<PAGE>

                                                                    EXHIBIT 10.1


                       CONSULTING AND SETTLEMENT AGREEMENT


         This CONSULTING AND SETTLEMENT AGREEMENT (the "AGREEMENT") is effective
as of January 1, 2002, by and between Stephen D. Halliday, an individual
("CONSULTANT"), and AmeriVision Communications, Inc., an Oklahoma corporation
(the "COMPANY").

                                   WITNESSETH:

         WHEREAS, Consultant, the Company, and Tracy Freeny, an individual (the
"STOCKHOLDER"), entered into that certain Amended and Restated Employment
Agreement dated May 26, 2000, as amended (the agreement and its amendments
thereof to be referred to as the "EMPLOYMENT AGREEMENT" herein), which provides
for the employment of the Consultant by the Company in an executive capacity
pursuant to the terms and conditions thereof;

         WHEREAS, Consultant and the Company entered into a certain
Acknowledgment and Agreement dated the date hereof (the "ACKNOWLEDGMENT AND
AGREEMENT"), pursuant to which Consultant terminated his employment with the
Company for "Good Reason" under Section 8(e) of the Employment Agreement and
pursuant to which the Company acknowledged and agreed that there was a
termination of Consultant's employment for Good Reason pursuant to the
Employment Agreement, and that the Company acknowledges that the Consultant is
relying on the Acknowledgment and Agreement for purposes of entering into this
Agreement and understands that the Consultant would not enter into this
Agreement, but for the Company's execution of the Acknowledgment and Agreement;

         WHEREAS, Consultant is relying on his Good Reason termination and the
rights and benefits resulting therefrom as specified under Section 8(e) of the
Employment Agreement, including certain payments as enumerated in Exhibit A
attached hereto ("PAYMENTS DUE"); and

         WHEREAS, Consultant and the Company desire to reach a full settlement
of Consultant's Good Reason termination by entering into this Agreement, in
which Consultant desires to serve in a consulting role in assisting the Company
on special projects for the mutual benefit of the Company and Consultant in
exchange for the receipt of a promissory note made by the Company substantially
in the form attached hereto as Exhibit B (the "NOTE"), and other good and
valuable consideration.

         NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

         1. Engagement. The Company agrees to and does hereby retain Consultant
in a consulting capacity as an independent consultant, not as an employee, and
Consultant does hereby agree to serve the Company in such capacity for the Term
of this Agreement, as defined in Section 4 herein.

         2. Duties of Consultant. During the Term hereof, Consultant shall, at
the request of the Company's Chairman, reasonably exercised, assist the Company
in designing, developing,




                                       1
<PAGE>


reviewing, analyzing, implementing, improving or otherwise accomplishing each of
the following special projects:

                  a. alternatives to the current WorldCom carrier contract;

                  b. increasing the transition of current customers to direct
         billing;

                  c. current long distance rate plans and current PICC/USF
         costs;

                  d. resolution of the USHA matter;

                  e. assist in the Company's relationship with T.D. Jakes, Jay
         Sekulow, and Mary Lou Retton.

                  f. litigation and legal issues;

                  g. financial, risk-analysis and strategic implications of
         significant Company transactions;

                  h. strategic review and oversight;

                  i. relationships with investment banks and other capital and
         financing sources; and

                  j. such other projects as the Chairman may reasonably
         identify, subject to Consultant's acceptance of such projects in
         Consultant's sole and absolute discretion.

Consultant shall have the right to devote such time and effort to the
accomplishment of the requested assistance as he deems, in his sole discretion,
to be necessary and appropriate.

         3. Payments to and Expense Remuneration of Consultant. In consideration
for Consultant's services as provided in Section 2 herein and as settlement of
the Company's obligations to make the Payments to the Consultant as a result of
Consultant's Good Reason termination of his employment pursuant to the
Employment Agreement, the Company agrees to provide Consultant with the
following:

                  a. Promissory Note. The Company shall make a Note,
         substantially in the same form as shown on Exhibit B attached hereto,
         payable to Consultant for a principal amount equal to the nominal value
         of all Payments due Consultant as shown on Exhibit A attached hereto.

                  b. Reimbursable Expenses. By the fifth (5th) day of each month
         beginning February 5, 2002, Consultant shall submit an invoice and
         adequate supporting documentation, and the Company shall reimburse
         Consultant for such expenses within fifteen (15) days thereof, for all
         reasonable and necessary travel expenses incurred by Consultant in
         connection with his services hereunder until such time of an Event of
         Termination, which includes, but are not limited to, round-trip coach
         class travel, lodging and meal expenses, including those incurred in
         attending any meeting of Company



                                       2
<PAGE>


personnel to which Consultant shall have been requested by the Company's chief
executive officer to be present. In the event of any dispute concerning the
adequacy of the above tendered substantiation, the Company shall reimburse
Consultant within fifteen (15) days following the resolution of such dispute.
For expenses reimbursable under this subsection (b), Consultant shall submit all
invoices and adequate supporting documentation no later than ninety (90) days
following the date such expenses are incurred by Consultant.

         4. Termination and Term.

                  a. Event of Termination. This Agreement and its terms shall
         remain in effect until such time that an "Event of Termination" occurs.
         An "EVENT OF TERMINATION" shall occur 30 days after either party hereto
         provides the other party with written notice of its intention to
         terminate this Agreement, or upon the death of Consultant.

                  b. Note to Survive Termination. Notwithstanding anything
         herein to the contrary, the Note and all of the Company's obligations
         thereunder shall survive any Event of Termination or other termination,
         suspension or invalidation of this Agreement.

                  c. Term. This Agreement shall commence on the date hereof and
         continue until either 1) an Event of Termination occurs, or 2) the
         Company pays to Consultant all amounts due under the Note, whichever
         occurs first (the "TERM").

         5. Independent Contractor. The services of the Consultant are to be
rendered by him as an independent contractor and not as an employee of the
Company. In that regard, the Consultant shall not be deemed to be employed by
the Company for purposes of the Federal Social Security Act or any federal or
state law concerning employment, compensation for employment services rendered
or insurance for injuries sustained in the performance of his service, and
Consultant shall be required to file all tax forms required of an independent
contractor and shall be solely responsible for the payment and reporting of any
taxes due on whatever remuneration is paid by the Company to Consultant
hereunder or by Consultant to any third party. Consultant shall have unilateral
control over the manner in which he shall provide the consulting services herein
contracted for, inclusive of work schedule and the location and operation of any
business office, and the Company shall have no direct or implied authority over
Consultant's work nor supervisory power over the procedures employed by the
Consultant, other than to assure itself with regard to the Consultant's
adherence to reasonable standards for the conduct of the services contracted for
hereunder. Consultant shall not be restricted from undertaking any other
business activities or full time employment.

         6. Indemnification. The Company agrees to indemnify and hold harmless
Consultant against all costs, expenses (including, without limitation,
reasonable attorneys' fees) and liabilities (other than settlements to which the
Company does not consent, which consent shall not be unreasonably withheld)
(collectively, "Losses") reasonably incurred by Consultant in connection with
any claim, action, proceeding or investigation brought against or involving
Consultant with respect to, arising out of or in any way relating to
Consultant's services provided to the Company under this Agreement; provided
however, that the Company shall not be required to indemnify Consultant for
Losses incurred as a result of Consultant's intentional, reckless or grossly
negligent misconduct (other than matters where



                                       3
<PAGE>


Consultant acted in good faith and in a manner he reasonably believed to be in
and not opposed to the Company's best interests). Consultant shall promptly
notify the Company of any claim, action, proceeding or investigation under this
paragraph and the Company shall be entitled to participate in the defense of any
such claim, action, proceeding or investigation and, if Company so chooses, to
assume the defense with counsel selected by the Company; provided that
Consultant shall have the right to employ counsel to represent Consultant (at
the Company's expense) if Company counsel would have a "conflict of interest" in
representing both the Company and Consultant. The Company shall not settle or
compromise any claim, action, proceeding or investigation without Consultant's
consent, which consent shall not be unreasonably withheld; provided, however,
that such consent shall not be required if the settlement entails only the
payment of money and the Company fully indemnifies Consultant in connection
therewith. The Company further agrees to advance any and all expenses
(including, without limitation, the fees and expenses of counsel) reasonably
incurred by the Consultant in connection with any such claim, action, proceeding
or investigation, provided Consultant first enters into an appropriate agreement
for repayment of such advances if indemnification is found not to have been
available.

         7. Representations and Warranties. The Company represents and warrants
to Consultant the following:

                  a. It has the power to enter into this Agreement and to
         perform its obligations under this Agreement and has taken all
         necessary action to authorize such execution, delivery, and
         performance.

                  b. This Agreement does not and will not violate or conflict
         with any law applicable to it, and provision of its organizational
         documents, any order of judgment of any court or other agency of
         government applicable to it or any of its assets or any contractual
         restrictions binding on or affecting it or any of its assets;

                  c. Its obligations under this Agreement constitute its legal,
         valid and binding obligations, enforceable in accordance with their
         respective terms (subject to applicable bankruptcy, reorganization,
         insolvency, moratorium, or similar laws affecting creditors' rights
         generally and subject, as to enforceability, to equitable principles of
         general application (regardless of whether enforcement is sought in a
         proceeding in equity or at law)); and

                  d. There is not pending or, to its knowledge, threatened
         against it or any of its subsidiaries any action, suit or proceeding at
         law or in equity or before any court, tribunal, governmental body,
         agency or official or any arbitrator that is likely to affect (1) the
         legality, validity or enforceability against it of this Agreement or
         its ability to perform its obligations hereunder or (2) in a materially
         adverse way, the operations, business, property or assets or financial
         or other condition of Consultant.

         8. Further Assurances. Each party hereto agrees to perform any further
acts and to execute and deliver any further documents which may be reasonably
necessary to carry out the provisions of this Agreement.

         9. Assignment. The Company may not assign this Agreement or its rights
hereunder, except that it may assign this Agreement and its rights hereunder in
whole to any



                                       4
<PAGE>


entity with or into which it may hereafter merge or consolidate or to which it
may transfer all or substantially all of its assets, if such entity shall by
operation of law or expressly in writing assume all liabilities of the Company
hereunder as fully as if it had been named the Company herein. In the event that
the Company assigns its rights, interests and obligations as permitted
hereunder, the Company shall remain liable and responsible for its obligations
hereunder notwithstanding such assignment.

         10. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which shall constitute the same
instrument. Further, the parties may indicate their agreement to this Agreement
by telecopy of an executed signature page which, upon exchange of countersigned
faxed signatures, will for all purposes be deemed due execution, and each party
agrees to promptly follow such faxed signature pages with the original copies
thereof to the other party.

         11. Binding Effect. This Agreement shall inure to the benefit of, be
binding upon and enforceable against, the parties hereto and their permitted,
respective successor, heirs, beneficiaries and permitted assigns.

         12. Headings. The headings contained in this Agreement are for
convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.

         13. Waiver. The waiver by either party of a breach of any provision of
this Agreement shall not operate or be construed as a continuing waiver of any
subsequent breach by either party. No waiver by either party of any provision or
condition to be performed shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same time or any prior or subsequent time. No
waiver by either party of any provisions or conditions to be performed shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same
time or any prior or subsequent time.

         14. Governing Law. Regardless of the place of execution or performance,
this Agreement shall be governed by, interpreted, construed, and enforced in
accordance with the laws of the State of Oklahoma without giving effect to such
State's conflicts of laws provisions.

         15. Severability. If, for any reason, any provision of this Agreement
is held invalid, such invalidity shall not affect any other provision of this
Agreement not held so invalid, and each such other provision shall to the full
extent consistent with law continue in full force and effect. If any provision
of this Agreement shall be held invalid in part, such invalidity shall in no way
affect the rest of such provision not held so invalid, and the rest of such
provision, together with all other provisions of this Agreement, shall to the
full extent consistent with law continue in full force and effect.

         16. Capitalized Terms. Any capitalized term used, but not otherwise
defined in this Agreement shall have the meaning ascribed to such term in the
Employment Agreement or in the Acknowledgment and Agreement.

         17. Entire Agreement. This Agreement and the Acknowledgment and
Agreement contain the entire agreement of the parties with respect to the
subject matter hereof and



                                       5
<PAGE>


thereof, and none of the aforementioned agreements shall be modified or changed
in any respect except in writing, duly signed by the parties.

         18. Settlement. This Agreement represents the full settlement of all
rights and remedies of the Company and Consultant under the Employment
Agreement.

         19. Interpretation of Provisions. Whenever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be prohibited
by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.

