VODAVI TECHNOLOGY, INC.
                             STOCK OPTION AGREEMENT

     THIS STOCK OPTION  AGREEMENT  ("Agreement") is made as of February 4, 1998,
by and between VODAVI TECHNOLOGY,  INC., a Delaware corporation (the "Company"),
and LARRY L. STEINMETZ ("Steinmetz").

     WHEREAS, Steinmetz and the Company have entered into a Separation Agreement
dated as of February 4, 1998 (the "Separation  Agreement"),  whereby  Steinmetz'
employment with the Company will be terminated; and

     WHEREAS,  the Separation  Agreement provides that the Company will grant to
Steinmetz an option to purchase 58,750 shares of the Company's common stock, par
value $.001 per share (the "Common Stock").

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants herein contained, it is agreed by and between the parties as follows:

     1. GRANT OF OPTION;  OPTION  PRICE.  Subject in all  respects to the terms,
conditions,  and provisions of this Agreement,  the Company grants to Steinmetz,
as of February  20, 1998,  the right,  privilege,  and option (the  "Option") to
purchase  58,750  shares of Common Stock (the  "Optioned  Shares") at a price of
$4.00 per share (the "Option Price").

     2. VESTING OF OPTION. The Option shall be fully vested and exercisable with
respect to all of the Optioned Shares as of the date of this Agreement.

     3.  EXERCISE OF OPTION.  All or any portion of the  Optioned  Shares may be
purchased by  Steinmetz  upon  written  notice to the Company,  addressed to the
Company at its  principal  place of  business.  Such  notice  shall be signed by
Steinmetz  and shall state the election to exercise the Option and the number of
Optioned Shares with respect to which it is being  exercised.  Such notice shall
be  accompanied  by payment in full of the Option Price for the number of shares
of Common Stock being  purchased.  Payment may be made in cash or by check or by
tendering duly endorsed  certificates  representing  shares of Common Stock then
owned by Steinmetz.  Upon the exercise of the Option, the Company shall deliver,
or  cause  to  be  delivered,   to  Steinmetz  a  certificate  or   certificates
representing  the shares of Common Stock purchased upon such exercise as soon as
practicable after payment for those shares has been received by the Company. All
shares that are purchased and paid for in full upon exercise of the Option shall
be fully paid and non-assessable.

     4.  TERMINATION  OF OPTION.  This  Option,  to the  extent  not  previously
exercised, shall terminate on February 20, 2003.

     5. NO PRIVILEGE OF COMMON STOCK OWNERSHIP.  Steinmetz shall not have any of
the rights of a stockholder  with respect to the Optioned Shares until Steinmetz
has  exercised  the  Option and paid the Option  Price for the  Optioned  Shares
purchased upon such exercise.

     6.  COMPLIANCE WITH LAWS AND  REGULATIONS.  The exercise of this Option and
the  issuance  of the  Common  Stock  upon such  exercise  shall be  subject  to
compliance by the Company and Steinmetz with all applicable  requirements of law
relating  thereto and with all  applicable  regulations of any stock exchange or
trading  market on which the shares of the Common  Stock may be listed or traded
at the time of such exercise and issuance. In connection with the exercise of an
Option  hereunder,  Steinmetz  shall  execute and  deliver to the  Company  such
representations in writing as may be requested by the Company in order for it to
comply with applicable requirements of federal and state securities laws.

     7.  LIABILITY  OF THE  COMPANY.  The  inability  of the  Company  to obtain
approval from any regulatory body having  authority  deemed by the Company to be
necessary to the lawful  issuance and sale of any Common Stock  pursuant to this
Agreement  shall  relieve  the  Company  of any  liability  with  respect to the
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nonissuance or sale of the Common Stock as to which such approval shall not have
been obtained.  The Company,  however,  shall use its best efforts to obtain all
such approvals.

     8.   CAPITAL   ADJUSTMENTS.   The  number  of  Optioned   Shares  shall  be
proportionately  adjusted  for  any  increase  or  decrease  in  the  number  of
outstanding  shares of Common Stock of the Company  resulting from a subdivision
or consolidation  of shares or any other capital  adjustment or the payment of a
stock  dividend  or any other  increase or decrease in the number of such shares
effected  without  the  Company's  receipt of  consideration  therefor in money,
services or property.

     9.  MERGERS,  ETC;  CHANGE OF  CONTROL.  If the  Company  is the  surviving
corporation in any merger or consolidation, or upon consummation of a "Change of
Control," as defined below, the Option granted herein shall pertain to and apply
to the  securities  to which a holder of the  number  of shares of Common  Stock
subject  to the  Option  prior to the  merger or  consolidation  would have been
entitled.  A "Change of  Control"  shall mean (a) a merger or  consolidation  in
which the Company is not the surviving entity or (b) any reverse merger in which
the Company is the surviving entity.

     10.  ASSIGNMENT.  This Option and the right to acquire  Common  Stock under
this  Agreement  may not be assigned,  encumbered  or otherwise  transferred  by
Steinmetz.

