LOAN AGREEMENT

This is a Loan  Agreement  (this  "Agreement")  dated as of September  18, 1995,
among

UNIDIAL INCORPORATED (the "Lender")
12910 Shelbyville Road, Suite 211
Louisville, Kentucky 40243

and

UNIQUEST COMMUNICATIONS, INC. (the "Borrower")
6975 Union Park Center, Suite 340
Midvale, UT  84047

Recitals

The Lender would like to provide to the Borrower, and the Borrower would like to
avail itself of, the Revolving  Credit,  subject to the terms and  conditions of
this Agreement.

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

                                    SECTION I
                                   Definitions

As used in this Agreement, the following terms shall have the following meanings
and the  meanings  assigned  to them  shall be  equally  applicable  to both the
singular and plural forms of the terms defined:

"Accounts  Receivable"  shall mean all (a) rights to payment for any good s sold
or services performed,  whether such right to payment exists on the date of this
Agreement or is created thereafter, and whenever and wherever acquitted, whether
or not such right to payment has been earned by performance,  and whether or not
such right to payment is evidenced by any document, instrument or chattel paper,
and all claims against common  carriers for goods and Inventory lost in transit;
and (b) the  proceeds  or  products  of any of the  foregoing.  The amount of an
Account Receivable shall be the amount of the receivable net of all discounts.

"Borrower  Documents" shall mean,  collectively,  this Agreement,  the Revolving
Credit Note, the Guaranty,  the Stock Pledge Agreement,  the Security  Agreement
and any other  document  to be executed by the  Borrower  which  relates to this
Agreement.

"Capital  Expenditure" shall mean any expenditure by, or obligation incurred by,
a Person for an asset  which will be used in a year or years  subsequent  to the
year in which the expenditure is made or obligation is incurred, and which asset
is  properly  classified  in  relevant  financial  statements  of such Person as
equipment,  real  property or  improvements,  fixed  assets or a similar type of
capitalized asset, all in accordance with GAAP.

"Client Lists" shall mean all of Borrower's right,  title and interest in and to
any and all of its client lists or customer lists.

"Collateral" shall mean the Borrower's Client Lists.

"Contract Rights" shall mean all of the Borrower's right, title and interest in,
to and under the (i) Independent Agent Agreement dated July 25, 1994 between the
Lender and the Borrower; and (ii) the Distributor Agreement between the Borrower
and Automated Solutions, Inc., dated August 31, 1995.

"CPA Firm" shall mean the Borrower's firm of certified public  accountants which
regularly performs accounting services for the Borrower, provided that such firm
is satisfactory to the Lender in the Lender's discretion.

<PAGE>

"Current  Assets" shall mean the amount of the Borrower's  total current assets,
determined on a consolidated basis in accordance with GAAP.

"Current  Liabilities"  shall mean the amount of the  Borrower's  total  current
liabilities, determined on a consolidated basis in accordance with GAAP.

"Dividend"  shall mean any amount declared or paid, or set apart by the Borrower
for the purpose of payment of, (a) any dividend or other  distribution  on or in
respect of any shares of any class of the Borrower's  capital stock,  or (b) the
purchase, retirement,  reacquisition or redemption of any shares of any class of
the Borrower's  capital stock,  or (c) any  distribution  by way of reduction of
capital,  or (d) any other  distribution  on or in  respect of any shares of any
class of the Borrower's capital stock.

"Event of  Default"  shall mean any one of the  occurrences  which are Events of
Default under Section IX of this Agreement.

"Funded Debt" shall mean any obligation of Borrower  payable in whole or in part
more than one (1) year from the date of creation thereof,  which under generally
accepted  accounting  principles is to be shown on the balance sheet of borrower
as a liability, including capitalized lease obligations.

"GAAP" shall mean generally  accepted  accounting  principles applied on a basis
consistent with prior periods.

"Guarantors" shall mean Thomas E. Aliprandi and David E. Shepardson.

"Guaranty" shall mean that Guaranty Agreement dated September 18, 1995, executed
by the Guarantors in favor of the Lender.

"Indebtedness"  shall mean all obligations,  contingent or otherwise,  which, in
accordance  with GAAP,  should be classified  on the obligor's  balance sheet as
liabilities.

"Net After Tax Income" for any period  shall mean either (a) if the CPA Firm has
prepared  compiled  financial  statements  for  that  period  accompanied  by an
unqualified  opinion,  the amount shown in the income  statement  (prepared  and
compiled  by the CPA Firm) as net  income of the  Borrower  after  deduction  of
and/or  allowance for all state and federal  income taxes paid or payable,  less
all items of extraordinary  income; or (b) in all other cases, the net income of
the  Borrower,  after  exclusion  of all items of  extraordinary  income,  after
deduction of all direct and  indirect  expenses,  and after  deduction of and/or
allowance  for all  state and  federal  income  taxes  paid or  payable,  all as
determined in accordance with GAAP.

"Net Cash  Flow"  shall mean the sum of (a) Net After Tax  Income,  plus (b) all
non-cash charges (such as deferred taxes,  depreciation and amortization of good
will) which, in determining  Net After Tax Income for any period,  were deducted
from the  Borrower's  gross  income  for such  period,  minus the sum of (1) the
aggregate  amount  of  Capital  Expenditures  for  that  period,  plus  (2)  any
Dividends,  for that period, plus (3) all Principal  Repayments for that period,
all in accordance with GAAP.

"Net  Income"  shall  mean  either  (a) if the CPA  Firm  has  prepared  audited
financial  statements for the period in question,  accompanied by an unqualified
opinion,  the amount shown in the income statement  (prepared and audited by the
CPA Firm) as net income,  less all items of extraordinary  income; or (b) in all
other cases,  the net income of the  Borrower,  after  exclusion of all items of
extraordinary  income and after  deduction of all direct and indirect  expenses,
all as determined in accordance with GAAP.

"Net Worth" shall mean the sum of the Borrower's retained earnings, profit after
tax and amount  for  capital  stock.  In  determining  Net  Worth,  the  amounts
representing  retained  earnings,  profit  after tax and capital  stock shall be
determined for the Borrower in accordance with GAAP.

"Person" shall mean any individual, partnership, association, trust, corporation
or other entity.

<PAGE>

"Prime Rate" shall mean the prime rate as published by the Wall Street  Journal.
The prime rate listed in the Wall street  Journal for the last  business  day of
each month shall be the Prime Rate for that entire month and shall be applied to
the average daily balance outstanding for that month.

"Principal  Repayments" shall mean all expenditures by, or obligations  existing
with respect to or incurred by, a Person for the  repayment of any principal of,
on,  or  in  connection  with  any  Funded  Debt,  including  (for  purposes  of
illustration, and not for purposes of limitation) principal payments required as
the short term portion of any Funded Debt, and principal payments required on or
in connection with the Revolving Credit Loan, all in accordance with GAAP.

"Request  for  Disbursement"  shall  mean  either  (a) a written  request by the
Borrower for a Revolving Credit Loan in form,  substance and detail satisfactory
to the Lender, signed by an authorized Person as provided in Section 3.04 or (b)
an oral request on behalf of the Borrower,  as provided in Section  3.04,  for a
Revolving  Credit Loan providing the same  information as is included in Annex D
to this Agreement.

"Revolving  Credit"  shall  have  the  meaning  given it in  Section  II of this
Agreement.

"Revolving  Credit Loan" shall mean any single extension of credit by the Lender
to the Borrower pursuant to Section 3.01 of this Agreement, and the total of all
existing  Revolving  Credit  Loans  outstanding  at  any  one  time  within  the
limitations of Section 3.02 of this Agreement.

"Revolving  Credit Note" shall mean the promissory note dated September  18,1995
by the Borrower,  in the face principal amount of Three Hundred Thousand Dollars
$300,000.00,  and substantially in the form of Annex A attached hereto,  and any
note  delivered  in renewal,  replacement,  substitution,  extension or novation
thereof.

"Security Agreement" shall mean the Security Agreement dated as of September 18,
1995,  between the Borrower  and the Lender  referred to in Section 5.01 of this
Agreement,  and substantially in the form attached hereto as Annex B, as amended
from time to time.

"Shareholders"   shall  mean  Thomas  E.  Aliprandi,   holder  of  7,300  shares
(certificate  number 001) and David E.  Shepardson,  III, holder of 2,000 shares
(certificate number 002).

"Tangible Net Worth" shall mean the New Worth of the Borrower minus the value of
any intangible assets,  including,  without limitation,  organization  expenses,
patents, trademarks,  copyrights,  goodwill, research and development,  training
cost and unamortized debt discount.

