CONFIDENTIAL


                                  CONFIDENTIAL



                              DISTRIBUTOR AGREEMENT

                                     BETWEEN

                          IPC INFORMATION SYSTEMS INC.

                                       AND

                          TRADE WIND MARKETING PTY LTD

                                       FOR



                       THE DISTRIBUTION OF PRODUCTS IN THE
                             TERRITORY OF AUSTRALIA

                              AGREEMENT REFERENCE:
                                IPC/D/ASPAC/08/99





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                                    CONTENTS

Preamble and Recitals

Clauses           1.       Definitions
                  2.       Term
                  3        Appointment
                  4.       Relationship of the Parties
                  5.       The Products
                  6.       Prices and payment
                  7.       Ordering procedure and Conditions of Sale
                  8.       Minimum Sales Figure
                  9.       Intellectual Property Rights
                  10.      Use of Trade Marks and trade names
                  11.      Intellectual Property Rights Indemnity
                  12.      Termination/Expiration
                  13.      Confidentiality
                  14.      Force Majeure
                  15.      Distributor Indemnity
                  16.      Limitation of Liability
                  17.      Insurance
                  18.      General
                  19.      Applicable Law and Jurisdiction

Schedules         1.       The Products
                  2.       Distributor's Obligations
                  3.       IPC Information Systems Inc.'s Obligations
                  4.       IPC Information Systems Inc.'s Conditions of Sale
                  5.       Training
                  6.       Repair Return Procedure
                  7.       Software License





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                                  CONFIDENTIAL




                   AGREEMENT FOR THE DISTRIBUTION OF PRODUCTS


THIS AGREEMENT is made on the 30th day of August, 1999

BETWEEN

IPC INFORMATION SYSTEMS INC., a company incorporated under the laws of Delaware,
USA whose  principal  office is at 81 Pine  Street,  New York,  New York,  10005
hereinafter referred to as "IPC Information Systems Inc."

AND

TRADE WIND MARKETING PTY LTD ACE 052 100 455, trading as TRADE CENTRE PRODUCTS a
company having its  registered  office at Level 27 Grosvenor  Place,  225 George
Street, Sydney NSW 2000, Australia hereinafter referred to as "the Distributor".

WHEREAS

1.       IPC Information  Systems Inc. is engaged in the promotion,  sale, lease
         and licensing of certain  telecommunications  equipment including those
         that are detailed in Schedule 1 hereto (hereinafter, the "Products").

2.       The  Distributor  is engaged in the  business  of sales,  installation,
         maintenance  of  and  support  services  for  computer   communications
         products in Australia  and wishes to sell the Products in the Territory
         (as hereinafter defined).

3.       While  retaining  its  right  to sell the  Products  both  directly  to
         customers  and,  at  its  option,  through  other  distributors  in the
         Territory,  and to  provide  them with  installation,  maintenance  and
         support services in the Territory,  IPC Information Systems Inc. wishes
         to  appoint  the  Distributor,  subject to the  terms,  conditions  and
         schedules of this Agreement, to be a non-exclusive  distributor for the
         promotion,  marketing,  sale and  general  support of the  Products  as
         detailed in Schedule 1 in the Territory.

NOW THEREFORE IT IS HEREBY AGREED as follows:

1         DEFINITIONS

1.1      In addition to those words and phrases  defined  elsewhere  within this
         Agreement,  the  following  words  shall be  construed  as  having  the
         following respective meanings:

         "Agreement"                     means the terms and  conditions set out
                                         in this  document  as it may be amended
                                         from  time to time in  accordance  with
                                         Clause  18.6  hereof,   including   any
                                         schedules  and  annexes  hereto and any
                                         other document  expressly  incorporated
                                         into this Agreement;





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                                  CONFIDENTIAL


         "Confidential Information"      means any  information in whatever form
                                         recorded in writing,  electronically or
                                         otherwise   which  is   designated   in
                                         writing   by  either   party  as  being
                                         confidential  or which by its nature is
                                         confidential     including,     without
                                         limitation,  information  in respect of
                                         the parties' business affairs or plans,
                                         and for the avoidance of doubt,  in the
                                         case of IPC Information Systems,  Inc.,
                                         Confidential    Information    includes
                                         information  relating to  Equipment  or
                                         Software, Intellectual Property Rights,
                                         Documentation, financial data, business
                                         plans,  marketing  strategies and other
                                         competitively   sensitive  information,
                                         information  relating to customers  and
                                         contractual information,  including the
                                         terms of this Agreement;

         "COP"                           means  Carriage and  Insurance  Paid as
                                         defined in the International Chamber of
                                         Commerce Incoterms 1990 Edition;

         "Equipment"                     means  the  hardware  forming a part of
                                         the Product,  for which the Distributor
                                         takes title and sells onto customers in
                                         the  Territory,  as well as all  spare,
                                         replacement and  maintenance  parts and
                                         supplies purchased from IPC Information
                                         Systems,  Inc. used in connection  with
                                         such Equipment;

         "Initial Term"                  means  the  duration  of the  Agreement
                                         prior  to  any  extension  and  without
                                         prejudice   to  any   other   term   or
                                         condition within this Agreement, as set
                                         out in Clause 2. 1;

         "Intellectual Property Rights"  means  patents,  Trade  Marks,  service
                                         marks,     design    rights    (whether
                                         registrable or otherwise), applications
                                         for  any of the  foregoing,  copyright,
                                         know-how,   trade  secrets,   trade  or
                                         business names and other similar rights
                                         or   obligations,    whether   or   not
                                         registrable,   either  in  the   United
                                         States of America or the Territory;

         "IPC                            Group  Company" means any company which
                                         controls or is controlled,  directly or
                                         indirectly,  by IPC Information Systems
                                         Inc.  whether  through  the  holding or
                                         controlling  of a  majority  of  voting
                                         rights  or  the  right  to  appoint  or
                                         remove  a  majority  of  the  board  of
                                         directors or otherwise;

         "Minimum Sales Figure"          means the amount  specified in Clause 8
                                         which  represents  the minimum value of
                                         the   orders   to  be   placed  by  the
                                         Distributor with IPC Information



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                                  CONFIDENTIAL


                                         Systems   Inc.   for  the  Products  as
                                         detailed in Clause 8 herein;

         "Notice Date"                   means  the  day  on  which   notice  of
                                         termination  of this Agreement is given
                                         by either  party to the other  pursuant
                                         to  this  Agreement,  and in the  event
                                         this     Agreement    is     terminated
                                         automatically  without the  requirement
                                         for advance notice, "Notice Date" shall
                                         mean the date of termination;

         "Party", "Parties"              means IPC  Information  Systems Inc. or
                                         its   permitted   successor   and   the
                                         Distributor    as   parties   to   this
                                         Agreement,  individually or together as
                                         the case may be;

         "Prices"                        means  the  charges  for  the  Products
                                         levied by IPC Information  Systems Inc.
                                         on the Distributor;

         "Products"                      means  the   product  or   products  as
                                         specified  in  Schedule  1,  which  the
                                         Distributor will promote, sell, install
                                         and  maintain  and  generally   support
                                         under  the  terms  of  this  Agreement,
                                         consisting of Equipment and Software.

         "Purchase Order"                means a formal  written  order  request
                                         from the Distributor in accordance with
                                         IPC    Information    Systems    Inc.'s
                                         Conditions of Sale,  which shall become
                                         an order  between the Parties  upon its
                                         formal  acceptance  by IPC  Information
                                         Systems Inc.;

         "Software"                      means  any set of one or more  computer
                                         programs which is composed of routines,
                                         subroutines,    concepts,    processes,
                                         algorithms,    formulas,    ideas,   or
                                         know-how,    all    of    which    are,
                                         confidential  and  proprietary  to  IPC
                                         Information  Systems  Inc.  and/or  its
                                         suppliers  and may  consist  of (i) IPC
                                         Information Systems Inc. or third-party
                                         proprietary    operating    system   or
                                         proprietary application Software either
                                         embedded in memory  circuits within the
                                         associated  Equipment  or  provided  to
                                         Distributor on physical  media; or (ii)
                                         third-party    operating    system   or
                                         application     Software    which    is
                                         distributed   to   Distributor  by  IPC
                                         Information  Systems  Inc.  on physical
                                         media   "   shrink-wrapped"    by   the
                                         manufacturer.  The term Software  shall
                                         also include  (i)corrections,  patches,
                                         updates  or   revisions   to   Software
                                         originally   distributed;    and   (ii)
                                         Software  documentation  which consists
                                         of  publications in human readable form
                                         supplied  with  Software to explain the
                                         construction,  operation, and/or use of
                                         the   Software   by    Distributor   or
                                         customers. All Software



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                                  CONFIDENTIAL


                                         distributed  under this Agreement shall
                                         be subject to the terms of Clause 9 and
                                         the  Software   License  set  forth  in
                                         Schedule 7 hereto.

         "Territory"                     means Australia.

         "Trade                          Marks" means,  without limitation,  all
                                         trade  marks,   service  marks,   trade
                                         names, logos and the get up and trading
                                         style of "IPC Information Systems Inc."
                                         or any  IPC  Group  Company  as used in
                                         connection   with  the   Products   and
                                         related  packaging,  whether registered
                                         or not;

1.2      Any reference in this Agreement to day(s), month(s) or year(s) shall be
         construed as Gregorian calendar day(s), month(s) or year(s).

1.3      The headings in this Agreement are for  convenience  only and shall not
         affect its interpretation.

1.4      Any  reference  in this  Agreement  to the  plural  shall  include  the
         singular and vice versa.

1.5      Any reference in this Agreement to Clauses and Schedules are to Clauses
         and  Schedules  hereto  which  together  form an integral  part of this
         Agreement.



2        TERM

2.1      This Agreement  shall commence on the date first  mentioned  above and,
         subject to Clause 2.2 hereof,  shall  continue  for an Initial  Term of
         twenty-four (24) calendar months. Thereafter,  unless sooner terminated
         in accordance  with Clause 2.2 hereof,  the duration of this  Agreement
         shall  continue  until  such  time  as  either  party  terminates  this
         Agreement by giving to the other party  written  notice of  termination
         which shall become  effective sixty (60) calendar days after the Notice
         Date.

         2.2    This   Agreement   may  only  be  terminated  in  the  following
                circumstances:2.2.1  Upon expiry of the  Initial  Term if either
                party has given  written  notice of  termination  at least sixty
                (60) calendar days prior to the  expiration  date of the Initial
                Term, or at any time after expiry of the Initial Term upon sixty
                (60) calendar  days' prior written  notice as provided in Clause
                2.1 above; and If IPC Information  Systems Inc. for a continuous
                period of Ninety  Days  refuses  to accept  correctly  submitted
                Purchase  Orders for  Products or refuses to provide  quotations
                for Products,  the Distributor shall have the right to terminate
                this  Agreement  by giving not less than sixty (60) days' notice
                in writing to IPC Information Systems Inc.

         2.2.2  Pursuant to the provisions of Clauses 3, 8 and 12 below.




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                                  CONFIDENTIAL


3.       APPOINTMENT

3.1      IPC  Information  Systems Inc.  hereby  appoints the  Distributor  on a
         non-exclusive  basis as IPC Information  Systems Inc.'s distributor for
         sale,  installation  and  servicing of the Products in the Territory in
         accordance  with the terms and conditions of this Agreement and in such
         capacity the  Distributor  shall perform the obligations as detailed in
         this Agreement.

3.2      IPC Information Systems Inc. retains its right at all times to sell the
         Products and anyother products or services in the Territory and to have
         such delivered, installed, tested, maintained and supported, either:

         (i)    directly  itself or by and through any other IPC Group  Company;
                or by

         (ii)   any third  party/parties  that IPC Information  Systems Inc. may
                appoint for that purpose

         Provided  only Than IPC  Information  Systems  Inc.  shall  provide the
         Distributor reasonable notice (not less that 60 days) of it's intention
         to so do and provide the  distributor  the  opportunity to negotiate an
         alternative  course of action,  BUT nothing  herein shall  restrict its
         rights to do so in any way or create any  liability  whatsoever  of IPC
         Information Systems Inc. to the Distributor.

         (iii)  Should either of the above  options  occur then IPC  Information
                Systems  Inc.  will  discuss and review the  following  with the
                Distributor.

         a)     Minimum Sales Figure
         b)     Clause 3.6
         c)     Expenditure  incurred by the  Distributor  in respect to clauses
                3.7, 3.8, 10.1.5 and 12.3.

3.3      Nothing herein confers any right upon the Distributor itself to appoint
         (or to purport that it has  appointed) any third party as a distributor
         or sub-distributor of the Products in the Territory.

3.4      The Distributor  warrants on a continuing  basis throughout the term of
         this Agreement  that it is a registered  legal entity in the Territory,
         that it has the  legal  capacity  and  authority  to  enter  into  this
         Agreement,  and  that  it has  validly  and  effectively  executed  and
         delivered this Agreement.

3.5      The Distributor shall:

         3.5.1    comply with all applicable  laws and regulations in respect of
                  the  import,   distribution,   installation,   connection  and
                  maintenance  of  the  Products  and  the  performance  of  the
                  Distributor's obligations hereunder, and the Distributor shall
                  indemnify IPC Information  Systems Inc.  against any liability
                  resulting  from its  failure  to  comply  with  such  laws and
                  regulations;

         3.5.2    not by itself or with  others  engage  or  participate  in any
                  illegal,   deceptive,   misleading   or  unethical   practices
                  including,  but not limited to a practice  which may result in
                  the  disparagement of the Products or IPC Information  Systems
                  Inc. or engage or participate in other  practices which may be
                  detrimental to the Products,  IPC Information  Systems Inc. or
                  the public interest; and

         3.5.3    provide IPC Information  Systems Inc., at its request,  with a
                  copy  of  audited  or  certified   financial   statements   of
                  Distributor,  including a balance sheet,  income statement and
                  statement  of  changes  in  financial  position,  for the most
                  recent fiscal year of  Distributor,  together  with  unaudited
                  financial statements on a quarterly basis; and

         3.5.4    permit IPC Information  Systems Inc. and its authorized agents
                  at all reasonable  times and with prior notice to enter any of
                  the  Distributor's  premises  for the purpose of  ascertaining
                  that Distributor is complying with its obligations  under this
                  Agreement.

3.6      For as long as this  Agreement  remains in effect,  and for a period of
         one (1)  year  following  the  termination  of this  Agreement  for any
         reason, Distributor shall not, without the prior written consent




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         of IPC  Information  Systems Inc.,  directly or indirectly,  (i) own or
         operate  any  business  or engage  in any  activities  relating  to the
         distribution or manufacture of telephone  systems that compete with its
         activities  hereunder;  or (ii) become interested as principal,  owner,
         shareholder,  partner  or agent of any  person,  firm,  corporation  or
         entity engaged  therein.  Distributor  acknowledges  that any breach of
         this provision by Distributor  may result in irreparable  injury to IPC
         Information Systems Inc. and, therefore,  that in addition to all other
         remedies  provided  by law,  IPC  Information  Systems  Inc.  shall  be
         entitled to both temporary and permanent injunctions and such other and
         further  equitable  relief as may be  available  to prevent a breach or
         threatened breach of this provision.

