<PAGE>   1
                                                                    EXHIBIT 10.2


                                 U.S. $3,500,000


                                CREDIT AGREEMENT

                                     between


                                  CORZON, INC.
                                as the Borrower,



                                       and



                                   SHERMAN LLC
                                  as the Lender








                                January 25, 2001

<PAGE>   2


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                          PAGE

<S>                                                                       <C>
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS...................................1

       SECTION 1.1 Defined Terms.............................................1

       SECTION 1.2 Use of Defined Terms......................................8

       SECTION 1.3 Cross-References..........................................8

ARTICLE II COMMITMENT, BORROWING PROCEDURES AND NOTE.........................8

       SECTION 2.1 Commitment................................................8

       SECTION 2.2 Borrowing Procedure.......................................8

       SECTION 2.3 Note......................................................8

ARTICLE III REPAYMENTS, PREPAYMENTS, INTEREST AND FEES.......................9

       SECTION 3.1 Repayments and Prepayments................................9

       SECTION 3.2 Interest Provisions.......................................9

ARTICLE IV TAXES, PAYMENTS AND USE OF PROCEEDS..............................10

       SECTION 4.1 Taxes....................................................10

       SECTION 4.2 Payments, Computations, etc..............................11

       SECTION 4.3 Use of Proceeds..........................................11

ARTICLE V CONDITIONS TO BORROWING...........................................11

       SECTION 5.1 Initial Borrowing........................................11

       SECTION 5.2 All Borrowings...........................................12

ARTICLE VI REPRESENTATIONS AND WARRANTIES...................................14

       SECTION 6.1 Organization, etc........................................14

       SECTION 6.2 Due Authorization, Non-Contravention, etc................14

       SECTION 6.3 Government Approval, Regulation, etc.....................14

       SECTION 6.4 Validity, etc............................................15

       SECTION 6.5 Financial Information....................................15

       SECTION 6.6 No Material Adverse Change...............................15

       SECTION 6.7 Litigation, Labor Controversies, etc.....................15

       SECTION 6.8 Subsidiaries.............................................15

       SECTION 6.9 Ownership of Properties..................................15

       SECTION 6.10 Taxes...................................................15

       SECTION 6.11 Pension and Welfare Plans...............................16
</TABLE>


                                       i
<PAGE>   3


                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                          PAGE

<S>                                                                       <C>
       SECTION 6.12 Environmental Warranties................................16

       SECTION 6.13 Regulations G, U and X..................................18

       SECTION 6.14 Accuracy of Information.................................18

ARTICLE VII COVENANTS.......................................................18

       SECTION 7.1 Affirmative Covenants....................................18

       SECTION 7.2 Negative Covenants.......................................20

ARTICLE VIII EVENTS OF DEFAULT..............................................24

       SECTION 8.1 Listing of Events of Default.............................24

       SECTION 8.2 Action if Bankruptcy.....................................26

       SECTION 8.3 Action if Other Event of Default.........................27

ARTICLE IX MISCELLANEOUS PROVISIONS.........................................27

       SECTION 9.1 Waivers, Amendments, etc.................................27

       SECTION 9.2 Notices..................................................27

       SECTION 9.3 Payment of Costs and Expenses............................28

       SECTION 9.4 Indemnification..........................................29

       SECTION 9.5 Survival.................................................30

       SECTION 9.6 Severability.............................................30

       SECTION 9.7 Headings.................................................30

       SECTION 9.8 Execution in Counterparts, Effectiveness, etc............30

       SECTION 9.9 Governing Law; Entire Agreement..........................30

       SECTION 9.10 Successors and Assigns..................................30

       SECTION 9.11 Participations..........................................30

       SECTION 9.12 Confidentiality.........................................31

       SECTION 9.13 Other Transactions......................................32

       SECTION 9.14 Waiver of Jury Trial....................................32
</TABLE>


SCHEDULE I -  Disclosure Schedule

EXHIBIT A  -  Form of Borrowing Request
EXHIBIT B  -  Form of Note
EXHIBIT C  -  Form of Security Agreement
EXHIBIT D  -  Form of Guaranty
EXHIBIT E  -  Form of Warrant


                                      ii
<PAGE>   4
                                CREDIT AGREEMENT


         This Credit Agreement is dated as of January 25, 2001, between Corzon,
Inc., a Texas corporation (the "Borrower"), and Sherman LLC, a Cayman Islands
limited liability company (the "Lender").

                                   WITNESSETH:

         WHEREAS, the Borrower is engaged directly and through its various
Subsidiaries in the telecommunications business; and

         WHEREAS, pursuant to an Agreement and Plan of Merger dated January 5,
2001 (the "Merger Agreement"), among the Borrower, a wholly-owned Subsidiary of
the Borrower, and LecStar Communications Corporation, a Delaware corporation
("LecStar"), the Borrower intends to acquire LecStar through the merger of its
wholly-owned Subsidiary with and into LecStar (the "Merger"); and

         WHEREAS, in connection with the Merger, the Borrower desires to obtain
a Commitment from the Lender pursuant to which Loans, in a maximum aggregate
principal amount at any one time outstanding not to exceed $3,500,000, will be
made to the Borrower from time to time prior to the Commitment Termination Date;
and

         WHEREAS, the Lender is willing, on the terms and subject to the
conditions hereinafter set forth (including ARTICLE V), to extend such
Commitment and make such Loans to the Borrower; and

         WHEREAS, the proceeds of such Loans will be used for general corporate
purposes of the Borrower and its Significant Subsidiaries;

         NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

         SECTION 1.1 Defined Terms. The following terms when used in this
Agreement, including its preamble and recitals, shall, except where the context
otherwise requires, have the following meanings (such meanings to be equally
applicable to the singular and plural forms thereof):

         "Affiliate" of any Person means any other Person which, directly or
indirectly, controls, is controlled by or is under common control with such
Person (excluding any trustee under, or any committee with responsibility for
administering, any Plan). A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or indirectly, power

                  (a) to vote 10% or more of the securities (on a fully diluted
         basis) having ordinary voting power for the election of directors or
         managing general partners; or



                                       1

<PAGE>   5


                  (b) to direct or cause the direction of the management and
         policies of such Person whether by contract or otherwise.

         "Agreement" means this Credit Agreement as originally in effect on the
Effective Date and as thereafter from time to time amended, supplemented,
amended and restated, or otherwise modified.

         "Authorized Officer" means, relative to the Borrower, those of its
officers whose signatures and incumbency shall have been certified to the Lender
pursuant to SECTION 5.1.1.

         "Base Rate" means, on any date and with respect to all Loans, a rate of
interest per annum equal to twenty-four percent (24%).

         "Borrower" is defined in the preamble.

         "Borrowing Request" means a Loan request and certificate duly executed
by an Authorized Officer of the Borrower, substantially in the form of Exhibit A
hereto.

         "Business Day" means any day which is neither a Saturday or Sunday nor
a legal holiday on which banks are authorized or required to be closed in New
York, New York or Houston, Texas.

         "Cash Equivalent Investment" means, at any time:

                  (a) any evidence of Indebtedness, maturing not more than one
         year after such time, issued or guaranteed by the United States
         Government;

                  (b) commercial paper, maturing not more than nine months from
         the date of issue, which is issued by a corporation (other than an
         Affiliate of the Borrower) organized under the laws of any state of the
         United States or of the District of Columbia and rated A-l by Standard
         & Poor's Corporation or P-l by Moody's Investors Service, Inc.; or

                  (c) any certificate of deposit or bankers acceptance, maturing
         not more than one year after such time, which is issued by a commercial
         banking institution that is a member of the Federal Reserve System and
         has a combined capital and surplus and undivided profits of not less
         than $500,000,000.

         "CERCLA" means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended.

         "CERCLIS" means the Comprehensive Environmental Response Compensation
Liability Information System List.

         "Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

                                       2
<PAGE>   6

         "Commitment" means the Lender's obligation to make Loans pursuant to
SECTION 2.1.1.

         "Commitment Amount" means, on any date, $3,500,000.

         "Commitment Termination Date" means the earliest of

                  (a) December 31, 2001; and

                  (b) the date on which any Commitment Termination Event occurs.

Upon the occurrence of any event described in clause (b), the Commitment shall
terminate automatically and without any further action.

         "Commitment Termination Event" means

                  (a) the occurrence of any Default described in clauses (a)
         through (d) of SECTION 8.1.8; or

                  (b) the occurrence and continuance of any other Event of
         Default and either

                           (i) the declaration of the Loans to be due and
                  payable pursuant to SECTION 8.3, or

                           (ii) in the absence of such declaration, the giving
                  of notice by the Lender to the Borrower that the Commitment
                  has been terminated.

         "Contingent Liability" means any agreement, undertaking or arrangement
by which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon (by direct or indirect agreement, contingent or otherwise, to
provide funds for payment, to supply funds to, or otherwise to invest in, a
debtor, or otherwise to assure a creditor against loss) the indebtedness,
obligation or any other liability of any other Person (other than by
endorsements of instruments in the course of collection), or guarantees the
payment of dividends or other distributions upon the shares of any other Person.
The amount of any Person's obligation under any Contingent Liability shall
(subject to any limitation set forth therein) be deemed to be the outstanding
principal amount (or maximum principal amount, if larger) of the debt,
obligation or other liability guaranteed thereby.

         "Controlled Group" means all members of a controlled group of
corporations and all members of a controlled group of trades or businesses
(whether or not incorporated) under common control which, together with the
Borrower, are treated as a single employer under Section 414(b) or 414(c) of the
Code or Section 4001 of ERISA.

         "Default" means any Event of Default or any condition, occurrence or
event which, after notice or lapse of time or both, would constitute an Event of
Default.

                                       3
<PAGE>   7

         "Disclosure Schedule" means the Disclosure Schedule attached hereto as
Schedule I, as it may be amended, supplemented or otherwise modified from time
to time by the Borrower with the written consent of the Lender.

         "Dollar" and the sign "$" mean lawful money of the United States.

         "Effective Date" means the date this Agreement becomes effective
pursuant to SECTION 9.8.

         "Environmental Laws" means all applicable federal, state or local
statutes, laws, ordinances, codes, rules, regulations and guidelines (including
consent decrees and administrative orders) relating to public health and safety
and protection of the environment.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute of similar import, together with the
regulations thereunder, in each case as in effect from time to time. References
to sections of ERISA also refer to any successor sections.

         "Event of Default" is defined in SECTION 8.1.

         "F.R.S. Board" means the Board of Governors of the Federal Reserve
System or any successor thereto.

         "GAAP" means United States generally accepted accounting principles, as
applied on a consistent basis.

