0001047469-03-013456 Sample Contracts

AMENDMENT NUMBER FIVE TO LOAN AND SECURITY AGREEMENT AND SYNDICATED LENDING RIDER
Loan and Security Agreement • April 15th, 2003 • Amerivision Communications Inc • Telephone communications (no radiotelephone) • California

THIS AMENDMENT NUMBER FIVE TO LOAN AND SECURITY AGREEMENT AND SYNDICATED LENDING RIDER, dated as of November 26, 2002 (this "Amendment"), amends: (a) that certain Loan and Security Agreement, dated as of February 4, 1999, as amended by that certain default letter, dated as of September 27, 2002 (the "Default Letter"), that certain Amendment Number Four To Loan And Security Agreement, dated as of March 22, 2002, that certain Amendment Number Three To Loan And Security Agreement, dated as of December 19, 2001 ("Amendment Three"), that certain Amendment Number Two To Loan And Security Agreement, dated as of May 10, 2000 ("Amendment Two"), and that certain Amendment Number One To Loan And Security Agreement, dated as of October 12, 1999 ("Amendment One") (collectively, the "Loan Agreement"), by and among AMERIVISION COMMUNICATIONS, INC., an Oklahoma corporation ("Borrower"), on the one hand, and COAST BUSINESS CREDIT, a division of Southern Pacific Bank, a California corporation ("Coast"),

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Amerivision Communications Inc • April 15th, 2003 • Telephone communications (no radiotelephone)

These Amended and Restated Program Enrollment Terms (the "Amended PET") are made by and between MCI WORLDCOM Network Services, Inc. (successor-in-interest to WorldCom Network Services, Inc.) ("MCI") and AmeriVision Communications, Inc. ("Customer") and are a part of their Telecommunications Services Agreement for Switched Services (TSA). Capitalized terms not defined herein shall have the meaning ascribed to them in the TSA or in the applicable Attachments referenced herein and attached hereto, Any references to "WorldCom" or "MCI WorldCom" will be deemed to refer to "MCI". The TSA, this Amended PET and the New ABB Attachments will be collectively referred to as the "Agreement".

AMENDMENT NUMBER SIX TO LOAN AND SECURITY AGREEMENT AND SYNDICATED LENDING RIDER
Loan and Security Agreement • April 15th, 2003 • Amerivision Communications Inc • Telephone communications (no radiotelephone) • Coast

THIS AMENDMENT NUMBER SIX TO LOAN AND SECURITY AGREEMENT AND SYNDICATED LENDING RIDER, dated as of January 31, 2003 (this "Amendment"), amends: (a) that certain Loan and Security Agreement, dated as of February 4, 1999, as amended by that certain default letter, dated as of September 27, 2002 (the "Default Letter"), that certain Amendment Number Five To Loan And Security Agreement, dated as of November 26, 2002 ("Amendment Five"), that certain Amendment Number Four To Loan And Security Agreement, dated as of March 22, 2002, that certain Amendment Number Three To Loan And Security Agreement, dated as of December 19, 2001, that certain Amendment Number Two To Loan And Security Agreement, dated as of May 10, 2000, and that certain Amendment Number One To Loan And Security Agreement, dated as of October 12, 1999 (collectively, the "Loan Agreement"), by and among AMERIVISION COMMUNICATIONS, INC., an Oklahoma corporation ("Borrower"), on the one hand, and COAST BUSINESS CREDIT, a division of

EMPLOYMENT AGREEMENT
Employment Agreement • April 15th, 2003 • Amerivision Communications Inc • Telephone communications (no radiotelephone)

THIS EMPLOYMENT AGREEMENT ("Agreement"), dated as of November 11, 2002 by and between AMERIVISION COMMUNICATIONS, INC., an Oklahoma corporation (the "Company5') and ROBERT COOK ("Executive ").

AMENDMENT NUMBER FOUR TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 15th, 2003 • Amerivision Communications Inc • Telephone communications (no radiotelephone) • California

This AMENDMENT NUMBER FOUR TO LOAN AND SECURITYAGREEMENT, dated as of March 22, 2002 (this "Amendment'), amends that certain Loan and Security Agreement, dated as of February 4, 1999 (as amended from time to time, the "Loan Agreement"), by and between AMERIVISION COMMUNICATIONS, INC., an Oklahoma corporation (the "Borrower"), on the one hand, and COAST BUSINESS CREDIT, a division of Southern Pacific Bank, a California corporation ("Coast"), on the other hand. All initially capitalized terms used in this Amendment shall have the meanings ascribed thereto in the Loan Agreement unless specifically defined herein.

Broadwing MASTER SERVICE AGREEMENT
Master Service Agreement • April 15th, 2003 • Amerivision Communications Inc • Telephone communications (no radiotelephone) • Texas

This Agreement for telecommunications services is made and entered into by and between Broadwing Communications Services Inc., a Delaware corporation with its principal place of business at 1122 Capital of Texas Highway South, Austin, Texas 78746-6406 (hereinafter referred to as "Supplier"), and AmeriVision Communications, Inc., a Delaware corporation with its principal place of business at 5900 Mosteller Drive, Suite 1600, Oklahoma City, Oklahoma 73112 (hereinafter referred to as "Customer").

EMPLOYMENT AGREEMENT
Employment Agreement • April 15th, 2003 • Amerivision Communications Inc • Telephone communications (no radiotelephone) • Oklahoma

EMPLOYMENT AGREEMENT dated effective as of the 31 day of January, 2002, between AmeriVision Communications, Inc., an Oklahoma corporation (the "Company"), and Al Jones (the "Executive").

CONSULTING AGREEMENT
Consulting Agreement • April 15th, 2003 • Amerivision Communications Inc • Telephone communications (no radiotelephone) • Oklahoma

This Consulting Agreement (the "Agreement") is entered into by and between AmeriVision Communications, Inc. and any current or future affiliates (the "Company"), and Task Force 3, L.L.C., (the "Consultant").

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