Common use of Usury Laws Clause in Contracts

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] [SIGNATURE PAGE TO NOTE] Dated this 26th day of June, 2002. /s/ XXXXXXX X. XXXXX ------------------------------------ Xxxxxxx X. Xxxxx, 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/ XXXXXX XXXXXX ----------------------------- Notary/Public [L.S.] My Commission Expires: 2-14-2004 ---------------------- 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 Xxxxxxx X. Xxxxxxxx, an individual ("CONSULTANT" or "YOU"), and AmeriVision Communications, Inc., an Oklahoma corporation (the "COMPANY").

Usury Laws. It is Borrower, Lender and all other parties to the intention of Maker and Holder Loan Documents intend to conform strictly to applicable usury laws. Accordingly, notwithstanding any provision to the contrary and contract in this Note, the aggregate of all interest and any other charges or consideration constituting interest under strict compliance with applicable usury law that is taken, reserved, contracted for, charged from time to time in effect. All agreements between Borrower and Lender (or received any other party liable with respect to any Indebtedness under this Note or otherwise in connection with this transaction shall under no circumstances exceed the maximum amount of interest allowed Loan Documents) are hereby limited 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 Section which shall govern override and controlcontrol all such agreements, whether now existing or hereafter arising. In no way, nor in any event or contingency (b) neither Maker nor Maker's heirsincluding but not limited to prepayment, executorsdefault, administratorsdemand for payment, 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 acceleration of the legal limit for interest rates, (c) maturity of any excess shall be deemed a mistake and cancelled automatically and, if theretofore paidobligation), 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, chargeable, or received or provided for under this Note which are made for Agreement, the purpose Note, any of determining whether the other Loan Documents, or otherwise, exceed the maximum amount permitted under applicable law ("MAXIMUM AMOUNT"). If, from any possible construction of any document, interest would otherwise be payable in excess of the Maximum Amount, any such construction shall be subject to the provisions of this Section and such document shall IPSO FACTO be automatically reformed and the interest rate exceeds the legal limit for interest rates, payable shall be madeautomatically reduced to the Maximum Amount, without the necessity of execution of any amendment or new document. If Lender shall ever receive anything of value which is characterized as interest under applicable law and which would apart from this provision be in excess of the Maximum Amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Indebtedness in the inverse order of its maturity and not to the payment of interest, or be refunded to Borrower or the other payor thereof, at the election of Lender in its sole discretion or as required by applicable law. The right to accelerate maturity of the Note or any other Indebtedness does not include the right to accelerate any interest which has not otherwise accrued on the date of such acceleration, and Lender does not intend to charge or receive any unearned interest in the event of acceleration. All interest paid or agreed to be paid to Lender shall, to the extent allowed permitted by applicable law, by amortizingbe amortized, proratingprorated, allocating allocated and spreading in equal parts during the period of spread throughout the full stated term (including any renewal or extension) of such Indebtedness so that the amount of interest on account of such Indebtedness does not exceed the Maximum Amount. As used in this Section, the term "applicable law" shall mean the laws of the Note evidenced hereby, all interest at any time taken, reserved, contracted for, charged, received State of FLORIDA or provided for under this Note. [SIGNATURE PAGE TO FOLLOW] [SIGNATURE PAGE TO NOTE] Dated this 26th day of June, 2002. /s/ XXXXXXX X. XXXXX ------------------------------------ Xxxxxxx X. Xxxxx, 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/ XXXXXX XXXXXX ----------------------------- Notary/Public [L.S.] My Commission Expires: 2-14-2004 ---------------------- EXHIBIT A FORM OF CONFIDENTIALITY AND NON-COMPETITION AGREEMENT This CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (the "AGREEMENT") is effective as federal laws of the 26th day of JuneUnited States applicable to this transaction, 2002whichever laws allow the greater interest, by and between Xxxxxxx X. Xxxxxxxx, an individual ("CONSULTANT" as such laws now exist or "YOU"), and AmeriVision Communications, Inc., an Oklahoma corporation (may be changed or amended or come into effect in the "COMPANY")future.

Usury Laws. It is the intention of Maker and Holder the parties hereto to conform strictly to comply with applicable usury laws. Accordingly; accordingly, it is agreed that notwithstanding any provision provisions to the contrary in this NoteRestated Credit Agreement or in any of the documents evidencing or securing payment hereof or otherwise relating hereto, in no event shall this Restated Credit Agreement or such instruments or documents require or permit the aggregate payment, charging, taking, reserving or receiving of all interest and any other charges or consideration sums constituting interest interest, as defined under applicable usury law that laws, in excess of the maximum amount permitted by such laws. If any such excess of interest is taken, reserved, contracted for, charged paid, charged, taken, reserved or received under this Note Restated Credit Agreement or under the terms of any of the documents evidencing or securing payment hereof or otherwise relating hereto, or in connection with any communication by Bank or any other person to Borrower or any other party liable for the payment of the indebtedness evidenced hereby, or if the maturity of the indebtedness is accelerated in whole or in part, or in the event that all or part of the principal or interest shall be prepaid, so that under any of such circumstances or under any other circumstances whatsoever, the amount of interest contracted for, paid, charged, taken, reserved or received under this transaction Restated Credit Agreement or under any of the documents securing payment hereof or otherwise relating hereto, on the amount of principal actually outstanding from time to time shall under no circumstances exceed the maximum amount of interest allowed permitted by the applicable 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 prepaymentlaws, then in any such event (a) the a)_the provisions of this paragraph Section shall govern and control, (b) neither Maker nor Maker's heirs, executors, administrators, legal representatives, successors or assigns or any other liable party b)_any such excess shall be obligated to pay the amount of such interest canceled automatically to the extent that it is in excess of the legal limit for interest ratessuch excess, and shall not be collected or collectible, (c) any c)_any such excess shall be deemed a mistake and cancelled automatically and, if theretofore paid, which is or has been received shall be credited on this Note by against the Holder then unpaid principal balance hereof (or if this Note shall have been paid in full, refunded to Maker) Borrower, at the Bank's option, and (d) the d)_the effective rate of interest shall be automatically subject to reduction reduced to the maximum interest lawful rate allowed by law under applicable laws as the law may now or hereafter be construed by courts having jurisdiction thereof. It is further agreed that, without limitation of appropriate jurisdiction. Without limiting the foregoing, all calculations of the rate of interest taken, reserved, contracted for, paid, charged, taken, reserved or received or provided for under this Note which Restated Credit Agreement or under such other documents or instruments that are made for the purpose of determining whether the interest such rate exceeds the legal limit for interest ratesmaximum lawful rate of interest, shall be made, to the extent allowed permitted by lawapplicable usury laws, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the Note evidenced herebyindebtedness, all interest at any time taken, reserved, contracted for, paid, charged, taken, reserved or received from the Borrower or provided for under otherwise by the holder or holders hereof. The terms of this NoteSection shall be deemed to be incorporated in every loan document, security instrument, debt instrument and communication relating to this Restated Credit Agreement and the loan evidenced hereby. [SIGNATURE PAGE TO FOLLOW] [SIGNATURE PAGE TO NOTE] Dated this 26th day The term "applicable usury laws" shall mean such laws of Junethe State of Texas or the laws of the United States, 2002. /s/ XXXXXXX X. XXXXX ------------------------------------ Xxxxxxx X. Xxxxxwhichever laws allow the higher rate of interest, Chairman/CEO AmeriVision Communicationsas such laws now exist; provided, Inc. ACKNOWLEDGMENT STATE OF OKLAHOMA ) ) ss. COUNTY OF OKLAHOMA ) This instrument was signed and acknowledged before me on however, that if such laws shall hereafter allow higher rates of interest, then the 26 day of Juneapplicable usury laws shall be the laws allowing the higher rates, 2002, by Maker. /s/ XXXXXX XXXXXX ----------------------------- Notary/Public [L.S.] My Commission Expires: 2-14-2004 ---------------------- EXHIBIT A FORM OF CONFIDENTIALITY AND NON-COMPETITION AGREEMENT This CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (the "AGREEMENT") is to be effective as of the 26th day effective date of June, 2002, by and between Xxxxxxx X. Xxxxxxxx, an individual ("CONSULTANT" or "YOU"), and AmeriVision Communications, Inc., an Oklahoma corporation (the "COMPANY")such laws.

