SECURITY AGREEMENT

         This is a  Security  Agreement  dated as of  September  18,  1995 (this
"Agreement"),   between  UNIDIAL  INCORPORATED,   a  Kentucky  corporation  (the
"Lender")  and  UNIQUEST   COMMUNICATIONS,   INC.,  a  Utah   corporation   (the
"Borrower").

                                    Recitals

A.       The Borrower and the Lender are entering into a Loan Agreement dated as
         of the date of this Agreement (the "Loan Agreement") (to which the form
         of this  Agreement  is  attached as Annex B,  pursuant to which,  among
         other  things,  the Lender has agreed to provide the Borrower  with the
         Revolving Credit (as that term is defined in the Loan Agreement).

B.       The Borrower is entering  into this  Agreement to secure the payment of
         the  Revolving  Credit  and the  Borrower's  other  obligations  to the
         Lender,  including  under the Loan  Agreement  and the  other  Borrower
         Documents (as that term is defined in the Loan Agreement).

C.       This Agreement is being entered into concurrently with the extension of
         the Revolving Credit,  and the Lender is extending the Revolving Credit
         in reliance up the Borrower's obligations evidenced by this Agreement.

         NOW, THEREFORE, the Borrower and the Lender agree as follows:

1.                Definitions.  Capitalized  terms not otherwise  defined herein
                  shall have the meanings given them in the Loan  Agreement.  In
                  addition  the   following   terms  shall  have  the  following
                  meanings,  and the meanings  assigned to all capitalized terms
                  used herein shall be equally  applicable  to both the singular
                  and plural forms of the terms defined:

              "Accounts  Receivable"  shall have the meaning  given that term in
              the Loan Agreement.

              "Collateral"  shall mean any or all of the  property  in which the
              Borrower grants to the Lender a security  interest under Section 2
              of this Agreement.

              "Event of  Default"  shall  have the  meaning  given  that term in
              Section 8 of this Agreement.

              "General  Intangibles"  shall have the meaning  given that term in
              the Loan Agreement.

              "Inventory"  shall  have the  meaning  given that term in the Loan
              Agreement.

              "Person"  shall  have  the  meaning  given  that  term in the Loan
              Agreement.

              "Revolving  Credit Loan" shall have the meaning given that term in
              the Loan Agreement.

              "Revolving  Credit Note" shall have the meaning given that term in
              the Loan Agreement.

              "Secured Obligations" shall mean all of the obligations secured by
              this Agreement as set forth in Section 3 of this Agreement.

              "Tangible  Property" shall have the meaning given that term in the
              Loan Agreement.

              "Uniform  Commercial Code" shall mean the Uniform  Commercial Code
              as in effect in the Commonwealth of Kentucky.

<PAGE>

              "Unmatured  Default"  shall  mean the  happening  of any  event or
              occurrence which,  together with the giving of any required notice
              or the  passage of any  required  period of time,  or both,  would
              constitute an Event of Default.

              2.  Grant of Security Interests.


                  (a) The Borrower  grants to the Lender a security  interest in
                      the following property:

                      (1) All of the Debtor's  right,  title and interest  under
                          that certain  Independent  Agent  Agreement dated July
                          24, 1994 between the Debtor and the Secured Party;

                      (2) All of the Debtor's  right,  title and interest  under
                          that certain  Distributor  Agreement  dated August 31,
                          1995,  between  the  Debtor and  Automated  Solutions,
                          Inc.;

                      (3) All of  Debtor's  right,  title  and  interest  to its
                          customer lists and client lists;

                      (4) All accounts  arising under the Agreements  referenced
                          in (1) and (2) above;

                      (5) Any and all of the  foregoing  property,  whether  now
                          existing or hereafter acquired; and

                  (b) The  Borrower  grants a further  security  interest to the
                      Lender in the proceeds and products of any sale, exchange,
                      collection or other  disposition  of the Collateral or any
                      part thereof.