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

"Unmatured  Default" shall mean the happening of any material  breach under this
Agreement,  including  but not  limited  to failure  to pay any  installment  of
principal of interest of the Revolving  Credit Note when due, or a breach of the
financial  covenants under this Agreement,  or other similar material breach the
happening  of which,  together  with the  giving of any  required  notice or the
passage of any required period of time, would constitute an Event of Default.

                                   SECTION II
                              The Revolving Credit

The Lender hereby  establishes the Revolving  Credit in favor of the Borrower as
follows:

2.01     Amount  of  Revolving  Credit.  The  maximum  principal  amount  of the
         Revolving Credit shall be Three Hundred Thousand Dollars ($300,000.00).

<PAGE>

2.02     Term of Revolving  Credit.  The Revolving Credit is effective as of the
         date of this  Agreement,  and,  unless the  Revolving  Credit is sooner
         terminated or extended as provided in this Agreement, shall continue in
         effect until July 1, 1997.  Unless sooner  extended or terminated,  the
         Revolving  Credit shall  terminate on July 1, 1997,  and thereafter the
         Borrower  shall not be  entitled  to obtain  any  additional  Revolving
         Credit Loans hereunder.

2.03     Termination of Revolving  Credit.  The Lender shall have the right,  at
         its sole option and absolute  discretion,  to terminate  the  Revolving
         Credit upon the  occurrence of any Event of Default and upon giving the
         Borrower notice of termination. The termination of the Revolving Credit
         shall not in any way release the Borrower  form its  obligations  under
         this Agreement,  nor shall it terminate this Agreement.  The provisions
         of this  Agreement and the security  interests  created by the Security
         Agreement  shall  continue  in full force and effect  until all amounts
         owed by the Borrower to the Lender, including interest,  penalties, and
         other charges, shall have been paid in full.

2.04     Extension  of Revolving  Credit.  The Lender is under no duty to extend
         the period of the Revolving Credit beyond July 1, 1997.  Before,  at or
         after the  termination of the Revolving  Credit,  the Lender may extend
         the  term of the  Revolving  Credit,  on a basis  and  with  terms  and
         conditions  satisfactory to the Lender in its sole discretion,  for one
         or more successive one year terms. Any such extension must be done in a
         writing  signed  by  the  Lender  and  specifically  providing  for  an
         extension of the Revolving Credit in order to be binding on the Lender.
         Upon any extension of the period of the Revolving Credit,  the Security
         Agreement and the other Borrower  Documents  shall remain in effect and
         shall continue to apply to the Revolving Credit Note, as extended,  (or
         to a renewal or replacement  note for the Revolving Credit Note, or its
         replacement),  until that Revolving Credit Note, as extended,  (or to a
         renewal  or  replacement  not for the  Revolving  Credit  Note,  or its
         replacement), until that Revolving Credit Note, as extended, renewed or
         replaced, shall have been paid in full.

                                   SECTION III
                           The Revolving Credit Loans

3.01     Revolving  Credit  Loans.  Subject to the terms and  conditions of this
         Agreement, so long as the Revolving Credit remains in effect and is not
         terminated,  and no Unmatured Default or Event of Default has occurred,
         the Lender shall grant the Borrower such Revolving  Credit Loans as the
         Borrower  may  request  from  time  to  time  in  accordance  with  the
         provisions  of this  Agreement.  The  unpaid  principal  balance of the
         aggregate  of the  Revolving  Credit  Loans  shall bear  interest at an
         annual  rate equal to the Prime Rate as  published  in the Wall  Street
         Journal for the last  business  day of each  month,  which shall be the
         Prime  Rate for the entire  month and shall be  applied to the  average
         daily balance outstanding for that month, plus two percent (2.0%), from
         the date the  first  Revolving  Credit  Loan is made  pursuant  to this
         Agreement  until the entire  principal  balance of the aggregate of the
         Revolving  Credit Loans has been paid. The interest rate  applicable to
         the  Revolving  Credit Loans shall be adjusted on the last business day
         of each month.  The  Revolving  Credit  Loans shall be evidenced by and
         payable in accordance  with the terms of the Revolving  Credit Note and
         on the terms of this Agreement. In the event of any discrepancy between
         the terms of the executed Revolving Credit Note and this Agreement, the
         terms of the Revolving Credit Note shall prevail.

3.02     Maximum Amount. At no time shall the aggregate unpaid principal balance
         of all Revolving Credit Loans made pursuant to this Agreement which are
         outstanding  at any one time  exceed  THREE  HUNDRED  THOUSAND  DOLLARS
         ($300,000.00).

3.03     Purposes of the  Revolving  Credit  Loans.  Proceeds  of the  Revolving
         Credit  Loans  shall  be  used by the  Borrower  for  general  business
         purposes  which  shall be approved  by the  Lender,  specifically,  the
         Borrower  shall  use the  proceeds  from its  initial  draw to make the
         following payments:

                  Automated Solutions license fee                $150,000.00
                  Accounts payable                                  8,856.00
                  Wages payable                                    16,363.00
                  Commissions payable                              17,781.00
                  Working Capital and Cash Reserves                 7,000.00
                                                                  -----------
                  Total of Anticipated Initial Draw Proceeds      $200,000.00
<PAGE>

3.04     Procedures and Conditions.  Each Revolving  Credit Loan obtained by the
         Borrower shall be subject to the following terms and conditions:

         (a) Each Revolving Credit Loan obtained by the Borrower shall be in the
             minimum principal sum of One Thousand Dollars ($1,000.00).
         (b) Whenever the Borrower  desires to obtain a Revolving Credit Loan it
             shall  deliver to the  Lender a Request  for  Disbursement  (either
             orally or in  writing)  (unless  waived by the  Lender in  writing)
             before the day on which it wishes to have the fund made  available.
             Each such Request for Disbursement  shall specify the amount of the
             Revolving  Credit Loan  requested,  the date on which the  Borrower
             desires the funds to be made  available,  and the purpose for which
             the  Revolving  Credit  Loan  is  requested.  The  Borrower  hereby
             authorizes the treasurer of the Borrower, and any person designated
             by the board of directors of the Borrower  pursuant to a resolution
             which has been  certified to the Lender by the corporate  secretary
             or an assistant corporate secretary of the Borrower, to make either
             an oral  or a  written  Request  for  Disbursement.  As long as the
             Lender  believes in good faith that the person  actually making any
             oral Request for  Disbursement is, in fact, such treasurer or other
             person  designated by the Borrower's  board of directors,  then any
             Revolving  Credit  Loan  made  as  a  result  of  the  Request  for
             Disbursement  shall be deemed to have been made pursuant to a valid
             and authorized Request for Disbursement,  regardless of whether the
             maker of the  Request  for  Disbursement  was  truly  who he or she
             claimed to be.
         (c) The Borrower  shall not be entitled to obtain any Revolving  Credit
             Loan if any Event of Default or  Unmatured  Default  shall exist at
             the time of the  making of the  Request of  Disbursement,  or would
             exist upon the making of the Revolving Credit Loan requested,  even
             if the Lender does not elect to terminate the Revolving Credit as a
             Borrower with notice of any  determination  by the Lender to refuse
             to make additional advances of the Revolving Credit Loan because of
             the  existence  of an  Unmatured  Default  as soon  as  practicable
             following any such determination,  and the Lender acknowledges that
             the Borrower  shall again be entitled to advances of the  Revolving
             Credit  Loan if, in such  event,  such  Unmatured  Default is cured
             prior to the occurrence of any Event of Default.
         (d) The Borrower  shall not be entitled to obtain any Revolving  Credit
             Loan if immediately  after making the Revolving Credit Loan were to
             be made,  the  aggregate  of the  unpaid  principal  balance of the
             Revolving  Credit Loans would exceed the maximum  amount  permitted
             under Section 3.02.
         (e) All Revolving Credit Loans shall be made in strict  compliance with
             the terms and  provisions  of this  Agreement,  unless  the  Lender
             elects  in its sole  discretion  to waive  nay of those  terms  and
             conditions.  The waiver of any terms and conditions with respect to
             any one Revolving  Credit Loan shall not constitute a waiver of the
             same or any other  terms or  conditions  with  respect to any other
             Revolving Credit Loan.
         (f) Each request by the Borrower for a Revolving  Credit Loan hereunder
             shall  constitute the making of the following  representations  and
             warranties by the Borrower to the Lender:

             1)     That the  Borrower  is then,  and at the time the  Revolving
                    Credit Loan  actually is made will be,  entitled  under this
                    Agreement to obtain that Revolving Credit Loan; and

             2)     That all of the covenants,  agreements,  representations and
                    warranties  made by the Borrower in this  Agreement,  and in
                    the Security  Agreement and in any writing  delivered to the
                    Lender by or on behalf of the  Borrower,  are true,  correct
                    and  complete  in  all  material  respects,  and  have  been
                    complied in all material respects (to the extent required by
                    the terms thereof) with, as of such dates.