         "Hazardous Material" means

                  (a) any "hazardous substance", as defined by CERCLA;

                  (b) any "hazardous waste", as defined by the Resource
         Conservation and Recovery Act, as amended;

                  (c) any petroleum product (other than gasoline or oil while
         used in an internal combustion engine); or

                  (d) any pollutant or contaminant or hazardous, dangerous or
         toxic chemical, material or substance within the meaning of any other
         applicable federal, state or local law, regulation, ordinance or
         requirement (including consent decrees and administrative orders)
         relating to or imposing liability or standards of conduct concerning
         any hazardous, toxic or dangerous waste, substance or material, all as
         amended or hereafter amended.

         "Hedging Obligations" means, with respect to any Person, all
liabilities of such Person under interest rate swap agreements, interest rate
cap agreements and interest rate collar agreements, and all other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates or currency exchange rates.

                                       4
<PAGE>   8

         "herein", "hereof", "hereto", "hereunder" and similar terms contained
in this Agreement or any other Loan Document refer to this Agreement or such
other Loan Document, as the case may be, as a whole and not to any particular
Section, paragraph or provision of this Agreement or such other Loan Document.

         "Indebtedness" of any Person means, without duplication:

                  (a) all obligations of such Person for borrowed money and all
         obligations of such Person evidenced by bonds, debentures, notes or
         other similar instruments;

                  (b) all obligations, contingent or otherwise, relative to the
         face amount of all letters of credit, whether or not drawn, and
         banker's acceptances issued for the account of such Person;

                  (c) all obligations of such Person as lessee under leases
         which have been or should be, in accordance with GAAP, recorded as
         capitalized lease liabilities;

                  (d) all other items which, in accordance with GAAP, would be
         included as liabilities on the liability side of the balance sheet of
         such Person as of the date at which Indebtedness is to be determined;

                  (e) net liabilities of such Person under all Hedging
         Obligations;

                  (f) whether or not so included as liabilities in accordance
         with GAAP, all obligations of such Person to pay the deferred purchase
         price of property or services, and indebtedness (excluding prepaid
         interest thereon) secured by a Lien on property owned or being
         purchased by such Person (including indebtedness arising under
         conditional sales or other title retention agreements), whether or not
         such indebtedness shall have been assumed by such Person or is limited
         in recourse; and

                  (g) all Contingent Liabilities of such Person in respect of
         any of the foregoing.

For all purposes of this Agreement, the Indebtedness of any Person shall include
the Indebtedness of any partnership or joint venture in which such Person is a
general partner or a joint venturer.

         "Indemnified Liabilities" is defined in SECTION 9.4.

         "Indemnified Parties" is defined in SECTION 9.4.

         "Investment" means, relative to any Person,

                  (a) any loan or advance made by such Person to any other
         Person (excluding commission, travel and similar advances to officers
         and employees made in the ordinary course of business);

                  (b) any Contingent Liability of such Person; and

                                       5
<PAGE>   9

                  (c) any ownership or similar interest held by such Person in
         any other Person.

The amount of any Investment shall be the original principal or capital amount
thereof less all returns of principal or equity thereon (and without adjustment
by reason of the financial condition of such other Person) and shall, if made by
the transfer or exchange of property other than cash, be deemed to have been
made in an original principal or capital amount equal to the fair market value
of such property.

         "Knowledge of the Borrower" means the actual knowledge, without
independent inquiry, of any of the executive officers of the Borrower, which
executive officers are hereby deemed to include, but not be limited to, Lawrence
Shatsoff.

         "LecStar" is defined in the second recital.

         "Lender" is defined in the preamble.

         "Lien" means any security interest, mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or otherwise),
charge against or interest in property to secure payment of a debt or
performance of an obligation or other priority or preferential arrangement of
any kind or nature whatsoever.

         "Loan" is defined in SECTION 2.1.1.

         "Loan Document" means this Agreement, the Note, each Guaranty executed
in accordance with SECTION 5.1.4 and the Security Agreement.

         "Maturity Date" means June 30, 2002.

         "Merger" is defined in the second recital.

         "Merger Agreement" is defined in the second recital.

         "Note" means a promissory note of the Borrower payable to the Lender,
in the form of Exhibit B hereto (as such promissory note may be amended,
endorsed or otherwise modified from time to time), evidencing the aggregate
Indebtedness of the Borrower to the Lender resulting from outstanding Loans, and
also means all other promissory notes accepted from time to time in substitution
therefor or renewal thereof.

         "Obligations" means all obligations (monetary or otherwise) of the
Borrower and each other Obligor arising under or in connection with this
Agreement, the Note and each other Loan Document.

         "Obligor" means the Borrower or any other Person (other than the
Lender) obligated under any Loan Document.

         "Organic Document" means, relative to the Borrower or any Obligor, its
certificate of incorporation, its by-laws and all shareholder agreements, voting
trusts and similar arrangements applicable to any of its authorized shares of
capital stock.

                                       6
<PAGE>   10

         "Participant" is defined in SECTION 9.11.

         "PBGC" means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

         "Pension Plan" means a "pension plan", as such term is defined in
section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a
multiemployer plan as defined in section 4001(a)(3) of ERISA), and to which the
Borrower or any corporation, trade or business that is, along with the Borrower,
a member of a Controlled Group, may have liability, including any liability by
reason of having been a substantial employer within the meaning of section 4063
of ERISA at any time during the preceding five years, or by reason of being
deemed to be a contributing sponsor under section 4069 of ERISA.

         "Person" means any natural person, corporation, firm, association,
government, governmental agency or any other entity, whether acting in an
individual, fiduciary or other capacity.

         "Plan" means any Pension Plan or Welfare Plan.

         "Release" means a "release", as such term is defined in CERCLA.

         "Resource Conservation and Recovery Act" means the Resource
Conservation and Recovery Act, 42 U.S.C. Section 690, et seq., as in effect from
time to time.

         "Security Agreement" means the Security Agreement executed and
delivered pursuant to SECTION 5.1.3, substantially in the form of Exhibit C
hereto, as amended, supplemented, restated or otherwise modified from time to
time.

         "Significant Subsidiaries" means (i) LecStar, (ii) LecStar Telecom,
Inc., a Georgia corporation and wholly-owned subsidiary of LecStar, (iii)
LecStar Datanet, Inc., a Georgia corporation and wholly-owned subsidiary of
LecStar and (iv) B4B Communications, Ltd, a company formed under the laws of the
United Kingdom.

         "Subordinated Debt" means all unsecured Indebtedness of the Borrower
for money borrowed which is subordinated, upon terms satisfactory to the Lender,
in right of payment to the payment in full in cash of all Obligations.

         "Subsidiary" means, with respect to any Person, any corporation of
which more than 50% of the outstanding capital stock having ordinary voting
power to elect a majority of the board of directors of such corporation
(irrespective of whether at the time capital stock of any other class or classes
of such corporation shall or might have voting power upon the occurrence of any
contingency) is at the time directly or indirectly owned by such Person, by such
Person and one or more other Subsidiaries of such Person, or by one or more
other Subsidiaries of such Person.

         "Taxes" is defined in SECTION 4.1.

         "Welfare Plan" means a "welfare plan," as such term is defined in
section 3(1) of ERISA.

                                       7
<PAGE>   11

         SECTION 1.2 Use of Defined Terms. Unless otherwise defined or the
context otherwise requires, terms for which meanings are provided in this
Agreement shall have such meanings when used in the Disclosure Schedule and the
Note and in each Borrowing Request, Continuation/Conversion Notice, Loan
Document, notice and other communication delivered from time to time in
connection with this Agreement or any other Loan Document.

         SECTION 1.3 Cross-References. Unless otherwise specified, references in
this Agreement and in each other Loan Document to any Article or Section are
references to such Article or Section of this Agreement or such other Loan
Document, as the case may be, and, unless otherwise specified, references in any
Article, Section or definition to any clause are references to such clause of
such Article, Section or definition.

                                   ARTICLE II

                    COMMITMENT, BORROWING PROCEDURES AND NOTE

         SECTION 2.1 Commitment. On the terms and subject to the conditions of
this Agreement, the Lender agrees to make Loans pursuant to the Commitment
described in this SECTION 2.1.

         SECTION 2.1.1 Commitment To Make Loans. From time to time on any
Business Day occurring prior to the Commitment Termination Date, the Lender will
make a loan (a "Loan") to the Borrower equal to the aggregate principal amount
requested by the Borrower to be loaned on such day. The commitment of the Lender
described in this SECTION 2.1.1 is herein referred to as its "Commitment". On
the terms and subject to the conditions hereof, the Borrower may from time to
time borrow, prepay and reborrow Loans.

         SECTION 2.1.2 Lender Not Permitted or Required To Make Loans. The
Lender shall not be permitted or required to make any Loan if, after giving
effect thereto, the aggregate outstanding principal amount of all Loans would
exceed the Commitment Amount.

         SECTION 2.2 Borrowing Procedure. By delivering a Borrowing Request to
the Lender on or before 10:00 a.m., New York, New York time, on a Business Day,
the Borrower may from time to time irrevocably request, on not less than three
nor more than five Business Days' notice, that a Loan be made in an integral
multiple of $25,000, or in the unused amount of the Commitment; provided,
however, that no more than an aggregate of $400,000 may be made as a Loan during
any calendar month. On the terms and subject to the conditions of this
Agreement, each Loan shall be made on the Business Day, specified in such
Borrowing Request. On or before 11:00 a.m. (New York, New York time) on such
Business Day, the Lender shall make funds in an amount equal to the requested
Loan available to the Borrower by wire transfer to the accounts the Borrower
shall have specified in its Borrowing Request.

         SECTION 2.3 Note. The Lender's Loans under its Commitment shall be
evidenced by the Note payable to the order of the Lender in a maximum principal
amount equal to the original Commitment Amount. The Borrower hereby irrevocably
authorizes the Lender to make (or cause to be made) appropriate notations on the
grid attached to the Lender's Note (or on any continuation of such grid), which
notations, if made, shall evidence, inter alia, the date of, the

                                       8
<PAGE>   12

outstanding principal of, and the interest rate applicable to the Loans
evidenced thereby. Such notations shall be conclusive and binding on the
Borrower absent manifest error; provided, however, that the failure of the
Lender to make any such notations shall not limit or otherwise affect any
Obligations of the Borrower.

                                   ARTICLE III

                   REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

         SECTION 3.1 Repayments and Prepayments. The Borrower shall repay in
full the unpaid principal amount of each Loan upon the Maturity Date. Prior
thereto, the Borrower:

                  (a) may, from time to time on any Business Day, make a
         voluntary prepayment, in whole or in part, of the outstanding principal
         amount of any Loans; provided, however, that all such voluntary
         prepayments shall require at least three but no more than five Business
         Days' prior written notice to the Lender; and

                  (b) all such voluntary partial prepayments shall be in an
         aggregate minimum amount of $10,000 and an integral multiple of $1,000
         (other than any prepayment that pays all outstanding principal of any
         Loan); and

                  (c) shall, immediately upon any acceleration of the Maturity
         Date of any Loans pursuant to SECTION 8.2 or SECTION 8.3, repay all
         Loans, unless, pursuant to SECTION 8.3, only a portion of all Loans is
         so accelerated.

