THIRD AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT


         This Third Amendment to Loan and Security Agreement ("Third Amendment")
dated as of the 16th day of September, 1997 is by and between INTELLICALL, INC.,
a Delaware corporation ("Borrower") and FINOVA CAPITAL CORPORATION ("FINOVA")

                                   BACKGROUND

A. On November  13, 1996,  Borrower  and FINOVA  entered into a certain Loan and
Security  Agreement  ("Loan  Agreement")  and  certain  related  agreements  and
instruments  (collectively  with the Loan  Agreement,  the "Loan  Documents") to
reflect certain loan arrangements among the parties.

B. On April 16, 1997, Borrower and FINOVA entered into a certain First Amendment
to Loan and  Security  Agreement  (the  "First  Amendment")  to reflect  certain
amendments to the Loan Documents.

C. On July 21, 1997, Borrower and FINOVA entered into a certain Second Amendment
to Loan and Security  Agreement  (the  "Second  Amendment")  to reflect  certain
amendments to the Loan Documents.

D. Borrower has requested  that FINOVA agree to certain  further  amendments of
the Loan  Documents to reflect certain changes.

         NOW  THEREFORE,   with  the  foregoing  Background  hereinafter  deemed
incorporated  by reference  herein and made a part hereof,  the parties  hereto,
intending to be legally bound, hereby promise and agree as follows:

     1.  Execution of  Non-Recourse  Note.  Notwithstanding  the  provisions  of
Sections  14.2 or 14.11 of the Loan  Agreement  to the  contrary,  Borrower  may
execute and  deliver  the  Non-Recourse  Secured  Promissory  Note and the Stock
Pledge and  Security  Agreement in the form  attached  hereto as Exhibit "A" and
Exhibit "B" collectively,  and the execution thereof shall not cause an Event of
Default.

     2.  Reaffirmation  of  Agreement.  Except  as  expressly  modified  herein,
Borrower hereby affirms all representations and warranties set forth in the Loan
Agreement  again  as of this  date and  warrants  and  represents  that all such
representations  and warranties are true,  accurate and complete in all respects
as of this date and that such warranties and  representations  are hereby deemed
applicable to this Third Amendment and 

<PAGE>

that no Event of Default  exists  under the Loan  Agreement  or would exist
with the passage of time, giving of notice or both.

         3. Conditions Precedent. This  Third   Amendment  shall  not  be
effective until the following conditions have been met to the sole satisfaction
of FINOVA:

          (a) Borrower  shall have  executed and  delivered to FINOVA this Third
     Amendment; and

          (b) Borrower shall deliver to FINOVA any other documents,  instruments
     or agreements required hereunder or requested by FINOVA.

     4. Amendment Fee.  Borrower shall, as a condition to the  effectiveness  of
this Third Amendment,  pay to FINOVA a non-refundable Amendment Fee of $2,500.00
Such fee shall be due and payable at the closing of this Third Amendment.

     5. Miscellaneous:

          (a) Capitalized  Terms.  All capitalized  terms not otherwise  defined
     herein shall have the meanings as set forth in the Loan Documents.

          (b) Third Party Rights. No rights are intended to be created hereunder
     for  the  benefit  of  any  third  party  donee,  creditor,  or  incidental
     beneficiary.

          (c) Headings.  The headings of any  paragraph of this Third  Amendment
     are for convenience  only and shall not be used to interpret any provisions
     hereof.

          (d) Other Instruments. Borrower agrees to execute any other documents,
     instruments and writings,  in form  satisfactory  to FINOVA,  as FINOVA may
     reasonably request, to carry out the intentions of the parties hereunder.

          (e) Modifications. No modification hereof or any agreement referred to
     herein  shall be binding  or  enforceable  unless in writing  and signed on
     behalf of the party against whom enforcement is sought.

          (f) Governing  Law. The terms and  conditions of this Third  Amendment
     shall be governed by the laws of the State of Arizona.




<PAGE>



         IN WITNESS  WHEREOF,  the undersigned  parties have executed this Third
Amendment to Loan and Security Agreement the day and year first above written.

                                     INTELLICALL, INC.

                                     By: /s/ William O. Hunt
                                     -----------------------
                                     Title: Chief Executive Officer

                                     By: /s/ John M. Carradine
                                     -------------------------
                                     Title:  Secretary

FINOVA CAPITAL CORPORATION

By: /s/ Patrick M. Cornell
--------------------------
Title: Assistant Vice President




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