THIRD AMENDMENT TO REVOLVING CREDIT NOTE

THIS THIRD  AMENDMENT TO LOAN  AGREEMENT  (the "Third  Amendment"),  is made and
entered into as of this 31st day of January,  1998,  by and between (a) UNIQUEST
COMMUNICATIONS,  INC., a Utah  corporation  with  principal  office and place of
business in Midvale, Utah ("Borrower") and (b) AGENT FINANCIAL SERVICES,  LLC, a
Kentucky  limited  liability  company  with an office and place of  business  in
Louisville, Kentucky (the "Lender").

                              PRELIMINARY STATEMENT

A.       Pursuant to that certain Loan Agreement dated as of September 18, 1995,
         between the Borrower and the Lender,  the Lender has established a line
         of credit in the  principal  amount of Three Hundred  Thousand  Dollars
         ($300,000.00) in favor of the Borrower (the "Line of Credit"). The Loan
         Agreement and other  Borrower  Documents  were  originally  between the
         Borrower and UniDial  Incorporated.  The Lender  acquired the Loan from
         UniDial Incorporated on January 1, 1997.

B.       The  obligation  of the  Borrower  to repay the  outstanding  principal
         balance of the Line of Credit,  together with accrued  interest thereon
         is evidenced by that certain  Revolving Credit Note dated September 18,
         1995, made by the Borrower,  payable to the order of the Lender, and in
         the  face   principal   amount  of  Three  Hundred   Thousand   Dollars
         ($300,000.00),  as amended  pursuant to that certain First Amendment to
         Revolving  Credit Note dated March 1, 1997 between the Borrower and the
         Lender (the "First Amendment") (collectively, the "Note").

C.       The current maturity date of the Note is January 31, 1998.

D.       The Borrower has now requested that the Lender extend the Note maturity
         date from  January 31, 1999 to January  31,  2000,  which the Lender is
         willing  to do upon the  condition,  among  others,  that the  Borrower
         execute and deliver this Third Amendment in favor of the Lender.

         NOW,  THEREFORE,  in  consideration  of the foregoing  premises and the
mutual covenants and agreements set forth in the Loan Agreement and herein,  and
for  other  good  and  valuable  consideration,   the  mutuality,   receipt  and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:

              1.   Each capitalized term used herein, unless otherwise expressly
                   defined herein,  shall have the meaning set forth in the Loan
                   Agreement or Note, as applicable.

              2.   The  Lender  hereby  extends  the due date of the  Note  from
                   January 31, 1999 to January 31, 2000.

              3.   The Borrower and the Lender hereby agree to decrease the face
                   principal amount of the Line of Credit and the face principal
                   amount of the  Promissory  Note from Three  Hundred  Thousand
                   Dollars  ($300,000.00)  to One Hundred  Eighty Five  Thousand
                   Dollars ($185,000.00) effective as of the date hereof.

              4.   The  Borrower  and the Lender  hereby  agree to increase  the
                   annual  interest  rate from the Prime  Rate plus two  percent
                   (2%) to the Prime Rate plus three percent (3%).

              5.   In consideration of the extension of the due date of the Note
                   from  January  31,  1999 to January 31,  2000,  the  Borrower
                   covenants  and agrees to pay the Lender a  commitment  fee in
                   the amount of One  Thousand  Eight  Hundred  Fifty and 00/100
                   Dollars  ($1850.00)  which  equals  one  percent  (1%) of the
                   outstanding  balance of the Note.  The commitment fee will be
                   paid in two equal  installments  of Nine Hundred  Twenty Five
                   Dollars  ($925.00),  the first due on or before  February 28,
                   1999 and the second due on or before March 31, 1999.

              6.   Except to the extent amended or modified hereby, the Borrower
                   hereby  reaffirms  all its  representations,  warranties  and
                   covenants set forth in the Revolving  Credit Note  including,
                   without  limitation,  the grant of the liens on and  security
                   interests  in the  assets  of the  Borrower  pursuant  to the
                   Borrower Documents to secure the payment of the entire unpaid

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                   principal  balance of and all accrued and unpaid  interest on
                   the Note,  and any note  delivered  in renewal,  replacement,
                   substitution,   extension  or  novation   thereof,   and  any
                   amendments thereto.

              7.   This  Third   Amendment  may  be  executed  in  one  or  more
                   counterparts,  each of which shall constitute an original and
                   all of the same shall constitute one and the same instrument.

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

              9.   Nothing in this Third  Amendment to Revolving  Credit Note is
                   intended to be a novation or  cancellation  of that  original
                   Revolving Credit Note dated September 18, 1995.

         IN WITNESS WHEREOF, the Borrower and the Lender have caused this Second
Amendment  to  Revolving  Credit  Note to be  executed  and  delivered  by their
respective duly authorized officers as of the day and year first above written.

                                       UNIQUEST COMMUNICATIONS, INC.

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

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

                                            (the "Borrower")


                                       AGENT FINANCIAL SERVICES, LLC

                                       By:  /s/  Kenneth D. Richey
                                            ------------------------------------
                                            Kenneth D. Richey, Operating Manager

                                            (the "Lender")

         The  Guarantors  hereby  ratify and  reaffirm  all of their  covenants,
agreements,  obligations,  representations  and  warranties  set  forth  in  the
Guaranty Agreement  including,  without limitation,  the guarantee of payment of
the unpaid  principal  together  with al interest  now accrued or  hereafter  to
accrue on the Promissory Note, and all of the other Guaranteed  Obligations upon
the  terms  and  conditions  set  forth in the  Guaranty  Agreement  and in this
Amendment.

                                       By:  /s/  Thomas E. Aliprandi
                                            ------------------------------------
                                            Thomas E. Aliprandi, President
                                            Date:    2/23/99

                                       By:  /s/  David E. Shepardson
                                            ------------------------------------
                                            David E. Shepardson, III,
                                            Vice President-Treasurer
                                            Date:    2/23/99