PENTASTAR COMMUNICATIONS, INC.
U.S. $142,000 December 29, 2000
FOR VALUE RECEIVED, PENTASTAR COMMUNICATIONS, INC., a Delaware corporation (the
"Company"), hereby promises to pay to the order of Robert S. Lazzeri, the principal sum of One Hundred Forty
Two Thousand and No/100ths United States Dollars (U.S. $142,000) or so much thereof as may have been
advanced to the Company by the payee and outstanding from time to time, with interest thereon at the rate of
twelve percent (12%) per annum from the date advanced to the Company until paid in full.
This Note is subject to the following terms and conditions:
I. COMPUTATION AND PAYMENT OF INTEREST. Interest will be computed on the basis of a 360-day
year and the actual number of days elapsed. Accrued and unpaid interest will be added to the outstanding
principal balance of this Note on March 31, 2001 and on the last day of each calendar quarter thereafter to and
including December 31, 2002. Accrued interest on the outstanding principal balance of this Note shall be payable
quarterly commencing March 31, 2001 and continuing on the last day of each calendar quarter thereafter until this
Note is paid in full; provided however, in the event that interest may not be paid on any such payment date as a
result of the provisions of credit facilities extended by Wells Fargo Bank, N.A. to the Company, the accrued and
unpaid interest at such interest rates shall be added to the outstanding principal balance of this Note on each of
the foregoing payment dates.
II. METHOD OF PAYMENT. The Company will pay principal and interest in United States dollars. Payments
of principal and interest shall be made by wire transfer to an account designated from time to time by the payee
or other holder of this Note (the "Holder"). If the Holder fails to designate such an account, payments shall be
made by check at the address of the Holder as reflected on the records of the Company. The Holder must
surrender this Note to the Company at th