STOCK PLEDGE AGREEMENT

         This is a Stock Pledge Agreement (this "Pledge  Agreement") dated as of
September 18, 1995,  between  Thomas E. Aliprandi and David E.  Shepardson  (the
"Shareholders"),   and  UniDial   Incorporated,   a  Kentucky  corporation  (the
"Lender").

Recitals

         The  Shareholders  wish to secure the payment and  performance of their
obligations under the Loan Agreement, the Revolving Credit Note (as that term is
defined in the Loan Agreement),  the Security Agreement, and the other documents
listed  in  Section 3 of this  Pledge  Agreement  by  granting  to the  Lender a
security interest in the Pledged Shares (as defined below).

   1.    Definitions.  As used in this Agreement,  unless  otherwise  defined in
         this Agreement,  the terms defined in the Loan Agreement shall have the
         meaning  given  them  there;  and the  following  terms  shall have the
         following meanings:

            (a) "Loan  Agreement"  shall  mean  the loan  agreement  dated as of
                September 18, 1995, between the Lender and UniQuest.

            (b) "Lender" shall mean UniDial Incorporated.

            (c) "Loan" shall mean the loan made by the Lender to UniQuest on the
                terms and conditions of the Loan Agreement.

            (d) "Pledged  Shares"  shall  mean all of the  shares  in which  the
                Lender has a security interest pursuant to Section 2 (a) of this
                Agreement and any proceeds and products thereof.

            (e) "Secured Obligations" shall mean the obligations secured by this
                Agreement and described in Section 3 of this Agreement

            (f) "UniQuest" shall mean UniQuest Communications, Inc.

   2.    Grant of Security Interest.

            (a) The Shareholders  grant to the Lender a security interest in and
                pledge to the Lender all of their  right,  title and interest in
                and to 9300 shares (representing 93%) of the authorized,  issued
                and outstanding shares of UniQuest common stock, and any capital
                stock of UniQuest issued in the future. The Shareholders further
                grant to the Lender a  security  interest  in any stock  rights,
                rights to subscribe,  liquidating  dividends,  stock  dividends,
                dividends paid in stock,  new securities,  or any other property
                to which the  Shareholders  are or may hereafter become entitled
                to receive on account of the Pledged Shares. If the Shareholders
                receive   additional   property  of  such  nature,   they  shall
                immediately  deliver  such  property to the Lender to be held by
                the Lender in the same  manner as the  Pledged  Shares,  pledged
                previously pursuant to this Pledge Agreement.

            (b) The Shareholders grant a further security interest to the Lender
                in the proceeds or products by any sale or other  disposition of
                the Pledged Shares.

   3.    Obligations  Secured.  The security interests created hereby secure the
         payment and  performance of all of the following  Secured  Obligations:
         (a) any and all indebtedness of UniQuest to the Lender evidenced by the
         Revolving  Credit Note, and all obligations  contained in the Revolving
         Credit  Note;  (b) all of the  obligations,  agreement,  covenants  and
         representations of UniQuest contained in the Loan Agreement, (c) all of
         the obligations,  agreements, covenants and representations of UniQuest
         contained in the Security  Agreement,  and any other related  document,
         whether or not now or hereafter  evidenced by any note,  instrument  or
         other  writing;  (d)  any  and  all  indebtedness  of the  Shareholders
         contained in and evidenced by the Guaranty Agreements,  and (e) any and
         all  indebtedness,  obligation or liability of the Shareholders  and/or
         UniQuest to the Lender, however evidenced, direct or indirect, absolute
         or contingent, whether now existing or hereafter arising.

   4.    Representations and Warranties.  To induce the Lender to enter into the
         Loan  Agreement  and this  Agreement,  the  Shareholders  represent and
         warrant as follows:

<PAGE>

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

            (b) The  Shareholders  have good and marketable title to the Pledged
                Shares subject to no lien, charge, pledge, encumbrance, claim or
                security  interest other than the security  interest  created by
                this Agreement and the Security Agreement.

            (c) The Pledged Shares are properly issued and constitute 93% of the
                issued and outstanding shares of UniQuest.

            (d) The Shareholders  have not entered into any stock restriction or
                purchase  agreement  with  respect to the Pledged  Shares  which
                would in any way restrict the sale,  pledge or other transfer of
                the  Pledged  Shares  of or any  interest  in or to the  Pledged
                Shares.

   5.    Duration  of  Security  Interest.  The  Lender and its  successors  and
         assigns  shall hold the Pledged  Shares and security  interest  created
         hereby upon the terms of this  Agreement,  and this  security  interest
         shall  continue until the Secured  Obligations  have been paid in full.
         The  Lender  may at any  time  deliver  the  Pledged  Shares  or  other
         collateral,  or any part  thereof,  to the  Shareholders.  The  receipt
         thereof by the  Shareholders  shall be a complete and full discharge of
         the Lender  concerning the Pledged Shares so delivered,  and the Lender
         shall  thereafter  be discharged  from any liability or  responsibility
         therefore.