         3.   Obligations Secured. The security interest granted by the Borrower
              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, and any and
              all  obligations  contained in the Revolving  Credit Note; (b) any
              and   all  of  the   representations,   warranties,   obligations,
              agreements,  covenants  and promises of the Borrower  contained in
              the Loan Agreement,  the Revolving Credit Note, this Agreement and
              the other  Borrower  Documents,  whether  or not now or  hereafter
              evidenced by any note,  instrument or other  writing;  and (c) any
              and all indebtedness,  obligations and liabilities of the Borrower
              to  the  Lender,  however  evidenced,   whether  now  existing  or
              hereafter arising, direct or indirect,  absolute or contingent, or
              acquired by the Lender, including without limitation,  any and all
              other indebtedness, liabilities and obligations of Borrower to the
              Lender that exist on the date of this  Agreement,  or arise or are
              created or acquired after the date of this  Agreement,  regardless
              of  whether  of the  same or of a  different  class or type as the
              indebtedness  evidenced  by the  Revolving  Credit Note and/or the
              other Borrower Documents,  and whether or not the creation thereof
              was reasonably  foreseeable or would be naturally  contemplated by
              the Borrower or the Lender as the date of this Agreement.

         4.   Representation and Warranties.  To induce the Lender to enter into
              this Agreement,  any and all of the representations and warranties
              made by the Borrower in the Loan  Agreement and the other Borrower
              Documents are incorporated  herein by reference,  and the Borrower
              further represents, warrants and agrees as follows:

                  (a) The Borrower has full right, power, authority and capacity
                      to  enter  into  and  perform  this  Agreement;  and  this
                      Agreement  has been duly  entered into and  delivered  and
                      constitutes a legal,  valid and binding  obligation of the
                      Borrower enforceable in accordance with its terms.

                  (b) The  Borrower  has  good  and  marketable   title  to  the
                      Borrower's  Collateral,  and the Collateral is not subject
                      to  any  lien,  charge,  pledge,  encumbrance,   claim  or
                      security  interest  other  than  the  security   interests
                      created by this Agreement.

<PAGE>

                  (c) The Borrower's  chief place of business is located at 6975
                      Union Park Center, Suite 340, Midvale, UT 84047.

                  (d) The  Collateral  is used and will be used for business use
                      only.

                  (e) The registered  office of the Borrower's  registered agent
                      in Utah is located in Salt Lake County, Utah.

                  (f) Within the five (5)  consecutive  years last preceding the
                      date of this  Agreement,  the Borrower  has not  conducted
                      business  under,  or otherwise  used,  any name other than
                      UniQuest Communications, Inc.

                  (g) The Borrower  understands and acknowledges that the Lender
                      is extending  the  Revolving  Credit in reliance  upon the
                      security  interests  granted by the Borrower  evidenced by
                      this Agreement.  The Borrower intends to induce the Lender
                      to extend  the  Revolving  Credit,  recognizing  that such
                      inducement  results  in this  Agreement  becoming  legally
                      valid and enforceable.

         5.   Duration of Security  Interests.  The Lender,  its  successors and
              assigns, shall hold the security interests created hereby upon the
              terms of this  Agreement,  and this Agreement shall continue until
              the Revolving Credit Note has been paid in full, the other Secured
              Obligations have been performed,  executed,  or satisfied in their
              entirety,  and no  commitment  to lend or extend  credit  which is
              intended to be secured hereby remains  outstanding.  After payment
              of any part of the  Secured  Obligations,  the Lender  may, at its
              option,  retain all or any portion of the  Collateral  as security
              for any remaining Secured Obligations and retain this Agreement as
              evidence of such security. The security interest granted hereunder
              shall not be impaired or affected by any renewals or extensions of
              time for payment of any of the Secured Obligations,  or by release
              of  any  party   liable  on  the  Secured   Obligations;   by  any
              acquisition, release or surrender of other security, collateral or
              guaranty; by delay in enforcement of payment of any of the Secured
              Obligations;  or by delay in  enforcement of payment of any of the
              Secured Obligations; or by delay in enforcement of any security.

         6.   Certain  Notices.  The Borrower shall notify the Lender of any and
              all changes of location of the Borrower's  chief place of business
              and of the registered office of the Borrower's registered agent in
              Utah and of the location of the  Collateral at least ten (10) days
              prior to effecting any such change.

         7.   Covenant  Not to Dispose  of or Impair  Collateral.  The  Borrower
              shall not, without the prior written consent of the Lender,  sell,
              transfer  or  otherwise  dispose  of the  Collateral,  or any part
              thereof or interest therein.  The Borrower shall not permit any of
              the  Collateral  to be levied  upon under any legal  process,  nor
              permit  anything  to be done  that  may  impair  the  value of the
              Collateral  or  the  security  intended  to be  provided  by  this
              Agreement.