Usury Laws. It is the intention of Maker and Holder The parties hereto intend to conform strictly to applicable usury laws. Accordingly, notwithstanding any provision to the contrary contract in this Note, the aggregate of all interest and any other charges or consideration constituting interest under strict compliance with applicable usury law from time to time in effect. In furtherance thereof, the parties hereto stipulate and agree that is takennone of the terms and provisions contained in this Mortgage or any other Loan Document shall ever be construed to create a contract to pay, reservedfor the use, contracted forforbearance or detention of money, charged or received under this Note or otherwise interest in connection with this transaction shall under no circumstances exceed excess of the maximum amount of interest allowed permitted to be charged by applicable law from time to time in effect. Mortgagor, any present or future guarantor or any other person hereafter becoming liable for the usury law applicable to this transaction. If any excess payment of the Obligations, shall ever be liable for unearned interest charge or consideration in such respect is taken, reserved, contracted for, charged, received or provided for, thereon or shall ever be adjudicated required to be so taken, reserved, contracted for, charged, received or provided for, pay interest thereon in this Note, whether by the terms of this Note or because the maturity excess of the indebtedness evidenced by this Note is accelerated for any reasonmaximum amount that may be lawfully charged under applicable law from time to time in effect, or in the event of any required or permitted prepayment, then in any such event (a) and the provisions of this paragraph shall govern control over all other provision of the Loan Documents which may be in conflict therewith. If any indebtedness or obligation owed by Mortgagor under the Loan Documents is prepaid or accelerated and control, (b) neither Maker nor Maker's heirs, executors, administrators, legal representatives, successors or assigns or as a result any other liable party shall amounts held to constitute interest are determined to be obligated to pay the amount of such interest to the extent that it is in excess of the legal maximum, or Mortgagee shall otherwise collect moneys which are determined to constitute interest which would otherwise increase the interest on all or any part of such obligations to an amounts in excess of that permitted to be charged by applicable law then in effect, then all such sums determined to constitute interest in excess of such legal limit shall, without penalty, be promptly applied to reduce the then outstanding principal of the related indebtedness or obligations or, at Mortgagee's option returned to Mortgagor or the other payor thereof upon such determination. In determining whether or not any amount paid or payable, under any circumstance, exceeds the maximum amount permitted under applicable law, Mortgagee and Mortgagor shall to the greatest extent permitted under applicable law, characterize any non-principal payment as an expense, fee or premium rather than as interest, and amortize, prorate, allocate and spread the total amount of interest throughout the entire contemplated term of the Loan Agreement in accordance with the amounts outstanding from time to time hereunder and the Maximum Rate from time to time in effect under applicable law in order to lawfully charge the maximum amount of interest permitted under applicable law. If at any time the rate at which interest is payable hereunder exceeds the Maximum Rate, the amount outstanding hereunder shall bear interest at the Maximum Rate only, but shall continue to bear interest at the Maximum Rate until such time as the total amount of interest accrued hereunder equals (but does not exceed) the total amount of interest which would have accrued hereunder had there been no Maximum Rate applicable hereto. In the event applicable law provides for an interest ratesceiling under Chapter 303 of the Texas Finance Code, that ceiling shall be the indicated (weekly) ceiling and shall be used when appropriate in determining the maximum rate permitted by applicable law. As used in this section, (ci) any excess shall the term "applicable law" means the laws of the State of Texas or the laws of the United States of America, whichever laws allow the greater interest, as such laws now exist or may be deemed a mistake and cancelled automatically andchanged or amended or come into effect in the future, 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 (dii) the effective term "MAXIMUM RATE" means, at the time of determination, the maximum 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 foregoingwhich, 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 applicable 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] [SIGNATURE PAGE TO NOTE] Dated this 26th day of June, 2002. /s/ XXXXXXX X. XXXXX ------------------------------------ Xxxxxxx X. Xxxxx, 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/ XXXXXX XXXXXX ----------------------------- Notary/Public [L.S.] My Commission Expires: 2-14-2004 ---------------------- 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 Xxxxxxx X. Xxxxxxxx, an individual ("CONSULTANT" or "YOU"), and AmeriVision Communications, Inc., an Oklahoma corporation (the "COMPANY")may then be charged hereunder.