Each prepayment of any Loans made pursuant to this Section shall be without
premium or penalty. No voluntary prepayment of principal of any Loans shall
cause a reduction in the Commitment Amount.

         SECTION 3.2 Interest Provisions. Interest on the outstanding principal
amount of Loans shall accrue at the Base Rate and shall be payable in accordance
with this SECTION 3.2.

         SECTION 3.2.1 Post-Maturity Rates. After the date any principal amount
of any Loan is due and payable (whether on the Maturity Date, upon acceleration
or otherwise), or after any other monetary Obligation of the Borrower shall have
become due and payable, the Borrower shall pay, but only to the extent permitted
by law, interest (after as well as before judgment) on such amounts at a rate
per annum equal to thirty percent (30%).

         SECTION 3.2.2 Payment Dates. Interest accrued on each Loan shall be
payable, without duplication:

                  (a) on the Maturity Date therefor;

                  (b) on the date of any payment or prepayment, in whole or in
         part, of principal outstanding on such Loan; and

                  (c) on that portion of any Loans the Maturity Date of which is
         accelerated pursuant to SECTION 8.2 or SECTION 8.3, immediately upon
         such acceleration.

                                       9
<PAGE>   13

Interest accrued on Loans or other monetary Obligations arising under this
Agreement or any other Loan Document after the date such amount is due and
payable (whether on the Maturity Date, upon acceleration or otherwise) shall be
payable upon demand.

         SECTION 3.2.3 It is the intention of the Borrower and the Lender to
conform strictly to applicable usury laws, if any. Accordingly, notwithstanding
anything to the contrary in any of the Loan Documents, it is agreed as follows:
(a) the aggregate of all interest and any other charges constituting interest
under applicable law and contracted for, chargeable or receivable under the Note
or otherwise in connection with the Obligations evidenced by this Agreement or
any other Loan Agreement shall under no circumstances exceed the maximum amount
of interest permitted by applicable law, if any, and any excess shall be deemed
a mistake and canceled automatically and, if theretofore paid, shall, at the
option of the Lender, be refunded to the Borrower or credited on the principal
amount of the Loans as a voluntary prepayment; and (b) in the event that the
entire unpaid balance of the Note is declared due and payable by the Lender,
then earned interest may never include more than the maximum amount permitted by
applicable law, if any, and any unearned interest shall be canceled
automatically and, if theretofore paid, shall at the option of the Lender,
either be refunded to the Borrower or credited on the principal amount of the
Note.

                                   ARTICLE IV

                       TAXES, PAYMENTS AND USE OF PROCEEDS

         SECTION 4.1 Taxes. All payments by the Borrower of principal of, and
interest on, the Loans and all other amounts payable hereunder shall be made
free and clear of and without deduction for any present or future income,
excise, stamp or other taxes, fees, duties, withholdings or other charges of any
nature whatsoever imposed by any taxing authority, other than franchise taxes
and taxes imposed on or measured by the Lender's net income or receipts (such
non-excluded items being called "Taxes"). In the event that any withholding or
deduction from any payment to be made by the Borrower hereunder is required in
respect of any Taxes pursuant to any applicable law, rule or regulation, then
the Borrower will:

                  (a) pay directly to the relevant authority the full amount
         required to be so withheld or deducted;

                  (b) promptly forward to the Lender an official receipt or
         other documentation satisfactory to the Lender evidencing such payment
         to such authority; and

                  (c) pay to the Lender such additional amount or amounts as is
         necessary to ensure that the net amount actually received by the Lender
         will equal the full amount the Lender would have received had no such
         withholding or deduction been required.

Moreover, if any Taxes are directly asserted against the Lender with respect to
any payment received by the Lender hereunder, the Lender may pay such Taxes and
the Borrower will promptly pay such additional amounts (including any penalties,
interest or expenses) as is necessary in order that the net amount received by
such person after the payment of such Taxes

                                       10
<PAGE>   14

(including any Taxes on such additional amount) shall equal the amount such
person would have received had not such Taxes been asserted.

         If the Borrower fails to pay any Taxes when due to the appropriate
taxing authority or fails to remit to the Lender the required receipts or other
required documentary evidence, the Borrower shall indemnify the Lender for any
incremental Taxes, interest or penalties that may become payable by the Lender
as a result of any such failure.

         SECTION 4.2 Payments, Computations, etc. All payments by the Borrower
pursuant to this Agreement, the Note or any other Loan Document shall be made by
the Borrower to the Lender, without setoff, deduction or counterclaim, not later
than 11:00 a.m., New York, New York time, on the date due, in same day or
immediately available funds, to such account as the Lender shall specify from
time to time by notice to the Borrower. Funds received after that time shall be
deemed to have been received by the Lender on the next succeeding Business Day.
All interest and fees shall be computed on the basis of the actual number of
days (including the first day but excluding the last day) occurring during the
period for which such interest or fee is payable over a year comprised of 365
days or, if appropriate, 366 days. Whenever any payment to be made shall
otherwise be due on a day which is not a Business Day, such payment shall be
made on the next succeeding Business Day and such extension of time shall be
included in computing interest and fees, if any, in connection with such
payment.

         SECTION 4.3 Use of Proceeds. The Borrower shall apply the proceeds of
each Loan for general corporate purposes; without limiting the foregoing, no
proceeds of any Loan will be used to acquire any equity security of a class
which is registered pursuant to Section 12 of the Securities Exchange Act of
1934 or any "margin stock", as defined in F.R.S. Board Regulation U.

                                    ARTICLE V

                             CONDITIONS TO BORROWING

         SECTION 5.1 Initial Borrowing. The obligation of the Lender to fund the
initial Loan shall be subject to the prior or concurrent satisfaction of each of
the conditions precedent set forth in this SECTION 5.1.

         SECTION 5.1.1 Resolutions, etc. The Lender shall have received from the
Borrower a certificate (in form and substance satisfactory to the Lender), dated
the date of the initial Loan, of its Secretary or Assistant Secretary as to:

                  (a) resolutions of its Board of Directors then in full force
         and effect authorizing the execution, delivery and performance of this
         Agreement, the Note and each other Loan Document to be executed by it;
         and

                  (b) the incumbency and signatures of those of its officers
         authorized to act with respect to this Agreement, the Note and each
         other Loan Document executed by it,

upon which certificate the Lender may conclusively rely until it shall have
received a further certificate of the Secretary of the Borrower canceling or
amending such prior certificate.

                                       11
<PAGE>   15

         SECTION 5.1.2 Delivery of Note. The Lender shall have received its Note
duly executed and delivered by the Borrower.

         SECTION 5.1.3 Security Agreement. The Lender shall have received
executed counterparts of the Security Agreement, dated as of the date hereof,
duly executed by the Borrower and each of the Significant Subsidiaries, together
with:

                  (a) acknowledgment copies of properly filed Uniform Commercial
         Code financing statements (Form UCC-1), dated a date reasonably near to
         the date of the initial Loan , or such other evidence of filing as may
         be acceptable to the Lender, naming the Borrower and each of the
         Significant Subsidiaries as the debtors and the Lender as the secured
         party, or other similar instruments or documents, filed under the
         Uniform Commercial Code of all jurisdictions as may be necessary or, in
         the opinion of the Lender, desirable to perfect the security interest
         of the Lender pursuant to the Security Agreement;

                  (b) executed copies of proper Uniform Commercial Code Form
         UCC-3 termination statements, if any, necessary to release all Liens
         and other rights of any Person in any collateral described in the
         Security Agreement previously granted by any Person, together with such
         other Uniform Commercial Code Form UCC-3 termination statements as the
         Lender may reasonably request from such Obligors; and

                  (c) certified copies of Uniform Commercial Code Requests for
         Information or Copies (Form UCC-11), or a similar search report
         certified by a party acceptable to the Lender, dated a date reasonably
         near to the date of the initial Loan, listing all effective financing
         statements which name the Borrower and each of the Significant
         Subsidiaries (under its present name and any previous names) as the
         debtor and which are filed in the jurisdictions in which filings were
         made pursuant to clause (a) above, together with copies of such
         financing statements (none of which (other than those described in
         clause (a), if such Form UCC-11 or search report, as the case may be,
         is current enough to list such financing statements described in clause
         (a)) shall cover any collateral described in the Security Agreement).

         SECTION 5.1.4 Guaranty. The Lender shall have received executed
counterparts of a Guaranty substantially in the form of Exhibit D hereto, dated
as of the date hereof, duly executed by each of the Significant Subsidiaries.

         SECTION 5.1.5 Closing Fees, Expenses, etc. The Lender shall have
received all fees, costs and expenses due and payable pursuant to SECTION 9.3,
if then invoiced.

         SECTION 5.2 All Borrowings. The obligation of the Lender to fund any
Loan (including the initial Loan) shall be subject to the satisfaction of each
of the conditions precedent set forth in this SECTION 5.2.

         SECTION 5.2.1 Compliance with Warranties, No Default, etc. Both before
and after giving effect to any Loan (but, if any Default of the nature referred
to in SECTION 8.1.4 shall have occurred with respect to any other Indebtedness,
without giving effect to the

                                       12
<PAGE>   16

application, directly or indirectly, of the proceeds thereof) the following
statements shall be true and correct

                  (a) the representations and warranties set forth in ARTICLE VI
         (excluding, however, those contained in SECTION 6.7) shall be true and
         correct with the same effect as if then made (unless stated to relate
         solely to an early date, in which case such representations and
         warranties shall be true and correct as of such earlier date);

                  (b) except as disclosed by the Borrower to the Lender pursuant
         to SECTION 6.7

                           (i) no labor controversy, litigation, arbitration or
                  governmental investigation or proceeding shall be pending or,
                  to the knowledge of the Borrower, threatened against the
                  Borrower or any of its Subsidiaries which might materially
                  adversely affect the Borrower's consolidated business,
                  operations, assets, revenues, properties or prospects or which
                  purports to affect the legality, validity or enforceability of
                  this Agreement, the Note or any other Loan Document; and

                           (ii) no development shall have occurred in any labor
                  controversy, litigation, arbitration or governmental
                  investigation or proceeding disclosed pursuant to SECTION 6.7
                  which might materially adversely affect the consolidated
                  businesses, operations, assets, revenues, properties or
                  prospects of the Borrower and its Subsidiaries; and

                  (c) no Default shall have then occurred and be continuing, and
         neither the Borrower nor any of its Subsidiaries are in material
         violation of any law or governmental regulation or court order or
         decree.

         SECTION 5.2.2 Borrowing Request. The Lender shall have received a
Borrowing Request for such Loan. Each of the delivery of a Borrowing Request and
the acceptance by the Borrower of the proceeds of such Loan shall constitute a
representation and warranty by the Borrower that on the date of such Loan (both
immediately before and after giving effect to such Loan and the application of
the proceeds thereof) the statements made in SECTION 5.2.1 are true and correct.