3.7      The Distributor  shall obtain promptly,  at its expense,  all necessary
         licences,   certificates,   permits,   approvals,  or  other  documents
         (collectively,  "Licenses") as may be required by any  applicable  laws
         and regulations (i) for the enforceability of this Agreement, including
         without   limitation  the  performance  of  all  of  the  Distributor's
         obligations under this Agreement and the enforcement of IPC Information
         Systems Inc.'s rights hereunder,  and (ii) in order for the Products to
         be  imported  into,  sold and  operated  within the  Territory.  To the
         maximum extent  possible,  such Licenses shall be issued in the name of
         IPC Information Systems Inc. or another IPC Group Company designated by
         IPC  Information  Systems  Inc.  The cost of  obtaining  all  necessary
         Licences  shall be  borne by the  Distributor.  The  Distributor  shall
         provide IPC Information  Systems Inc. with copies of all such documents
         upon request.

3.8      IPC  Information  Systems Inc.  shall upon  request by the  Distributor
         provide  reasonable  technical  assistance  in obtaining  any necessary
         Licenses. However no action or inaction by IPC Information Systems Inc.
         shall  diminish the  responsibility  of the  Distributor to acquire all
         necessary  Licences  in respect  of all the  Products  and,  should the
         Distributor  fail to do so within  sixty (60) days after the  effective
         date of this Agreement, or within sixty (60) days after any requirement
         for a new or amended License come into effect,  as the case may be, IPC
         Information  Systems Inc.  shall be entitled to terminate the Agreement
         with immediate effect without liability of IPC Information Systems Inc.
         to the  Distributor  and without  prejudice  to any other  remedies IPC
         Information Systems Inc. may have under this Agreement.

3.9      The Distributor  shall inform IPC  Information  Systems Inc. as soon as
         reasonably possible of any change to any laws and regulations governing
         the import,  distribution,  installation,  connection or maintenance of
         the Products within the Territory,  as well as of any change (or likely
         anticipated  change) to any Licenses affecting any such matters.  Where
         any withdrawal or suspension of any Licences is caused by any action or
         inaction of the  Distributor,  IPC  Information  Systems Inc.  shall be
         entitled to terminate the Agreement with immediate effect without there
         being any liability of IPC Information  Systems Inc. to the Distributor
         and without  prejudice to any other  remedies IPC  Information  Systems
         Inc. may have under this Agreement.


3.10     IPC  Information  Systems Inc.  shall upon  request by the  Distributor
         consider  reasonable  modifications  to the  Products  required to meet
         applicable  laws  or  regulations  in the  Territory.  If in  the  sole
         discretion of IPC the additional  cost or difficulty of modification is
         such  that  the  distribution  of  some or all of the  Products  in the
         Territory is commercially  adversely affected,  IPC Information Systems
         Inc.  shall be  entitled  to (i) amend the  Agreement  to  exclude  the
         affected  Products,  or (ii)  terminate  this  Agreement with immediate
         effect, in either case without any liability of IPC Information Systems
         Inc. to the Distributor.

3.11     The  day  to  day  performance  of  IPC   Information   Systems  Inc.'s
         obligations  under  this  Agreement  shall be  performed  either by IPC
         Information Systems Inc. itself or by and through any IPC Group Company
         as IPC Information  Systems Inc. may from time to time determine.  Such
         shall include any obligation arising under any Purchase Order.

4        RELATIONSHIP OF THE PARTIES

4.1      The  Distributor  agrees  that it is an  independent  contractor  fully
         responsible for its acts, omissions or defaults (including those of its
         employees,   subcontractors  or  agents)  and  the  Distributor  hereby
         indemnifies IPC Information  Systems Inc.  against any loss suffered or
         liabilities or expenses incurred by IPC Information Systems Inc. or any
         IPC Group Company as a result of such acts,



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                                  CONFIDENTIAL


         omissions   or   defaults.   The   Distributor   agrees   that  in  all
         correspondence  and other dealings  relating  directly or indirectly to
         the Products  supplied under this  Agreement it shall clearly  indicate
         that it is acting as a distributor  and it shall not hold itself out as
         being  part of IPC  Information  Systems  Inc.  or any  other IPC Group
         Company, or as an employee, agent, representative,  partner, or part of
         a joint venture with IPC  Information  Systems Inc. In particular,  the
         Distributor shall not use any IPC Information Systems Inc. trademark in
         or on its  letterhead  or company  stationery,  without  prior  written
         permission from IPC Information Systems Inc.

4.2      The  Distributor  has no  authority  or  power to bind or  contract  or
         negotiate in the name of or to incur any debt.  or other  obligation on
         behalf of or create any liability against IPC Information  Systems Inc.
         in any way or for any  purpose.  The  Distributor  shall  transact  all
         business  pursuant to this  Agreement on its own behalf and for its own
         account.

4.3      If the Distributor  comprises more than one legal person all agreements
         with IPC Information Systems Inc. shall be joint and several.

5.       THE PRODUCTS

5.1      IPC Information  Systems Inc.  reserves the right at any time to change
         the specification or design of any of the Products.  In such event, IPC
         Information  Systems  Inc.  will  provide the  Distributor,  as soon as
         reasonably  practicable  and prior to  shipment of the  Products,  with
         written  notice of any changes made to the  specification  or design of
         the Products.  The  Distributor  undertakes  to advise IPC  Information
         Systems Inc. as soon as  reasonably  possible of the effect of any such
         changes  on any  License  that may have been  granted  relating  to the
         distribution of the Products in the Territory.  IPC Information Systems
         Inc.  shall  not be under any  obligation  to make any  changes  to the
         Products previously shipped or sold to the Distributor.

5.2      IPC Information Systems Inc. will use its reasonable  endeavours not to
         change  specification  or design of any Products that have already been
         ordered by the Distributor  pursuant to the procedure  detailed herein,
         unless such  changes are, in IPC  Information  Systems  Inc.'s  opinion
         essential,  as  determined  in  IPC  Information  Systems  Inc.'s  sole
         discretion. In such circumstances and to the extent reasonably possible
         IPC  Information  Systems Inc. shall use its  reasonable  endeavours to
         effect such changes without  materially  diminishing the performance of
         the Products.

5.3      The timing and introduction of any new product into the Territory shall
         be in IPC Information Systems Inc.'s sole discretion and there shall be
         no legal obligation upon IPC Information  Systems Inc. to introduce any
         new  product  into  the  Territory,  notwithstanding  that the same may
         already have been introduced elsewhere.  The Distributor agrees that it
         will distribute all such new product unless it can obtain the agreement
         of IPC  Information  Systems Inc. that there are sound reasons why such
         new product  should not be introduced  into the  Territory.  Subject to
         agreement to distribute the new product the Distributor  shall promptly
         acquire the  necessary  Licenses as are required in the  Territory  for
         such new  product  and shall in  addition  conduct  market  research as
         acceptable  and  reasonable for the new product in the Territory as may
         be requested by IPC Information Systems Inc.

5.4      Upon  the  inclusion  of any  new  product  into  this  Agreement,  IPC
         Information  Systems  Inc.  shall  have the  right  to make  reasonable
         amendments  to  Schedule  1, the Minimum  Sales  Figure,  and any other
         amendments  which may be necessary or  appropriate  as a result of such
         inclusion.

6        PRICES AND PAYMENT

6.1      Subject  to  Clauses  6.2 and 6.3 below  all  Purchase  Orders  for the
         Products  shall be subject to the Prices as  applicable at the date the
         Purchase  Order is  accepted by IPC  Information  Systems  Inc.  Prices
         quoted  by  IPC  Information   Systems  Inc.  shall  remain  valid  for
         acceptance,  subject to all terms,  conditions and assumptions detailed
         in IPC Information  Systems Inc.'s  quotations,  for a period of ninety
         (90) days from the date of such  quotation.  Any quotation of which the
         validity  has  expired  shall be  subject to  further  confirmation  or
         amendment by IPC Information Systems Inc.




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6.2      Unless and until advised by IPC  Information  Systems Inc.,  Prices for
         the  Products  will be based  on  delivery  CIP.  Prices  will  exclude
         value-added  tax and all and any local taxes and  duties,  all of which
         shall be for the sole account of the Distributor.

6.3      Payment for the Products shall be made by the Distributor in US Dollars
         unless  otherwise  agreed  on a case by case  basis in  writing  by IPC
         Information  Systems  Inc.  Without  prejudice  to any other rights and
         remedies,  if the Distributor  fails to pay for the Products in full by
         the due date, IPC Information  Systems Inc. may, without  incurring any
         liability  whatsoever  to the  Distributor,  refuse to deliver  further
         Products under that or any other Purchase Order  (notwithstanding  that
         the due date for delivery of such Products may have arrived) until full
         payment is made.

6.4      IPC Information  Systems Inc. shall have the option to decide on a case
         by case basis whether it is most appropriate to that particular sale to
         accept payment against invoice or on other terms deemed  appropriate by
         IPC  Information  Systems  Inc.  due  to  the  Distributor's  financial
         condition,  payment  history  or  other  factors,  including  requiring
         payment  through an irrevocable  letter of credit payable to a clearing
         bank  to  be  approved  by  IPC  Information   Systems  Inc.  with  IPC
         Information  Systems Inc.  clearly  named as  beneficiary.  All and any
         costs arising from any letters of credit or other  alternative  payment
         arrangements shall be borne by the Distributor.

6.5      Payment  is  to  be  made,  for  new  systems,  as  follows  unless  an
         alternative  agreement is made with IPC Information  Systems Inc. prior
         to acceptance of a Purchase Order.

                  20% of amount on placement of order

                  50% on complete shipment of order.

                  30% upon final acceptance by the customer or within 30 days of
                  being brought into service, whichever is sooner.

7.       ORDERING PROCEDURE AND CONDITIONS OF SALE

7.1      The Distributor  may request IPC Information  Systems Inc. to provide a
         written  quotation  for  supply  of  the  Products  at  any  time.  IPC
         Information  Systems Inc. reserves the right not to submit a quotation.
         Refusal to provide a quotation will be taken into  consideration by IPC
         Information Systems Inc. when reviewing the Minimum Sales Figure.

7.2      The Distributor  shall submit all Purchase Orders in writing.  Purchase
         Orders are subject to IPC Information  Systems Inc.'s specific  written
         acceptance,  except where the Purchase  Order is an  acceptance  by the
         Distributor of IPC Information  Systems lnc.'s written quotation in all
         respects as  provided  pursuant  to Clause 7.1 above.  IPC  Information
         Systems Inc. will inform the Distributor  whether or not it will accept
         the  Purchase  Order  as  soon  as is  reasonably  practicable.  If IPC
         Information  Systems Inc.  accepts the Purchase Order, it will send the
         Distributor a written  acceptance  stating the  Distributor's  Purchase
         Order number,  the price, the delivery date and this Agreement  number.
         Refusal  to accept an order  will be taken  into  consideration  by IPC
         Information  Systems Inc. when  reviewing the Minimum Sales Figure.  No
         Purchase  Order may provide for delivery of the Product after notice of
         termination  of this  Agreement has been given by either party,  and if
         notice  of  termination  is given by  either  party at a time  when any
         Purchase Orders are outstanding,  IPC Information  Systems,  Inc. shall
         have the option to cancel any or all such  outstanding  Purchase Orders
         by notice to Distributor.

7.3      All  Purchase  Orders  submitted  by the  Distributor  shall  state the
         following:

         (i)      Products model(s);
         (ii)     the quantities ordered;
         (iii)    the requested dates of availability;
         (iv)     the destination of the Products;
         (v)      reference to this Agreement number;
         (vi)     the method of shipment; and
         (vii)    the  company's  VAT (or taxation  registration)  number (where
                  applicable).



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                                  CONFIDENTIAL


7.4      Orders for the Product  which are accepted by IPC  Information  Systems
         Inc. shall be subject to IPC Information  Systems Inc.'s  Conditions of
         Export Sale current at the time of  acceptance  of the Purchase  Order.
         IPC  Information  Systems Inc.'s  Conditions of Sale shall override any
         contrary or additional  conditions  proposed by the Distributor  unless
         agreed in  advance in writing by IPC  Information  Systems  Inc.  for a
         particular  order.  In  the  event  that  any  contrary  or  additional
         conditions  are included in any Purchase  Order,  such shall be invalid
         and shall not apply to IPC Information Systems Inc.

7.5      IPC  Information  Systems  Inc.'s  Conditions  of Sale  current  at the
         commencement  of this Agreement are set out in Schedule 4. IPC reserves
         the right to revise  such  Conditions  of Sale from time to time and in
         such even IPC shall  provide to the  Distributor  a copy of the revised
         Conditions of Sale which shall be substituted for current Schedule 4 at
         IPC's  option.  In the event of any  conflict  between IPC  Information
         Systems Inc.'s Conditions of Sale and this Agreement,  the then-current
         Conditions of Sale shall  prevail.  For the purposes of this  Agreement
         each  Purchase  Order placed with IPC  Information  Systems Inc. by the
         Distributor  shall  constitute a separate  sale and contract in its own
         right.  Notwithstanding  the  termination  of any  Purchase  Order this
         Agreement  shall remain in full force and effect until such time as the
         Agreement has either expired or has been  terminated in accordance with
         the provisions herein.

7.6      The  Distributor  shall,  upon signature of a contract or order for the
         Products  with a customer,  provide  IPC  Information  Systems  Inc. if
         reasonably so requested with a copy of the same.



8.       MINIMUM SALES FIGURE

8.1      The Distributor shall purchase from IPC Information Systems Inc. during
         the first twelve-(12)  months of this Agreement,  and thereafter during
         each  successive  twelve (12) month period,  quantities of the Products
         equal to or greater than the respective applicable Minimum Sales Figure
         amounts specified in Clauses 8.4 and 8.5.

8.2      For the purpose of determining the Distributor's performance in meeting
         its  obligations  under Clause 8.1, an executed  Purchase Order for the
         Product  shall  constitute  a purchase  on the date of IPC  Information
         Systems Inc.'s acceptance of the Purchase Order.  However, any Purchase
         Order which is  subsequently  canceled  for  whatever  reason shall not
         contribute  to the Minimum  Sales  Figure,  and the actual sales figure
         achieved by the Distributor  shall be adjusted by the amount with which
         any Purchase  Order is  subsequently  increased or reduced in value for
         whatever reason.

8.3      In the event that the  Distributor  fails to achieve the Minimum  Sales
         Figure  applicable to any period under this Agreement,  IPC Information
         Systems Inc. may, at its  discretion on written  notice  terminate this
         Agreement for the Distributor's default.

8.4      The Minimum  Sales Figure for the first twelve (12) month period of the
         term of this Agreement is US Two Million Dollars  ($2M.).  This and all
         subsequent  Minimum Sales Figures are to be expressed in US Dollars and
         exclude all taxes, duties and transportation costs.

