CONSOLIDATED, RENEWED, AND RESTATED PROMISSORY NOTE


$7,000,000.00                                           November 15, 1996



         FOR VALUE RECEIVED,  the  undersigned,  Crescent Public  Communications
Inc., and American  Network  Exchange,  Inc.,  hereinafter  collectively  called
"Borrower",  jointly  and  severally  promise to pay to the order of Lyon Credit
Corporation, hereinafter called "Payee", at its office located at 1266 East Main
Street, Stamford,  Connecticut,  06902, or at such other place as Payee may from
time  to  time   designate,   the  principal   sum  of  Seven  Million   Dollars
($7,000,000.00)  together with interest thereon at the rate of 10.52% per annum,
with  principal  and  interest  payable  in  sixty  (60)   consecutive   monthly
installments, commencing January 1, 1997 and continuing on the same date of each
month  thereafter  until this Note is fully paid,  each such  installment in the
amount of One Hundred Fifty  Thousand Five Hundred  Twenty Six Dollars and Sixty
Seven  Cents  ($150,526.67).  In  addition  to the normal  monthly  payment  due
hereunder  on  January  1,  1997,  if this  Note is  funded  on any day prior to
December 1, 1996,  Borrower shall pay, in addition to the first monthly  payment
referred to above, a payment of interest only based on the interest rate charged
hereunder on the number of days such funds were outstanding prior to December 1,
1996.

         The interest rate stated above is based on the corresponding  term U.S.
Treasury Note Rate as of November 8, 1996 (the "Effective  Date") plus 450 basis
points (i.e.,  4.5%).  Each Borrower and Payee agree that any change in the U.S.
Treasury  Note,  from the Effective Date to the date of funding of the extension
of credit  evidenced by this Note, will result in a corresponding  change in the
interest rate for this Note.

         This note is referred  to in and is  entitled  to the  benefits of that
certain Security Agreement  (hereafter  defined).  Borrower  heretofore executed
that  certain  Security  Agreement  No.  001,  dated as of  October 4, 1995 (the
"Original  Security  Agreement") for the benefit of Payee. The Original Security
Agreement was modified pursuant to that certain Amendment to Security  Agreement
No. 001, dated as of December 28, 1995 ("First Amendment"),  and is concurrently
being modified by that certain Second Amendment to Security Agreement,  dated as
of the  date  of  this  Note  ("Second  Amendment")(collectively,  the  Original
Security  Agreement,  First  Amendment,  and  Second  Amendment  are  herein the
"Security  Agreement").  Schedule No. 1 to the Original  Security  Agreement was
wholly  restated and replaced by Schedule No. 2 executed in connection  with the
First  Amendment.  Schedule  No. 2 is being  wholly  restated  and  replaced  by
Schedule No. 3 executed as of even date herewith in  connection  with the Second
Amendment.  Schedule No. 3 is herein the "Schedule." The Security  Agreement and
Schedule  encumber and grant Security  interests in certain  property  described
therein and secure the indebtedness described herein.

         All payments received in respect of this Note shall be applied,  first,
to accrued interest and then to principal. The acceptance by Payee or any holder
hereof  of any  payment  which is less than the full  amount  then due and owing
shall not  constitute  a waiver of  Payee's  or such  holder's  right to receive
payment in full at such time or at any prior or subsequent time.


<PAGE>



         Borrower,  if  required  by the  Security  Agreement,  shall,  upon the
occurrence  of an  "Event  of Loss" (as that  term is  defined  in the  Security
Agreement)  with respect to any Item of  Collateral  described in the  Schedule,
prepay  this  Note by that  amount an in the  manner  provided  in the  Security
Agreement.

         Borrower may, on any regular  installment  payment date,  prepay all or
any part of, the unpaid  principal  balance  hereof  together  with all  accrued
unpaid interest thereon to the date of such prepayment, provided that along with
and in addition to such prepayment  Borrower shall pay (i) a prepayment  premium
equal to a percentage of the remaining principal balance as follows:

                           MONTHS            FEE

                           1-12              5%
                           13-24             4%
                           25-36             3%
                           37-60             2%

and  (ii) any and all  other  sums  due  hereunder  and/or  under  the  Security
Agreement,  and provided  further,  that  Borrower  give Secured  Party at least
forty-five (45) days' prior written notice of such  prepayment.  If in part, any
prepayment shall be in an amount of no less than $250,000.00.