         SECTION 5.2.3 Warrant. The Borrower shall have issued to the Lender a
warrant, in the form of Exhibit E attached hereto, to purchase a number of
shares of common stock of the Borrower equal to ten percent (10%) of the
principal amount of such Loan divided by the average of the closing bids for the
five trading days immediately prior to the date of the Loan, all as detailed in
the Exhibit E.

         SECTION 5.2.4 Coverage. As of the date of Loan, the Borrower shall have
a growth rate of its customer base of 25% per fiscal quarter from the date of
the initial Loan under this Agreement, with evidence thereof satisfactory to the
Lender in its reasonable discretion.

         SECTION 5.2.5 Satisfactory Legal Form. All documents executed or
submitted pursuant hereto by or on behalf of the Borrower or any of its
Subsidiaries or any other Obligors

                                       13
<PAGE>   17

shall be satisfactory in form and substance to the Lender and its counsel; the
Lender and its counsel shall have received all information, approvals, opinions,
documents or instruments as the Lender or its counsel may reasonably request.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

         In order to induce the Lender to enter into this Agreement and to make
Loans hereunder, the Borrower represents and warrants unto the Lender as set
forth in this ARTICLE VI.

         SECTION 6.1 Organization, etc. The Borrower and each of its Significant
Subsidiaries is a corporation validly organized and existing and in good
standing under the laws of the State of its incorporation, is duly qualified to
do business and is in good standing as a foreign corporation in each
jurisdiction where the nature of its business requires such qualification, and
has full power and authority and holds all requisite governmental licenses,
permits and other approvals to enter into and perform its Obligations under this
Agreement, the Note and each other Loan Document to which it is a party and to
own and hold under lease its property and to conduct its business substantially
as currently conducted by it.

         SECTION 6.2 Due Authorization, Non-Contravention, etc. The execution,
delivery and performance by the Borrower and each applicable Subsidiary of each
Loan Document executed or to be executed by it, and the Borrower's and each
applicable Subsidiary's participation in the consummation of the Merger are
within the Borrower's and each such Subsidiary's corporate powers, have been
duly authorized by all necessary corporate action, and do not

                  (a) contravene the Borrower's or any such Subsidiary's Organic
         Documents;

                  (b) contravene any contractual restriction, law or
         governmental regulation or court decree or order binding on or
         affecting the Borrower or any such Subsidiary; or

                  (c) result in, or require the creation or imposition of, any
         Lien on any of the Borrower's or any Subsidiary's properties.

         SECTION 6.3 Government Approval, Regulation, etc. No authorization or
approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body or other Person is required for the due execution,
delivery or performance by the Borrower or any applicable Subsidiary of any Loan
Document, or for the Borrower's and each applicable Subsidiary's participation
in the consummation of the Merger, except for the filing of a Certificate of
Merger with the Secretary of State of Delaware, all of which have been duly
obtained or made and are in full force and effect. Neither the Borrower nor any
of its Subsidiaries is an "investment company" within the meaning of the
Investment Company Act of 1940, as amended, or a "holding company", or a
"subsidiary company" of a "holding company", or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company", within the meaning
of the Public Utility Holding Company Act of 1935, as amended.

                                       14
<PAGE>   18

         SECTION 6.4 Validity, etc. This Agreement constitutes, and the Note and
each other Loan Document executed by the Borrower will, on the due execution and
delivery thereof, constitute, the legal, valid and binding obligations of the
Borrower and each applicable Subsidiary that is a party thereto enforceable in
accordance with their respective terms.

         SECTION 6.5 Financial Information. The unaudited balance sheet of each
of the Borrower and the Significant Subsidiaries other than LecStar as at
November 30, 2000, and the unaudited balance sheet of LecStar as at November 30,
2000, and the related statements of earnings and cash flow of each of the
Borrower and the Significant Subsidiaries other than LecStar, along with the
related statements of earnings and cash flow of LecStar, copies of which have
been made available to the Lender, have been prepared in accordance with GAAP
consistently applied, and present fairly the financial condition of the
corporations covered thereby as at the dates thereof and the results of their
operations for the periods then ended.

         SECTION 6.6 No Material Adverse Change. Since the date of the financial
statements described in SECTION 6.5, there has been no material adverse change
in the financial condition, operations, assets, business, properties or
prospects of the Borrower and its Subsidiaries or LecStar.

         SECTION 6.7 Litigation, Labor Controversies, etc. There is no pending
or, to the knowledge of the Borrower, threatened litigation, action, proceeding
or labor controversy affecting the Borrower or any of its Subsidiaries, or any
of their respective properties, assets or revenues, which may materially
adversely affect the financial condition, operations, assets, business,
properties or prospects of the Borrower or any Subsidiary or which purports to
affect the legality, validity or enforceability of this Agreement, the Note or
any other Loan Document, except as disclosed in Item 6.7 ("Litigation") of the
Disclosure Schedule.

         SECTION 6.8 Subsidiaries. The Borrower has no Subsidiaries, except
those Subsidiaries

                  (a) which are identified in Item 6.8 ("Existing Subsidiaries")
         of the Disclosure Schedule; or

                  (b) which are permitted to have been acquired in accordance
         with SECTION 7.2.4 or SECTION 7.2.6.

         SECTION 6.9 Ownership of Properties. The Borrower and each of its
Subsidiaries owns good and valid title to all of its properties and assets, real
and personal, tangible and intangible, of any nature whatsoever (including
patents, trademarks, trade names, service marks and copyrights), free and clear
of all Liens, charges or claims (including infringement claims with respect to
patents, trademarks, copyrights and the like) except as permitted pursuant to
SECTION 7.2.3.

         SECTION 6.10 Taxes. Except as set forth in the reports of the Borrower
filed with the Securities and Exchange Commission and to the Knowledge of the
Borrower, the Borrower and each of its Subsidiaries have prepared in good faith
and duly and timely filed (taking into account any extension of time within
which to file) all material tax returns required to be filed by any of them at
or before the date of this Agreement and all such filed tax returns are complete

                                       15
<PAGE>   19

and accurate in all material respects. Except as set forth in the reports of the
Borrower filed with the Securities and Exchange Commission and to the Knowledge
of Borrower, the Borrower and each of its Subsidiaries as of the date of this
Agreement (x) will have paid all taxes that they are required to pay prior to
the date of this Agreement, and (y) will have withheld all federal, state and
local income taxes and other taxes required to be withheld from amounts owing to
any employee, creditor or third party, except for such amounts that, alone or in
the aggregate, are not reasonably likely to have a material adverse effect on
it. Except as set forth in the reports of the Borrower filed with the Securities
and Exchange Commission and to the Knowledge of Borrower, as of the date of this
Agreement, there are not pending or threatened in writing, any audits,
examinations, investigations or other proceedings in respect of taxes or tax
matters. Except as set forth in the reports of the Borrower filed with the
Securities and Exchange Commission and to the best of the Borrower's knowledge,
there are not, to the actual knowledge of its executive officers, any unresolved
questions, claims or outstanding proposed or assessed deficiencies concerning
the Borrower or any of its Subsidiaries' tax liability that are reasonably
likely to have a material adverse effect on it. Except as set forth in the
reports of the Borrower filed with the Securities and Exchange Commission and to
the Knowledge of the Borrower, neither the Borrower nor any of its Subsidiaries
has any liability with respect to income, franchise or similar taxes in excess
of the amounts accrued in respect thereof that are reflected in the reports of
the Borrower filed with the Securities and Exchange Commission, except such
excess liabilities as are not, individually or in the aggregate, reasonably
likely to have a material adverse effect on it. Except as set forth in the
reports of the Borrower filed with the Securities and Exchange Commission and to
the Knowledge of the Borrower, neither the Borrower nor any of its Subsidiaries
has executed any waiver of any statute of limitations on, or extended the period
for the assessment or collection of, any tax.

         SECTION 6.11 Pension and Welfare Plans. To the Knowledge of the
Borrower, during the twelve-consecutive-month period prior to the date of the
execution and delivery of this Agreement and prior to the date of any Loan
hereunder, no steps have been taken to terminate any Pension Plan, and no
contribution failure has occurred with respect to any Pension Plan sufficient to
give rise to a Lien under section 302(f) of ERISA. To the Knowledge of the
Borrower, no condition exists or event or transaction has occurred with respect
to any Pension Plan which might result in the incurrence by the Borrower or any
member of the Controlled Group of any material liability, fine or penalty. To
the Knowledge of the Borrower, neither the Borrower nor any member of the
Controlled Group has any contingent liability with respect to any
post-retirement benefit under a Welfare Plan, other than liability for
continuation coverage described in Part 6 of Title I of ERISA.

         SECTION 6.12 Environmental Warranties. To the Knowledge of the
Borrower:

                  (a) All facilities and property (including underlying
         groundwater) owned or leased by the Borrower or any of its Subsidiaries
         have been, and continue to be, owned or leased by the Borrower and its
         Subsidiaries in material compliance with all Environmental Laws.

                  (b) Except for items that would not reasonably be expected to
         have a material adverse effect on the financial condition, operations,
         assets, business, properties or

                                       16
<PAGE>   20

         prospects of the Borrower and its Subsidiaries taken as a whole, there
         have been no past, and there are no pending or threatened:

                           (i) claims, complaints, notices or requests for
                  information received by the Borrower or any of its
                  Subsidiaries with respect to any alleged violation of any
                  Environmental Law, or

                           (ii) complaints, notices or inquiries to the Borrower
                  or any of its Subsidiaries regarding potential liability under
                  any Environmental Law.

                  (c) There have been no Releases of Hazardous Materials at, on
         or under any property now or previously owned or leased by the Borrower
         or any of its Subsidiaries that, singly or in the aggregate, have, or
         would reasonably be expected to have, a material adverse effect on the
         financial condition, operations, assets, business, properties or
         prospects of the Borrower and its Subsidiaries.

                  (d) The Borrower and its Subsidiaries have been issued and are
         in material compliance with all permits, certificates, approvals,
         licenses and other authorizations relating to environmental matters and
         necessary or desirable for their businesses.

                  (e) No property now or previously owned or leased by the
         Borrower or any of its Subsidiaries is listed or proposed for listing
         (with respect to owned property only) on the National Priorities List
         pursuant to CERCLA, on the CERCLIS or on any similar state list of
         sites requiring investigation or clean-up.

                  (f) There are no underground storage tanks, active or
         abandoned, including petroleum storage tanks, on or under any property
         now or previously owned or leased by the Borrower or any of its
         Subsidiaries that, singly or in the aggregate, have, or would
         reasonably be expected to have, a material adverse effect on the
         financial condition, operations, assets, business, properties or
         prospects of the Borrower and its Subsidiaries.