   6.    Maintaining  Freedom from Liens.  UniQuest and the  Shareholders  shall
         keep the  Pledged  Shares  free and  clear of liens  and  shall pay all
         amounts, including taxes, assessments or charges, which might result in
         a  lien  against  the  Pledged  Shares  if  left  unpaid,   unless  the
         Shareholders  at their own expense are  contesting  such amount 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 Shareholders fail to pay such amounts and are not
         contesting the validity or amount  thereof in accordance  with the next
         preceding  sentence,  the Lender may, but is not obligated to, pay such
         amounts,  and such payment shall be conclusive evidence of the legality
         or validity  thereof.  The  Shareholders  shall promptly  reimburse the
         Lender for any such payments,  and until  reimbursement,  such payments
         shall be a part of the Secured Obligations.

   7.    Certain Rights and Obligations Respecting Pledged Shares.

            (a) The Shareholders  shall continue to be the owners of the Pledged
                Shares so long as no Default has occurred,  and during that time
                may  exercise  their  voting  rights with respect to the Pledged
                Shares  (but  only  for  purposes  not  inconsistent   with  the
                covenants,  obligations  and  purposes  of this  Agreement)  and
                receive distributions with respect to the Pledged Shares.

            (b) The Shareholders shall not sell,  transfer or attempt to sell or
                transfer  any of the  Pledged  Shares,  or any part  thereof  or
                interest  therein,  without the express prior written consent of
                the Lender.  Any such consent of the Lender shall not constitute
                the release by the Lender of its interest in the Pledged Shares.
                Any such sale or transfer  shall  transfer  the  Pledged  Shares
                subject to the security interest of the Lender.

            (c) Without the Lender's  prior written  consent,  which will not be
                unreasonably  withheld,  the  Shareholders  shall not  permit or
                cause UniQuest to issue any capital stock other than the capital
                stock issued and outstanding on the date of this  Agreement.  If
                for any reason any Person (including the Shareholders)  acquires
                any interest in any capital stock of any of UniQuest in addition
                to the Pledged Shares,  the Shareholders  shall, and shall cause
                the acquiror to immediately  deliver to the Lender  certificates
                representing  the shares  acquired,  together  with stock powers
                relating to those  shares  (properly  executed in blank),  to be
                held by the Lender  pursuant to  Sections  2(a) and 2(b) of this
                Agreement.  If any such  Person  has not  entered  into a pledge
                and/or security  agreement on terms identical to this Agreement,
                such Person  shall do so  concurrently  with his delivery to the
                Lender of those certificates.

<PAGE>

            (d) Upon  a  Default,   the  Lender  may,   without  notice  to  the
                Shareholders,   exercise  all  voting   rights  and   privileges
                whatsoever with respect to the Pledged  Shares,  and collect and
                retain all dividends or other sums and/or  distributions  now or
                hereafter payable on or on account of any of the Pledged Shares.
                To that end the  Shareholders  hereby  constitute any officer of
                the Lender as their proxy and  attorney-in-fact for all purposes
                of voting the Pledged  Shares at any annual,  regular or special
                meeting of the shareholders of UniQuest.  This appointment shall
                be  deemed  coupled  with  an  interest  and  is  and  shall  be
                irrevocable until all of the Secured Obligations have been fully
                paid and terminated. All personas shall be conclusively entitled
                to rely upon the Lender's oral or written  certification that it
                is  entitled  to  vote  the  Pledged   Shares   hereunder.   The
                Shareholders  shall  execute  and  deliver  to  the  Lender  any
                additional  proxies and powers of  attorney  that the Lender may
                desire in order to vote more  effectively  the Pledged Shares in
                its own name. In addition to any other voting rights, the Lender
                may (1) vote the  Pledged  Shares to  remove  one or more of the
                directors  and/or  officers  of  UniQuest;  (2) vote the Pledged
                Shares to elect new  directors  and officers of any UniQuest who
                shall thereafter  manage the affairs of UniQuest and operate its
                properties  and carry on its  business  and  otherwise  take any
                action  with  respect  hereto  as it shall  deem  necessary  and
                appropriate;  (3) vote the Pledged Shares to liquidate  UniQuest
                and/or any of its subsidiaries  and/or businesses;  and (4) vote
                the Pledged  Shares to authorize  the  borrowing of money in the
                name of UniQuest and the pledge of the assets to secure any such
                borrowings.

   8.    Default.  The happening of any Event of Default (as defined in the Loan
         Agreement), or the Shareholder's breach of any obligation,  covenant or
         condition of this  Agreement,  shall  constitute  a Default  under this
         Agreement.