Usury Laws. It is the intention of Maker and Holder the parties to conform strictly to comply with applicable usury laws. Accordingly; accordingly, it is agreed that notwithstanding any provision provisions to the contrary in this NoteAgreement or in any of the documents evidencing or securing payment hereof or otherwise relating hereto, in no event shall this Agreement or such instruments or documents require or permit the aggregate of all interest and payment, contracting for, charging, taking, reserving or receiving any other charges or consideration sums constituting interest interest, as defined under applicable usury law that laws, in excess of the maximum amount permitted by such laws. If any such excess of interest is taken, reserved, contracted for, charged paid, charged, taken, reserved or received under this Note Agreement or under any of the documents evidencing or securing payment hereof or otherwise in connection with this transaction relating hereto, on the amount of principal actually outstanding from time to time shall under no circumstances exceed the maximum amount of interest allowed permitted by the applicable 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 prepaymentlaws, then in any such event (ai) the provisions of this paragraph Section shall govern and control, ; (bii) neither Maker nor Maker's heirs, executors, administrators, legal representatives, successors or assigns or any other liable party such excess shall be obligated to pay the amount of such interest canceled automatically to the extent that it is in excess of the legal limit for interest ratessuch excess, and shall not be collected or collectible; (ciii) any such excess shall be deemed a mistake and cancelled automatically and, if theretofore paid, which is or has been received shall be credited on this Note by against the Holder unpaid principal balance hereof (or if this Note shall have been paid in full, refunded to Maker) the Borrower, at the Bank's option; and (div) the effective rate of interest shall be automatically subject to reduction reduced to the maximum interest lawful rate allowed by law under applicable laws as the law may now or hereafter be construed by courts having jurisdiction hereof or thereof. It is further agreed that without limitation of appropriate jurisdiction. Without limiting the foregoing, all calculations of the rate of interest takencalculated for, reserved, contracted forpaid, charged, taken, reserved or received or provided for under this Note which Agreement or under such other documents or instruments that are made for the purpose of determining whether the interest such rate exceeds the legal limit for interest ratesmaximum lawful rate of interest, shall be made, to the extent allowed permitted by lawapplicable usury laws, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the Note evidenced herebyindebtedness, all interest at any time takencontractor for, reserved, contracted forpaid, charged, taken, reserved or received from the Borrower or provided for under otherwise by the holder or holders thereof. The terms of this Notesection shall be deemed to be incorporated in every loan document, security instrument, debt instrument, and communication relating to this Agreement and the law evidenced hereby. [SIGNATURE PAGE TO FOLLOW] [SIGNATURE PAGE TO NOTE] Dated this 26th day The term "applicable usury laws" shall mean such law of Junethe State of Texas or the laws of the United States; whichever laws allow the higher rate of interest, 2002as such laws now exist; provided, however, that if such laws shall hereafter allow higher rates of interest. /s/ XXXXXXX X. XXXXX ------------------------------------ Xxxxxxx X. Xxxxx, Chairman/CEO AmeriVision Communications, Inc. ACKNOWLEDGMENT STATE OF OKLAHOMA ) ) ss. COUNTY OF OKLAHOMA ) This instrument was signed and acknowledged before me on then the 26 day of June, 2002, by Maker. /s/ XXXXXX XXXXXX ----------------------------- Notary/Public [L.S.] My Commission Expires: 2-14-2004 ---------------------- EXHIBIT A FORM OF CONFIDENTIALITY AND NON-COMPETITION AGREEMENT This CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (applicable usury laws shall be the "AGREEMENT") is laws allowing the higher rate to be effective as of the 26th day effective date of Junesuch laws. To the extent that TEX. REV. STAT. ANN. xxt 5069-1.04, 2002, by and between Xxxxxxx X. Xxxxxxxx, an individual as amended (the "CONSULTANT" or "YOUAct"), and AmeriVision Communicationsis relevant to the Bank for the purposes of determining the Maximum Rate, Inc., an Oklahoma corporation (the parties elect to determine the Maximum Rate under the Act pursuant to the "COMPANY")indicate rate ceiling" from time to time in effect, as referred to and defined in article 1.04(a)(1) of the Act; subject, however, to any right the Bank may have subsequently under applicable law, to change the method of determining the Maximum Rate.

Usury Laws. It is the intention of Maker and Holder the parties hereto to conform strictly to comply ---------------- with all applicable usury laws. Accordingly; accordingly, it is agreed that notwithstanding any provision provisions to the contrary in this Note, the aggregate of all interest and Agreement or any other charges Loan Documents, in no event shall such Loan Documents require the payment or consideration constituting permit the collection of interest (which term, for purposes hereof, shall include any amount which, under applicable usury law that law, is takendeemed to be interest, reserved, whether or not such amount is characterized by the parties as interest) in excess of the maximum amount permitted by such laws. If any excess of interest is unintentionally contracted for, charged or received under this Note Agreement 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 any other Loan Documents, or because in the event the maturity of the indebtedness evidenced by this Note the Notes is accelerated for any reasonin whole or in part, or in the event that all or part of the principal or interest of the Notes shall be prepaid, so that the amount of interest contracted for, charged or received under this Agreement or under any required or of the other Loan Documents, on the amount of principal actually outstanding from time to time under this Agreement shall exceed the maximum amount of interest permitted prepaymentby the applicable usury laws, then in any such event (ai) the provisions of this paragraph shall govern and control, (bii) neither Maker Borrowers nor Maker's heirs, executors, administrators, legal representatives, successors or assigns or any other person or entity now or hereafter liable party for the payment thereof, shall be obligated to pay the amount of such interest to the extent that it is in excess of the legal limit for maximum amount of interest ratespermitted by such applicable usury laws, (ciii) any such excess which may have been collected shall be deemed either applied as a mistake and cancelled automatically and, if theretofore paid, shall be credited on this Note by credit against the Holder hereof (then unpaid principal amount thereof or if this Note shall have been paid in full, refunded to Maker) Borrowers at Lender's option, and (div) the effective rate of interest shall be automatically subject to reduction reduced to the maximum lawful rate of interest rate allowed by law under the applicable usury laws as the law may now or hereafter be construed by the courts having jurisdiction thereof. It is further agreed that without limitation of appropriate jurisdiction. Without limiting the foregoing, all calculations of the rate of interest taken, reserved, contracted for, charged, charged or received under the Notes or provided for under this Note such other Loan Documents which are made for the purpose of determining whether the interest such rate exceeds the legal limit for interest ratesmaximum lawful rate of interest, shall be made, to the extent allowed permitted by lawapplicable laws, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the Note Loans evidenced herebythereby, all interest at any time taken, reserved, contracted for, charged, charged or received from Borrowers or provided for under this Note. [SIGNATURE PAGE TO FOLLOW] [SIGNATURE PAGE TO NOTE] Dated this 26th day of June, 2002. /s/ XXXXXXX X. XXXXX ------------------------------------ Xxxxxxx X. Xxxxx, 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, otherwise by Maker. /s/ XXXXXX XXXXXX ----------------------------- Notary/Public [L.S.] My Commission Expires: 2-14-2004 ---------------------- 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 Xxxxxxx X. Xxxxxxxx, an individual ("CONSULTANT" or "YOU"), and AmeriVision Communications, Inc., an Oklahoma corporation (the "COMPANY")Lenders in connection with such Loans.

Usury Laws. It is the intention of Maker and Holder the parties to conform strictly this Note to comply with all applicable laws, including, without limitation, usury laws. AccordinglyIn furtherance thereof, notwithstanding any provision to Xxxxxxxx and the contrary General Partner and Xxxxxx stipulate and agree that none of the terms and provisions contained 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 the other Loan Documents shall ever be construed to create a contract to pay for the use, forbearance, or detention of money, or interest, in connection with this transaction shall under no circumstances exceed excess of the maximum amount of interest allowed permitted to be charged by applicable law in effect from time to time. Neither Borrower nor any present or future guarantors, endorsers, or other persons or entities hereafter becoming liable for payment of Borrower’s obligations hereunder and under the usury other Loan Documents shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the maximum amount that may be lawfully charged under applicable law applicable from time to time in effect, and the provisions of this transactionSection 11 shall control over all other provisions of the Loan Documents that may be in conflict or apparent conflict herewith. If Lender expressly disavows any excess interest intention to charge or consideration collect excessive unearned interest or finance charges 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 event the maturity of this Note or because is accelerated. If (a) 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 this Note is prepaid and as a result any other liable party shall amounts held to constitute interest are determined to be obligated to pay the amount of such interest to the extent that it is in excess of the legal limit for interest ratesmaximum, or (c) Lender or any other holder of the Note shall otherwise collect moneys which are determined to constitute interest which would otherwise increase the interest hereon to an amount in excess shall of that permitted to be deemed a mistake and cancelled automatically andcharged by applicable law, if theretofore paidthen all sums determined to constitute interest in excess of such legal limit shall, shall without penalty, be credited on promptly applied to reduce the then outstanding principal of this Note by or, at Lender's or such holder's option, promptly returned to Borrower or the Holder hereof other payor thereof upon such determination. In determining whether or not the interest paid or payable, under any specific circumstance, exceeds the maximum amount permitted under applicable law, Lender and Borrower (and any other payors of this Note) shall to the greatest extent permitted under applicable law, (a) characterize any non-principal payment as an expense, fee or if premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread the total amount of interest throughout the entire contemplated term of this Note shall have been paid in full, refunded accordance with the amounts outstanding from time to Maker) time hereunder and (d) the effective maximum legal rate of interest from time to time in effect under applicable law in order to lawfully charge the maximum amount of interest permitted under applicable law. In the event applicable law provides for an interest ceiling under Chapter 303 of the Texas Finance Code (the “Texas Finance Code”) as amended, for that day, the ceiling shall be automatically subject to reduction to the maximum interest rate allowed by law “weekly ceiling” as defined in the law may now or hereafter be construed by courts of appropriate jurisdictionTexas Finance Code. Without limiting As used in this section the foregoing, all calculations term “applicable law” means the laws of the rate State of interest taken, reserved, contracted for, charged, received Texas 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 laws of the full stated term United States of America, whichever laws allow the Note evidenced herebygreater interest, all interest at any time taken, reserved, contracted for, charged, received as such laws now exist or provided for under this Note. [SIGNATURE PAGE TO FOLLOW] [SIGNATURE PAGE TO NOTE] Dated this 26th day of June, 2002. /s/ XXXXXXX X. XXXXX ------------------------------------ Xxxxxxx X. Xxxxx, Chairman/CEO AmeriVision Communications, Inc. ACKNOWLEDGMENT STATE OF OKLAHOMA ) ) ss. COUNTY OF OKLAHOMA ) This instrument was signed and acknowledged before me on may be changed or amended or come into effect in the 26 day of June, 2002, by Maker. /s/ XXXXXX XXXXXX ----------------------------- Notary/Public [L.S.] My Commission Expires: 2-14-2004 ---------------------- 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 Xxxxxxx X. Xxxxxxxx, an individual ("CONSULTANT" or "YOU"), and AmeriVision Communications, Inc., an Oklahoma corporation (the "COMPANY")future.

