FIRST AMENDMENT TO SECURITY AGREEMENT

         THIS FIRST AMENDMENT TO SECURITY AGREEMENT (the "First 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  obligation  of the Lender to  establish  the Line of Credit was
            subject to the condition,  among others,  that the Borrower  execute
            that certain  Security  Agreement dated September 18, 1995,  between
            Borrower and Lender ("Security Agreement")

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

E.          The Borrower  has now  requested  that the Lender  extend the stated
            maturity date of the Line of Credit from January 31, 1998 to January
            31, 1999.  The Lender is willing to and desires to extend the stated
            maturity date of the Line of Credit from January 31, 1998 to January
            31,  1999,  pursuant to the terms and  conditions  set forth in this
            First  Amendment (the term "Loan  Agreement,"  as hereinafter  used,
            includes  this  First  Amendment  and  all  future   amendments  and
            modifications to the Loan Agreement).

         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.          Section  3 of  the  Security  Agreement  is  hereby  amended  in its
            entirety to read as follows:

3.          Obligations  Secured. The security interests granted by the Borrower
            hereby  secure the payment and  performance  of all of the following
            Secured Obligations: (a) any and all indebtedness of the borrower to
            the Lender evidenced by the Revolving Credit Note, as defined in the
            Loan  Agreement and any  amendments  thereto,  between  Borrower and
            Lender;  (b)  any  and  all  of  the  representations,   warranties,
            obligations,  agreements,  covenants,  and  promises of the Borrower
            contained in the Loan  Agreement  and any  amendments  thereto,  the
            Revolving  Credit  Note,  this  Agreement,  and the  other  Borrower
            Documents,  as  defined  in the Loan  Agreement  and any  amendments
            thereto,  between  Borrower  and  Lender,  whether  or  not  now  or
            hereafter evidenced by any note,  instrument,  or other writing; and
            (c) any and all  indebtedness,  obligations,  and liabilities of the
            Borrower to the Lender,  however evidenced,  whether now existing or
            hereafter arising,  direct or indirect,  absolute or contingent,  or
            acquired by the Lender, including,  without limitation,  any and all
            other indebtedness,  liabilities, and obligations of Borrower to the
            Lender,  that exist on the date of this  Agreement,  or arise or are
            created  or  acquired  after  the  date  of  this  Agreement  or any
            amendment  thereto,  regardless  of  whether  of  the  same  or of a
            different  class  or  type  as  the  indebtedness

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            evidenced  by the  Revolving  Credit Note and/or the other  Borrower
            Documents,  as  defined  by the Loan  Agreement  and any  amendments
            thereto,  and whether or not the  creation  thereof  was  reasonably
            foreseeable  or would be naturally  contemplated  by the Borrower or
            Lender as of the date of this Agreement, or any amendment hereto.

3.          The Borrower  represents  and warrants  that no Event of Default has
            occurred or is continuing under the Security Agreement.

4.          Except to the extent  expressly  amended  or  modified  hereby,  the
            Borrower  hereby  ratifies and reaffirms its covenants,  agreements,
            obligations,   representations  and  warranties  set  forth  in  the
            Security Agreement.

         IN WITNESS WHEREOF,  the Borrower and the Lender have caused this First
Amendment to Loan  Agreement 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")