FIRST AMENDMENT TO LOAN AGREEMENT

     THIS FIRST AMENDMENT TO LOAN 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 current maturity date of the Note is January 31, 1998.

D.   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).

     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
covenants and  agreements  set forth in the Loan  Agreement and herein,  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
     applicable.

2.   The term  "Borrower  Documents" as such term is defined in Section 1 of the
     Loan  Agreement,  is hereby  redefined  to mean this  Loan  Agreement,  the
     Revolving  Credit  Note,  the  Guaranty,  the Stock Pledge  Agreement,  the
     Security  Agreement,  and any and all  amendments  thereto,  and any  other
     document executed by the Borrower which relates to this Loan Agreement.

3.   The term  "Revolving  Credit Note," as such term is defined in Section 1 of
     the Loan Agreement,  is hereby  redefined to mean the Promissory Note dated
     September 18, 1995 by the Borrower,  in the face principal  amount of Three
     Hundred Thousand  Dollars  ($300,000.00),  and  substantially I the form of
     Annex A attached  hereto,  and any note delivered in renewal,  replacement,
     substitution,  extension or novation thereof,  and any amendments  thereto,
     including,  but not limited to, that certain  First  Amendment to Revolving
     Credit Note made and entered into as of March 1, 1997 between  Borrower and
     Lender and that certain Second  Amendment to Revolving Credit Note dated as
     of January 31, 1998 between Borrower and Lender.

4.   Section 2.02 of the Loan Agreement is hereby amended as follows:

     2.02  Term of Revolving Credit. The Revolving Credit is effective as of the
           date of this  Agreement  and,  unless the Revolving  Credit is sooner
           terminated or extended as provided in this Agreement,  shall continue
           in  effect  until  January  31,  1999.   Unless  sooner  extended  or
           terminated, the Revolving Credit shall terminate on January 31, 1999,
           and  thereafter  the  Borrower  shall not be  entitled  to obtain any
           additional Revolving Credit Loans hereunder.

<PAGE>

5.   Section 3.01 of the Loan Agreement is amended as follows:

     3.01  Revolving  Credit Loans.  Subject to the terms and conditions of this
           Agreement,  so long as the Revolving  Credit remains in effect and is
           not  terminated,  and no  Unmatured  Default or Event of Default  has
           occurred,  the Lender shall grant the Borrower such Revolving  Credit
           Loans as the  Borrower  may request  from time to time in  accordance
           with the provisions of this Agreement.  The unpaid principal  balance
           of the aggregate of the Revolving Credit Loans shall bear interest at
           an annual  rate  equal to the  Prime  Rate as  published  in the Wall
           Street  Journal for the last business day of each month,  which shall
           be the prime  rate for the  entire  month and shall be applied to the
           daily balance  outstanding  for that month,  plus two percent  (2.0%)
           from the date the first  Revolving  Credit  Loan is made  pursuant to
           this Agreement until the entire principal balance of the aggregate of
           the  Revolving   Credit  Loans  has  been  paid.  The  interest  rate
           applicable  to the  Revolving  Credit Loans shall be adjusted on each
           business  day of each  month.  The  Revolving  Credit  Loans shall be
           evidenced  by  and  payable  in  accordance  with  the  terms  of the
           Revolving  Credit  Note and on the  terms of this  Agreement.  In the
           event of any discrepancy  between the terms of the executed Revolving
           Credit Note and this  Agreement,  the terms of the  Revolving  Credit
           Note shall prevail.

6.   Section 12.16(b)(2) of the Loan Agreement shall be amended as follows:

                           (2)      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

7.   The Loan Agreement is hereby amended to add a new Section 9.10 as follows:

     Change in  Control/Initial  Public  Offering.  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  Promissory  Note,
     together with all interest and other sums due shall be immediately  due and
     payable. All proceeds will be used to pay any remaining balance owed to the
     Lender.

8.   The term  "Guaranty,"  as defined in  Section 1 of the Loan  Agreement,  is
     hereby  redefined  to mean  that  certain  Guaranty  Agreement  dated as of
     September 18, 1995,  executed and  delivered by the  Guarantors in favor of
     the Lender,  as amended  pursuant to that certain  First  Ratification  and
     Reaffirmation  dated as of March 1, 1997,  and as amended  pursuant to that
     certain  Second  Ratification  and  Reaffirmation  of even  date  herewith,
     executed and delivered by the Guarantors in favor of the Lender.

9.   The Borrower  represents and warrants that no Event of Default has occurred
     or is continuing under the Loan Agreement.

10.  This First 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 document.

11.  All provisions of the Loan Agreement are hereby  reiterated and reaffirmed,
     except to the extent expressly modified by this First Amendment.

<PAGE>

12.  The First  Amendment  shall be  effective as of the date of delivery of the
     following documents to the Lender:

          a.   This First  Amendment,  duly  executed  by the  Borrower  and the
               Guarantors;

          b.   The Second  Amendment to Revolving  Credit Note duly  executed by
               the Guarantor;

          c.   The First Amendment to Security  Agreement of even date herewith,
               between  the  Borrower  and  the  Lender,  duly  executed  by the
               Borrower;

          d.   The  First  Amendment  to Stock  Pledge  Agreement  of even  date
               herewith,  between the Borrower and the Lender,  duly executed by
               the Borrower;

          e.   The Second  Ratification and Reaffirmation of Guaranty  Agreement
               of even date herewith, between the Guarantor and the Lender, duly
               executed by the Guarantor;

          f.   A corporate resolution of UniQuest Communications, Inc. in a form
               reasonably acceptable to the Lender.

     IN WITNESS  WHEREOF,  the  Borrower  and the Lender  have caused this First
Amendment to Loan  Agreement 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")