Usury Laws. It is the intention of Maker and Holder the parties to conform strictly to the usury laws, whether state or Federal, that are applicable to this Note. All agreements between the Borrower and the Lender, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid to the Lender or the holder hereof, or collected by Lender or such holder, for the use, forbearance or detention of the money to be loaned hereunder or otherwise, or for the payment or performance of any covenant or obligation contained herein, or in any of the Loan Documents, exceed the maximum amount permissible under applicable Federal or State usury laws. Accordingly, notwithstanding If under any circumstances whatsoever fulfillment of any provision hereof or of the Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the limit of validity prescribed by law, then the obligation to be fulfilled shall be reduced to the contrary in this Notelimit of such validity; and if under any circumstances the Lender or other holder hereof shall ever receive an amount deemed interest by applicable law, which would exceed the aggregate of all interest and any other charges or consideration constituting highest lawful rate, such amount that would be excessive interest under applicable usury law that is taken, reserved, contracted for, charged laws shall be applied to the reduction of the principal amount owing hereunder or received under this Note or otherwise in connection with this transaction shall under no circumstances exceed the maximum amount of interest allowed to other indebtedness secured by the usury law applicable Loan Documents and not to this transaction. If any excess interest charge or consideration in such respect is taken, reserved, contracted for, charged, received or provided forthe payment of interest, or if such excessive interest exceeds the unpaid balance of principal and such other indebtedness, the excess shall be adjudicated deemed to have been a payment made by mistake and shall be refunded to Borrower or to any other person making such payment on Borrower's behalf. All sums paid or agreed to be so takenpaid to the holder hereof for the use, reservedforbearance or detention of the indebtedness of Borrower evidenced hereby, contracted foroutstanding from time to time, chargedshall to the extent permitted by applicable law, received or provided forand to the extent necessary to preclude exceeding the limit of validity prescribed by law, in this Notebe amortized, whether by pro-rated, allocated and spread from the terms date of disbursement of the proceeds of this Note or because the maturity until payment in full of the Loan evidenced hereby, and thereby, so that the actual rate of interest on account of such indebtedness evidenced by this Note is accelerated for any reason, or in uniform throughout the event of any required or permitted prepayment, then in any such event (a) the term hereof and thereof. The terms and provisions of this paragraph shall govern control and controlsupersede every other provision of all agreements between Borrower, (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 Guarantor and 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] [SIGNATURE PAGE TO NOTE] Dated this 26th day of June, 2002. /s/ XXXXXXX X. XXXXX ------------------------------------ Xxxxxxx X. Xxxxx, 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/ XXXXXX XXXXXX ----------------------------- Notary/Public [L.S.] My Commission Expires: 2-14-2004 ---------------------- 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 Xxxxxxx X. Xxxxxxxx, an individual ("CONSULTANT" or "YOU"), and AmeriVision Communications, Inc., an Oklahoma corporation (the "COMPANY")Lender.

Usury Laws. It is the intention of Maker and Holder The parties hereto intend to conform strictly to applicable usury laws. Accordingly, notwithstanding any provision to the contrary contract in this Note, the aggregate of all interest and any other charges or consideration constituting interest under strict compliance with applicable usury law from time to time in effect. In furtherance thereof, the parties hereto stipulate and agree that is takennone of the terms and provisions contained in this Mortgage or any other Loan Document shall ever be construed to create a contract to pay, reservedfor the use, contracted forforbearance or detention of money, charged or received under this Note or otherwise interest in connection with this transaction shall under no circumstances exceed excess of the maximum amount of interest allowed permitted to be charged by applicable law from time to time in effect. Mortgagor, any present or future guarantor or any other person hereafter becoming liable for the usury law applicable to this transaction. If any excess payment of the Obligations, shall ever be liable for unearned interest charge or consideration in such respect is taken, reserved, contracted for, charged, received or provided for, thereon or shall ever be adjudicated required to be so taken, reserved, contracted for, charged, received or provided for, pay interest thereon in this Note, whether by the terms of this Note or because the maturity excess of the indebtedness evidenced by this Note is accelerated for any reasonmaximum amount that may be lawfully charged under applicable law from time to time in effect, or in the event of any required or permitted prepayment, then in any such event (a) and the provisions of this paragraph shall govern control over all other provision of the Loan Documents which may be in conflict therewith. If any indebtedness or obligation owed by Mortgagor under the Loan Documents is prepaid or accelerated and control, (b) neither Maker nor Maker's heirs, executors, administrators, legal representatives, successors or assigns or as a result any other liable party shall amounts held to constitute interest are determined to be obligated to pay the amount of such interest to the extent that it is in excess of the legal maximum, or Mortgagee shall otherwise collect moneys which are determined to constitute interest which would otherwise increase the interest on all or any part of such obligations to an amounts in excess of that permitted to be charged by applicable law then in effect, then all such sums determined to constitute interest in excess of such legal limit for interest ratesshall, (c) without penalty, be promptly applied to reduce the then outstanding principal of the related indebtedness or obligations or, at Mortgagee's option returned to Mortgagor or the other payor thereof upon such determination. In determining whether or not any excess amount paid or payable, under any circumstance, exceeds the maximum amount permitted under applicable law, Mortgagee and Mortgagor shall be deemed a mistake to the greatest extent permitted under applicable law, characterize any non-principal payment as an expense, fee or premium rather than as interest, and cancelled automatically andamortize, if theretofore paidprorate, shall be credited on this Note by allocate and spread the Holder hereof (or if this Note shall have been paid in full, refunded to Maker) and (d) the effective rate total amount of interest shall be automatically subject to reduction to throughout 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 entire contemplated term of the Note evidenced hereby, all in accordance with the amounts outstanding from time to time hereunder and the Maximum Rate from time to time in effect under applicable law in order to lawfully charge the maximum amount of interest permitted under applicable law. If at any time takenthe rate at which interest is payable hereunder exceeds the Maximum Rate, reserved, contracted for, charged, received or provided for under this Note. [SIGNATURE PAGE TO FOLLOW] [SIGNATURE PAGE TO NOTE] Dated this 26th day of June, 2002. /s/ XXXXXXX X. XXXXX ------------------------------------ Xxxxxxx X. Xxxxx, 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/ XXXXXX XXXXXX ----------------------------- Notary/Public [L.S.] My Commission Expires: 2-14-2004 ---------------------- 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 Xxxxxxx X. Xxxxxxxx, an individual ("CONSULTANT" or "YOU"), and AmeriVision Communications, Inc., an Oklahoma corporation (the "COMPANY").amount outstanding hereunder shall bear interest at the