   9.    Remedies. Upon any Default the Lender may at its option declare any and
         all of the Secured  Obligations to be immediately due and payable,  and
         in addition to  exercising  all other  rights or  remedies,  proceed to
         exercise  with  respect to the Pledged  Shares all rights,  options and
         remedies  of a secured  party upon  default as  provided  for under the
         Uniform  Commercial  Code as  then in  effect  in the  Commonwealth  of
         Kentucky.  The  rights  of the  Lender  upon a Default  shall  include,
         without limitation, the following:

            (a) The right to immediate possession of any Pledged Shares not then
                in the Lender's  possession,  without  requirement  of notice or
                demand or any legal  process.  In  exercising  this  right,  the
                Lender  may  enter  into  the   premises  of  UniQuest   without
                requirement of any legal process.

            (b) The right to sell part or all of the Pledged Shares at public or
                private  sale in one or more lots.  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  Pledged   Shares  in  accordance   with  the  Uniform
                Commercial Code.

                    (i) In the case of any  sale by the  Lender  of the  Pledged
                        Shares  or any  portion  thereof  on credit  for  future
                        delivery, which may be elected at the sole option and in
                        the  complete  discretion  of the  Lender,  the  Pledged
                        Shares  so sold  may,  at  Lender's  option,  either  be
                        delivered  to the  purchaser  or  retained by the Lender
                        until the selling price is paid by the purchaser, but in
                        either event the Lender shall incur no liability in case
                        of failure of the  purchaser  to take up and pay for the
                        Pledged  Shares  so sold.  In case of any such  failure,
                        such  Pledged  Shares may again be sold by the Lender in
                        the manner provided in this Section.

                    (ii)After  deducting all its  reasonable  costs and expenses
                        of every kind, including without limitation, legal fees,
                        registration   fees  required  by  law  (Securities  and
                        Exchange Commission and other) and expenses, if any, the
                        Lender  shall apply the  residue of the  proceeds of any
                        sale or sales of the  Pledged  Shares  to the  Revolving
                        Credit note and other obligations of the shareholders to
                        the Lender under this Agreement, the Loan Agreement, the
                        Security  Agreement or the other related  documents,  in
                        the order or priority elected by the Lender.  The Lender
                        shall not incur any liability as a result of the sale of
                        the Pledged Shares at any private sale or sales, and the

<PAGE>

                        Shareholders hereby waive any claim arising by reason of
                        (A) the fact  that the  price or  prices  for  which the
                        Pledged Shares, or any portion thereof,  is sold at such
                        public  sale or sales is less than the price which would
                        have been  obtained  at a private  sale or sales,  or is
                        less than the  amount due and the  Lender  accepted  the
                        first  offer  received  and did not  offer  the  Pledged
                        Shares, or portion thereof, to more than one offeree; or
                        (B) any  delay by the  Lender  in  selling  the  Pledged
                        Shares following a Default hereunder,  even if the value
                        of the Pledged Shares  thereafter  declines;  or (C) the
                        immediate sale of the Pledged Shares upon the occurrence
                        of a Default  hereunder  even if the holder shall remain
                        jointly  and   severally   liable  for  any   deficiency
                        remaining  due under  this  Agreement  or other  related
                        documents.

            (c) The right to recover the  reasonable  expenses of preparing  for
                the sale of and  selling  the  Pledged  Shares,  and other  like
                expenses,  together with court costs and  reasonable  attorney's
                fees incurred.

            (d) The right to transfer the Pledged  Shares,  or any part of them,
                into the Lender's  name to facilitate  the Lender's  exercise of
                other rights or remedies with respect to them.

            (e) The right to proceed by  appropriate  legal process at law or in
                equity (i) to enforce any provision of this  Agreement or in aid
                of the execution of any power of sale;  or (ii) for  foreclosure
                of the security interest of the Lender; or (iii) for the sale of
                any of the Pledged  Shares  under the  judgment or decree of any
                court.

   10.   Remedies  Cumulative.  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  or  remedy  to the
         exclusion of any other right or remedy

   11.   Delivery  of Pledged  Shares.  The  Shareholders  shall  deliver to the
         Lender  certificates  representing all of the Pledged Shares,  together
         with stock  powers  properly  executed in blank upon  execution of this
         Agreement,  and the Shareholders  shall deliver to the Lender all other
         Pledged  Shares  hereinafter  acquired to the Lender  immediately  upon
         receipt thereof.

   12.   Further   Assurances.   The  Shareholders  shall  sign  such  financing
         statements,  assignments of stock separate from  certificate,  or other
         documents or instruments as the Lender may reasonably request from time
         to time to more fully create, perfect, continue,  maintain or terminate
         the  rights and  security  interest  intended  to be granted or created
         pursuant to this Pledge Agreement.

