dispose of any shares of Common Stock without the
prior written consent of Capital West Securities, Inc. for a period of 24
months after the date of the initial public offering of the Common Stock. All
communications to you hereunder shall be sent to the address set forth above,
attention: Gregory M. Jones.

Sincerely,

--------------------------------------
[Name]