Usury Laws. It is the intention of Maker and Holder the parties hereto to conform strictly to comply ---------- with applicable usury laws. Accordingly; accordingly, it is agreed that notwithstanding any provision provisions to the contrary in this NoteAgreement or in any of the documents evidencing or securing payment hereof or otherwise relating hereto, in no event shall this Agreement or such instruments or documents require or permit the aggregate payment, charging, taking, reserving or receiving of all interest and any other charges or consideration sums constituting interest interest, as defined under applicable usury law that laws, in excess of the maximum amount permitted by such laws. If any such excess of interest is taken, reserved, contracted for, charged paid, charged, taken, reserved or received under this Note Agreement or under the terms of any of the documents evidencing or securing payment hereof or otherwise relating hereto, or in connection with any communication by Bank or any other person to Borrower or any other party liable for the payment of the indebtedness evidenced hereby, or if the maturity of the indebtedness is accelerated in whole or in part, or in the event that all or part of the principal or interest shall be prepaid, so that under any of such circumstances or under any other circumstances whatsoever, the amount of interest contracted for, paid, charged, taken, reserved or received under this transaction Agreement or under any of the documents securing payment hereof or otherwise relating hereto, on the amount of principal actually outstanding from time to time shall under no circumstances exceed the maximum amount of interest allowed permitted by the applicable 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 prepaymentlaws, then in any such event (ai) the provisions of this paragraph Section shall govern and control, (bii) neither Maker nor Maker's heirs, executors, administrators, legal representatives, successors or assigns or any other liable party such excess shall be obligated to pay the amount of such interest canceled automatically to the extent that it is in excess of the legal limit for interest ratessuch excess, and shall not be collected or collectible, (ciii) any such excess shall be deemed a mistake and cancelled automatically and, if theretofore paid, which is or has been received shall be credited on this Note by against the Holder then unpaid principal balance hereof (or if this Note shall have been paid in full, refunded to Maker) Borrower, at the Bank's option, and (div) the effective rate of interest shall be automatically subject to reduction reduced to the maximum interest lawful rate allowed by law under applicable laws as the law may now or hereafter be construed by courts having jurisdiction hereof or thereof. It is further agreed that, without limitation of appropriate jurisdiction. Without limiting the foregoing, all calculations of the rate of interest taken, reserved, contracted for, paid charged, taken, reserved or received or provided for under this Note which Agreement or under such other documents or instruments that are made for the purpose of determining whether the interest such rate exceeds the legal limit for interest ratesmaximum lawful rate of interest, shall be made, to the extent allowed permitted by lawapplicable usury laws, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the Note evidenced herebyindebtedness, all interest at any time taken, reserved, contracted for, paid, charged, taken, reserved or received from the Borrower or provided for under otherwise by the holder or holders thereof. The terms of this NoteSection shall be deemed to be incorporated in every loan document, security instrument, debt instrument and communication relating to this Agreement and the loan evidenced hereby. [SIGNATURE PAGE TO FOLLOW] [SIGNATURE PAGE TO NOTE] Dated this 26th day The term "applicable usury laws" shall mean such laws of Junethe State of Texas or the laws of the United States, 2002. /s/ XXXXXXX X. XXXXX ------------------------------------ Xxxxxxx X. Xxxxxwhichever laws allow the higher rate of interest, Chairman/CEO AmeriVision Communicationsas such laws now exist; provided, Inc. ACKNOWLEDGMENT STATE OF OKLAHOMA ) ) ss. COUNTY OF OKLAHOMA ) This instrument was signed and acknowledged before me on however, that if such laws shall hereafter allow -------- ------- higher rates of interest, then the 26 day of Juneapplicable usury laws shall be the laws allowing the higher rates, 2002, by Maker. /s/ XXXXXX XXXXXX ----------------------------- Notary/Public [L.S.] My Commission Expires: 2-14-2004 ---------------------- EXHIBIT A FORM OF CONFIDENTIALITY AND NON-COMPETITION AGREEMENT This CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (the "AGREEMENT") is to be effective as of the 26th day effective date of June, 2002, by and between Xxxxxxx X. Xxxxxxxx, an individual ("CONSULTANT" or "YOU"), and AmeriVision Communications, Inc., an Oklahoma corporation (the "COMPANY")such laws.

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] [SIGNATURE PAGE TO NOTE] Dated this 26th day of June, 2002. /s/ XXXXXXX X. XXXXX ------------------------------------ ----------------------------------- Xxxxxxx X. Xxxxx, Chairman/CEO AmeriVision Communications, Inc. [SEAL] ACKNOWLEDGMENT STATE OF OKLAHOMA ) ) ss. COUNTY OF OKLAHOMA ) This instrument was signed and acknowledged before me on the 26 26th day of June, 2002, by Maker. /s/ XXXXXX XXXXXX ----------------------------- Notary/----------------------------------- Notary Public [L.S.] My Commission Expires: 2-14-2004 04 ---------------------- EXHIBIT A FORM OF 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 Xxxxxxx X. Xxxxxxxx, an individual ("CONSULTANT" or "YOU"), and AmeriVision Communications, Inc., an Oklahoma corporation (the "COMPANY").