         8.   Default.  The  occurrence  of an Event of  Default  under the Loan
              Agreement  shall  constitute a default  under this  Agreement  (an
              "Event of Default").

         9.   Loan  Remedies.  Upon any Event of Default,  the Lender may at its
              option  declare any and all of the Revolving  Credit Loans and the
              other Secured  Obligations to be immediately due and payable;  and
              k, in addition to that right,  and in addition to  exercising  all
              other rights or remedies,  the Lender may proceed to exercise with
              respect to the  Collateral  all rights,  options and remedies of a
              secured  party upon  default  as  provided  for under the  Uniform
              Commercial Code. The rights of the Lender upon an Event of Default
              shall include, without limitation, any and all rights and remedies
              in any and all other documents, instruments,  agreements and other
              writings  between  the  Lender  and the  Borrower,  all rights and
              remedies  as  provided  by law,  in  equity or  otherwise,  and in
              addition thereto, the following:

<PAGE>

                  (a) The  right  to  require  the   Borrower  to  assemble  the
                      Collateral  and make it available to the Lender at a place
                      or places to be designated by the Lender.

                  (b) The right to sell the Collateral at public or private sale
                      in one or more lots in accordance with Uniform  Commercial
                      Code.  The Lender may bid upon and  purchase any or all of
                      the Collateral at any of the Collateral  shall  extinguish
                      the  Borrower's  rights under section 9-506 of the Uniform
                      Commercial Code upon  application of the unpaid portion of
                      the Secured  Obligations.  The Lender shall be entitled to
                      apply the proceeds of any such sale to the satisfaction of
                      the  Secured  Obligations  and  to  expenses  incurred  in
                      realizing  upon  the  Collateral  in  accordance  with the
                      Uniform Commercial Code.

                  (c) The right to recover  the  reasonable  expenses  of taking
                      possession of any of the Collateral that may be reduced to
                      possession, preparing the Collateral for sale, selling the
                      Collateral, and other like expenses.

                  (d) The  right to  recover  all of the  Lender's  expenses  of
                      collection, including, without limitation, court costs and
                      reasonable  attorneys' fees and disbursements  incurred in
                      realizing  upon the  Collateral or enforcing or attempting
                      to enforce any provision of this Agreement.

                  (e) The right to retain  the  Collateral  and become the owner
                      thereof,  in accordance with the provisions of the Uniform
                      Commercial Code.

                  (f) The right to proceed by  appropriate  legal process at law
                      or in equity to enforce any provision of this Agreement or
                      in a id of the  execution  of any  power of  sale,  or for
                      foreclosure of the security interest of the Lender, or for
                      the sale of the Collateral under the judgment or decree of
                      any court.

                  (g) The right to enter any premises  where any  Collateral may
                      be  located  for  the  purpose  of  taking  possession  or
                      removing the same.

         10.  Cumulative  Remedies.  The rights and remedies of the Lender shall
              be  deemed  to be  cumulative,  and any  exercise  of any right or
              remedy  shall not be deemed to be an election of that right remedy
              to the exclusion of any other right or remedy. Notwithstanding the
              foregoing,  the  Lender  shall  be  entitled  to  recover  by  the
              cumulative  exercise  of all  remedies no more than the sum of (a)
              the Secured  Obligation at the time of exercise of remedies,  plus
              (b) the costs, fees and expenses the Lender is otherwise  entitled
              to recover.

         11.  Waivers.  The Borrower  acknowledges that this Agreement  involves
              the grant of multiple security interests,  and the Borrower hereby
              waives,  to the  extent  permitted  by  applicable  law,  (a)  any
              requirement of marshalling assets or proceeding against Persons or
              assets in any  particular  order,  and (b) any and all  notices of
              every kind and  description  which may be  required to be given by
              any  statute or rule of law and any  defense of any kind which the
              Borrower may now or  hereafter  have with respect to the rights of
              the Lender with respect to the Collateral under this Agreement.

         12.  Certain Obligations Regarding Collateral.


                  (a) The  Borrower  shall  keep  and  maintain  the  Borrower's
                      Inventory  and  Tangible  Property in good  condition  and
                      repair and under adequate  condition of storage to prevent
                      its deterioration or depreciation in value.

