SECURITY AGREEMENT





         This Security Agreement dated as of January 25, 2001, ("Security

Agreement") is entered into by and among Corzon, Inc., a Texas corporation

("Debtor"), Debtor's Significant Subsidiaries (as defined below) and Sherman

LLC, a Cayman Islands limited liability company ("Secured Party").



                                  INTRODUCTION



         Debtor has entered into a $3,500,000 Credit Agreement, dated as of the

date hereof, between Debtor and Secured Party ("Credit Agreement"). Pursuant to

the Credit Agreement, Debtor has executed a Promissory Note, the terms of which

are set forth in the Credit Agreement dated as of the date hereof, in favor of

Secured Party ("Note"). Also pursuant to the Credit Agreement, Debtor's

Significant Subsidiaries have executed a Guaranty, the terms of which are set

forth in the Credit Agreement dated as of the date hereof, guaranteeing the

obligations of the Debtor under the Note, the Credit Agreement and this Security

Agreement ("Guaranty"). To induce Secured Party to enter into the Credit

Agreement and to accept the Note and Guaranty, Debtor and Debtor's Significant

Subsidiaries hereby agree with Secured Party as follows:



SECTION 1. DEFINITIONS. Any terms used in this Security Agreement that are

defined in the Uniform Commercial Code as in effect on the date hereof in the

State of New York ("UCC") shall have the meaning assigned to those terms by the

UCC, whether specified elsewhere in this Security Agreement or not. The

following are additional defined terms within this Security Agreement:



                  "Business Day" means any day which is neither a Saturday or

                  Sunday nor a legal holiday on which banks are authorized or

                  required to be closed in New York, New York.



                  "Debtor Parties" means, collectively, Debtor and Debtor's

                  Significant Subsidiaries.



                  "Event of Default" shall have that meaning set forth in the

                  Credit Agreement.



                  "Lien" means any security interest, mortgage, pledge,

                  hypothecation, assignment, deposit arrangement, encumbrance,

                  lien (statutory or otherwise), charge against or interest in

                  property to secure payment of a debt or performance of an

                  obligation or other priority or preferential arrangement of

                  any kind or nature whatsoever.



                  "Loan Documents" means the Credit Agreement, the Note, the

                  Guaranty and this Security Agreement, including any

                  extensions, modifications, substitutions, amendments and

                  renewals thereof or hereof.



                  "Person" means any natural person, corporation, firm,

                  association, government, governmental agency or any other

                  entity, whether acting in an individual, fiduciary or other

                  capacity.





{PAGE}   2





                  "Debtor's Significant Subsidiaries" means (i) LecStar

                  Communications Corporation, a Delaware corporation, (ii)

                  LecStar Telecom, Inc., a Georgia corporation, (iii) LecStar

                  Datanet, Inc., a Georgia corporation and (iv) B4B

                  Communications, Ltd, a company formed under the laws of the

                  United Kingdom.



SECTION 2. SECURITY INTEREST.



         2.01 Grant of Security Interest. Debtor Parties hereby grant to Secured

Party a security interest in the Collateral as defined in Section 2.02 below.



         2.02 Collateral. "Collateral" shall mean all of Debtor Parties' right,

title, and interest in the following, whether now owned or hereafter acquired:



                  (a) Accounts. All "accounts" as defined in the UCC and all

rights to payment owing or to be owing to Debtor Parties from third parties,

wherever the records for such accounts are held, and all "instruments" and

"chattel paper" as such terms are defined in the UCC, wherever located, that

represent any right of Debtor Parties to payment for goods sold or leased or for

services rendered, whether or not such right has been earned by performance (all

such accounts, instruments and chattel paper being the "Accounts");



                  (b) Records. All ledger sheets, files, records, and documents

relating to the foregoing Collateral; and

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