Usury Laws. It is the intention of Maker and Holder the parties to conform strictly this Note to comply with all applicable laws, including, without limitation, usury laws. AccordinglyIn furtherance thereof, notwithstanding any provision Xxxxxxxx stipulates and agrees with Lender that none of the terms and provisions contained in the Loan Documents shall ever be construed to create a contract to pay for the contrary use, forbearance, or detention of money, or interest, in this Note, the aggregate excess 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 permitted to be charged by applicable law in effect from time to time. Neither Borrower nor any present or future guarantors, endorsers, or other persons or entities hereafter becoming liable for payment of the usury obligations hereunder and under the other Loan Documents shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the maximum amount that may be lawfully charged under applicable law applicable from time to time in effect, and the provisions of this transactionsection shall control over all other provisions of the Loan Documents that may be in conflict or apparent conflict herewith. If Lender expressly disavows any excess interest intention to charge or consideration collect excessive unearned interest or finance charges 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 event the maturity of this Note or because is accelerated. If (a) 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 this Note is prepaid and as a result any other liable party shall amounts held to constitute interest are determined to be obligated to pay the amount of such interest to the extent that it is in excess of the legal limit for interest ratesmaximum, or (c) Lender or any other holder of the Note shall otherwise collect moneys which are determined to constitute interest which would otherwise increase the interest hereon to an amount in excess shall of that permitted to be deemed a mistake and cancelled automatically andcharged by applicable law, if theretofore paidthen all sums determined to constitute interest in excess of such legal limit shall, shall without penalty, be credited on promptly applied to reduce the then outstand- ing Principal of this Note by or, at Lender's or such holder's option, promptly returned to Borrower or the Holder hereof other payor thereof upon such determination. In determining whether or not the interest paid or payable, under any specific circumstance, exceeds the maximum amount permitted under applicable law, Lender and Borrower (and any other payors of this Note) shall to the greatest extent permitted under applicable law, (a) characterize any non-Principal payment as an expense, fee or if premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread the total amount of interest throughout the entire contemplated term of this Note shall have been paid in full, refunded accordance with the amounts outstanding from time to Maker) time hereunder and (d) the effective maximum legal rate of interest shall be automatically subject from time to reduction time in effect under applicable law in order to lawfully charge the maximum amount of interest rate allowed by permitted under applicable law. In the event applicable law as the law may now or hereafter be construed by courts of appropriate jurisdiction. Without limiting the foregoing, all calculations provides for an interest ceiling under Chapter 303 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] [SIGNATURE PAGE TO NOTE] Dated this 26th day of June, 2002. /s/ XXXXXXX X. XXXXX ------------------------------------ Xxxxxxx X. Xxxxx, 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/ XXXXXX XXXXXX ----------------------------- Notary/Public [L.S.] My Commission Expires: 2-14-2004 ---------------------- EXHIBIT A FORM OF CONFIDENTIALITY AND NON-COMPETITION AGREEMENT This CONFIDENTIALITY AND NON-COMPETITION AGREEMENT Texas Finance Code (the "AGREEMENTTexas Finance Code") is effective as amended, for that day, the ceiling shall be the "weekly ceiling" as defined in the Texas Finance Code. As used in this section the term "applicable law" means the laws of the 26th day State of JuneTexas or the laws of the United States of America, 2002whichever laws allow the greater interest, by and between Xxxxxxx X. Xxxxxxxx, an individual ("CONSULTANT" as such laws now exist or "YOU"), and AmeriVision Communications, Inc., an Oklahoma corporation (may be changed or amended or come into effect in the "COMPANY")future.

Usury Laws. It is the intention of Maker Borrower and Holder Lender to conform strictly to applicable the usury laws. Accordinglyand similar laws relating to interest from time to time in force, notwithstanding and all agreements between Lender and Borrower, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to Lender as interest hereunder or under the other Loan Documents or in any provision other security agreement given to secure the Debt, or in any other document evidencing, securing or pertaining to the contrary in this NoteDebt, exceed the aggregate of all interest and any other charges or consideration constituting interest maximum permissible 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 such other laws (the maximum amount of interest allowed by the usury law applicable to this transaction"Maximum Amount"). If from any possible construction of any document, interest would otherwise be payable hereunder or under any other Loan Document in 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 reasonMaximum Amount, or in the event for any reason whatsoever any payment by or act of Borrower pursuant to the terms or requirements hereof or of any required or permitted prepaymentother Loan Document shall result in the payment of interest which would exceed the Maximum Amount, then in any such event (a) construction shall be subject to the provisions of this paragraph Section, and ipso facto such document shall govern be automatically reformed, without the necessity of the execution of any amendment or new document, so that the obligation of Borrower to pay interest or perform such act or requirement shall be reduced to the limit authorized under the applicable laws, and control, (b) neither Maker nor Maker's heirs, executors, administrators, legal representatives, successors or assigns or any other liable party in no event shall Borrower be obligated to pay any interest, perform any act, or be bound by any requirement which would result in the amount payment of such interest to the extent that it is in excess of the legal limit for interest ratesMaximum Amount. Any amount received by Lender in excess of the Maximum Amount shall, (c) without further agreement or notice between or by any excess shall party hereto, be deemed a mistake and cancelled automatically and, if theretofore paid, shall be credited on this Note by applied to reduce 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 principal amount of the Note evidenced herebyimmediately upon receipt of such moneys by Lender, all interest at with the same force and effect as though Borrower had specifically designated such sums to be applied to principal prepayment. The provisions of this Section shall supersede any time taken, reserved, contracted for, charged, received inconsistent provision of this Security Instrument or provided for under this Note. [SIGNATURE PAGE TO FOLLOW] [SIGNATURE PAGE TO NOTE] Dated this 26th day of June, 2002. /s/ XXXXXXX X. XXXXX ------------------------------------ Xxxxxxx X. Xxxxx, 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/ XXXXXX XXXXXX ----------------------------- Notary/Public [L.S.] My Commission Expires: 2-14-2004 ---------------------- 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 Xxxxxxx X. Xxxxxxxx, an individual ("CONSULTANT" or "YOU"), and AmeriVision Communications, Inc., an Oklahoma corporation (the "COMPANY")any other Loan Document.

Usury Laws. It is This Agreement, the intention of Maker Additional Security Documents, the Reimbursement Agreement and Holder to conform strictly to applicable usury laws. Accordingly, notwithstanding any provision the L/C Documents as assigned and amended hereby are subject to the contrary in this Note, express condition that at no time shall Owner be obligated or required to pay interest on the aggregate of all interest and Reimbursement Amount or any portion thereof or any other charges or consideration constituting interest under applicable usury law that is takenamounts at a rate which could subject CRE or any other the holder of the Additional Security Documents, reserved, contracted for, charged the Reimbursement Agreement or received under this Note any of the other L/C Documents as assigned and amended hereby to either civil or otherwise criminal liability as a result of being in connection with this transaction shall under no circumstances exceed excess of the maximum amount of interest allowed rate which Owner is permitted by the usury applicable law applicable to this transactioncontract or agree to pay. 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 the Additional Security Documents, this Note Agreement, the Reimbursement Agreement or because any of the maturity other L/C Documents as assigned and amended hereby, Owner is at any time required or obligated to pay interest on the indebtedness evidenced thereby, or any portion thereof or any other charges or amounts at a rate in excess of such maximum rate, the rate of interest and other charges or amounts under the terms of the Additional Security Documents, this Agreement, the Reimbursement Agreement or any of the other L/C Documents as assigned and amended hereby shall be deemed to be immediately reduced to such maximum rate and the interest payable shall be computed at such maximum rate and all prior interest payments in excess of such maximum rate shall be applied and shall be deemed to have been payments in reduction of the principal balance of the Reimbursement Amount. All sums paid or agreed to be paid to CRE for the use, forbearance, or detention of the indebtedness evidenced by this Note is accelerated for any reasonAgreement, or in the event of any required or permitted prepaymentAdditional Security Documents, then in any such event (a) the provisions of this paragraph shall govern Reimbursement Agreement and control, (b) neither Maker nor Maker's heirs, executors, administrators, legal representatives, successors or assigns or any the 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 L/C Documents as assigned 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 madeamended hereby shall, to the extent allowed permitted by applicable law, by amortizingbe amortized, proratingprorated, allocating allocated, and spreading in equal parts during the period of spread throughout the full stated term until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the Note evidenced hereby, all maximum lawful rate of interest at any from time taken, reserved, contracted for, charged, received or provided to time in effect and applicable to such debt for under this Note. [SIGNATURE PAGE TO FOLLOW] [SIGNATURE PAGE TO NOTE] Dated this 26th day of June, 2002. /s/ XXXXXXX X. XXXXX ------------------------------------ Xxxxxxx X. Xxxxx, 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/ XXXXXX XXXXXX ----------------------------- Notary/Public [L.S.] My Commission Expires: 2-14-2004 ---------------------- EXHIBIT A FORM OF CONFIDENTIALITY AND NON-COMPETITION AGREEMENT This CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (the "AGREEMENT") so long as such debt is effective as of the 26th day of June, 2002, by and between Xxxxxxx X. Xxxxxxxx, an individual ("CONSULTANT" or "YOU"), and AmeriVision Communications, Inc., an Oklahoma corporation (the "COMPANY")outstanding.

