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                                                                   EXHIBIT 10.10

                      AMENDMENT NUMBER ONE TO AMENDED AND
                      RESTATED LOAN AND SECURITY AGREEMENT


              This AMENDMENT NUMBER ONE TO AMENDED AND RESTATED LOAN AND
SECURITY AGREEMENT (this "Amendment") is entered into as of October 17, 1996,
by and between Foothill Capital Corporation, a California corporation
("Foothill"), on the one hand, and Phoenix Network, Inc., a Delaware
corporation ("Phoenix"), and Phoenix Network Acquisition Corp., a Delaware
corporation ("PNAC"), on the other hand, with reference to the following facts:

       A.     Foothill, as lender, and Phoenix, as borrower, heretofore entered
              into that certain Amended and Restated Loan and Security
              Agreement, dated as of September 26, 1995 (despite the fact that
              the recitals thereof erroneously referred to "1993" rather than
              "1995") (herein the "Agreement");

       B.     Phoenix and PNAC (individually and collectively, jointly and
              severally, "Borrower") have requested Foothill to amend the
              Agreement to, among other things, add PNAC as a secured co-
              borrower, and modify the Borrowing Base, in each case as set
              forth in this Amendment;

       C.     Foothill is willing to so amend the Agreement in accordance with
              the terms and conditions hereof; and

       D.     All capitalized terms used herein and not defined herein shall
              have the meanings ascribed to them in the Agreement, as amended
              hereby.


              NOW, THEREFORE, in consideration of the above recitals and the
mutual promises contained herein, Foothill and Borrower hereby agree as
follows:

              1.     Amendments to the Agreement.

                     a.     Section 1.1 of the Agreement hereby is amended by
adding the following new defined terms in alphabetical order:

                     "First Amendment" means that certain Amendment Number One
       to Amended and Restated Loan and Security Agreement, dated as of October
       __, 1996, between Foothill and Borrower.

                     "Eligible Phoenix Accounts" means Eligible Accounts of
       Phoenix.

                     "Eligible PNAC Accounts" means Eligible Accounts of PNAC.

                     "Phoenix" means Phoenix Network, Inc., a Delaware
       corporation.

                     "Phoenix Dilution Threshold" means ten percent (10%).

                     "Phoenix Payables Reserve" means a reserve against the
       Borrowing Base, to be determined from time to time by Foothill, in an
       amount equal to the aggregate amount of accounts payable of Phoenix to
       long distance carriers that are more than 30 days past due.

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                     "PNAC" means Phoenix Network Acquisition Corp., a Delaware
       corporation.

                     "PNAC Dilution Threshold" means five percent (5%).

                     "PNAC Payables Reserve" means a reserve against the
       Borrowing Base, to be determined from time to time by Foothill, in an
       amount equal to the aggregate amount of accounts payable of PNAC to long
       distance carriers that are more than 30 days past due.

                     "Subordinated Indebtedness" means any and all Indebtedness
       of Phoenix to the Subordinated Indebtedness Holder arising out of the
       purchase by Phoenix of the common stock of PNAC, and representing the
       obligation of Phoenix to pay the deferred portion of the purchase price
       with respect to such purchase.

                     "Subordinated Indebtedness Holder" means the Person or
       Persons that are the holders of the Subordinated Indebtedness or any
       notes or instruments evidencing same.

                     "Subordination Agreement" means a written subordination
       agreement, in form and substance satisfactory to Foothill in its
       discretion, entered into between Foothill and the Subordinated
       Indebtedness Holder, and acknowledged and consented to by Borrower,
       pursuant to which repayment of the Subordinated Indebtedness is
       subordinated to repayment in full in cash of the Obligations on terms
       acceptable to Foothill in its discretion.


                     "Suretyship Agreement" means a Suretyship Agreement, in
       form and substance satisfactory to Foothill, dated as of even date with
       the First Amendment, between Foothill and Borrower, incorporating
       certain suretyship waivers and other matters pertaining to the co-
       borrower status of Phoenix and PNAC.

                     b.     The following definitions contained in Section 1.1
of the Amendment are amended and restated in their entirety to read as follows:

                     "Borrower" means Phoenix and PNAC, and each of them,
       jointly and severally, collectively and individually; provided that,
       following any merger of PNAC with and into Phoenix that was approved by
       Foothill, "Borrower" shall mean Phoenix as the surviving corporation of
       such merger.

