LICENSE AGREEMENT

     THIS LICENSE AGREEMENT (this "Agreement") is made and entered, effective as
of the date set forth below,  by and between  SANTA  BARBARA  CONNECTED  SYSTEMS
CORPORATION, a California corporation ("Licensor"), and VODAVI TECHNOLOGY, INC.,
a Delaware corporation ("Licensee"), with reference to the following facts:

     RECITALS:

     A. Under the OEM Agreement,  Licensor has manufactured and sold to Licensee
certain products based upon Licensor's "Oyster" technology, and the parties have
elected to terminate the OEM Agreement and to have Licensor  grant to Licensee a
perpetual,  non-exclusive license to use the Licensed Technology described below
to manufacture  and distribute  the Products which Licensor  previously  sold to
Licensee pursuant to the OEM Agreement.

     B. Licensor acquired its right to use a portion of the Licensed  Technology
from D2 under the D2 Agreement  described  below, and the grant of license under
this Agreement also is subject to the terms,  conditions and restrictions of the
separate Object Code Software  License  Agreement  executed between Licensee and
D2.

     C.  Contemporaneously  with the execution  and delivery of this  Agreement,
Licensee and D2 shall have entered into a separate Agreement.

     AGREEMENTS:

     NOW,  THEREFORE,  in  consideration of the mutual promises and covenants of
the parties hereinafter set forth and other valuable consideration,  the parties
hereby agree as follows:

1.  DEFINITIONS.  As used in this Agreement,  the following terms shall have the
following meanings.

     1.1 "D2" means D2 TECHNOLOGIES, INC., a California corporation.

     1.2 "D2  AGREEMENT"  means that certain  Software  Assignment,  License and
Maintenance  Agreement  dated  August 21,  1996,  between D2, as  licensor,  and
Licensor, as licensee.

     1.3 "DOCUMENTATION" means the written documentation which has been prepared
by Licensor,  which  describes the Licensed  Technology,  including the Bills of
Materials,   Assembly   Instructions   and  Documents,   and  certain   Software
documentation, which is described in Exhibit A to this Agreement.

     1.4  "LICENSED  TECHNOLOGY"  means  the  Documentation,  the  Manufacturing
Drawings, and the Software,  including both the Source Code and the Object Code,
and other related technology as defined in Section 1. and described on Exhibit A
to this Agreement.

     1.5 "MANUFACTURING  DRAWINGS" means the design and manufacturing  diagrams,
sub-assembly  specifications and other drawings that Licensor used in connection
with  its  manufacture  of  Products  for  Licensee  prior  to the  date of this
Agreement  and which are  reasonably  required  for  Licensee to be able,  using
reasonable skills  consistent with the capabilities of a competent  manufacturer
of surface mounted, electronic

                                      -1-

      Connected Systems and Vodavi Technology Proprietary and Confidential
<PAGE>
component  telecommunications  products, to manufacture,  support, or modify the
Products  from the current  release of the  "Oyster"  products as of the date of
this  Agreement.  Set forth on  Exhibit A hereto is a list of the  Manufacturing
Drawings  that  Licensor  shall  deliver  to  Licensee  under  this   Agreement.
Notwithstanding the foregoing or any other provision of this Agreement,  neither
any  provision  of  this  Agreement  nor  Licensor's  delivery  of any  Licensed
Technology is intended or shall be construed as a representation  or warranty by
Licensor  that  Licensee  will  be  able  to  manufacture  any of  the  Products
successfully  or  to  modify  any  Product  successfully.   Notwithstanding  the
foregoing,  Licensor  represents  that the  Licensed  Technology  is adequate to
enable manufacturing of the Products as they are currently manufactured.

     1.6 "OBJECT CODE" means the version of a computer  program that is not in a
programming language and is in a specific, machine-readable format only.

     1.7 "OEM AGREEMENT" means the OEM Purchase  Agreement dated April 11, 1997,
between Licensor and Enhanced  Systems,  Inc.  ("Enhanced"),  as amended by that
certain "Amendment to OEM Purchase Agreement" between Enhanced and Licensor, and
to which Licensee is a party as successor in interest to Enhanced Systems, Inc.

     1.8 "PRODUCTS" means the "Oyster"  products that Licensor  manufactured for
Licensee  under the OEM Agreement  prior to the effective date of this Agreement
and all modifications  and improvements to such "Oyster"  products  developed by
Licensor  prior  to  the  effective  date  of  this  Agreement,  and  all of the
derivative works of the "Oyster"  products  hereafter  developed by Licensee.  A
list of the Products as of the date of this  Agreement is set forth on Exhibit B
hereto.