Usury Laws. It is the intention express intent hereof that Borrower not pay and Lender not receive, directly or indirectly in any manner whatsoever, interest in excess of Maker that which may be legally paid by Borrower under applicable law, and Holder to conform strictly to applicable usury laws. Accordingly, notwithstanding any provision the note is subject to the contrary express condition that at no time shall Borrower be obligated or required to pay, nor shall Lender be permitted to collect, interest on the principal balance of the Note at a rate which could subject Lender to either civil or criminal liability as a result of being in this Note, excess of the aggregate maximum rate which Borrower is permitted by law to agree to pay. If any such excess amount of all interest and any other charges or consideration constituting interest under applicable usury law that is taken, reserved, contracted for, charged charged, paid, received or applied under the Loan Documents or the Note, or in the event the maturity of the indebtedness secured hereby is accelerated in whole or in part or all or part of the principal of or interest on the Note shall be prepaid, so that under any of such circumstances the amount of interest contracted for, charged, paid, received or applied under this the Loan Documents or the Note or otherwise in connection with this transaction on the amount of principal actually outstanding from time to time under the Note shall under no circumstances exceed the maximum amount of interest allowed permitted 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 prepaymentlaw, then in any such event (a) the provisions of this paragraph shall govern and control, (b) neither Maker Borrower nor Maker's heirs, executors, administrators, legal representatives, successors or assigns or any other person liable party for payment of the indebtedness secured hereby shall be obligated to pay the amount of such interest to the extent that it is in excess of the legal limit for maximum amount of interest ratespermitted by applicable law, (cb) any such 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 which may have been paid in fullcollected shall, at Xxxxxx's option, either be applied as a credit against the then unpaid principal amount of the Note or refunded to Maker) Borrower and (dc) the effective rate of interest shall be automatically subject to reduction reduced to the maximum lawful rate of interest rate allowed by law under applicable law, as the law may now or hereafter be construed by the courts of appropriate jurisdictionhaving jurisdiction thereof. Without limiting the generality of the foregoing, all calculations of the rate of interest taken, reserved, contracted for, charged, charged or received under the Loan Documents or provided for under this the Note which are made for the purpose purposes of determining whether the interest such rate exceeds the legal limit for maximum amount of interest rates, permitted by applicable law shall be made, to the extent allowed permitted by applicable law, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the Note evidenced herebyNote, all interest at any time taken, reserved, contracted for, charged, charged or received or provided for under this in connection with the indebtedness evidenced by the Note. [SIGNATURE PAGE TO FOLLOW] [SIGNATURE PAGE TO NOTE] Dated this 26th day of June, 2002. /s/ XXXXXXX X. XXXXX ------------------------------------ Xxxxxxx X. Xxxxx, 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/ XXXXXX XXXXXX ----------------------------- Notary/Public [L.S.] My Commission Expires: 2-14-2004 ---------------------- 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 Xxxxxxx X. Xxxxxxxx, an individual ("CONSULTANT" or "YOU"), and AmeriVision Communications, Inc., an Oklahoma corporation (the "COMPANY").

Usury Laws. It is the intention of Maker and Holder the parties to conform strictly to comply with applicable usury laws. Accordingly; accordingly, it is agreed that notwithstanding any provision provisions to the contrary in this NoteAgreement or in any of the documents evidencing or securing payment hereof or otherwise relating hereto, in no event shall this Agreement or such instruments or documents require or permit the aggregate of all interest and payment, contracting for, charging, taking, reserving or receiving any other charges or consideration sums constituting interest interest, as defined under applicable usury law that laws, in excess of the maximum amount permitted by such laws. If any such excess of interest is taken, reserved, contracted for, charged paid, charged, taken, reserved or received under this Note Agreement or under any of the documents evidencing or securing payment hereof or otherwise in connection with this transaction relating hereto, on the amount of principal actually outstanding from time to time shall under no circumstances exceed the maximum amount of interest allowed permitted by the applicable 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 prepaymentlaws, then in any such event (ai) the provisions of this paragraph Section shall govern and control, ; (bii) neither Maker nor Maker's heirs, executors, administrators, legal representatives, successors or assigns or any other liable party such excess shall be obligated to pay the amount of such interest canceled automatically to the extent that it is in excess of the legal limit for interest ratessuch excess, and shall not be collected or collectible; (ciii) any such excess shall be deemed a mistake and cancelled automatically and, if theretofore paid, which is or has been received shall be credited on this Note by against the Holder unpaid principal balance hereof (or if this Note shall have been paid in full, refunded to Maker) the Borrower, at the Bank's option; and (div) the effective rate of interest shall be automatically subject to reduction reduced to the maximum interest lawful rate allowed by law under applicable laws as the law may now or hereafter be construed by courts having jurisdiction hereof or thereof. It is further agreed that without limitation of appropriate jurisdiction. Without limiting the foregoing, all calculations of the rate of interest takencalculated for, reserved, contracted forpaid, charged, taken, reserved or received or provided for under this Note which Agreement or under such other documents or instruments that are made for the purpose of determining whether the interest such rate exceeds the legal limit for interest ratesmaximum lawful rate of interest, shall be made, to the extent allowed permitted by lawapplicable usury laws, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the Note evidenced herebyindebtedness, all interest at any time takencontractor for, reserved, contracted forpaid, charged, taken, reserved or received from the Borrower or provided for under otherwise by the holder or holders thereof. The terms of this Notesection shall be deemed to be incorporated in every loan document, security instrument, debt instrument, and communication relating to this Agreement and the law evidenced hereby. [SIGNATURE PAGE TO FOLLOW] [SIGNATURE PAGE TO NOTE] Dated this 26th day The term "applicable usury laws" shall mean such law of Junethe State of Texas or the laws of the United States; whichever laws allow the higher rate of interest, 2002as such laws now exist; provided, however, that if such laws shall hereafter allow higher rates of interest. /s/ XXXXXXX X. XXXXX ------------------------------------ Xxxxxxx X. Xxxxx, Chairman/CEO AmeriVision Communications, Inc. ACKNOWLEDGMENT STATE OF OKLAHOMA ) ) ss. COUNTY OF OKLAHOMA ) This instrument was signed and acknowledged before me on then the 26 day of June, 2002, by Maker. /s/ XXXXXX XXXXXX ----------------------------- Notary/Public [L.S.] My Commission Expires: 2-14-2004 ---------------------- EXHIBIT A FORM OF CONFIDENTIALITY AND NON-COMPETITION AGREEMENT This CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (applicable usury laws shall be the "AGREEMENT") is laws allowing the higher rate to be effective as of the 26th day effective date of Junesuch laws. To the extent that TEX. REV. STAT. ANN. xxt 5069- 1.04, 2002, by and between Xxxxxxx X. Xxxxxxxx, an individual as amended (the "CONSULTANT" or "YOUAct"), and AmeriVision Communicationsis relevant to the Bank for the purposes of determining the Maximum Rate, Inc., an Oklahoma corporation (the parties elect to determine the Maximum Rate under the Act pursuant to the "COMPANY").indicate rate ceiling" from time to time in effect, as referred to and defined in article 1.04(a)(1) of the Act; subject, however, to any right the Bank may have subsequently under applicable law, to change the method