                     "Dilution" means, with respect to any Dilution Measuring
       Period, as reasonably determined by Foothill:  (a) With respect to
       Phoenix, the fraction, expressed as a percentage, of which the numerator
       is the total during such Dilution Measuring Period of all bad debt
       write-downs, promotions, and other items with respect to Accounts of
       Phoenix that could reduce or otherwise impair the full and timely
       collection of such Accounts, and of which the denominator is the total
       during such Dilution Measuring Period of all collections received with
       respect to Accounts of Phoenix; and (b) With respect to PNAC, the
       fraction, expressed as a percentage, of which the numerator is the total
       during such Dilution Measuring Period of all bad debt write-downs,
       promotions, and other items with respect to Accounts of PNAC that could
       reduce or otherwise impair the full and timely collection of such
       Accounts, and of which the denominator is the total during such Dilution
       Measuring Period of all collections received with respect to Accounts of
       PNAC.


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                     "Eligible Accounts" means those Accounts created by
       Borrower in the ordinary course of business that arise out of Borrower's
       sale of goods, sale of general intangibles relating to the provision of
       telecommunication services, or rendition of services, that strictly
       comply with all of Borrower's representations and warranties to
       Foothill, and that are and at all times shall continue to be acceptable
       to Foothill in all respects; provided, however, that standards of
       eligibility may be fixed and revised from time to time by Foothill in
       Foothill's reasonable credit judgment.  Eligible Accounts shall include
       Eligible Unbilled Accounts.  Eligible Accounts shall not include the
       following:

                            (a)    Accounts which the Account Debtor has failed
       to pay within sixty (60) days of invoice date;

                            (b)    Accounts that are not due upon receipt of
       Borrower's invoice by the Account Debtor or within ten (10) days
       thereafter;

                            (c)    Accounts with respect to which the Account
       Debtor is an officer, employee, Affiliate, or agent of Borrower;

                            (d)    Accounts with respect to which goods are
       placed on consignment, guaranteed sale, sale or return, sale on
       approval, bill and hold, or other terms by reason of which the payment
       by the Account Debtor may be conditional;

                            (e)    Accounts with respect to which the Account
       Debtor is not a resident of the United States, and which are not either
       (1) covered by credit insurance in form and amount, and by an insurer,
       satisfactory to Foothill, or (2) supported by one or more letters of
       credit that are assignable by their terms and have been delivered to
       Foothill in an amount and of a tenor, and issued by a financial
       institution, acceptable to Foothill;

                            (f)    Accounts with respect to which the Account
       Debtor is the United States or any department, agency, or
       instrumentality of the United States, any state of the United States;

                            (g)    Accounts with respect to which Borrower is
       or may become liable to the Account Debtor for goods sold or services
       rendered by the Account Debtor to Borrower;

                            (h)    Accounts with respect to an Account Debtor
       whose total obligations owing to Borrower exceed ten percent (10%) of
       all Eligible Accounts, to the extent of the obligations of such Account
       Debtor in excess of such percentage;

                            (i)    Accounts with respect to which the Account
       Debtor disputes liability or makes any claim with respect thereto, or is
       subject to any Insolvency Proceeding, or become insolvent, or goes out
       of business;

                            (j)    Accounts the collection of which Foothill,
       in its reasonable credit judgment, believes to be doubtful by reason of
       the Account Debtor's financial condition;

                            (k)    Accounts owed by an Account Debtor that has
       failed to pay fifty percent (50%) or more of its Accounts owed to
       Borrower within sixty (60) days of the date of the applicable invoices;





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                            (l)    Accounts that are payable in other than
       United States Dollars;

                            (m)    Accounts, other than Eligible Unbilled
       Accounts, that have not yet been billed to the relevant Account Debtor;

                            (n)    Accounts that represent progress payments or
       other advance billings that are due prior to the completion of
       performance by Borrower of the subject contract for goods or services;

                            (o)    Without duplication of any amounts included
       in the Phoenix Payables Reserve or the PNAC Payables Reserve, Accounts
       arising from services provided by a Carrier, if Borrower is in default
       of its obligations to such Carrier in any material respect that would
       entitle such Carrier to exercise remedies against Borrower, if such
       Carrier in fact is exercising such remedies, or has indicated its
       intention to exercise such remedies, or has threatened to exercise such
       remedies, and if Foothill in the good faith exercise of Foothill's
       discretion has determined that such actual, intended, or threatened
       exercise of remedies may interfere with the value or collectibility of
       the affected Accounts;

                            (p)    "On Campus" accounts of PNAC; and

                            (q)    Accounts of PNAC owed by residential Account
       Debtors.