         20. Notice. Any notice required, or permitted to be given by the
parties, shall be deemed sufficient if mailed by certified mail, return receipt
requested, to the parties, as follows:

                  If to Company:             AmeriVision Communications, Inc.
                                             5900 Mosteller Drive, Suite 1600
                                             Oklahoma City, Oklahoma 73112
                                             Attn: Kenneth R. Kolek

                  If to Consultant:          Stephen D. Halliday
                                             c/o Wiley Rein & Fielding, LLP
                                             1776 K Street, NW
                                             Washington, DC 20006-2304

                           [SIGNATURE PAGE TO FOLLOW]






                                       6
<PAGE>



             [SIGNATURE PAGE TO CONSULTING AND SETTLEMENT AGREEMENT]

         IN WITNESS WHEREOF, the parties hereto have executed this Consulting
and Settlement Agreement as of the effective date hereof.



                                             AMERIVISION COMMUNICATIONS, INC.

                                             By:    /s/ KENNETH R. KOLEK
                                                 -------------------------------

                                             Name:  Kenneth R. Kolek
                                                   -----------------------------

                                             Title: Chairman/CEO
                                                    ----------------------------



                                                    /s/ STEPHEN D. HALLIDAY
                                             -----------------------------------
                                              STEPHEN D. HALLIDAY




                                       7
<PAGE>

                                    EXHIBIT A

                                  PAYMENTS DUE


<Table>
<Caption>
                                 YEAR       AMOUNT
                                 ----       ------

<S>                                      <C>
                                 2002     $ 1,343,843(1)

                                 2003     $   641,346

                                 2004     $   251,267
                                          -----------

                                          $ 2,236,456
</Table>


(1)      As of May 30, 2002, the amount of $187,500 had been paid to Consultant,
         resulting in a net payable amount of $2,048,956 due to Consultant as of
         such date. Assuming that the Company makes a $37,500 payment to
         Consultant on June 15, 2002, a net payable amount of $2,011,456 shall
         be due to Consultant as of June 30, 2002.



<PAGE>

                                    EXHIBIT B

                                     FORM OF
                                 PROMISSORY NOTE

FACE AMOUNT:             $2,011,456
INTEREST RATE:           4.36% per year
TERM:                    54 months
FIRST PAYMENT DUE:       July 10, 2002

         1. FOR VALUE RECEIVED, AmeriVision Communications, Inc., an Oklahoma
corporation, with its principal office in Oklahoma City, Oklahoma ("MAKER" or
the "COMPANY"), hereby unconditionally promises to pay to the order of Stephen
D. Halliday, or his assignee ("HOLDER"), in collected funds the principal sum of
TWO MILLION ELEVEN THOUSAND FOUR HUNDRED FIFTY-SIX & 00/100 DOLLARS
($2,011,456.00) in fifty-four (54) monthly payments (the "TERM"), at 4.36%
interest (This note shall be referred to herein as the "NOTE"). The payment
schedule for the Note is as follows:

                  a)       $ 45,220.00 per month for the first month (July
                           2002);

                  b)       $ 41,300.00 per month for the next fifty-two (52)
                           months (August 2002 through November 2006); and

                  c)       $ 23,836.00 per month for the last month (December
                           2006).

                  1.1. Payment Due Date. Each monthly payment due under this
         Note shall be payable on the 10th day of each calendar month, beginning
         with the 10th of July 2002, and will become past due, and thus
         constitute an Event of Default (as defined in Section 3 herein), if not
         mailed to the Holder and postmarked on or before the 20th day of each
         calendar month. All past due principal on this Note will, at Holder's
         option, bear interest at a rate of twelve percent (12%) per annum until
         the date of payment (the "PENALTY INTEREST"). Such interest shall be
         computed on the basis of a 365-day year for the actual number of days
         elapsed.

                  1.2 Interest and Allocation of Payments. The interest provided
         in the first paragraph of Section 1 of this Note shall accrue
         throughout the Term on the unpaid principal balance at the rate
         specified above, and shall be payable and due at maturity, subject to
         the payment allocation specified below:

                  a)       The first $3,800.00 of each monthly payment specified
                           in Section 1 above will be credited to unpaid,
                           accrued interest (if any) as of the date of payment
                           (the "CURRENTLY PAYABLE INTEREST"). The Currently
                           Payable Interest shall not accrue interest during the
                           Term.




                                       1
<PAGE>

                  b)       Any unpaid, accrued interest beyond the Currently
                           Payable Interest (such amount to be referred to as
                           the "UNPAID ACCRUED INTEREST") shall not accrue
                           interest during the Term.

                  c)       The balance of each monthly payment specified in
                           Section 1 above in excess of $3,800.00 shall be
                           credited to the outstanding principal balance.

                  1.3. Instructions for Payment. All payments of principal,
         interest and other amounts payable on or in respect of this note or the
         indebtedness evidenced hereby shall be made to Holder in U.S. dollars,
         by a Company check or by wire transfer, upon the sole discretion of
         Holder or his assigns. Maker shall make such payments of principal and
         interest to Holder at the address of Holder set forth on the signature
         page hereto or at such other place or pursuant to wire transfer
         instructions as Holder shall have notified Maker in writing.

         2. Special Provisions.

                  2.1. Prepayable. This Note is prepayable from time to time in
         whole or in part. Prepayments shall be credited first, to the reduction
         of Penalty Interest, if any, and second, to the reduction of the last
         maturing principal payments of this Note.

                  2.2. No Set-Off. All payments on or in respect of this Note or
         the indebtedness evidenced hereby shall be made to Holder without
         set-off or counterclaim and free and clear of and without any
         deductions of any kind.

         3. Event of Default. Notwithstanding the foregoing, the principal debt
owing by Maker under this Note, together with any Penalty Interest or Currently
Payable Interest (as may accrue under Section 1.2 hereof), but excluding and
forgiving any Unpaid Accrued Interest, shall be immediately due and payable,
upon written demand by the Holder to Maker (with such written demand not being
required in the event of default described in Section 3.1), in the event of the
occurrence and continuation of any of the following (each an "EVENT OF
DEFAULT"):

                  3.1. Breach of Timely Payment. Maker fails to make a timely
         payment of the monthly installment as provided in Section 1 herein. In
         this Section 3.1, the entire unpaid principal and all unpaid Penalty
         Interest and Currently Payable Interest, but excluding and forgiving
         any Unpaid Accrued Interest, of this Note shall become immediately due
         and owing, without notice, demand or presentment to Maker. Moreover, in
         this Section 3.1 Maker and each surety, endorser and guarantor waive
         all demands for payment, presentations for payment, notices of
         intention to accelerate maturity, notices of acceleration of maturity,
         protests and notices of protest, to the extent permitted by law;

                  3.2. Breach of Obligation or Covenant. A material breach of
         any obligation or covenant under this Note or any other obligation,
         covenant, or liability contained or referred to in this Note;




<PAGE>

                  3.3. Breach of Representation or Warranty. Any warranty,
         representation, or statement made or furnished to the Holder by or on
         behalf of Maker proves to be or to have been false in any material
         respect;

                  3.4. Bankruptcy. Maker (a) files (or consents to the filing
         of) any petition or complaint pursuant to federal or state bankruptcy
         or insolvency laws seeking the appointment of a receiver or trustee for
         any of its assets, seeking the adjudication of Maker as bankrupt or
         insolvent, seeking an "order for relief" under such statutes, or
         seeking a reorganization of or a plan of arrangement for Maker and (b)
         such petition is not dismissed within sixty (60) days after the filing
         thereof or Maker makes a general assignment for the benefit of its
         creditors;

                  3.5. Change in Control. A Change in Control (as defined below)
         of Maker. For the purposes of this Note, "CHANGE IN CONTROL" shall mean
         (a) the sale, lease or other transfer of all or substantially all of
         the assets of Maker to any person or group (as such term is used in
         Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
         ("SECTION 13(d)(3)"); (b) the adoption by the stockholders of Maker of
         a plan relating to the liquidation or dissolution of Maker; (c) the
         merger or consolidation of Maker with or into another entity or the
         merger of another entity into Maker or any subsidiary thereof with the
         effect that immediately after such transaction the stockholders of
         Maker immediately prior to such transaction directly and indirectly
         hold less than fifty percent (50%) of the total voting power of all
         securities generally entitled to vote in the election of directors,
         managers or trustees of the entity surviving such merger or
         consolidation; (d) the acquisition by any person or group (as such term
         is used in Section 13(d)(3)) of more than fifty percent (50%) of the
         direct and indirect voting power of all securities of Maker generally
         entitled to vote in the election of directors of Maker; or (e) the
         majority of Maker's Board of Directors being composed of members, other
         than the current directors as of January 1, 2002, who have served less
         than twelve (12) consecutive months; or

                  3.6. Dividends and other Distributions. Within any calendar
         quarter, Maker pays dividends or share redemption payments or makes any
         other distribution with respect to its capital stock that violates any
         of the Company's bank loan covenants, including those of Coast Business
         Credit, and including a covenant that may state, in substantially the
         same form as hereinafter provided, that such dividends, share
         redemption payments or other distributions shall not exceed, in the
         aggregate, a specified percentage of Maker's "quarterly net earnings",
         with such quoted term being deemed to consist of Maker's net income
         after tax (excluding extraordinary gains), confirmed by reference to
         Maker's quarterly financial statements, prepared in accordance with
         generally accepted accounting principles. In the event that, during the
         Term of this Note, a Company's lender waives any bank loan covenant or
         a portion thereof, including the percentage limitation above, in
         connection with an extension of credit to the Company, then Holder's
         acceptance and consent of such waiver is hereby deemed to have been
         granted and shall not violate this Section 3.6; provided, however,
         Maker shall give written notice to Holder within fifteen (15) days of
         any such waiver.

         4. Costs of Collection or Enforcement. If at any time this Note is
placed in the hands of an attorney for collection, or if suit is brought for
collection or enforcement, or if it is collected through bankruptcy or other
judicial proceeding, then Maker agrees to pay all costs of



                                       2
<PAGE>

collection and enforcement, including reasonable attorney's fees and court
costs, together with any Penalty Interest or Currently Payable Interest.

         5. No Waiver. Neither a delay on the part of Holder in the exercise of
any power or right under this Note, nor a single or partial exercise of any such
power or right, shall operate as a waiver thereof. Enforcement by Holder of any
of its rights hereunder shall not constitute an election by it of remedies so as
to preclude the exercise of any other remedy available to it.

         6. Covenants.

                  6.1. Board Observer Rights. Upon the Holder's execution and
         delivery of a counterpart copy of a Confidentiality and Non-Competition
         Agreement in the form of Exhibit A hereto (the "CONFIDENTIALITY AND
         NON-COMPETITION AGREEMENT") and, subject to his future performance in
         accordance with its terms and the terms of the Consulting and
         Settlement Agreement, continuing until the termination of that
         agreement, Mr. Halliday may, as a non-voting and unpaid observer,
         attend all meetings of the Company's Board of Directors and shall be
         provided with copies of all notices, minutes, information and other
         materials generated with respect to such meetings that Maker provides
         to its directors, when and as such materials are delivered to the
         directors.

                  6.2. Right to Receive Financial Statements.

                           6.2.1. Maker shall provide Holder as soon as
                  practicable after the end of each fiscal quarter, and in any
                  event within forty-five (45) days, unaudited consolidated
                  balance sheets of Maker and its subsidiaries, if any, as of
                  the end of such fiscal quarter, unaudited statements of
                  income, statements of changes in financial condition,
                  statements of cash flow of Maker and its subsidiaries and
                  statements of shareholders' equity for such period and for the
                  current fiscal year to date, and setting forth in each case in
                  comparative form the figures for corresponding periods in the
                  previous fiscal year, and setting forth in comparative form
                  the budgeted figures, prepared in accordance with generally
                  accepted accounting principles.

                           6.2.2. Maker shall provide Holder as soon as
                  practicable after the end of each month, and in any event
                  within thirty (30) days, monthly financial statements in
                  substantially the same format as currently prepared by Maker
                  in accordance with past practice.

         7. Representations of Maker. Maker makes the following representations
and warranties to Holder:

                  7.1. Corporate Status. Maker is a corporation duly
         incorporated, validly existing, and in good standing under the laws of
         the State of Oklahoma.

                  7.2. Authorization. All corporate action on the part of Maker
         and its officers, directors and shareholders necessary for Maker to
         execute and perform its obligations under this Note has been taken.




                                       3
<PAGE>

                  7.3. Validity of Note. This Note is a legally valid and
         binding obligation of Maker. The issuance of this Note does not and
         will not violate any agreements to which Maker is, or at the time of
         issuance will be, a party.

