FIRST AMENDMENT TO REVOLVING CREDIT NOTE

THIS FIRST AMENDMENT TO REVOLVING CREDIT NOTE is made and entered into as of the
1st day of March,  1997,  between  (i)  UNIQUEST  COMMUNICATIONS,  INC.,  a Utah
corporation (the "Borrower"), and (ii) AGENT FINANCIAL SERVICES, LLC, a Kentucky
limited liability company (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 Borrower has now requested that the Lender extend the payment due dates
     of the Note from March 1, 1997,  June 1, 1997 and  September 1, 1997 to one
     due date of January  31,  1998,  which the Lender is willing to do upon the
     condition,  among others,  that the Borrower execute and deliver this First
     Amendment in favor of the Lender.

         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 Lender  hereby  extends  the  principal  due dates of the Note from
         March 1, 1997,  June 1, 1997 and  September  1, 1997 to one due date of
         January 31, 1998.

3.       The Borrower and the Lender hereby agree to an annual  interest rate of
         the Prime Rate plus two percent (2%).

4.       Each of the Loan  Agreement and the other  Borrower  Documents to which
         the Borrower is a party is hereby amended to reflect that the principal
         due  dates of March 1,  1997,  June 1,  1997 and  September  1, 1997 be
         extended to one due date of January 31, 1998.

5.       The term "Guaranty" as defined in Section I 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  Ratification  and
         Reaffirmation  of even date  herewith,  executed  and  delivered by the
         Guarantors in favor of the Lender.

6.       Except to the extent amended or modified  hereby,  the Borrower  hereby
         reaffirms all its  representations,  warranties and covenants set forth
         in the Loan Agreement and the other Borrower Documents to which it is a
         party  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 Revolving  Credit
         Note, as amended pursuant to this First Amendment.

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

<PAGE>

8.       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 instrument.

9.       This First  Amendment  shall be governed by and construed in accordance
         with the laws of the Commonwealth of Kentucky.

10.      This First Amendment  constitutes  the entire  agreement of the parties
         with  respect to the subject  matter  hereof and  supersedes  all prior
         understandings with respect to the subject matter hereof.

11.      No  change,  modification,   addition  or  termination  of  this  First
         Amendment or of any of the other documents  referred to herein shall be
         enforceable  unless in  writing  and signed by the party  against  whom
         enforcement is sought.

         IN WITNESS WHEREOF,  the Borrower and the Lender have caused this First
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")