                     "Eligible Unbilled Accounts" means those particular
       Accounts created by Phoenix in the ordinary course of business that
       arise out of Phoenix's sale of goods, sale of general intangibles
       relating to the provision of telecommunication services, or rendition of
       services, but have not yet been billed to the relevant Account Debtor,
       that are described in a call transaction record tape or electronic data
       transfer that has been delivered by a Carrier to Integretel, and that in
       all other respects qualify as Eligible Accounts.  Eligible Unbilled
       Accounts shall not include any Accounts of PNAC.

                     "Loan Documents" means this Agreement, the First
       Amendment, the Suretyship Agreement, the Lock Box Agreement, any note or
       notes executed by Borrower and payable to Foothill, and any other
       agreement entered into by Borrower or any Affiliate of Borrower in
       connection with this Agreement.

                     "Lock Box" shall have the meaning provided in any Lock Box
       Agreement.

                     "Lock Box Agreement" means any and every Lockbox Operating
       Procedural Agreement (or agreement of similar import), in form and
       substance satisfactory to Foothill, among Borrower, Foothill, and a Lock
       Box Bank.

                     "Lock Box Bank" means Union Bank of California, Norwest
       Bank Colorado, N.A., or any other bank, reasonably acceptable to
       Foothill, that enters into a Lock Box Agreement.

                     "Reference Rate" means the variable rate of interest, per
       annum, most recently announced by Norwest Bank Minnesota, National
       Association, or any successor thereto, as its "base rate," irrespective
       of whether such announced rate is the best rate available from such
       financial institution.





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<PAGE>   5
                     c.     The following specified provisions of the Agreement
hereby are amended and restated in their entirety as follows:

                               (1)    The first two paragraphs of the Agreement:

              This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, is entered
       into as of September 26, 1995, between FOOTHILL CAPITAL CORPORATION, a
       California corporation ("Foothill"), with a place of business located at
       11111 Santa Monica Boulevard, Suite 1500, Los Angeles, California 90025-
       3333, PHOENIX NETWORK, INC. a Delaware corporation, ("Phoenix"), with
       its chief executive office located at 1687 Cole Boulevard, Golden,
       Colorado  80401, and PHOENIX NETWORK ACQUISITION CORP., with its chief
       executive office located at 1687 Cole Boulevard, Golden, Colorado 80401.

              This Agreement amends and restates the Loan and Security
       Agreement dated as of August 26, 1993 (as previously amended, the "Prior
       Agreement") among Foothill and Phoenix.  Except for any provisions of
       the Prior Agreement that, by their terms, survive its termination (such
       as indemnities by Phoenix in favor of Foothill), this Agreement
       supersedes and replaces the Prior Agreement and all Obligations of
       Phoenix under the Prior Agreement shall become Obligations of Borrower
       under this Agreement.

                              (2)    Section 2.1:

                     2.1    REVOLVING ADVANCES.  Subject to the terms and
       conditions of this Agreement, and so long as no Event of Default has
       occurred and is continuing, Foothill agrees to make revolving advances
       to Borrower in an amount not to exceed the Borrowing Base.  For purposes
       of this Agreement "Borrowing Base" shall mean:

                            (a)    subject to adjustment based on Dilution as
       provided in subsection 2.1(b), an amount equal to the lesser of: (i) the
       sum of (A) the greater of (w) zero, and (x) eighty percent (80%) of the
       amount of Eligible Phoenix Accounts (other than Eligible Unbilled
       Accounts), less the Phoenix Payables Reserve, plus (B) the greater of
       (y) zero, and (z) eighty percent (80%) of the Amount of Eligible PNAC
       Accounts, less the PNAC Payables Reserve, plus (C) the amount, not to
       exceed Three Million Dollars ($3,000,000), equal to forty percent (40%)
       of the amount of Eligible Unbilled Accounts; and (ii) an amount equal to
       Borrower's cash collections for the immediately preceding sixty (60) day
       period.

                            (b)    Should Dilution with respect to Phoenix
       during any Dilution Measuring Period exceed the Phoenix Dilution
       Threshold, the advance rates set forth in subsections 2.1(a)(i)(A) and
       2.1(a)(i)(C) shall be reduced during the next calendar month by one
       percent for each percent by which such Dilution exceeded the Phoenix
       Dilution Threshold (rounded to the nearest whole number).  Should
       Dilution with respect to PNAC during any Dilution Measuring Period
       exceed the PNAC Dilution Threshold, the advance rate set forth in
       subsection 2.1(a)(i)(B) shall be reduced during the next calendar month
       by one percent for each percent by which such Dilution exceeded the PNAC
       Dilution Threshold (rounded to the nearest whole number).