8.5      Not less than sixty (60) days before the end of the period specified in
         Clause 8.1 and each period of twelve (12) months  thereafter during the
         term of this Agreement,  the parties shall  co-operate in good faith to
         agree a new minimum  sales  figure which shall  constitute  the Minimum
         Sales Figure for the succeeding twelve (12) months.  Both parties shall
         use their  reasonable  efforts  to  mutually  agree the  Minimum  Sales
         Figure.  However if after a period of thirty (30) days the parties fail
         to agree then IPC Information  Systems Inc.  reserves the right, at its
         discretion,  either  to  specify  the  Minimum  Sales  Figure  for  the
         Distributor or to terminate this Agreement.

9.       INTELLECTUAL PROPERTY RIGHTS

9.1      All Intellectual Property Rights in



<PAGE>


                                  CONFIDENTIAL


         i)       the Products;
         ii)      all documents and manuals supplied with the Products;
         iii)     the Software; and,
         iv)      all Trade Marks,

         shall remain the absolute  property of IPC Information  Systems Inc. or
         its licensors. No licence or other right is granted except as expressly
         set out in this Agreement.

                  [NOTE: SOFTWARE LICENSING PROVISIONS ARE
                  SUBJECT TO REVISION BY IPC]

9.2      Upon payment in full of the applicable Purchase Price for Equipment and
         Software,  and subject to the terms of this Agreement and in particular
         the Software License in Schedule 7 hereto, IPC Information Systems Inc.
         grants to the Distributor:

         9.2.1    a paid-up, non-exclusive, non-transferable personal licence to
                  use, solely in conjunction with the purchased  Equipment,  any
                  Software  supplied to Distributor by IPC  Information  Systems
                  Inc. for such purpose,  on the terms  contained in Schedule 7,
                  Software License; and

         9.2.2    a paid-up,  non-exclusive,  non-transferable  license to grant
                  non-exclusive  sublicenses of the right to use Software solely
                  in conjunction with the purchased Equipment,  conditioned upon
                  the  Distributor's   obtaining  from  end  user  Customers  an
                  executed  End-User   Software   Sublicense  in  the  form  and
                  containing  all  the  terms  and  conditions  of the  Software
                  License in Schedule 7.]

9.3      In  addition  to the  Software  described  in  clause  9.2  above,  IPC
         Information  Systems Inc. may provide to the  Distributor,  on physical
         media  "shrink-wrapped"  by  the  manufacturer,  third-party  operating
         system or applications  software.  The license allowing the end-user to
         use  such   shrink-wrapped   Software  is  an  agreement   between  the
         manufacturer and the end-user,  is contained within the shrink-wrap and
         is activated when the end-user opens the shrink-wrap.

9.4      The Distributor is not permitted to:

         i)       modify,  adapt,  enhance or  otherwise  alter the  Products or
                  their shape, appearance or technical specification; or

         ii)      gain access to,  install,  maintain or modify the  Software or
                  attempt to do so

         except  as  expressly  set out in  prior  written  instructions  of IPC
         Information Systems Inc.

9.5      Distributor's  obligations under this Clause 9 and the Software License
         in  Schedule 7 shall  survive the  expiration  or  termination  of this
         Agreement, regardless of the reason for such expiration or termination.



10       USE OF TRADE MARKS AND TRADE NAMES

10.1     The Distributor undertakes that:

         10.1.1   in all respects it shall strictly  comply with IPC Information
                  Systems  Inc.'s  written  instructions  concerning  the use of
                  Trade  Marks on or in  connection  with the  Products,  and in
                  connection  therewith the Distributor shall not display or use
                  the  Trade  Marks in any  manner  without  the  prior  written
                  approval of IPC Information Systems Inc.;

         10.1.2   it shall not  without IPC  Information  Systems  Inc.'s  prior
                  written  agreement,  use  any  other  trade  marks  on  or  in
                  connection  with the Products  and shall not remove,  alter or
                  conceal any of IPC Information Systems Inc.'s Trade Marks;




<PAGE>

                                  CONFIDENTIAL


         10.1.3   it shall not apply to the Products any other matter in writing
                  that is likely to injure the  reputation  of the Trade Mark so
                  long as any of the Trade Marks remain on the Products;

         10.1.4   it will give  notice of the  undertakings  in Clauses  10.1.1,
                  10.1.2 and 10.1.3 above to any  purchaser of the Products from
                  it and it  will  require  such  purchaser  to give  notice  in
                  writing of those undertakings to anyone to whom that purchaser
                  may supply the Products;

         10.1.5   it shall not  register or apply to register  any Trade Mark or
                  another word or device likely to be confused with them without
                  first  obtaining  prior written  approval from IPC Information
                  Systems Inc., provided however that the Distributor shall upon
                  the  request  of  IPC  Information  Systems  Inc.  assist  IPC
                  Information   Systems  Inc.  in  obtaining   and   maintaining
                  registrations  of  the  Trade  Marks  and in  maintaining  the
                  validity  and   enforceability  of  the  Trade  Marks  in  the
                  Territory, and in connection therewith the Distributor will at
                  the  request of IPC  Information  Systems  Inc.  execute  such
                  registered user agreements or license  agreements  relating to
                  the Trade Marks in the  Territory as IPC  Information  Systems
                  Inc. may reasonably request; and

         10.1.6   Following  delivery of notice of termination of this Agreement
                  it shall cease using any of the Trade Marks save as  permitted
                  in Clause 10.2 below.

10.2     Following  delivery of notice of  termination of this Agreement and for
         such  period  as the  Distributor  is  permitted  by the  terms of this
         Agreement to complete the  distribution  of any stock of Products  then
         held by it:

         10.2.1   subject  to all the terms of this  Agreement  the  Distributor
                  shall be permitted to continue to use on or in connection with
                  the  Product  those  Trade  Marks  applied by IPC  Information
                  Systems Inc. to the Products; and

         10.2.2   the  Distributor  shall  cease all other use of the  corporate
                  mark and logo of IPC Information Systems Inc. or any IPC Group
                  Company and shall cease immediately to represent that it is an
                  authorised distributor of IPC Information Systems Inc. or make
                  any similar representation.

11       INTELLECTUAL PROPERTY RIGHTS INDEMNITY

11.1     IPC  Information  Systems Inc.  shall,  to the extent  provided in this
         Clause 11, indemnify the Distributor against all claims and proceedings
         arising from infringement (or alleged infringement) of any Intellectual
         Property  Rights  enforceable  in the Territory or the United States of
         America arising in connection with the  distribution of the Products by
         the Distributor in accordance  with this  Agreement.  As a condition of
         this indemnity the Distributor shall:

         i)       notify IPC Information Systems Inc. promptly in writing of any
                  allegation of infringement;

         ii)      make no admission relating to the infringement; and

         iii)     allow IPC Information Systems Inc. to conduct all negotiations
                  and  proceedings  and give IPC  Information  Systems  Inc. all
                  reasonable assistance.

11.2     If at any time any allegation of infringement of such patent, design or
         copyright is made, IPC Information  Systems Inc. will to whatever limit
         is practicable at its own expense (i) procure for the  Distributor  the
         right to continue its activities under this Agreement,  (ii) modify the
         Products so as to avoid the infringement, or (iii) replace the Products
         with  non-infringing  goods  provided  that  any such  modification  or
         replacement  does not adversely  affect the Products'  performance in a
         material respect.

11.3     The indemnity  referred to above will not apply to any  infringement or
         alleged infringement:




<PAGE>
                                  CONFIDENTIAL


         i)       occasioned by the  Distributor's  or its customers' use of any
                  of the  Products  or any  part  thereof  in  combination  with
                  equipment  and/or  software  not  supplied by IPC  Information
                  Systems Inc. for use with such Products, or

         ii)      caused or  contributed to by any  specification  issued by the
                  Distributor or its customer; or

         iii)     caused  or  contributed  to by  any  act  or  omission  of the
                  Distributor or its customer.

         The  Distributor  shall  indemnify  IPC  Information  Systems  Inc.  in
         proportion  to the relative  causation by the  Distributor  against all
         claims and  proceedings  arising  from any  infringements  incurred  in
         connection the matters described in this Clause 11.3.

11.4     The indemnity  referred to in Clause 11.1 above shall be subject to the
         extent of the indemnity  being limited to one million  ($1,000,000)  US
         Dollars in respect of all  settlements or claims and proceedings in any
         period of twelve (12) calendar months.

11.5     The indemnity  referred to in Clause 11.1 above states IPC  Information
         Systems  Inc.'s  entire  liability  in respect of any  infringement  or
         alleged infringement of third party intellectual property rights and is
         in lieu of and replaces all other warranties in that respect  including
         implied warranties.

12       TERMINATION/EXPIRATION

12.1     Either party shall have the right by giving  thirty (30) days'  written
         notice to the other to terminate this Agreement  forthwith if the other
         party commits:

         12.1.1   a material or persistent  breach of any term of this Agreement
                  and (if that breach is capable of remedy) fails to remedy such
                  a breach  within thirty (30) days or such longer period as the
                  parties may mutually agree; or

         12.1.2   any act of bankruptcy or compounds  with its  creditors;  or a
                  petition or receiving order in bankruptcy is presented or made
                  against the other party;  or a petition for an  administration
                  order is  presented  in  relation  to the  other  party;  or a
                  resolution or petition to wind up the other party is passed or
                  presented  (otherwise than for reconstruction or amalgamation)
                  or a receiver or administrative  receiver is appointed (or the
                  equivalent in all cases of any such event in the  jurisdiction
                  of such other party); or

         12.1.3   if a force  majeure event as described in Clause 14 shall have
                  occurred and shall  persist for a  continuous  period of three
                  months or for periods  aggregating three months or more in any
                  six month period.

12.2     IPC  Information  Systems  Inc.  shall  also  have the  right by giving
         written  notice to the  Distributor  to terminate this Agreement in the
         circumstances detailed elsewhere in this Agreement forthwith and if:

         12.2.1   there  is an  actual  or  threatened  material  change  in the
                  ownership or control of the Distributor,  or a material change
                  in its assets or transfer of a material  portion of its assets
                  or business; or

         12.2.3   the Distributor  shall cease to function as a going concern or
                  to conduct its  operation in the  ordinary  course of business
                  either generally or in any part of the Territory; or

         12.2.4   the  Distributor  shall or shall  threaten or attempt to sell,
                  assign,  delegate or transfer any part of its rights or duties
                  under this Agreement  without the prior written consent of IPC
                  Information Systems Inc.; or

         12.2.5   there is any breach or threatened  breach of Clauses 9, 10, 13
                  or the Software License.

12.3     The expiry or termination of this Agreement shall be without  prejudice
         to the rights of the  parties  accrued up to the date of such expiry or
         termination or to the survival of those rights and obligations



<PAGE>

                                  CONFIDENTIAL

         of the parties which are by their nature  intended to survive expiry or
         termination of this Agreement.  The Distributor  agrees that regardless
         of the  reason  for  termination  of this  Agreement,  it shall  not be
         entitled, upon termination or expiration, to payment or compensation of
         any kind upon such  termination  or expiration  for (i)  Distributor' s
         prior efforts in promoting or creating goodwill for the Products or IPC
         Information  Systems Inc.; (ii) any of Distributor' s costs incurred in
         the  performance of this Agreement;  (iii) any of Distributor,  s costs
         incurred as a result of  termination;  or (iv)any loss of profit and/or
         potential profit caused by such termination.

12.4     Upon expiry or termination of this Agreement:

         12.4.1   the Distributor  shall discontinue using any of the Trademarks
                  or other intellectual  property rights relating to the Product
                  and  shall  cease to  distribute  or  otherwise  deal with the
                  Product  and  shall  not  represent  that it is an  authorised
                  distributor of IPC Information Systems Inc.; and

         12.4.2   the Distributor shall,  within seven (7) days after the Notice
                  Date and at IPC  Information  Systems  Inc.'s  option,  either
                  return  or  destroy   all   Software,   documents,   technical
                  information  and any other data  including  any copies made of
                  the same (other than standard correspondence,  letters and the
                  like)  which  have  been  supplied  to it by  IPC  Information
                  Systems  Inc.  and are  still in its  possession  or under its
                  control;  provided  that  IPC  Information  Systems  Inc.  may
                  authorise the Distributor to retain any  information  which is
                  essential  for  the  sale  of  unsold  stock  not  repurchased
                  pursuant to Clause 12.5 below.  An officer of the  Distributor
                  shall, within the said seven (7) days, furnish IPC Information
                  Systems  Inc.   with  a   certificate   certifying   that  the
                  Distributor  has complied with its  obligations in this Clause
                  12.4.2;

         12.4.3   all orders for Products not already delivered as of the Notice
                  Date shall at the option of IPC  Information  Systems  Inc. be
                  canceled;

         12.4.4   all  outstanding  unpaid  invoices in respect of the  Products
                  shall  become  immediately  due and  payable  as of the Notice
                  Date; and

         12.4.5   the  Distributor  shall  execute  and  deliver as  promptly as
                  practicable following the Notice Date all documents reasonably
                  required by IPC  Information  Systems Inc. to  accomplish  and
                  evidence complete termination of this Agreement.

12.5     Within  seven (7) calendar  days after the Notice Date the  Distributor
         shall deliver to IPC Information Systems Inc.:

         (i)      a complete  list of the  customers  of all  Products and their
                  addresses, contact personnel and contact information;

         (ii)     a  complete  list  of IPC  Products,  spare  parts  and  other
                  associated  inventory  which are in the  Distributor's  stock,
                  including the part number,  description of the item,  quantity
                  held,  dates of purchase and "landed  cost"  (i.e.,  net price
                  paid by the Distributor together with transportation costs and
                  customs duties paid by the  Distributor  in respect  thereof),
                  which list shall  separately list and identify unused and used
                  inventory; and

         (iii)    complete  copies of all  executory  contracts  relating to the
                  sale,  installation  or service of IPC Products,  i.e.,  those
                  that have not been fully  performed  and  completed  as of the
                  Notice Date.

12.6     IPC Information  Systems Inc. shall,  within thirty (30) days after the
         Distributor delivers the information described in Clause 12.5, have the
         option  to  repurchase  some or all of the  Products  in  Distributor's
         inventory.  For  Products  that  can be  sold as new  merchandise,  the
         repurchase  price shall be based upon the " landed cost" . For Products
         that cannot be sold as new  merchandise,  the repurchase price shall be
         agreed  upon  by  the   parties.   IPC   Information   Systems   Inc.'s
         determination with respect to classification of Products as "new" shall
         be  final.   Distributor   agrees  to  deliver  such  Products  to  IPC
         Information  Systems  Inc.  to  such  destination  designation  by  IPC
         Information  Systems  Inc.  within ten (10) days after IPC  Information
         Systems Inc. has given Distributor notice



<PAGE>

                                  CONFIDENTIAL


         of its exercise of such option,  and the price therein  specified shall
         be paid, at IPC Formation  Systems Inc.,  sole option,  in cash or as a
         credit  against  any  indebtedness  then  owing by  Distributor  to IPC
         Information Systems Inc. within ten (10) days after such delivery.