                  (g) Neither Borrower nor any Subsidiary of the Borrower has
         directly transported or directly arranged for the transportation of any
         Hazardous Material to any location which is listed or proposed for
         listing on the National Priorities List pursuant to CERCLA, on the
         CERCLIS or on any similar state list or which is the subject of
         federal, state or local enforcement actions or other investigations
         which would reasonably be expected to lead to material claims against
         the Borrower or such Subsidiary thereof for any remedial work, damage
         to natural resources or personal injury, including claims under CERCLA.

                  (h) There are no polychlorinated biphenyls or friable asbestos
         present at any property now or previously owned or leased by the
         Borrower or any Subsidiary of the Borrower that, singly or in the
         aggregate, have, or would reasonably be expected to have, a material
         adverse effect on the financial condition, operations, assets,
         business, properties or prospects of the Borrower and its Subsidiaries.

                  (i) No conditions exist at, on or under any property now or
         previously owned or leased by the Borrower which, with the passage of
         time, or the giving of notice or

                                       17
<PAGE>   21

         both, would reasonably be expected to give rise to liability under any
         Environmental Law.

         SECTION 6.13 Regulations G, U and X. Neither the Borrower nor any of
its Subsidiaries is engaged in the business of extending credit for the purpose
of purchasing or carrying margin stock, and no proceeds of any Loans will be
used for a purpose which violates, or would be inconsistent with, F.R.S. Board
Regulation G, U or X. Terms for which meanings are provided in F.R.S. Board
Regulation G, U or X or any regulations substituted therefor, as from time to
time in effect, are used in this Section with such meanings.

         SECTION 6.14 Accuracy of Information. To the Knowledge of the Borrower,
all factual information heretofore or contemporaneously furnished by or on
behalf of the Borrower in writing to the Lender for purposes of or in connection
with this Agreement or any transaction contemplated hereby is, and all other
such factual information hereafter furnished by or on behalf of the Borrower to
the Lender will be, true and accurate in every material respect on the date as
of which such information is dated or certified and as of the date of execution
and delivery of this Agreement by the Lender, and such information is not, or
shall not be, as the case may be, incomplete by omitting to state any material
fact necessary to make such information not misleading.

                                   ARTICLE VII

                                    COVENANTS

         SECTION 7.1 Affirmative Covenants. The Borrower agrees with the Lender
that, until the Commitment has terminated and all Obligations have been paid and
performed in full, the Borrower will perform the obligations set forth in this
SECTION 7.1.

         SECTION 7.1.1 Financial Information, Reports, Notices, etc. The
Borrower will furnish, or will cause to be furnished, to the Lender copies of
the following financial statements, reports, notices and information:

                  (a) as soon as available and in any event within 45 days after
         the end of each of the first three fiscal quarters of each fiscal year
         of the Borrower, consolidated and consolidating balance sheets of the
         Borrower and its Subsidiaries as of the end of such fiscal quarter and
         consolidated and consolidating statements of earnings and cash flow of
         the Borrower and its Subsidiaries for such fiscal quarter and for the
         period commencing at the end of the previous fiscal year and ending
         with the end of such fiscal quarter, certified by the chief financial
         Authorized Officer of the Borrower;

                  (b) as soon as available and in any event within 90 days after
         the end of each fiscal year of the Borrower, a copy of the annual audit
         report for such fiscal year for the Borrower and its Subsidiaries,
         including therein consolidated balance sheets of the Borrower and its
         Subsidiaries as of the end of such fiscal year and consolidated
         statements of earnings and cash flow of the Borrower and its
         Subsidiaries for such fiscal year, in each case certified in a manner
         acceptable to the Lender by independent public accountants acceptable
         to the Lender, and to the effect that, in making the examination

                                       18
<PAGE>   22

         necessary for the signing of such annual report by such accountants,
         they have not become aware of any Default or Event of Default that has
         occurred and is continuing, or, if they have become aware of such
         Default or Event of Default, describing such Default or Event of
         Default and the steps, if any, being taken to cure it;

                  (c) as soon as possible and in any event within three days
         after the occurrence of each Default, a statement of the chief
         financial Authorized Officer of the Borrower setting forth details of
         such Default and the action which the Borrower has taken and proposes
         to take with respect thereto;

                  (d) as soon as possible and in any event within three days
         after (x) the occurrence of any adverse development with respect to any
         litigation, action, proceeding or labor controversy described in
         SECTION 6.7 or (y) the commencement of any labor controversy,
         litigation, action or proceeding of the type described in SECTION 6.7,
         notice thereof and copies of all documentation relating thereto;

                  (e) promptly after the sending or filing thereof, copies of
         all reports which the Borrower sends to any of its securityholders, and
         all reports and registration statements which the Borrower or any of
         its Subsidiaries files with the Securities and Exchange Commission or
         any national securities exchange;

                  (f) immediately upon becoming aware of the institution of any
         steps by the Borrower or any other Person to terminate any Pension
         Plan, or the failure to make a required contribution to any Pension
         Plan if such failure is sufficient to give rise to a Lien under section
         302(f) of ERISA, or the taking of any action with respect to a Pension
         Plan which could result in the requirement that the Borrower furnish a
         bond or other security to the PBGC or such Pension Plan, or the
         occurrence of any event with respect to any Pension Plan which could
         result in the incurrence by the Borrower of any material liability,
         fine or penalty, or any material increase in the contingent liability
         of the Borrower with respect to any post-retirement Welfare Plan
         benefit, notice thereof and copies of all documentation relating
         thereto; and

                  (g) such other information respecting the condition or
         operations, financial or otherwise, of the Borrower or any of its
         Subsidiaries as the Lender may from time to time reasonably request.

         SECTION 7.1.2 Compliance with Laws, etc. The Borrower will, and will
cause each of its Significant Subsidiaries to, comply in all material respects
with all applicable laws, rules, regulations and orders, such compliance to
include (without limitation):

                  (a) the maintenance and preservation of its corporate
         existence and qualification as a foreign corporation; and

                  (b) the payment, before the same become delinquent, of all
         taxes, assessments and governmental charges imposed upon it or upon its
         property except to the extent being diligently contested in good faith
         by appropriate proceedings and for which adequate reserves in
         accordance with GAAP shall have been set aside on its books.

                                       19
<PAGE>   23

         SECTION 7.1.3 Maintenance of Properties. The Borrower will, and will
cause each of its Subsidiaries to, maintain, preserve, protect and keep its
properties in good repair, working order and condition, and make necessary and
proper repairs, renewals and replacements so that its business carried on in
connection therewith may be properly conducted at all times unless the Borrower
determines in good faith that the continued maintenance of any of its properties
is no longer economically desirable.

         SECTION 7.1.4 Insurance. The Borrower will, and will cause each of its
Subsidiaries to, maintain or cause to be maintained with responsible insurance
companies insurance with respect to its properties and business against such
casualties and contingencies and of such types and in such amounts as is
customary in the case of similar businesses and will, upon request of the
Lender, furnish to the Lender at reasonable intervals a certificate of an
Authorized Officer of the Borrower setting forth the nature and extent of all
insurance maintained by the Borrower and its Subsidiaries in accordance with
this Section.

         SECTION 7.1.5 Books and Records. The Borrower will, and will cause each
of its Subsidiaries to, keep books and records which accurately reflect all of
its business affairs and transactions and permit the Lender or any of its
representatives, at reasonable times and intervals, to visit all of its offices,
to discuss its financial matters with its officers and independent public
accountant (and the Borrower hereby authorizes such independent public
accountant to discuss the Borrower's financial matters with the Lender or its
representatives whether or not any representative of the Borrower is present)
and to examine (and, at the expense of the Borrower, photocopy extracts from)
any of its books or other corporate records. The Borrower shall pay any fees of
such independent public accountant incurred in connection with the Lender's
exercise of its rights pursuant to this Section.

         SECTION 7.1.6 Environmental Covenant. The Borrower will, and will cause
each of its Subsidiaries to:

                  (a) use and operate all of its facilities and properties in
         material compliance with all Environmental Laws, keep all necessary
         permits, approvals, certificates, licenses and other authorizations
         relating to environmental matters in effect and remain in material
         compliance therewith, and handle all Hazardous Materials in material
         compliance with all applicable Environmental Laws;

                  (b) immediately notify the Lender and provide copies upon
         receipt of all written claims, complaints, notices or inquiries
         relating to the condition of its facilities and properties or
         compliance with Environmental Laws, and shall promptly cure and have
         dismissed with prejudice to the satisfaction of the Lender any actions
         and proceedings relating to compliance with Environmental Laws; and

                  (c) provide such information and certifications which the
         Lender may reasonably request from time to time to evidence compliance
         with this SECTION 7.1.6.

         SECTION 7.2 Negative Covenants. The Borrower agrees with the Lender
that, until the Commitment has terminated and all Obligations have been paid and
performed in full, the Borrower will perform the obligations set forth in this
SECTION 7.2.


                                       20
<PAGE>   24


         SECTION 7.2.1 Business Activities. The Borrower will not, and will not
permit any of its Significant Subsidiaries to, engage in any business activity,
except those described in the first recital and such activities as may be
incidental or related thereto.

         SECTION 7.2.2 Indebtedness. The Borrower will not, and will not permit
any of its Subsidiaries to, create, incur, assume or suffer to exist or
otherwise become or be liable in respect of any Indebtedness, other than,
without duplication, the following:

                  (a) Indebtedness in respect of the Loans and other
         Obligations;

                  (b) Indebtedness existing as of the Effective Date which is
         identified in Item 7.2.2(b) ("Ongoing Indebtedness") of the Disclosure
         Schedule;

                  (c) Indebtedness in an aggregate principal amount not to
         exceed $100,000 at any time outstanding which is incurred by the
         Borrower or any of its Subsidiaries to a vendor of any assets permitted
         to be acquired to finance its acquisition of such assets;

                  (d) unsecured Indebtedness incurred in the ordinary course of
         business (including open accounts extended by suppliers on normal trade
         terms in connection with purchases of goods and services, but excluding
         Indebtedness incurred through the borrowing of money or Contingent
         Liabilities);

                  (e) Indebtedness of the Borrower's Subsidiaries owing to the
         Borrower and unsecured Indebtedness of the Borrower owing to its
         Subsidiaries in an aggregate principal amount not to exceed $100,000;
         and

                  (f) other Indebtedness of the Borrower and its Subsidiaries in
         an aggregate amount not to exceed $200,000;

provided, however, that no Indebtedness otherwise permitted by clauses (c), (d)
or (e) shall be permitted if, after giving effect to the incurrence thereof, any
Default shall have occurred and be continuing.