         Time is of the essence  hereof.  If payment of any  installment  or any
other sum due under this Note or Security  Agreement is not paid within ten (10)
days  after its due date,  Borrower  agrees to pay a late  charge of five  cents
(5(cent))  per dollar on, and in addition  to, the amount of each such  payment,
but not exceeding the lawful  maximum rate. In the event  Borrower shall fail to
make any  payment  under this Note  within ten (10) days  after  written  notice
thereof from  Secured  Party or if any other "Event of Default" (as that term is
defined in the Security Agreement) shall occur, then the entire unpaid principal
balance hereof with accrued unpaid interest thereon together with all other sums
payable under this Note or the Security Agreement, shall, at the option of Payee
and without notice or demand to Borrower,  become  immediately  due and payable,
such  accelerated  balance  bearing  interest  until paid at the default rate of
fifteen  percent  (15%) per annum,  or if prohibited by law, at such lesser rate
that is not prohibited by law.

         Notwithstanding  the foregoing,  if at any time  implementation  of any
provision  hereof  shall cause any amount  contracted  for or charged  herein or
collectable  hereunder to exceed any applicable  lawful  maximum rate,  then the
interest shall be limited to lawful maximum rate.

         Borrower and all sureties, endorsers, guarantors and any others who may
at any time become liable for the payment  hereof hereby  consent to any and all
extensions of time,  renewals,  waivers, and modifications of, and substitutions
or releases of security or of any party primarily or secondarily liable on, this
Note or the Security  Agreement or any of the terms and provision of either that
may be made,  granted  or  consented  to by Payee,  and  agree  that suit may be
brought  and  maintained  against  any one or more of them,  at the  election of
Payee,  without joinder of the others as parties  thereto,  and that Payee shall
not be required to first  foreclose,  proceed  against,  or exhaust any security
herefor in order to enforce payment by them, or any one or more of them, of this
Note. Borrower and all sureties, endorsers,  guarantors or any others who may at
any time become liable

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<PAGE>



for  the  payment  hereof  hereby  severally  waive:   presentment,   notice  of
nonpayment,  demand for payment,  notice of dishonor,  and all other  notices in
connection with this Note; filing of suit;  diligence in collecting on this Note
or  enforcing  any of the  security  herefor;  and all  benefits  or  valuation,
appraisement  and  exemption  laws,  and  further  severally  agree  to pay,  if
permitted  by law,  all  expenses  incurred in  collection,  including,  without
limitation, reasonable attorney's fees.

         Borrower and the persons  signing on  Borrower's  behalf  represent and
warrant  that the  execution  and delivery of this Note has been  authorized  by
Borrower's  boards of  directors  and by all  other  necessary  and  appropriate
corporate and shareholder action.

         This Note is  transferable in accordance with the terms of the Security
Agreement.

         In addition to increasing the amount of the loan to Borrower, this Note
also  consolidates,  renews and restates that certain (i) Promissory Note, dated
October 4, 1995,  in the original  stated  amount of  $2,500,000.00  executed by
Borrower for the benefit of Payee and (ii) Promissory  Note,  dated December 28,
1995, in the original stated amount of $500,000.00  executed by Borrower for the
benefit of Payee.

         THIS NOTE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933 AND
MAY NOT BE  TRANSFERRED IN VIOLATION OF SUCH ACT. THIS NOTE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         IN WITNESS  WHEREOF,  Borrower  has  executed  this Note as of the date
first above written.


                                    CRESCENT PUBLIC COMMUNICATIONS INC.
                                    as Borrower

                                    By: /s/
                                        Kenneth G. Baritz, Chairman

                                    ATTEST: /s/
                                            Renee Brandner, Secretary

                                                             (Seal)


                                    AMERICAN NETWORK EXCHANGE, INC.,
                                    as Borrower


                                     By: /s/
                                         Kenneth G. Baritz, Chairman

                                     ATTEST: /s/
                                             Amy Gross, Secretary

                                                             (Seal)

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