12.7     Within thirty (30) days after the Distributor  delivers the information
         described in Clause 12.5, the  Distributor  shall,  at IPC  Information
         Systems  Inc.'s  request and sole  discretion,  use its best efforts to
         effect an assignment or novation to IPC Information  Systems Inc. or to
         a person or persons designated by IPC Information  Systems Inc. such of
         Distributor's  then  existing and executory  quotations,  proposals and
         contracts relating to the sale,  installation or service of Products as
         specified by IPC  Information  Systems Inc. in a written  notice to the
         Distributor.  In order  to  facilitate  such  assignment  or  novation,
         Distributor  shall cause its contracts  with its Customers to contain a
         provision   permitting  the  assignment  or  novation  thereof  to  IPC
         Information Systems Inc. or to IPC Information Systems Inc.' s designee
         upon  termination  or expiration  of this  Agreement.  IPC  Information
         Systems Inc. and the  Distributor  shall deliver a joint notice of such
         assignment/nova/ion  to all such  customers  in a form  prepared by IPC
         Information   Systems  Inc.,  and  IPC  Information  Systems  Inc.  and
         Distributor  shall enter into any formal deeds or agreements  deemed by
         IPC  formation  Systems Inc. to be necessary or  appropriate  to effect
         such  assignment/nova/ion.  Where  there  are  either  pre-payments  or
         amounts owing in respect of such executory  contracts,  IPC Information
         Systems Inc. and the Distributor  shall make a financial  settlement at
         the time of assignment/nova/ion.

12.8     In the event IPC Information  Systems Inc.  exercises its options under
         Clauses 12.6 and/or 12.7, the sales, assignments/novations and payments
         shall occur on a date  designated  by IPC  Information  Systems Inc. as
         promptly as  practicable  after  Distributor's  compliance  with Clause
         12.5, and the Agreement shall be deemed  terminated from and after that
         date.

13.      CONFIDENTIALITY

13.1     The parties agree to keep  confidential  any  Confidential  Information
         supplied or disclosed  to them by the other party or whenever  obtained
         under  or in  connection  with  this  Agreement  and  shall  not use or
         disclose such information or any part of it to any person without prior
         written consent.

13.2     The Distributor agrees to use any Confidential  Information supplied or
         disclosed to it by IPC Information  Systems Inc. solely for the purpose
         of the promotion and distribution of the Products.

13.3     In particular, the Distributor acknowledges that:

         i)       the Software,

         ii)      the ideas,  principles  and  algorithms  which underlie or are
                  contained  within the Software  and  including  any  interface
                  information or information required for interoperability and,

         iii)     the  operating  manuals  or  other  associated   documentation
                  supplied with the Products

         are all  Confidential  Information  and valuable  trade  secrets of IPC
         Information Systems Inc. and its licensors.

13.4     The  restrictions  in this  Clause 13 shall  not  apply to  information
         which:

         13.4.1   is in the  public  domain  otherwise  than by  breach  of this
                  Agreement;

         13.4.2   was  previously in the  possession of the receiving  party and
                  which  was  not  acquired  directly  or  indirectly  from  the
                  disclosing party;

         13.4.3   is  lawfully  obtained  from a  third  party  who is  free  to
                  disclose the same; or

         13.4.4   the receiving party is obliged by a court order to disclose.




<PAGE>

                                  CONFIDENTIAL


13.5     Where  disclosure of  information  to a third party  (including but not
         limited  to the  Distributor's  customers,  employees  and  agents)  is
         necessary for the  performance by the  Distributor  of its  obligations
         hereunder, the Distributor shall, prior to any such disclosure, procure
         that such persons are bound by the provisions of this Clause 13 and, if
         requested by IPC  Information  Systems Inc.,  shall obtain duly binding
         undertakings  from such  persons in favour of IPC  Information  Systems
         Inc.
         to this effect.

13.6     If the Distributor  becomes aware of any breach of confidence by any of
         its customers,  employees,  and agents,  it shall  promptly  notify IPC
         Information  Systems  Inc.  and give IPC  Information  Systems Inc. all
         reasonable   assistance  in  connection   with  any   proceedings   IPC
         Information Systems Inc. may institute against any such persons.

13.7     Distributor  acknowledges  that any breach or threatened breach of this
         Clause 13 may result in  irreparable  harm to IPC  Information  Systems
         Inc.  In that  event,  the  Distributor  agrees that in addition to all
         other remedies  provided by law, LPC Information  Systems Inc. shall be
         entitled  to both  temporary  and  permanent  injunctions  and  further
         equitable  relief as may be available to prevent a breach or threatened
         breach of this provision.

13.8     The obligations of the parties  contained in this Clause shall continue
         in force  for a period  of five (5)  years  from the date of  expiry or
         termination of this Agreement.

14       FORCE MAJEURE

14.1     Neither Party shall be liable for any breach of this  Agreement  (other
         than the failure to pay money  amounts  owing) due to any cause  beyond
         its  reasonable  control  including  but not  limited  to:  Act of God,
         insurrection  or  civil  disorder,  war  (whether  declared  or not) or
         military operations,  national or local emergency, acts or omissions of
         government,   highway  authority  or  other  competent  authority,  its
         compliance  with any  statutory  obligation  or an  obligation  under a
         statute,  industrial  disputes of any kind  (whether  or not  involving
         either  party's  employees),   fire,   lightning,   explosion,   flood,
         subsidence,  weather of  exceptional  severity,  acts or  omissions  of
         persons  for  whom  neither  Party  is   responsible   (including,   in
         particular, telecommunication service providers).

14.2     If  either  Party  is  affected  by a  Force  Majeure  event,  it  will
         immediately  notify the other Party and shall take all reasonable steps
         to alleviate the effects of such event.

15.      DISTRIBUTOR'S INDEMNITY

15.1     Because  IPC   Information   Systems  Inc.  will  have  no  contractual
         relationship  with any  customers  to whom the  Distributor  sells  the
         Products, the Distributor  undertakes to make appropriate  arrangements
         with such  customers to ensure that the provisions of Clauses 9, 10, 11
         and 13 have effect as between the  Distributor and its customers and to
         use its best endeavours to ensure that any such terms are enforced. The
         Distributor  agrees to indemnify IPC Information  Systems Inc.  against
         all loss and damage  resulting from the failure of any such customer to
         observe any of these requirements.

15.2     The Distributor hereby agrees to indemnify IPC Information Systems Inc.
         against all costs, claims,  demands,  actions and proceedings which may
         be brought  against  IPC  Information  Systems  Inc. by any third party
         (other  than  such  as  may  relate  to (i)  an  Intellectual  Property
         infringement  to which Clause 11 applies or (ii) any liability  assumed
         by IPC  Information  Systems Inc. in accordance with Clause 16) arising
         out of or in connection  with the  performance  or  non-performance  by
         Distribution of its obligations under this Agreement.

16       LIMITATION OF LIABILITY

16.1     IPC Information  Systems Inc. accepts  liability for its own negligence
         to the  extent  stated  in  Clause  11 and  this  Clause  16,  but  not
         otherwise.  Except  where  expressly  contained in this  Agreement  IPC
         Information  Systems  Inc.  has no  obligation  duty  or  liability  in
         contract, tort (including negligence) or otherwise.




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                                  CONFIDENTIAL


16.2     IPC Information Systems Inc. does not exclude or restrict liability for
         death or personal injury resulting from its own negligence.

16.3     In any event IPC Information Systems Inc.'s liability in contract, tort
         (including  negligence)  or  otherwise  arising  by  reason  of  or  in
         connection with this Agreement or howsoever  otherwise shall be limited
         to two million US Dollars ($2,000,000).

16.4     In any event in no circumstances  shall IPC Information Systems Inc. be
         liable in contract,  tort (including  negligence) or otherwise for loss
         (whether  direct or  indirect)  of  profits,  business  or  anticipated
         savings, or for any indirect or consequential loss or damage whatever.

16.5     Each  provision  of this  Clause 16 is to be  construed  as a  separate
         limitation  applying and surviving  even if for any reason one or other
         of the said  provisions is  inapplicable  or held  unreasonable  in any
         circumstances and shall remain in force notwithstanding

17       INSURANCE

17.1     The  Distributor  shall at its own expense effect and maintain in place
         throughout  the duration of this  Agreement  such insurance as it deems
         appropriate in respect of its obligations under this Agreement but such
         insurance which shall be on a claims occurring basis shall include as a
         minimum:

         a)       workman's   compensation   insurance   to   comply   with  the
                  requirements of any Government legislation; and,

         b)       public  liability  insurance  in respect of bodily  injury and
                  damage to property  with an  indemnity  limit of not less than
                  two million US Dollars ($2,000,000).

         The Distributor shall ensure that each  subcontractor  used in relation
         to this Agreement shall similarly effect and maintain  insurance of the
         type referred to above.

17.2     The Distributor shall at IPC Information Systems Inc.'s request provide
         evidence to IPC Information Systems Inc.'s reasonable satisfaction that
         such  insurance  has  been  obtained  and  is  in  place.   Should  IPC
         Information  Systems Inc. not be  satisfied  that such  insurance is in
         place  then  IPC  Information  Systems  Inc.  may  arrange  appropriate
         insurance  cover against any risk to which such failure may occur.  All
         and any premiums for such insurance shall be to the sole account of the
         Distributor.

17.3     The Distributor shall notify IPC Information Systems Inc. as soon as it
         becomes aware of any event arising in  connection  with this  Agreement
         which the  Distributor  believes  may give rise to any claim  under any
         insurance policy falling within the terms of this Clause 17.

17.4     The  provisions  of this  Clause  17 shall  not be deemed in any way to
         limit the Distributor's liability under this Agreement.

18       GENERAL

18.1     Entire Agreement

         This Agreement constitutes the entire understanding between the parties
         on the subject of the Distributor relationship and supersedes all prior
         agreements and understandings  between the parties,  whether written or
         oral, relating to the subject matter.

18.2     Invalidity

         If  any  provision  of  this  Agreement  is  found  to  be  invalid  or
         unenforceable  by a  court  having  jurisdiction  of  the  matter,  the
         invalidity or  unenforceability  of the provisions shall not affect the
         valid and enforceable  provisions of this Agreement.  The parties shall
         endeavour to replace any invalid or unenforceable  provisions in such a
         way that the new clause  shall  differ as little as  possible  from the
         scope and intention of the invalid or unenforceable provisions,  taking
         into  account  the object and the  purpose of this  Agreement.  If such
         mutual Agreement cannot be reached within sixty



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                                  CONFIDENTIAL


         (60) days after such finding of invalidity or unenforceability,  either
         Party shall have the right to  terminate  the  Agreement  forthwith  on
         thirty (30) days' written notice.

18.3     Assignment

         Neither  party shall be entitled to assign or  otherwise  delegate  its
         rights and obligations  under this Agreement  without the prior written
         consent of the other party except that the Distributor  agrees that IPC
         Information   Systems  Inc.  may  assign  or  novate  such  rights  and
         obligations  to any IPC  Group  Company  or to any  company  where  IPC
         Information Systems Inc. has effective control.

18.4     Waiver

         Failure or neglect by either party to enforce any of the  provisions of
         this  Agreement  shall  not be  construed  nor  shall be deemed to be a
         waiver of such party's rights nor prejudice such party's rights to take
         subsequent action.

18.5     Authentic Text

         The text of this  Agreement  in the English  language is the  authentic
         text and any difficulties or uncertainties  in  interpretation  arising
         shall be solved solely by reference to this text.

         The notes and marginal  terms,  clause and sub-clause  headings in this
         Agreement shall not be deemed to be part thereof nor affect the meaning
         or interpretation of this Agreement.

         In the event of any  conflict  between the  Schedules  attached to this
         Agreement and the Agreement, the latter shall prevail.

18.6     Amendment

         This  Agreement  may only be  amended in  writing  duly  signed by both
         parties.  Any such  amendment  will  only  come in to force  when  both
         parties have agreed and signed a variation to this Agreement.

18.7     Notices

         Any  notice  required  to be served on one party by the other  shall be
         given by personal delivery or sent by registered  international airmail
         with postage prepaid,  recognized  international  courier  service,  or
         facsimile  transmission  to the party to be notified at the address set
         out below (or such other  address as the  addressee  shall have for the
         time being notified to the party giving notice):

         For IPC Information Systems Inc.:

         The Finance Director
         IPC INFORMATION SYSTEMS INC.
         81 Pine Street
         New York, NY 10005
         USA
         Facsimile No.: +1 (212) 248-1520

         For the Distributor:

         The Marketing Director
         Trade Wind Marketing Ply Ltd.
         Level 27 Grosvenor Place
         225 George Street
         Sydney
         New South Wales 2000
         Australia
         Facsimile No: +61-2-9250-8890




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                                  CONFIDENTIAL

         Any  such  notice  shall be  deemed  to be  given,  in the case of hand
         delivery or recognized  international courier service, upon receipt; in
         the case of electronic  facsimile,  upon receiving  confirmation by the
         sending machine of receipt at the designated  facsimile number,  and in
         the case of in the case of airmail, seven (7) days after dispatch.

19       APPLICABLE LAW AND JURISDICTION

19.1     The  construction,  validity and performance of this Agreement shall be
         governed  in all  respects by the  substantive  law of the State of New
         York,  USA  applicable to agreements to be made and performed  therein.
         The  parties  hereby  submit to the  nonexclusive  jurisdiction  of the
         courts  of the  State  of New York and the  federal  courts  of the USA
         located therein.

19.2     Arbitration

         (a)      Any bona  fide  dispute  arising  out of or  relating  to this
                  Agreement  or the breach,  termination  or  validity  thereof,
                  which has not been  resolved  within sixty (60) days of notice
                  thereof  by the party  claiming  a  dispute,  shall be finally
                  settled  by  arbitration  conducted  in  accordance  with  the
                  International  Arbitration  Rules of the American  Arbitration
                  Association by three independent and impartial arbitrators, of
                  whom each party shall appoint one.

         (b)      The  place  of  arbitration  shall be the  State of New  York,
                  County of New York,  U.S.A.  and all  proceedings  shall be in
                  English.  The arbitration shall be governed by the substantive
                  law of the State of New York,  exclusive  of its  conflict  of
                  laws  rules,   and  the  law  applicable  to  the  arbitration
                  procedure shall be the United States Arbitration Act, 9 U.S.C.
                  Section  1 et seq.  Judgment  upon the award  rendered  by the
                  arbitrators  may be entered by any court  having  jurisdiction
                  thereof.

         (c)      The parties agree that (i) the award of the arbitrators  shall
                  be the sole and exclusive  remedy  between them  regarding any
                  claims, counterclaims, issues or accountings presented or pled
                  to the  arbitrators;  that is shall be made and shall promptly
                  be  payable  in U.S.  dollars  free of any tax,  deduction  or
                  offset;  and that any  costs,  fees,  or  taxes,  incident  to
                  enforcing the award shall, to the maximum extent  permitted by
                  law, be charged against the party resisting such  enforcement;
                  and (ii) the  procedures  specified in this Article 19.2 shall
                  be the sole and  exclusive  procedures  for the  resolution of
                  disputes  between  the  parties  arising out of or relating to
                  this  Agreement;  provided  however,  that a party  may seek a
                  preliminary  injunction,   attachments  or  other  provisional
                  judicial   relief  if  such  action  is   necessary  to  avoid
                  irreparable damage or to preserve the status quo. Despite such
                  action, the parties will continue to participate in good faith
                  in the procedures specified in this Article 19.2.

IN WITNESS  whereof the Parties have caused this Agreement to be executed on the
date first written above.