                            (c)    Anything to the contrary in paragraphs (a)
       or (b) above notwithstanding, Foothill may reduce its advance rates
       based upon Eligible Accounts without declaring an Event of Default, with
       respect to either or both of Phoenix and PNAC, if it determines, in its
       reasonable discretion, that there is a material impairment of the
       prospect of repayment of all





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       or any portion of the Obligations or a material impairment of the value
       or priority of Foothill's security interests in the Collateral.

                            (d)    Foothill shall have no obligation to make
       advances hereunder to the extent they would cause the outstanding
       Obligations to exceed Ten Million Dollars ($10,000,000) (the "Maximum
       Amount").

                            (e)    Foothill is authorized to make advances
       under this Agreement based upon telephonic or other instructions
       received from anyone purporting to be an Authorized Officer of Borrower
       or, without instructions, if pursuant to Section 6.12.  Borrower agrees
       to establish and maintain a single designated deposit account for the
       purpose of receiving the proceeds of the advances requested by Borrower
       and made by Foothill hereunder.  Unless otherwise agreed by Foothill and
       Borrower, any advance requested by Borrower and made by Foothill
       hereunder shall be made to such designated deposit account.  Amounts
       borrowed pursuant to this Section 2.1 may be repaid and, so long as no
       Event of Default has occurred and is continuing, reborrowed at any time
       during the term of this Agreement.

                             (3)    Section 5.3:

                     5.3    SUBSIDIARIES; TRADE NAMES; TAXPAYER ID NUMBERS.
       PNAC is a wholly-owned subsidiary of Phoenix.  Phoenix has no
       subsidiaries other than PNAC.  PNAC has no subsidiaries.  Phoenix does
       business under the following trade names or fictitious business names,
       and no others (provided that, following any merger of PNAC into Phoenix
       that has been approved by Foothill, Phoenix may do business under any
       names under which PNAC formerly was permitted to do business):  Phoenix
       Telcom, Inc.; Office Depot Communications; and Comdial Network Service.
       PNAC does business under the following trade names or fictitious
       business names, and no others:  Automated Communications, Inc.; ACI;
       ACAmerica; and MasterCall.  The foregoing notwithstanding, either
       Phoenix or PNAC may adopt addition trade names or fictitious business
       names in compliance with applicable law so long as Foothill receives not
       less than thirty (30) days prior written notice thereof, and, after the
       passage of thirty (30) days after the giving of such written notice,
       such names prospectively shall be deemed included within the foregoing
       representations and warranties.The federal taxpayer identification
       number of Phoenix is 84-0881154.  The federal taxpayer identification
       number of PNAC is 84-1335451.

                             (4)    The first sentence of Section 6.2:

       Each of Phoenix and PNAC, separately, shall deliver to Foothill, no
       later than the twentieth (20th) day of each month during the term of
       this Agreement, a detailed aging, by total, of its Accounts, a
       reconciliation statement, and a summary aging, by vendor, of all its
       accounts payable and any book overdraft.

                             (5)    The first sentence of Section 6.3:

       With such regularity as Foothill shall require, each of Phoenix and
       PNAC, separately, shall provide Foothill with schedules describing all
       its Accounts.

                             (6)    Section 7.3:





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<PAGE>   7
                            7.3    RESTRICTIONS ON FUNDAMENTAL CHANGES.  Enter
       into any acquisition, merger, consolidation, reorganization, or
       recapitalization, or reclassify its capital stock, or liquidate, wind
       up, or dissolve itself (or suffer any liquidation or dissolution), or
       convey, sell, assign, lease, transfer, or otherwise dispose of, in one
       transaction or a series of transactions, all or any substantial part of
       its business, property, or assets, whether now owned or hereafter
       acquired, or acquire by purchase or otherwise all or substantially all
       the assets, stock, or other evidence of beneficial ownership of any
       Person.  Without limiting the generality of the foregoing, Phoenix and
       PNAC shall not merge or consolidate their operations, and shall not
       guaranty or assume each other's obligations to Persons other than
       Foothill, without the prior written approval of Foothill.