         8. Miscellaneous.

                  8.1. Further Assurances. Each party agrees to cooperate fully
         with the other party and to execute such further instruments, documents
         and agreements and to give such further written assurances, as may be
         reasonably requested by any other party to evidence and reflect the
         transactions described herein and contemplated hereby, and to carry
         into effect the intents and purposes of this Note.

                  8.2. Rights Cumulative. Each and all of the various rights,
         powers and remedies of the parties hereto shall be considered to be
         cumulative with and in addition to any other rights, powers and
         remedies which such parties may have at law or in equity in the event
         of the breach of any of the terms of this Note. The exercise or partial
         exercise of any right, power or remedy shall neither constitute the
         exclusive election thereof nor the waiver of any other right, power or
         remedy available to such party.

                  8.3. Notices. All notices (including other communications
         required or permitted) under this Note must be in writing and must be
         delivered (a) in person; (b) by registered or certified mail, postage
         prepaid, return receipt requested; (c) by a generally recognized
         courier or messenger service that provides written acknowledgement of
         receipt by the addressee; or (d) by facsimile or other generally
         accepted means of electronic transmission with a verification of
         delivery. Notices are deemed delivered when actually delivered to the
         address for notices. Notices to Holder must be given to its last known
         address appearing on the books of Maker and notices to Maker must be
         given at its principal executive office. Any party may furnish, from
         time to time, other addresses for notices to it.

                  8.4. Severability. The provisions of this Note are severable.
         The invalidity, in whole or in part, of any provision of this Note
         shall not affect the validity or enforceability of any other of its
         provisions. If one or more provisions hereof shall be declared invalid
         or unenforceable, the remaining provisions shall remain in full force
         and effect and shall be construed in the broadest possible manner to
         effectuate the purposes of this Note. The parties further agree to
         replace such void or unenforceable provisions of this Note with valid
         and enforceable provisions which will achieve, to the extent possible,
         the economic, business and other purposes of the void or unenforceable
         provisions.

                  8.5. Headings; Attachments; References. The headings in this
         Note are only for convenience and ease of reference and are not to be
         considered in construction or interpretation of this Note, nor as
         evidence of the intention of the parties hereto. All exhibits,
         schedules and appendices attached to this Note are incorporated herein.
         Except where otherwise indicated, all references in this Note to
         Sections refer to Sections of this Note.

                  8.6. Amendments; Modifications. Any provision of this Note may
         be amended or modified upon the written consent of all parties to this
         Note.



                                       4
<PAGE>

                  8.7. Waivers; Extensions of Time. Any party hereto may by a
         writing signed by an authorized representative of such party: (i)
         extend the time for the performance of any of the obligations of
         another party; (ii) waive any inaccuracies in representations and
         warranties made by another party contained in this Note or in any
         documents delivered pursuant hereto; or (iii) waive the compliance with
         any term, provision, covenant, requirement or condition of this Note.
         Any extension of time or waive must be in writing and shall be
         effective only to the extent specifically set forth in such writing.

                  8.8. Delays or Omissions. No delay or failure by any party to
         insist on the strict performance of any provision of this Note, or to
         exercise any power, right or remedy, will be deemed a waiver or
         impairment of such performance, power, right or remedy or of any other
         provision of this Note nor shall it be construed to be a waiver of any
         breach or default, or an acquiescence therein, or of or in any similar
         breach or default thereafter occurring.

                  8.9. Interpretation. If any claim is made by a party relating
         to any conflict, omission or ambiguity in the provisions of this Note,
         no presumption or burden of proof or persuasion will be implied because
         this Note was prepared by or at the request of any party or its
         counsel.

                  8.10. Governing Law. This Note shall be governed by and
         construed in accordance with the laws of the State of Oklahoma,
         excluding that body of law relating to conflict of laws.

                  8.11. Successors and Assigns. Except as otherwise provided
         herein, the provisions hereof shall inure to the benefit of, and be
         binding upon, the successors, assigns, heirs, executors and
         administrators of the parties hereto.

                  8.12. Survival. The representations, warranties and agreements
         in this Note shall survive the execution of this Note without regard to
         any investigation made by any party. All statements as to factual
         matters contained in any certificates, exhibits or other instruments
         delivered by or on behalf of any party pursuant to the terms hereof or
         in connection with the transactions contemplated hereby shall be
         deemed, for all purposes, to constitute representations and warranties
         by such party under the terms of this Note given as of the date of such
         certificate or instrument.

                  8.13. Specific Performance. It might be impossible to measure
         in money the damage to a party if another party fails to comply with
         any provision of this Note. If any such failure occurs, the party might
         not have an adequate remedy at law or in damages. Therefore, each party
         may seek the issuance of an injunction and the enforcement of other
         equitable remedies against it to compel performance of any obligation,
         covenant or liability contained or referred to in this Note.

                  8.14. Additional Documents and Acts. Each party will execute
         and deliver such additional documents and instruments, and perform such
         additional acts, as are commercially reasonable and necessary to carry
         out and perform its obligations in this Note.



                                       5
<PAGE>

                  8.15. Binding Effect; Parties in Interest This Note is binding
         upon and benefits only the parties and their respective permitted
         successors and assigns. Nothing in this Note gives any rights or
         remedies to any person other than the parties and their respective
         permitted successors and assigns, nor does anything in this Note
         relieve or discharge any obligation or liability of any third person to
         any party. No provision of this Note gives any third person any right
         of subrogation or action over or against any party to this Note.

                  8.16. Usury Laws. It is the intention of Maker and Holder to
         conform strictly to applicable usury laws. Accordingly, notwithstanding
         any provision to the contrary in this Note, the aggregate of all
         interest and any other charges or consideration constituting interest
         under applicable usury law that is taken, reserved, contracted for,
         charged or received under this Note or otherwise in connection with
         this transaction shall under no circumstances exceed the maximum amount
         of interest allowed by the usury law applicable to this transaction. If
         any excess interest charge or consideration in such respect is taken,
         reserved, contracted for, charged, received or provided for, or shall
         be adjudicated to be so taken, reserved, contracted for, charged,
         received or provided for, in this Note, whether by the terms of this
         Note or because the maturity of the indebtedness evidenced by this Note
         is accelerated for any reason, or in the event of any required or
         permitted prepayment, then in any such event (a) the provisions of this
         paragraph shall govern and control, (b) neither Maker nor Maker's
         heirs, executors, administrators, legal representatives, successors or
         assigns or any other liable party shall be obligated to pay the amount
         of such interest to the extent that it is in excess of the legal limit
         for interest rates, (c) any excess shall be deemed a mistake and
         cancelled automatically and, if theretofore paid, shall be credited on
         this Note by the Holder hereof (or if this Note shall have been paid in
         full, refunded to Maker) and (d) the effective rate of interest shall
         be automatically subject to reduction to the maximum interest rate
         allowed by law as the law may now or hereafter be construed by courts
         of appropriate jurisdiction. Without limiting the foregoing, all
         calculations of the rate of interest taken, reserved, contracted for,
         charged, received or provided for under this Note which are made for
         the purpose of determining whether the interest rate exceeds the legal
         limit for interest rates, shall be made, to the extent allowed by law,
         by amortizing, prorating, allocating and spreading in equal parts
         during the period of the full stated term of the Note evidenced hereby,
         all interest at any time taken, reserved, contracted for, charged,
         received or provided for under this Note.

                           [SIGNATURE PAGE TO FOLLOW]




                                       6
<PAGE>

                            [SIGNATURE PAGE TO NOTE]

Dated this 26th day of June, 2002.


                                             /s/ KENNETH R. KOLEK
                                             -----------------------------------
                                             Kenneth R. Kolek, Chairman/CEO
                                             AmeriVision Communications, Inc.

                                                                          [SEAL]

                                 ACKNOWLEDGMENT

STATE OF OKLAHOMA  )
                   ) ss.
COUNTY OF OKLAHOMA )

         This instrument was signed and acknowledged before me on the 26th day
of June, 2002, by Maker.

                                             /s/ ANGELA MURRAY
                                             -----------------------------------
                                             Notary Public


[L.S.]



My Commission Expires:

2-14-04
----------------------



                                       7
<PAGE>

                          EXHIBIT A TO PROMISSORY NOTE

                  CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

         This CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (the "AGREEMENT") is
effective as of the 26th day of June, 2002, by and between Stephen D. Halliday,
an individual ("CONSULTANT" or "YOU"), and AmeriVision Communications, Inc., an
Oklahoma corporation (the "COMPANY").

                                   WITNESSETH:

         WHEREAS, Consultant, the Company, and Tracy Freeny, an individual (the
"STOCKHOLDER"), entered into that certain Amended and Restated Employment
Agreement dated May 26, 2000, as amended (the agreement and its amendments
thereof to be referred to as the "EMPLOYMENT AGREEMENT" herein), which provides
for the employment of the Consultant by the Company in an executive capacity
pursuant to the terms and conditions thereof; and

         WHEREAS, Consultant and the Company entered into a certain
Acknowledgment and Agreement dated as of January 1, 2002 (the "ACKNOWLEDGMENT
AND AGREEMENT"), pursuant to which Consultant terminated his employment with the
Company for "Good Reason" under Section 8(e) of the Employment Agreement and
pursuant to which the Company acknowledged and agreed that there was a
termination of Consultant's employment for Good Reason pursuant to the
Employment Agreement; and

         WHEREAS, the Company is the maker of that certain Promissory Note,
dated the date hereof, and payable to Consultant (the "PROMISSORY NOTE") to
which Consultant shall be paid amounts owed to him by the Company as a result of
his "Good Reason" termination under Section 8(e) of the Employment Agreement and
to which Consultant shall be granted, among other rights, the right to observe
board meetings of the Company, conditioned on the execution and delivery of this
certain Agreement; and

         WHEREAS, Consultant and the Company have entered into that certain
Consulting and Settlement Agreement dated as of January 1, 2002 (the "CONSULTING
AND SETTLEMENT AGREEMENT"), pursuant to which Consultant will agree to defer
certain rights and severance benefits under the Employment Agreement as a result
of "Good Reason" termination provided under SECTION 8(e) of the Employment
Agreement and to provide certain consulting services in consideration for the
Company providing Consultant with certain continuing benefits and other valuable
consideration; and

         NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

         1. Confidential Information.

                  1.1. In connection with your appointment, under the terms of
         that certain Consulting and Settlement Agreement, dated January 1,
         2002, by and between yourself



                                       8
<PAGE>

         and the Company, to the position of consultant to the Company and its
         board of directors, and in connection with that certain Promissory
         Note, dated the date hereof, by and between yourself and the Company,
         it is expected that you will have access to information concerning the
         Company and its affairs which will not have been made available to the
         public at the time of its dissemination to board members. Accordingly,
         as a condition precedent to: (a) your engagement as such a consultant,
         (b) your permitted attendance at meetings of the Company's board of
         directors or of any board committee, and (c) your receipt of
         information, whether in oral or written form at any such meeting or in
         another form of dissemination by or on behalf of the Company to or
         among board members (all such information being hereinafter
         collectively referred to as the "CONFIDENTIAL INFORMATION") the Company
         has indicated that it must be in receipt of your assurance that you are
         willing to treat all such Confidential Information, whether prepared by
         or on behalf of the Company and irrespective of the form of
         communication by which it is delivered, confidentially and to refrain
         from discussing or otherwise releasing the same to anyone other than a
         member of the Company's board of directors until such time as it shall
         have been released to the public in the form of a press announcement or
         by way of a filing made with the United State Securities and Exchange
         Commission (the "COMMISSION") or you shall have received permission to
         do so in written form from the Chairman of the Company's board of
         directors. Your execution and delivery of a counterpart copy of this
         Agreement evidences the Company's receipt of such assurance.

                  1.2. For purposes of this Agreement, Confidential Information
         shall not be deemed to include information which (i) is or becomes
         generally available to the public other than as a result of a
         disclosure by you; (ii) was within your possession prior to its being
         furnished to you by or on behalf of the Company pursuant hereto,
         provided that the source of such information was not known by you to be
         bound by a confidentiality agreement with or other contractual, legal
         or fiduciary obligation of confidentiality to the Company or any other
         party with respect to such information, and provided further that
         within one business day following your receipt of such information, you
         furnish to the Company a written statement identifying the source of
         such previously received information and the circumstances surrounding
         your receipt thereof; or (iii) becomes available to you on a
         non-confidential basis from a source other than the Company or any of
         its representatives, provided that such source is not bound by a
         confidentiality agreement with or other contractual, legal or fiduciary
         obligation of confidentiality to the Company or any other party with
         respect to such information.

