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2000 Stock Option Plan - MINDPIX CORPORATION - 4-25-2000

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2000 Stock Option Plan - MINDPIX CORPORATION - 4-25-2000 Powered By Docstoc
					PRIMEHOLDINGS.COM, INC. 2000 Stock Option Plan 1. Purpose; Effectiveness of the Plan. (a) The purpose of this Plan is to advance the interests of the Company and its stockholders by helping the Company obtain and retain the services of employees, officers, consultants, and directors, upon whose judgment, initiative and efforts the Company is substantially dependent, and to provide those persons with further incentives to advance the interests of the Company. (b) This Plan will become effective on the date of its adoption by the Board, provided the Plan is approved by the stockholders of the Company (excluding holders of shares of Stock issued by the Company pursuant to the exercise of options granted under this Plan) within twelve months before or after that date. If the Plan is not so approved by the stockholders of the Company, any options granted under this Plan will be rescinded and will be void. This Plan will remain in effect until it is terminated by the Board or the Committee (as defined hereafter) under Section 9 hereof, except that no ISO (as defined herein) will be granted after the tenth anniversary of the date of this Plan's adoption by the Board. This Plan will be governed by, and construed in accordance with, the laws of the State of Delaware. 2. Certain Definitions. Unless the context otherwise requires, the following defined terms (together with other capitalized terms defined elsewhere in this Plan) will govern the construction of this Plan, and of any stock option agreements entered into pursuant to this Plan: (a) "10% Stockholder" means a person who owns, either directly or indirectly by virtue of the ownership attribution provisions set forth in Section 424(d) of the Code at the time he or she is granted an Option, stock possessing more than ten percent (10%) of the total combined voting power or value of all classes of stock of the Company and/or of its subsidiaries; (b) "1933 Act" means the federal Securities Act of 1933, as amended; (c) "Board" means the Board of Directors of the Company; (d) "Code" means the Internal Revenue Code of 1986, as amended (references herein to Sections of the Code are intended to refer to Sections of the Code as enacted at the time of this Plan's adoption by the Board and as subsequently amended, or to any substantially similar successor provisions of the Code resulting from recodification, renumbering or otherwise); (e) "Committee" means a committee of two or more Non-Employee Directors, appointed by the Board, to administer and interpret this Plan; provided that the term "Committee" will refer to the Board during such times as no Committee is appointed by the Board; (f) "Company" means PrimeHoldings.com, Inc., a Delaware corporation; (g) "Disability" has the same meaning as "permanent and total disability," as defined in Section 22(e)(3) of the Code; (h) "Eligible Participants" means persons who, at a particular time, are employees, officers, consultants, or directors of the Company or its subsidiaries; (i) "Fair Market Value" means, with respect to the Stock and as of the date an ISO or a Formula Option is granted hereunder, the market price per share of such Stock determined by the Committee in good faith on such basis as it deems appropriate.

(j) "ISO" has the same meaning as "incentive stock option," as defined in Section 422 of the Code;

(j) "ISO" has the same meaning as "incentive stock option," as defined in Section 422 of the Code; (k) "Just Cause Termination" means a termination by the Company of an Optionee's employment by and/or service to the Company (or if the Optionee is a director, removal of the Optionee from the Board by action of the stockholders or, if permitted by applicable law and the by-laws of the Company, the other directors), in connection with the good faith determination of the Company's board of directors (or of the Company's stockholders if the Optionee is a director and the removal of the Optionee from the Board is by action of the stockholders, but in either case excluding the vote of the Optionee if he or she is a director or a stockholder) that the Optionee has engaged in any acts involving dishonesty or moral turpitude or in any acts that materially and adversely affect the business, affairs or reputation of the Company or its subsidiaries; (l) "Non-Employee Director" has the same meaning as "Non-Employee-Director," as defined in Rule 16b-3 as promulgated under the Securities Exchange Act of 1934); (m) "NSO" means any option granted under this Plan whether designated by the Committee as a "non-qualified stock option," a "non-statutory stock option" or otherwise, other than an option designated by the Committee as an ISO, or any option so designated but which, for any reason, fails to qualify as an ISO pursuant to Section 422 of the Code and the rules and regulations thereunder; (n) "Option" means an option granted pursuant to this Plan entitling the option holder to acquire shares of Stock issued by the Company pursuant to the valid exercise of the option; (o) "Option Agreement" means an agreement between the Company and an Optionee, in form and substance satisfactory to the Committee in its sole discretion, consistent with this Plan; (p) "Option Price" with respect to any particular Option means the exercise price at which the Optionee may acquire each share of the Option Stock called for under such Option; (q) "Option Stock" means Stock issued or issuable by the Company pursuant to the valid exercise of an Option; (r) "Optionee" means an Eligible Participant to whom Options are granted hereunder, and any transferee thereof pursuant to a Transfer authorized under this Plan; (s) "Plan" means this PrimeHoldings.com, Inc. 2000 Stock Option Plan of the Company. (t) "QDRO" has the same meaning as "qualified domestic relations order" as defined in Section 414(p) of the Code; (u) "Stock" means shares of the Company's Common Stock, $.0666 par value; (v) "Transfer," with respect to Option Stock, includes, without limitation, a voluntary or involuntary sale, assignment, transfer, conveyance, pledge, hypothecation, encumbrance, disposal, loan, gift, attachment or levy of such Option Stock, including without limitation an assignment for the benefit of creditors of the Optionee, a transfer by operation of law, such as a transfer by will or under the laws of descent and distribution, an execution of judgment against the Option Stock or the acquisition of record or beneficial ownership thereof by a lender or creditor, a transfer pursuant to a QDRO, or to any decree of divorce, dissolution or separate maintenance, any property settlement, any separation agreement or any other agreement with a spouse (except for estate planning purposes) under which a part or all of the shares of Option Stock are transferred or awarded to the spouse of the Optionee or are required to be sold; or a transfer resulting from the filing by the Optionee of a petition for relief, or the filing of an involuntary petition against such Optionee, under the bankruptcy laws of the United States or of any other nation.

3. Eligibility. The Company may grant Options under this Plan only to persons who are Eligible Participants as of the time of such grant. Subject to the provisions of Sections 4(d), 5 and 6 hereof, there is no limitation on the number of Options that may be granted to an Eligible Participant.

3. Eligibility. The Company may grant Options under this Plan only to persons who are Eligible Participants as of the time of such grant. Subject to the provisions of Sections 4(d), 5 and 6 hereof, there is no limitation on the number of Options that may be granted to an Eligible Participant. 4. Administration. (a) Committee. The Committee, if appointed by the Board, will administer this Plan. If the Board, in its discretion, does not appoint such a Committee, the Board itself will administer this Plan and take such other actions as the Committee is authorized to take hereunder; provided that the Board may take such actions hereunder in the same manner as the Board may take other actions under the Company's Certificate of Incorporation and By-laws generally. (b) Authority and Discretion of Committee. The Committee will have full and final authority in its discretion, at any time and from time to time, subject only to the express terms, conditions and other provisions of the Company's Certificate of Incorporation, By-laws and this Plan, and the specific limitations on such discretion set forth herein: (i) to select and approve the persons who will be granted Options under this Plan from among the Eligible Participants, and to grant to any person so selected one or more Options to purchase such number of shares of Option Stock as the Committee may determine; (ii) to determine the period or periods of time during which Options may be exercised, the Option Price and the duration of such Options, and other matters to be determined by the Committee in connection with specific Option grants and Options Agreements as specified under this Plan; (iii) to interpret this Plan, to prescribe, amend and rescind rules and regulations relating to this Plan, and to make all other determinations necessary or advisable for the operation and administration of this Plan; and (iv) to delegate all or a portion of its authority under subsections (i) and (ii) of this Section 4(b) to one or more directors of the Company who are executive officers of the Company, but only in connection with Options granted to Eligible Participants who are not subject to the reporting and liability provisions of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and subject to such restrictions and limitations (such as the aggregate number of shares of Option Stock called for by such Options that may be granted) as the Committee may decide to impose on such delegate directors. (c) Limitation on Authority. Notwithstanding the foregoing, or any other provision of this Plan, the Committee will have no authority to grant Options to any of its members, unless approved by the Board. (d) Designation of Options. Except as otherwise provided herein, the Committee will designate any Option granted hereunder either as an ISO or as an NSO. To the extent that the Fair Market Value (determined at the time the Option is granted) of Stock with respect to which all ISOs are exercisable for the first time by any individual during any calendar year (pursuant to this Plan and all other plans of the Company and/or its subsidiaries) exceeds $100,000, such option will be treated as an NSO. Notwithstanding the general eligibility provisions of Section 3 hereof, the Committee may grant ISOs only to persons who are employees of the Company and/or its subsidiaries.

(e) Option Agreements. Options will be deemed granted hereunder only upon the execution and delivery of an Option Agreement by the Optionee and a duly authorized officer of the Company. Options will not be deemed granted hereunder merely upon the authorization of such grant by the Committee. 5. Shares Reserved for Options. (a) Option Pool. The aggregate number of shares of Option Stock that may be issued pursuant to the exercise of Options granted under this Plan will not exceed Five Million (5,000,000) (the "Option Pool"), provided that such number will be increased by the number of shares of Option Stock that the Company subsequently may reacquire through repurchase or otherwise. Shares of Option Stock that would have been issuable pursuant to Options, but that are no longer issuable because all or part of those Options have terminated or expired, will be deemed not to

(e) Option Agreements. Options will be deemed granted hereunder only upon the execution and delivery of an Option Agreement by the Optionee and a duly authorized officer of the Company. Options will not be deemed granted hereunder merely upon the authorization of such grant by the Committee. 5. Shares Reserved for Options. (a) Option Pool. The aggregate number of shares of Option Stock that may be issued pursuant to the exercise of Options granted under this Plan will not exceed Five Million (5,000,000) (the "Option Pool"), provided that such number will be increased by the number of shares of Option Stock that the Company subsequently may reacquire through repurchase or otherwise. Shares of Option Stock that would have been issuable pursuant to Options, but that are no longer issuable because all or part of those Options have terminated or expired, will be deemed not to have been issued for purposes of computing the number of shares of Option Stock remaining in the Option Pool and available for issuance. (b) Adjustments Upon Changes in Stock. In the event of any change in the outstanding Stock of the Company as a result of a stock split, reverse stock split, stock dividend, recapitalization, combination or reclassification, appropriate proportionate adjustments will be made in: (i) the aggregate number of shares of Option Stock in the Option Pool that may be issued pursuant to the exercise of Options granted hereunder; (ii) the Option Price and the number of shares of Option Stock called for in each outstanding Option granted hereunder; and (iii) other rights and matters determined on a per share basis under this Plan or any Option Agreement hereunder. Any such adjustments will be made only by the Board, and when so made will be effective, conclusive and binding for all purposes with respect to this Plan and all Options then outstanding. No such adjustments will be required by reason of the issuance or sale by the Company for cash or other consideration of additional shares of its Stock or securities convertible into or exchangeable for shares of its Stock. 6. Terms of Stock Option Agreements. Each Option granted pursuant to this Plan will be evidenced by an agreement (an "Option Agreement") between the Company and the person to whom such Option is granted, in form and substance satisfactory to the Committee in its sole discretion, consistent with this Plan. Without limiting the foregoing, each Option Agreement (unless otherwise stated therein) will be deemed to include the following terms and conditions: (a) Covenants of Optionee. At the discretion of the Committee, the person to whom an Option is granted hereunder, as a condition to the granting of the Option, must execute and deliver to the Company a confidential information agreement approved by the Committee. Nothing contained in this Plan, any Option Agreement or in any other agreement executed in connection with the granting of an Option under this Plan will confer upon any Optionee any right with respect to the continuation of his or her status as an employee of, consultant or independent contractor to, or director of, the Company or its subsidiaries. (b) Vesting Periods. Except as otherwise provided herein, each Option Agreement may specify the period or periods of time within which each Option or portion thereof will first become exercisable (the "Vesting Period") with respect to the total number of shares of Option Stock called for thereunder (the "Total Award Option Stock"). Such Vesting Periods will be fixed by the Committee in its discretion, and may be accelerated or shortened by the Committee in its discretion. (c) Exercise of the Option. (i) Mechanics and Notice. An Option may be exercised to the extent exercisable (1) by giving written notice of exercise to the Company, specifying the number of full shares of Option Stock to be purchased and accompanied by full payment of the Option Price

thereof and the amount of withholding taxes pursuant to subsection 6(c)(ii) below; and (2) by giving assurances satisfactory to the Company that the shares of Option Stock to be purchased upon such exercise are being purchased for investment and not with a view to resale in connection with any distribution of such shares in violation of the 1933 Act; provided, however, that in the event the Option Stock called for under the Option is registered under the 1933 Act, or in the event resale of such Option Stock without such registration would otherwise be permissible, this second condition will be inoperative if, in the opinion of counsel for the Company,

thereof and the amount of withholding taxes pursuant to subsection 6(c)(ii) below; and (2) by giving assurances satisfactory to the Company that the shares of Option Stock to be purchased upon such exercise are being purchased for investment and not with a view to resale in connection with any distribution of such shares in violation of the 1933 Act; provided, however, that in the event the Option Stock called for under the Option is registered under the 1933 Act, or in the event resale of such Option Stock without such registration would otherwise be permissible, this second condition will be inoperative if, in the opinion of counsel for the Company, such condition is not required under the 1933 Act, or any other applicable law, regulation or rule of any governmental agency. (ii) Withholding Taxes. As a condition to the issuance of the shares of Option Stock upon full or partial exercise of an NSO granted under this Plan, the Optionee will pay to the Company in cash, or in such other form as the Committee may determine in its discretion, the amount of the Company's tax withholding liability required in connection with such exercise. For purposes of this subsection 6(c)(ii), "tax withholding liability" will mean all federal and state income taxes, social security tax, and any other taxes applicable to the compensation income arising from the transaction required by applicable law to be withheld by the Company. (d) Payment of Option Price. Each Option Agreement will specify the Option Price with respect to the exercise of Option Stock thereunder, to be fixed by the Committee in its discretion, but in no event will the Option Price be less than the Fair Market Value (or, in case the Optionee is a 10% Stockholder, one hundred ten percent (110%) of such Fair Market Value) of the Option Stock at the time such ISO is granted. The Option Price will be payable to the Company in United States dollars in cash or by check or, such other legal consideration as may be approved by the Committee, in its discretion. (e) Termination of the Option. Except as otherwise provided herein, each Option Agreement will specify the period of time, to be fixed by the Committee in its discretion, during which the Option granted therein will be exercisable, not to exceed ten years from the date of grant in the case of an ISO (the "Option Period"); provided that the Option Period will not exceed five years from the date of grant in the case of an ISO granted to a 10% Stockholder. To the extent not previously exercised, each Option will terminate upon the expiration of the Option Period specified in the Option Agreement; provided, however, that each such Option will terminate, if earlier: (i) ninety days after the date that the Optionee ceases to be an Eligible Participant for any reason, other than by reason of death or disability; (ii) twelve months after the date that the Optionee ceases to be an Eligible Participant by reason of such person's death or disability; or (iii) immediately as of the date that the Optionee ceases to be an Eligible Participant by reason of a Just Cause Termination. In the event of a sale of all or substantially all of the assets of the Company, or a merger or consolidation or other reorganization in which the Company is not the surviving corporation, or in which the Company becomes a subsidiary of another corporation (any of the foregoing events, a "Corporate Transaction"), then notwithstanding anything else herein, the right to exercise all then outstanding Options will vest immediately prior to such Corporate Transaction and will terminate immediately after such Corporate Transaction; provided, however, that if the Board, in its sole discretion, determines that such immediate vesting of the right to exercise outstanding Options is not in the best interests of the Company, then the successor corporation must agree to assume the outstanding Options or substitute therefore comparable options of such successor corporation or a parent or subsidiary of such successor corporation. (f) Options Nontransferable. No Option will be transferable by the Optionee otherwise than by will or the laws of descent and distribution. During the lifetime of the Optionee, the Option will be exercisable only by him or her. (g) Qualification of Stock. The right to exercise an Option will be further subject to the requirement that if at any time the Board determines, in its discretion, that the listing, registration or

qualification of the shares of Option Stock called for thereunder upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority, is necessary or desirable as a condition of or in connection with the granting of such Option or the purchase of shares of Option Stock thereunder, the Option may not be exercised, in whole or in part, unless and until such listing, registration, qualification, consent or approval is effected or obtained free of any conditions not acceptable to the Board, in its discretion.

