Acquisition Agreement - GST



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                                                      ASSET PURCHASE AGREEMENT



              This Asset Purchase Agreement (the "Agreement"), dated April 28,

1999, is between GST UNIVERSAL Inc., a Delaware corporation ("Seller"), and

COMPETITIVE COMMUNICATIONS, INC., a California corporation ("Purchaser").



               On the terms and  subject to the  conditions  of this  Agreement,

Seller  intends  to sell and  Purchaser  intends to  purchase  all the assets of

Seller which are part of the private  telephone  systems  listed on Schedule 4.7

(individually a "System" and collectively the "Systems") that are subject to the

Lease and Access Agreements,  as defined below, and other assets as specified in

this Agreement.  The assets of each System include one or more  agreements,  and

any amendments and modifications thereto,  pursuant to which Seller has received

from the owner of the real  property  related  to the  System  the right to own,

install  and operate a private  telephone  system on the real  property  (each a

"Telephone Lease and Access Agreements").



     The parties agree as follows:



1.       TRANSFER OF ASSETS.



1.1             Sale of Assets.  On the terms and subject to the  conditions  of

                this  Agreement,  Seller  will sell  Seller's  right,  title and

                interest in and to the "Assets", as defined below, to Purchaser.

                All Assets sold under this  Agreement  will be free and clear of

                all liens,  claims and encumbrances except as otherwise provided

                in this Agreement.



           1.2  Description  of Assets.  The  "Assets"  are the assets of Seller

                which comprise the Systems, comprised of the Telephone Lease and

                Access  Agreements,  existing as of the date this  Agreement  or

                acquired by Seller  prior to Closing in the  ordinary  course of

                business.  Specifically, the Assets consist of (1) the assets of

                Seller  used to operate  the  Systems  including  its  telephone

                switching and voice mail equipment, all cable (including without

                limitation aerial cable and underground cable,  conduit, and all

                spare parts and other items used in the maintenance,  repair and

                testing of the Systems);  (2) Seller's right, title and interest

                in and to the Telephone  Lease and Access  Agreements  listed on

                Schedule 4.7; (3) business records pertaining to the subscribers

                of each Systems ("Customers"); and (4) all leases, easements and

                licenses to use real  property  and leases of personal  property

                disclosed on Schedule 1.2. The Assets  excludes all other items,

                including  without   limitation,   any  goodwill,   intellectual

                property or software.



1.3             Assignment and  Assumption.  Seller will assign to Purchaser and

                Purchaser will assume (1) each of the Telephone Lease and Access

                Agreements  listed  on  Schedule  4.7,  and  (2)  liability  for

                personal property taxes as apportioned  pursuant to Section 3.5.

                Purchaser's   assumption  of  all  obligations  and  liabilities

                described in this Section 1.3 will accrue following Closing (but

                not before).  Except as expressly  provided in this Section 1.3,

                Purchaser  assumes  no  liabilities  or debts of  Seller  of any

                nature whatsoever.



2.       PURCHASE PRICE.



           2.1  Purchase Price.  The purchase price  ("Purchase  Price") for the

                Assets is $450.00 per Active  Customer,  which is defined as any

                Customer  which  receives  a bill  from  GST as of the  date  of

                execution  of this  Agreement.  An  Active  Customer  shall  not

                include a Customer  billing at less than  $14.35 per month.  The

                current number of Active  Customers is 461. A Promissory Note in

                the amount of $207,450.00. Attached hereto as Exhibit 2.1. shall

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