     11. SECURITIES RESTRICTIONS.

          (a) LEGEND ON  CERTIFICATES.  Except as  provided  in  Section  11(c),
below.  All  certificates  representing  shares of Common Stock issued hereunder
shall be endorsed with a legend reading as follows:

          THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
          UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ARE `RESTRICTED
          SECURITIES' AS DEFINED BY RULE 144 UNDER THAT ACT. THE SHARES MAY
          NOT BE SOLD, TRANSFERRED,  PLEDGED OR HYPOTHECATED IN THE ABSENCE
          OF AN EFFECTIVE  REGISTRATION  STATEMENT  REGISTERING  THE SHARES
          UNDER  THE  SECURITIES  ACT OF  1933,  AS  AMENDED,  OR,  IN LIEU
          THEREOF,  AN OPINION OF  COUNSEL  FOR THIS  COMPANY TO THE EFFECT
          THAT REGISTRATION IS NOT REQUIRED UNDER THAT ACT.

          (b) PRIVATE  OFFERING FOR INVESTMENT  ONLY. If the shares to be issued
to Steinmetz upon the exercise of any Option have not been registered  under the
Securities Act of 1933, as amended (the "1933 Act"), the Arizona  Securities Act
(the "Arizona  Act") or the  securities  laws of any other  jurisdiction,  those
shares will be "restricted  securities" within the meaning of Rule 144 under the
1933 Act and  must be held  indefinitely  without  any  transfer,  sale or other
disposition  unless (i) the shares are  subsequently  registered  under the 1933
Act,  the  Arizona  Act  and  the  securities  laws  of  any  other   applicable
jurisdiction,  or  (ii)  Steinmetz  obtains  an  opinion  of  counsel  which  is
satisfactory  to counsel for the Company that the shares may be sold in reliance
on an  exemption  from  registration  requirements.  By the act of  accepting an
Option,  Steinmetz  agrees (1) that any shares of Common Stock  acquired will be
solely for investment and not with any intention to resell or redistribute those
shares,  and (2) such intention will be confirmed by an appropriate  certificate
at the time the Common  Stock is  acquired  if  requested  by the  Company.  The
neglect or failure to execute such a  certificate,  however,  shall not limit or
negate the foregoing agreement.

          (c) REGISTRATION  STATEMENT.  If a registration statement covering the
shares of Common  Stock  issuable  hereunder  is filed under the 1933 Act and is
declared effective by the Securities and Exchange Commission,  the provisions of
SECTIONS  11(a) and 11(b)  shall  terminate  during the period of time that such
registration statement, as periodically amended, remains effective.

     12. TAX WITHHOLDING. The Company's obligation to deliver Common Stock under
this Agreement  shall be subject to Steinmetz's  satisfaction  of all applicable
federal, state, and local income tax withholding requirements.
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     13. BINDING  EFFECT.  Subject to the  restrictions on transfer set forth in
SECTIONS 10 and 11, this Agreement  shall inure to the benefit of and be binding
upon the parties hereto.

     14.  DEFINED  TERMS.  All  capitalized  terms herein that are not otherwise
defined  herein  shall  have  the same  meaning  ascribed  to such  terms in the
Employment Agreement.

     15.  NOTICES.  Any notice  required to be given or delivered to the Company
under the terms of this  Agreement  shall be in  writing  and  addressed  to the
Company in care of the Corporate  Secretary at its principal  corporate offices.
Any notice  required to be given or delivered  to Steinmetz  shall be in writing
and  addressed  to  Steinmetz at the address  indicated  on the  signature  page
hereto.  All  notices  shall be  deemed  to have been  given or  delivered  upon
personal  delivery or upon deposit in the United States mail,  postage  prepaid,
return receipt requested, and properly addressed to the party to be notified.

     16.  INTEGRATION  AND  MODIFICATION.  This  Agreement  and  the  Separation
Agreement  embody the full  understanding  of the  parties  with  respect to the
subject  matter  hereof,  superseding  any  and  all  prior  agreements,  and no
amendment or modification thereof shall be effective unless the same shall be in
writing and signed by both of said parties.

     17.  GOVERNING LAW. This Agreement  shall be construed in accordance  with,
and governed by, the laws of the state of Arizona, without regard to application
of conflicts of law principles.

     18.   COUNTERPARTS.   This  Agreement  may  be  executed  in  two  or  more
counterparts, each of which shall be deemed an original, but all of which, taken
together, shall constitute one and the same instrument.
<PAGE>
     IN WITNESS  WHEREOF the parties  hereto have  executed  this  Agreement  or
caused it to be executed on the day and year first above written.

                                           VODAVI TECHNOLOGY, INC.


                                           By: /s/ Glenn R. Fitchet, President
                                               ---------------------------------


                                                /s/ Larry L. Steinmetz
                                               ---------------------------------
                                               LARRY L. STEINMETZ

                                               Address:
                                               5520 E. Muriel Drive
                                               Scottsdale, AZ  85254