                            (7)    Section 12:

              12     NOTICES.

                     Unless otherwise provided in this Agreement, all notices
       or demands by any party relating to this Agreement or any other
       agreement entered into in connection therewith shall be in writing and
       (except for financial statements and other informational documents which
       may be sent by first-class mail, postage prepaid) shall be personally
       delivered or sent by registered or certified mail, postage prepaid,
       return receipt requested, or by prepaid telex, TWX, telefacsimile, or
       telegram (with messenger delivery specified) to Borrower or to Foothill,
       as the case may be, at its addresses set forth below:

              If to Borrower:   PHOENIX NETWORK, INC.
                                   PHOENIX NETWORK ACQUISITION CORP.
                                   1687 Cole Boulevard
                                   Golden, Colorado  80401
                                   Attn:   Jeffrey L. Bailey, Senior Vice
                                           President and Chief Financial Officer

              If to Foothill:   FOOTHILL CAPITAL CORPORATION
                                   11111 Santa Monica Boulevard
                                   Suite 1500
                                   Los Angeles, California 90025-3333
                                   Attn:  Business Finance Division Manager

                     The parties hereto may change the address at which they
       are to receive notices hereunder, by notice in writing in the foregoing
       manner given to the other.  All notices or demands sent in accordance
       with this Section 12, other than notices by Foothill in connection with
       Sections 9504 or 9505 of the Code, shall be deemed received on the
       earlier of the date of actual receipt or three (3) days after the
       deposit thereof in the mail.  Borrower acknowledges and agrees that
       notices sent by Foothill in connection with Sections 9504 or 9505 of the
       Code shall be deemed sent when deposited in the mail or transmitted by
       telefacsimile or other similar method set forth above.

                            (8)    Schedules P-1, 5.9, 6.16, and 7.1:

       The aforementioned schedules are replaced by the revised versions
thereof attached hereto and incorporated herein by this reference.





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                     d.     The following sentence is hereby added to the end
of Section 7.8 of the Agreement, in addition to the existing provisions of such
Section 7.8:

       Without limiting the generality of the foregoing, Borrower shall not
       repay, repurchase, redeem, or retire the Subordinated Indebtedness
       except strictly in accordance with the terms of the Subordination
       Agreement.

              2.     Representations and Warranties.  Borrower hereby
represents and warrants to Foothill that (a) the execution, delivery, and
performance of this Amendment and of the Agreement, as amended by this
Amendment, are within its corporate powers, have been duly authorized by all
necessary corporate action, and are not in contravention of any law, rule, or
regulation, or any order, judgment, decree, writ, injunction, or award of any
arbitrator, court, or governmental authority, or of the terms of its charter or
bylaws, or of any contract or undertaking to which it is a party or by which
any of its properties may be bound or affected, and (b) this Amendment and the
Agreement, as amended by this Amendment, constitute Borrower's legal, valid,
and binding obligation, enforceable against Borrower in accordance with its
terms.

              3.     Conditions Precedent to Amendment.  The satisfaction of
each of the following, on or before the First Amendment Closing Deadline,
unless waived or deferred by Foothill in its sole discretion, shall constitute
conditions precedent to the effectiveness of this Amendment:

                     a.     Payment to Foothill by Borrower in immediately
available funds of an amendment fee in the amount of $7,500, which fee shall be
fully earned, non-refundable, due, and payable, upon the execution and delivery
of this Amendment by Foothill and Borrower, and which fee Borrower hereby
authorizes Foothill to charge to Borrower's loan account;

                     b.     Foothill shall have received each of the following
documents, duly executed, and each such document shall be in full force and
effect:

                            (1)    a Lockbox Agreement with respect to PNAC;

                            (2)    the Subordination Agreement;

                            (3)    the Suretyship Agreement;

                            (4)    a termination statement from WilTel, Inc.,
                                   with respect to financing statement number
                                   952072809 filed by it against Automated
                                   Communications, Inc. with the Secretary of
                                   State of Colorado on or about October 2,
                                   1995; and

                            (5)    such financing statements, or amendments or
                                   continuations thereof, with respect to
                                   Phoenix or PNAC, as Foothill reasonably may
                                   request to ensure the perfection of its
                                   security interests in the Collateral;

                     c.     Foothill shall have received a certificate from the
Secretary of Phoenix attesting to the incumbency and signatures of authorized
officers of Phoenix and to the resolutions of Phoenix's Board of Directors
authorizing its execution and delivery of this Amendment and the other Loan
Documents to which it is a party and contemplated in this Amendment and the
performance of this