                  1.3. Notwithstanding the foregoing, you may make disclosure of
         Confidential Information if you have received the written opinion of
         your outside counsel that such disclosure must be made by you in order
         that you not commit a violation of law. In the event that you are
         requested or required (by oral questions, interrogatories, requests for
         information or documents in legal proceedings, subpoenas, civil
         investigative demand or other similar process) to disclose any of the
         Confidential Information, you shall provide the Company with prompt
         written notice of any such request or requirement so that the Company
         may seek a protective order or other appropriate remedy and/or waive
         compliance with the provisions of this Agreement. If, in the absence of
         a protective order



                                       9
<PAGE>

         or other remedy or the receipt of a waiver by the Company, you are
         nonetheless, in the written opinion of your counsel, legally compelled
         to disclose Confidential Information to any tribunal or else stand
         liable for contempt or suffer other censure or penalty, you may,
         without liability hereunder, disclose to such tribunal only that
         portion of the Confidential Information which such counsel advises you
         is legally required to be disclosed, provided that you exercise your
         best efforts to preserve the confidentiality of the Confidential
         Information, including, without limitations, by cooperating with the
         Company to obtain an appropriate protective order or other reliable
         assurance that confidential treatment will be accorded the Confidential
         Information by such tribunal.

         2. Restrictive Covenants.

                  2.1. You agree that, in exchange for the Company's willingness
         to furnish you with the Confidential Information, you shall not, during
         the pendency of your engagement as a consultant to the Company, or
         within the six month period following termination of the referenced
         Consulting and Settlement Agreement, either directly or indirectly,
         unless any of the following actions shall have been specifically
         invited or authorized in writing by the Company, (a) effect or seek,
         offer or propose (whether publicly or otherwise) to effect, or cause to
         participate in or in any way assist any other person to effect or seek,
         offer or propose (whether publicly or otherwise) to effect, or cause or
         participate in, (i) any tender or exchange offer, merger or other
         business combination involving the Company or any of its subsidiaries;
         (ii) any recapitalization, restructuring, liquidation, dissolution or
         other extraordinary transaction with respect to the Company or any of
         its subsidiaries; or (iii) any "solicitation of proxies" (as such terms
         are used in the Commission's proxy rules), consents or other
         authorizations to vote any voting securities of the Company; (b) form,
         join or in any way participate in a "group" (as defined under the
         Securities Exchange Act of 1934, as amended) or otherwise act, alone or
         in concert with others, to seek to control or influence the management,
         Board of Directors or policies of the Company; (c) take any action
         which might force the Company to make a public announcement regarding
         any of the types of matters set forth in (a) above; or (d) enter into
         any discussions or arrangements with any third party with respect to
         any of the foregoing. Notwithstanding the foregoing, (a) there shall be
         no restriction on your purchase or sale, directly or indirectly, of any
         securities of, or voting rights with respect to, the Company or any of
         its subsidiaries, whether by way of private or open market
         transactions; and (b) Consultant shall, at all times, be permitted to
         solicit or obtain proxies from the following persons: (i) David Gandy;
         (ii) John Damoose; (iii) Jay Sekulow; (iv) C.A.S.E., a nonprofit
         organization; and (v) up to five (5) additional persons, in
         Consultant's sole discretion.

                  2.2. You further agree that, in exchange for the Company's
         willingness to furnish you with the Confidential Information, you shall
         not, during the pendency of your engagement as a consultant to the
         Company, or within the six month period following termination of the
         referenced Consulting and Settlement Agreement, either directly or
         indirectly, own, manage, operate, control, be an officer or director or
         be employed by any Competitor (defined below); you will not induce,
         directly or indirectly, solicit, or cause to be solicited, any employee
         of the Company to leave his/her employment with the



                                       10
<PAGE>

         Company; and you will not, directly or indirectly, solicit any
         customers or clients of the Company that have done business with the
         Company at any time or from time to time during the period of the
         Consultant's business relationship hereunder for any business purpose
         other than for the benefit of the Company. For purposes of this
         Agreement, a "COMPETITOR" is defined as any person, corporation or
         other entity which (i) is a telecommunications company of similar size
         and mission as the Company anywhere within the United States or (ii)
         with locations within a fifty (50) mile radius of Oklahoma City,
         Oklahoma, that, at any time, sells or attempts to sell any products or
         services which are the same as or similar to the products and services
         sold or promoted by the Company at any time and from time to time
         during the two (2) years immediately prior to the full execution of
         this Agreement. Beneficial or record ownership of not more than five
         percent (5%) of the outstanding capital stock of any publicly traded
         corporation for which the Consultant performs no active management or
         consulting services shall not be a violation of this Section 2.2

                  2.3. The restrictive covenants in this Section 2.1 and Section
         2.2 are not intended to and shall not prohibit Consultant from
         performing any obligations imposed on him by the Consulting and
         Settlement Agreement and his consulting duties as set forth therein.

         3. No Waiver. It is understood and agreed that no failure or delay by
the Company in exercising any right, power or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise thereof preclude
any other or future exercise thereof or the exercise of any other right, power
or privilege hereunder.

         4. Covenants Independent. Each restrictive covenant to which the
Consultant shall be obligated under this Agreement shall be construed as a
covenant independent of any other covenant or agreement to which the Company
shall be obligated, whether contained in this Agreement or any other, and
whether fully performed or executory, or any claim or cause of action directed
by the Consultant against the Company, predicated upon such other covenant or
agreement, except if based upon the Company's failure to make timely payment of
the remuneration to which the Consultant is entitled hereunder, shall not
constitute a defense to the enforcement by the Company of any of the
Consultant's covenants made hereunder.

         5. Injunctive Relief. It is further understood and agreed that money
damages would not be sufficient remedy for any breach of this Agreement by you
and that the Company shall be entitled to equitable relief, including injunction
and specific performance, as a remedy for any such breach. Such remedies shall
not be deemed to be the exclusive remedies for a breach by you of this Agreement
but shall be in addition to all other remedies at law or equity to the Company.
In the event of litigation relating to this Agreement, if a court of competent
jurisdiction determines that you have breached this Agreement, then you shall be
liable and pay to the Company the reasonable legal fees incurred by the Company
in connection with such litigation, including any appeal therefrom.

         6. Governing Law. This Agreement is for the benefit of the Company and
its directors, officers, stockholders, affiliates and agents, and shall be
governed by and construed in



                                       11
<PAGE>

accordance with the laws of the State of Oklahoma. You also hereby irrevocably
and unconditionally consent to submit to the exclusive jurisdiction of the
courts of the State of Oklahoma and of the United States of America located in
the State of Oklahoma for any actions, suits or proceedings arising out of or
relating to this Agreement and the transactions contemplated hereby (and you
agree not to commence any action, suit or proceeding relating thereto except in
such courts), and further agree that service of any process, summons, notice or
document by United States registered mail to your address set forth above shall
be effective service of process for any action, suit or proceeding brought
against you in any such court. You hereby irrevocable and unconditionally waive
any objection to the laying of venue of any action, suit or proceeding arising
out of this Agreement or the transactions contemplated hereby, in the courts of
the State of Oklahoma or the United States of America located in the State of
Oklahoma and hereby further irrevocably and unconditionally waive and agree not
to plead or claim in any such court that any such action, suit or proceeding
brought in any court has been brought in an inconvenient forum.

         7. Counterparts. This Agreement may be executed and delivered
(including by facsimile transmission) in any number of counterparts, each of
which shall be an original, but all of which, together shall constitute one and
the same instrument.

         8. Capitalized Terms. Each capitalized term used herein and not
otherwise defined herein shall have the meaning given such term in the
Consulting and Settlement Agreement or the Employment Agreement.

         9. Severability and Reformation. Whenever possible, each provision and
term of this Agreement will be interpreted in a manner to be effective and
valid, but if any provision or term of this Agreement is held to be prohibited
by law or invalid, then such provision or term will be ineffective only to the
extent of such prohibition or invalidity, without invalidating or affecting in
any manner whatsoever the remainder of such provision or term or the remaining
provisions or terms of this Agreement. If any of the covenants set forth in this
Agreement are held by a court of competent jurisdiction to contain limitations
as to time, geographical area or scope of activity to be restrained that are not
reasonable and impose a greater restraint than is necessary, the court shall
reform the covenants to the extent necessary to cause the limitations contained
in the covenants as to time, geographical area and scope of activity to be
restrained to be reasonable and to impose a restraint that is not greater than
necessary and to enforce the covenants as reformed.

         10. Integration. This Agreement constitutes the entire understanding
between Consultant and the Company relating the subject matter contained in this
Agreement and supercedes any previous oral or written communications,
representations, warranties, covenants, understanding or agreements between the
Consultant and the Company relating to the subject matter of this Agreement.

                     [SIGNATURE PAGE TO AGREEMENT TO FOLLOW]





                                       12
<PAGE>































                               [BLANK BY INTENT]



                                      KRK

                                      SDH





                                       13
<PAGE>

                          [SIGNATURE PAGE TO AGREEMENT]

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 26th day of June, 2002.



                                    AMERIVISION COMMUNICATIONS, INC.


                                    By:    /s/ KENNETH R. KOLEK
                                        ----------------------------------------

                                    Name:  Kenneth R. Kolek
                                          --------------------------------------

                                    Title: Chairman/CEO
                                           -------------------------------------


                                               /s/ STEPHEN D. HALLIDAY
                                    --------------------------------------------
                                    STEPHEN D. HALLIDAY




                                       14
<PAGE>


                  CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

         This CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (the "AGREEMENT") is
effective as of the 26th day of June, 2002, by and between Stephen D. Halliday,
an individual ("CONSULTANT" or "YOU"), and AmeriVision Communications, Inc., an
Oklahoma corporation (the "COMPANY").

                                   WITNESSETH:

         WHEREAS, Consultant, the Company, and Tracy Freeny, an individual (the
"STOCKHOLDER"), entered into that certain Amended and Restated Employment
Agreement dated May 26, 2000, as amended (the agreement and its amendments
thereof to be referred to as the "EMPLOYMENT AGREEMENT" herein), which provides
for the employment of the Consultant by the Company in an executive capacity
pursuant to the terms and conditions thereof; and

         WHEREAS, Consultant and the Company entered into a certain
Acknowledgment and Agreement dated as of January 1, 2002 (the "ACKNOWLEDGMENT
and AGREEMENT"), pursuant to which Consultant terminated his employment with the
Company for "Good Reason" under Section 8(e) of the Employment Agreement and
pursuant to which the Company acknowledged and agreed that there was a
termination of Consultant's employment for Good Reason pursuant to the
Employment Agreement; and

         WHEREAS, the Company is the maker of that certain Promissory Note,
dated the date hereof, and payable to Consultant (the "PROMISSORY NOTE") to
which Consultant shall be paid amounts owed to him by the Company as a result of
his "Good Reason" termination under Section 8(e) of the Employment Agreement and
to which Consultant shall be granted, among other rights, the right to observe
board meetings of the Company, conditioned on the execution and delivery of this
certain Agreement; and

         WHEREAS, Consultant and the Company have entered into that certain
Consulting and Settlement Agreement dated as of January 1, 2002 (the "CONSULTING
AND SETTLEMENT AGREEMENT"), pursuant to which Consultant will agree to defer
certain rights and severance benefits under the Employment Agreement as a result
of "Good Reason" termination provided under Section 8(e) of the Employment
Agreement and to provide certain consulting services in consideration for the
Company providing Consultant with certain continuing benefits and other valuable
consideration; and

         NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

         1. Confidential Information.

                  1.1. In connection with your appointment, under the terms of
         that certain Consulting and Settlement Agreement, dated January 1,
         2002, by and between yourself and the Company, to the position of
         consultant to the Company and its board of directors,



                                       1
<PAGE>


         and in connection with that certain Promissory Note, dated the date
         hereof, by and between yourself and the Company, it is expected that
         you will have access to information concerning the Company and its
         affairs which will not have been made available to the public at the
         time of its dissemination to board members. Accordingly, as a condition
         precedent to: (a) your engagement as such a consultant, (b) your
         permitted attendance at meetings of the Company's board of directors or
         of any board committee, and (c) your receipt of information, whether in
         oral or written form at any such meeting or in another form of
         dissemination by or on behalf of the Company to or among board members
         (all such information being hereinafter collectively referred to as the
         "CONFIDENTIAL INFORMATION") the Company has indicated that it must be
         in receipt of your assurance that you are willing to treat all such
         Confidential Information, whether prepared by or on behalf of the
         Company and irrespective of the form of communication by which it is
         delivered, confidentially and to refrain from discussing or otherwise
         releasing the same to anyone other than a member of the Company's board
         of directors until such time as it shall have been released to the
         public in the form of a press announcement or by way of a filing made
         with the United State Securities and Exchange Commission (the
         "COMMISSION") or you shall have received permission to do so in written
         form from the Chairman of the Company's board of directors. Your
         execution and delivery of a counterpart copy of this Agreement
         evidences the Company's receipt of such assurance.

