FIRST AMENDMENT TO STOCK PLEDGE AGREEMENT

         THIS FIRST AMENDMENT TO STOCK PLEDGE AGREEMENT (the "First Amendment"),
is made and entered  into as of this 31st day of January,  1998,  by and between
(a) UNIQUEST COMMUNICATIONS,  INC., a Utah corporation with principal office and
place  of  business  in  Midvale,  Utah  ("Borrower")  and (b)  AGENT  FINANCIAL
SERVICES,  LLC, a Kentucky limited liability company with an office and place of
business in Louisville, Kentucky (the "Lender").

         PRELIMINARY STATEMENT

A.          Pursuant to that certain Loan  Agreement  dated as of September  18,
            1995,   between  the  Borrower  and  the  Lender,   the  Lender  has
            established  a line of  credit  in the  principal  amount  of  Three
            Hundred Thousand Dollars ($300,000.00) in favor of the Borrower (the
            "Line of Credit").  The Loan Agreement and other Borrower  Documents
            were originally between the Borrower and UniDial  Incorporated.  The
            Lender  acquired  the Loan from UniDial  Incorporated  on January 1,
            1997.

B.          The  obligation of the Borrower to repay the  outstanding  principal
            balance  of the  Line of  Credit,  together  with  accrued  interest
            thereon is  evidenced by that  certain  Revolving  Credit Note dated
            September 18, 1995,  made by the  Borrower,  payable to the order of
            the  Lender,  and in the face  principal  amount  of  Three  Hundred
            Thousand Dollars ($300,000.00),  as amended pursuant to that certain
            First Amendment to Revolving Credit Note dated March 1, 1997 between
            the Borrower and the Lender (the "First  Amendment")  (collectively,
            the "Note").

C.          The  obligation  of the Lender to  establish  the Line of Credit was
            subject to the condition,  among others,  that the Borrower  execute
            that certain  Security  Agreement dated September 18, 1995,  between
            Borrower and Lender ("Security Agreement")

D.          The current maturity date of the Note is January 31, 1998.

E.          The Borrower  has now  requested  that the Lender  extend the stated
            maturity date of the Line of Credit from January 31, 1998 to January
            31, 1999.  The Lender is willing to and desires to extend the stated
            maturity date of the Line of Credit from January 31, 1998 to January
            31,  1999,  pursuant to the terms and  conditions  set forth in this
            First  Amendment (the term "Loan  Agreement,"  as hereinafter  used,
            includes  this  First  Amendment  and  all  future   amendments  and
            modifications to the Loan Agreement).

F.          The Shareholders  collectively own ninety-three percent (93%) of the
            authorized,  issued and outstanding  shares of the Borrower's common
            stock  and,  in  consideration  of  all of the  benefits  which  the
            Shareholders will receive from the extension of the maturity date of
            the Note, the  Shareholders are willing to and desire to execute and
            deliver this First  Amendment to Stock Pledge  Agreement in favor of
            the Lender.

         NOW,  THEREFORE,  in  consideration  of the foregoing  premises and the
mutual   covenants   set  forth   herein,   and  for  other  good  and  valuable
consideration,  the  mutuality,  receipt  and  sufficiency  of which are  hereby
acknowledged, the parties hereto hereby agree as follows:

1.          Each capitalized term used herein,  shall have the meaning set forth
            in the Stock Pledge Agreement or the Loan Agreement as amended.

2.          Section 3 of the Stock  Pledge  Agreement  is hereby  amended in its
            entirety to read as follows:

3.          Obligations  Secured.  The security  interests created hereby secure
            the  payment  and  performance  of  all  of  the  following  Secured
            Obligations:  (a) any and all  indebtedness  of the  Borrower to the
            Lender  evidenced by the  Revolving  Credit Note,  as defined in the
            Loan  Agreement  and  any  amendments   thereto;   (b)  all  of  the
            obligations,  agreements,  covenants,  and  representations  of  the
            Borrower  contained in the Security Agreement as defined in the Loan
            Agreement,  and any amendments thereto;  (c) all of the obligations,
            agreements,  covenants and representations of the Borrower contained
            in the Security  Agreement as defined in the Loan  Agreement and any
            amendments  thereto,  and any other related  document,  or any other

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            Borrower  Document,  as  defined  in  the  Loan  Agreement  and  any
            amendments thereto, whether or not now or hereafter evidenced by any
            note, instrument, or other writing, or as may be amended or modified
            in  writing;  (d)  any  and  all  indebtedness  of the  Shareholders
            contained in and  evidenced by the Guaranty  Agreement as defined by
            the Loan Agreement and any amendments  thereto;  and (e) any and all
            indebtedness,  obligation,  or liability of the Shareholders  and/or
            the Borrower to the Lender,  however evidenced,  direct or indirect,
            absolute or contingent, whether now existing or hereafter arising.

3.          Section  13(b)(ii)  is hereby  amended  in its  entirety  to read as
            follows:

                    1.       If to the Lender:

                               Agent Financial Services, LLC
                               4350 Brownsboro Road
                               Suite 110, The Summit
                               Louisville, KY  40207
                               Attn:  Mr. Kenneth D. Richey

                               and copy to:

                               Ogden Newell & Welch
                               1700 Citizens Plaza
                               500 West Jefferson Street
                               Louisville, KY  40202
                               Attn:  Mr. Robert W. Adams

4.          The Shareholders  represent and warrant that no Event of Default has
            occurred or is continuing under the Stock Pledge Agreement.

5.          Except to the extent  expressly  amended  or  modified  hereby,  the
            Shareholders hereby ratify and reaffirm their covenants, agreements,
            obligations,  representations  and warranties set forth in the Stock
            Pledge Agreement.

         IN WITNESS  WHEREOF,  the  Shareholders and the Lender have caused this
First Amendment to Stock Pledge  Agreement to be duly executed as of the day and
year first above written.

                                           /s/ Thomas E. Aliprandi
                                           ----------------------------------
                                           Thomas E. Aliprandi

                                           /s/ David E. Shepardson
                                           -----------------------------
                                           David E. Shepardson
                                           (the "Shareholders")

                                           AGENT FINANCIAL SERVICES, LLC

                                           By:  /s/  Kenneth D. Richey
                                                ------------------------------
                                           Kenneth D. Richey, Operating Manager
                                           (the "Lender")