3.05     Notation of Disbursements and Payments.  Disbursements of, and payments
         of principal with respect to, Revolving Credit Loans shall be evidenced
         by  notations  by the Lender in its books and records  showing the date
         and amount of each advance and each payment of principal. The principal
         amount  outstanding  under the Revolving  Credit Note from time to time
         shall  also be  recorded  by the Lender in its books and  records.  The
         aggregate  amount of all  disbursements  of Revolving Credit Loans made
         and shown on the Lender's  books and records,  over all of the payments
         of principal  made by the  Borrower and recorded on the Lender's  books
         and records, shall be prima facie evidence of the outstanding principal
         balance due under the Revolving Credit Note.

<PAGE>

                                   SECTION IV
                     Payments of the Revolving Credit Loans

4.01     Optional and Mandatory Revolving Credit Note Principal Payment.

         (a)  The  Borrower  may  make  optional  prepayments  of  principal  of
              Revolving  Credit  Loans  from  time to time.  Those  payments  of
              principal of Revolving  Credit  Loans may not be  reborrowed  once
              repaid.
         (b)  The  Borrower  shall pay to the Lender the  outstanding  principal
              balance of all Revolving Credit Loans on July 1, 1997, unless this
              Agreement is sooner extended or terminated in accordance with this
              Agreement.

4.02     Revolving  Credit Note Interest  Payments.  The Borrower  shall pay all
         accrued but unpaid interest on the outstanding principal balance of all
         Revolving  Credit  Loans on November  1, 1995,  and on the first day of
         each  calendar  month  thereafter  during  such  time as any  principal
         balance of Revolving Credit Loans remains unpaid.

                                    SECTION V
                     Security for the Revolving Credit Loans

5.01     Security for the Revolving  Credit Loans. The Revolving Credit Note and
         the Revolving  Credit Loans evidenced  thereby are and shall be secured
         by and entitled to the benefits of all of the following:

         (a)  Right of Offset.  The  Revolving  Credit Loans shall be secured by
              the right of offset provided in Section 10.01 of this Agreement.
         (b)  Security  Interest in the  Borrower's  Collateral.  The  Revolving
              Credit Loans shall also be secured by a security  interest granted
              by the  Borrower  in the  Borrower's  Collateral,  pursuant to the
              Security  Agreement  substantially  in the form  attached  to this
              Agreement as Annex B.

                                   SECTION VI
                              Conditions Precedent

6.01     Conditions  Precedent  to the  Revolving  Credit  Loans.  The  Lender's
         obligation to provide the Borrower with the first Revolving Credit Loan
         shall  be  conditioned  upon  the  fulfillment  of  all  the  following
         conditions:

         (a)  Resolutions.  The Borrower  shall have furnished the Lender with a
              certified  copy of the  resolutions  of its board of directors (1)
              authorizing  the  execution  of  the  following  documents:   this
              Agreement,  the Revolving Credit Note, the Security Agreement, and
              any other documents, instruments and agreements referred to herein
              which are  required to be executed  and  delivered by the Borrower
              and (2) authorizing consummation of the transactions  contemplated
              by, and performance of this Agreement.
         (b)  Opinion of Counsel.  The Borrower shall have furnished the Lender,
              at the  Borrower's  expense,  with  the  legal  opinion  of Jon V.
              Harper, Esq., as counsel for the Borrower addressed to the Lender,
              dated the date of the Revolving  Credit Note,  satisfactory to the
              Lender and its  counsel  and  substantially  in the form  attached
              hereto as Annex E.
         (c)  Certificates of Incumbency.  The Borrower shall have furnished the
              Lender with a certificate of its secretary certifying the names of
              the  officers  of the  Borrower  authorized  to sign the  Borrower
              Documents, together with the true signatures of such officers.
         (d)  Executed  Agreements.  The  Borrower  shall have duly  executed or
              shall have caused the Guarantors and  Shareholders to execute each
              of the following  documents and shall have delivered to the Lender
              the following:

                           1.       this Agreement;
                           2.       the Revolving Credit Note;
                           3.       the Security Agreement;
                           4.       the Guaranty Agreement;

<PAGE>

                           5.       the Stock Pledge Agreement;
                           6.       such financing statements or other documents
                                    for  filing  with  public   officials   with
                                    respect  to the  Security  Agreement  as the
                                    Lender may request.

         (e)  Representations and Warranties.  Each and every representation and
              warranty  made by or on behalf of the  Borrower  at the time of or
              after the  execution  of this  Agreement  relating to the Borrower
              Documents or the transactions  contemplated thereby shall be true,
              complete and correct on and as of the date such  Revolving  Credit
              Loan is to be made.
         (f)  No  Defaults.  There shall exist no Event of Default or  Unmatured
              Default which has not been cured to the Lender's satisfaction.
         (g)  No Change in the  Borrower's  Condition.  There shall have been no
              material adverse change in the condition,  financial or otherwise,
              or the Borrower  from that  existing on the date of the  financial
              statements described in Section 8.06 of this Agreement.
         (h)  Documentation.  The Borrower shall have complied with Section 3.04
              of this Agreement in all respects, and delivered all documents and
              instruments required thereby.
         (i)  Recordings  and  Filings.   All  financing   statements  or  other
              instruments  as  the  Lender  may  reasonably  request  have  been
              executed  and  delivered  by the Borrower and filed or recorded in
              such  public  offices  as the Lender  may  request to perfect  and
              maintain the perfection of the security interests which secure the
              Revolving Credit Loans.
         (j)  Assurances and Opinions for Property Outside Kentucky.  The Lender
              shall have  received  reports of  searches  of  personal  property
              records from the appropriate reporting agency in the State of Utah
              and in any state outside Utah in which any  Collateral is located;
              which do not  disclose  any  security  interest in the  Collateral
              existing  as of the  date of this  Agreement  that is prior to the
              Lender's  security  interest in such  Collateral,  on or after the
              perfection of the Lender's  security  interest in such Collateral.
              The Lender may obtain such reports, but the Borrower shall pay all
              costs associated with obtaining them.

         (k)  Insurance  Certificates.   The  Lender  shall  have  received  the
              certificates  of  insurance  required  by  Section  7.01  of  this
              Agreement.

         (l)  Counsel Fees.  The Borrower  shall have paid the Lender's  counsel
              fees and expenses in accordance with Section XI of this Agreement.

6.02     Conditions Precedent to Subsequent Revolving Credit Loans. The Lender's
         obligation  to make  Revolving  Credit Loans after the first  Revolving
         Credit  Loan shall be  conditioned  upon the  fulfillment  prior to the
         making of each such Revolving  Credit Loan of the conditions set out in
         paragraphs  (f), (g), (h) and (i) of Section 6.01 of this Agreement and
         to the further  condition that the  representations  set out in Section
         3.04(f) are true, complete and correct.

6.03     Conditions  Subsequent.  The  Lender's  obligation  to continue to make
         Revolving  Credit Loans shall be conditioned upon the fulfillment on or
         before September 20, 1995, of each of the following conditions:

         (a)  Assurances  and  Opinions for Property  Outside  Utah.  The Lender
              shall have  received  reports of  searches  of  personal  property
              records from the appropriate reporting agency in the State of Utah
              and in any state outside Utah in which any  Collateral is located;
              which do not  disclose  any  security  interest in the  Collateral
              existing  as of the  date of this  Agreement  that is prior to the
              Lender's  security  interest in such  Collateral,  on or after the
              perfection of the Lender's  security  interest in such Collateral.
              The Lender may obtain such reports, but the Borrower shall pay all
              costs associated with obtaining them.