Usury Laws. It is Borrower, Lender and all other parties to the intention of Maker and Holder Loan Documents intend to conform strictly to applicable usury laws. Accordingly, notwithstanding any provision to the contrary and contract in this Note, the aggregate of all interest and any other charges or consideration constituting interest under strict compliance with applicable usury law that is taken, reserved, contracted for, charged from time to time in effect. All agreements between Borrower and Lender (or received any other party liable with respect to any Indebtedness under this Note or otherwise in connection with this transaction shall under no circumstances exceed the maximum amount of interest allowed Loan Documents) are hereby limited 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 Section which shall govern override and controlcontrol all such agreements, whether now existing or hereafter arising. In no way, nor in any event or contingency (b) neither Maker nor Maker's heirsincluding but not limited to prepayment, executorsdefault, administratorsdemand for payment, 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 acceleration of the legal limit for interest rates, (c) maturity of any excess shall be deemed a mistake and cancelled automatically and, if theretofore paidobligation), 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, chargeable, or received or provided for under this Note which are made for Agreement, the purpose Note, any of determining whether the other Loan Documents, or otherwise, exceed the maximum amount permitted under applicable law ("Maximum Amount"). If, from any possible construction of any document, interest would otherwise be payable in excess of the Maximum Amount, any such construction shall be subject to the provisions of this Section and such document shall ipso facto be automatically reformed and the interest rate exceeds the legal limit for interest rates, payable shall be madeautomatically reduced to the Maximum Amount, without the necessity of execution of any amendment or new document. If Lender shall ever receive anything of value which is characterized as interest under applicable law and which would apart from this provision be in excess of the Maximum Amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Indebtedness in the inverse order of its maturity and not to the payment of interest, or be refunded to Borrower or the other payor thereof, at the election of Lender in its sole discretion or as required by applicable law. The right to accelerate maturity of the Note or any other Indebtedness does not include the right to accelerate any interest which has not otherwise accrued on the date of such acceleration, and Lender does not intend to charge or receive any unearned interest in the event of acceleration. All interest paid or agreed to be paid to Lender shall, to the extent allowed permitted by applicable law, by amortizingbe amortized, proratingprorated, allocating allocated and spreading in equal parts during the period of spread throughout the full stated term (including any renewal or extension) of such Indebtedness so that the amount of interest on account of such Indebtedness does not exceed the Maximum Amount. As used in this Section, the term "applicable law" shall mean the laws of the Note evidenced hereby, all interest at any time taken, reserved, contracted for, charged, received State of Florida or provided for under this Note. [SIGNATURE PAGE TO FOLLOW] [SIGNATURE PAGE TO NOTE] Dated this 26th day of June, 2002. /s/ XXXXXXX X. XXXXX ------------------------------------ Xxxxxxx X. Xxxxx, 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/ XXXXXX XXXXXX ----------------------------- Notary/Public [L.S.] My Commission Expires: 2-14-2004 ---------------------- EXHIBIT A FORM OF CONFIDENTIALITY AND NON-COMPETITION AGREEMENT This CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (the "AGREEMENT") is effective as federal laws of the 26th day of JuneUnited States applicable to this transaction, 2002whichever laws allow the greater interest, by and between Xxxxxxx X. Xxxxxxxx, an individual ("CONSULTANT" as such laws now exist or "YOU"), and AmeriVision Communications, Inc., an Oklahoma corporation (may be changed or amended or come into effect in the "COMPANY")future.

Usury Laws. It is the intention of Maker and Holder The parties hereto intend to conform strictly ---------- to the applicable usury laws. Accordingly, notwithstanding any provision to the contrary in this Note, the aggregate of all interest All agreements between Borrower (and any other charges party liable for any part of the Liabilities) and Lender whether now existing or consideration constituting hereafter arising and whether written or oral, are expressly limited so that in no event whatsoever, whether by reason of acceleration of the maturity of the Liabilities or otherwise, shall the interest under applicable usury law that is taken, reserved, contracted for, charged or received under this Note by Lender 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 transactionpermissible under Applicable Law. If from any excess circumstances whatsoever interest charge or consideration in such respect is taken, reserved, contracted for, charged, received or provided for, or shall would otherwise be adjudicated payable 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 Lender in excess of the legal limit for maximum lawful amount, the interest ratespayable to Lender shall be reduced automatically to the maximum amount permitted under Applicable Law. If Lender shall ever receive anything of value deemed to be interest under Applicable Law which would apart from this provision be in excess of the maximum lawful amount, (c) any the amount which would have been excessive interest shall be applied to the reduction of the principal amount owing on the Liabilities in inverse order of maturity and not to the payment of interest, or if such amount which would have been excessive interest exceeds the unpaid principal balance of the Liabilities, such 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 Borrower, or to the maximum maker of other evidence of indebtedness if other than Borrower. All interest rate allowed by law as the law may now paid or hereafter agreed to 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 madepaid to Lender shall, to the extent allowed permitted by lawApplicable Law, by amortizingbe amortized, proratingprorated, allocating allocated and spreading in equal parts during the period of spread throughout the full stated term term, including any renewal of extension, of such indebtedness so that the Note evidenced hereby, amount of interest on account of such indebtedness does not exceed the maximum permitted by applicable law. The terms and provisions of this Section shall control and supersede every other provision of all interest at any time taken, reserved, contracted for, charged, received or provided for under this Note. [SIGNATURE PAGE TO FOLLOW] [SIGNATURE PAGE TO NOTE] Dated this 26th day of June, 2002. /s/ XXXXXXX X. XXXXX ------------------------------------ Xxxxxxx X. Xxxxx, Chairman/CEO AmeriVision Communications, Inc. ACKNOWLEDGMENT STATE OF OKLAHOMA ) ) ss. COUNTY OF OKLAHOMA ) This instrument was signed existing and acknowledged before me on the 26 day of June, 2002, by Maker. /s/ XXXXXX XXXXXX ----------------------------- Notary/Public [L.S.] My Commission Expires: 2-14-2004 ---------------------- 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 future agreements between Borrower and between Xxxxxxx X. Xxxxxxxx, an individual ("CONSULTANT" or "YOU"), and AmeriVision Communications, Inc., an Oklahoma corporation (the "COMPANY")Lender.