FIRST AMENDMENT TO LOAN AGREEMENT


         First Amendment to Loan Agreement ("Amendment") dated effective June 1,
1996 (the "Effective Date"), by and between ENHANCED SERVICES COMPANY, a
Colorado corporation (the "Company") and FCA INVESTMENT COMPANY, a Delaware
corporation ("the "Lender").

                              W I T N E S S E T H:

         WHEREAS, on January 19, 1996, Company and Lender entered into that
certain Loan Agreement (the "Loan Agreement") pursuant to which the Lender has
granted to the Company a non-revolving line of credit loan in the total amount
of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00) (the "Loan"), which is
evidenced by that certain Promissory Note executed by the Company and payable to
the order of Lender;

        WHEREAS the Company and Lender have amended and restated the Promissory
Note as hereinafter set forth;

         WHEREAS as further consideration for making the Loan, the Company has
agreed to grant options to purchase up to 10,000 shares of the Company's common
stock;

         WHEREAS, Company and Lender desire to amend in part the terms and
provisions of the Loan Agreement, and to restate and evidence that the Note, as
amended and restated, is secured by the Collateral and is governed in all
respects by the terms and provisions set forth in the Loan Agreement, as amended
hereby.

         NOW, THEREFORE, for and in consideration of the sum of TEN AND NO/100
DOLLARS ($10.00) cash, and other good and valuable consideration, the receipt
sufficiency of which are hereby acknowledged and confessed, Company and Lender
hereby agree as follows:

        1. Loan. Section 1 of the Loan Agreement is hereby amended by deleting
subparagraph (a) in its entirety, and substituting in its place and stead the
following:

                  "(a) Lender agrees to loan (the Loan) to the Company, under
         the terms and conditions of this Agreement from time to time hereafter
         an aggregate amount that does not exceed the lesser of (a) $500,000 or
         (b) the sum of the Permitted Amount (as herein called) equal to eighty
         percent (80%) of the Eligible Receivables (as herein defined), and
         fifty percent (50%) of the Accepted Inventory Valuation (as herein
         defined) of the Company and its Subsidiaries. The loan is secured by a
         first lien on the Approved Receivables and inventory of the Company and
         its subsidiaries and is evidenced by a promissory note in the original
         principal sum of Five Hundred Thousand and No/100 Dollars
         ($500,000.00), executed by Company and payable to the order of Lender
         (the Note) in the form annexed hereto as Exhibit "A". The Note bears
         interest at an annual rate equal to two percent (2%) in excess of the
         prime rate of interest published by the Wall Street Journal and is
         payable monthly in interest-only installments on the outstanding
         principal amount. The unpaid principal sum together with accrued and
         unpaid interest is payable in full on or before the first anniversary
         date of the Note."

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         2. Stock Options. As additional consideration for making the Loan, the
Company has granted to the Lender stock options to purchase up to 10,000 shares
of the Company's common stock (the ""Option Shares"), which is evidenced by that
certain Stock Option (herein so called) is in the form annexed hereto as Exhibit
"B". The Option Shares will not have been registered under the Securities Act of
1933, as amended (the "Act"), or any applicable state securities law and,
therefore, may not be resold unless so registered or exempt from registration.
The certificates representing the Option Shares will bear a legend referring to
the Act and restricting transferability thereunder.

        3. Loan Documents. For purposes of the Loan Agreement, the term "Loan
Documents" includes the Stock Option.

        4. Representations and Warranties.

         (a) The Option Shares covered by the Stock Option are duly and validly
         authorized by all necessary corporate action by the Company. Upon
         exercise of the Option, the Option Shares issued in accordance with the
         terms of the Option Agreement will be validly issued, fully paid and
         nonassessable.

         (b) The representations and warranties made by the Company are true
         and correct as of the Effective Date hereof.

        5. Ratification. Except as modified hereby, the terms and conditions of
the Loan Agreement are hereby ratified and confirmed by the parties hereto.

         EXECUTED and effective as of the 1st day of June, 1996.


                                     FCA INVESTMENT COMPANY, acting
                                     solely as agent for the Participants



                                     By:______________________________________
                                            Bill S. Murski, III, Secretary


                                     ENHANCED SERVICES COMPANY, INC.



                                    By:_______________________________________
                                             Robert Smith, its Treasurer


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