                                   SECTION VII
                                General Covenants

During the term of this  Agreement,  the Borrower  shall comply with, all of the
following provisions:

7.01     Insurance.  The Borrower shall maintain insurance as follows:

<PAGE>

         (a)  Liability  Insurance.  The  Borrower at its own cost and  expense,
              shall procure, maintain and carry in full force and effect general
              liability,  public  liability,  workers'  compensation  liability,
              environmental  hazard liability and property damage insurance with
              respect to the  actions  and  operations  of the  Borrower to such
              extent,  in such amounts and with such  deductibles as are carried
              by prudent  businesses  similarly  situated,  but in any event not
              less than the amounts of coverage  per person and per  occurrence,
              and  with  the  deductibles,  as are  provided  in the  Borrower's
              insurance  in  effect  on the  date  of  this  Agreement.  Without
              limiting the foregoing,  such  insurance  shall insure against any
              liability for loss, injury,  damage or claims caused by or arising
              out of or in  connection  with  the  operation  of the  Borrower's
              business including injury to or death of the Borrower's employees,
              agents or any other persons and damage to or destruction of public
              or private property.

         (b)  Physical  Damage  Insurance.  The  Borrower  at its own  cost  and
              expense,  shall  insure all of its  insurable  properties  to such
              extent,  against  such  hazards  (including,  without  limitation,
              environmental  hazards),  in the amount of coverage  and with such
              deductibles  as  are  carried  by  prudent  businesses   similarly
              situated,  but in any event insuring against such hazards and with
              such  coverages and  deductibles as are provided in the Borrower's
              insurance  in  effect  on the date of this  Agreement,  and in any
              event in amounts of coverage not less than the insurable  value of
              the property insured.

         (c)  General Insurance Requirements.

                 (1) All  insurance  which the  Borrower is required to maintain
                     shall be  satisfactory  to the  Lender in form  amount  and
                     insurer.   Such  insurance  shall  provide  that  any  loss
                     thereunder  shall be payable  notwithstanding  any  action,
                     inaction,  breach  of  warranty  or  condition,  breach  of
                     declarations,   misrepresentation   or  negligence  of  the
                     Borrower.  Each policy  shall  contain an  agreement by the
                     insurer  that,  notwithstanding  lapse of a policy  for any
                     reason,  or right of  cancellation  by the  insurer  or any
                     cancellation  by the Borrower such policy shall continue in
                     full  force  for the  benefit  of the  Lender  for at least
                     thirty (30) days after written notice thereof to the Lender
                     and the  Borrower,  and no  alteration  in any such  policy
                     shall be made except upon thirty (30) days  written  notice
                     of such proposed  alteration to the Lender and the Borrower
                     and written approval by the Lender. At or before the making
                     of the first Loan,  the Borrower  shall  provide the Lender
                     with  certificates  evidencing its due compliance  with the
                     requirements of this section.
                 (2) Prior to the  expiration  date of any  policy of  insurance
                     maintained  pursuant to this Agreement,  the Borrower shall
                     provide  the  Lender  with  a   certificate   of  insurance
                     evidencing the acquisition of a new policy, or an extension
                     or renewal of an existing policy, evidencing the Borrower's
                     due compliance with this section.

7.02     Taxes and Other Payment Obligations.

         (a)  The  Borrower  shall  pay and  discharge,  or cause to be paid and
              discharged,  before  any of them  become in  arrears,  all  taxes,
              assessments,  governmental charges,  levies, and claims for labor,
              materials  or  supplies  which if  unpaid  might  become a lien or
              charge upon any of their  property,  and all of their other debts,
              obligations and liabilities.

         (b)  The  Borrower  may  refrain  from  paying  any  amount it would be
              required to pay  pursuant to  subparagraph  (a) of this section if
              the validity or amount thereof is being contested in good faith by
              appropriate  proceedings  timely instituted which shall operate to
              prevent the collection or enforcement of the obligation contested,
              provided  that if the  Borrower  is engaged in such a contest,  it
              shall  have  set  aside on its  books  appropriate  reserves  with
              respect thereto. If the validity or amount of any such obligations
              in excess of TWENTY-FIVE  THOUSAND DOLLARS  ($25,000.00)  shall be
              contested  pursuant to the  provisions of this  subparagraph,  the
              Borrower shall notify the Lender  immediately upon the institution
              of the proceedings contesting the obligation.

7.03     Financial Statements.

<PAGE>

         (a)  Annual Statements.  As soon as available,  and in any event within
              one hundred  twenty  (120) days after the end of each fiscal year,
              the Borrower shall furnish to the Lender a compiled balance sheet,
              income  statement,  and  statement  of profit  and  loss,  showing
              sources and uses of income,  for such fiscal year,  together  with
              comparative figures for the last preceding fiscal year prepared by
              the CPA Firm,  and also together with the  unqualified  opinion of
              the CPA Firm in form and  substance  satisfactory  to the  Lender.
              Together  with  such  annual  compiled  financial  statements  and
              opinion, the Borrower shall furnish the Lender with the CPA Firm's
              statement  that the CPA Firm has reviewed the  provisions  of this
              Agreement  and  nothing  has come to the CPA Firm's  attention  to
              cause it to believe that any Event of Default or Unmatured Default
              exists  as of the date of the  statement,  or,  if such is not the
              case,  specifying  such Event or Default or Unmatured  Default and
              the  nature  thereof,  and the action  the  Borrower  will take to
              correct it.

         (b)  Monthly   Statements.   As  long  as  the  Lender  has   submitted
              appropriate  billing  reports  in a  timely  manner,  as  soon  as
              available,  and in any event  within  thirty  (30) days  after the
              close of each  calendar  month,  the  Borrower  shall  furnish the
              Lender with a balance sheet,  income  statement,  and statement of
              profit and loss,  showing  sources  and uses of  income,  for such
              month,  together with comparative  figures for both the month just
              ended and the portion of the fiscal year then ended, unaudited but
              accompanied by a certificate signed by the chief financial officer
              of the Borrower  stating that such  statements  have been properly
              prepared in accordance with GAAP and are materially correct.

         (c)  Additional  Financial  Information.  The Borrower shall deliver to
              the Lender:

                 (1) Promptly upon receipt thereof, all detailed reports, if any
                     (excluding  working  drafts),  submitted to the Borrower by
                     the CPA Firm in connection with each annual  compilation of
                     the Borrower's books by the CPA Firm.
                 (2) Within  thirty  (30)  days  after the  respective  dates of
                     filing the  corporate  federal  income  tax  returns of the
                     Borrower for each year, a written  statement  signed by the
                     CPA  Firm  that  the  firm has  prepared  or  reviewed  the
                     Borrower's  federal income tax returns for such year and in
                     the firm's  opinion the  provisions for federal taxes based
                     on the  Borrower's  income,  as recorded  in the  accounts,
                     represents  an adequate  estimate of the  liability  of the
                     Borrower for federal taxes based on income.
                 (3) Promptly  upon  their  becoming  available,  copies  of all
                     financial  statements,  reports,  notices of  meetings  and
                     proxy  statements  which  the  Borrower  shall  send to its
                     stockholders.
                 (4) Within ten (10) days after the filing thereof in the office
                     of the  Secretary of Stare of the State of Utah,  certified
                     copies of all  amendments  to the  Borrower's  Articles  of
                     Incorporation.
                 (5) Such additional  information  with respect to its financial
                     condition as may be reasonably requested by the Lender from
                     time to time.

7.04     Financial Records. The Borrower shall maintain a standard modern system
         of accounting in which full,  true and correct entries shall be made of
         all dealings or transactions in relation to its business and affairs in
         accordance with generally accepted  accounting  principles applied on a
         basis  consistent  with prior  years and,  without  limitation,  making
         appropriate accruals for estimated contingent losses and liabilities.

7.05     Properties.  The  Borrower  shall  maintain  its  fixed  assets in good
         condition, subject only to normal wear and tear, and make all necessary
         and proper  repairs,  renewals and  replacements.  The  Borrower  shall
         comply with all material leases and other material  agreements in order
         to prevent loss or forfeiture,  unless compliance is being contested in
         good faith by appropriate  proceedings  timely  instituted  which shall
         operate to prevent  enforcement of the loss or  forfeiture.  The Lender
         shall  have the right to inspect  the  Borrower's  fixed  assets at all
         reasonable times, and from time to time.

7.06     Corporate Existence and Good Standing.  The Borrower shall preserve its
         corporate existences in good standing and shall be and remain qualified
         to do  business  and in good  standing in all states and  countries  in
         which it is required to be so qualified.

<PAGE>

7.07     Notice Requirements.

         (a)  Default. The Borrower shall cause its President, or in his absence
              an officer of the Borrower  designated by it, to notify the Lender
              in writing  within three (3) days,  after the Borrower,  or any of
              the Borrower's  officers or directors,  has notice of any Event of
              Default or Unmatured Default or has notice that any representation
              or warranty made in this Agreement,  or in any related document or
              instrument,  for any  reason  was not  true and  complete  and not
              misleading  in any material  respect when made.  Such notice shall
              specify the nature of such Event of Default or  Unmatured  Default
              and the action the Borrower has taken or will take to correct it.