On behalf of      :        IPC INFORMATION SYSTEMS INC.:

Signed by         :            /s/ S.E. Phillips
                               ----------------------
Name              :        S.E. Phillips

Title:            :        MANAGING DIRECTOR ASIA/PACIFIC
                           ------------------------------


On behalf of      :        TRADE WIND MARKETING PTY LTD.
                           -----------------------------
Signed by         :             /s/ A.C. Walton
                           -----------------------------
Name              :        A.C. Walton
                           -----------------------------
Title             :        DIRECTOR
                           -----------------------------



<PAGE>


                                  CONFIDENTIAL







<PAGE>
                                  CONFIDENTIAL


                           SCHEDULE 1 TO THE AGREEMENT

                                  THE PRODUCTS

The  following is the range of Products that IPC  Information  Systems Inc. will
make  available  to the  Distributor  for  sale  in  the  Territory  under  this
Agreement.

Within the table below, items 1 to 3 inclusive are Hardware including  operating
Software and item 4 is Software.


         1.   Switches                            3.       Peripherals
Alliance 100, 200 & 300                    Cleardeal 8 channel & 4 channel
MX                                         Bridge Range of Products
                                           Nice Voice Recorders
         2.   Consoles                            4.       Software
MX Tradephone                              CTI Suite of Products
Slimline Control/Pagination Module
Classic Control/Pagination Module






<PAGE>
                                  CONFIDENTIAL


                           SCHEDULE 2 TO THE AGREEMENT

                            DISTRIBUTOR'S OBLIGATIONS


The  Distributor  undertakes to perform the following  obligations in accordance
with this  Agreement.  This listing is not  intended to be exclusive  but to set
operational  standards to be followed.  The activities detailed in this Schedule
are in  addition  to  any  other  obligations  as  detailed  elsewhere  in  this
Agreement.

A.       SALES ADMINISTRATION AND MARKETING

1.       On the first working day of each  quarter,  to provide a month by month
         forecast of prospects and orders for the subsequent six (6) months.  In
         addition to these  forecasts,  the  Distributor  shall at the same time
         supply  to IPC  Information  Systems  Inc.  a  written  monthly  report
         detailing:

         -        sales  prospects  and sales  achieved/orders  received  by the
                  Distributor;   -  market   intelligence  and,  in  particular,
                  competitors activities, and market sizepenetrat ion;
         -        win/loss  sales reports  (loss  reports to include  reason for
                  loss and details of the once prospective customer);
         -        customer complaints, praise and enquiries;
         -        location  and use of any of the  Products  sold in  connection
                  with this  Agreement,  including any physical moves or changes
                  in use;
         -        the  numbers  and  nature of  repairs  and other  after  sales
                  services provided by the Distributor;
         -        inventory of stock of the Products held by the  Distributor as
                  appropriate;
         -        if applicable,  suggested Products enhancements;
         -        if  applicable,  advice  regarding  local  law,  environmental
                  conditions, safety standards, business practices and all other
                  necessary  approvals  which  might  affect  the  sales  of the
                  Products or their use  including,  but not  limited to,  those
                  approvals required for network connection of the Products;
         -        any other information  relating to the Products,  customers or
                  the  performance  of this  Agreement  which is likely to be of
                  benefit  to  either  IPC   Information   Systems   Inc.,   the
                  Distributor or their customers.

2.       To identify to IPC Information Systems Inc. at the commencement of this
         Agreement  (and  subsequently  at the start of each  twelve  (12) month
         period   subsequent  to  the  initial  twelve  month  duration  of  the
         Agreement) the respective annual sales target.

3.       To  consult  with and  obtain the prior  written  authorization  of IPC
         Information Systems Inc. in the event of any customer requirement which
         in  any  way  is not  expressly  covered  by  the  specific  terms  and
         conditions  of  this   Agreement.   IPC   Information   Systems  Inc.'s
         authorization   shall  be   obtained   prior  to  any   representation,
         undertaking  or opinion which is not  expressly  permitted by the terms
         and  conditions  of this  Agreement,  being given  either  orally or in
         writing by the Distributor to any third party or customer.

4.       To provide, upon reasonable request,  copies to IPC Information Systems
         Inc.  of bids,  quotations  and  tenders  relating  to the  Products as
         submitted by the Distributor to any potential customer.

5.       To fund visits to IPC Information Systems Inc.'s premises in the United
         States of America, or an alternative  suitable location,  for its staff
         to attend sales reviews, at least on an annual basis.

6.       To hold at the Distributor's  premises and at the Distributor's expense
         facilities  and Products,  based upon an agreed  Product  demonstration
         list,  to  demonstrate  the  operation  of the  Products  to  potential
         customers.  The Distributor,  when requested by IPC Information Systems
         Inc. or a third party,  shall  provide at the  Distributor's  expense a
         demonstration of the Products at the Distributor's premises.

7.       To nominate a named room manager who shall have specific responsibility
         for customer demonstrations and demonstration room management.




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                                  CONFIDENTIAL

8.       As appropriate  to the market in the Territory,  to translate and print
         local language versions of all product information including literature
         describing   the  Products  as  well  as  user  guides  and  associated
         documentation. The Distributor shall do this at its own expense.

9.       To  procure  and  maintain  mobile   demonstration   equipment  at  the
         Distributor's  expense for  demonstrating  the  Products at third party
         premises or sites  should IPC  Information  Systems  Inc. or such third
         party request such a demonstration  or should IPC  Information  Systems
         Inc.  request that the Distributor  perform such a  demonstration  at a
         trade show or some other promotional event.

10.      To advertise and promote the Products at the Distributor's  expense and
         in such a manner and through such a media as shall increase the sale of
         the Products in the  Territory  provided  that the text of all proposed
         advertising   and   promotional   material  shall  be  subject  to  IPC
         Information Systems Inc.'s prior approval. The Distributor shall hold a
         marketing  budget  and  agree a  marketing  plan  for  the  sale of the
         Products with IPC Information  Systems Inc. at the commencement of this
         Agreement and  thereafter at the start of each twelve (12) month period
         following the initial twelve (12) month duration of this Agreement.

B.       SALES PRACTICE

1.       To ensure that all efforts and  resources  are applied as  necessary in
         order to exceed  the sales  targets  and  volumes  agreed  between  the
         Distributor  and  IPC  Information  Systems  Inc.  To  take a  flexible
         approach  to  pricing,  particularly  in the  case  of IPC  Information
         Systems Inc.'s global customers,  and reflecting the competitive nature
         of both the worldwide and local markets.

2.       To conduct sales presentations as and when requested by IPC Information
         Systems Inc. or a third party.

3.       To refrain from  establishing  or maintaining  branches or distribution
         depots for the sale of the  Products  outside the  Territory  except as
         otherwise  might be formally  agreed in writing between the Distributor
         and  IPC  Information   Systems  Inc.  separate  to  and  outside  this
         Agreement.   However,   the   Distributor   undertakes  to  notify  IPC
         Information Systems Inc. promptly of any opportunities  arising for the
         supply of the  Products - or any related  items or service - to a third
         party in any area  outside the  Territory  which is not covered by this
         Agreement.

4.       To ensure that all the sales staff of the  Distributor  involved in the
         sale of the Products are dedicated to the distribution of the Products,
         are trained to the standard required by and agreed with IPC Information
         Systems  Inc.,  consisting of  individuals  with a skill set to fit IPC
         Information   Systems  Inc.'s  current  range  of  Products  and  other
         products. Such individuals must have a sufficient  understanding of the
         English  language  and other local  languages to enable them to perform
         the Distributor's obligations hereunder.

5.       To  demonstrate  to IPC  Information  Systems  Inc.  the  potential  to
         distribute additional and future products and services,  not limited to
         the Product range detailed herein.

6.       To provide IPC  Information  Systems  Inc.  with local  quotations  for
         installation  activities at rates which the Distributor can demonstrate
         are competitive in the Territory.

7.       To agree with IPC Information  Systems Inc. a service plan for use with
         IPC  Information  Systems  Inc.'s  global  customers in the  Territory,
         holding  quarterly  reviews  with those  customers  and  providing  IPC
         Information  Systems  Inc.  with  regular  feedback  through the use of
         customer questionnaires and the like.

C.       CUSTOMER SERVICE

1.       To operate during local business hours  (08.00-17.00)  a service centre
         with a 'help  desk' to act as a  central  point of  contact  for  fault
         reporting  and to  designate  a  named  single  point  of  contact  for
         installation  and warranty  services to be provided by the Distributor.
         This help desk shall consist of an acceptable  fault  tracking  system.
         Such point of contact  and all other  installation  and  support  staff
         shall be suitably trained, qualified and experienced to ensure that all
         support services shall be



<PAGE>


                                  CONFIDENTIAL

         performed in a timely and efficient  manner to the customers'  complete
         satisfaction.  Escalation  procedures  shall  be  established  for both
         technical and  managerial  contact,  within and outside of local office
         hours.

2.       To  deliver  and  install  the  Products  on  customers'   premises  in
         accordance with standards  defined by IPC  Information  Systems Inc. To
         perform pre-agreed  acceptance tests. To provide and perform first line
         maintenance  cover  and  support  for the  Products  in order to fulfil
         warranty obligations and continuing  maintenance cover if included by a
         customer  in their  order.  The  Distributor  shall  provide  all tools
         (including  standard  computer based project  management tools, such as
         "Microsoft Project") necessary to perform these services.

3.       To provide project  management,  installation  (at pre-agreed  prices),
         and, if ordered under a separate agreement, maintenance and support for
         IPC Information Systems Inc.'s customers in the Territory.

4.       To maintain adequate levels of stock of the Products, replacement parts
         therefor  and  recommended  test  equipment as may be necessary to meet
         demand for the  Products  or as may be  prescribed  by IPC  Information
         Systems  Inc.  from time to time and as  detailed  in section D of this
         Schedule 2.

5.       To  provide  on site  customer  training,  to the  satisfaction  of IPC
         Information  Systems  Inc.  and all  customers,  in order to ensure the
         ability of customers to maintain and use the Products effectively.

6.       As  detailed  in Clause 3 of this  Agreement,  to obtain all  necessary
         Licenses  in the name of IPC  Information  Systems  Inc.  to the extent
         possible, and if any are obtained in the name of the Distributor,  they
         shall be  transferred to IPC  Information  Systems Inc. if permitted by
         local law upon termination or expiry of this Agreement .

7.       To  maintain  in a format  advised by IPC  Information  Systems  Inc. a
         record of faulty parts and their  replacements  (whether replaced under
         warranty  or  maintenance  provisions)  supplied to and  returned  from
         customers  and to  supply  a copy of  this  record  to IPC  Information
         Systems Inc. with the monthly report previously  referred to in Section
         Al above.

8.       To conduct site and room surveys and produce comprehensive reports room
         plans and project plans as may be required by IPC  Information  Systems
         Inc.  at the time of  receiving  the  Distributor's  Purchase  Order or
         thereafter.

9.       To process and subsequently  project manage customer  orders,  Purchase
         Orders placed by the Distributor in relation to this Agreement and this
         Agreement  itself in order to ensure  both  customer  satisfaction  and
         compliance  with the terms,  conditions and Schedules of this Agreement
         and any related order.

10.      To promptly  bring to IPC  Information  Systems  Inc.'s  attention  any
         claims  or   lawsuits   (actual  or   potential)   which  come  to  the
         Distributor's  attention  which concern  alleged  infringements  of any
         improper or wrongful use of IPC Information Systems Inc.'s intellectual
         property rights or other  intellectual  property rights used in respect
         of the Products.

11.      To ensure that the environmental  conditions at the customer's premises
         where  the  Products  are to be kept are in  accordance  with  those as
         detailed  in any  manuals  and user  guides as may be  provided  by IPC
         Information  Systems  Inc.  or as  otherwise  advised in writing by IPC
         Information Systems Inc.

12.      To  nominate  and  make  available  a  sufficient  number  of  suitably
         qualified  and   experienced   personnel  for  attendance  on  the  IPC
         Information  Systems Inc. training courses,  detailed in Schedule 5, to
         enable the Distributor to fulfil its  obligations  under this Agreement
         for  installation,   maintenance  and  support  for  customers  in  the
         Territory.  The  Distributor is to ensure  thereafter  that an adequate
         number of fully  trained  personnel  are  available  at any one time to
         perform the Services to meet customer demand.

13.      To carry out all  Software and other  Product  upgrades as requested by
         IPC Information Systems Inc.




<PAGE>

                                  CONFIDENTIAL


14.      To obtain  acceptance  certificates  from all  customers  and  promptly
         provide IPC Information Systems Inc. with a copy of the same.

D.       SPARES HOLDING

1.       IPC  Information  Systems  Inc.  shall  recommend   appropriate  spares
         holdings  that the  Distributor  will be required to procure to support
         customers on a case by case basis at the time the  configured  Products
         are defined and the quotation  submitted to the  Distributor  for those
         Products.

2.       Spares can be purchased from IPC  Information  Systems Inc. at the then
         current  Distributor list price which is issued separately.  Orders for
         spare and  replacement  parts shall be subject to a minimum order value
         of $500.

         Repair Costs

3.       Faulty  parts not covered  under the terms of IPC  Information  Systems
         Inc.'s  warranty  that  are to be  repaired  under  the  repair  return
         procedure  described in Schedule 6 (section B) to this Agreement  shall
         be repaired by IPC Information  Systems Inc. at the then current repair
         price list.

4.       Subsequent to the warranty  period the  distributor is to pay to IPC 2%
         of the CIF  figure  for all goods  provided  to the  distributor.  This
         figure is to be  pro-rated in 4 quarters for systems in warranty and is
         payable on the 1st October annually.





<PAGE>

                                  CONFIDENTIAL

                           SCHEDULE 3 TO THE AGREEMENT

                   IPC INFORMATION SYSTEMS INC.'S OBLIGATIONS

Subject to and in accordance with this Agreement,  IPC Information  Systems Inc.
shall  perform  those  obligations  as  detailed  below  as well  as such  other
obligations of IPC  Information  Systems Inc. as detailed  within this Agreement
where the same are not mentioned below.

A.       SALES ADMINISTRATION AND MARKETING

1.       To provide agreed quotations as reasonably requested by the Distributor
         and subject to  acceptance of Purchase  Orders to supply  quantities of
         the  Products,  at the  quoted  valid  Prices.  To use  its  reasonable
         endeavours,  where applicable, to provide market entry pricing, if such
         is a new Territory from IPC Information  Systems Inc.'s perspective and
         to provide the Distributor  with packaged pricing models where such are
         developed  by IPC  Information  Systems  Inc.  Prices will  normally be
         provided  in US Dollars - if IPC  Information  Systems  Inc.  agrees to
         provide  Prices  in  other  currencies  IPC  Information  Systems  Inc.
         reserves  the  right to  revise  the same to  reflect  fluctuations  in
         relevant exchange rates.

2.       To supply to the  Distributor,  at valid quoted  Prices,  the volume of
         spare and  replacement  parts of the  Products as the  Distributor  may
         order  necessary  to  meet  the  service  needs  of  the  Distributor's
         customers in the Territory, such volume being previously agreed between
         the Distributor and IPC Information Systems Inc.