   13.   Notice.

            (a) Any  requirement  of the Uniform  Commercial  Code of reasonable
                notice (not waived pursuant to this  Agreement)  shall be met if
                such notice is mailed,  postage prepaid,  to UniQuest or, as the
                case may be, to such other party to whom notice is required,  at
                least five days  before the time of sale,  disposition  or other
                event or thing giving rise to the requirement of notice.

            (b) All notices or  communications  under this Agreement shall be in
                writing  and  shall  be  delivered  or  mailed  to  the  parties
                addressed as follows, and any notices so addressed and mailed by
                registered mail shall be deemed to have been given when mailed.

                    (i)      If to UniQuest Communications, Inc.:

                               6975 Union Park Center, Suite 340
                               Midvale, UT  84047
                               Attn:  Mr. Thomas E. Aliprandi

<PAGE>

                               With a copy to:

                               Jon V. Harper, Esq.
                               Suite 700
                               500 West Broadway
                               Salt Lake City, UT  84101

                    (ii)     If to the Lender:

                               UniDial Incorporated
                               12910 Shelbyville Road, Suite 211
                               Louisville, KY  40243
                               Attn:  Mr. Kenneth D. Richey

                               With a copy to:

                               Brown, Todd & Heyburn PLLC
                               3200 Providian Center
                               Louisville, KY  40202-3363
                               Attn:  Mr. C. Edward Glasscock

   14.   Waiver. Any forbearance, failure or delay by the Lender in the exercise
         of any right, power or remedy hereunder shall not be deemed a waiver of
         that right,  power or remedy, and any single or partial exercise of any
         right, power or remedy shall not preclude the further exercise thereof.
         Every  right,  power and remedy of the Lender  shall  continue  in full
         force and effect  until  such  right,  power or remedy is  specifically
         waived in a written instrument signed by the Lender.

   15.   Severability.  If any part, term or provision of this Agreement is held
         by any court to be illegal or in conflict  with any law  applicable  to
         this  Agreement,  the rights and  obligations  of the parties  shall be
         construed  and  enforced  as if this  Agreement  did not  contain  that
         particular part, term or provision.

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

   17.   Benefit. This Pledge Agreement shall inure to the benefit of the Lender
         and its successors and assigns, and all obligations of the Shareholders
         shall bind their respective successors and assigns.

   18.   Governing  Law/Forum.  This Pledge  Agreement  shall be governed by and
         construed in accordance with the laws, including without limitation the
         conflicts of laws rules,  of the  Commonwealth  of Kentucky.  Any legal
         action or  proceeding  with  respect to this  Pledge  Agreement  may be
         brought in the Courts of the State of Kentucky in and for the County of
         Jefferson or the United  States of America for the Eastern  District of
         Kentucky.  By  execution of this  Agreement,  both UniDial and UniQuest
         hereby submit to such  jurisdiction,  hereby expressly waiving whatever
         rights may  correspond  to either of them by reason of their present or
         future domicile.

   19.   Pledge Agreement Governs.  If any term,  condition or provision of this
         Pledge  Agreement  conflicts  in any way with any  term,  condition  or
         provision of the Loan  Agreement,  the term,  condition or provision of
         this Pledge Agreement shall govern.

   20.   Counterparts.

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

            (b) 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 the terms thereof
                to produce or account for more than one of such counterparts.

<PAGE>

IN WITNESS  WHEREOF,  the Shareholders and the Lender have signed this Agreement
as of the date set forth in the Preamble hereto, but actually on the date(s) set
forth below.

                                            SHAREHOLDERS:

                                            /s/  Thomas E. Aliprandi
                                            ----------------------------
                                            Thomas E. Aliprandi

                                            Date:  2/24/96
                                                  ---------------------

STATE OF UTAH
COUNTY OF SALT LAKE

The foregoing  instrument was acknowledged before me by Thomas E. Aliprandi,  on
February 24, 1996.

                                            /s/  Marc Johnson
                                            -------------------------------
                                            Notary Public
                                            Commission expires:  May 30, 1999

                                            /s/  David E. Shepardson
                                            ----------------------------------
                                            David E. Shepardson

                                            Date:  2/24/96
                                                  --------------------------

STATE OF UTAH
COUNTY OF SALT LAKE

The foregoing  instrument was acknowledged before me by David E. Shepardson,  on
February 24, 1996.

                                            /s/  Marc Johnson
                                            ----------------------------------
                                            Notary Public
                                            Commission expires:  May 30, 1999

                                            LENDER:

                                            UNIDIAL INCORPORATED

                                            By /s/  Kenneth D. Richey
                                              -------------------------
                                              Kenneth D. Richey
                                              Date:  2/6/96


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 6, 1996.

                                            /s/  Rhonda J. Lamb
                                            -----------------------------
                                            Notary Public

                                            Commission expires:  August 26, 1998