         (b)  Material Litigation. The Borrower promptly shall notify the Lender
              in writing of the  institution  or existence of any  litigation or
              administrative proceeding to which the Borrower may be or become a
              party which might  involve any  material  risk of any  judgment or
              liability  which (1) would be in  excess of  TWENTY-FIVE  THOUSAND
              Dollars  ($25,000.00),  or  (2)  would  otherwise  result  in  any
              material  adverse  change in the  Borrower's  business,  assets or
              condition, financial or otherwise.

         (c)  Other Information.  From time to time, upon request by the Lender,
              the  Borrower  shall  furnish  to  the  Lender  such   information
              regarding the Borrower's business, assets and condition, financial
              or otherwise,  as the Lender may  reasonably  request.  The Lender
              shall have the right during  reasonable  business hours to examine
              all of the Borrower's business and financial books and records and
              to make  notes and  abstracts  therefrom,  to make an  independent
              examination of the Borrower's books and records for the purpose of
              verifying  the  accuracy of reports  delivered by the Borrower and
              ascertaining compliance with this Agreement.

7.08     Revolving  Credit Note and Security  Agreement.  The Borrower shall pay
         the  Revolving  Credit  Note in  accordance  with  its  terms,  and the
         Borrower shall comply with the provisions of the Security Agreement.

7.09     Compliance with Law. The Borrower shall comply in all material respects
         with (a) all valid and applicable  statutes,  rules and  regulations of
         the United States of America, of the States thereof and their counties,
         municipalities  and other  subdivisions  and of any other  jurisdiction
         applicable  to the Borrower;  (b) the orders,  judgments and decrees of
         all  courts  or  administrative  agencies  with  jurisdiction  over the
         Borower; or its business;  and (c) the provisions of licenses issued to
         the  Borrower  except  where  compliance  therewith  shall be currently
         contested in good faith by appropriate proceedings,  timely instituted,
         which   shall   operate  to  stay  any  order  with   respect  to  such
         non-compliance.

7.10     Liens. Except for liens permitted in this Agreement, the Borrower shall
         not (a) create or incur or suffer to be created or incurred or to exist
         any encumbrance,  mortgage,  pledge, lien, charge, restriction or other
         security interest of any kind upon any of the Collateral, whether owned
         or held on the date of this Agreement or acquired  thereafter,  or upon
         the income or profits therefrom, or (b) transfer any such Collateral or
         the income or profits  therefrom for the purpose of subjecting the same
         to payment  of  indebtedness  or  performance  of any other  obligation
         except  payments made in accordance with Section 7.02 of this Agreement
         or  payments  made to the  Lender  in  accordance  with the  terms  and
         provisions  of this  Agreement,  or (c)  acquire,  or  agree or have an
         option to acquire,  any Collateral upon conditional sale or other title
         retention or purchase money security agreement,  device or arrangement,
         or (d) sell or  transfer,  assign,  or pledge any  Collateral,  with or
         without  recourse.  The Borrower  may incur or create,  or suffer to be
         incurred or created or to exist, the following liens without  violating
         the provisions of this Section 7.10:

                 (1) Statutory  liens to secure  claims for labor,  material  or
                     supplies to the extent that  payment  thereof  shall not at
                     the time be required to be made in accordance  with Section
                     7.02 of this Agreement.

                 (2) Deposits or pledges made in  connection  with, or to secure
                     payment of, workers' compensation,  unemployment insurance,
                     old age pensions or other social security, or in connection

<PAGE>

                     with contest,  to the extend the payment  thereof shall not
                     at that  time be  required  to be made in  accordance  with
                     Section 7.02 of this Agreement.

                 (3) Statutory  liens for taxes or assessments  or  governmental
                     charges  or  levies  if  payment  shall  not at the time be
                     required to be made in accordance with Section 7.02 of this
                     Agreement.

                 (4) Purchase money liens or security  interests with respect to
                     property  acquired by the Borrower with the Lender's  prior
                     written consent, which shall not be unreasonably withheld.

                 (5) Statutory liens (and contractual  liens that provide to the
                     secured party no greater rights than  equivalent  statutory
                     liens) to secure  payment  of rent or lease  payments  with
                     respect to leases of real  property to the extent that such
                     payments  shall not at the time be  required  to be made in
                     accordance with Section 7.02 of this Agreement.

7.11     Letters of Credit.  Without the Lender's  prior  written  consent which
         shall  not be  unreasonably  withheld,  the  Borrower  shall  not  have
         outstanding  any  letters  of credit  upon  which the  Borrower  is the
         obligor or guarantor.

7.12     Articles of  Incorporation  and  Bylaws.  Without  the  Lender's  prior
         written consent,  which shall not be withheld or delayed  unreasonably,
         the  Borrower  shall  not  make any  changes  in or  amendments  to its
         articles of incorporation.

7.13     Dividends; Acquisition of Stock; New Shares.

         (a)  Except as provided in  subparagraph  (b) of this  Section 7.13 and
              without  the prior  written  consent of the Lender,  the  Borrower
              shall not declare and pay, or set apart any sum for the purpose of
              payment of, any Dividend.

         (b)  Without  violating  the  provisions  of  subparagraph  (a) of this
              Section  7.13,  and so long as no Event of  Default  or  Unmatured
              Default has occurred and is  continuing,  the Borrower may declare
              and pay,  or set apart any sums for the  purposes  of  payment  of
              Dividends,  with the Lender's prior written consent, which consent
              shall not be unreasonably withheld.

7.14     Mergers, Sales, Transfers and Other Dispositions of Assets. Without the
         Lender's  prior  written  consent,  which  shall  not  be  unreasonably
         withheld or delayed, the Borrower shall not:

         (a)  Be a party to any consolidation, reorganization (including without
              limitation  those  types  referred to in Section 368 of the United
              States Internal Revenue Code of 1986, as amended), "stock-swap" or
              merger;

         (b)  Sell or otherwise transfer any material part of its assets;

         (c)  Purchase all or a substantial  part of the capital stock or assets
              of any corporation or other business enterprise;

         (d)  Effect any change in its capital structure;

         (e)  Liquidate  or  dissolve  or take  any  action  with a view  toward
              liquidation or dissolution.

7.15     Loans.  The  Borrower  shall  not make any loan or  advance  any  funds
         whatsoever to any business,  entity, party or individual,  in excess of
         TEN THOUSAND  DOLLARS  ($10,000.00)  and the  aggregate of any advances
         outstanding shall not exceed FIFTY THOUSAND DOLLARS ($50,000.00) at any
         one time.

7.16     Verification of Financial Information. The Lender may at any time other
         than in connection with an annual  compilation,  and from time to time,
         require that any  determinations of financial  information  provided by
         the  Borrower  to the  Lender  be  verified  by  the  CPA  Firm  at the
         Borrower's expense.

7.17     UniDial    Billings.    The    Borrower    shall    generate    monthly
         telecommunications revenues on its accounts with

<PAGE>

         Lender at or above the  amounts  specified  in  Schedule  7.17 which is
         attached hereto and incorporated herein.

7.18     Gross Revenue. The Borrower shall generate monthly gross revenues at or
         above the amounts  specified in Schedule 7.18 which is attached  hereto
         and incorporated herein by reference.

7.19     Net Income.  The  Borrower  shall have net income (or loss) at or above
         the amounts  specified  in Schedule  7.19 which is attached  hereto and
         incorporated herein.

7.20     Business Ownership.  The Shareholders' equity ownership of the Borrower
         shall  not  fall  below  (i) 80% of the  combined  voting  power of all
         classes of the  Borrower's  capital stock entitled to vote, or (ii) 80%
         of the total value of shares of all classes of the  Borrower's  capital
         stock outstanding.

                                  SECTION VIII
                          Representations and Warrants

         To induce the Lender to enter into this Agreement and to make Revolving
Credit  Loans,  the  Borrower  represents  and warrants to the Lender as follows
(which warranties and representations  shall be deemed to be remade and restated
in full (subject only to changes of circumstances  which (1) are fully disclosed
by the Borrower to the Lender in writing,  describing the changed circumstances,
and (2) do not result in any  violation  of any  condition,  provision,  promise
and/or covenant of this Agreement,  or otherwise result in an Unmatured  Default
or an Event of Default)  whenever a Revolving  Credit Loan is  requested  by the
Borrower):

8.01     Corporate  Organization  and  Existence.  The Borrower is a corporation
         duly organized,  validly existing,  and in good standing under the laws
         of the  State  of  Utah.  The  Borrower  has all  necessary  power  and
         authority  to  carry  on its  business  conducted  on the  date of this
         Agreement.  The  Borrower  is  qualified  to  do  business  as  foreign
         corporation,  and is in good standing, in all states and in all foreign
         countries  in which it owns and  property  or  carries  on  substantial
         activities  or is otherwise  required to be so  qualified,  and is duly
         authorized,   qualified  and  licensed  under  all  laws,   regulations
         ordinances or orders of public  authorities to carry on its business in
         the places and in the manner conducted on the date of this Agreement.