                  (b) The Borrower shall keep the  Collateral  free and clear of
                      any  and all  liens  other  than  the  security  interests
                      created in favor of the Lender  under  this  Agreement  or
                      permitted by the Borrower Documents, and shall declare and
                      pay any and  all  fees,  assessments,  charges  and  taxes
                      allocable  to the  Collateral,  or which might result in a
                      lien  against the  Collateral  if left  unpaid  unless the
                      Borrower at the  Borrower's  own expense is contesting the

<PAGE>

                      validity or amount thereof in good faith by an appropriate
                      proceeding   timely  instituted  which  shall  operate  to
                      prevent  the  collection  or  satisfaction  of the lien or
                      amount so  contested.  If the  Borrower  fails to pay such
                      amount  and is  not  contesting  the  validity  or  amount
                      thereof in  accordance  with the preceding  sentence,  the
                      Lender may, but is not obligated to, pay such amount,  and
                      such payment  shall be deemed  conclusive  evidence of the
                      legality or validity of such amount.  The  Borrower  shall
                      promptly  reimburse  the Lender  for any and all  payments
                      made  by the  Lender  in  accordance  with  the  preceding
                      sentence, and until reimbursement,  such payments shall be
                      part or the Secured Obligations.

         13.  Use and Inspection of  Collateral.  The Borrower shall not use the
              Collateral  in  violation  of any  statute or  ordinance,  and the
              Lender shall have the right,  at reasonable  hours, to inspect the
              Collateral  at  the  premises  of the  Borrower  or  wherever  the
              Collateral may be located.

         14.  Notice.

                  (a) Any  requirement of the Uniform  Commercial  Code or other
                      applicable  law of reasonable  notice shall be met if such
                      notice is given at least five (5) business days before the
                      time of sale,  disposition  or other event or thing giving
                      rise to the requirement of notice.

                  (b) All notices and other  communications under this Agreement
                      shall be  delivered  in  accordance  with and  subject  to
                      Section 12 of the Loan Agreement.

         15.  Further Assurance.  The Borrower shall sign from time to time such
              financing  statements and other documents and instruments and take
              such other actions as the Lender may reasonably  request from time
              to time to more  fully  create,  perfect,  continue,  maintain  or
              terminate the security interests in the Collateral  intended to be
              created in this Agreement.

         16.  Miscellaneous.

                  (a) Failure by the Lender to  exercise  any right shall not be
                      deemed a waiver of that  right,  and any single or partial
                      exercise  of any right  shall  not  preclude  the  further
                      exercise  of that right.  Every right of the Lender  shall
                      continue  in full  force and  effect  until  such right is
                      specifically waived in a writing signed by the Lender.

                  (b) If any part,  term or provision of this  Agreement is held
                      by any court to be  prohibited  by any law  applicable  to
                      this Agreement,  the rights and obligations of the parties
                      shall be construed  and enforced  with that part,  term or
                      provision  enforced to the greatest extent allowed by law,
                      or if it is totally  unenforceable,  as if this  Agreement
                      did not contain that particular part, term or provision.

                  (c) The headings in this Agreement have been included for ease
                      and  reference  only,  and shall not be  considered in the
                      construction or interpretation of this Agreement.

                  (d) This Agreement  shall inure to benefit of the Lender,  its
                      successors  and  assigns,   and  all  obligations  of  the
                      Borrower shall bind the Borrower's successors and assigns.

                  (e) To the extent allowed under the Uniform  Commercial  Code,
                      this  Agreement  shall in all  respects be governed by and
                      construed in accordance with the laws of the  Commonwealth
                      of Kentucky.

                  (f) This  agreement  constitutes  the entire  agreement of the
                      parties  with  respect to the subject  matter  hereof.  No
                      change,  modification,  addition  or  termination  of this
                      Agreement  shall be  enforceable  unless  in  writing  and
                      signed by the party against whom enforcement is sought.

<PAGE>

                  (g) This Agreement may be signed by each party upon a separate
                      copy, and in such cases one  counterpart of this Agreement
                      shall  consist  of enough of such  copies to  reflect  the
                      signature of each party.

                  (h) This   Agreement   may  be   executed   in  two  or   more
                      counterparts,  each of which shall be deemed an  original,
                      and it shall  not be  necessary  in  making  proof of this
                      Agreement or terms  thereof to produce or account for more
                      than one such counterpart.