                  1.2. For purposes of this Agreement, Confidential Information
         shall not be deemed to include information which (i) is or becomes
         generally available to the public other than as a result of a
         disclosure by you; (ii) was within your possession prior to its being
         furnished to you by or on behalf of the Company pursuant hereto,
         provided that the source of such information was not known by you to be
         bound by a confidentiality agreement with or other contractual, legal
         or fiduciary obligation of confidentiality to the Company or any other
         party with respect to such information, and provided further that
         within one business day following your receipt of such information, you
         furnish to the Company a written statement identifying the source of
         such previously received information and the circumstances surrounding
         your receipt thereof; or (iii) becomes available to you on a
         non-confidential basis from a source other than the Company or any of
         its representatives, provided that such source is not bound by a
         confidentiality agreement with or other contractual, legal or fiduciary
         obligation of confidentiality to the Company or any other party with
         respect to such information.

                  1.3. Notwithstanding the foregoing, you may make disclosure of
         Confidential Information if you have received the written opinion of
         your outside counsel that such disclosure must be made by you in order
         that you not commit a violation of law. In the event that you are
         requested or required (by oral questions, interrogatories, requests for
         information or documents in legal proceedings, subpoenas, civil
         investigative demand or other similar process) to disclose any of the
         Confidential Information, you shall provide the Company with prompt
         written notice of any such request or requirement so that the Company
         may seek a protective order or other appropriate remedy and/or waive
         compliance with the provisions of this Agreement. If, in the absence of
         a protective order or other remedy or the receipt of a waiver by the
         Company, you are nonetheless, in the




                                       2
<PAGE>

         written opinion of your counsel, legally compelled to disclose
         Confidential Information to any tribunal or else stand liable for
         contempt or suffer other censure or penalty, you may, without liability
         hereunder, disclose to such tribunal only that portion of the
         Confidential Information which such counsel advises you is legally
         required to be disclosed, provided that you exercise your best efforts
         to preserve the confidentiality of the Confidential Information,
         including, without limitations, by cooperating with the Company to
         obtain an appropriate protective order or other reliable assurance that
         confidential treatment will be accorded the Confidential Information by
         such tribunal.

         2. Restrictive Covenants.

                  2.1. You agree that, in exchange for the Company's willingness
         to furnish you with the Confidential Information, you shall not, during
         the pendency of your engagement as a consultant to the Company, or
         within the six month period following termination of the referenced
         Consulting and Settlement Agreement, either directly or indirectly,
         unless any of the following actions shall have been specifically
         invited or authorized in writing by the Company, (a) effect or seek,
         offer or propose (whether publicly or otherwise) to effect, or cause to
         participate in or in any way assist any other person to effect or seek,
         offer or propose (whether publicly or otherwise) to effect, or cause or
         participate in, (i) any tender or exchange offer, merger or other
         business combination involving the Company or any of its subsidiaries;
         (ii) any recapitalization, restructuring, liquidation, dissolution or
         other extraordinary transaction with respect to the Company or any of
         its subsidiaries; or (iii) any "solicitation of proxies" (as such terms
         are used in the Commission's proxy rules), consents or other
         authorizations to vote any voting securities of the Company; (b) form,
         join or in any way participate in a "group" (as defined under the
         Securities Exchange Act of 1934, as amended) or otherwise act, alone or
         in concert with others, to seek to control or influence the management,
         Board of Directors or policies of the Company; (c) take any action
         which might force the Company to make a public announcement regarding
         any of the types of matters set forth in (a) above; or (d) enter into
         any discussions or arrangements with any third party with respect to
         any of the foregoing. Notwithstanding the foregoing, (a) there shall be
         no restriction on your purchase or sale, directly or indirectly, of any
         securities of, or voting rights with respect to, the Company or any of
         its subsidiaries, whether by way of private or open market
         transactions; and (b) Consultant shall, at all times, be permitted to
         solicit or obtain proxies from the following persons: (i) David Gandy;
         (ii) John Damoose; (iii) Jay Sekulow; (iv) C.A.S.E., a nonprofit
         organization; and (v) up to five (5) additional persons, in
         Consultant's sole discretion.

                  2.2. You further agree that, in exchange for the Company's
         willingness to furnish you with the Confidential Information, you shall
         not, during the pendency of your engagement as a consultant to the
         Company, or within the six month period following termination of the
         referenced Consulting and Settlement Agreement, either directly or
         indirectly, own, manage, operate, control, be an officer or director or
         be employed by any Competitor (defined below); you will not induce,
         directly or indirectly, solicit, or cause to be solicited, any employee
         of the Company to leave his/her employment with the Company; and you
         will not, directly or indirectly, solicit any customers or clients of
         the




                                       3
<PAGE>




         Company that have done business with the Company at any time or from
         time to time during the period of the Consultant's business
         relationship hereunder for any business purpose other than for the
         benefit of the Company. For purposes of this Agreement, a "COMPETITOR"
         is defined as any person, corporation or other entity which (i) is a
         telecommunications company of similar size and mission as the Company
         anywhere within the United States or (ii) with locations within a fifty
         (50) mile radius of Oklahoma City, Oklahoma, that, at any time, sells
         or attempts to sell any products or services which are the same as or
         similar to the products and services sold or promoted by the Company at
         any time and from time to time during the two (2) years immediately
         prior to the full execution of this Agreement. Beneficial or record
         ownership of not more than five percent (5%) of the outstanding capital
         stock of any publicly traded corporation for which the Consultant
         performs no active management or consulting services shall not be a
         violation of this Section 2.2.

                  2.3. The restrictive covenants in this Section 2.1 and Section
         2.2 are not intended to and shall not prohibit Consultant from
         performing any obligations imposed on him by the Consulting and
         Settlement Agreement and his consulting duties as set forth therein.

         3. No Waiver. It is understood and agreed that no failure or delay by
the Company in exercising any right, power or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise thereof preclude
any other or future exercise thereof or the exercise of any other right, power
or privilege hereunder.

         4. Covenants Independent. Each restrictive covenant to which the
Consultant shall be obligated under this Agreement shall be construed as a
covenant independent of any other covenant or agreement to which the Company
shall be obligated, whether contained in this Agreement or any other, and
whether fully performed or executory, or any claim or cause of action directed
by the Consultant against the Company, predicated upon such other covenant or
agreement, except if based upon the Company's failure to make timely payment of
the remuneration to which the Consultant is entitled hereunder, shall not
constitute a defense to the enforcement by the Company of any of the
Consultant's covenants made hereunder.

         5. Injunctive Relief. It is further understood and agreed that money
damages would not be sufficient remedy for any breach of this Agreement by you
and that the Company shall be entitled to equitable relief, including injunction
and specific performance, as a remedy for any such breach. Such remedies shall
not be deemed to be the exclusive remedies for a breach by you of this Agreement
but shall be in addition to all other remedies at law or equity to the Company.
In the event of litigation relating to this Agreement, if a court of competent
jurisdiction determines that you have breached this Agreement, then you shall be
liable and pay to the Company the reasonable legal fees incurred by the Company
in connection with such litigation, including any appeal therefrom.

         6. Governing Law. This Agreement is for the benefit of the Company and
its directors, officers, stockholders, affiliates and agents, and shall be
governed by and construed in accordance with the laws of the State of Oklahoma.
You also hereby irrevocably and



                                       4
<PAGE>



unconditionally consent to submit to the exclusive jurisdiction of the courts of
the State of Oklahoma and of the United States of America located in the State
of Oklahoma for any actions, suits or proceedings arising out of or relating to
this Agreement and the transactions contemplated hereby (and you agree not to
commence any action, suit or proceeding relating thereto except in such courts),
and further agree that service of any process, summons, notice or document by
United States registered mail to your address set forth above shall be effective
service of process for any action, suit or proceeding brought against you in any
such court. You hereby irrevocable and unconditionally waive any objection to
the laying of venue of any action, suit or proceeding arising out of this
Agreement or the transactions contemplated hereby, in the courts of the State of
Oklahoma or the United States of America located in the State of Oklahoma and
hereby further irrevocably and unconditionally waive and agree not to plead or
claim in any such court that any such action, suit or proceeding brought in any
court has been brought in an inconvenient forum.

         7. Counterparts. This Agreement may be executed and delivered
(including by facsimile transmission) in any number of counterparts, each of
which shall be an original, but all of which, together shall constitute one and
the same instrument.

         8. Capitalized Terms. Each capitalized term used herein and not
otherwise defined herein shall have the meaning given such term in the
Consulting and Settlement Agreement or the Employment Agreement.

         9. Severability and Reformation. Whenever possible, each provision and
term of this Agreement will be interpreted in a manner to be effective and
valid, but if any provision or term of this Agreement is held to be prohibited
by law or invalid, then such provision or term will be ineffective only to the
extent of such prohibition or invalidity, without invalidating or affecting in
any manner whatsoever the remainder of such provision or term or the remaining
provisions or terms of this Agreement. If any of the covenants set forth in this
Agreement are held by a court of competent jurisdiction to contain limitations
as to time, geographical area or scope of activity to be restrained that are not
reasonable and impose a greater restraint than is necessary, the court shall
reform the covenants to the extent necessary to cause the limitations contained
in the covenants as to time, geographical area and scope of activity to be
restrained to be reasonable and to impose a restraint that is not greater than
necessary and to enforce the covenants as reformed.

         10. Integration. This Agreement constitutes the entire understanding
between Consultant and the Company relating the subject matter contained in this
Agreement and supercedes any previous oral or written communications,
representations, warranties, covenants, understanding or agreements between the
Consultant and the Company relating to the subject matter of this Agreement.

                     [SIGNATURE PAGE TO AGREEMENT TO FOLLOW]


                                       5
<PAGE>



                          [SIGNATURE PAGE TO AGREEMENT]

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 26th day of June, 2002.



                                    AMERIVISION COMMUNICATIONS, INC.


                                    By:    /s/ KENNETH R. KOLEK
                                        ----------------------------------------

                                    Name:  Kenneth R. Kolek
                                          --------------------------------------

                                    Title: Chairman/CEO
                                           -------------------------------------


                                    /s/ STEPHEN D. HALLIDAY
                                    --------------------------------------------
                                    STEPHEN D. HALLIDAY



                                       6

<PAGE>

                                PROMISSORY NOTE


FACE AMOUNT:             $2,011,456
INTEREST RATE:           4.36% per year
TERM:                    54 months
FIRST PAYMENT DUE:       July 10, 2002

         1. FOR VALUE RECEIVED, AmeriVision Communications, Inc., an Oklahoma
corporation, with its principal office in Oklahoma City, Oklahoma ("MAKER" or
the "COMPANY"), hereby unconditionally promises to pay to the order of Stephen
D. Halliday, or his assignee ("HOLDER"), in collected funds the principal sum of
TWO MILLION ELEVEN THOUSAND FOUR HUNDRED FIFTY-SIX & 00/100 DOLLARS
($2,011,456.00) in fifty four (54) monthly payments (the "TERM"), at 4.36%
interest (This note shall be referred to herein as the "NOTE"). The payment
schedule for the Note is as follows:

                  a)       $ 45,220.00 per month for the first month (July
                           2002);

                  b)       $ 41,300.00 per month for the next fifty-two (52)
                           months (August 2002 through November 2006); and

                  c)       $ 23,836.00 per month for the last month (December
                           2006).

                  1.1. Payment Due Date. Each monthly payment due under this
         Note shall be payable on the 10th day of each calendar month, beginning
         with the 10th of July 2002, and will become past due, and thus
         constitute an Event of Default (as defined in Section 3 herein), if not
         mailed to the Holder and postmarked on or before the 20th day of each
         calendar month. All past due principal on this Note will, at Holder's
         option, bear interest at a rate of twelve percent (12%) per annum until
         the date of payment (the "PENALTY INTEREST"). Such interest shall be
         computed on the basis of a 365-day year for the actual number of days
         elapsed.

                  1.2 Interest and Allocation of Payments. The interest provided
         in the first paragraph of Section 1 of this Note shall accrue
         throughout the Term on the unpaid principal balance at the rate
         specified above, and shall be payable and due at maturity, subject to
         the payment allocation specified below:

                  a)       The first $3,800.00 of each monthly payment specified
                           in Section 1 above will be credited to unpaid,
                           accrued interest (if any) as of the date of payment
                           (the "CURRENTLY PAYABLE INTEREST"). The Currently
                           Payable Interest shall not accrue interest during the
                           Term.

                  b)       Any unpaid, accrued interest beyond the Currently
                           Payable Interest (such amount to be referred to as
                           the "UNPAID ACCRUED INTEREST") shall not accrue
                           interest during the Term.

                  c)       The balance of each monthly payment specified in
                           Section 1 above in excess of $3,800.00 shall be
                           credited to the outstanding principal balance.

