AMENDMENT TO SECURITY AGREEMENT NO. 001


         AMENDMENT dated as of December 28, 1995 by and among LYON CREDIT
CORPORATION ("Secured Party"), AMERICAN NETWORK EXCHANGE, INC. ("ANEI") and
CRESCENT PUBLIC COMMUNICATIONS INC. ("Crescent" and with ANEI, collectively,
"Borrower").

                                    RECITALS

         WHEREAS,  the undersigned are parties to a certain  Security  Agreement
No. 001 dated as of  October 4, 1995 (the  "Security  Agreement"),  pursuant  to
which, among other things, subject to the terms thereof, the Borrower granted to
the Secured Party a first  security  interest in the Collateral (as such term is
defined in the  Security  Agreement)  for  purposes of securing  payment on each
promissory note made by the Borrower in favor of the Secured Party and all other
indebtedness of the Borrower to the Secured Party; and

         WHEREAS,  simultaneously  herewith,  the  Borrower  is  executing a new
promissory note in favor of the Secured Party, and in connection therewith,  the
undersigned desire to amend the Security Agreement in accordance with clause (d)
of Section 22  thereof,  in order to  incorporate  into the  Security  Agreement
certain new provisions relating thereto.

         NOW,  THEREFORE,  in  consideration of the foregoing and for other good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged, the undersigned hereby agree as follows:

         1. Except as otherwise  provided  herein,  all  capitalized  terms used
herein  without  definition  shall  have the  meanings  ascribed  to them in the
Security Agreement.

         2. The original  listing of  Collateral  ("Original  List")  comprising
Schedule A attached to Schedule No. 1 to the Security  Agreement  ("Schedule 1")
is hereby deleted in its entirety and the new listing of Collateral ("New List")
comprising  Schedule A attached  to  Schedule  No. 2 to the  Security  Agreement
("Schedule 2") is substituted therefor. It is understood and agreed that the New
List shall serve to collateralize both Schedule 1 and Schedule 2, each of which,
as amended hereby, shall remain in full force and effect.

         3.  The first sentence of Section 5 of the Security Agreement is hereby
amended to read in its entirety as follows:

                  Borrower  shall  keep the  Collateral  free and clear from all
                  liens,  charges,  encumbrances  and security  interests of any
                  kind  ("Liens"),  except for (i) the Lien of Secured Party, as
                  provided  in this  Security  Agreement,  (ii)  Liens for taxes
                  either  not yet due or being  contested  by  Crescent  in good
                  faith with due diligence and by  appropriate  proceedings,  so
                  long as such  proceedings  do not,  in the  opinion of Secured
                  Party, involve any material danger of sale, forfeiture or loss
                  of Collateral or any part thereof or title thereto or interest
                  therein, (iii) inchoate materialmen's, mechanics', workmen's,
                  repairmen's, employees', carriers',  warehousemen's  or other
                  like Liens arising in the ordinary course of business of 
                  Crescent and not delinquent and Crescent shall be maintaining
                  adequate  reserves therefor and (iv) in the  absence  of any 
                  Event of Default  hereunder,  any Lien of any third  party, 
                  provided,  that (A)  Secured  Party retains a perfected  first
                  priority  security  interest in at least 1866 Items of  
                  Collateral  and (B) each of the Contracts related to such
                  Items has a term which extends at least to the maturity of the
                  Note.


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         4. The  references  to "1500"  appearing  in clause  (a) of  Section 6,
clause (a) of Section 9, and clause (x) of Section 17 of the Security  Agreement
are hereby amended to read "1866".

         5. The  Security  Agreement  is hereby  amended by deleting  Section 21
thereof in its entirety and renumbering the remaining Section 22 of the Security
Agreement as Section 21.

         6. Except as expressly amended herein,  the terms and conditions of the
Security  Agreement  shall  remain in full  force and effect  without  waiver or
modification of the rights of any party thereto.

         7. This Amendment may be executed in any number of counterparts  and by
different  parties  hereto  on  separate  counterparts  each of  which,  when so
executed and delivered,  shall be an original,  and all such counterparts  shall
together constitute one and the same instrument.

         IN  WITNESS  WHEREOF,  each  of the  parties  hereto  has  caused  this
Amendment to be executed on its behalf by an officer  thereunto duly  authorized
as of the date first above written.

Borrower:

CRESCENT PUBLIC COMMUNICATIONS INC.

By:/s/
Name:  Kenneth G. Baritz
Title: Chairman

Borrower:
AMERICAN NETWORK EXCHANGE, INC.

By: /s/
Name:  Kenneth G. Baritz
Title: Chairman

Secured Party:
LYON CREDIT CORPORATION

By: /s/
Name: F.S. Snipes
Title: Asst. V.P.


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