         SECTION 7.2.3 Liens. The Borrower will not, and will not permit any of
its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any
of its property, revenues or assets, whether now owned or hereafter acquired,
except:

                  (a) Liens securing payment of the Obligations, granted
         pursuant to any Loan Document;

                  (b) Liens granted prior to the Effective Date to secure
         payment of Indebtedness of the type permitted and described in clause
         (b) of SECTION 7.2.2;

                  (c) Liens granted to secure payment of Indebtedness of the
         type permitted and described in clause (c) of SECTION 7.2.2 and
         covering only those assets acquired with the proceeds of such
         Indebtedness;

                                       21
<PAGE>   25

                  (d) Liens for taxes, assessments or other governmental charges
         or levies not at the time delinquent or thereafter payable without
         penalty or being diligently contested in good faith by appropriate
         proceedings and for which adequate reserves in accordance with GAAP
         shall have been set aside on its books;

                  (e) Liens of carriers, warehousemen, mechanics, materialmen
         and landlords incurred in the ordinary course of business for sums not
         overdue or being diligently contested in good faith by appropriate
         proceedings and for which adequate reserves in accordance with GAAP
         shall have been set aside on its books;

                  (f) Liens incurred in the ordinary course of business in
         connection with workmen's compensation, unemployment insurance or other
         forms of governmental insurance or benefits, or to secure performance
         of tenders, statutory obligations, leases and contracts (other than for
         borrowed money) entered into in the ordinary course of business or to
         secure obligations on surety or appeal bonds; and

                  (g) judgment Liens in existence less than 15 days after the
         entry thereof or with respect to which execution has been stayed or the
         payment of which is covered in full (subject to a customary deductible)
         by insurance maintained with responsible insurance companies.

         SECTION 7.2.4 Investments. The Borrower will not, and will not permit
any of its Subsidiaries to, make, incur, assume or suffer to exist any
Investment in any other Person, except:

                  (a) Investments existing on the Effective Date and identified
         in Item 7.2.4(a) ("Ongoing Investments") of the Disclosure Schedule;

                  (b) Cash Equivalent Investments;

                  (c) without duplication, Investments permitted as Indebtedness
         pursuant to SECTION 7.2.2;

                  (d) in the ordinary course of business, Investments by the
         Borrower in any of its Subsidiaries, or by any such Subsidiary in any
         of its Subsidiaries, by way of contributions to capital or loans or
         advances; and

                  (e) other Investments in an aggregate amount at any one time
         not to exceed $100,000;

provided, however, that

                           (i) any Investment which when made complies with the
                  requirements of the definition of the term "Cash Equivalent
                  Investment" may continue to be held notwithstanding that such
                  Investment if made thereafter would not comply with such
                  requirements; and

                                       22
<PAGE>   26

                           (ii) no Investment otherwise permitted by clause (d)
                  or (e) shall be permitted to be made if, immediately before or
                  after giving effect thereto, any Default shall have occurred
                  and be continuing.

         SECTION 7.2.5 Restricted Payments, etc. On and at all times after the
Effective Date:

                  (a) the Borrower will not declare, pay or make any dividend or
         distribution (in cash, property or obligations) on any shares of any
         class of capital stock (now or hereafter outstanding) of the Borrower
         or on any warrants, options or other rights with respect to any shares
         of any class of capital stock (now or hereafter outstanding) of the
         Borrower (other than dividends or distributions payable in its common
         stock or warrants to purchase its common stock or splitups or
         reclassifications of its stock into additional or other shares of its
         common stock) or apply, or permit any of its Subsidiaries to apply, any
         of its funds, property or assets to the purchase, redemption, sinking
         fund or other retirement of, or agree or permit any of its Subsidiaries
         to purchase or redeem, any shares of any class of capital stock (now or
         hereafter outstanding) of the Borrower, or warrants, options or other
         rights with respect to any shares of any class of capital stock (now or
         hereafter outstanding) of the Borrower;

                  (b) the Borrower will not, and will not permit any of its
         Subsidiaries to

                           (i) make any payment or prepayment of principal of,
                  or make any payment of interest on, any Subordinated Debt on
                  any day other than the stated, scheduled date for such payment
                  or prepayment set forth in the documents and instruments
                  memorializing such Subordinated Debt, or which would violate
                  the subordination provisions of such Subordinated Debt; or

                           (ii) redeem, purchase or defease, any Subordinated
                  Debt; and

                  (c) the Borrower will not, and will not permit any Subsidiary
         to, make any deposit for any of the foregoing purposes.

         SECTION 7.2.6 Consolidation, Merger, etc. The Borrower will not, and
will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate
with, or merge into or with, any other corporation, or purchase or otherwise
acquire all or substantially all of the assets of any Person (or of any division
thereof) except:

                  (a) pursuant to the Merger Agreement;

                  (b) any such Subsidiary may liquidate or dissolve voluntarily
         into, and may merge with and into, the Borrower or any other
         Significant Subsidiary, and the assets or stock of any Subsidiary may
         be purchased or otherwise acquired by the Borrower or any other
         Subsidiary; and

                  (c) so long as no Default has occurred and is continuing or
         would occur after giving effect thereto, the Borrower or any of its
         Subsidiaries may purchase all or substantially all of the assets of any
         Person, or acquire such Person by merger.

                                       23
<PAGE>   27

         SECTION 7.2.7 Asset Dispositions, etc. The Borrower will not, and will
not permit any of its Subsidiaries to, sell, transfer, lease, contribute or
otherwise convey, or grant options, warrants or other rights with respect to,
all or any substantial part of its assets (including accounts receivable and
capital stock of Subsidiaries) to any Person, unless

                  (a) such sale, transfer, lease, contribution or conveyance is
         in the ordinary course of its business or is permitted by SECTION
         7.2.6; or

                  (b) the net book value of such assets, together with the net
         book value of all other assets sold, transferred, leased, contributed
         or conveyed otherwise than in the ordinary course of business by the
         Borrower or any of its Subsidiaries pursuant to this clause since the
         Effective Date, does not exceed $10,000.

         SECTION 7.2.8 Negative Pledges, etc. The Borrower will not, and will
not permit any of its Subsidiaries to, enter into any agreement (excluding this
Agreement, any other Loan Document and any agreement governing any Indebtedness
permitted either by clause (b) of SECTION 7.2.2 or by clause (c) of SECTION
7.2.2 as to the assets financed with the proceeds of such Indebtedness)
prohibiting:

                  (a) the creation or assumption of any Lien upon its
         properties, revenues or assets, whether now owned or hereafter
         acquired, or the ability of the Borrower or any other Obligor to amend
         or otherwise modify this Agreement or any other Loan Document; or

                  (b) the ability or any Subsidiary to make any payments,
         directly or indirectly, to the Borrower by way of dividends, advances,
         repayments of loans or advances, reimbursements of management and other
         intercompany charges, expenses and accruals or other returns on
         investments, or any other agreement or arrangement which restricts the
         ability of any such Subsidiary to make any payment, directly or
         indirectly, to the Borrower.

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

         SECTION 8.1 Listing of Events of Default. Each of the following events
or occurrences described in this SECTION 8.1 shall constitute an "Event of
Default".

         SECTION 8.1.1 Non-Payment of Obligations. The Borrower shall default in
the payment or prepayment when due of any principal of or interest on any Loan,
or the Borrower shall default (and such default shall continue unremedied for a
period of five days) in the payment when due of any other Obligation.

         SECTION 8.1.2 Breach of Warranty. Any representation or warranty of the
Borrower or any other Obligor made or deemed to be made hereunder or in any
other Loan Document executed by it or any other writing or certificate furnished
by or on behalf of the Borrower or any other Obligor to the Lender for the
purposes of or in connection with this

                                       24
<PAGE>   28

Agreement or any such other Loan Document (including any certificates delivered
pursuant to ARTICLE V) is or shall be incorrect when made in any material
respect.

         SECTION 8.1.3 Non-Performance of Other Covenants and Obligations. The
Borrower or any obligor shall default in the due performance and observance of
any other agreement contained herein or in any other Loan Document executed by
it, and such default shall continue unremedied for a period of 45 days after
notice thereof shall have been given to the Borrower by the Lender.

         SECTION 8.1.4 Default on Other Indebtedness. A default shall occur in
the payment when due (subject to any applicable grace period), whether by
acceleration or otherwise, of any Indebtedness (other than Indebtedness
described in SECTION 8.1.1) of the Borrower or any of its Subsidiaries, or a
default shall occur in the performance or observance of any obligation or
condition with respect to such Indebtedness if the effect of such default is to
accelerate the maturity of any such Indebtedness or such default shall continue
unremedied for any applicable period of time sufficient to permit the holder or
holders of such Indebtedness, or any trustee or agent for such holders, to cause
such Indebtedness to become due and payable prior to its expressed maturity.

         SECTION 8.1.5 Judgments. Any judgment or order for the payment of money
in excess of $100,000 shall be rendered against the Borrower or any of its
Significant Subsidiaries and either

                  (a) enforcement proceedings shall have been commenced by any
         creditor upon such judgment or order; or

                  (b) there shall be any period of 10 consecutive days during
         which a stay of enforcement of such judgment or order, by reason of a
         pending appeal or otherwise, shall not be in effect.

         SECTION 8.1.6 Pension Plans. Any of the following events shall occur
with respect to any Pension Plan

                  (a) the institution of any steps by the Borrower, any member
         of its Controlled Group or any other Person to terminate a Pension Plan
         if, as a result of such termination, the Borrower or any such member
         could be required to make a contribution to such Pension Plan, or could
         reasonably expect to incur a liability or obligation to such Pension
         Plan, in excess of $50,000; or

                  (b) a contribution failure occurs with respect to any Pension
         Plan sufficient to give rise to a Lien under Section 302(f) of ERISA.

         SECTION 8.1.7 Control of the Borrower. Any Person, or two or more
Persons acting in concert, shall acquire beneficial ownership (within the
meaning of Rule 13d-3 of the Securities and Exchange Commission under the
Securities Exchange Act of 1934) of 30% or more of the outstanding shares of
voting stock of the Borrower (other than pursuant to the Merger).

                                       25
<PAGE>   29

         SECTION 8.1.8 Bankruptcy, Insolvency, etc. The Borrower or any of its
Subsidiaries shall

                  (a) become insolvent or generally fail to pay, or admit in
         writing its inability or unwillingness to pay, debts as they become
         due;

                  (b) apply for, consent to, or acquiesce in, the appointment of
         a trustee, receiver, sequestrator or other custodian for the Borrower
         or any of its Significant Subsidiaries or any property of any thereof,
         or make a general assignment for the benefit of creditors;

                  (c) in the absence of such application, consent or
         acquiescence, permit or suffer to exist the appointment of a trustee,
         receiver, sequestrator or other custodian for the Borrower or any of
         its Subsidiaries or for a substantial part of the property of any
         thereof, and such trustee, receiver, sequestrator or other custodian
         shall not be discharged within 60 days, provided that the Borrower and
         each Subsidiary hereby expressly authorizes the Lender to appear in any
         court conducting any relevant proceeding during such 60-day period to
         preserve, protect and defend its rights under the Loan Documents;

                  (d) permit or suffer to exist the commencement of any
         bankruptcy, reorganization, debt arrangement or other case or
         proceeding under any bankruptcy or insolvency law, or any dissolution,
         winding up or liquidation proceeding, in respect of the Borrower or any
         of its Subsidiaries, and, if any such case or proceeding is not
         commenced by the Borrower or such Subsidiary, such case or proceeding
         shall be consented to or acquiesced in by the Borrower or such
         Subsidiary or shall result in the entry of an order for relief or shall
         remain for 60 days undismissed, provided that the Borrower and each
         Subsidiary hereby expressly authorizes the Lender to appear in any
         court conducting any such case or proceeding during such 60-day period
         to preserve, protect and defend its rights under the Loan Documents; or

                  (e) take any corporate action authorizing, or in furtherance
         of, any of the foregoing.