8.02     Right to Act.  No  registration  with or  consent  or  approval  of any
         governmental  agency  of  any  kind  is  required  for  the  execution,
         delivery, performance and enforceability of the Borrower Documents. The
         Borrower has full power and  authority,  corporate  and  otherwise,  to
         execute, deliver and perform the Borrower Documents.

8.03     No Conflicts. The Borrower's execution, delivery and performance of the
         Borrower  Documents  do not,  and will not,  (a) violate  any  existing
         provision of the articles of incorporation or bylaws of the Borrower or
         any law, rule, regulation,  or judgment,  order or decree applicable to
         the Borrower or (b)  otherwise  constitute a default,  or result in the
         imposition  of any  lien  under  (1) any  existing  contract  or  other
         obligation  binding upon the Borrower or its property,  with or without
         the passage of time or the giving of notice or both;  (2) any law, rule
         or regulation  applicable  to the Borrower or its business;  or (3) any
         judgment,  order  or  decree  of any  court  or  administrative  agency
         applicable to the Borrower or its business.

8.04     Authorization.  The execution, delivery and performance by the Borrower
         of the Borrower  Documents has been duly  authorized,  and the Borrower
         Documents have been duly executed and delivered and  constitute  legal,
         valid and binding obligations enforceable against the Borrower.

8.05     Litigation and Taxes.

         (a)  Except for those  matters  described in the  financial  statements
              referenced  in  Section  8.06  of  this  Agreement,  there  is not
              litigation,  at law or in  equity,  or any  proceeding  before any
              federal,  state or municipal court, board or other governmental or
              administrative   agency  pending,  or  to  the  knowledge  of  the
              Borrower,  threatened  which is likely  to  involve  any  material
              judgment  or  liability   against  the  Borrower  or  which  might
              otherwise  result in any material adverse change in the Borrower's
              business,   assets  or  condition,   financial  or  otherwise.  No
              judgment,  decree  or order  of any  federal,  state or  municipal

<PAGE>

              court,  board or other  governmental or administrative  agency has
              been issued  against the  Borrower or any of its assets which has,
              or  might  have,  a  material  adverse  effect  on the  Borrower's
              business, assets or condition, financial or otherwise.

         (b)  The  Borrower  has filed all tax returns  which are required to be
              filed and has paid, or made adequate provision for the payment of,
              all taxes which have or may become due pursuant to such returns or
              pursuant  to  assessments  received.  The  Borrower  knows  of  no
              material  additional  assessments for which adequate reserves have
              not been established, and the Borrower has made adequate provision
              for all current taxes.

8.06     Financial Statements. The Borrower's most recent consolidated financial
         statements  of the type  described  in  paragraphs  (a), (b) and (c) of
         Section 7.03 and dated  September 30, 1995,  have been furnished to the
         Lender.  Those  financial  statements are true and complete,  have been
         prepared in accordance with generally accepted  accounting  principles,
         do not omit  reference to any material  contingent  liabilities  of any
         kind, and fairly present the financial  condition of the Borrower as of
         the date of the financial statements.

8.07     Compliance with Contractual Obligations, Laws and Judgments.

         (a)  The  Borrower  is not in  default  in  the  payment,  performance,
              observance  or  fulfillment  of any of the  material  obligations,
              covenants  or  conditions  contained  in  any  lease,   indenture,
              mortgage, deed of trust, promissory note, agreement or undertaking
              to which it is a party or by which its assets are bound.

         (b)  The Borrower has not violated any applicable  statute,  regulation
              or  ordinance  of the  United  States of  America or of any state,
              municipality  or any  other  subdivision,  jurisdiction  or agency
              thereof,  in any respect  materially  and adversely  affecting the
              Borrower's business,  property,  assets, operations or conditions,
              financial or otherwise.

         (c)  The  Borrower  is not in default  with  respect  to any  judgment,
              order, writ, injunction, decree or demand of any court, arbitrator
              or governmental agency or body.

8.08     No Undisclosed  Liabilities  or Guaranties.  The Borrower does not have
         any material liabilities,  direct or contingent, except as disclosed or
         referred to in the financial  statements referred to in Section 8.06 of
         this  Agreement  or  incurred  by  Borrower  after  such  date  and not
         prohibited by the express terms of this Agreement, nor has the Borrower
         guaranteed,   or  otherwise   become   responsible  for,  the  material
         obligations of any person.

8.09     Title to Properties.  The Borrower has good and marketable title to all
         of its  property  and  assets of all  character,  free and clear of all
         mortgages,  liens, and encumbrances except (a) encumbrances  granted to
         the Lender,  (b) minor  irregularities in title which do not materially
         interfere with the use and enjoyment by the Borrower of such properties
         and assets in the normal course of business as presently conducted,  or
         materially impair the value thereof for such business.

8.10     Trademarks  and Permits.  The  Borrower  possesses  adequate  licenses,
         patents,   copyrights,   trademarks  and  trade  name  to  conduct  its
         businesses  as now  conducted.  Neither  the  Borrower  nor  any of its
         officers,  directors or employees has received  notice or has knowledge
         of any claim that the Borrower has violated any other person's license,
         patent,  copyright,  trademark  or trade name,  or that the  Borrower's
         licenses, patents, copyrights,  trademarks or trade names are currently
         being   infringed.   The   Borrower  has  all   governmental   permits,
         certificates,  consents  and  franchises  necessary  to  carry on their
         businesses  as now  conducted  and to own or lease  and  operate  their
         properties  as now owned,  leased or  operated.  All such  governmental
         permits,  certificates,  consents  and  franchises  are  valid,  and in
         effect, and the Borrower is not in violation thereof,  and none of them
         contains any term,  provision,  condition or limitation more burdensome
         than  generally  applicable  to persons  engaged in the same or similar
         business.

8.11     Disclosure.  Neither  this  Agreement,  nor  any  agreement,  document,
         certificate or statement furnished to the Lender by or on behalf of the
         Borrower  in  connection  with the  transactions  contemplated  by this
         Agreement  contains any untrue  statement of any material fact or omits
         to state any material fact necessary to make the

<PAGE>

         statements  contained  herein or therein not  misleading.  There is not
         fact known to the Borrower which materially and adversely  affects,  or
         in the  future  is likely  to  materially  and  adversely  affect,  the
         Borrower's  business,  operations,  affairs or condition,  financial or
         otherwise, which has not been disclosed to the Lender.

                                   SECTION IX
                                Events of Default

         The occurrence of any one or more of the following shall  constitute an
Event of Default under this Agreement (an "Event of Default"):

9.01     Failure  to  Pay.  If the  Borrower  shall  fail  to pay in  full  an y
         installment  of principal or interest on the Revolving  Credit Note, or
         payments required by Section IV of this Agreement, within five (5) days
         after notice that such payment has become due and is unpaid.

9.02     No Notice  Required.  If the  obligor  with  respect  to the  following
         provisions  shall fail to  observe,  perform  or comply  with any term,
         obligation, covenant, agreement, condition or other provision contained
         in Sections 6.03, 7.02, 7.06, 7.07, 7.10, 7.12, 7.13, 7.14, 7.15, 7.16,
         11.01, or 12.14 of this  Agreement;  if the obligor with respect to the
         following  provisions  shall  for  three  consecutive  months,  fail to
         observe,  perform  or  comply  with  any  term,  obligation,  covenant,
         agreement,  condition  or other  provision  contained in any two of the
         following three Sections:  7.17, 7.18 and/or 7.19 of this Agreement; or
         any Event of Default occurs under the Security Agreement.

9.03     Notice Required.  If the obligor with respect to any term,  obligation,
         covenant,  agreement,  condition or other  provision  (other than those
         referred to in Sections  9.01 or 9.02 hereof)  contained or referred to
         in this Agreement  shall fail to observe,  perform or comply with those
         provisions, and such failure shall not have been fully corrected within
         fifteen (15) days after the Lender has given written  notice thereof to
         the Borrower.