qualification of the shares of Option Stock called for thereunder upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority, is necessary or desirable as a condition of or in connection with the granting of such Option or the purchase of shares of Option Stock thereunder, the Option may not be exercised, in whole or in part, unless and until such listing, registration, qualification, consent or approval is effected or obtained free of any conditions not acceptable to the Board, in its discretion. (h) Additional Restrictions on Transfer. By accepting Options and/or Option Stock under this Plan, the Optionee will be deemed to represent, warrant and agree as follows: (i) Securities Act of 1933. The Optionee understands that the shares of Option Stock have not been registered under the 1933 Act, and that such shares are not freely tradable and must be held indefinitely unless such shares are either registered under the 1933 Act or an exemption from such registration is available. The Optionee understands that the Company is under no obligation to register the shares of Option Stock. (ii) Other Applicable Laws. The Optionee further understands that Transfer of the Option Stock requires full compliance with the provisions of all applicable laws. (iii) Investment Intent. Unless a registration statement is in effect with respect to the sale of Option Stock obtained through exercise of Options granted hereunder: (1) Upon exercise of any Option, the Optionee will purchase the Option Stock for his or her own account and not with a view to distribution within the meaning of the 1933 Act, other than as may be effected in compliance with the 1933 Act and the rules and regulations promulgated thereunder; (2) no one else will have any beneficial interest in the Option Stock; and (3) he or she has no present intention of disposing of the Option Stock at any particular time. (i) Compliance with Law. Notwithstanding any other provision of this Plan, Options may be granted pursuant to this Plan, and Option Stock may be issued pursuant to the exercise thereof by an Optionee, only after there has been compliance with all applicable federal and state securities laws, and all of the same will be subject to this overriding condition. The Company will not be required to register or qualify Option Stock with the Securities and Exchange Commission or any State agency. (j) Stock Certificates. Certificates representing the Option Stock issued pursuant to the exercise of Options will bear all legends required by law and necessary to effectuate this Plan's provisions. The Company may place a "stop transfer" order against shares of the Option Stock until all restrictions and conditions set forth in this Plan and in the legends referred to in this Section 6(j) have been complied with. (k) Notices. Any notice to be given to the Company under the terms of an Option Agreement will be addressed to the Company at its principal executive office, Attention: Corporate Secretary, or at such other address as the Company may designate in writing. Any notice to be given to an Optionee will be addressed to the Optionee at the address provided to the Company by the Optionee. Any such notice will be deemed to have been duly given if and when enclosed in a properly sealed envelope, addressed as aforesaid, registered and deposited, postage and registry fee prepaid, in a post office or branch post office regularly maintained by the United States Government. (l) Other Provisions. The Option Agreement may contain such other terms, provisions and conditions, including such special forfeiture conditions, rights of repurchase, rights of first refusal and other restrictions on Transfer of Option Stock issued upon exercise of any Options granted hereunder, not inconsistent with this Plan, as may be determined by the Committee in its sole discretion.

(m) Right to Terminate Employment. Nothing in the Plan or in any agreement entered into pursuant to the Plan shall confer upon any participant the right to continue in the employment of the Company or affect any right that the Company may have to terminate the employment of such participant. (n) Non-Uniform Determinations. The Board's determinations under the Plan (including without limitation determinations of the persons to receive awards, the form, amount and timing of such awards, the terms and provisions of such awards and the agreements evidencing same) need not be uniform and may be made by it

(m) Right to Terminate Employment. Nothing in the Plan or in any agreement entered into pursuant to the Plan shall confer upon any participant the right to continue in the employment of the Company or affect any right that the Company may have to terminate the employment of such participant. (n) Non-Uniform Determinations. The Board's determinations under the Plan (including without limitation determinations of the persons to receive awards, the form, amount and timing of such awards, the terms and provisions of such awards and the agreements evidencing same) need not be uniform and may be made by it selectively among persons who receive, or are eligible to receive, awards under the Plan, whether or not such persons are similarly situated. (o) Rights as a Shareholder. The recipient of any award under the Plan shall have no rights as a shareholder with respect thereto unless and until certificates for shares of Common Stock are issued to such participant. (p) Other Employee Benefits. Except as to plans which by their terms include such amounts as compensation, the amount of any compensation deemed to be received by an employee as a result of the exercise of an Option or the sale of Option Stock will not constitute compensation with respect to which any other employee benefits of such employee are determined, including, without limitation, benefits under any bonus, pension, profit-sharing, life insurance or salary continuation plan, except as otherwise specifically determined by the Board. 7. Proceeds from Sale of Stock. Cash proceeds from the sale of shares of Option Stock issued from time to time upon the exercise of Options granted pursuant to this Plan will be added to the general funds of the Company and as such will be used from time to time for general corporate purposes. 8. Modification, Extension and Renewal of Options. Subject to the terms and conditions and within the limitations of this Plan, the Committee may modify, extend or renew outstanding Options granted under this Plan, or accept the surrender of outstanding Options (to the extent not theretofore exercised) and authorize the granting of new Options in substitution therefore (to the extent not theretofore exercised). Notwithstanding the foregoing, however, no modification of any Option will, without the consent of the holder of the Option, alter or impair any rights or obligations under any Option theretofore granted under this Plan. 9. Amendments and Discontinuance. The Board may amend, suspend or discontinue this Plan at any time or from time to time; provided that no action of the Board will cause ISOs granted under this Plan not to comply with Section 422 of the Code unless the Board specifically declares such action to be made for that purpose. Moreover, no such action may alter or impair any Option previously granted under this Plan without the consent of the holder of such Option. 10. Plan Compliance with Rule 16b-3. With respect to persons subject to Section 16 of the Securities Exchange Act of 1934, transactions under this plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the 1934 Act. To the extent any provision of the plan or action by the plan administrators fails so to comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the plan administrators. 11. Copies of Plan. A copy of this Plan will be delivered to each Optionee at or before the time he or she executes an Option Agreement. Date Plan Adopted by Board of Directors: January 6, 2000 Date Plan Approved by Stockholders: ______________, _______

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

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.

"Current Assets" shall mean the amount of the Borrower's total current assets, determined on a consolidated

"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.

"Prime Rate" shall mean the prime rate as published by the Wall Street Journal. The prime rate listed in the Wall

"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).

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

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. 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. 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

2.03

2.04

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. 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). 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 Accounts payable Wages payable Commissions payable $150,000.00 8,856.00 16,363.00 17,781.00

3.02

3.03

Working Capital and Cash Reserves Total of Anticipated Initial Draw Proceeds

7,000.00 ----------$200,000.00

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 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.

2)

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

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 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.

2)

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.

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. 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.

(b)

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) (b) Right of Offset. The Revolving Credit Loans shall be secured by the right of offset provided in Section 10.01 of this Agreement. 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. 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. 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. 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

(b)

(c)

(d)

the following: 1. this Agreement;

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. 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.

(b)

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) (b) Right of Offset. The Revolving Credit Loans shall be secured by the right of offset provided in Section 10.01 of this Agreement. 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. 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. 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. 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

(b)

(c)

(d)

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

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. 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

6.03

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:

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. 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

6.03

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:

(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. 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. 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.

(b)

(c)

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. 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

(b)

Borrower shall notify the Lender immediately upon the institution of the proceedings contesting the obligation. 7.03 Financial Statements.

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

(b)

(c)

(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. 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

7.05

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

(b)

(c)

(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. 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.

7.05

7.06

Corporate Existence and corporate existences in to do business and in which it is required to

Good Standing. The Borrower shall preserve its good standing and shall be and remain qualified good standing in all states and countries in be so qualified.

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. 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. 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.

(b)

(c)

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. 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. 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

7.09

7.10

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. 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. 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.

(b)

(c)

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. 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. 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, supplies to the extent that payment thereof the time be required to be made in accordance 7.02 of this Agreement. material or shall not at with Section

7.09

7.10

(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

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. 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. 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. 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.

7.12

7.13

(b)

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; Sell or otherwise transfer any material part of its assets; Purchase all or a substantial part of the capital stock or assets of any corporation or other business enterprise; Effect any change in its capital structure; Liquidate or dissolve or take liquidation or dissolution. any action with a view toward

(b) (c)

(d) (e)

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. 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

7.16

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. 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. 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. 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.

7.12

7.13

(b)

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; Sell or otherwise transfer any material part of its assets; Purchase all or a substantial part of the capital stock or assets of any corporation or other business enterprise; Effect any change in its capital structure; Liquidate or dissolve or take liquidation or dissolution. any action with a view toward

(b) (c)

(d) (e)

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. 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.

7.16

7.17

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

generate

monthly

Lender at or above the amounts specified attached hereto and incorporated herein. 7.18

in

Schedule

7.17 which is

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. 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. 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

7.19

7.20

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. 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. 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. 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. Litigation and Taxes.

8.02

8.03

8.04

8.05

Lender at or above the amounts specified attached hereto and incorporated herein. 7.18

in

Schedule

7.17 which is

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. 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. 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

7.19

7.20

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. 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. 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. 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. 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

8.02

8.03

8.04

8.05

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

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

8.07

(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. 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.

(c)

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. 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. 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

8.09

8.10

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

8.07

(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. 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.

(c)

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. 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. 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. Disclosure. Neither this Agreement, nor any agreement, document,

8.09

8.10

8.11

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

statements contained herein or therein not misleading. fact known to the Borrower which materially and adversely in the future is likely to materially and adversely Borrower's business, operations, affairs or condition, 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 Event of Default under this Agreement (an "Event of Default"): 9.01

There is not affects, or affect, the financial or

constitute an

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. 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. 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. 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. 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. 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. 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.

9.02

9.03

9.04

9.05

9.06

9.07

statements contained herein or therein not misleading. fact known to the Borrower which materially and adversely in the future is likely to materially and adversely Borrower's business, operations, affairs or condition, 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 Event of Default under this Agreement (an "Event of Default"): 9.01

There is not affects, or affect, the financial or

constitute an

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. 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. 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. 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. 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. 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. 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. 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.

9.02

9.03

9.04

9.05

9.06

9.07

9.08

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. 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. 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. 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

10.02

10.03

10.04

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. 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. 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. 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

10.02

10.03

10.04

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. 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. 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. 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. 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. Waivers by the Borrower. permitted by applicable The Borrower herby waives, law, (a) all presentments, to the extent demands for

11.02

12.02

12.03

12.04

12.05

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. 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. 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. 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. 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. 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

11.02

12.02

12.03

12.04

12.05

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

12.07

12.08

12.09

12.10

12.11

12.12

12.13

12.14

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

12.07

12.08

12.09

12.10

12.11

12.12

12.13

12.14

12.15

(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.

(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. 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

(b)

(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.

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

(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. 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

(b)

(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.

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

12.18

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. 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

12.19

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 May 30, 1999

Commission expires:

By

/s/ David E. Shepardson, III ------------------------------David E. Shepardson, III Vice President, Treasurer 2/24/96 ------------------------------

Date:

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 May 30, 1999

Commission expires:

Schedule 7.17 UniDial Billings Oct-95 Nov-95 Dec-95 Jan-96 Feb-96 Mar-96 Apr-96 May-96 Jun-96 Jul-96 Aug-96 Schedule 7.18 Gross Revenues Oct-95 Nov-95 Dec-95 Jan-96 Feb-96 Mar-96 Apr-96 May-96 Jun-96 Jul-96 Aug-96 Schedule 7.19 Net Income (Loss) Oct-95 Nov-95 Dec-95 Jan-96 Feb-96 Mar-96 Apr-96 May-96 Jun-96 Jul-96 Aug-96 (12,388) (12,750) (12,152) (10,207) (13,375) (11,780) (5,613) (1,885) 6,190 9,422 13,544 175,658 171,335 195,371 208,888 197,398 268,373 296,708 359,630 421,443 499,568 542,268 162,750 156,910 179,590 191,560 182,740 249,540 266,360 325,010 374,710 446,630 482,600

FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT (the "First Amendment"), is made and entered into as

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 May 30, 1999

Commission expires:

Schedule 7.17 UniDial Billings Oct-95 Nov-95 Dec-95 Jan-96 Feb-96 Mar-96 Apr-96 May-96 Jun-96 Jul-96 Aug-96 Schedule 7.18 Gross Revenues Oct-95 Nov-95 Dec-95 Jan-96 Feb-96 Mar-96 Apr-96 May-96 Jun-96 Jul-96 Aug-96 Schedule 7.19 Net Income (Loss) Oct-95 Nov-95 Dec-95 Jan-96 Feb-96 Mar-96 Apr-96 May-96 Jun-96 Jul-96 Aug-96 (12,388) (12,750) (12,152) (10,207) (13,375) (11,780) (5,613) (1,885) 6,190 9,422 13,544 175,658 171,335 195,371 208,888 197,398 268,373 296,708 359,630 421,443 499,568 542,268 162,750 156,910 179,590 191,560 182,740 249,540 266,360 325,010 374,710 446,630 482,600

FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN 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

Schedule 7.17 UniDial Billings Oct-95 Nov-95 Dec-95 Jan-96 Feb-96 Mar-96 Apr-96 May-96 Jun-96 Jul-96 Aug-96 Schedule 7.18 Gross Revenues Oct-95 Nov-95 Dec-95 Jan-96 Feb-96 Mar-96 Apr-96 May-96 Jun-96 Jul-96 Aug-96 Schedule 7.19 Net Income (Loss) Oct-95 Nov-95 Dec-95 Jan-96 Feb-96 Mar-96 Apr-96 May-96 Jun-96 Jul-96 Aug-96 (12,388) (12,750) (12,152) (10,207) (13,375) (11,780) (5,613) (1,885) 6,190 9,422 13,544 175,658 171,335 195,371 208,888 197,398 268,373 296,708 359,630 421,443 499,568 542,268 162,750 156,910 179,590 191,560 182,740 249,540 266,360 325,010 374,710 446,630 482,600

FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN 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

FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN 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 current maturity date of the Note is January 31, 1998. D. 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. The term "Borrower Documents" as such term is defined in Section 1 of the Loan Agreement, is hereby redefined to mean this Loan Agreement, the Revolving Credit Note, the Guaranty, the Stock Pledge Agreement, the Security Agreement, and any and all amendments thereto, and any other document executed by the Borrower which relates to this Loan Agreement. 3. The term "Revolving Credit Note," as such term is defined in Section 1 of the Loan Agreement, is hereby redefined to 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 I the form of Annex A attached hereto, and any note delivered in renewal, replacement, substitution, extension or novation thereof, and any amendments thereto, including, but not limited to, that certain First Amendment to Revolving Credit Note made and entered into as of March 1, 1997 between Borrower and Lender and that certain Second Amendment to Revolving Credit Note dated as of January 31, 1998 between Borrower and Lender. 4. Section 2.02 of the Loan Agreement is hereby amended as follows: 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 January 31, 1999. Unless sooner extended or terminated, the Revolving Credit shall terminate on January 31, 1999, and thereafter the Borrower shall not be entitled to obtain any additional Revolving Credit Loans hereunder.

