REVOLVING CREDIT NOTE

$300,000.00                                                   September 18, 1995
                                                            Louisville, Kentucky


         For  the  value  received,   UNIQUEST  COMMUNICATIONS,   INC.,  a  Utah
corporation  (the  "Borrower"),   promises  to  pay  to  the  order  of  UNIDIAL
INCORPORATED (the "Lender"),  at 12910 Shelbyville Road, Suite 211,  Louisville,
Kentucky  40243 or such  other  address as the holder  hereof  may  direct,  the
principal sum of THREE HUNDRED THOUSAND DOLLARS ($300,000.00) or, if it is less,
the aggregate unpaid balance of advances made by the Lender pursuant to the Loan
Agreement  referred to below,  together  with  interest on the principal of this
note from time to time outstanding at an annual rate equal to two percent (2.0%)
plus the "Prime Rate" as published in the Wall Street Journal, from time to time
in effect.  Interest on this note shall  accrue from the date of this note until
the entire principal  balance of and all accrued interest on this note have been
paid in full.

         The entire outstanding principal balance of, and all accrued but unpaid
interest on this note shall be due and payable on July 1, 1997. Until the entire
outstanding  principal  balance of, and all accrued  interest  on, this note has
been paid,  the Borrower shall pay to the Lender on November 1, 1995, and on the
first day of each calendar month  thereafter  occurring  during the term of this
note,  the full  amount of all accrued  and unpaid  interest on the  outstanding
principal  balance of this note. The Borrower shall make a principal  payment in
the amount of  $25,000.00 on July 1, 1996.  The Borrower  shall make a principal
payment in the amount of $30,000.00 on December 1, 1996. The Borrower shall make
a principal  payment of  $65,000.00 on June 1, 1997.  The Borrower  shall make a
principal payment of $120,000.00 on September 1, 1997.

         As used in this note, "Prime Rate" shall mean the annual rate published
in the Wall Street Journal on the last business day of the month. The Index Rate
published on the last  business day of the month shall be the Index Rate for the
entire month and shall be applied to the average daily balance  outstanding  for
the month. The interest rate of this note shall be adjusted,  from time to time,
on the last day of the  month.  As of the date of this  note the  Index  Rate is
8.75%, and the initial annual interest rate of this note is 10.75%.

         This note is issued pursuant to a Loan Agreement (the "Loan Agreement")
dated as of  September  18,  1995,  between the Lender and the  Borrower  and is
secured by the security  interests  described in the Loan Agreement,  a Security
Agreement,  a  Guaranty  and a Stock  Pledge  Agreement.  Capitalized  terms not
otherwise  defined  herein  shall  have  the  meanings  given  them in the  Loan
Agreement.

         The  occurrence  of an Event of Default  shall be a default  under this
note.  Upon any  default  under this note,  the holder of this note may,  at its
option,  and  without  notice,  declare  the entire  unpaid  balance of, and all
accrued interest on, this note to be immediately due and payable.

         Revolving  Credit  Loans may be made from time to time by the Lender to
the Borrower in the manner and subject to the terms and  conditions set forth in
the Loan Agreement.  Upon the  disbursement  of each Revolving  Credit Loan, the
Lender shall record the making and amount of such loan in the Lender's books and
records.  The Lender  shall also  record in the  Lender's  books and records the
payment by the Borrower of amounts of principal made on this note. The aggregate
amount of all  Revolving  Credit  Loans made by the Lender and  recorded  in the
Lender's  books and records less the amounts of payment of principal made by the
Borrower and recorded in the Lender's  books and records  shall be the principal
amount  outstanding  under this note. The information  contained on the Lender's
books  and  records  shall be prima  facie  evidence  of the  unpaid  amount  of
principal outstanding under this note.

         All or any part of the outstanding principal amount of this note may be
prepaid  at any time  without  penalty.  All  prepayments  shall be  applied  in
accordance with the terms of the Loan Agreement.

         Failure  of the  holder of this note to  exercise  any of its rights or
remedies  shall not  constitute a waiver of any provision of this note or of the
Loan Agreement, the Security Instruments,  or the other Borrower Documents or of
any of such holder's  rights and remedies,  not shall it prevent the holder from
exercising  any rights or remedies with

<PAGE>

respect to the  subsequent  happening  of the same or similar  occurrences.  All
remedies  of the  holder  hereof  shall be  cumulative  to the  greatest  extent
permitted  by law.  Time shall be of the essence for payment of all  payments of
interest and principal on this note.

         If there is any default under this note, and this note is placed in the
hands  of an  attorney  for  collection,  or is  collected  through  any  court,
including any bankruptcy court, the Borrower promises to pay to the order of the
holder hereof such holder's reasonable  attorneys' fees and court costs incurred
in  collecting or attempting to collect or securing or attempting to secure this
note or enforcing the holder's  rights with respect to any  collateral  securing
this note, to the extent allowed by the laws of the  Commonwealth of Kentucky or
any state in which any collateral for this note is situated.

         This note has been delivered in, and shall be governed by and construed
in accordance with the laws of the Commonwealth of Kentucky.

         All parties to this instrument,  whether makers, sureties,  guarantors,
endorsers,  accommodation  parties or otherwise,  shall be jointly and severally
bound, and jointly and severally waive presentment,  demand, notice or dishonor,
protest,  notice of protest, notice of nonpayment or no acceptance and any other
notice and all due diligence or promptness that may otherwise be required by law
(but not any notice required by the Borrower  Documents),  and all exemptions to
which they may now or hereafter be entitled  under the laws of the  Commonwealth
of Kentucky, of the United States of America or any state thereof. The holder of
this  instrument  may whether one or more times,  with or without  notice to any
party, and without  affecting the obligations of any maker,  surety,  guarantor,
endorser,  accommodation  party or any other  party to this note (1)  extend the
time for payment of either  principal or interest form time to time, (2) release
or discharge any one or more parties  liable on this note, (3) suspend the right
to enforce  this note with  respect to any  persons,  (4)  change,  exchange  or
release any  property in which the holder has any interest  securing  this note,
(5)  justifiably  or  otherwise,  impair any  collateral  securing  this note or
suspend the right to enforce against any such collateral, and (6) at any time it
deems it necessary or proper, call for and should it be made available,  accept,
as additional  security,  the signature or signatures of additional parties or a
security interest in property of any kind or description of both.

IN WITNESS  WHEREOF,  the parties have executed this revolving credit note as of
the date set out in the preamble  hereto,  but actually on the date(s) set forth
below.

                                        UNIQUEST COMMUNICATIONS, INC.


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

                                        Date:    2/24/96

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

                                        Date:    2/24/96