                                        1

<PAGE>




                  1.3. Instructions for Payment. All payments of principal,
         interest and other amounts payable on or in respect of this note or the
         indebtedness evidenced hereby shall be made to Holder in U.S. dollars,
         by a Company check or by wire transfer, upon the sole discretion of
         Holder or his assigns. Maker shall make such payments of principal and
         interest to Holder at the address of Holder set forth on the signature
         page hereto or at such other place or pursuant to wire transfer
         instructions as Holder shall have notified Maker in writing.

         2. Special Provisions.

                  2.1. Prepayable. This Note is prepayable from time to time in
         whole or in part. Prepayments shall be credited first, to the reduction
         of Penalty Interest, if any, and second, to the reduction of the last
         maturing principal payments of This Note.

                  2.2. No Set-Off. All payments on or in respect of this Note or
         the indebtedness evidenced hereby shall be made to Holder without
         set-off or counterclaim and free and clear of and without any
         deductions of any kind.

         3. Event of Default. Notwithstanding the foregoing, the principal debt
owing by Maker under this Note, together with any Penalty Interest or Currently
Payable Interest (as may accrue under Section 1.2 hereof), but excluding and
forgiving any Unpaid Accrued Interest, shall be immediately due and payable,
upon written demand by the Holder to Maker (with such written demand not being
required in the event of default described in Section 3.1), in the event of the
occurrence and continuation of any of the following (each an "EVENT OF
DEFAULT"):

                  3.1. Breach of Timely Payment. Maker fails to make a timely
         payment of the monthly installment as provided in Section 1 herein. In
         this Section 3.1, the entire unpaid principal and all unpaid Penalty
         Interest and Currently Payable Interest, but excluding and forgiving
         any Unpaid Accrued Interest, of this Note shall become immediately due
         and owing, without notice, demand or presentment to Maker. Moreover, in
         this Section 3.1, Maker and each surety, endorser and guarantor waive
         all demands for payment, presentations for payment, notices of
         intention to accelerate maturity, notices of acceleration of maturity,
         protests and notices of protest, to the extent permitted by law;

                  3.2. Breach of Obligation or Covenant. A material breach of
         any obligation or covenant under this Note or any other obligation,
         covenant, or liability contained or referred to in this Note;

                  3.3. Breach of Representation or Warranty. Any warranty,
         representation, or statement made or furnished to the Holder by or on
         behalf of Maker proves to be or to have been false in any material
         respect;

                  3.4. Bankruptcy. Maker (a) files (or consents to the filing
         of) any petition or complaint pursuant to federal or state bankruptcy
         or insolvency laws seeking the appointment of a receiver or trustee for
         any of its assets, seeking the adjudication of Maker as bankrupt or
         insolvent, seeking an "order for relief" under such statutes, or
         seeking a reorganization of or a plan of arrangement for Maker and (b)
         such petition is

                                        2


<PAGE>


         not dismissed within sixty (60) days after the filing thereof or Maker
         makes a general assignment for the benefit of its creditors;

                  3.5. Change in Control. A Change in Control (as defined below)
         of Maker. For the purposes of this Note, "CHANGE IN CONTROL" shall mean
         (a) the sale, lease or other transfer of all or substantially all of
         the assets of Maker to any person or group (as such term is used in
         Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
         ("SECTION 13(d)(3)"); (b) the adoption by the stockholders of Maker of
         a plan relating to the liquidation or dissolution of Maker; (c) the
         merger or consolidation of Maker with or into another entity or the
         merger of another entity into Maker or any subsidiary thereof with the
         effect that immediately after such transaction the stockholders of
         Maker immediately prior to such transaction directly and indirectly
         hold less than fifty percent (50%) of the total voting power of all
         securities generally entitled to vote in the election of directors,
         managers or trustees of the entity surviving such merger or
         consolidation; (d) the acquisition by any person or group (as such term
         is used in Section 13(d)(3)) of more than fifty percent (50%) of the
         direct and indirect voting power of all securities of Maker generally
         entitled to vote in the election of directors of Maker; or (e) the
         majority of Maker's Board of Directors being composed of members, other
         than the current directors as of January 1, 2002, who have served less
         than twelve (12) consecutive months; or

                  3.6. Dividends and other Distributions. Within any calendar
         quarter, Maker pays dividends or share redemption payments or makes any
         other distribution with respect to its capital stock that violates any
         of the Company's bank loan covenants, including those of Coast Business
         Credit, and including a covenant that may state, in substantially the
         same form as hereinafter provided, that such dividends, share
         redemption payments or other distributions shall not exceed, in the
         aggregate, a specified percentage of Maker's "quarterly net earnings",
         with such quoted term being deemed to consist of Maker's net income
         after tax (excluding extraordinary gains), confirmed by reference to
         Maker's quarterly financial statements, prepared in accordance with
         generally accepted accounting principles. In the event that, during the
         Term of this Note, a Company's lender waives any bank loan covenant or
         a portion thereof, including the percentage limitation above, in
         connection with an extension of credit to the Company, then Holder's
         acceptance and consent of such waiver is hereby deemed to have been
         granted and shall not violate this Section 3.6; provided, however,
         Maker shall give written notice to Holder within fifteen (15) days of
         any such waiver.

         4. Costs of Collection or Enforcement. If at any time this Note is
placed in the hands of an attorney for collection, or if suit is brought for
collection or enforcement, or if it is collected through bankruptcy or other
judicial proceeding, then Maker agrees to pay all costs of collection and
enforcement, including reasonable attorney's fees and court costs, together with
any Penalty Interest or Currently Payable Interest.

         5. No Waiver. Neither a delay on the part of Holder in the exercise of
any power or right under this Note, nor a single or partial exercise of any such
power or right, shall operate as a waiver thereof. Enforcement by Holder of any
of its rights hereunder shall not constitute an election by it of remedies so as
to preclude the exercise of any other remedy available to it.

         6. Covenants.




                                       3
<PAGE>


                  6.1. Board Observer Rights. Upon the Holder's execution and
         delivery of a counterpart copy of a Confidentiality and Non-Competition
         Agreement in the form of Exhibit A hereto (the "CONFIDENTIALITY AND
         NON-COMPETITION AGREEMENT") and, subject to his future performance in
         accordance with its terms and the terms of the Consulting and
         Settlement Agreement, continuing until the termination of that
         agreement, Mr. Halliday may, as a non-voting and unpaid observer,
         attend all meetings of the Company's Board of Directors and shall be
         provided with copies of all notices, minutes, information and other
         materials generated with respect to such meetings that Maker provides
         to its directors, when and as such materials are delivered to the
         directors.

                  6.2. Right to Receive Financial Statements.

                           6.2.1. Maker shall provide Holder as soon as
                  practicable after the end of each fiscal quarter, and in any
                  event within forty-five (45) days, unaudited consolidated
                  balance sheets of Maker and its subsidiaries, if any, as of
                  the end of such fiscal quarter, unaudited statements of
                  income, statements of changes in financial condition,
                  statements of cash flow of Maker and its subsidiaries and
                  statements of shareholders' equity for such period and for the
                  current fiscal year to date, and setting forth in each case in
                  comparative form the figures for corresponding periods in the
                  previous fiscal year, and setting forth in comparative form
                  the budgeted figures, prepared in accordance with generally
                  accepted accounting principles.

                           6.2.2. Maker shall provide Holder as soon as
                  practicable after the end of each month, and in any event
                  within thirty (30) days, monthly financial statements in
                  substantially the same format as currently prepared by Maker
                  in accordance with past practice.

         7. Representations of Maker. Maker makes the following representations
and warranties to Holder:

                  7.1. Corporate Status. Maker is a corporation duly
         incorporated, validly existing, and in good standing under the laws of
         the State of Oklahoma.

                  7.2. Authorization. All corporate action on the part of Maker
         and its officers, directors and shareholders necessary for Maker to
         execute and perform its obligations under this Note has been taken.

                  7.3. Validity of Note. This Note is a legally valid and
         binding obligation of Maker. The issuance of this Note does not and
         will not violate any agreements to which Maker is, or at the time of
         issuance will be, a party.

         8. Miscellaneous.

                  8.1. Further Assurances. Each party agrees to cooperate fully
         with the other party and to execute such further instruments, documents
         and agreements and to give such further written assurances, as may be
         reasonably requested by any other party to

                                        4




<PAGE>


         evidence and reflect the transactions described herein and contemplated
         hereby, and to carry into effect the intents and purposes of this Note.

                  8.2. Rights Cumulative. Each and all of the various rights,
         powers and remedies of the parties hereto shall be considered to be
         cumulative with and in addition to any other rights, powers and
         remedies which such parties may have at law or in equity in the event
         of the breach of any of the terms of this Note. The exercise or partial
         exercise of any right, power or remedy shall neither constitute the
         exclusive election thereof nor the waiver of any other right, power or
         remedy available to such party.

                  8.3. Notices. All notices (including other communications
         required or permitted) under this Note must be in writing and must be
         delivered (a) in person; (b) by registered or certified mail, postage
         prepaid, return receipt requested; (c) by a generally recognized
         courier or messenger service that provides written acknowledgement of
         receipt by the addressee; or (d) by facsimile or other generally
         accepted means of electronic transmission with a verification of
         delivery. Notices are deemed delivered when actually delivered to the
         address for notices. Notices to Holder must be given to its last known
         address appearing on the books of Maker and notices to Maker must be
         given at its principal executive office. Any party may furnish, from
         time to time, other addresses for notices to it.

                  8.4. Severability. The provisions of this Note are severable.
         The invalidity, in whole or in part, of any provision of this Note
         shall not affect the validity or enforceability of any other of its
         provisions. If one or more provisions hereof shall be declared invalid
         or unenforceable, the remaining provisions shall remain in full force
         and effect and shall be construed in the broadest possible manner to
         effectuate the purposes of this Note. The parties further agree to
         replace such void or unenforceable provisions of this Note with valid
         and enforceable provisions which will achieve, to the extent possible,
         the economic, business and other purposes of the void or unenforceable
         provisions.

                  8.5. Headings; Attachments; References. The headings in this
         Note are only for convenience and ease of reference and are not to be
         considered in construction or interpretation of this Note, nor as
         evidence of the intention of the parties hereto. All exhibits,
         schedules and appendices attached to this Note are incorporated herein.
         Except where otherwise indicated, all references in this Note to
         Sections refer to Sections of this Note.

                  8.6. Amendments; Modifications. Any provision of this Note may
         be amended or modified upon the written consent of all parties to this
         Note.

                  8.7. Waivers; Extensions of Time. Any party hereto may by a
         writing signed by an authorized representative of such party: (i)
         extend the time for the performance of any of the obligations of
         another party; (ii) waive any inaccuracies in representations and
         warranties made by another party contained in this Note or in any
         documents delivered pursuant hereto; or (iii) waive the compliance with
         any term, provision, covenant, requirement or condition of this Note.
         Any extension of time or waive must be in writing and shall be
         effective only to the extent specifically set forth in such writing.


                                        5

<PAGE>


                  8.8. Delays or Omissions. No delay or failure by any party to
         insist on the strict performance of any provision of this Note, or to
         exercise any power, fight or remedy, will be deemed a waiver or
         impairment of such performance, power, right or remedy or of any other
         provision of this Note nor shall it be construed to be a waiver of any
         breach or default, or an acquiescence therein, or of or in any similar
         breach or default thereafter occurring.

                  8.9. Interpretation. If any claim is made by a party relating
         to any conflict, omission or ambiguity in the provisions of this Note,
         no presumption or burden of proof or persuasion will be implied because
         this Note was prepared by or at the request of any party or its
         counsel.

                  8.10. Governing Law. This Note shall be governed by and
         construed in accordance with the laws of the State of Oklahoma,
         excluding that body of law relating to conflict of laws.

                  8.11. Successors and Assigns. Except as otherwise provided
         herein, the provisions hereof shall inure to the benefit of, and be
         binding upon, the successors, assigns, heirs, executors and
         administrators of the parties hereto.

                  8.12. Survival. The representations, warranties and agreements
         in this Note shall survive the execution of this Note without regard to
         any investigation made by any party. All statements as to factual
         matters contained in any certificates, exhibits or other instruments
         delivered by or on behalf of any party pursuant to the terms hereof or
         in connection with the transactions contemplated hereby shall be
         deemed, for all purposes, to constitute representations and warranties
         by such party under the terms of this Note given as of the date of such
         certificate or instrument.