5. Section 3.01 of the Loan Agreement is amended as follows: 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 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 each 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. 6. Section 12.16(b)(2) of the Loan Agreement shall be amended as follows: (2) If to the Lender: Agent Financial Services, LLC 4350 Brownsboro Road Suite 110, The Summit Louisville, KY 40207 Attn: Mr. Kenneth D. Richey and copy to: Ogden Newell & Welch 1700 Citizens Plaza 500 West Jefferson Street Louisville, KY 40202 Attn: Mr. Robert W. Adams 7. The Loan Agreement is hereby amended to add a new Section 9.10 as follows: Change in Control/Initial Public Offering. Upon the occurrence of (i) a sale of accounts or change in control under Section 4.2 of the Agent's Agreement, or (ii) an initial public offering by UniDial Incorporated resulting in a distribution of cash, securities, and/or options to the Borrower, all amounts advanced under the Revolving Promissory Note, together with all interest and other sums due shall be immediately due and payable. All proceeds will be used to pay any remaining balance owed to the Lender. 8. The term "Guaranty," as defined in Section 1 of the Loan Agreement, is hereby redefined to mean that certain Guaranty Agreement dated as of September 18, 1995, executed and delivered by the Guarantors in favor of the Lender, as amended pursuant to that certain First Ratification and Reaffirmation dated as of March 1, 1997, and as amended pursuant to that certain Second Ratification and Reaffirmation of even date herewith, executed and delivered by the Guarantors in favor of the Lender. 9. The Borrower represents and warrants that no Event of Default has occurred or is continuing under the Loan Agreement. 10. This First 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 document. 11. All provisions of the Loan Agreement are hereby reiterated and reaffirmed, except to the extent expressly modified by this First Amendment.

12. The First Amendment shall be effective as of the date of delivery of the following documents to the Lender: a. This First Amendment, duly executed by the Borrower and the Guarantors;

5. Section 3.01 of the Loan Agreement is amended as follows: 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 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 each 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. 6. Section 12.16(b)(2) of the Loan Agreement shall be amended as follows: (2) If to the Lender: Agent Financial Services, LLC 4350 Brownsboro Road Suite 110, The Summit Louisville, KY 40207 Attn: Mr. Kenneth D. Richey and copy to: Ogden Newell & Welch 1700 Citizens Plaza 500 West Jefferson Street Louisville, KY 40202 Attn: Mr. Robert W. Adams 7. The Loan Agreement is hereby amended to add a new Section 9.10 as follows: Change in Control/Initial Public Offering. Upon the occurrence of (i) a sale of accounts or change in control under Section 4.2 of the Agent's Agreement, or (ii) an initial public offering by UniDial Incorporated resulting in a distribution of cash, securities, and/or options to the Borrower, all amounts advanced under the Revolving Promissory Note, together with all interest and other sums due shall be immediately due and payable. All proceeds will be used to pay any remaining balance owed to the Lender. 8. The term "Guaranty," as defined in Section 1 of the Loan Agreement, is hereby redefined to mean that certain Guaranty Agreement dated as of September 18, 1995, executed and delivered by the Guarantors in favor of the Lender, as amended pursuant to that certain First Ratification and Reaffirmation dated as of March 1, 1997, and as amended pursuant to that certain Second Ratification and Reaffirmation of even date herewith, executed and delivered by the Guarantors in favor of the Lender. 9. The Borrower represents and warrants that no Event of Default has occurred or is continuing under the Loan Agreement. 10. This First 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 document. 11. All provisions of the Loan Agreement are hereby reiterated and reaffirmed, except to the extent expressly modified by this First Amendment.

12. The First Amendment shall be effective as of the date of delivery of the following documents to the Lender: a. This First Amendment, duly executed by the Borrower and the Guarantors; b. The Second Amendment to Revolving Credit Note duly executed by the Guarantor;

12. The First Amendment shall be effective as of the date of delivery of the following documents to the Lender: a. This First Amendment, duly executed by the Borrower and the Guarantors; b. The Second Amendment to Revolving Credit Note duly executed by the Guarantor; c. The First Amendment to Security Agreement of even date herewith, between the Borrower and the Lender, duly executed by the Borrower; d. The First Amendment to Stock Pledge Agreement of even date herewith, between the Borrower and the Lender, duly executed by the Borrower; e. The Second Ratification and Reaffirmation of Guaranty Agreement of even date herewith, between the Guarantor and the Lender, duly executed by the Guarantor; f. A corporate resolution of UniQuest Communications, Inc. in a form reasonably acceptable to the Lender. 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 /s/ David E. Shepardson ---------------------------------David E. Shepardson, III, Vice President-Treasurer

By:

(the "Borrower") AGENT FINANCIAL SERVICES, LLC
By: /s/ Kenneth D. Richey -----------------------------Kenneth D. Richey, Operating Manager

(the "Lender")

REVOLVING CREDIT NOTE $300,000.00 September 18, 1995 Louisville, Kentucky For the value received, UNIQUEST COMMUNICATIONS, INC., a Utah corporation (the "Borrower"), promises to pay to the order of UNIDIAL INCORPORATED (the "Lender"), at 12910 Shelbyville Road, Suite 211, Louisville, Kentucky 40243 or such other address as the holder hereof may direct, the principal sum of THREE HUNDRED THOUSAND DOLLARS ($300,000.00) or, if it is less, the aggregate unpaid balance of advances made by the Lender pursuant to the Loan Agreement referred to below, together with interest on the principal of this note from time to time outstanding at an annual rate equal to two percent (2.0%) plus the "Prime Rate" as published in the Wall Street Journal, from time to time in effect. Interest on this note shall accrue from the date of this note until the entire principal balance of and all accrued interest on this note have been paid in full.

REVOLVING CREDIT NOTE $300,000.00 September 18, 1995 Louisville, Kentucky For the value received, UNIQUEST COMMUNICATIONS, INC., a Utah corporation (the "Borrower"), promises to pay to the order of UNIDIAL INCORPORATED (the "Lender"), at 12910 Shelbyville Road, Suite 211, Louisville, Kentucky 40243 or such other address as the holder hereof may direct, the principal sum of THREE HUNDRED THOUSAND DOLLARS ($300,000.00) or, if it is less, the aggregate unpaid balance of advances made by the Lender pursuant to the Loan Agreement referred to below, together with interest on the principal of this note from time to time outstanding at an annual rate equal to two percent (2.0%) plus the "Prime Rate" as published in the Wall Street Journal, from time to time in effect. Interest on this note shall accrue from the date of this note until the entire principal balance of and all accrued interest on this note have been paid in full. The entire outstanding principal balance of, and all accrued but unpaid interest on this note shall be due and payable on July 1, 1997. Until the entire outstanding principal balance of, and all accrued interest on, this note has been paid, the Borrower shall pay to the Lender on November 1, 1995, and on the first day of each calendar month thereafter occurring during the term of this note, the full amount of all accrued and unpaid interest on the outstanding principal balance of this note. The Borrower shall make a principal payment in the amount of $25,000.00 on July 1, 1996. The Borrower shall make a principal payment in the amount of $30,000.00 on December 1, 1996. The Borrower shall make a principal payment of $65,000.00 on June 1, 1997. The Borrower shall make a principal payment of $120,000.00 on September 1, 1997. As used in this note, "Prime Rate" shall mean the annual rate published in the Wall Street Journal on the last business day of the month. The Index Rate published on the last business day of the month shall be the Index Rate for the entire month and shall be applied to the average daily balance outstanding for the month. The interest rate of this note shall be adjusted, from time to time, on the last day of the month. As of the date of this note the Index Rate is 8.75%, and the initial annual interest rate of this note is 10.75%. This note is issued pursuant to a Loan Agreement (the "Loan Agreement") dated as of September 18, 1995, between the Lender and the Borrower and is secured by the security interests described in the Loan Agreement, a Security Agreement, a Guaranty and a Stock Pledge Agreement. Capitalized terms not otherwise defined herein shall have the meanings given them in the Loan Agreement. The occurrence of an Event of Default shall be a default under this note. Upon any default under this note, the holder of this note may, at its option, and without notice, declare the entire unpaid balance of, and all accrued interest on, this note to be immediately due and payable. Revolving Credit Loans may be made from time to time by the Lender to the Borrower in the manner and subject to the terms and conditions set forth in the Loan Agreement. Upon the disbursement of each Revolving Credit Loan, the Lender shall record the making and amount of such loan in the Lender's books and records. The Lender shall also record in the Lender's books and records the payment by the Borrower of amounts of principal made on this note. The aggregate amount of all Revolving Credit Loans made by the Lender and recorded in the Lender's books and records less the amounts of payment of principal made by the Borrower and recorded in the Lender's books and records shall be the principal amount outstanding under this note. The information contained on the Lender's books and records shall be prima facie evidence of the unpaid amount of principal outstanding under this note. All or any part of the outstanding principal amount of this note may be prepaid at any time without penalty. All prepayments shall be applied in accordance with the terms of the Loan Agreement. Failure of the holder of this note to exercise any of its rights or remedies shall not constitute a waiver of any provision of this note or of the Loan Agreement, the Security Instruments, or the other Borrower Documents or of any of such holder's rights and remedies, not shall it prevent the holder from exercising any rights or remedies with

respect to the subsequent happening of the same or similar occurrences. All remedies of the holder hereof shall

respect to the subsequent happening of the same or similar occurrences. All remedies of the holder hereof shall be cumulative to the greatest extent permitted by law. Time shall be of the essence for payment of all payments of interest and principal on this note. If there is any default under this note, and this note is placed in the hands of an attorney for collection, or is collected through any court, including any bankruptcy court, the Borrower promises to pay to the order of the holder hereof such holder's reasonable attorneys' fees and court costs incurred in collecting or attempting to collect or securing or attempting to secure this note or enforcing the holder's rights with respect to any collateral securing this note, to the extent allowed by the laws of the Commonwealth of Kentucky or any state in which any collateral for this note is situated. This note has been delivered in, and shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky. All parties to this instrument, whether makers, sureties, guarantors, endorsers, accommodation parties or otherwise, shall be jointly and severally bound, and jointly and severally waive presentment, demand, notice or dishonor, protest, notice of protest, notice of nonpayment or no acceptance and any other notice and all due diligence or promptness that may otherwise be required by law (but not any notice required by the Borrower Documents), and all exemptions to which they may now or hereafter be entitled under the laws of the Commonwealth of Kentucky, of the United States of America or any state thereof. The holder of this instrument may whether one or more times, with or without notice to any party, and without affecting the obligations of any maker, surety, guarantor, endorser, accommodation party or any other party to this note (1) extend the time for payment of either principal or interest form time to time, (2) release or discharge any one or more parties liable on this note, (3) suspend the right to enforce this note with respect to any persons, (4) change, exchange or release any property in which the holder has any interest securing this note, (5) justifiably or otherwise, impair any collateral securing this note or suspend the right to enforce against any such collateral, and (6) at any time it deems it necessary or proper, call for and should it be made available, accept, as additional security, the signature or signatures of additional parties or a security interest in property of any kind or description of both. IN WITNESS WHEREOF, the parties have executed this revolving credit note as of the date set out in the preamble hereto, but actually on the date(s) set forth below. UNIQUEST COMMUNICATIONS, INC.
By /s/ Thomas E. Aliprandi -----------------------------Thomas E. Aliprandi, President 2/24/96 /s/ David E. Shepardson -----------------------------David E. Shepardson, III Vice President, Treasurer

Date: By

Date:

2/24/96

FIRST AMENDMENT TO REVOLVING CREDIT NOTE THIS FIRST AMENDMENT TO REVOLVING CREDIT NOTE is made and entered into as of the 1st day of March, 1997, between (i) UNIQUEST COMMUNICATIONS, INC., a Utah corporation (the "Borrower"), and (ii) AGENT FINANCIAL SERVICES, LLC, a Kentucky limited liability company (the "Lender"). PRELIMINARY STATEMENT:

FIRST AMENDMENT TO REVOLVING CREDIT NOTE THIS FIRST AMENDMENT TO REVOLVING CREDIT NOTE is made and entered into as of the 1st day of March, 1997, between (i) UNIQUEST COMMUNICATIONS, INC., a Utah corporation (the "Borrower"), and (ii) AGENT FINANCIAL SERVICES, LLC, a Kentucky limited liability company (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 Borrower has now requested that the Lender extend the payment due dates of the Note from March 1, 1997, June 1, 1997 and September 1, 1997 to one due date of January 31, 1998, which the Lender is willing to do upon the condition, among others, that the Borrower execute and deliver this First 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 principal due dates of the Note from March 1, 1997, June 1, 1997 and September 1, 1997 to one due date of January 31, 1998. 3. The Borrower and the Lender hereby agree to an annual interest rate of the Prime Rate plus two percent (2%). 4. Each of the Loan Agreement and the other Borrower Documents to which the Borrower is a party is hereby amended to reflect that the principal due dates of March 1, 1997, June 1, 1997 and September 1, 1997 be extended to one due date of January 31, 1998. 5. The term "Guaranty" as defined in Section I of the Loan Agreement, is hereby redefined to mean that certain Guaranty Agreement dated as of September 18, 1995, executed and delivered by the Guarantors in favor of the Lender, as amended pursuant to that certain Ratification and Reaffirmation of even date herewith, executed and delivered by the Guarantors in favor of the Lender. 6. Except to the extent amended or modified hereby, the Borrower hereby reaffirms all its representations, warranties and covenants set forth in the Loan Agreement and the other Borrower Documents to which it is a party 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 principal balance of and all accrued and unpaid interest on the Revolving Credit Note, as amended pursuant to this First Amendment. 7. The Borrower represents and warrants that no Event of Default has occurred or is continuing under the Loan Agreement.