                  (i) THE  BORROWER  CONSENTS  TO  ONE  OR  MORE  ACTIONS  BEING
                      INSTITUTED  AND   MAINTAINED  IN  THE  JEFFERSON   COUNTY,
                      KENTUCKY,  CIRCUIT COURT TO ENFORCE THIS AGREEMENT  AND/OR
                      ONE OR MORE OF THE OTHER  BORROWER  DOCUMENTS,  AND WAIVES
                      ANY  OBJECTION  TO ANY  SUCH  ACTION  BASED  UPON  LACK OF
                      PERSONAL OR SUBJECT MATTER JURISDICTION OR IMPROPER VENUE.
                      THE  BORROWER  AGREES  THAT ANY  PROCESS  OR  OTHER  LEGAL
                      SUMMONS IN  CONNECTION  WITH ANY SUCH ACTION OR PROCEEDING
                      MAY BE SERVED BY MAILING A COPY THEREOF BY CERTIFIED MAIL,
                      OR ANY  SUBSTANTIALLY  SIMILAR FORM OF MAIL,  ADDRESSED TO
                      THE  BORROWER  AS  PROVIDED  IN  SECTION  12 OF  THE  LOAN
                      AGREEMENT.

                  (j) THE BORROWER ACKNOWLEDGES THAT THE BORROWER HAS RECEIVED A
                      COPY OF THIS  AGREEMENT  AND  EACH OF THE  OTHER  BORROWER
                      DOCUMENTS,  AS FULLY EXECUTED BY THE PARTIES THERETO.  THE
                      BORROWER  ACKNOWLEDGES THAT THE BORROWER (A) HAS READ THIS
                      AGREEMENT AND THE OTHER  BORROWER  DOCUMENTS OR HAS CAUSED
                      SUCH   DOCUMENTS   TO  BE  EXAMINED   BY  THE   BORROWER'S
                      REPRESENTATIVES  OR ADVISORS;  (B) IS THOROUGHLY  FAMILIAR
                      WIT THE  TRANSACTIONS  CONTEMPLATED  IN THIS AGREEMENT AND
                      THE  OTHER  BORROWER  DOCUMENTS;   AND  (C)  HAS  HAD  THE
                      OPPORTUNITY  TO ASK SUCH QUESTIONS TO  REPRESENTATIVES  OF
                      THE LENDER,  AND RECEIVE ANSWERS  THERETO,  CONCERNING THE
                      TERMS AN CONDITIONS OF THE  TRANSACTIONS  CONTEMPLATED  IN
                      THIS  AGREEMENT  AND THE OTHER  BORROWER  DOCUMENTS AS THE
                      BORROWER DEEMS NECESSARY IN CONNECTION WITH THE BORROWER'S
                      DECISION TO ENTER INTO THIS AGREEMENT.


IN WITNESS WHEREOF, the Borrower and the Lender have executed and delivered this
Agreement  as of the date set out in the  preamble  hereto,  but actually on the
date(s) set forth below.

                                          BORROWER:

                                          UNIQUEST COMMUNICATIONS, INC.


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

                                          Date:    2/24/96


STATE OF UTAH
COUNTY OF SALT LAKE

         The  foregoing  instrument  was  acknowledged  before  me by  Thomas E.
Aliprandi, the President of UniQuest  Communications,  Inc., a Utah corporation,
on behalf of the Corporation, on February 24, 1996.

<PAGE>

                                           Notary Public:   /s/ Marc Johnson

                                           Commission expires:  May 30, 1999



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

                                           Date:    February 24, 1996

STATE OF UTAH
COUNTY OF SALT LAKE

         The  foregoing  instrument  was  acknowledged  before  me by  David  E.
Shepardson, III, the Vice President, Treasurer of UniQuest Communications, Inc.,
a Utah corporation, on behalf of the Corporation, on February 24, 1996.


                                             Notary Public:   /s/ Marc Johnson

                                             Commission expires:  May 30, 1999





                                              LENDER:

                                              UNIDIAL INCORPORATED


                                              By:  /s/  Kenneth D. Richey
                                                  -------------------------
                                                  Kenneth D. Richey

                                              Date:    March 5, 1996


STATE OF KENTUCKY
COUNTY OF JEFFERSON

         The  foregoing  instrument  was  acknowledged  before me by  Kenneth D.
Richey, the Secretary/Treasurer of UniDial Incorporated, a Kentucky corporation,
on behalf of the Corporation, on March 5, 1996.

                                           Notary Public:   /s/  Rhonda J. Lamb

                                           Commission expires:  August, 26, 1998