3.       To agree with the  Distributor  an annual  marketing  plan which  shall
         contain  relevant  details  of joint  strategy  and  details  of agreed
         actions  to be  performed  by the  Parties  during  the  course  of the
         following twelve (12) month period.

4.       To provide  Product  brochures,  news of Product updates and results of
         relevant  market  surveys (if any) as may apply to the  Territory.  IPC
         Information  Systems  Inc.  shall also assist the  Distributor,  to the
         extent  it is  reasonably  able  to do,  with  the  development  of the
         Distributor's own market communication plans.

5.       To share sales  information  from other  territories to the extent that
         the same are relevant to the Territory to support  local sales,  to use
         its   reasonable   endeavours  to  leverage  local  business  from  IPC
         Information  Systems Inc.'s global customers as might be present in the
         Territory and to visit the Territory  from time to time to  participate
         in sales  review  meetings and to assist with  specific and  pre-agreed
         major sales.

6        At IPC Information  Systems Inc.'s  discretion and subject to a minimum
         of two (2) working days notice, to provide  specialist sales support in
         the  Territory  upon  the  request  of  the   Distributor  and  at  the
         Distributor's  expense.  Such expense to the Distributor shall comprise
         the travel, accommodation and subsistence costs of any specialist staff
         provided by IPC Information Systems Inc. to render such support and any
         additional materials provided.

7.       Where IPC  Information  Systems  Inc.  determines  that  assistance  is
         reasonably  required by the Distributor  with (i) the  installation and
         commissioning  of the Products at the first two (2)  customer  sites in
         the Territory;  (ii) the installation and commissioning of new products
         or significant changes made to the Products; or (iii) subsequent to (i)
         and (ii),  then IPC  Information  Systems  Inc.  shall,  subject to the
         Distributor paying IPC Information  Systems Inc. its quoted charges for
         the  provision of such  assistance,  use its  reasonable  endeavours to
         provide such assistance.

8.       Where a customer  requires  provision of IPC  Information  Systems Inc.
         involvement  in  training  and  such  has  been   pre-agreed  with  IPC
         Information  Systems Inc.,  IPC  Information  Systems Inc. will use its
         reasonable  endeavours to assist,  subject to the customer  agreeing in
         writing to paying IPC Information Systems Inc.'s charges for the same.

9.       To  provide,  at the  Distributor's  request  and  expense,  any of the
         Products  for trials at a customer's  premises for a minimum  period of
         three (3) months. Such an arrangement shall be subject to IPC




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         Information  Systems Inc.'s agreement on a case by case basis and shall
         not constitute a sale for the purposes of  establishing  whether agreed
         volumes of sales have been achieved.

B.       SUPPORT

1.       To provide a  third-line  support  help desk which can be called by the
         Distributor  during normal  office hours as follows:  08.30 to 17.00 US
         time Monday to Friday,  excluding  public and bank  holidays.  Priority
         levels  of  reported  faults  shall be  determined  by IPC  Information
         Systems Inc. according to the following:

         Emergency                  -       service critical
         High                       -       service affecting
         Medium                     -       non-service affecting
         Enquiry                    -

Between the hours of 08.30 - 17.00 US time Monday to Friday  excluding US public
holidays the IPC Information Systems Inc. help desk can be contacted on:

         Tel:     +1 (203) 339-7189

Outside these hours a voicebank  facility is available.  The Distributor  should
leave a message giving the person's name,  Distributor's name, telephone number,
customer's  name and a brief  description of the problem.  The on-call  engineer
will be paged and will respond as soon as reasonably possible.

Between the hours of 17.00 - 08.30 US time Monday to Friday and all day Saturday
and Sunday the IPC Information Systems Inc. voicebank can be contacted on:

         Tel:     +1 (203) 339-7189

All times  quoted  are US  Eastern  Standard  Time.  The  Distributor  must make
allowance  for  changing  to US  Eastern  Daylight  Savings  Time and any  local
deviations.

2.       To provide agreed  training at IPC  Information  Systems Inc.'s expense
         and at a  place  nominated  by IPC  Information  Systems  Inc.,  to key
         technical  and  sales  personnel  of the  Distributor  as  detailed  in
         Schedule 5.

3.       To  provide  the   Distributor   with  such   quantities  of  technical
         information  written in the English language as IPC Information Systems
         Inc.  determines is necessary to enable the  Distributor to promote and
         support sales of the Products in the Territory.

4.       To  provide   advice  in  regards  to  room   configuration   and  site
         requirements.






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                           SCHEDULE 4 TO THE AGREEMENT

                IPC INFORMATION SYSTEMS INC.'S CONDITIONS OF SALE

The following are IPC Information  Systems Inc.'s Standard  Conditions as of the
date of signature of this Agreement.  IPC Information  Systems Inc. reserves the
right to amend these without prior notice.





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Conditions for the Export Sale of Equipment

1.       Definitions and Application

"IPC Information Systems Inc."      means IPC Information Systems Inc.

"Contract"                          means these conditions.

"Customer"                          means Trade Wind Marketing Pty Ltd.

"Equipment"                         means the  things  sold or  supplied  by IPC
                                    Information  Systems  Inc.  to the  Customer
                                    under  the   Contract   and   includes   any
                                    software.

"IPC                                Group   Company"  means  any  company  which
                                    directly  or   indirectly   controls  or  is
                                    controlled by IPC Information Systems, Inc.,
                                    whether  through the holding or  controlling
                                    of a majority  of the  voting  rights or the
                                    right to appoint or remove a majority of the
                                    board of directors, or otherwise.

2.       Content of Contract

2.1      No  variation of these  Conditions  will have effect  unless  agreed in
         writing  by IPC  Information  Systems  Inc.  and  the  Customer.  These
         Conditions  will  not be  varied  or  replaced  by any  contract  terms
         proposed by the Customer.

2.2      No employee of IPC Information Systems Inc. or its agents has authority
         to make any  warranty,  statement or promise  concerning  the Equipment
         except  in  writing  signed  by  a  duly  authorised  employee  of  IPC
         Information Systems Inc.

2.3      Except  where the Customer  relies on IPC  Information  Systems  Inc.'s
         written advice,  it is the Customer's  responsibility to satisfy itself
         as to the suitability of the Equipment for its needs.

2.4      IPC  Information  Systems  Inc.  may  make  minor  alterations  to  the
         specification  of the  Equipment  which do not affect  the  Equipment's
         performance.

3.       Consents: Installing The Equipment; Access; Use Of Agent

3.1      This paragraph 3 applies only if the Customer requires  installation of
         the Equipment.

3.2      The  Customer  will  at  its  own  expense,   and  in  advance  of  any
         installation work:

(a)      obtain  all  necessary  consents  for the  installation  and use of the
         Equipment,   including  consents  for  any  necessary   alterations  to
         buildings;
(b)      ensure that any floor loading limits will not be exceeded;
(c)      provide  suitable  accommodation,  foundations  and environment for the
         Equipment; including all necessary bunking, conduits and cable trays;
(d)      provide  electric  power  needed by IPC  Information  Systems  Inc.  in
         installing, testing and maintaining the Equipment;
(e)      provide a suitable and safe  working  environment  for IPC  Information
         Systems Inc. personnel and those of its agents;
(f)      take up or remove,  in time to allow IPC  Information  Systems  Inc. to
         carry out  installation,  any fitted or fixed floor coverings,  ceiling
         tiles,   suspended   ceilings  and  partition  covers,  and  carry  out
         afterwards any making good or decorator's work required.

3.3      Employees of IPC  Information  Systems Inc. will observe the Customer's
         reasonable  site  regulations  previously  advised  in  writing  to IPC
         Information Systems Inc. In the event of any conflict between such site
         regulations and these Conditions the latter will prevail.

3.4      The  Customer  will  provide  IPC  Information   Systems  Inc.  at  all
         reasonable times with full and convenient  access to the Customer's and
         other premises for the purposes of carrying out IPC



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         Information  Systems  Inc.'s  obligations  under  this  Contract.   IPC
         Information  Systems Inc. will normally carry out work during its usual
         working  hours but may, on reasonable  notice,  require the Customer to
         provide  access  at  other  times.   At  the  Customer's   request  IPC
         Information  Systems  Inc.  may agree,  exceptionally,  to work outside
         usual  working  hours;  the Customer will pay IPC  Information  Systems
         Inc.'s reasonable charges for complying with such request.

3.5      At its discretion IPC  Information  Systems Inc. may employ an agent or
         agents to fulfil its obligations in relation to installation.

4.       Connection to Network

         Installation  of the  Equipment  under this  Contract  does not include
         connection to a telecommunications  network.  Where the Equipment is to
         be  connected  to a  telecommunications  network or circuit  run by IPC
         Information  Systems  Inc.  or a  third  party,  it is  the  Customer's
         responsibility  to arrange for such  connection  to be made, to pay any
         connection  charge  and to  comply  with  any  conditions  relating  to
         connection.

5.       Delivery and Acceptance

5.1      IPC  Information  Systems Inc. will deliver the Equipment CIP Incoterms
         1990 Edition.

5.2      Where the  Equipment  is to be delivered or ready for service by a date
         specified by the Customer or by IPC Information Systems Inc., such date
         is to be treated as an estimate only and IPC  Information  Systems Inc.
         will not have any  liability  to the  Customer for failure to meet that
         date.

5.3      If IPC  Information  Systems  Inc.  is  delayed  in or  prevented  from
         delivering or  installing  the  Equipment by any date  specified  under
         paragraph  5.2 due to any delay or default on the part of the Customer,
         IPC Information Systems Inc. may (in addition to any other remedies) on
         written notice to the Customer,  add to the Contract price a reasonable
         sum in respect of any additional costs it incurs.

5.4      Where  the  Equipment  is  installed  under  this  Contract,   but  not
         otherwise,  IPC  Information  Systems  Inc.  will  carry  out any tests
         necessary to ensure that the Equipment is in working order.  Acceptance
         of the Equipment by the Customer will take place on the Acceptance Date
         which will be the earlier of:

         (a)      the date  when  IPC  Information  Systems  Inc.  notifies  the
                  Customer  that the  Equipment  has been made  available to the
                  Customer; or

         (b)      the date when the Customer begins to use the Equipment.

5.5      Minor faults which do not affect the Equipment's  performance  will not
         prevent the  Equipment  from being  accepted by the  Customer,  but IPC
         Information  Systems  Inc.  will  remedy  such  minor  faults  within a
         reasonable time.

6.       Ownership and Risk

6.1      The risk of loss or damage to the  Equipment  will pass to the Customer
         at the time and point  defined  in  Incoterms  1990,  as  specified  in
         paragraph 5.1.

6.2      Ownership of the  Equipment,  excluding any software,  will pass to the
         Customer on payment of the Contract  price in full. At all times before
         payment in full:

         (a)      the Equipment will stand in the  Customer's  books in the name
                  of IPC Information Systems Inc.;

         (b)      the  Customer  will take  appropriate  steps to  notify  third
                  parties of IPC  Information  Systems  Inc.'s  interest  in the
                  Equipment.




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                                  CONFIDENTIAL


6.3      In the event of threatened seizure of the Equipment,  or of appointment
         of  a  receiver  or  liquidator,  or  any  other  event  entitling  IPC
         Information  Systems Inc. to terminate this Contract under paragraph 13
         the Customer will immediately  notify IPC Information  Systems Inc. and
         IPC  Information  Systems Inc. will be entitled to enter the Customer's
         premises and repossess the Equipment.

7.       Limited Warranty

7.1      Subject to the provisions of this paragraph 7, IPC Information  Systems
         Inc. warrants that each item of Equipment purchased by Distributor will
         conform to its written  specifications and will be free from defects in
         materials  and  workmanship  for a period of twelve (12) months (or any
         other period notified to the Customer by IPC Information  Systems Inc.)
         from the Acceptance  Date (the "Warranty  Period").  If IPC Information
         Systems  Inc.  is  notified  of a warranty  claim  during the  Warranty
         Period,  IPC  Information  Systems Inc. will replace or (at its option)
         repair the faulty part free of charge, provided that:

         (a)      the Equipment has been properly kept, installed,  tested, used
                  and maintained in strict accordance with the manufacturer's or
                  IPC Information Systems Inc.'s  instructions,  if any, and has
                  not been modified except with IPC  Information  Systems Inc.'s
                  prior written consent;

         (b)      the  fault  is not  due to  damage  (including  lightning  and
                  electrical  damage),  interference  with or maintenance of the
                  Equipment by persons other than IPC  Information  Systems Inc.
                  or its agents;

         (c)      the fault is not due to a fault in a design  or  configuration
                  provided by the Customer.

7.2      This warranty does not cover fair wear and tear.

7.3      In the case of Equipment capable of being removed by the Customer,  the
         Customer will be required to return faulty Equipment to IPC Information
         Systems Inc. freight prepaid. IPC Information Systems Inc. will replace
         or repair the faulty  Equipment  and send back it back to the  Customer
         freight prepaid.

7.4      IPC  Information  Systems  Inc.  does not  warrant  that  any  software
         supplied under this Contract will be free of all faults or that its use
         will be  uninterrupted,  but IPC  Information  Systems Inc. will remedy
         defects  which  significantly  impair  performance  within a reasonable
         time.

7.5      At its discretion IPC  Information  Systems Inc. may employ an agent or
         agents to fulfil its obligations under this guarantee.

7.6      IPC Information Systems Inc. may make a reasonable charge in respect of
         any  visit  or  attempt,  at the  Customer's  request,  to  repair  the
         Equipment  where either no fault is found to exist, or the fault is not
         covered by this warranty.

7.7      THE FOREGOING  WARRANTY IS IN LIEU OF ALL OTHER  WARRANTIES  EXPRESS OR
         IMPLIED,  INCLUDING  BUT  NOT  LIMITED  TO ANY  IMPLIED  WARRANTIES  OF
         MERCHANTABILITY  OR FITNESS FOR A PARTICULAR  PURPOSE.  IPC INFORMATION
         SYSTEMS INC. ' S SOLE OBLIGATION AND  DISTRIBUTOR'S  SOLE AND EXCLUSIVE
         REMEDY FOR A BREACH OF THIS  AGREEMENT OR OF ANY WARRANTY  GRANTED HERE
         UNDER  SHALL,  AT IPC  INFORMATION  SYSTEMS  INC.  ' S SOLE  OPTION AND
         EXPENSE,  BE LIMITED TO THE REPAIR OR  REPLACEMENT  OF THE DEFECTIVE OR
         NON-CONFORMING PRODUCT. NO AGENT OR EMPLOYEE OF IPC INFORMATION SYSTEMS
         INC. IS AUTHORIZED TO EXTEND ANY REPRESENTATION OR WARRANTY BEYOND THAT
         EXPRESSLY  PROVIDED  HEREIN.  THIS  WARRANTY  SHALL BE  SUBJECT  TO IPC
         INFORMATION  SYSTEMS  INC. ' S  CONFIRMATION  OF THE ALLEGED  DEFECT OR
         NON-CONFORMITY  AND DOES NOT INCLUDE AND IPC  INFORMATION  SYSTEMS INC.
         DISCLAIMS ANY  LIABILITY  FOR ANY LABOR OR PARTS  REQUIRED TO REPAIR OR
         REPLACE ANY PART OR  COMPONENT OF A PRODUCT OR SYSTEM IF SUCH REPAIR OR
         REPLACEMENT  IS REQUIRED  AS A RESULT OF ANY FORCE  MAJEURE  EVENT,  OR
         ATTACHMENT, ALTERATION, MISUSE, TAMPERING, ACCIDENT, OR ABUSE OF THE



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                                  CONFIDENTIAL


         PRODUCTS BY DISTRIBUTOR, CUSTOMER OR ANY THIRD PARTY. ANY SUCH EVENT
         OR ACTION SHALL VOID IPC INFORMATION SYSTEMS INC.'S WARRANTY GRANTED
         HEREUNDER.