9.04     Falsity  of  Representation  or  Warranty.  If  any  representation  or
         warranty or other  statement  of fact  contained in any of the Borrower
         Documents  or in any writing,  certificate,  report or statement at any
         time  furnished the Lender by or on behalf of the Borrower  pursuant to
         or in  connection  with this  Agreement or the  Revolving  Credit Loans
         shall have been false or  misleading  in any material  respect or which
         shall omit a material fact, whether or not made with knowledge,  at the
         time it was made.

9.05     Judgments. If a final judgment or judgments for the payment of money in
         excess of the sum of Twenty-Five  Thousand Dollars  ($25,000.00) in the
         aggregate,  or with respect to property  with a value in excess of such
         amount,  shall be rendered  against the Borrower  and such  judgment or
         judgments  shall  remain  unsatisfied  for  a  period  of  thirty  (30)
         consecutive  days after the entry  thereof  and within that thirty (30)
         days has not been (a) stayed pending appeal, or (b) discharged.

9.06     Adverse  Financial  Change.  If there  should be any  material  adverse
         change in the financial  condition of the Borrower as determined in the
         Lender's  reasonable   discretion,   from  their  respective  financial
         conditions as shown on the financial  statements referred to in Section
         8.06 of this Agreement,  and such adverse change is not fully corrected
         to  Lender's  reasonable  satisfaction  within  thirty  (30) days after
         notice with respect thereto from the Lender.

9.07     Other  Obligations  to the Lender and its  Affiliates.  If the Borrower
         shall fail to observe  perform or comply  with the terms,  obligations,
         covenants, agreements, conditions or other provisions of any agreement,
         document or instrument other than this Agreement and the other Borrower
         Documents  which the Lender or any of its  affiliates  has entered into
         with the Borrower and which involves  Indebtedness to the Lender or any
         of its affiliates.

9.08     Dissolution or Termination of Existence. If the Borrower or any person,
         firm or  corporation  affiliated  with it,  takes  any  action  that is
         intended to result in the  termination,  dissolution  or liquidation of
         the Borrower.

<PAGE>

9.09     Solvency.

         (a)  If the Borrower  shall (1) have an order of relief  entered in any
              proceeding  filed by it under the federal  bankruptcy  laws (as in
              effect  on the date of this  Agreement  or as they may be  amended
              from time to  time);  (2)  admit  its  inability  to pay its debts
              generally  as they become due;  (3) become  insolvent  in that its
              total  assets  are in the  aggregate  worth  less  than all of its
              liabilities  and it is unable to pay its debts  generally  as they
              become  due;  (4) make a general  assignment  for the  benefit  of
              creditors;  (5) file a petition,  or admit (by answer,  default or
              otherwise) the material  allegations of any petition filed against
              it, in bankruptcy under the federal  bankruptcy laws (as in effect
              on the date of this  Agreement or as they may be amended from time
              to time), or under any other law for the relief of debtors, or for
              the discharge,  arrangement  or compromise of their debts;  or (6)
              consent to the appointment of a receiver, conservator,  trustee or
              liquidator of all or part of its assets.

         (b)  If a petition  shall  have been  filed  against  the  Borrower  in
              proceedings under the federal bankruptcy laws (as in effect on the
              date of this  Agreement,  or as they may be  amended  from time to
              time), or under any other laws for the relief o f debtors,  or for
              the  discharge,  arrangement  or compromise of their debts,  or an
              order  shall be  entered  by any court of  competent  jurisdiction
              appointing a receiver,  conservator,  trustee or liquidator of all
              or part of the  Borrower's  assets,  and such petition or order is
              not dismissed or stayed within sixty (60)  consecutive  days after
              entry thereof.

                                    SECTION X
                              Remedies Upon Default

         Notwithstanding anything to the contrary, if any Event of Default under
this Agreement occurs, the Lender, in its sole discretion, and without notice to
the Borrower,  may (a) terminate the Revolving  Credit,  and the Lender shall be
under no further  obligation to grant any Revolving Credit Loan to the Borrower,
(b) declare the entire  unpaid  balance of the  Revolving  Credit Note,  and all
other obligations of the Borrower under this Agreement to be immediately due and
payable in full,  without any presentment,  demand or notice of any kind, all of
which are hereby waived by the Borrower. In addition, upon the occurrence of any
Event of Default, and at any time thereafter,  unless all Events of Default have
been  remedied  to the full  satisfaction  of the  Lender or waived in a writing
signed by the Lender  specifically  providing the waiver,  the Lender shall have
all of the following rights and remedies and it may exercise one or more of them
singly or in conjunction with others.

10.01    Right to Offset. The Lender shall have the right to set off against, or
         appropriate  and apply  toward the payment of, the  obligations  of the
         Borrower to the Lender,  pursuant to this  Agreement or as evidenced by
         the Revolving Credit Note whether such  obligations  shall have matured
         in due course or by acceleration, and any and all sums and indebtedness
         then held or owed by the  Lender to or for the credit or account of the
         Borrower.  For such purpose the Borrower hereby pledges to and grants a
         security  interest in such other sums and indebtedness of the Lender to
         secure all of the Borrower's  obligations  under this Agreement and the
         Revolving  Credit Note. Such offsets  following an Event of Default may
         occur  without  notice  to or  demand  upon the  Borrower  or any other
         person, all of such notices and demands being hereby waived.

10.02    Enforcement of Rights.  The Lender shall have the right,  to proceed to
         protect  and  enforce  its rights by suit in  equity,  action at law or
         other appropriate  proceedings  either for specific  performance of any
         covenant or condition contained in any of the Borrower Documents, or in
         aid of  the  exercise  of  any  power  granted  in any of the  Borrower
         Documents.

10.03    Rights  Under  Security  Instruments.  The  Lender  shall also have all
         rights  and  remedies  granted  it  under  any and all of the  Security
         Agreement  securing or intending to secure the  Borrower's  obligations
         under  the  Revolving  Credit  Note,  or  any  other   indebtedness  or
         obligation of the Borrower under Borrower Documents.

10.04    Cumulative Remedies.  All of the rights and remedies of the Lender upon
         occurrence  of an Event of Default  shall be cumulative to the greatest
         extent permitted by law, may be exercised successively or concurrently,
         from time to time,  and shall be in addition to all of those rights and
         remedies  afforded the Lender at law, or in

<PAGE>

         equity,  or in bankruptcy.  Notwithstanding  the foregoing,  the Lender
         shall be  entitled  to  recover  from the  cumulative  exercise  of all
         remedies  an  amount  no  greater  than the sum of (a) the  outstanding
         principal  amount of all Revolving  Credit  Loans,  (b) all accrued but
         unpaid  interest with respect to the principal  amount of the Revolving
         Credit  Loans,  (c) any other  amounts that the Borrower is required by
         this  Agreement  to  pay  to  the  Lender  (for  example,  and  without
         limitation,  the  reimbursement  of expenses  and legal fees,  and late
         charges),  and (d) any costs,  expenses or damages  which the Lender is
         otherwise  permitted  to  recover by the terms of this  Agreement.  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.

                                   SECTION XI
                                Fees and Expenses

11.01    Transactions Expenses. The Borrower shall pay to the Lender upon demand
         all  reasonable  out-of-pocket  expenses  incurred  by  the  Lender  in
         connection  with  the  transactions   contemplated  by  this  Agreement
         including,  but not limited to, the Lender's reasonable attorneys' fees
         incurred in preparing the Borrower  Documents and any and all costs and
         fees  incurred  in  connection  with the  recording  or  filing  of any
         documents  or  instruments  in any public  office,  pursuant to or as a
         consequence  of this  Agreement,  or to perfect or protect any security
         for the  Revolving  Credit  Loans.  The Borrower  shall also pay to the
         Lender upon demand all reasonable  out-of-pocket expenses incurred from
         time  to time  in the  administration  of the  Revolving  Credit  Loan,
         including,  without limitation,  any reasonable  out-of-pocket expenses
         (including,  but not limited to, attorneys fees) incurred by the Lender
         if any of the Borrower  Documents  should be amended,  extended  and/or
         renewed from time to time.

11.02    Enforcement  Expenses.  If any Event of Default  shall occur under this
         Agreement,  or any  default  shall  occur  under  any  of the  Borrower
         Documents  or any  related  documents,  the  Borrower  shall pay to the
         Lender,  to the extent  allowable by  applicable  law,  such amounts as
         shall be  sufficient to reimburse the Lender fully for all of its costs
         and expenses  incurred in enforcing  its rights and remedies  under the
         Borrower  Documents  and  any  related  documents,   including  without
         limitation  the Lender's  reasonable  attorneys'  fees and court costs.
         Such amounts shall be deemed to be included in the obligations  secured
         by the Security Agreement.