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Amendment, the Agreement as amended by this Amendment, and such other Loan
Documents, and authorizing specific officers of Phoenix to execute and deliver
the same;

                     d.     Foothill shall have received a certificate from the
Secretary of PNAC attesting to the incumbency and signatures of authorized
officers of PNAC and to the resolutions of PNAC's board of directors or
equivalent governing body authorizing its execution and delivery of the Loan
Documents to which it is a party and contemplated in this Amendment and the
performance of such Loan Documents, and authorizing specific officers of PNAC
to execute and deliver the same;

                     e.     Foothill shall have received an opinion of counsel
to Borrower in form and substance satisfactory to Foothill in its reasonable
discretion;

                     f.     Foothill shall have received confirmation UCC
searches reflecting the filing of the financing statements, or amendments or
continuations thereof, referenced in subsection 3(b)(4) of this Amendment, and
reflecting the priority of Foothill's security interest in the Collateral
provided for by the Loan Documents;

                     g.     The representations and warranties in this
Amendment, the Agreement as amended by this Amendment, and the other Loan
Documents shall be true and correct in all respects on and as of the date
hereof, as though made on such date (except to the extent that such
representations and warranties relate solely to an earlier date);

                     h.     No Event of Default or event which with the giving
of notice or passage of time would constitute an Event of Default shall have
occurred and be continuing on the date hereof, nor shall result from the
consummation of the transactions contemplated herein;

                     i.     No injunction, writ, restraining order, or other
order of any nature prohibiting, directly or indirectly, the consummation of
the transactions contemplated herein shall have been issued and remain in force
by any governmental authority against Borrower or Foothill; and

                     j.     All other documents and legal matters in connection
with the transactions contemplated by this Amendment shall have been delivered
or executed or recorded and shall be in form and substance satisfactory to
Foothill and its counsel.

              4.     Effect on Agreement; Joinder of PNAC.  The Agreement, as
amended hereby, shall be and remain in full force and effect in accordance with
its respective terms and hereby is ratified and confirmed in all respects.  The
execution, delivery, and performance of this Amendment shall not operate as a
waiver of or, except as expressly set forth herein, as an amendment, of any
right, power, or remedy of Foothill under the Agreement, as in effect prior to
the date hereof.  By executing and delivering this Amendment:  (a) PNAC joins
itself as a co-borrower under the Loan Documents, assumes joint and several
liability for all outstanding Obligations of Phoenix, and grants to Foothill
liens and security interests on all its right, title, and interest in and to
any Collateral to secure all present and future Obligations; and (b) Phoenix
consents to such joinder, assumption, and grant by PNAC.  All provisions of the
Agreement, as amended by this Amendment, that refer to PNAC or add in PNAC as a
co-borrower, shall be effective prospectively from and after the effective date
of this Amendment.

              5.     Further Assurances.  Borrower shall execute and deliver
all agreements, documents, and instruments, in form and substance satisfactory
to Foothill, and take all actions as Foothill may reasonably request from time
to time, to perfect and maintain the perfection and priority of Foothill's
security





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<PAGE>   10
interests in the Collateral, and to fully consummate the transactions
contemplated under this Amendment and the Agreement, as amended by this
Amendment.

              6.     Miscellaneous.

                     a.     Upon the effectiveness of this Amendment, each
reference in the Agreement to "this Agreement", "hereunder", "herein", "hereof"
or words of like import referring to the Agreement shall mean and refer to the
Agreement as amended by this Amendment.

                     b.     Upon the effectiveness of this Amendment, each
reference in the Loan Documents to the "Loan Agreement", "thereunder",
"therein", "thereof" or words of like import referring to the Agreement shall
mean and refer to the Agreement as amended by this Amendment.

                     c.     As used in this Amendment, "First Amendment Closing
Deadline" means October 18, 1996.

                     d.     This Amendment shall be governed by and construed
in accordance with the laws of the State of California.

                     e.     This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Amendment by signing
any such counterpart.

              IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of the date first written above.



                                   FOOTHILL CAPITAL CORPORATION,
                                   a California corporation


                                   By /s/ Kurt Marsden
                                     ---------------------------

                                   Title: Assistant Vice President
                                         -----------------------



                                   PHOENIX NETWORK, INC., a Delaware
                                   corporation


                                   By /s/ Jeffrey L. Bailey
                                     ---------------------------

                                   Title:  CFO
                                         -----------------------





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<PAGE>   11
                                   PHOENIX NETWORK ACQUISITION CORP., a
                                   Delaware corporation

                                   By /s/ Jeffrey L. Bailey
                                     ---------------------------

                                   Title: Vice President
                                         -----------------------





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