8. This First 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. 9. This First Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky. 10. This First Amendment constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior understandings with respect to the subject matter hereof. 11. No change, modification, addition or termination of this First 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. IN WITNESS WHEREOF, the Borrower and the Lender have caused this First 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")

SECOND AMENDMENT TO REVOLVING CREDIT NOTE THIS SECOND AMENDMENT TO LOAN AGREEMENT (the "Second 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

SECOND AMENDMENT TO REVOLVING CREDIT NOTE THIS SECOND AMENDMENT TO LOAN AGREEMENT (the "Second 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, 1998 to January 31, 1999, which the Lender is willing to do upon the condition, among others, that the Borrower execute and deliver this Second Amendment in favor of the Lender. NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration of the foregoing premises, 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 amended. 2. The Lender hereby extends the due date of the Note from January 31, 1998 to January 31, 1999. 3. Upon the occurrence of (i) a sale of accounts or change in control under section 4.2 of the Agent's Agreement, or (ii) an initial public offering by UniDial Incorporated resulting in a distribution of cash, securities and/or options to the Borrower, all amounts advanced under the Revolving Credit Note, and any not delivered in renewal, replacement, substitution, extension or novation thereof, and any amendments thereto, together with all interest and other sums due, shall become immediately due and payable. All proceeds will be used to pay off any remaining balance owed to the Lender. 4. 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 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. 5. This Second 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.

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.

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")

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

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

principal balance of and all accrued and unpaid interest on the Note, and any note delivered in renewal,

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

By:

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

By:

FOURTH AMENDMENT TO REVOLVING CREDIT NOTE THIS FOURTH AMENDMENT TO LOAN AGREEMENT (the "Fourth 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 Lender has purchased the entire rights, titles and interests of Agent Financial Services, LLC in and to the Loan Agreement, the Revolving Credit Note and the other Borrower Documents, as such term is defined in the Loan Agreement. E. 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 One Hundred Eighty Five Thousand Dollars ($185,000.00) to One Hundred Sixty Eight Thousand Dollars ($168,000.00) 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 three percent (3%). 5. In consideration of the extension of the due date of the Note from January 31, 2000 to January 31, 2001, the Borrower covenants and agrees: a. To pay the Lender a commitment fee in the amount of One Thousand Six Hundred Eighty and 00/100 Dollars ($1680.00) which equals one percent (1%) of the

outstanding balance of the Note. The commitment fee will be paid on or before April 30, 2000.

outstanding balance of the Note. The commitment fee will be paid on or before April 30, 2000. b. To pay and deliver a monthly payment of principal to the Lender in an amount equal to Two Thousand Dollars ($2,000.00) on or before the last day of each month with the first payment due on or before March 31, 2000. c. To continue to pay and deliver a monthly payment of interest to the Lender on or before the last day of each month as defined in the Promissory Note. d. In the event the Borrower is entitled to receive monies from the Lender for any reason, other than recurring monthly commissions paid to the Borrower that relate to the goods and services provided to customers under the Borrower's UniDial Customer Base, the Borrower hereby authorizes the Lender to apply the entire net proceeds to the Promissory Note as principal payment. e. In the even the Borrower is entitled to receive any additional property from the Lender for any reason, other than the payment of money as contemplated in subsection (d) above and other than recurring monthly commissions paid to the Borrower that relate to the goods and services provided to customers under the Borrower's UniDial Customer Base, the Borrower hereby pledges to the Lender, and grants to the Lender a security interest in, al such property as additional security for the payment of the unpaid principal and accrued and unpaid interest on this Note. The Borrower authorizes the Lender to hold all such property as a secured party until this Note has been paid in full to the Lender. 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 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 Fourth 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 Fourth 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 Fourth 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 Fourth 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

AGENT FINANCIAL SERVICES, LLC
By: /s/ John Grieve --------------------------------John Grieve

(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: 4/5/00

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

Date:

4/5/00

SECURITY AGREEMENT This is a Security Agreement dated as of September 18, 1995 (this "Agreement"), between UNIDIAL INCORPORATED, a Kentucky corporation (the "Lender") and UNIQUEST COMMUNICATIONS, INC., a Utah corporation (the "Borrower"). Recitals A. The Borrower and the Lender are entering into a Loan Agreement dated as of the date of this Agreement (the "Loan Agreement") (to which the form of this Agreement is attached as Annex B, pursuant to which, among other things, the Lender has agreed to provide the Borrower with the Revolving Credit (as that term is defined in the Loan Agreement). B. The Borrower is entering into this Agreement to secure the payment of the Revolving Credit and the Borrower's other obligations to the Lender, including under the Loan Agreement and the other Borrower Documents (as that term is defined in the Loan Agreement). C. This Agreement is being entered into concurrently with the extension of the Revolving Credit, and the Lender is extending the Revolving Credit in reliance up the Borrower's obligations evidenced by this Agreement. NOW, THEREFORE, the Borrower and the Lender agree as follows: 1. Definitions. Capitalized terms not otherwise defined herein shall have the meanings given them in the Loan Agreement. In addition the following terms shall have the following meanings, and the meanings assigned to all capitalized terms used herein shall be equally applicable to both the singular and plural forms of the terms defined: "Accounts Receivable" shall have the meaning given that term in the Loan Agreement.

SECURITY AGREEMENT This is a Security Agreement dated as of September 18, 1995 (this "Agreement"), between UNIDIAL INCORPORATED, a Kentucky corporation (the "Lender") and UNIQUEST COMMUNICATIONS, INC., a Utah corporation (the "Borrower"). Recitals A. The Borrower and the Lender are entering into a Loan Agreement dated as of the date of this Agreement (the "Loan Agreement") (to which the form of this Agreement is attached as Annex B, pursuant to which, among other things, the Lender has agreed to provide the Borrower with the Revolving Credit (as that term is defined in the Loan Agreement). B. The Borrower is entering into this Agreement to secure the payment of the Revolving Credit and the Borrower's other obligations to the Lender, including under the Loan Agreement and the other Borrower Documents (as that term is defined in the Loan Agreement). C. This Agreement is being entered into concurrently with the extension of the Revolving Credit, and the Lender is extending the Revolving Credit in reliance up the Borrower's obligations evidenced by this Agreement. NOW, THEREFORE, the Borrower and the Lender agree as follows: 1. Definitions. Capitalized terms not otherwise defined herein shall have the meanings given them in the Loan Agreement. In addition the following terms shall have the following meanings, and the meanings assigned to all capitalized terms used herein shall be equally applicable to both the singular and plural forms of the terms defined: "Accounts Receivable" shall have the meaning given that term in the Loan Agreement. "Collateral" shall mean any or all of the property in which the Borrower grants to the Lender a security interest under Section 2 of this Agreement. "Event of Default" shall have the meaning given that term in Section 8 of this Agreement. "General Intangibles" shall have the meaning given that term in the Loan Agreement. "Inventory" shall have the meaning given that term in the Loan Agreement. "Person" shall have the meaning given that term in the Loan Agreement. "Revolving Credit Loan" shall have the meaning given that term in the Loan Agreement. "Revolving Credit Note" shall have the meaning given that term in the Loan Agreement. "Secured Obligations" shall mean all of the obligations secured by this Agreement as set forth in Section 3 of this Agreement. "Tangible Property" shall have the meaning given that term in the Loan Agreement. "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 event or occurrence which, together with the giving of any required notice or the passage of any required period of time, or both, would constitute an Event of Default. 2. Grant of Security Interests.

"Unmatured Default" shall mean the happening of any event or occurrence which, together with the giving of any required notice or the passage of any required period of time, or both, would constitute an Event of Default. 2. Grant of Security Interests. (a) The Borrower grants to the Lender a security interest in the following property: (1) All of the Debtor's right, title and interest under that certain Independent Agent Agreement dated July 24, 1994 between the Debtor and the Secured Party; (2) All of the Debtor's right, title and interest under that certain Distributor Agreement dated August 31, 1995, between the Debtor and Automated Solutions, Inc.; (3) All of Debtor's right, title and interest to its customer lists and client lists; (4) All accounts arising under the Agreements referenced in (1) and (2) above; (5) Any and all of the foregoing property, whether now existing or hereafter acquired; and (b) The Borrower grants a further security interest to the Lender in the proceeds and products of any sale, exchange, collection or other disposition of the Collateral or any part thereof. 3. Obligations Secured. The security interest 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, and any and all obligations contained in the Revolving Credit Note; (b) any and all of the representations, warranties, obligations, agreements, covenants and promises of the Borrower contained in the Loan Agreement, the Revolving Credit Note, this Agreement and the other Borrower Documents, 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, regardless of whether of the same or of a different class or type as the indebtedness evidenced by the Revolving Credit Note and/or the other Borrower Documents, and whether or not the creation thereof was reasonably foreseeable or would be naturally contemplated by the Borrower or the Lender as the date of this Agreement. 4. Representation and Warranties. To induce the Lender to enter into this Agreement, any and all of the representations and warranties made by the Borrower in the Loan Agreement and the other Borrower Documents are incorporated herein by reference, and the Borrower further represents, warrants and agrees as follows: (a) The Borrower has full right, power, authority and capacity to enter into and perform this Agreement; and this Agreement has been duly entered into and delivered and constitutes a legal, valid and binding obligation of the Borrower enforceable in accordance with its terms. (b) The Borrower has good and marketable title to the Borrower's Collateral, and the Collateral is not subject to any lien, charge, pledge, encumbrance, claim or security interest other than the security interests created by this Agreement.

(c) The Borrower's chief place of business is located at 6975 Union Park Center, Suite 340, Midvale, UT 84047. (d) The Collateral is used and will be used for business use only. (e) The registered office of the Borrower's registered agent in Utah is located in Salt Lake County, Utah.

(c) The Borrower's chief place of business is located at 6975 Union Park Center, Suite 340, Midvale, UT 84047. (d) The Collateral is used and will be used for business use only. (e) The registered office of the Borrower's registered agent in Utah is located in Salt Lake County, Utah. (f) Within the five (5) consecutive years last preceding the date of this Agreement, the Borrower has not conducted business under, or otherwise used, any name other than UniQuest Communications, Inc. (g) The Borrower understands and acknowledges that the Lender is extending the Revolving Credit in reliance upon the security interests granted by the Borrower evidenced by this Agreement. The Borrower intends to induce the Lender to extend the Revolving Credit, recognizing that such inducement results in this Agreement becoming legally valid and enforceable. 5. Duration of Security Interests. The Lender, its successors and assigns, shall hold the security interests created hereby upon the terms of this Agreement, and this Agreement shall continue until the Revolving Credit Note has been paid in full, the other Secured Obligations have been performed, executed, or satisfied in their entirety, and no commitment to lend or extend credit which is intended to be secured hereby remains outstanding. After payment of any part of the Secured Obligations, the Lender may, at its option, retain all or any portion of the Collateral as security for any remaining Secured Obligations and retain this Agreement as evidence of such security. The security interest granted hereunder shall not be impaired or affected by any renewals or extensions of time for payment of any of the Secured Obligations, or by release of any party liable on the Secured Obligations; by any acquisition, release or surrender of other security, collateral or guaranty; by delay in enforcement of payment of any of the Secured Obligations; or by delay in enforcement of payment of any of the Secured Obligations; or by delay in enforcement of any security. 6. Certain Notices. The Borrower shall notify the Lender of any and all changes of location of the Borrower's chief place of business and of the registered office of the Borrower's registered agent in Utah and of the location of the Collateral at least ten (10) days prior to effecting any such change. 7. Covenant Not to Dispose of or Impair Collateral. The Borrower shall not, without the prior written consent of the Lender, sell, transfer or otherwise dispose of the Collateral, or any part thereof or interest therein. The Borrower shall not permit any of the Collateral to be levied upon under any legal process, nor permit anything to be done that may impair the value of the Collateral or the security intended to be provided by this Agreement. 8. Default. The occurrence of an Event of Default under the Loan Agreement shall constitute a default under this Agreement (an "Event of Default"). 9. Loan Remedies. Upon any Event of Default, the Lender may at its option declare any and all of the Revolving Credit Loans and the other Secured Obligations to be immediately due and payable; and k, in addition to that right, and in addition to exercising all other rights or remedies, the Lender may proceed to exercise with respect to the Collateral all rights, options and remedies of a secured party upon default as provided for under the Uniform Commercial Code. The rights of the Lender upon an Event of Default shall include, without limitation, any and all rights and remedies in any and all other documents, instruments, agreements and other writings between the Lender and the Borrower, all rights and remedies as provided by law, in equity or otherwise, and in addition thereto, the following:

(a) The right to require the Borrower to assemble the Collateral and make it available to the Lender at a place or places to be designated by the Lender. (b) The right to sell the Collateral at public or private sale in one or more lots in accordance with Uniform Commercial Code. The Lender may bid upon and purchase any or all of the Collateral at any of the Collateral shall extinguish the Borrower's rights under section 9-506 of the Uniform Commercial Code upon application of the unpaid portion of the Secured Obligations. The Lender shall be entitled to apply the proceeds of any such sale to the satisfaction of the Secured Obligations and to expenses incurred in realizing upon the Collateral in