         SECTION 8.1.9 Impairment of Security, etc. Any Loan Document, or any
Lien granted thereunder, shall (except in accordance with its terms), in whole
or in part, terminate, cease to be effective or cease to be the legally valid,
binding and enforceable obligation of any Obligor party thereto; the Borrower,
any other Obligor or any other party shall, directly or indirectly, contest in
any manner such effectiveness, validity, binding nature or enforceability; or
any Lien securing any Obligation shall, in whole or in part, cease to be a
perfected first Lien, subject only to those exceptions expressly permitted by
such Loan Document.

         SECTION 8.2 Action if Bankruptcy. If any Event of Default described in
clauses (a) through (d) of SECTION 8.1.8 shall occur, the Commitment (if not
theretofore terminated) shall automatically terminate and the outstanding
principal amount of all outstanding Loans and all other Obligations shall
automatically be and become immediately due and payable, without notice or
demand.

                                       26
<PAGE>   30

         SECTION 8.3 Action if Other Event of Default. If any Event of Default
(other than any Event of Default described in clauses (a) through (d) of SECTION
8.1.8 shall occur for any reason, whether voluntary or involuntary, and be
continuing, the Lender shall by notice to the Borrower declare all or any
portion of the outstanding principal amount of the Loans and other Obligations
to be due and payable and/or the Commitment (if not theretofore terminated) to
be terminated, whereupon the full unpaid amount of such Loans and other
Obligations which shall be so declared due and payable shall be and become
immediately due and payable, without further notice, demand or presentment,
and/or, as the case may be, the Commitment shall terminate.

                                   ARTICLE IX

                            MISCELLANEOUS PROVISIONS

         SECTION 9.1 Waivers, Amendments, etc. The provisions of this Agreement
and of each other Loan Document may from time to time be amended, modified or
waived, if such amendment, modification or waiver is in writing and consented to
by the Borrower and the Lender. No failure or delay on the part of the Lender or
the holder of the Note in exercising any power or right under this Agreement or
any other Loan Document shall operate as a waiver thereof, nor shall any single
or partial exercise of any such power or right preclude any other or further
exercise thereof or the exercise of any other power or right. No notice to or
demand on the Borrower in any case shall entitle it to any notice or demand in
similar or other circumstances. No waiver or approval by the Lender or the
holder of the Note under this Agreement or any other Loan Document shall, except
as may be otherwise stated in such waiver or approval, be applicable to
subsequent transactions. No waiver or approval hereunder shall require any
similar or dissimilar waiver or approval thereafter to be granted hereunder.

         SECTION 9.2 Notices. Any notice, request, instruction, correspondence
or other document to be given hereunder by either party to the other (herein
collectively called "Notice") shall be in writing and delivered in person or by
courier service requiring acknowledgment of receipt of delivery or mailed by
certified mail, postage prepaid and return receipt requested, or by telecopier,
as follows:

                                       27
<PAGE>   31


                          If to Borrower, addressed to:

                          Corzon, Inc.
                          Attention: Chief Executive Officer and General Counsel
                          1087 Broad Street, 4th Floor
                          Bridgeport, Connecticut 06604
                          Telecopy:  203-335-1455
                          Telephone: 203-333-6389

                          with a copy to:

                          LecStar Communications Corporation
                          Attention: W. Dale Smith
                          4501 Circle 75 Parkway
                          Building D - 4210
                          Atlanta, Georgia 30339-3025
                          Telecopy:  404-659-4900
                          Telephone: 404-659-9500

                          If to Lender, addressed to:

                          Sherman LLC
                          Harbour House, 2nd Floor
                          Waterfront Drive
                          P.O. Box 972
                          Road Town, Tortola
                          British Virgin Islands
                          Telecopy:  284-494-4771

         Notice given by personal delivery, courier service or mail shall be
effective upon actual receipt. Notice given by telecopier shall be confirmed by
appropriate answer back and shall be effective upon actual receipt if received
during the recipient's normal business hours, or at the beginning of the
recipient's next business day after receipt if not received during the
recipient's normal business hours. Any party may change any address to which
Notice is to be given to it by giving Notice as provided above of such change of
address.

         SECTION 9.3 Payment of Costs and Expenses. The Borrower agrees to pay
on demand all expenses of the Lender (including the fees and out-of-pocket
expenses of counsel to the Lender and of local counsel, if any, who may be
retained by counsel to the Lender) in connection with:

                  (a) the negotiation, preparation, execution and delivery of
         this Agreement and of each other Loan Document, including schedules and
         exhibits, and any amendments, waivers, consents, supplements or other
         modifications to this Agreement or any other Loan Document as may from
         time to time hereafter be required, whether or not the transactions
         contemplated hereby are consummated;

                                       28
<PAGE>   32

                  (b) the filing, recording, refiling or rerecording of the
         Security Agreement and/or any Uniform Commercial Code financing
         statements relating thereto and all amendments, supplements and
         modifications to any thereof and any and all other documents or
         instruments of further assurance required to be filed or recorded or
         refiled or rerecorded by the terms hereof or of the Security Agreement;
         and

                  (c) the preparation and review of the form of any document or
         instrument relevant to this Agreement or any other Loan Document.

The Borrower further agrees to pay, and to save the Lender harmless from all
liability for, any stamp or other taxes which may be payable in connection with
the execution or delivery of this Agreement, the Loans hereunder, or the
issuance of the Note or any other Loan Documents. The Borrower also agrees to
reimburse the Lender upon demand for all reasonable out-of-pocket expenses
(including attorneys' fees and legal expenses) incurred by the Lender in
connection with (x) the negotiation of any restructuring or "work-out", whether
or not consummated, of any Obligations and (y) the enforcement of any
Obligations.

         SECTION 9.4 Indemnification. In consideration of the execution and
delivery of this Agreement by the Lender and the extension of the Commitment,
the Borrower hereby indemnifies, exonerates and holds the Lender and each of its
officers, directors, employees and agents (collectively, the "Indemnified
Parties") free and harmless from and against any and all actions, causes of
action, suits, losses, costs, liabilities and damages, and expenses incurred in
connection therewith (irrespective of whether any such Indemnified Party is a
party to the action for which indemnification hereunder is sought), including
reasonable attorneys' fees and disbursements (collectively, the "Indemnified
Liabilities"), incurred by the Indemnified Parties or any of them as a result
of, or arising out of, or relating to:

                  (a) any transaction financed or to be financed in whole or in
         part, directly or indirectly, with the proceeds of any Loan;

                  (b) the entering into and performance of this Agreement and
         any other Loan Document by any of the Indemnified Parties (including
         any action brought by or on behalf of the Borrower as the result of any
         determination by the Lender pursuant to ARTICLE V not to fund any
         Loan);

                  (c) any investigation, litigation or proceeding related to any
         environmental cleanup, audit, compliance or other matter relating to
         the protection of the environment or the Release by the Borrower or any
         of its Significant Subsidiaries of any Hazardous Material; or

                  (d) the presence on or under, or the escape, seepage, leakage,
         spillage, discharge, emission, discharging or releases from, any real
         property owned or operated by the Borrower or any Significant
         Subsidiary thereof of any Hazardous Material (including any losses,
         liabilities, damages, injuries, costs, expenses or claims asserted or
         arising under any Environmental Law), regardless of whether caused by,
         or within the control of, the Borrower or such Significant Subsidiary,

                                       29
<PAGE>   33

except for any such Indemnified Liabilities arising for the account of a
particular Indemnified Party by reason of the relevant Indemnified Party's gross
negligence or wilful misconduct, and if and to the extent that the foregoing
undertaking may be unenforceable for any reason, the Borrower hereby agrees to
make the maximum contribution to the payment and satisfaction of each of the
Indemnified Liabilities which is permissible under applicable law.

         SECTION 9.5 Survival. The obligations of the Borrower under SECTION 9.3
and SECTION 9.4 shall in each case survive any termination of this Agreement,
the payment in full of all Obligations and the termination of all Commitments.
The representations and warranties made by the Borrower and each Obligor in this
Agreement and in each other Loan Document shall survive the execution and
delivery of this Agreement and each such other Loan Document.

         SECTION 9.6 Severability. Any provision of this Agreement or any other
Loan Document which is prohibited or unenforceable in any jurisdiction shall, as
to such provision and such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions of
this Agreement or such Loan Document or affecting the validity or enforceability
of such provision in any other jurisdiction.

         SECTION 9.7 Headings. The various headings of this Agreement and of
each other Loan Document are inserted for convenience only and shall not affect
the meaning or interpretation of this Agreement or such other Loan Document or
any provisions hereof or thereof.

         SECTION 9.8 Execution in Counterparts, Effectiveness, etc. This
Agreement may be executed by the parties hereto in several counterparts, each of
which shall be deemed to be an original and all of which shall constitute
together but one and the same agreement. This Agreement shall become effective
when counterparts hereof executed on behalf of the Borrower and the Lender (or
notice thereof satisfactory to the Lender) shall have been received by the
Lender and notice thereof shall have been given by the Lender to the Borrower.

         SECTION 9.9 Governing Law; Entire Agreement. THIS AGREEMENT, THE NOTE
AND EACH OTHER LOAN DOCUMENT SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER
AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. This Agreement, the
Note and the other Loan Documents constitute the entire understanding among the
parties hereto with respect to the subject matter hereof and supersede any prior
agreements, written or oral, with respect thereto.

         SECTION 9.10 Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that the Borrower may not assign or
transfer its rights or obligations hereunder without the prior written consent
of the Lender.