                                   SECTION XII
                            Miscellaneous Provisions

12.01    Banking Days.  If any  provision of this  Agreement or any of the other
         Borrower  Documents  requires  that the Borrower  make any payment,  or
         otherwise perform any act, on a day on which the Lender is not open for
         business,  then that payment or action shall be deemed to be due on the
         first day thereafter that the Lender is open for business.

12.02    Term of this Agreement. The term of this Agreement shall commence as of
         the date hereof,  and  continue  until all  Revolving  Credit Loans and
         accrued but unpaid  interest  thereon  shall have been paid in full and
         the Borrower shall have paid or performed all of its other  obligations
         hereunder.

12.03    No  Waivers.  Failure or delay by the Lender in  exercising  any rights
         shall not be deemed to be or  operate  as a waiver of that  right,  nor
         shall any right be  exclusive  of any other  right  referred to in this
         Agreement,  or in any other related document, or available at law or in
         equity, by statute or otherwise.  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.

12.04    Course of Dealing.  No course of dealing  between the  Borrower and the
         Lender shall  operate as a waiver of any of the  Lender's  rights under
         any of the Borrower Documents.

12.05    Waivers by the  Borrower.  The  Borrower  herby  waives,  to the extent
         permitted  by  applicable  law,  (a)  all  presentments,   demands  for
         performances,   notices  of   nonperformance   (except  to  the  extent
         specifically

<PAGE>

         required by this  Agreement  or any other of the  Borrower  Documents),
         protest,  notices of protest and notices of dishonor in connection with
         the  Revolving   Credit  Note  (b)  any  requirement  of  diligence  or
         promptness on the part of the Lender in enforcement of its rights under
         the provision of any of the Borrower Documents, and (c) any requirement
         of  marshaling  assets or proceeding  against  persons or assets in any
         particular order.

12.06    Severability.  If any part, term or provision of this Agreement is held
         by any court to be unenforceable or 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  limited so as
         to make it enforceable 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.

12.07    Time of the Essence. Time shall be of the essence in performance of all
         of the Borrower's obligations under the Borrower Documents.

12.08    Benefit and Binding  Effect.  This Agreement shall inure to the benefit
         of the Lender,  its successors and assigns,  and all obligations of the
         Borrower and shall bind their respective  successors and, if and to the
         extent  assignment  is  otherwise  permitted by this  Agreement,  their
         assigns.

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

12.10    Incorporation by Reference. All schedules, annexes or other attachments
         to this Agreement are incorporated into this Agreement as if set out in
         full at the  first  place  in this  Agreement  that  reference  is made
         thereto.

12.11    Entire Agreement; No Oral Modifications.  This Agreement, the schedules
         and annexes  hereto,  and the  documents  and  instruments  referred to
         herein  constitute the entire  agreement of the parties with respect to
         the subject matter hereof, and supersede all prior  understandings with
         respect to the subject matter hereof. No change, modification, addition
         or termination of this Agreement or any of the Borrower Documents shall
         be  enforceable  unless in writing and signed by the party  against who
         enforcement is sought.

12.12    Headings.  The headings used in this Agreement are included for ease of
         reference  only and shall not be  considered in the  interpretation  or
         construction of this Agreement.

12.13    Governing Law. This Agreement and the related documents and instruments
         shall be governed by and construed in  accordance  with the laws of the
         Commonwealth  of  Kentucky,  except to the extent  that the laws of any
         other  state,  province  or  country  where the  Collateral  is located
         require  that the laws of such other state,  province or country  shall
         govern the creation,  perfection or enforcement of the Lender's  rights
         and security interests in such Collateral.

12.14    Assignments.  The  Borrower  may  not  assign  its  rights  under  this
         Agreement  to any other  party.  Any  attempted  assignment  shall be a
         default  under this  Agreement  and shall be null and void.  The Lender
         shall have the right and ability to sell, assign or transfer all or any
         part of its rights and/or  obligations under this Agreement,  and/or to
         participate its rights and obligations  under this Agreement with other
         lenders, and/or to sell participation or participating interests in its
         rights and/or obligations under this Agreement. In furtherance thereof,
         the Lender shall have the right to provide to any Person who  expresses
         an interest in becoming such a buyer, assignee, transferee, participant
         and/or purchaser,  or who actually does become such a buyer,  assignee,
         transferee,  participant, and/or purchaser, such information concerning
         the financial, business and other affairs of the Borrower as the Lender
         may  reasonably  deem  appropriate in the  circumstances.  The Borrower
         hereby authorizes all such disclosures.

12.15    Multiple 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.

<PAGE>

         (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.

12.16    Notices.

         (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)  Except as  provided  in  subsection  (c)  below,  all  notices  or
              communications  under this Agreement shall be in writing and shall
              be  hand-delivered,  sent by  courier,  or mailed  to the  parties
              addressed  as  follows,  and  any  notice  so  addressed  and  (1)
              hand-delivered,  shall  be  deemed  to  have  been  given  when so
              delivered,  or (2) mailed by registered or certified mail,  return
              receipt requested, shall be deemed to have been given when mailed,
              or (3) delivered to a recognized shall package  overnight  courier
              to the address of the intended  recipient  with shipping  prepaid,
              shall be deemed  to have  been  given  when so  delivered  to such
              courier:

                           (1)      If to the Borrower:

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

                                       And copy to:

                                       Mr. Jon V. Harper, Esq.
                                       Suite 700
                                       50 West Broadway
                                       Salt Lake city, UT  84101

                           (2)      If to the Lender:

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

                                       And copy to:

                                       BROWN, TODD & HEYBURN, PLLC
                                       3200 Providian Center
                                       Louisville, KY  40202-3363
                                       Attn:  Mr. C. Edward Glasscock


         (c)  The  Borrower  and the  Lender  may at any time,  and from time to
              time,  change the address or  addresses  to which  notice shall be
              mailed by written  notice  setting  forth the  changed  address or
              addresses.

12.17    Survival  of  Covenants.  All  covenants,  agreements,  warranties  and
         representations made by the Borrower herein shall survive the making of
         each  Revolving  Credit  Loan and the  execution  and  delivery  of the
         Borrower  Documents,  and shall be deemed to be remade and  restated by
         the Borrower each time the Borrower requests a Revolving Credit Loan.

<PAGE>

12.18    Consent to Jurisdiction and Venue. 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
         12.16 above.

12.19    Acknowledgment.   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
         with 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  and  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  signed  this
Agreement as of the date set forth in the preamble  hereto,  but actually on the
date(s) set forth below.

                                      UNIDIAL INCORPORATED


                                    By  /s/  Kenneth D. Richey
                                        ---------------------------------------
                                        Kenneth D. Richey, Secretary/Treasurer

                                    Date:  _____________________


                                    UNIQUEST COMMUNICATIONS, INC.


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

                                    Date:  _____________________

         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.


                                          Notary Public  /s/ Marc Johnson

                                          Commission expires:  May 30, 1999



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

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

<PAGE>

         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

<PAGE>

                                  Schedule 7.17
                                UniDial Billings

                  Oct-95                                               162,750
                  Nov-95                                               156,910
                  Dec-95                                               179,590
                  Jan-96                                               191,560
                  Feb-96                                               182,740
                  Mar-96                                               249,540
                  Apr-96                                               266,360
                  May-96                                               325,010
                  Jun-96                                               374,710
                  Jul-96                                               446,630
                  Aug-96                                               482,600

                                  Schedule 7.18
                                 Gross Revenues

                  Oct-95                                               175,658
                  Nov-95                                               171,335
                  Dec-95                                               195,371
                  Jan-96                                               208,888
                  Feb-96                                               197,398
                  Mar-96                                               268,373
                  Apr-96                                               296,708
                  May-96                                               359,630
                  Jun-96                                               421,443
                  Jul-96                                               499,568
                  Aug-96                                               542,268

                                  Schedule 7.19
                                Net Income (Loss)

                  Oct-95                                               (12,388)
                  Nov-95                                               (12,750)
                  Dec-95                                               (12,152)
                  Jan-96                                               (10,207)
                  Feb-96                                               (13,375)
                  Mar-96                                               (11,780)
                  Apr-96                                                (5,613)
                  May-96                                                (1,885)
                  Jun-96                                                 6,190
                  Jul-96                                                 9,422
                  Aug-96                                                13,544