(a) The right to require the Borrower to assemble the Collateral and make it available to the Lender at a place or places to be designated by the Lender. (b) The right to sell the Collateral at public or private sale in one or more lots in accordance with Uniform Commercial Code. The Lender may bid upon and purchase any or all of the Collateral at any of the Collateral shall extinguish the Borrower's rights under section 9-506 of the Uniform Commercial Code upon application of the unpaid portion of the Secured Obligations. The Lender shall be entitled to apply the proceeds of any such sale to the satisfaction of the Secured Obligations and to expenses incurred in realizing upon the Collateral in accordance with the Uniform Commercial Code. (c) The right to recover the reasonable expenses of taking possession of any of the Collateral that may be reduced to possession, preparing the Collateral for sale, selling the Collateral, and other like expenses. (d) The right to recover all of the Lender's expenses of collection, including, without limitation, court costs and reasonable attorneys' fees and disbursements incurred in realizing upon the Collateral or enforcing or attempting to enforce any provision of this Agreement. (e) The right to retain the Collateral and become the owner thereof, in accordance with the provisions of the Uniform Commercial Code. (f) The right to proceed by appropriate legal process at law or in equity to enforce any provision of this Agreement or in a id of the execution of any power of sale, or for foreclosure of the security interest of the Lender, or for the sale of the Collateral under the judgment or decree of any court. (g) The right to enter any premises where any Collateral may be located for the purpose of taking possession or removing the same. 10. Cumulative Remedies. The rights and remedies of the Lender shall be deemed to be cumulative, and any exercise of any right or remedy shall not be deemed to be an election of that right remedy to the exclusion of any other right or remedy. Notwithstanding the foregoing, the Lender shall be entitled to recover by the cumulative exercise of all remedies no more than the sum of (a) the Secured Obligation at the time of exercise of remedies, plus (b) the costs, fees and expenses the Lender is otherwise entitled to recover. 11. Waivers. The Borrower acknowledges that this Agreement involves the grant of multiple security interests, and the Borrower hereby waives, to the extent permitted by applicable law, (a) any requirement of marshalling assets or proceeding against Persons or assets in any particular order, and (b) any and all notices of every kind and description which may be required to be given by any statute or rule of law and any defense of any kind which the Borrower may now or hereafter have with respect to the rights of the Lender with respect to the Collateral under this Agreement. 12. Certain Obligations Regarding Collateral. (a) The Borrower shall keep and maintain the Borrower's Inventory and Tangible Property in good condition and repair and under adequate condition of storage to prevent its deterioration or depreciation in value. (b) The Borrower shall keep the Collateral free and clear of any and all liens other than the security interests created in favor of the Lender under this Agreement or permitted by the Borrower Documents, and shall declare and pay any and all fees, assessments, charges and taxes allocable to the Collateral, or which might result in a lien against the Collateral if left unpaid unless the Borrower at the Borrower's own expense is contesting the

validity or amount thereof in good faith by an appropriate proceeding timely instituted which shall operate to prevent the collection or satisfaction of the lien or amount so contested. If the Borrower fails to pay such amount and is not contesting the validity or amount thereof in accordance with the preceding sentence, the Lender may, but is not obligated to, pay such amount, and such payment shall be deemed conclusive evidence of the legality or validity of such amount. The Borrower shall promptly reimburse the Lender for any and all payments made by the

validity or amount thereof in good faith by an appropriate proceeding timely instituted which shall operate to prevent the collection or satisfaction of the lien or amount so contested. If the Borrower fails to pay such amount and is not contesting the validity or amount thereof in accordance with the preceding sentence, the Lender may, but is not obligated to, pay such amount, and such payment shall be deemed conclusive evidence of the legality or validity of such amount. The Borrower shall promptly reimburse the Lender for any and all payments made by the Lender in accordance with the preceding sentence, and until reimbursement, such payments shall be part or the Secured Obligations. 13. Use and Inspection of Collateral. The Borrower shall not use the Collateral in violation of any statute or ordinance, and the Lender shall have the right, at reasonable hours, to inspect the Collateral at the premises of the Borrower or wherever the Collateral may be located. 14. Notice. (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) All notices and other communications under this Agreement shall be delivered in accordance with and subject to Section 12 of the Loan Agreement. 15. Further Assurance. The Borrower shall sign from time to time such financing statements and other documents and instruments and take such other actions as the Lender may reasonably request from time to time to more fully create, perfect, continue, maintain or terminate the security interests in the Collateral intended to be created in this Agreement. 16. Miscellaneous. (a) Failure by the Lender to exercise any right shall not be deemed a waiver of that right, and 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. (b) If any part, term or provision of this Agreement is held by any court to be 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 enforced 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. (c) The headings in this Agreement have been included for ease and reference only, and shall not be considered in the construction or interpretation of this Agreement. (d) This Agreement shall inure to benefit of the Lender, its successors and assigns, and all obligations of the Borrower shall bind the Borrower's successors and assigns. (e) To the extent allowed under the Uniform Commercial Code, this Agreement shall in all respects be governed by and construed in accordance with the laws of the Commonwealth of Kentucky. (f) This agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. No change, modification, addition or termination of this Agreement shall be enforceable unless in writing and signed by the party against whom enforcement is sought.

(g) This Agreement may be signed by each party upon a separate copy, and in such cases one counterpart of this Agreement shall consist of enough of such copies to reflect the signature of each party. (h) 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 terms thereof to produce or account for more

(g) This Agreement may be signed by each party upon a separate copy, and in such cases one counterpart of this Agreement shall consist of enough of such copies to reflect the signature of each party. (h) 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 terms thereof to produce or account for more than one such counterpart. (i) 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 OF THE LOAN AGREEMENT. (j) 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 WIT 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 AN 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 executed and delivered this Agreement as of the date set out in the preamble hereto, but actually on the date(s) set forth below. BORROWER: UNIQUEST COMMUNICATIONS, INC.
By: /s/ Thomas E. Aliprandi -----------------------------Thomas E. Aliprandi, President Date: 2/24/96

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 May 30, 1999

Commission expires:

By:

/s/ David Shepardson --------------------David E. Shepardson, III

Notary Public:

/s/ Marc Johnson May 30, 1999

Commission expires:

By:

/s/ David Shepardson --------------------David E. Shepardson, III Vice President, Treasurer February 24, 1996

Date:

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 May 30, 1999

Commission expires:

LENDER: UNIDIAL INCORPORATED
By: /s/ Kenneth D. Richey ------------------------Kenneth D. Richey March 5, 1996

Date:

STATE OF KENTUCKY COUNTY OF JEFFERSON The foregoing instrument was acknowledged before me by Kenneth D. Richey, the Secretary/Treasurer of UniDial Incorporated, a Kentucky corporation, on behalf of the Corporation, on March 5, 1996.
Notary Public: /s/ Rhonda J. Lamb August, 26, 1998

Commission expires:

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

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

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")

STOCK PLEDGE AGREEMENT This is a Stock Pledge Agreement (this "Pledge Agreement") dated as of September 18, 1995, between Thomas E. Aliprandi and David E. Shepardson (the "Shareholders"), and UniDial Incorporated, a Kentucky corporation (the "Lender"). Recitals The Shareholders wish to secure the payment and performance of their obligations under the Loan Agreement, the Revolving Credit Note (as that term is defined in the Loan Agreement), the Security Agreement, and the other documents listed in Section 3 of this Pledge Agreement by granting to the Lender a security interest in the Pledged Shares (as defined below). 1. Definitions. As used in this Agreement, unless otherwise defined in this Agreement, the terms defined in the Loan Agreement shall have the meaning given them there; and the following terms shall have the following meanings: (a) "Loan Agreement" shall mean the loan agreement dated as of September 18, 1995, between the Lender and UniQuest.

STOCK PLEDGE AGREEMENT This is a Stock Pledge Agreement (this "Pledge Agreement") dated as of September 18, 1995, between Thomas E. Aliprandi and David E. Shepardson (the "Shareholders"), and UniDial Incorporated, a Kentucky corporation (the "Lender"). Recitals The Shareholders wish to secure the payment and performance of their obligations under the Loan Agreement, the Revolving Credit Note (as that term is defined in the Loan Agreement), the Security Agreement, and the other documents listed in Section 3 of this Pledge Agreement by granting to the Lender a security interest in the Pledged Shares (as defined below). 1. Definitions. As used in this Agreement, unless otherwise defined in this Agreement, the terms defined in the Loan Agreement shall have the meaning given them there; and the following terms shall have the following meanings: (a) "Loan Agreement" shall mean the loan agreement dated as of September 18, 1995, between the Lender and UniQuest. (b) "Lender" shall mean UniDial Incorporated. (c) "Loan" shall mean the loan made by the Lender to UniQuest on the terms and conditions of the Loan Agreement. (d) "Pledged Shares" shall mean all of the shares in which the Lender has a security interest pursuant to Section 2 (a) of this Agreement and any proceeds and products thereof. (e) "Secured Obligations" shall mean the obligations secured by this Agreement and described in Section 3 of this Agreement (f) "UniQuest" shall mean UniQuest Communications, Inc. 2. Grant of Security Interest. (a) The Shareholders grant to the Lender a security interest in and pledge to the Lender all of their right, title and interest in and to 9300 shares (representing 93%) of the authorized, issued and outstanding shares of UniQuest common stock, and any capital stock of UniQuest issued in the future. The Shareholders further grant to the Lender a security interest in any stock rights, rights to subscribe, liquidating dividends, stock dividends, dividends paid in stock, new securities, or any other property to which the Shareholders are or may hereafter become entitled to receive on account of the Pledged Shares. If the Shareholders receive additional property of such nature, they shall immediately deliver such property to the Lender to be held by the Lender in the same manner as the Pledged Shares, pledged previously pursuant to this Pledge Agreement. (b) The Shareholders grant a further security interest to the Lender in the proceeds or products by any sale or other disposition of the Pledged Shares. 3. Obligations Secured. The security interests created hereby secure the payment and performance of all of the following Secured Obligations: (a) any and all indebtedness of UniQuest to the Lender evidenced by the Revolving Credit Note, and all obligations contained in the Revolving Credit Note; (b) all of the obligations, agreement, covenants and representations of UniQuest contained in the Loan Agreement, (c) all of the obligations, agreements, covenants and representations of UniQuest contained in the Security Agreement, and any other related document, whether or not now or hereafter evidenced by any note, instrument or other writing; (d) any and all indebtedness of the Shareholders contained in and evidenced by the Guaranty Agreements, and (e) any and all indebtedness, obligation or liability of the Shareholders and/or UniQuest to the Lender, however evidenced, direct or indirect, absolute or contingent, whether now existing or hereafter arising.

4. Representations and Warranties. To induce the Lender to enter into the Loan Agreement and this Agreement, the Shareholders represent and warrant as follows:

(a) The Shareholders have full right, power and authority to enter into and perform their obligations under this Agreement, and this Agreement has been duly entered into and delivered and constitutes a legal, valid and binding obligation of the Shareholders enforceable in accordance with its terms. (b) The Shareholders have good and marketable title to the Pledged Shares subject to no lien, charge, pledge, encumbrance, claim or security interest other than the security interest created by this Agreement and the Security Agreement. (c) The Pledged Shares are properly issued and constitute 93% of the issued and outstanding shares of UniQuest. (d) The Shareholders have not entered into any stock restriction or purchase agreement with respect to the Pledged Shares which would in any way restrict the sale, pledge or other transfer of the Pledged Shares of or any interest in or to the Pledged Shares. 5. Duration of Security Interest. The Lender and its successors and assigns shall hold the Pledged Shares and security interest created hereby upon the terms of this Agreement, and this security interest shall continue until the Secured Obligations have been paid in full. The Lender may at any time deliver the Pledged Shares or other collateral, or any part thereof, to the Shareholders. The receipt thereof by the Shareholders shall be a complete and full discharge of the Lender concerning the Pledged Shares so delivered, and the Lender shall thereafter be discharged from any liability or responsibility therefore. 6. Maintaining Freedom from Liens. UniQuest and the Shareholders shall keep the Pledged Shares free and clear of liens and shall pay all amounts, including taxes, assessments or charges, which might result in a lien against the Pledged Shares if left unpaid, unless the Shareholders at their own expense are contesting such amount in good faith by an appropriate proceeding timely instituted which shall operate to prevent the collection or satisfaction of the lien or amount so contested. If the Shareholders fail to pay such amounts and are not contesting the validity or amount thereof in accordance with the next preceding sentence, the Lender may, but is not obligated to, pay such amounts, and such payment shall be conclusive evidence of the legality or validity thereof. The Shareholders shall promptly reimburse the Lender for any such payments, and until reimbursement, such payments shall be a part of the Secured Obligations. 7. Certain Rights and Obligations Respecting Pledged Shares. (a) The Shareholders shall continue to be the owners of the Pledged Shares so long as no Default has occurred, and during that time may exercise their voting rights with respect to the Pledged Shares (but only for purposes not inconsistent with the covenants, obligations and purposes of this Agreement) and receive distributions with respect to the Pledged Shares. (b) The Shareholders shall not sell, transfer or attempt to sell or transfer any of the Pledged Shares, or any part thereof or interest therein, without the express prior written consent of the Lender. Any such consent of the Lender shall not constitute the release by the Lender of its interest in the Pledged Shares. Any such sale or transfer shall transfer the Pledged Shares subject to the security interest of the Lender. (c) Without the Lender's prior written consent, which will not be unreasonably withheld, the Shareholders shall not permit or cause UniQuest to issue any capital stock other than the capital stock issued and outstanding on the date of this Agreement. If for any reason any Person (including the Shareholders) acquires any interest in any capital stock of any of UniQuest in addition to the Pledged Shares, the Shareholders shall, and shall cause the acquiror to immediately deliver to the Lender certificates representing the shares acquired, together with stock powers relating to those shares (properly executed in blank), to be held by the Lender pursuant to Sections 2(a) and 2(b) of this Agreement. If any such Person has not entered into a pledge and/or security agreement on terms identical to this Agreement, such Person shall do so concurrently with his delivery to the Lender of those certificates.

(a) The Shareholders have full right, power and authority to enter into and perform their obligations under this Agreement, and this Agreement has been duly entered into and delivered and constitutes a legal, valid and binding obligation of the Shareholders enforceable in accordance with its terms. (b) The Shareholders have good and marketable title to the Pledged Shares subject to no lien, charge, pledge, encumbrance, claim or security interest other than the security interest created by this Agreement and the Security Agreement. (c) The Pledged Shares are properly issued and constitute 93% of the issued and outstanding shares of UniQuest. (d) The Shareholders have not entered into any stock restriction or purchase agreement with respect to the Pledged Shares which would in any way restrict the sale, pledge or other transfer of the Pledged Shares of or any interest in or to the Pledged Shares. 5. Duration of Security Interest. The Lender and its successors and assigns shall hold the Pledged Shares and security interest created hereby upon the terms of this Agreement, and this security interest shall continue until the Secured Obligations have been paid in full. The Lender may at any time deliver the Pledged Shares or other collateral, or any part thereof, to the Shareholders. The receipt thereof by the Shareholders shall be a complete and full discharge of the Lender concerning the Pledged Shares so delivered, and the Lender shall thereafter be discharged from any liability or responsibility therefore. 6. Maintaining Freedom from Liens. UniQuest and the Shareholders shall keep the Pledged Shares free and clear of liens and shall pay all amounts, including taxes, assessments or charges, which might result in a lien against the Pledged Shares if left unpaid, unless the Shareholders at their own expense are contesting such amount in good faith by an appropriate proceeding timely instituted which shall operate to prevent the collection or satisfaction of the lien or amount so contested. If the Shareholders fail to pay such amounts and are not contesting the validity or amount thereof in accordance with the next preceding sentence, the Lender may, but is not obligated to, pay such amounts, and such payment shall be conclusive evidence of the legality or validity thereof. The Shareholders shall promptly reimburse the Lender for any such payments, and until reimbursement, such payments shall be a part of the Secured Obligations. 7. Certain Rights and Obligations Respecting Pledged Shares. (a) The Shareholders shall continue to be the owners of the Pledged Shares so long as no Default has occurred, and during that time may exercise their voting rights with respect to the Pledged Shares (but only for purposes not inconsistent with the covenants, obligations and purposes of this Agreement) and receive distributions with respect to the Pledged Shares. (b) The Shareholders shall not sell, transfer or attempt to sell or transfer any of the Pledged Shares, or any part thereof or interest therein, without the express prior written consent of the Lender. Any such consent of the Lender shall not constitute the release by the Lender of its interest in the Pledged Shares. Any such sale or transfer shall transfer the Pledged Shares subject to the security interest of the Lender. (c) Without the Lender's prior written consent, which will not be unreasonably withheld, the Shareholders shall not permit or cause UniQuest to issue any capital stock other than the capital stock issued and outstanding on the date of this Agreement. If for any reason any Person (including the Shareholders) acquires any interest in any capital stock of any of UniQuest in addition to the Pledged Shares, the Shareholders shall, and shall cause the acquiror to immediately deliver to the Lender certificates representing the shares acquired, together with stock powers relating to those shares (properly executed in blank), to be held by the Lender pursuant to Sections 2(a) and 2(b) of this Agreement. If any such Person has not entered into a pledge and/or security agreement on terms identical to this Agreement, such Person shall do so concurrently with his delivery to the Lender of those certificates.