                  8.13. Specific Performance. It might be impossible to measure
         in money the damage to a party if another party fails to comply with
         any provision of this Note. If any such failure occurs, the party might
         not have an adequate remedy at law or in damages. Therefore, each party
         may seek the issuance of an injunction and the enforcement of other
         equitable remedies against it to compel performance of any obligation,
         covenant or liability contained or referred to in this Note.

                  8.14. Additional Documents and Acts. Each party will execute
         and deliver such additional documents and instruments, and perform such
         additional acts, as are commercially reasonable and necessary to carry
         out and perform its obligations in this Note.

                  8.15. Binding Effect; Parties in Interest This Note is binding
         upon and benefits only the parties and their respective permitted
         successors and assigns. Nothing in this Note gives any rights or
         remedies to any person other than the parties and their respective
         permitted successors and assigns, nor does anything in this Note
         relieve or discharge any obligation or liability of any third person to
         any party. No provision of this Note gives any third person any right
         of subrogation or action over or against any party to this Note.



                                       6
<PAGE>


                  8.16. Usury Laws. It is the intention of Maker and Holder to
         conform strictly to applicable usury laws. Accordingly, notwithstanding
         any provision to the contrary in this Note, the aggregate of all
         interest and any other charges or consideration constituting interest
         under applicable usury law that is taken, reserved, contracted for,
         charged or received under this Note or otherwise in connection with
         this transaction shall under no circumstances exceed the maximum amount
         of interest allowed by the usury law applicable to this transaction. If
         any excess interest charge or consideration in such respect is taken,
         reserved, contracted for, charged, received or provided for, or shall
         be adjudicated to be so taken, reserved, contracted for, charged,
         received or provided for, in this Note, whether by the terms of this
         Note or because the maturity of the indebtedness evidenced by this Note
         is accelerated for any reason, or in the event of any required or
         permitted prepayment, then in any such event (a) the provisions of this
         paragraph shall govern and control, (b) neither Maker nor Maker's
         heirs, executors, administrators, legal representatives, successors or
         assigns or any other liable party shall be obligated to pay the amount
         of such interest to the extent that it is in excess of the legal limit
         for interest rates, (c) any excess shall be deemed a mistake and
         cancelled automatically and, if theretofore paid, shall be credited on
         this Note by the Holder hereof (or if this Note shall have been paid in
         full, refunded to Maker) and (d) the effective rate of interest shall
         be automatically subject to reduction to the maximum interest rate
         allowed by law as the law may now or hereafter be construed by courts
         of appropriate jurisdiction. Without limiting the foregoing, all
         calculations of the rate of interest taken, reserved, contracted for,
         charged, received or provided for under this Note which are made for
         the purpose of determining whether the interest rate exceeds the legal
         limit for interest rates, shall be made, to the extent allowed by law,
         by amortizing, prorating, allocating and spreading in equal parts
         during the period of the full stated term of the Note evidenced hereby,
         all interest at any time taken, reserved, contracted for, charged,
         received or provided for under this Note.




                           [SIGNATURE PAGE TO FOLLOW]




                                       7



<PAGE>


                            [SIGNATURE PAGE TO NOTE]


Dated this 26th day of June, 2002.

                                            /s/ KENNETH R. KOLEK
                                            ------------------------------------
                                            Kenneth R. Kolek, Chairman/CEO
                                            AmeriVision Communications, Inc.


                                 ACKNOWLEDGMENT

STATE OF OKLAHOMA  )
                   ) ss.
COUNTY OF OKLAHOMA )

         This instrument was signed and acknowledged before me on the 26 day of
June, 2002, by Maker.



                                                   /s/ ANGELA MURRAY
                                                   -----------------------------
                                                   Notary/Public

[L.S.]




My Commission Expires:


2-14-2004
----------------------






                                       8


<PAGE>


                                    EXHIBIT A

                                     FORM OF
                  CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

         This CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (the "AGREEMENT") is
effective as of the 26th day of June, 2002, by and between Stephen D. Halliday,
an individual ("CONSULTANT" or "YOU"), and AmeriVision Communications, Inc., an
Oklahoma corporation (the "COMPANY").

                                   WITNESSETH:

          WHEREAS, Consultant, the Company, and Tracy Freeny, an individual (the
"STOCKHOLDER"), entered into that certain Amended and Restated Employment
Agreement dated May 26, 2000, as amended (the agreement and its amendments
thereof to be referred to as the "EMPLOYMENT AGREEMENT" herein), which provides
for the employment of the Consultant by the Company in an executive capacity
pursuant to the terms and conditions thereof; and

         WHEREAS, Consultant and the Company entered into a certain
Acknowledgment and Agreement dated as of January 1, 2002 (the "ACKNOWLEDGMENT
AND AGREEMENT"), pursuant to which Consultant terminated his employment with the
Company for "Good Reason" under Section 8(e) of the Employment Agreement and
pursuant to which the Company acknowledged and agreed that there was a
termination of Consultant's employment for Good Reason pursuant to the
Employment Agreement; and

         WHEREAS, the Company is the maker of that certain Promissory Note,
dated the date hereof, and payable to Consultant (the "PROMISSORY NOTE") to
which Consultant shall be paid amounts owed to him by the Company as a result of
his "Good Reason" termination under Section 8(e) of the Employment Agreement and
to which Consultant shall be granted, among other rights, the right to observe
board meetings of the Company, conditioned on the execution and delivery of this
certain Agreement; and

          WHEREAS, Consultant and the Company have entered into that certain
Consulting and Settlement Agreement dated as of January 1, 2002 (the "CONSULTING
AND SETTLEMENT AGREEMENT"), pursuant to which Consultant will agree to defer
certain rights and severance benefits under the Employment Agreement as a result
of "Good Reason" termination provided under Section 8(e) of the Employment
Agreement and to provide certain consulting services in consideration for the
Company providing Consultant with certain continuing benefits and other valuable
consideration; and

         NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:





<PAGE>

         1. Confidential Information.

                  1.1. In connection with your appointment, under the terms of
         that certain Consulting and Settlement Agreement, dated January 1,
         2002, by and between yourself and the Company, to the position of
         consultant to the Company and its board of directors, and in connection
         with that certain Promissory Note, dated the date hereof, by and
         between yourself and the Company, it is expected that you will have
         access to information concerning the Company and its affairs which will
         not have been made available to the public at the time of its
         dissemination to board members. Accordingly, as a condition precedent
         to: (a) your engagement as such a consultant, (b) your permitted
         attendance at meetings of the Company's board of directors or of any
         board committee, and (c) your receipt of information, whether in oral
         or written form at any such meeting or in another form of dissemination
         by or on behalf of the Company to or among board members (all such
         information being hereinafter collectively referred to as the
         "CONFIDENTIAL INFORMATION") the Company has indicated that it must be
         in receipt of your assurance that you are willing to treat all such
         Confidential Information, whether prepared by or on behalf of the
         Company and irrespective of the form of communication by which it is
         delivered, confidentially and to refrain from discussing or otherwise
         releasing the same to anyone other than a member of the Company's board
         of directors until such time as it shall have been released to the
         public in the form of a press announcement or by way of a filing made
         with the United State Securities and Exchange Commission (the
         "COMMISSION") or you shall have received permission to do so in written
         form from the Chairman of the Company's board of directors. Your
         execution and delivery of a counterpart copy of this Agreement
         evidences the Company's receipt of such assurance.

                  1.2. For purposes of this Agreement, Confidential Information
         shall not be deemed to include information which (i) is or becomes
         generally available to the public other than as a result of a
         disclosure by you; (ii) was within your possession prior to its being
         furnished to you by or on behalf of the Company pursuant hereto,
         provided that the source of such information was not known by you to be
         bound by a confidentiality agreement with or other contractual, legal
         or fiduciary obligation of confidentiality to the Company or any other
         party with respect to such information, and provided further that
         within one business day following your receipt of such information, you
         furnish to the Company a written statement identifying the source of
         such previously received information and the circumstances surrounding
         your receipt thereof; or (iii) becomes available to you on a
         non-confidential basis from a source other than the Company or any of
         its representatives, provided that such source is not bound by a
         confidentiality agreement with or other contractual, legal or fiduciary
         obligation of confidentiality to the Company or any other party with
         respect to such information.

                  1.3. Notwithstanding the foregoing, you may make disclosure of
         Confidential Information if you have received the written opinion of
         your outside counsel that such disclosure must be made by you in order
         that you not commit a violation of law. In the event that you are
         requested or required (by oral questions, interrogatories, requests for
         information or documents in legal proceedings, subpoenas, civil
         investigative demand or


                                       10


<PAGE>




         other similar process) to disclose any of the Confidential Information,
         you shall provide the Company with prompt written notice of any such
         request or requirement so that the Company may seek a protective order
         or other appropriate remedy and/or waive compliance with the provisions
         of this Agreement. If, in the absence of a protective order or other
         remedy or the receipt of a waiver by the Company, you are nonetheless,
         in the written opinion of your counsel, legally compelled to disclose
         Confidential Information to any tribunal or else stand liable for
         contempt or suffer other censure or penalty, you may, without liability
         hereunder, disclose to such tribunal only that portion of the
         Confidential Information which such counsel advises you is legally
         required to be disclosed, provided that you exercise your best efforts
         to preserve the confidentiality of the Confidential Information,
         including, without limitations, by cooperating with the Company to
         obtain an appropriate protective order or other reliable assurance that
         confidential treatment will be accorded the Confidential Information by
         such tribunal.

         2. Restrictive Covenants.

                  2.1. You agree that, in exchange for the Company's willingness
         to furnish you with the Confidential Information, you shall not, during
         the pendency of your engagement as a consultant to the Company, or
         within the six month period following termination of the referenced
         Consulting and Settlement Agreement, either directly or indirectly,
         unless any of the following actions shall have been specifically
         invited or authorized in writing by the Company, (a) effect or seek,
         offer or propose (whether publicly or otherwise) to effect, or cause to
         participate in or in any way assist any other person to effect or seek,
         offer or propose (whether publicly or otherwise) to effect, or cause or
         participate in, (i) any tender or exchange offer, merger or other
         business combination involving the Company or any of its subsidiaries;
         (ii) any recapitalization, restructuring, liquidation, dissolution or
         other extraordinary transaction with respect to the Company or any of
         its subsidiaries; or (iii) any "solicitation of proxies" (as such terms
         are used in the Commission's proxy rules), consents or other
         authorizations to vote any voting securities of the Company; (b) form,
         join or in any way participate in a "group" (as defined under the
         Securities Exchange Act of 1934, as amended) or otherwise act, alone or
         in concert with others, to seek to control or influence the management,
         Board of Directors or policies of the Company; (c) take any action
         which might force the Company to make a public announcement regarding
         any of the types of matters set forth in (a) above; or (d) enter into
         any discussions or arrangements with any third party with respect to
         any of the foregoing. Notwithstanding the foregoing, (a) there shall be
         no restriction on your purchase or sale, directly or indirectly, of any
         securities of, or voting rights with respect to, the Company or any of
         its subsidiaries, whether by way of private or open market
         transactions; and (b) Consultant shall, at all times, be permitted to
         solicit or obtain proxies from the following persons: (i) David Gandy;
         (ii) John Damoose; (iii) Jay Sekulow; (iv) C.A.S.E., a nonprofit
         organization; and (v) up to five (5) additional persons, in
         Consultant's sole discretion.

                  2.2. You further agree that, in exchange for the Company's
         willingness to furnish you with the Confidential Information, you shall
         not, during the pendency of your engagement as a consultant to the
         Company, or within the six month period following


                                       11


<PAGE>




         termination of the referenced Consulting and Settlement Agreement,
         either directly or indirectly, own, manage, operate, control, be an
         officer or director or be employed by any Competitor (defined below);
         you will not induce, directly or indirectly, solicit, or cause to be
         solicited, any employee of the Company to leave his/her employment with
         the Company; and you will not, directly or indirectly, solicit any
         customers or clients of the Company that have done business with the
         Company at any time or from time to time during the period of the
         Consultant's business relationship hereunder for any business purpose
         other than for the benefit of the Company. For purposes of this
         Agreement, a "COMPETITOR" is defined as any person, corporation or
         other entity which (i) is a telecommunications company of similar size
         and mission as the Company anywhere within the United States or (ii)
         with locations within a fifty (50) mile radius of Oklahoma City,
         Oklahoma, that, at any time, sells or attempts to sell any products or
         services which are the same as or similar to the products and services
         sold or promoted by the Company at any time and from time to time
         during the two (2) years immediately prior to the full execution of
         this Agreement. Beneficial or record ownership of not more than five
         percent (5%) of the outstanding capital stock of any publicly traded
         corporation for which the Consultant performs no active management or
         consulting services shall not be a violation of this Section 2.2.