7.8      Distributor  shall be  responsible  for that portion of any warranty it
         grants to any Customer  without IPC  Information  Systems Inc.' s prior
         written  approval  which  exceeds,  whether  in time or in scope,  that
         provided to Distributor by IPC Information Systems Inc. under the terms
         of this  Agreement.  Distributor  shall indemnify and hold harmless IPC
         Information Systems Inc. for any and all losses, damages,  expenses and
         costs,  including  attorneys'  fees,  which arise from or relate to any
         claims,  actions or proceedings  brought by or threatened to be brought
         by any Customer in connection with such extended warranties.

8.       Software and Documentation

                  [NOTE: THESE PROVISIONS ARE SUBJECT TO REVISION]

8.1      This  paragraph 8 does not apply to the extent that it is  inconsistent
         with any  separate  software  licence,  sublicense  or  agreement  made
         between  the  Customer  and  (i)  any  IPC  Group  Company,   (ii)  any
         Distributor  of IPC  Products,  or (iii) any third  party  licenser  of
         software provided in connection with the sale, installation,  operation
         or maintenance of Products.

8.2      The intellectual  property rights in all software,  operating  manuals,
         documents,  drawings  and  information  ("the  Intellectual  Property")
         supplied to the Customer remain IPC Information Systems Inc.'s property
         or that of IPC Information Systems Inc.'s licensor.

8.3      IPC  information  Systems  Inc.  grants the  Customer  a  non-exclusive
         non-transferable licence or sublicense to use the Intellectual Property
         for the purpose of using the  Equipment and for no other  purpose.  Any
         Intellectual  Property  supplied  to the  Customer  must not be copied,
         disclosed or used (except for the purpose for which they are  supplied)
         without IPC Information Systems Inc.'s written consent.

8.4      The Customer must:

         (a)      not  reproduce  the  software  except to the  extent  strictly
                  necessary  for proper  use of the  Equipment  and for  back-up
                  purposes,  any such  permitted  reproduction  being  solely in
                  object code form;

         (b)      keep the Intellectual  Property in confidence;  any disclosure
                  of it by the Customer is to be made in confidence  and only to
                  the  extent  strictly  necessary  for  the  proper  use of the
                  Equipment.  The Customer is responsible for ensuring that such
                  disclosure does not lead to a breach of this paragraph.

8.5      The Customer must not make  modifications  to the Software  without IPC
         Information  Systems  Inc.'s prior written  consent.  The  intellectual
         property rights,  including copyright,  in any permitted  modifications
         will vest in IPC Information Systems Inc.

8.6      The Customer  agrees to sign any agreement  reasonably  required by the
         owner of intellectual property in the software supplied to the Customer
         under this Contract for the protection of that Software.

9.       Indemnity

9.1      Subject to the provisions of this paragraph 9, IPC Information  Systems
         Inc.  will  indemnify the Customer  against all claims and  proceedings
         arising  from  infringement(or  alleged  infringement)  of any  patent,
         design or copyright  enforceable  in the United  States of America,  by
         reason of the  Customer's  use or  possession  of the  Equipment.  As a
         condition of this indemnity the Customer will:

         (a)      notify IPC Information Systems Inc. promptly in writing of any
                  allegation of infringement;




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                                  CONFIDENTIAL


         (b)      make no admission relating to the infringement; and

         (c)      allow IPC Information Systems Inc. to conduct all negotiations
                  and  proceedings  and give IPC  Information  Systems  Inc. all
                  reasonable assistance.

9.2      If at any time an allegation of infringement of such patent,  design or
         copyright is made, IPC Information  Systems Inc. may at its own expense
         (i)  procure  for  the  Customer  the  right  to  continue  to use  the
         Equipment,  (ii) modify the Equipment so as to avoid the  infringement,
         or (iiI) replace the Equipment with non-infringing goods, provided that
         any such  modification  or replacement  does not affect the Equipment's
         performance in a material respect.

9.3      The  indemnity  in  paragraph  9.1  does  not  apply  to  infringements
         occasioned by the Customer's  use of the Equipment in conjunction  with
         other  apparatus or software not  supplied by IPC  Information  Systems
         Inc.; nor to infringements occasioned by designs or specifications made
         by the Customer.  The Customer will indemnify IPC  Information  Systems
         Inc.  against  claims,  proceedings  and  expenses  arising  from  such
         infringements.

9.4      The  indemnity  referred to in paragraph  9.1 above shall be subject to
         the extent of the indemnity  being limited to one million  ($1,000,000)
         US Dollars in respect of all  settlements or claims and proceedings (i)
         in any period of twelve (12)  calendar  months or (ii) which  relate to
         the same or similar facts or events.

9.5      The indemnity referred to in paragraph 9.1 above states IPC Information
         Systems  Inc.'s  entire  liability  in respect of any  infringement  or
         alleged infringement of third party intellectual property rights and is
         in lieu of and replaces all other warranties in that respect  including
         implied warranties.

10.      Charges And Payment

10.1     IPC Information  Systems Inc. will invoice the Customer on the Delivery
         Date (CIP Incoterms 1990 Edition.  The Customer will pay within 30 days
         of the invoice  date.  IPC  Information  Systems  Inc. may charge daily
         interest  on late  payments  at a rate equal to 4% per annum  above the
         Base Lending Rate of Bank of New York.

10.2     Unless  otherwise  stated,  prices and charges  are in US Dollars,  for
         delivery to the point mentioned in 5.1. They do not include Value Added
         Tax which will be added if  appropriate.  They  include  packing to IPC
         Information Systems Inc.'s normal export standards.

10.3     Payment  will  be in US  Dollars  to  IPC  Information  Systems  Inc.'s
         nominated bank account in the United States of America unless otherwise
         agreed in writing.

10.4     IPC Information Systems Inc. will be entitled to maintain an action for
         the price of the Equipment at any time after  payment  becomes due even
         though ownership of the Equipment has not passed to the Customer.

11.      Limitation of Liability

11.1     IPC  Information  Systems  Inc.  accepts  liability  for  faults in the
         Equipment and for IPC Information  Systems Inc.'s own  negligence,  but
         only to the extent stated in paragraph 7 and this  paragraph 11. Except
         where expressly  contained in these Conditions IPC Information  Systems
         Inc. has no obligation,  duty or liability in contract, tort (including
         negligence) or otherwise.

11.2     IPC Information Systems Inc. does not exclude or restrict its liability
         for death or personal injury resulting from its negligence.

11.3     IPC Information  Systems Inc.'s  liability to the Customer in contract,
         tort  (including  negligence) or otherwise  arising in connection  with
         this Contract is limited to US $1,000,000.




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11.4     IPC  Information  Systems  Inc.  will not be liable to the  Customer in
         contract,  tort  (including  negligence)  or  otherwise  for  any  loss
         (whether  direct or  indirect)  of profits,  business,  or  anticipated
         savings, or for any indirect or consequential loss or damage whatever.

11.5     Each  provision of this  paragraph  11 limiting or excluding  liability
         operates separately in itself and survives independently of the others.

12.      Matters beyond IPC Information Systems Inc.'s reasonable control

         IPC  Information  Systems  Inc.  is not  liable  for any breach of this
         Contract  caused by  matters  beyond  IPC  Information  Systems  Inc.'s
         reasonable control, including Acts of God, fire, lightning,  explosion,
         war, disorder, flood, industrial disputes (whether or not involving IPC
         Information Systems Inc.'s employees),  weather of exceptional severity
         or acts of local or central Government or other authorities.

13.      Termination

13.1     IPC  Information  Systems Inc. has the right to terminate this Contract
         without  notice and claim for any resulting  losses and expenses if the
         Customer:

         (a)      commits a breach of this  Contract or any other  contract with
                  IPC Information  Systems Inc., that is capable of remedy,  and
                  fails to remedy  the  breach  within a  reasonable  time after
                  written notice to do so; or

         (b)      commits an  irremediable  breach of this Contract or any other
                  contract with IPC Information Systems Inc.; or

         (c)      is the subject of a bankruptcy order, or becomes insolvent, or
                  makes any  arrangement or  composition  with or assignment for
                  the benefit of its creditors,  or if any of its assets are the
                  subject  of any form of  seizure,  or goes  into  liquidation,
                  either  voluntary   (otherwise  than  for   reconstruction  or
                  amalgamation),   or   compulsory,   or  has  a   receiver   or
                  administrator  appointed over its assets, or any similar event
                  occurs under the laws of the  jurisdiction  where the Customer
                  was incorporated.

13.2     If IPC Information  Systems Inc. delays in acting upon a breach of this
         Contract by the Customer that delay will not be regarded as a waiver of
         that breach.  If IPC  Information  Systems Inc. waives a breach of this
         Contract by the  Customer,  that  waiver is limited to that  particular
         breach.

14.      Export Control

14.1     The  Customer  may receive  equipment,  software,  services,  technical
         information,   training   materials  or  other   technical  data  ("the
         Controlled  Supplies") which,  because of their origin or otherwise are
         subject to the United States of America export  control  regulations or
         the laws or regulations of another country. In such case,  provision of
         the Controlled Supplies shall be conditional upon the parties obtaining
         and  providing  all  necessary  consents.  The  parties  shall  provide
         reasonable assistance to each other to obtain such consents.

14.2     The Customer  agrees to comply with any applicable  export or re-export
         laws or regulations,  including obtaining written authority from the US
         government  if the Customer  intends at any time to re-export any items
         of US origin to any proscribed destination.

15.      Assignment

         Neither the  Customer  nor IPC  Information  Systems Inc. may assign or
         transfer  any of their  rights  or  obligations  under  this  Contract,
         without the  written  consent of the other,  save that IPC  Information
         Systems  Inc.  may without  consent  assign or  transfer  its rights or
         obligations  to any IPC Group  Company or to any  company  where an IPC
         Group Company has effective control.

16.      Applicable Law, Jurisdiction and Arbitration



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                                  CONFIDENTIAL


16.1     The  construction,  validity and  performance of this Contract shall be
         governed  in all  respects by the  substantive  law of the State of New
         York,  USA  applicable to agreements to be made and performed  therein.
         The  parties  hereby  submit to the  nonexclusive  jurisdiction  of the
         courts  of the  State  of New York and the  federal  courts  of the USA
         located therein.

16.2     Any bona fide  dispute  arising out of or relating to this  Contract or
         the  breach,  termination  or  validity  thereof,  which  has not  been
         resolved within sixty (60) days of notice thereof by the party claiming
         a  dispute,  shall be  finally  settled  by  arbitration  conducted  in
         accordance  with the  International  Arbitration  Rules of the American
         Arbitration Association by three independent and impartial arbitrators,
         of whom each party shall appoint one.

16.3     The place of arbitration  shall be the State of New York, County of New
         York, U.S.A. and all proceedings  shall be in English.  The arbitration
         shall be  governed  by the  substantive  law of the  State of New York,
         exclusive of its conflict of laws rules,  and the law applicable to the
         arbitration  procedure  shall be the United States  Arbitration  Act, 9
         U.S.C.  Section  1 et seq.  Judgment  upon the  award  rendered  by the
         arbitrators may be entered by any court having jurisdiction thereof.

16.4     The parties  agree that (i) the award of the  arbitrators  shall be the
         sole  and  exclusive   remedy   between  them   regarding  any  claims,
         counterclaims,   issues  or  accountings   presented  or  pled  to  the
         arbitrators;  that is shall be made and shall  promptly  be  payable in
         U.S. dollars free of any tax,  deduction or offset; and that any costs,
         fees, or taxes,  incident to enforcing the award shall,  to the maximum
         extent  permitted by law, be charged  against the party  resisting such
         enforcement;  and (ii) the  procedures  specified in this  paragraph 16
         shall  be the sole  and  exclusive  procedures  for the  resolution  of
         disputes  between  the  parties  arising  out of or  relating  to  this
         Contract;  provided  however,  that a  party  may  seek  a  preliminary
         injunction,  attachments or other  provisional  judicial relief if such
         action is  necessary  to avoid  irreparable  damage or to preserve  the
         status  quo.  Despite  such  action,   the  parties  will  continue  to
         participate in good faith in the procedures specified in this paragraph
         16.





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                                  CONFIDENTIAL


                           SCHEDULE 5 TO THE AGREEMENT

                                    TRAINING

1.       Providing  the  Distributor  makes a minimum  of three (3) of its staff
         available,  IPC  Information  Systems Inc.  shall make available to the
         Distributor  three (3)  places on a training  course,  at a place to be
         designated by IPC  Information  Systems Inc.,  but normally  within the
         United  States of  America,  free of  charge  covering  (i) an  initial
         introductory training course when the parties enter into this Agreement
         and (ii) for each new product range  introduced  into the Territory for
         distribution  by the  Distributor.  All costs  for  wages,  travel  and
         subsistence  for  the  Distributor's  staff  shall  be  payable  by the
         Distributor and not IPC Information Systems Inc.

2.       IPC  Information  Systems Inc. shall make available two (2) places on a
         sales  training  course to be held at a place to be  designated  by IPC
         Information Systems Inc. in the United States of America. All costs for
         wages,  travel and  subsistence  for the  Distributor's  staff shall be
         payable by the Distributor and not IPC Information Systems Inc.

3.       Any courses subsequently required by the Distributor, including but not
         limited to refresher  training and any training  that the parties agree
         shall take place in the Territory shall be chargeable  (trainer's fees,
         travel, subsistence and accommodation) by IPC Information Systems Inc.,
         payable by the Distributor.

4.       Only  personnel   proficient  and  suitably   qualified  to  enable  an
         understanding   of  the  basic   principles   underlying  such  product
         installation,  maintenance  and support  training shall be permitted to
         attend.

5.       All training  shall be in the English  language  and all  documentation
         provided  shall be in English.  If any  interpreter  is required by IPC
         Information Systems Inc., provision shall be the sole responsibility of
         the Distributor.






<PAGE>


                                  CONFIDENTIAL


                           SCHEDULE 6 TO THE AGREEMENT

                             REPAIR RETURN PROCEDURE

1.       Introduction

1.1      When it is necessary to return any item of the Products supplied by IPC
         Information  Systems Inc. the following "Repair Return Procedure" shall
         be followed.  This  procedure  covers the standard  exchange and return
         service.

1.2      The Distributor shall order such spares  stockholding as recommended by
         IPC  Information  Systems  Inc.  for the purpose of  ensuring  that its
         maintenance support obligations to the customer are met.