(d) Upon a Default, the Lender may, without notice to the Shareholders, exercise all voting rights and privileges whatsoever with respect to the Pledged Shares, and collect and retain all dividends or other sums and/or

(d) Upon a Default, the Lender may, without notice to the Shareholders, exercise all voting rights and privileges whatsoever with respect to the Pledged Shares, and collect and retain all dividends or other sums and/or distributions now or hereafter payable on or on account of any of the Pledged Shares. To that end the Shareholders hereby constitute any officer of the Lender as their proxy and attorney-in-fact for all purposes of voting the Pledged Shares at any annual, regular or special meeting of the shareholders of UniQuest. This appointment shall be deemed coupled with an interest and is and shall be irrevocable until all of the Secured Obligations have been fully paid and terminated. All personas shall be conclusively entitled to rely upon the Lender's oral or written certification that it is entitled to vote the Pledged Shares hereunder. The Shareholders shall execute and deliver to the Lender any additional proxies and powers of attorney that the Lender may desire in order to vote more effectively the Pledged Shares in its own name. In addition to any other voting rights, the Lender may (1) vote the Pledged Shares to remove one or more of the directors and/or officers of UniQuest; (2) vote the Pledged Shares to elect new directors and officers of any UniQuest who shall thereafter manage the affairs of UniQuest and operate its properties and carry on its business and otherwise take any action with respect hereto as it shall deem necessary and appropriate; (3) vote the Pledged Shares to liquidate UniQuest and/or any of its subsidiaries and/or businesses; and (4) vote the Pledged Shares to authorize the borrowing of money in the name of UniQuest and the pledge of the assets to secure any such borrowings. 8. Default. The happening of any Event of Default (as defined in the Loan Agreement), or the Shareholder's breach of any obligation, covenant or condition of this Agreement, shall constitute a Default under this Agreement. 9. Remedies. Upon any Default the Lender may at its option declare any and all of the Secured Obligations to be immediately due and payable, and in addition to exercising all other rights or remedies, proceed to exercise with respect to the Pledged Shares all rights, options and remedies of a secured party upon default as provided for under the Uniform Commercial Code as then in effect in the Commonwealth of Kentucky. The rights of the Lender upon a Default shall include, without limitation, the following: (a) The right to immediate possession of any Pledged Shares not then in the Lender's possession, without requirement of notice or demand or any legal process. In exercising this right, the Lender may enter into the premises of UniQuest without requirement of any legal process. (b) The right to sell part or all of the Pledged Shares at public or private sale in one or more lots. The Lender shall be entitled to apply the proceeds of any such sale to the satisfaction of the Secured Obligations and to expenses incurred in realizing upon the Pledged Shares in accordance with the Uniform Commercial Code. (i) In the case of any sale by the Lender of the Pledged Shares or any portion thereof on credit for future delivery, which may be elected at the sole option and in the complete discretion of the Lender, the Pledged Shares so sold may, at Lender's option, either be delivered to the purchaser or retained by the Lender until the selling price is paid by the purchaser, but in either event the Lender shall incur no liability in case of failure of the purchaser to take up and pay for the Pledged Shares so sold. In case of any such failure, such Pledged Shares may again be sold by the Lender in the manner provided in this Section. (ii)After deducting all its reasonable costs and expenses of every kind, including without limitation, legal fees, registration fees required by law (Securities and Exchange Commission and other) and expenses, if any, the Lender shall apply the residue of the proceeds of any sale or sales of the Pledged Shares to the Revolving Credit note and other obligations of the shareholders to the Lender under this Agreement, the Loan Agreement, the Security Agreement or the other related documents, in the order or priority elected by the Lender. The Lender shall not incur any liability as a result of the sale of the Pledged Shares at any private sale or sales, and the

Shareholders hereby waive any claim arising by reason of (A) the fact that the price or prices for which the Pledged Shares, or any portion thereof, is sold at such public sale or sales is less than the price which would have been obtained at a private sale or sales, or is less than the amount due and the Lender accepted the first offer received and did not offer the Pledged Shares, or portion thereof, to more than one offeree; or (B) any delay by the Lender in selling the Pledged Shares following a Default hereunder, even if the value of the Pledged Shares thereafter declines; or (C) the immediate sale of the Pledged Shares upon the occurrence of a Default hereunder even if the holder shall remain jointly and severally liable for any deficiency remaining due under this Agreement or

Shareholders hereby waive any claim arising by reason of (A) the fact that the price or prices for which the Pledged Shares, or any portion thereof, is sold at such public sale or sales is less than the price which would have been obtained at a private sale or sales, or is less than the amount due and the Lender accepted the first offer received and did not offer the Pledged Shares, or portion thereof, to more than one offeree; or (B) any delay by the Lender in selling the Pledged Shares following a Default hereunder, even if the value of the Pledged Shares thereafter declines; or (C) the immediate sale of the Pledged Shares upon the occurrence of a Default hereunder even if the holder shall remain jointly and severally liable for any deficiency remaining due under this Agreement or other related documents. (c) The right to recover the reasonable expenses of preparing for the sale of and selling the Pledged Shares, and other like expenses, together with court costs and reasonable attorney's fees incurred. (d) The right to transfer the Pledged Shares, or any part of them, into the Lender's name to facilitate the Lender's exercise of other rights or remedies with respect to them. (e) The right to proceed by appropriate legal process at law or in equity (i) to enforce any provision of this Agreement or in aid of the execution of any power of sale; or (ii) for foreclosure of the security interest of the Lender; or (iii) for the sale of any of the Pledged Shares under the judgment or decree of any court. 10. Remedies Cumulative. The rights and remedies of the Lender shall be deemed to be cumulative, and 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 11. Delivery of Pledged Shares. The Shareholders shall deliver to the Lender certificates representing all of the Pledged Shares, together with stock powers properly executed in blank upon execution of this Agreement, and the Shareholders shall deliver to the Lender all other Pledged Shares hereinafter acquired to the Lender immediately upon receipt thereof. 12. Further Assurances. The Shareholders shall sign such financing statements, assignments of stock separate from certificate, or other documents or instruments as the Lender may reasonably request from time to time to more fully create, perfect, continue, maintain or terminate the rights and security interest intended to be granted or created pursuant to this Pledge Agreement. 13. Notice. (a) Any requirement of the Uniform Commercial Code of reasonable notice (not waived pursuant to this Agreement) shall be met if such notice is mailed, postage prepaid, to UniQuest or, as the case may be, to such other party to whom notice is required, at least five days before the time of sale, disposition or other event or thing giving rise to the requirement of notice. (b) All notices or communications under this Agreement shall be in writing and shall be delivered or mailed to the parties addressed as follows, and any notices so addressed and mailed by registered mail shall be deemed to have been given when mailed. (i) If to UniQuest Communications, Inc.: 6975 Union Park Center, Suite 340 Midvale, UT 84047 Attn: Mr. Thomas E. Aliprandi

With a copy to: Jon V. Harper, Esq. Suite 700 500 West Broadway Salt Lake City, UT 84101

With a copy to: Jon V. Harper, Esq. Suite 700 500 West Broadway Salt Lake City, UT 84101 (ii) If to the Lender: UniDial Incorporated 12910 Shelbyville Road, Suite 211 Louisville, KY 40243 Attn: Mr. Kenneth D. Richey With a copy to: Brown, Todd & Heyburn PLLC 3200 Providian Center Louisville, KY 40202-3363 Attn: Mr. C. Edward Glasscock 14. Waiver. Any forbearance, failure or delay by the Lender in the exercise of any right, power or remedy hereunder shall not be deemed a waiver of that right, power or remedy, and any single or partial exercise of any right, power or remedy shall not preclude the further exercise thereof. Every right, power and remedy of the Lender shall continue in full force and effect until such right, power or remedy is specifically waived in a written instrument signed by the Lender. 15. Severability. If any part, term or provision of this Agreement is held by any court to be illegal or in conflict with any law applicable to this Agreement, the rights and obligations of the parties shall be construed and enforced as if this Agreement did not contain that particular part, term or provision. 16. Headings. The headings in this Agreement have been included for ease of reference only, and shall not be considered in the construction or interpretation of this Agreement. 17. Benefit. This Pledge Agreement shall inure to the benefit of the Lender and its successors and assigns, and all obligations of the Shareholders shall bind their respective successors and assigns. 18. Governing Law/Forum. This Pledge Agreement shall be governed by and construed in accordance with the laws, including without limitation the conflicts of laws rules, of the Commonwealth of Kentucky. Any legal action or proceeding with respect to this Pledge Agreement may be brought in the Courts of the State of Kentucky in and for the County of Jefferson or the United States of America for the Eastern District of Kentucky. By execution of this Agreement, both UniDial and UniQuest hereby submit to such jurisdiction, hereby expressly waiving whatever rights may correspond to either of them by reason of their present or future domicile. 19. Pledge Agreement Governs. If any term, condition or provision of this Pledge Agreement conflicts in any way with any term, condition or provision of the Loan Agreement, the term, condition or provision of this Pledge Agreement shall govern. 20. 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. (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.

IN WITNESS WHEREOF, the Shareholders 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.

IN WITNESS WHEREOF, the Shareholders 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. SHAREHOLDERS:
/s/ Thomas E. Aliprandi ---------------------------Thomas E. Aliprandi Date: 2/24/96 ---------------------

STATE OF UTAH COUNTY OF SALT LAKE The foregoing instrument was acknowledged before me by Thomas E. Aliprandi, on February 24, 1996.
/s/ Marc Johnson ------------------------------Notary Public Commission expires: May 30, 1999 /s/ David E. Shepardson ---------------------------------David E. Shepardson Date: 2/24/96 --------------------------

STATE OF UTAH COUNTY OF SALT LAKE The foregoing instrument was acknowledged before me by David E. Shepardson, on February 24, 1996.
/s/ Marc Johnson ---------------------------------Notary Public Commission expires: May 30, 1999

LENDER: UNIDIAL INCORPORATED
By /s/ Kenneth D. Richey ------------------------Kenneth D. Richey Date: 2/6/96

STATE OF KENTUCKY COUNTY OF JEFFERSON The foregoing instrument was acknowledged before me by Kenneth D. Richey the Secretary/Treasurer of UniDial Incorporated, a Kentucky corporation, on behalf of the Corporation, on March 6, 1996.
/s/ Rhonda J. Lamb ----------------------------Notary Public

Commission expires: August 26, 1998

FIRST AMENDMENT TO STOCK PLEDGE AGREEMENT THIS FIRST AMENDMENT TO STOCK PLEDGE 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). F. The Shareholders collectively own ninety-three percent (93%) of the authorized, issued and outstanding shares of the Borrower's common stock and, in consideration of all of the benefits which the Shareholders will receive from the extension of the maturity date of the Note, the Shareholders are willing to and desire to execute and deliver this First Amendment to Stock Pledge Agreement in favor of the Lender. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth herein, and for other good and valuable consideration, the mutuality, receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Each capitalized term used herein, shall have the meaning set forth in the Stock Pledge Agreement or the Loan Agreement as amended. 2. Section 3 of the Stock Pledge Agreement is hereby amended in its entirety to read as follows: 3. Obligations Secured. The security interests created 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; (b) all of the obligations, agreements, covenants, and representations of the Borrower contained in the Security Agreement as defined in the Loan Agreement, and any amendments thereto; (c) all of the obligations, agreements, covenants and

FIRST AMENDMENT TO STOCK PLEDGE AGREEMENT THIS FIRST AMENDMENT TO STOCK PLEDGE 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). F. The Shareholders collectively own ninety-three percent (93%) of the authorized, issued and outstanding shares of the Borrower's common stock and, in consideration of all of the benefits which the Shareholders will receive from the extension of the maturity date of the Note, the Shareholders are willing to and desire to execute and deliver this First Amendment to Stock Pledge Agreement in favor of the Lender. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth herein, and for other good and valuable consideration, the mutuality, receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Each capitalized term used herein, shall have the meaning set forth in the Stock Pledge Agreement or the Loan Agreement as amended. 2. Section 3 of the Stock Pledge Agreement is hereby amended in its entirety to read as follows: 3. Obligations Secured. The security interests created 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; (b) all of the obligations, agreements, covenants, and representations of the Borrower contained in the Security Agreement as defined in the Loan Agreement, and any amendments thereto; (c) all of the obligations, agreements, covenants and representations of the Borrower contained in the Security Agreement as defined in the Loan Agreement and any amendments thereto, and any other related document, or any other

Borrower Document, as defined in the Loan Agreement and any amendments thereto, whether or not now or hereafter evidenced by any note, instrument, or other writing, or as may be amended or modified in writing; (d) any and all indebtedness of the Shareholders contained in and evidenced by the Guaranty Agreement as defined by the Loan Agreement and any amendments thereto; and (e) any and all indebtedness, obligation, or liability of the Shareholders and/or the Borrower to the Lender, however evidenced, direct or indirect, absolute or contingent, whether now existing or hereafter arising. 3. Section 13(b)(ii) is hereby amended in its entirety to read as follows: 1. If to the Lender: Agent Financial Services, LLC 4350 Brownsboro Road Suite 110, The Summit Louisville, KY 40207 Attn: Mr. Kenneth D. Richey and copy to: Ogden Newell & Welch 1700 Citizens Plaza 500 West Jefferson Street Louisville, KY 40202 Attn: Mr. Robert W. Adams 4. The Shareholders represent and warrant that no Event of Default has occurred or is continuing under the Stock Pledge Agreement. 5. Except to the extent expressly amended or modified hereby, the Shareholders hereby ratify and reaffirm their covenants, agreements, obligations, representations and warranties set forth in the Stock Pledge Agreement. IN WITNESS WHEREOF, the Shareholders and the Lender have caused this First Amendment to Stock Pledge Agreement to be duly executed as of the day and year first above written.
/s/ Thomas E. Aliprandi ---------------------------------Thomas E. Aliprandi /s/ David E. Shepardson ----------------------------David E. Shepardson (the "Shareholders")