         SECTION 9.11 Participations. The Lender may at any time sell to one or
more Persons (each of such Persons being herein called a "Participant")
participating interests in any of the Loans, its Commitment, or other interests
of the Lender hereunder; provided, however, that

                                       30
<PAGE>   34

                  (a) no participation contemplated in this SECTION 9.11 shall
         relieve the Lender from its Commitment or its other obligations
         hereunder or under any other Loan Document,

                  (b) the Lender shall remain solely responsible for the
         performance of its Commitment and such other obligations,

                  (c) the Borrower and each other Obligor shall continue to deal
         solely and directly with the Lender in connection with the Lender's
         rights and obligations under this Agreement and each of the other Loan
         Documents,

                  (d) no Participant, unless such Participant is an Affiliate of
         such Lender, shall be entitled to require the Lender to take or refrain
         from taking any action hereunder or under any other Loan Document,
         except that the Lender may agree with any Participant that the Lender
         will not, without such Participant's consent, take any of the following
         actions: (i) increase the Commitment Amount, reduce any fees described
         in ARTICLE III or extend the Commitment Termination Date, or (ii)
         extend the due date for, or reduce the amount of, any scheduled
         repayment or prepayment of principal of or interest on any Loan (or
         reduce the principal amount of or rate of interest on any Loan), and

                  (e) the Borrower shall not be required to pay any amount under
         SECTION 4.1 that is greater than the amount which it would have been
         required to pay had no participating interest been sold.

The Borrower acknowledges and agrees that each Participant, for purposes of
SECTION 9.3 and SECTION 9.4, shall be considered a Lender.

         SECTION 9.12 Confidentiality. The Lender shall hold all non-public
information (which has been identified as such by the Borrower) obtained
pursuant to the requirements of this Agreement in accordance with its customary
procedures for handling confidential information of this nature and in
accordance with safe and sound banking practices and in any event may make
disclosure to any of its examiners, Affiliates, outside auditors, counsel and
other professional advisors in connection with this Agreement or as reasonably
required by any bona fide transferee, participant or assignee or as required or
requested by any governmental agency or representative thereof or pursuant to
legal process; provided, however, that

                  (a) unless specifically prohibited by applicable law or court
         order, the Lender shall notify the Borrower of any request by any
         governmental agency or representative thereof (other than any such
         request in connection with an examination of the financial condition of
         the Lender by such governmental agency) for disclosure of any such
         non-public information prior to disclosure of such information;

                  (b) prior to any such disclosure pursuant to this SECTION
         9.12, the Lender shall require any such bona fide transferee,
         participant and assignee receiving a disclosure of non-public
         information to agree in writing

                           (i) to be bound by this SECTION 9.12; and

                                       31
<PAGE>   35

                           (ii) to require such Person to require any other
                  Person to whom such Person discloses such non-public
                  information to be similarly bound by this SECTION 9.12; and

                  (c) except as may be required by an order of a court of
         competent jurisdiction and to the extent set forth therein, the Lender
         shall not be obligated or required to return any materials furnished by
         the Borrower or any Significant Subsidiary.

         SECTION 9.13 Other Transactions. Nothing contained herein shall
preclude the Lender from engaging in any transaction, in addition to those
contemplated by this Agreement or any other Loan Document, with the Borrower or
any of its Affiliates in which the Borrower or such Affiliate is not restricted
hereby from engaging with any other Person.

         SECTION 9.14 Waiver of Jury Trial. THE LENDER AND THE BORROWER HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF THE LENDER OR THE BORROWER. THE BORROWER ACKNOWLEDGES AND AGREES THAT
IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH
OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER ENTERING INTO THIS
AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT.



                                       32
<PAGE>   36


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.

                                   CORZON, INC.


                                   By:    /s/ Lawrence Shatsoff
                                   Name:  Lawrence Shatsoff
                                   Title: President


                                   SHERMAN LLC


                                   By:    /s/ Arlene de Castro    /s/ David Sims
                                   Name:  Navigator Management Ltd.
                                   Title: Director


<PAGE>   37


                               DISCLOSURE SCHEDULE

ITEM 6.7          Litigation.

           Description of Proceeding        Action or Claim Sought



ITEM 6.8          Existing Subsidiaries.

<TABLE>
<CAPTION>
                                        State of       Ownership      Business
                Name                  Incorporation        %         Description
----------------------------------    -------------    ---------     -----------
<S>                                   <C>              <C>           <C>
LecStar Communications Corporation       Delaware           100
B4B Communications, Ltd                     UK              100
The Simple Card Limited                     UK              100
Harvest Restaurants, Inc.                 Texas
Cluckers Restaurants, Inc.                Texas
Harvest Rotisserie on Tezel, Inc.         Texas
Red Lion Food Court, Inc.                 Texas
Hartan, Inc.                              Texas
That Chicken Place, Inc.                 Georgia
Tanner's/Vinings, Inc.                   Georgia
Tanner's Oaks, Inc.                      Georgia
Tanner's Spalding, Inc.                  Georgia
Tanner's Mill, Inc.                      Georgia
Tanner's-Lawrenceville, Inc.             Georgia
Tanner's Tucker, Inc.                    Georgia
Northwest Store, Inc.                    Georgia
Tanner's Lilbum, Inc.                    Georgia
Tanner's Catering, Inc.                  Georgia
Central Administration, Inc.             Georgia
LecStar Telecom, Inc.                    Georgia
LecStar Datanet, Inc.                    Georgia
</TABLE>

ITEM 7.2.2(b)     Ongoing Indebtedness.

              Creditor                     Outstanding Principal Amount
              --------                     ----------------------------
           Info Directions                         $  145,600
           GE Capital                              $1,673,900
           Cisco Capital                           $   90,700
           Jameson Drive                           $  250,000


ITEM 7.2.4(a)     Ongoing Investments.

                   Investment Type                           Amount
                   ---------------                           ------
           ILD Common Stock (3,200 shares)          $800,000
           Cash Equivalent Euro                     Fluctuating cash balance
           Deposits with Vendors and PCS            $125,000
           CDs serving LOCs                         $100,000



<PAGE>   38


                                                                       EXHIBIT A

                                BORROWING REQUEST

Sherman LLC
Harbour House, 2nd Floor
Waterfront Drive
P.O. Box 972
Road Town, Tortola
British Virgin Islands
Telecopy:  284-494-4771
Attention: [Name]
           [Title]

                                  CORZON, INC.

Gentlemen and Ladies:

         This Borrowing Request is delivered to you pursuant to SECTION 2.2 of
the Credit Agreement, dated as of _____________, 200__ (together with all
amendments, if any, from time to time made thereto, the "Credit Agreement"),
between Corzon, Inc., a Texas corporation (the "Borrower"), and you. Unless
otherwise defined herein or the context otherwise requires, terms used herein
have the meanings provided in the Credit Agreement.

         The Borrower hereby requests that a Loan be made in the aggregate
principal amount of $_____________ on ________________, 200__.

         The Borrower hereby acknowledges that, pursuant to SECTION 5.2.2 of the
Credit Agreement, each of the delivery of this Borrowing Request and the
acceptance by the Borrower of the proceeds of the Loans requested hereby
constitute a representation and warranty by the Borrower that, on the date of
such Loans, and before and after giving effect thereto and to the application of
the proceeds therefrom, all statements set forth in SECTION 5.2.1 are true and
correct in all material respects.

         The Borrower agrees that if prior to the time of the Borrowing
requested hereby any matter certified to herein by it will not be true and
correct at such time as if then made, it will immediately so notify you. Except
to the extent, if any, that prior to the time of the Borrowing requested hereby
you shall receive written notice to the contrary from the Borrower, each matter
certified to herein shall be deemed once again to be certified as true and
correct at the date of such Borrowing as if then made.

         Please wire transfer the proceeds of the Loan to the account of the
Borrower at the financial institutions indicated respectively:

<TABLE>
<CAPTION>
                    Person to be Paid
Amount to be    --------------------------                    Name, Address, etc.
Transferred         Name       Account No.                    of Transferee Lender
------------    ------------   -----------    ---------------------------------------------

<S>             <C>            <C>            <C>
$__________     The Borrower   _________      ___________________________________________
                                              ___________________________________________
                                              Attention: ________________________________
</TABLE>


<PAGE>   39


         The Borrower has caused this Borrowing Request to be executed and
delivered, and the certification and warranties contained herein to be made, by
its duly Authorized Officer this _____ day of ________________, 200__.

                                     CORZON, INC.



                                     By:
                                        ---------------------------------------
                                     Name:
                                          -------------------------------------
                                     Title:
                                           ------------------------------------



<PAGE>   40


                                                                       EXHIBIT B

                                      NOTE

$3,500,000                                           ____________________, 200__

         FOR VALUE RECEIVED, the undersigned, CORZON, INC., a Texas corporation
(the "Borrower"), promises to pay to the order of Sherman LLC (the "Lender") on
__________________, 200__ the principal sum of THREE MILLION FIVE HUNDRED
THOUSAND DOLLARS ($3,500,000) or, if less, the aggregate unpaid principal amount
of all Loans shown on the schedule attached hereto (and any continuation
thereof) made by the Lender pursuant to that certain Credit Agreement, dated as
of _________________, 200__ (together with all amendments and other
modifications, if any, from time to time thereafter made thereto, the "Credit
Agreement"), between the Borrower and the Lender.

         The Borrower also promises to pay interest on the unpaid principal
amount hereof from time to time outstanding from the date hereof until maturity
(whether by acceleration or otherwise) and, after maturity, until paid, at the
rates per annum and on the dates specified in the Credit Agreement.

         Payments of both principal and interest are to be made in lawful money
of the United States of America in same day or immediately available funds to
the account designated by the Lender pursuant to the Credit Agreement.

         This Note is the Note referred to in, and evidences Indebtedness
incurred under, the Credit Agreement, to which reference is made for a
description of the security for this Note and for a statement of the terms and
conditions on which the Borrower is permitted and required to make prepayments
and repayments of principal of the Indebtedness evidenced by this Note and on
which such Indebtedness may be declared to be immediately due and payable.
Unless otherwise defined, terms used herein have the meanings provided in the
Credit Agreement.

         All parties hereto, whether as makers, endorsers, or otherwise,
severally waive presentment for payment, demand, protest and notice of dishonor.

         THIS NOTE HAS BEEN DELIVERED IN TEXAS AND SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF TEXAS.

                                     CORZON, INC.



                                     By:
                                        ---------------------------------------
                                     Name:
                                          -------------------------------------
                                     Title:
                                           ------------------------------------



<PAGE>   41


                          LOANS AND PRINCIPAL PAYMENTS

<TABLE>
<CAPTION>
                                       Amount of            Unpaid
                                       Principal           Principal
      Amount of Loan Made               Repaid              Balance
-------------------------------     ---------------     ---------------
    Date           Base Rate           Base Rate           Base Rate              Total             Notation Made By
------------    ---------------     ---------------     ---------------     ----------------    ------------------------
<S>             <C>                 <C>                 <C>                 <C>                 <C>
  12/22/00         $250,000
  01/04/01         $250,000
------------    ---------------     ---------------     ---------------     ----------------    ------------------------
  01/16/01         $200,000
  01/17/01         $100,000                                                     $800,000
------------    ---------------     ---------------     ---------------     ----------------    ------------------------


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</TABLE>