2.       Procedures for return of Products

2.2      Prior to shipment of any item for maintenance exchange, the Distributor
         shall  send  a  Maintenance  Exchange  Request  (MEX  Request)  to  IPC
         Information  Systems  Inc.  by fax on  XXXXX  detailing  the  following
         information:

         a)       The Distributor's MEX account number
         b)       The IPC Information Systems Inc. partcode and description
         c)       Name of site  and  customer
         d)       Quantity  of  replacements   required
         e)       The Distributor's fault label reference
         f)       The proposed shipping details
         g)       Serial number of the Product

2.2      The faulty Product shall be returned to:

         IPC INFORMATION SYSTEMS INC.

         [Address]

2.3      All Products  returned must be properly  packaged to prevent any damage
         in transit  and have  enclosed a fault label in a format to be provided
         by IPC  Information  Systems Inc. The  information  regarding the fault
         supplied on the fault label by the  Distributor  must be  sufficient to
         enable the repair to be investigated evaluated.

2.4      Full  and  complete  shipping  documents  must  be  enclosed  with  the
         equipment returns comprising:

         a)       Packing list
         b)       Pro-forma invoice
         c)       MEX reference number
         d)       Fault label for each item
         e)       Copy of the MEX Request

2.5      The   Distributor   shall  be   responsible   for  all   insurance  and
         transportation  costs and customs  duties that may be thereby  incurred
         and  suffer  the  risk of loss or  damage  to the  Products  whilst  in
         transit.

3.       Exchange and Return Service

3.1      On receipt  of faulty  Products  from the  Distributor  at the  address
         specified in paragraph 2.2 (properly  packaged and with all appropriate
         documentation  as required  herein) IPC Information  Systems Inc. will,
         subject as herein  provided,  use its reasonable  endeavours to deliver
         replacement equipment CIP (Incoterms 1990) to the port of import in the
         Territory, for collection by the Distributor,  within 30 days from such
         receipt.

3.2      Any  Products (or any parts of a Product)  returned to IPC  Information
         Systems Inc. under these exchange and return  arrangements  shall (upon
         replacement) become the property of IPC Information



<PAGE>

                                  CONFIDENTIAL


         Systems Inc. and the  Distributor  warrants either that it shall have a
         free and unencumbered title to such Products or (where the equipment is
         leased or charged) that it shall have  obtained all necessary  consents
         to part with  possession  and give good title to such  equipment to IPC
         Information Systems Inc.

4.       IPC Information Systems Inc. Warranty on Replacement Products

4.1      If,  during the period of three (3) months (or such other period as IPC
         Information Systems Inc. and the Distributor may agree in writing) from
         when  replacement   Products  leave  IPC  Information   Systems  Inc.'s
         warehouse for delivery CIP to the  Distributor,  or within the original
         warranty period, whichever is the greater, IPC Information Systems Inc.
         is notified of a fault in the  replacement  Products,  IPC  Information
         Systems  Inc.  will  replace (or at its option)  repair the faulty part
         free of charge provided that :

         4.1.1    the Products have been properly  installed,  tested kept, used
                  and maintained in strict  accordance with the manufacturers or
                  IPC Information  Systems Inc.'s  instructions (if any) and has
                  not been modified except with IPC  Information  Systems Inc.'s
                  prior consent;

         4.1.2    the fault is not due to accidental or wilful damage (including
                  lightning) or any damage caused by mains electrical  surges or
                  failures or electromagnetic interference.

4.2      It will be the Distributor's  responsibility to return faulty equipment
         to IPC Information  Systems Inc. at the address  specified in paragraph
         2.2 at its own expense (in accordance with Clause 2 to this Schedule 6)
         unless IPC Information Systems Inc. agrees otherwise.

4.3      As it is not  possible  for  Software  to be tested  in every  possible
         permutation IPC Information Systems Inc. does not warrant that Software
         supplied in replacement Products will be free of all faults or that its
         use  will be  uninterrupted  but  defects  which  significantly  impair
         performance will be remedied under this warranty.

4.4      Where  applicable  IPC  Information  Systems  Inc.  does not warrant or
         accept  liability for  calibration of replacement  Products nor for the
         provision, procurement or replacement of test certificates.

4.5      The parties may, at their discretion (but without absolving  themselves
         from any  contractual  responsibility)  appoint  an  agent,  agents  or
         sub-contractors  to perform  their  respective  obligations  under this
         paragraph 4.

5.       Return of Replacement Products to the Distributor

5.1      IPC  Information  Systems Inc. will notify the  Distributor  as soon as
         replacement  Products are sent out from IPC Information  Systems Inc.'s
         warehouse at ________________________.

5.2      IPC Information Systems Inc. will package all replacement  Products and
         send them CIP (Incoterms 1990) to the port of import in the Territory.

5.3      IPC  Information  Systems  Inc.  will  supply  a  packing  list (of the
         Products) and a shipping invoice.

6.       Charges for Replacement Products

6.1      The  charges  for  replacement  Products  will be the  rates set by IPC
         Information Systems Inc. from time to time.

6.2      New  Product  (spares)  prices and the  repair  prices if issued by IPC
         Information  Systems Inc. will apply for a period of 12 months from the
         date of their formal issue within IPC  Information  Systems Inc.,  (not
         necessarily 12 months from the date of this Agreement). Thereafter such
         prices may be  revised by IPC  Information  Systems  Inc.  from time to
         time,  IPC  Information  Systems Inc.  giving at least 3 months written
         notice to the Distributor.

6.3      All charges are  exclusive  of VAT,  other  applicable  sales taxes and
         duties.



<PAGE>

                                  CONFIDENTIAL


6.4      Upon payment of the extended warranty amount, then all items will be as
         per warranty.

7.       Payment Terms

7.1      IPC Information  Systems Inc. will invoice the Distributor  annually on
         the 1st October for the following year's extended warranty period.

7.2      Invoices shall be paid by the  Distributor to IPC  Information  Systems
         Inc. in US Dollars within 30 days of the date of the invoice.

8.       Damaged/Incomplete Product Returns

8.1      If Products are returned to IPC  Information  Systems Inc.  (whether or
         not under IPC Information  Systems Inc. warranty) without a fault label
         or without adequate details on a fault label, or are returned  damaged,
         incorrectly  packaged or incomplete  (meaning component parts have been
         removed or modified by the  Distributor or the  Distributor's  customer
         without prior written consent from IPC  Information  Systems Inc.) then
         any warranty is automatically invalidated.

8.2      Replacement  Products shipped to the Distributor  pursuant to paragraph
         8.1 of this Schedule 6 will be charged at the then current price.

9.       Substitute Products

9.1      IPC  Information  Systems  Inc.  reserves  the right to replace  faulty
         Products  with  replacement  products  which do not  have an  identical
         specifications  provided that the  replacement  product is of a similar
         quality and has a similar performance capability.





<PAGE>

                                  CONFIDENTIAL


                           SCHEDULE 7 TO THE AGREEMENT

                                SOFTWARE LICENSE


Subject to the terms contained in this Software License, IPC Information Systems
Inc. grants to Licensee a  nonexclusive,  perpetual,  non-transferable,  paid-up
license  (I)to use the Software  furnished  pursuant to the  Agreement  which is
proprietary to IPC  Information  Systems Inc. or its suppliers,  contained as an
integral part of the Products;  and (2) to install and use each item of Software
not  an  integral  part  of  the  Products;   and  (3)  to  use  the  associated
documentation.  Licensee  is granted no title or  ownership  rights in or to the
Software,  which rights shall  remain with IPC  Information  Systems Inc. or its
suppliers.

IPC  Information  Systems Inc.  considers  the Software to contain  Intellectual
Property  Rights  and other  proprietary  and  Confidential  Information  of IPC
Information  Systems  Inc.  and/or its  suppliers.  Such rights and  Information
include, without limitation thereto, the specific design, structure and logic of
individual  Software  programs,   their  interactions  with  other  portions  of
Software,  both internal and external,  and the programming  techniques employed
therein.  In order to protect  those rights and maintain  the  confidential  and
proprietary  status  of the  information  contained  within  the  Software,  the
Software  is  being  delivered  to  Licensee  in  object  code  form  only.  IPC
Information  Systems Inc. or its  suppliers  holding any  intellectual  property
rights in the Software,  and/or any third party owning any intellectual property
rights in software from which the Software was derived, are intended third party
beneficiaries of this Software License. All grants of rights to use intellectual
property  intended to be  accomplished  by this Software  License are explicitly
stated and no  additional  grants of such rights shall be inferred or created by
implication.

Licensee shall:

X        hold the  Software in  confidence  for the  benefit of IPC  Information
         Systems Inc. and/or its suppliers;
X        keep a current record of the location of each copy of the Software made
         by Licensee;
X        affix  to each  copy of  Software  made by it,  in the  same  form  and
         location,  a reproduction or the copyright notices,  trademarks and all
         other proprietary  legends and/or logos of IPC Information Systems Inc.
         and/or its  suppliers,  appearing on the original copy of such Software
         delivered to Licensee,  and retain the same without  alteration  on all
         original copies;
X        destroy the Software and all copies at such time as Licensee chooses to
         permanently cease using it.

Licensee shall not:

X        use the  Software  (i) for  any  purpose  other  than  Licensee'  s own
         internal  business  purposes  and (ii) other than as  provided  by this
         License;
X        allow  anyone  other  than  Licensee'  s  employees  and agents to have
         physical access to the Software;
X        make any copies of the Software,  except such limited  number of object
         code  copies  in  machine  readable  form  only  as may  be  reasonably
         necessary for execution or archival purposes;
X        make any modifications, enhancements, adaptations or translations to or
         of the Software;
X        attempt to reverse engineer, disassemble, reverse translate, decompile,
         or in any other  manner  decode  the  Software  in order to derive  the
         source code form or for any other reason.

Licensee may assign  collectively  its rights under this Software License to any
subsequent owner of the Products, but not otherwise. No such assignment shall be
valid  until  Licensee  (a) has  delegated  all of its  obligations  under  this
Software  License  to the  assignee;  (b) has  obtained  from  the  assignee  an
unconditional  written assumption of all such obligations;  (c) has provided IPC
Information  Systems Inc. a copy of such assignment,  delegation and assumption;
and (d) has transferred  physical  possession of all Software and all associated
documentation  to the assignee and destroyed all of Licensee' s archival copies.
Except as provided above,  neither this Software License nor any rights acquired
by  Licensee  through  this  Software  License  are  assignable.  Any attempt at
assignment of rights and/or  transfer of Software  which do not strictly  comply
with the terms herein shall be void and conclusively  presumed a material breach
by Licensee.

IPC Information Systems Inc. warrants that the Software as delivered shall be of
good  quality  and  workmanship  for a period of  twelve  (12)  months  from the
Acceptance Date. EXCEPT FOR THE LIMITED WARRANTY SET FORTH HEREIN,  THE SOFTWARE
IS PROVIDED "AS-IS" AND WITHOUT



<PAGE>

                                  CONFIDENTIAL

WARRANTY  OR  INDEMNITY  OF ANY KIND OR NATURE.  IPC  INFORMATION  SYSTEMS  INC.
SPECIFICALLY DISCLAIMS AND BUYER SPECIFICALLY WAIVES ALL WARRANTIES EXPRESSED OR
IMPLIED,  INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR  PURPOSE WITH RESPECT TO THE SOFTWARE OR DEFECTS IN THE
TAPE,  DISKETTE OR OTHER  PHYSICAL  MEDIA AND  DOCUMENTATION,  OPERATION  OF THE
SOFTWARE,  AND  ANY  PARTICULAR  APPLICATION  OF USE OF THE  SOFTWARE.  LICENSEE
ACKNOWLEDGES  THAT THIS  LIMITATION OF WARRANTIES  WAS A MATERIAL  FACTOR IN THE
ESTABLISHMENT  OF THE PURCHASE  PRICE OF THE PRODUCTS,  WHICH PRICE INCLUDES THE
LICENSE FEE.

REGARDLESS OF WHETHER ANY REMEDY HEREUNDER FAILS OF ITS ESSENTIAL  PURPOSE,  IPC
INFORMATION  SYSTEMS INC. SHALL NEVER BE LIABLE ON ACCOUNT OF ANY CLAIM OR CAUSE
OF  ACTION OF ANY KIND  INCLUDING  BUT NOT  LIMITED  TO TORT,  CONTRACT,  STRICT
LIABILITY,  BREACH OF  CONTRACT,  BREACH OF  WARRANTY OR  OTHERWISE,  UNDER THIS
SOFTWARE   LICENSE  OR   OTHERWISE  TO  OR  THROUGH   LICENSEE   FOR   INDIRECT,
CONSEQUENTIAL,  EXEMPLARY,  INCIDENTAL  OR PUNITIVE  DAMAGES,  INCLUDING BUT NOT
LIMITED TO LOSS OF BUSINESS OR BUSINESS INFORMATION, BUSINESS INTERRUPTION, LOST
PROFITS OR OTHER ECONOMIC DAMAGE,  EVEN IF IT HAS BEEN ADVISED OF, HAD REASON TO
KNOW,  SHOULD HAVE KNOWN OR KNEW OF THE  POSSIBILITY  OF SUCH DAMAGES.  LICENSEE
ACKNOWLEDGES  THAT  THE  FOREGOING  SENTENCE  REFLECTS  AN  INFORMED,  VOLUNTARY
ALLOCATION  BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN)  THAT MAY EXIST
IN CONNECTION  WITH THIS SOFTWARE  LICENSE,  THAT SUCH VOLUNTARY RISK ALLOCATION
WAS A MATERIAL PART OF THE BARGAIN BETWEEN THE PARTIES AND THAT THE ECONOMIC AND
OTHER  TERMS OF THIS  LICENSE  WERE  NEGOTIATED  AND AGREED TO BY THE PARTIES IN
RELIANCE ON SUCH VOLUNTARY RISK ALLOCATION.

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IPC INFORMATION SYSTEMS INC.' S
SOLE LIABILITY AND LICENSEE'S SOLE AND EXCLUSIVE REMEDY UNDER THIS WARRANTY WILL
BE IPC INFORMATION  SYSTEMS INC. ~ S USE OF REASONABLE EFFORTS TO CORRECT ERRORS
IN THE SOFTWARE OR, IN IPC  INFORMATION  SYSTEMS  INC. ~ S SOLE  DISCRETION,  TO
REFUND THAT PORTION OF THE PURCHASE  PRICE, AS DEPRECIATED ON LICENSEE' S BOOKS,
APPLICABLE TO THE PORTION OF THE SOFTWARE WHICH IS DEFECTIVE.

All Software  corrective  revisions generally adopted by IPC Information Systems
Inc.  during the Warranty  Period shall be provided to Licensee at no cost.  All
Software  enhancements  (Upgrades)  developed  by IPC  Information  Systems Inc.
during  the  Warranty  Period  shall  be  made  available  to  Licensee  at  IPC
Information Systems Inc.' s current list price.

In the event of a breach of this Software License by Licensee, Licensee shall be
deemed to have  agreed  that  remedies  available  at law may not be adequate to
protect the interests of IPC  Information  Systems Inc.  and/or IPC  Information
Systems  Inc.'s  suppliers  who may be  entitled to equity  jurisdiction  of the
courts.