AGENT FINANCIAL SERVICES, LLC
/s/ Kenneth D. Richey -----------------------------Kenneth D. Richey, Operating Manager (the "Lender") By:

LICENSE AND OPTION AGREEMENT This License and Option Agreement (hereinafter "Agreement") is entered into as of July 1, 1999 by and between Automated Solutions, Inc., a Utah corporation (hereinafter "Licensor") and PrimeSource Communications Holdings, Inc., a Delaware corporation, or its authorized designee company, provided such designee is a whollyowned subsidiary of PrimeSource Communications Holdings, Inc., and is not a competitor of Licensor, (hereinafter together, "Licensee"). WHEREAS, Licensor desires to license to Licensee certain technology described herein below; and

LICENSE AND OPTION AGREEMENT This License and Option Agreement (hereinafter "Agreement") is entered into as of July 1, 1999 by and between Automated Solutions, Inc., a Utah corporation (hereinafter "Licensor") and PrimeSource Communications Holdings, Inc., a Delaware corporation, or its authorized designee company, provided such designee is a whollyowned subsidiary of PrimeSource Communications Holdings, Inc., and is not a competitor of Licensor, (hereinafter together, "Licensee"). WHEREAS, Licensor desires to license to Licensee certain technology described herein below; and WHEREAS, Licensor desires to sell, and Licensee desires to purchase, certain assets of Licensor as defined more clearly below and/or as shown in the exhibits attached hereto; and THEREFORE, the parties hereby agree as follows: 1. License Grant; Sublease; Equipment Lease. 1.1 In consideration of the non-refundable, irrevocable payment by Licensee to Licensor of the sum of One Hundred Fifty Thousand Dollars ($150,000) in immediately available funds (the "License Fee") payable $50,000 upon execution of this Agreement and the remaining $100,000 not later than 12:00 noon, Friday, July 2, 1999, Licensor hereby grants to Licensee a fully-paid, non-exclusive, non-assignable, perpetual license to use the Licensor's presently existing source code (the "Source Code") for Licensor's data extraction software known as the "Neural Cube?" and the "ADEPT System?" (collectively, the "Data Extraction Technology") solely in connection with Licensee's data extraction service bureau business whereby Licensee proposes to extract Current Data (as such term is defined below) from paper forms and convert such data to electronic files in a manner similar to Licensor's past practices (the "Field of Use"). For purposes of this Agreement, "Current Data" shall mean data that has been entered on paper forms by clients or customers or their affiliates no more than 180 days prior to submission of such data to Licensee for extraction and conversion to electronic files. Licensee's license hereunder is limited to the Field of Use. Licensee acknowledges that its rights in the Data Extraction Technology are limited to the license granted hereunder and that Licensor retains all right, title and interest in and to the Data Extraction Technology except for the limited license specifically granted to Licensee hereunder. Licensor hereby grants to Licensee a fully-paid, non-exclusive, non-assignable, perpetual license to use the Licensor's trade names "Neural Cube?" and "ADEPT System? solely in the Field of Use. Licensee agrees to protect and to not denegrate such trade names, or to modify, alter, change or revise the Source Code or Data Extraction Technology or create or market any derivative thereof. If the Licensee does not exercise the Option (as defined in Section 5 below) prior to the expiration thereof, Licensor shall deliver to Licensee the Source Code in tape medium. Licensee may engage Licensor, on mutually agreeable terms to Licensor and Licensee to install the Data Extraction Technology for use by Licensee at Licensor's facilities. 1.2 Licensor will license to Licensee all upgrades to the Data Extraction Technology as and when such upgrades are fully developed and ready for use; provided, however, Licensee shall, as a condition to receiving such upgrade licenses, pay Licensor a reasonable and competitive license fee or royalty in an amount mutually agreeable to Licensor and Licensee. In addition, Licensor will license to Licensee ongoing Neural Cube? training updates and bug fixes as such updates and bug fixes are fully developed and ready for use; provided, however, Licensee shall, as a condition to receiving such training updates and bug fixes, pay Licensor reasonable license fees or royalties in amounts mutually agreeable to Licensor and Licensee. Except for liability resulting from a breach of this Agreement, neither party shall be liable or obligated under this Agreement or under contract, negligence, strict liability or any other legal or equitable theory (i) for any amounts in excess of one half of the License Fee (in the case of the Licensor) or (in the case of the Licensee) amounts paid or owed by it hereunder or (ii) for any incidental or consequential damages, lost profits, or lost or corrupted data or interrupted use or costs of procurement or substitute goods, technology or services. Licensor makes no warranties to any person or entity with respect to either the Data Extraction Technology or the licenses granted hereunder or any updates, upgrades or improvements thereto or any derivatives thereof or any services or licenses and disclaims all implied warranties, including without limitation, warranties of merchantability, fitness for a particular purpose and noninfringement.

1.3 The Data Extraction Technology and the Source Code constitute proprietary, copyrighted, and confidential information and material of Licensor. Licensee hereby agrees to keep confidential and to not disclose to any third-party the Source Code or the Data Extraction Technology. Licensee further agrees to use the Source Code and the Data Extraction Technology only pursuant to this License and only in the Field of Use. Licensee will bind its officers, directors, employees and other persons under its control to this same obligation of confidentiality and cause them to comply therewith. 1.4 In the event of a breach of this Agreement by Licensee, Licensor may not be able to be adequately compensated by money damages. Consequently, Licensor shall be entitled to an injunction and other equitable remedies, in addition to any remedies available at law, without the necessity of posting a bond or proving actual damages. 1.5 From the date hereof until 5:00 p.m. Mountain Daylight Time on July 16, 1999 (the "Sublease Term"), the Licensor hereby subleases to Licensee and Licensee hereby leases from Licensor the real property located at 1890 West 4000 South, Roy, Utah (the "Real Property") and currently leased by Licensor from C.C. Partnership (the "Landlord") pursuant to a real property lease dated December 15, 1995, a copy of which has been delivered to the Licensee (the "Senior Lease"). During the Lease Term, Licensee shall have the right to use the Personal Property listed on Exhibit "B" hereto in the Field of Use on the Real Property and shall protect, preserve and maintain such Personal Property in good working order and condition. Licensee shall protect, preserve and maintain the Real Property in good working order and condition during the Lease Term. The Licensee agrees to (i) pay Licensor on the date hereof all amounts owing or which are expected to become owing by Licensor to the Landlord during the Sublease Term under the Senior Lease including rent in the amount of $4,000; (ii) abide by and honor all of the terms of the Senior Lease and not cause Licensor to be in default thereunder; and (iii) pay Licensor on the date hereof $5,800 for utilities and telephone expenses, $5,000 for equipmentrelated lease and other expenses for equipment included in the Personal Property listed on Exhibit "B" and $1,000 for office supplies and other expenses. Licensee shall pay all of its own operating and other expenses related to its business. 1.6 Starting from and after 12:00 noon, Friday, July 2, 1999, Licensor shall have the right to hire the employees of Licensor (except Russell W. Wilding, Brett Millar and Mike Bailey). Licensor confirms its intent to hire substantially all of Licensor's employees on that date and assume employment related responsibilities and obligations with respect to the hired employees from and after that date. 2. Assignment. Neither this Agreement nor any rights, licenses or obligations hereunder, may be assigned by Licensee including assignment pursuant to a merger, change of control or operation of law without the prior written approval of Licensor, which approval shall not be unreasonably withheld. Without limiting the generality of the foregoing, Licensor's refusal to approve any assignment shall not be deemed unreasonable if Licensee proposes to assign this Agreement or any of its rights, licenses or obligations hereunder to any third-party reasonably considered by Licensor to be a competitor of Licensor. 3. Non-Compete Covenant. For a period of three years from and after the date of this Agreement, the Licensor will not engage directly or indirectly in any business activity using the Data Extraction Technology within the Field of Use. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 3 is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Section 3 shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. In the event of a breach of this Agreement by Licensor, Licensee may not be able to be adequately compensated by money damages. Consequently, Licensee shall be entitled to an injunction and other equitable remedies, in addition to any remedies available at law, without the necessity of posting a bond or proving actual damages.

4. Assignment of Customer Contracts. To the extent assignable, Licensor hereby assigns to Licensee and Licensee hereby assumes all of Licensor's rights and obligations under any and all agreements between the Licensor and any of Licensor's current clients or customers, all of which contracts are identified on Exhibit "A" attached hereto along with each client's company name, contact name, address and telephone number. From and after the date hereof, Licensee hereby agrees to hold Licensor and its affiliates harmless and indemnify Licensor and its affiliates from and against any and all obligations to the clients and customers referred to in such contracts; provided however, Licensor shall hold Licensee harmless and indemnify Licensee and its affiliates from and against any and all obligations to such clients and customers to the extent such obligations arose prior to July 1, 1999. 5. Option Grant. As further consideration for this Agreement, Licensor hereby grants to Licensee an exclusive option (the "Option") to (i) assume the real property lease dated December 15, 1995 by and between the Licensor and C.C. Partnership for the property located at 1890 West 4000 South, Roy, Utah (the "Real Property Lease"); and (ii) purchase any and all of the furniture, equipment, nonproprietary commercially available software and leasehold improvements listed on Exhibit "B" attached hereto (the "Personal Property") and assume all obligations with respect to the Personal Property. The Option shall expire at 5:00 p.m. Mountain Daylight Time on July 16, 1999. If Licensee elects to exercise the Option, Licensee shall (a) pay to Licensor and Licensor shall have received prior to expiration of the Option, immediately available funds in the amount of Two Hundred Fifty Thousand Dollars ($250,000) (the "Option Payment") and (b) sign and deliver to Licensor the Assignment and Assumption Agreement attached hereto as Exhibit "C." Upon receipt of the Option payment, Licensor shall promptly, (i) subject to the consent of C.C. Partnership and pursuant to the Assignment and Assumption Agreement attached hereto as Exhibit "C," assign all of Licensor's right, title and interest in and to the Real Property Lease to Licensee and (ii) execute and deliver to Licensee a bill of sale in the form attached hereto as Exhibit "D" transferring the Personal Property to Licensee "as-is" "where-is", without warranty of any kind.

6. Limited Representations. Licensor represents and warrants to the Licensee that Licensor owns and has the right and power to (i) grant the License set forth above, (ii) assign the Real Property Lease subject to the consent of C.C. Partnership, (iii) assign all of the assignable contracts listed on Exhibit "A" and (iv) sell and transfer the Personal Property. 7. No Brokers. Neither the Licensor, nor the Licensee has retained nor used, and neither will retain nor use, the services of a broker or finder which would result in the imposition of a fee upon the Licensee, the Licensor or the property of Licensor should the transaction contemplated by this Agreement be consummated. 8. Governing Law. This Agreement shall be governed by the internal laws of the State of Utah. 9. Notices. All notices and other communications hereunder shall be in writing and shall be furnished by hand delivery, registered or certified mail, reputable overnight courier or facsimile to the parties at the addresses set forth below. Any such notice shall be duly given upon the date it is delivered to the addresses shown below, addressed as follows:
If to Licensee: PrimeSource Communications Holdings, Inc. 6955 Union Park Center #390 Midvale, Utah 84047 Attn: David Shepardson If to Licensor: Automated Solutions, Inc. 1890 West 4000 South Roy, Utah 84067-3131 Attn: Russell W. Wilding

6. Limited Representations. Licensor represents and warrants to the Licensee that Licensor owns and has the right and power to (i) grant the License set forth above, (ii) assign the Real Property Lease subject to the consent of C.C. Partnership, (iii) assign all of the assignable contracts listed on Exhibit "A" and (iv) sell and transfer the Personal Property. 7. No Brokers. Neither the Licensor, nor the Licensee has retained nor used, and neither will retain nor use, the services of a broker or finder which would result in the imposition of a fee upon the Licensee, the Licensor or the property of Licensor should the transaction contemplated by this Agreement be consummated. 8. Governing Law. This Agreement shall be governed by the internal laws of the State of Utah. 9. Notices. All notices and other communications hereunder shall be in writing and shall be furnished by hand delivery, registered or certified mail, reputable overnight courier or facsimile to the parties at the addresses set forth below. Any such notice shall be duly given upon the date it is delivered to the addresses shown below, addressed as follows:
If to Licensee: PrimeSource Communications Holdings, Inc. 6955 Union Park Center #390 Midvale, Utah 84047 Attn: David Shepardson Fax: (801) 562-1441 10. Severability. If to Licensor: Automated Solutions, Inc. 1890 West 4000 South Roy, Utah 84067-3131 Attn: Russell W. Wilding Fax: (801) 395-6197

If any provision of this Agreement shall be held invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected and shall be enforceable to the greatest extent permitted by law. This Agreement contains the entire agreement between the Licensor and the Licensee with regard to the matters set forth herein. 11. Counterparts. This Agreement may be executed in counterparts by facsimile, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. IN WITNESS WHEREOF, the Licensor and Licensee have executed this License and Option Agreement through their authorized signatories effective as of the date first above written. AUTOMATED SOLUTIONS, INC.
By: /s/ Russell W. Wilding -------------------------------Russell W. Wilding, President

PRIMESOURCE COMMUNICATIONS HOLDINGS, INC.
By: /s/ Thomas E. Aliprandi ----------------------Thomas E. Aliprandi, President/CEO

EXHIBIT "A" CLIENT AND CUSTOMER CONTRACTS 1. Roadrunner Trucking, dated March 31, 1997 2. Covenant Transport, dated March 6, 1997 3. Kaplan Trucking, dated May 14, 1997 4. Bud Meyer Truck Lines, dated March 21, 1997 5. IC One, dated August 13, 1997 6. Net T Tech, dated October 27, 1997 7. Global Health Trax, dated November 20, 1997 8. Morinda, dated November 26, 1997 9. CCG, dated April 17, 1998 10. Franklin Covey, dated May 11, 1998 11. P5, dated July 1, 1998 (requires prior written consent of P5 in order to assign agreement) 12. Ogden Clinic, dated March 1, 1999 13. Pepsi-Cola Company, dated March 16, 1999 14. Wal*Mart Stores, Inc., dated April 15, 1999 15. Interim, Inc., dated [______] EXHIBIT "B" ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (the "Assignment Agreement") is dated as of July 22, 1999, and is entered into by and between Automated Solutions, Inc., a Utah corporation ("Automated") and PrimeHoldings.Com, Inc., a Delaware corporation ("PS"). Automated and PS are collectively, referred to herein as the "parties" and, individually, as a "party". For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agrees as follows: 1. Assignment of Obligations. Automated hereby assigns, transfers and conveys to PS all of its liabilities and obligations set forth on Schedule 1 attached hereto (the "Obligations"). 2. Assumption of Obligations. PS hereby accepts the forgoing assignment and hereby assumes, covenants and agrees with Automated to perform and discharge all of the Obligations. 3. Indemnification of Automated. PS from and after the date hereof fully indemnifies and holds harmless Automated from and against the entirety of any Adverse Consequences (as that term is defined below) that the Indemnified Persons (or either of them) may suffer resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach) hereof of arising in connection with the Obligations. For purposes of this Section 3, the phrase "Adverse Consequences" shall mean all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages,