                  2.3. The restrictive covenants in this Section 2.1 and Section
         2.2 are not intended to and shall not prohibit Consultant from
         performing any obligations imposed on him by the Consulting and
         Settlement Agreement and his consulting duties as set forth therein.

         3. No Waiver. It is understood and agreed that no failure or delay by
the Company in exercising any right, power or privilege hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise thereof preclude
any other or future exercise thereof or the exercise of any other right, power
or privilege hereunder.

         4. Covenants Independent Each restrictive covenant to which the
Consultant shall be obligated under this Agreement shall be construed as a
covenant independent of any other covenant or agreement to which the Company
shall be obligated, whether contained in this Agreement or any other, and
whether fully performed or executory, or any claim or cause of action directed
by the Consultant against the Company, predicated upon such other covenant or
agreement, except if based upon the Company's failure to make timely payment of
the remuneration to which the Consultant is entitled hereunder, shall not
constitute a defense to the enforcement by the Company of any of the
Consultant's covenants made hereunder.

         5. Injunctive Relief It is further understood and agreed that money
damages would not be sufficient remedy for any breach of this Agreement by you
and that the Company shall be entitled to equitable relief; including injunction
and specific performance, as a remedy for any such breach. Such remedies shall
not be deemed to be the exclusive remedies for a breach by you of this Agreement
but shall be in addition to all other remedies at law or equity to the Company.
In the event of litigation relating to this Agreement, if a court of competent
jurisdiction determines that you have breached this Agreement, then you shall be
liable and pay


                                       12

<PAGE>


to the Company the reasonable legal fees incurred by the Company in connection
with such litigation, including any appeal therefrom.

         6. Governing Law. This Agreement is for the benefit of the Company and
its directors, officers, stockholders, affiliates and agents, and shall be
governed by and construed in accordance with the laws of the State of Oklahoma.
You also hereby irrevocably and unconditionally consent to submit to the
exclusive jurisdiction of the courts of the State of Oklahoma and of the United
States of America located in the State of Oklahoma for any actions, suits or
proceedings arising out of or relating to this Agreement and the transactions
contemplated hereby (and you agree not to commence any action, suit or
proceeding relating thereto except in such courts), and further agree that
service of any process, summons, notice or document by United States registered
mail to your address set forth above shall be effective service of process for
any action, suit or proceeding brought against you in any such court. You hereby
irrevocable and unconditionally waive any objection to the laying of venue of
any action, suit or proceeding arising out of this Agreement or the transactions
contemplated hereby, in the courts of the State of Oklahoma or the United States
of America located in the State of Oklahoma and hereby further irrevocably and
unconditionally waive and agree not to plead or claim in any such court that any
such action, suit or proceeding brought in any court has been brought in an
inconvenient forum.

         7. Counterparts. This Agreement may be executed and delivered
(including by facsimile transmission) in any number of counterparts, each of
which shall be an original, but all of which, together shall constitute one and
the same instrument.

         8. Capitalized Terms. Each capitalized term used herein and not
otherwise defined herein shall have the meaning given such term in the
Consulting and Settlement Agreement or the Employment Agreement

         9. Severability and Reformation. Whenever possible, each provision and
term of this Agreement will be interpreted in a manner to be effective and
valid, but if any provision or term of this Agreement is held to be prohibited
by law or invalid, then such provision or term will be ineffective only to the
extent of such prohibition or invalidity, without invalidating or affecting in
any manner whatsoever the remainder of such provision or term or the remaining
provisions or terms of this Agreement. If any of the covenants set forth in this
Agreement are held by a court of competent jurisdiction to contain limitations
as to time, geographical area or scope of activity to be restrained that are not
reasonable and impose a greater restraint than is necessary, the court shall
reform the covenants to the extent necessary to cause the limitations contained
in the covenants as to time, geographical area and scope of activity to be
restrained to be reasonable and to impose a restraint that is not greater than
necessary and to enforce the covenants as reformed.

         10. Integration. This Agreement constitutes the entire understanding
between Consultant and the Company relating the subject matter contained in this
Agreement and supercedes any previous oral or written communications,
representations, warranties, covenants, understanding or agreements between the
Consultant and the Company relating to the subject matter of this Agreement.


                                       13


<PAGE>



                     [SIGNATURE PAGE TO AGREEMENT TO FOLLOW]

                          [SIGNATURE PAGE TO AGREEMENT]


                 IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the 26 day of June, 2002.



                                        AMERIVISION COMMUNICATIONS, INC.


                                        By: KENNETH R. KOLEK
                                            ------------------------------------

                                        Name: Kenneth R. Kolek
                                              ----------------------------------

                                        Title: Chairman/CEO
                                               ---------------------------------




                                        /s/ STEPHEN D. HALLIDAY
                                        ----------------------------------------
                                        STEPHEN D. HALLIDAY





                                       14




<PAGE>


                          ACKNOWLEDGMENT AND AGREEMENT


         This ACKNOWLEDGMENT AND AGREEMENT (the "ACKNOWLEDGMENT AND AGREEMENT")
is effective as of January 1, 2002, by and between Stephen D. Halliday, an
individual (the "EXECUTIVE"), and AmeriVision Communications, Inc., an Oklahoma
corporation (the "COMPANY").

                                   WITNESSETH:

         WHEREAS, the Executive, the Company, and Tracy Freeny, an individual
(the "STOCKHOLDER"), entered into that certain Amended and Restated Employment
Agreement dated May 26, 2000, as amended (the "EMPLOYMENT AGREEMENT"), which
provides for the employment of the Executive by the Company pursuant to the
terms and conditions thereof; and

         WHEREAS, there was, among other things, "a change of control within the
Company" as defined in Section 8(e) of the Employment Agreement ("CHANGE OF
CONTROL") in July of 2001, which constitutes a Good Reason for Executive to
terminate employment pursuant to Section 8(e) of the Employment Agreement
without the Executive being in breach of the Employment Agreement; and

         WHEREAS, the Executive and the Company have entered into a certain
Consulting and Settlement Agreement dated the date hereof (the "CONSULTING AND
SETTLEMENT AGREEMENT"), pursuant to which Executive will agree to defer certain
rights and severance benefits under the Employment Agreement as a result of Good
Reason termination provided under Section 8(e) of the Employment Agreement and
to provide certain consulting services in consideration for the Company
providing the Executive with certain continuing benefits and other valuable
consideration.

         NOW THEREFORE, all parties hereby acknowledge and agree to the terms
contained herein:

         1. TERMINATION. The Executive hereby exercises his right, as of the
date hereof, to terminate his employment for Good Reason upon the occurrence of
a Change in Control of the Company pursuant to Section 8(e) of the Employment
Agreement.

         2. ACKNOWLEDGMENTS.

                  a. The Company acknowledges and accepts that there was "a
         change of control within the Company" as defined in Section 8(e) of the
         Employment Agreement in July of 2001, which constitutes a Good Reason
         for Executive to terminate employment pursuant to Section 8(e) of the
         Employment Agreement without the Executive being in breach of the
         Employment Agreement.

                  b. The Company acknowledges and accepts that the Executive has
         fulfilled and satisfied all preexisting conditions for and has validly
         and properly exercised his


                                        1



<PAGE>


         right to terminate his employment for Good Reason under Section 8(e) of
         the Employment Agreement.

                  c. The Company acknowledges that the Executive is relying on
         this Acknowledgment and Agreement for purposes of entering into the
         Consulting and Settlement Agreement dated concurrently herewith. The
         Company acknowledges that the Executive would not have entered into the
         Consulting and Settlement Agreement, but for the Company's execution of
         this Acknowledgment and Agreement.

                  d. The Company acknowledges that the Executive is entitled to
         the following severance benefits pursuant to Section 8(e) of the
         Employment Agreement:

                           (i) to continue to receive his current annual Base
                  Compensation through May 24, 2004;

                           (ii) to receive additional payments equal to his
                  current annual Base Compensation payable over the 12-month
                  period following the date hereof (the effective date of the
                  termination of the Executive's employment);

                           (iii) to continue to receive full vesting of all
                  Stock Bonus and Stock Option Grants as provided in Sections 4
                  and 5 of the Employment Agreement;

                           (iv) to receive payment of a cash bonus at the time
                  of each vesting as described in Section 4 of the Employment
                  Agreement; and

                           (v) to receive all of the Executive's accrued, vested
                  and unpaid salary and benefits as of the date hereof,
                  including the CPI adjustment to his compensation as required
                  by Section 3 of the Employment Agreement. Pursuant to Section
                  3, a CPI adjustment is due for past compensation "effective on
                  the anniversary of February 1, 1999," and in addition the CPI
                  adjustment is necessary to calculate the amounts due in (i)
                  and (ii) above.

         Without limiting the generality of the foregoing, the Company
         acknowledges that Exhibit A ("PAYMENTS DUE") attached hereto provides a
         complete and accurate depiction of the Executive's severance payments
         under the Employment Agreement for a Good Reason termination of
         service.

         3. RELEASE BY COMPANY. In consideration of the Executive's entering
into the Consulting and Settlement Agreement and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Company, for itself and on behalf of its successors, assigns and affiliates,
hereby releases and discharges the Executive from any claim, liability, damage,
cost, expense or other obligation of the Executive to the Company, whether known
or unknown, in law or in equity, which the Company or Company's successors,
assigns and affiliates ever had, now has or hereafter may have, including,
without limitation for, upon or by reason of any matter, cause, event or thing
whatsoever from the beginning of the world to the date hereof.


                                        2



<PAGE>


         4. REPRESENTATIONS AND WARRANTIES. The Company represents and warrants
to Executive as follows:

                  a. The Company has the power to enter into this Acknowledgment
         and Agreement and to perform its obligations under this Acknowledgment
         and Agreement and has taken all necessary action to authorize such
         execution, delivery, and performance.

                  b. This Acknowledgment and Agreement does not and will not
         violate or conflict with any law applicable to it, and provision of its
         organizational documents, any order of judgment of any court or other
         agency of government applicable to it or any of its assets or any
         contractual restrictions binding on or affecting it or any of its
         assets; and

                  c. The Company's obligations under this Acknowledgment and
         Agreement constitute its legal, valid and binding obligations,
         enforceable in accordance with their respective terms (subject to
         applicable bankruptcy, reorganization, insolvency, moratorium, or
         similar laws affecting creditors' rights generally and subject, as to
         enforceability, to equitable principles of general application
         (regardless of whether enforcement is sought in a proceeding in equity
         or at law)).

         5. CAPITALIZED TERMS. Each capitalized term used herein and not
otherwise defined herein shall have the meaning given such term in the
Employment Agreement.

         6. GOVERNING LAW. This Acknowledgment and Agreement shall be governed
by and construed and enforced in accordance with the laws of the State of
Oklahoma, without regard to conflict of law principles.

         7. COUNTERPARTS. This Acknowledgment and Agreement may be executed and
delivered (including by facsimile transmission) in any number of counterparts,
each of which shall be an original, but all of which, together shall constitute
one and the same instrument.

         8. BINDING EFFECT. All of the terms and provisions of this
Acknowledgment and Agreement shall be binding upon and inure to the benefit of
the parties hereto and to their respective successors and assigns.


                            [SIGNATURE PAGE FOLLOWS]






                                        3


<PAGE>




                [SIGNATURE PAGE TO ACKNOWLEDGMENT AND AGREEMENT]


         IN WITNESS WHEREOF, the parties hereto have executed this
Acknowledgment and Agreement as of the effective date hereof.

                                          AMERIVISION:

                                          AMERIVISION COMMUNICATIONS, INC.


                                          By:    /s/ KENNETH R. KOLEK
                                                 -------------------------------

                                          Name:   Kenneth R. Kolek
                                                  ------------------------------
                                          Title:  Chairman/CEO
                                                  ------------------------------



                                          EXECUTIVE:

                                          /s/ STEPHEN D. HALLIDAY
                                          --------------------------------------
                                          Stephen D. Halliday





                                        4

<PAGE>

                                   EXHIBIT A

                                  PAYMENTS DUE


<Table>
<Caption>

YEAR                          AMOUNT
----                          ------

<S>                        <C>
2002                       $1,343,843(1)

2003                       $  641,346

2004                       $  251,267
                           ----------
                           $2,236,456
</Table>

1.       As of May 30, 2002, the amount of $187,500 had been paid to Executive,
         resulting in a net payable amount of $2,048,956 due to Executive as of
         such date. Assuming that the Company makes a $37,500 payment to
         Executive on June 15, 2002, a net payable amount of $2,011,456 shall be
         due to Executive as of June 30, 2002.