SECOND AMENDMENT TO REVOLVING CREDIT NOTE

         THIS SECOND  AMENDMENT TO LOAN AGREEMENT (the "Second  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 current maturity date of the Note is January 31, 1998.

D.       The Borrower has now requested that the Lender extend the Note maturity
         date from  January 31, 1998 to January  31,  1999,  which the Lender is
         willing  to do upon the  condition,  among  others,  that the  Borrower
         execute and deliver this Second Amendment in favor of the Lender.

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

              1.   Each capitalized term used herein, unless otherwise expressly
                   defined herein,  shall have the meaning set forth in the Loan
                   Agreement or Note, as amended.

              2.   The  Lender  hereby  extends  the due date of the  Note  from
                   January 31, 1998 to January 31, 1999.

              3.   Upon the  occurrence  of (i) a sale of  accounts or change in
                   control under section 4.2 of the Agent's  Agreement,  or (ii)
                   an initial public offering by UniDial Incorporated  resulting
                   in a distribution of cash,  securities  and/or options to the
                   Borrower,  all amounts  advanced  under the Revolving  Credit
                   Note,   and  any  not  delivered  in  renewal,   replacement,
                   substitution,   extension  or  novation   thereof,   and  any
                   amendments thereto, together with all interest and other sums
                   due, shall become  immediately due and payable.  All proceeds
                   will be used to pay  off any  remaining  balance  owed to the
                   Lender.

              4.   Except to the extent amended or modified hereby, the Borrower
                   hereby  reaffirms  all its  representations,  warranties  and
                   covenants set forth in the Revolving  Credit Note  including,
                   without  limitation,  the grant of the liens on and  security
                   interests  in the  assets  of the  Borrower  pursuant  to the
                   Borrower Documents to secure the payment of the entire unpaid
                   principal  balance of and all accrued and unpaid  interest on
                   the Note,  and any note  delivered  in renewal,  replacement,
                   substitution,   extension  or  novation   thereof,   and  any
                   amendments thereto.

              5.   This  Second  Amendment  may  be  executed  in  one  or  more
                   counterparts,  each of which shall constitute an original and
                   all of the same shall constitute one and the same instrument.

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         IN WITNESS WHEREOF, the Borrower and the Lender have caused this Second
Amendment  to  Revolving  Credit  Note to be  executed  and  delivered  by their
respective duly authorized officers as of the day and year first above written.

                                            UNIQUEST COMMUNICATIONS, INC.

                                     By: /s/  Thomas E. Aliprandi
                                         ------------------------------
                                         Thomas E. Aliprandi, President

                                     By: /s/  David E. Shepardson
                                         -----------------------------------
                                         David E. Shepardson, III,
                                         Vice President-Treasurer

                                     (the "Borrower")


                                     AGENT FINANCIAL SERVICES, LLC

                                     By: /s/  Kenneth D. Richey
                                         --------------------------------------
                                         Kenneth D. Richey, Operating Manager

                                 (the "Lender")