EXHIBIT "A" CLIENT AND CUSTOMER CONTRACTS 1. Roadrunner Trucking, dated March 31, 1997 2. Covenant Transport, dated March 6, 1997 3. Kaplan Trucking, dated May 14, 1997 4. Bud Meyer Truck Lines, dated March 21, 1997 5. IC One, dated August 13, 1997 6. Net T Tech, dated October 27, 1997 7. Global Health Trax, dated November 20, 1997 8. Morinda, dated November 26, 1997 9. CCG, dated April 17, 1998 10. Franklin Covey, dated May 11, 1998 11. P5, dated July 1, 1998 (requires prior written consent of P5 in order to assign agreement) 12. Ogden Clinic, dated March 1, 1999 13. Pepsi-Cola Company, dated March 16, 1999 14. Wal*Mart Stores, Inc., dated April 15, 1999 15. Interim, Inc., dated [______] EXHIBIT "B" ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (the "Assignment Agreement") is dated as of July 22, 1999, and is entered into by and between Automated Solutions, Inc., a Utah corporation ("Automated") and PrimeHoldings.Com, Inc., a Delaware corporation ("PS"). Automated and PS are collectively, referred to herein as the "parties" and, individually, as a "party". For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agrees as follows: 1. Assignment of Obligations. Automated hereby assigns, transfers and conveys to PS all of its liabilities and obligations set forth on Schedule 1 attached hereto (the "Obligations"). 2. Assumption of Obligations. PS hereby accepts the forgoing assignment and hereby assumes, covenants and agrees with Automated to perform and discharge all of the Obligations. 3. Indemnification of Automated. PS from and after the date hereof fully indemnifies and holds harmless Automated from and against the entirety of any Adverse Consequences (as that term is defined below) that the Indemnified Persons (or either of them) may suffer resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach) hereof of arising in connection with the Obligations. For purposes of this Section 3, the phrase "Adverse Consequences" shall mean all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses and fees, including court costs and reasonable attorneys' fees and expenses. 4. Binding Effect; Governing Law. This Assignment Agreement will be binding upon and inure to the benefit of the parties and their respective successors and assigns and shall be governed by and construed in accordance with the internal laws (not the conflicts of law rules) of the State of Utah.

IN WITNESS WHEREOF, the undersigned have executed this Assignment and Assumption Agreement as of the date first-above written. AUTOMATED SOLUTIONS, INC., a Utah corporation

IN WITNESS WHEREOF, the undersigned have executed this Assignment and Assumption Agreement as of the date first-above written. AUTOMATED SOLUTIONS, INC., a Utah corporation By: Its: PRIMEHOLDINGS.COM, INC., a Delaware corporation By: David E. Shepardson, III Its:Vice President/CFO SCHEDULE 1 OBLIGATIONS 1. Convergent Capital Corporation Equipment Lease dated 2/8/99 2. Xerox Lease Agreement dated 11/12/96 3. Revco Leasing Co. Lease Agreement dated 4/22/97 4. AT&T Agreement dated 4/25/94 BILL OF SALE Pursuant to the terms of the License and Option Agreement dated July 1, 1999 (the "License Agreement") by and among Automated Solutions, Inc., a Utah corporation ("Automated") and PrimeHoldings.Com, Inc. ("PS"), and for good and valuable consideration as recited in the License Agreement, the receipt and sufficiency of which are hereby acknowledged, Automated does hereby sell, convey, transfer, assign and deliver to PS, effective as of July 22, 1999, all of its right, title and interest in and to all of the property set forth on Schedule 1 attached hereto except for the personal property listed on Schedule 1 under the headings "Intelisys Fixed Assets" or "Additional Intelisys Fixed Assets" which are retained by Automated and not conveyed hereby (the "Property"). Automated owns and is conveying to PS good and marketable title to the Property subject to liens and claims referenced on Schedule 1 to the Assignment and Assumption Agreement relating to certain contractual obligations of Automated and dated July 22, 1999. The Property is conveyed "as-is," "where-is," without warranties of any kind whatsoever, including without limitation, warranties of merchantability, fitness for a particular purpose and non-infringement. IN WITNESS WHEREOF, Automated Solutions, Inc. has caused this Bill of Sale to be duly executed on July 22, 1999. AUTOMATED SOLUTIONS, INC., a Utah corporation By: Its:

FIRST AMENDMENT TO LICENSE AND OPTION AGREEMENT

FIRST AMENDMENT TO LICENSE AND OPTION AGREEMENT This Amendment, dated as of July 22, 1999, is made by and between PrimeHoldings.Com, Inc., a Delaware corporation (the "Licensee"), and Automated Solutions, Inc., a Utah corporation (the "Licensor"). RECITALS: Licensor and Licensee have entered into a License and Option Agreement, dated as of July 1, 1999 (the "License Agreement"). Capitalized terms used in these recitals have the meanings given to them in the License Agreement unless otherwise specified. Licensee has requested that certain amendments be made to the License Agreement, which Licensor is willing to make pursuant to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, it is agreed as follows: 1. Capitalized terms used in this Amendment which are defined in the License Agreement shall have the same meanings as defined therein, unless otherwise defined herein. 2. The License Agreement is hereby amended to add the following new Section 1.1, which new Section 1.1 will replace in its entirety the original Section 1.1 in the License agreement: "2.1 In consideration of the non-refundable, irrevocable payment by Licensee to Licensor of the sum of One Hundred Fifty Thousand Dollars ($150,000) which amount has been received by Licensor, Licensor hereby grants to Licensee a fully-paid, exclusive, non-assignable license to use the Licensor's presently existing source code (the "Source Code") for Licensor's data extraction software known as the "Neural Cube?" and the "ADEPT System?" (collectively, the "Data Extraction Technology") solely in connection with Licensee's data extraction service bureau business whereby Licensee proposes to extract Current Data (as such term is defined below) from paper forms and convert such data to electronic files in a manner similar to Licensor's past practices (the "Field of Use"). For purposes of this Agreement, "Current Data" shall mean data that has been entered on paper forms by clients or customers or their affiliates no more than 180 days prior to submission of such data to Licensee for extraction and conversion to electronic files. Licensee's license hereunder is limited to the Field of Use. Licensee acknowledges that its rights in the Data Extraction Technology are limited to the license granted hereunder and that Licensor retains all right, title and interest in and to the Data Extraction Technology except for the limited license specifically granted to Licensee hereunder. Licensor hereby grants to Licensee a fully-paid, exclusive, non-assignable, license to use the Licensor's trade names "Neural Cube?" and "ADEPT System? solely in the Field of Use. Licensee agrees to protect and to not denegrate such trade names. Licensor shall deliver to Licensee the Source Code in tape medium. Licensee may engage Licensor, on mutually agreeable terms to Licensor and Licensee to install the Data Extraction Technology for use by Licensee at Licensor's facilities. Licensee may modify, alter, enhance, change or revise the Source Code or Data Extraction Technology; provided, (i) any such modifications, alterations, changes or enhancements ("Changes") shall automatically be deemed, and hereby are, licensed back to Licensor on a royalty-free, non-exclusive basis for use solely outside of the Field of Use, and (ii) Licensee shall, on demand, promptly deliver to Licensor a tape of the source code for the Changes, together with a copy of all documentation related thereto. The Licenses granted under this Section 1.1 shall be perpetual, subject to Licensor's right to terminate the exclusive nature of the Licenses (i) with respect to the trucking industry promptly upon notice to Licensee in the event Licensee ceases to actively market to the trucking industry in the Field of Use using the Data Extraction Technology; and (ii) in the event Licensee breaches or becomes in default as provided in Section 2 of the Escrow Agreement dated July 22, 1999 entered into in connection herewith with Licensor and LeBoeuf, Lamb, Greene & MacRae, L.L.P. Licensee shall be deemed to have ceased to actively market to the trucking industry if Licensee fails to add at least two new customers (other than those customers listed in Exhibit "A" to the License

Agreement) in the trucking industry in any twelve-month period beginning August 1, 1999. Licensee shall provide Licensor with a copy of all new customer contracts after the date hereof relating to the trucking industry as Licensee enters into such contracts."

Agreement) in the trucking industry in any twelve-month period beginning August 1, 1999. Licensee shall provide Licensor with a copy of all new customer contracts after the date hereof relating to the trucking industry as Licensee enters into such contracts." 3. The License Agreement is hereby amended to add the following additional language to the end of Section 4: "In the event Wal*Mart Stores, Inc. demands a refund of the $11,000 paid to Licensor as of July 1, 1999, in connection with the contract between Licensor and Wal*Mart Stores, Inc. dated March 16, 1999, the Licensor agrees to indemnify and hold harmless Licensee for any amounts paid by Licensee to Wal*Mart Stores, Inc. in connection with any such demand, up to a maximum of $11,000. 4. The License Agreement is hereby amended to add a new Section 13 to read in its entirety as follows: "Section 13. Remedies. In addition to any other remedies provided for herein, in the event of a breach or default under the terms of this Agreement by either party, the defaulting party agrees to pay all out-of-pocket expenses including reasonable attorneys' fees and legal expenses incurred by or on behalf of the non-defaulting party in the enforcement of this Agreement, in exercising any remedy arising from such breach or default, or otherwise related to such breach or default. Regardless of any breach or default, the defaulting party agrees to pay all expenses, including reasonable attorneys' fees and legal expenses, incurred by the non-defaulting party in any bankruptcy proceedings of any type involving the non-defaulting party or this Agreement, including, without limitation, expenses incurred in modifying or lifting the automatic stay, determining adequate protection, use of cash collateral, or relating to any plan of reorganization." 5. Except as explicitly amended by this Amendment, all of the terms and conditions of the License Agreement shall remain in full force and effect. 6. The Licensee hereby represents and warrants to the Licensor as follows: 6.1 The Licensee has all requisite power and authority to execute this Amendment and to perform all of its obligations hereunder, and this Amendment has been duly executed and delivered by the Licensee and constitutes the legal, valid and binding obligation of the Licensee, enforceable in accordance with its terms. 6.2 The execution, delivery and performance by the Licensee of this Amendment have been duly authorized by all necessary corporate action and do not (i) require any authorization, consent or approval by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) violate any provision of any law, rule or regulation or of any order, writ, injunction or decree presently in effect, having applicability to the Licensee, or the articles of incorporation or bylaws of the Licensee, or (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Licensee is a party or by which it or its properties may be bound or affected. 7. This Agreement may be executed in counterparts by facsimile, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. 8. Licensee and Licensor are simultaneously herewith entering into the Escrow Agreement. IN WITNESS WHEREOF, the Licensor and Licensee have executed this Amendment through their authorized signatories effective as of the date first above written. AUTOMATED SOLUTIONS, INC.
By: /s/ Russell W. Wilding -------------------------------Russell W. Wilding, President

PRIMEHOLDINGS.COM, INC.

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

April 25, 2000 Office of The Chief Accountant Securities and Exchange Commission 450 Fifth Street, NW Washington, D.C. 20549 Re: PrimeHoldings.com, Inc. Ladies and Gentlemen: We were previously principal accountants for PrimeHoldings.com, Inc. (formerly PrimeSource Communications Holdings, Inc.) and, under the date of May 19, 1999, we reported on the consolidated financial statements of PrimeSource Communications Holdings, Inc. as of and for the years ended December 31, 1998 and 1997. In January 2000, our services were terminated. We have read PrimeHoldings.com, Inc.'s statements included under Item 3 of its Form 10-SB, and we agree with such statements. Very truly yours, TANNER + CO.

SCHEDULE OF SUBSIDIARIES Name of Subsidiary State of Incorporation bCard, Inc. Utah Navilor, Inc. Utah GolfAgent USA, Inc. Nevada UniQuest Communications, Inc. Utah

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE

YEAR DEC 31 1999 DEC 31 1999 86,657 0 110,575 5,832 0 292,632 722,924 123,707 1,584,913 899,674 0 0 1,698 343,701 339,840

April 25, 2000 Office of The Chief Accountant Securities and Exchange Commission 450 Fifth Street, NW Washington, D.C. 20549 Re: PrimeHoldings.com, Inc. Ladies and Gentlemen: We were previously principal accountants for PrimeHoldings.com, Inc. (formerly PrimeSource Communications Holdings, Inc.) and, under the date of May 19, 1999, we reported on the consolidated financial statements of PrimeSource Communications Holdings, Inc. as of and for the years ended December 31, 1998 and 1997. In January 2000, our services were terminated. We have read PrimeHoldings.com, Inc.'s statements included under Item 3 of its Form 10-SB, and we agree with such statements. Very truly yours, TANNER + CO.

SCHEDULE OF SUBSIDIARIES Name of Subsidiary State of Incorporation bCard, Inc. Utah Navilor, Inc. Utah GolfAgent USA, Inc. Nevada UniQuest Communications, Inc. Utah

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX

YEAR DEC 31 1999 DEC 31 1999 86,657 0 110,575 5,832 0 292,632 722,924 123,707 1,584,913 899,674 0 0 1,698 343,701 339,840 1,584,913 1,295,188 1,295,188 440,662 3,300,025 147,217 0 0 (2,068,576) 0

SCHEDULE OF SUBSIDIARIES Name of Subsidiary State of Incorporation bCard, Inc. Utah Navilor, Inc. Utah GolfAgent USA, Inc. Nevada UniQuest Communications, Inc. Utah

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

YEAR DEC 31 1999 DEC 31 1999 86,657 0 110,575 5,832 0 292,632 722,924 123,707 1,584,913 899,674 0 0 1,698 343,701 339,840 1,584,913 1,295,188 1,295,188 440,662 3,300,025 147,217 0 0 (2,068,576) 0 (2,068,576) 0 0 0 (2,068,576) (.22) (.22)

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

YEAR DEC 31 1999 DEC 31 1999 86,657 0 110,575 5,832 0 292,632 722,924 123,707 1,584,913 899,674 0 0 1,698 343,701 339,840 1,584,913 1,295,188 1,295,188 440,662 3,300,025 147,217 0 0 (2,068,576) 0 (2,068,576) 0 0 0 (2,068,576) (.22) (.22)