     1.9 "SOFTWARE" means the computer  software programs that were incorporated
into the Products that Licensor  manufactured  for Licensee prior to the date of
this Agreement. Notwithstanding the foregoing, the Software does not include and
Licensor shall have no obligation to deliver to Licensee any generally available
third party software that it has incorporated in, or used in connection with its
manufacture of, any of the "Oyster" products.

     1.10  "SOURCE  CODE" means the version of a computer  program  that is in a
programming  language  that is  understandable  by humans and shall  include any
programmers  notes and similar  documentation  available  as of the date of this
agreement.

2. GRANT OF LICENSE

     2.1  NON-EXCLUSIVE  LICENSE.  Subject to the terms and  conditions  of this
Agreement,  Licensor hereby grants to Licensee a world-wide,  non-exclusive  and
perpetual  license (a) to use the Licensed  Technology  to  manufacture  or have
manufactured  and sell the Products  under the  Licensee's  brand names,  (b) to
reproduce the Software,  in Object Code format only, for  distribution  with the
Products,  and (c) to use the Licensed  Technology to develop  modifications and
improvements  of the Products.  Licensee  acknowledges  that the license granted
under this Section is a non-exclusive  license that does not convey ownership of
the Licensed  Technology to Licensee,  and that nothing in this Agreement limits
in any way Licensor's  right to grant to any other person or entity a license to
use the Licensed  Technology in  connection  with goods and services that may be
competitive with the Products and/or Licensee's business activities.

                                      -2-

      Connected Systems and Vodavi Technology Proprietary and Confidential
<PAGE>
     2.2 NO  SUBLICENSING.  Licensee  shall not have the right to sublicense the
use for any purpose of any or all of the  Licensed  Technology  to any person or
entity  that  designs,   manufactures  or  distributes   any  voicemail,   voice
processing,    computer   telephony   or   voice/data    networking    products.
Notwithstanding the foregoing, Licensee may contract with a third party for such
third party to manufacture  Products for delivery to and sale by Licensee,  even
if such third party does manufacture or distribute voice mail, voice processing,
computer telephony or voice/data networking products.

     2.3  LICENSOR  RIGHT TO  MANUFACTURE.  Licensor  shall  have  the  right to
manufacture  for its own account and the account of other  persons and entities,
and to contract for  manufacture  by others,  of  voicemail,  voice  processing,
voice/data  networking and similar  products that use,  incorporate or rely upon
any or all of the Licensed Technology.

3. SOFTWARE MODIFICATIONS.

     3.1 OWNERSHIP.  All  modifications to the Software,  whether made to effect
"bug" fixes or to effect  enhancements  or  improvements  to the  Software,  and
regardless of whether or not such modifications  constitute  derivative works of
the Software, and regardless of which party effects such modifications,  will be
the property of Licensor,  but will be deemed to be Software  subject to all the
license and other rights of Licensee under this Agreement. Licensor shall be the
exclusive  owner of all such  modifications  and of all patents,  copyrights and
other intellectual  property rights in or to such  modifications.  Automatically
and  simultaneously  with the  creation of any such  modifications  by Licensee,
Licensee  shall be deemed to have  assigned to Licensor all of its right,  title
and  ownership  interest  in and to  each  such  modification  and  all  patent,
copyright and other intellectual property rights related thereto.

     3.2 COMPATIBILITY. Any modifications to the Software made by Licensee shall
be subject to review and acceptance by Licensor in order to maintain  continuity
and  compatibility  of the  modified  Software  with the API  and/or  DSP  level
operating  system  software  of  the  Products.  Licensee  shall  not  make  any
modification  to the Software which Licensor  determines will interfere with the
continuity and  compatibility  of the modified  Software with the API and/or DSP
level operating system software of the hardware.  Licensor will not unreasonably
withhold  its  consent to or  acceptance  of any  modification  to the  Software
requested by Licensee.

4. DELIVERIES BY LICENSOR.  Simultaneously with the execution of this Agreement,
and upon  receipt of  payment  in full of the  initial  payment  installment  as
determined in Section 5.1 below,  Licensor  shall deliver to Licensee  copies of
the Licensed Technology.

5.  PAYMENTS.  In  consideration  of the grant of license under this  Agreement,
Licensee shall pay to Licensor the following amounts.

     5.1 UPON  EXECUTION.  Simultaneously  with the execution of this Agreement,
Licensee  shall pay to  Licensor  cash in the amount of Three  Hundred  Thousand
Dollars ($300,000.00);

     5.2  DELIVERY  OF  LICENSED  TECHNOLOGY.   Simultaneously  with  Licensor's
delivery of the Licensed  Technology  under Section 4, above,  and acceptance of
the Licensed Technology by Licensee,  Licensee shall pay to Licensor cash in the
amount of One Hundred  Thousand Dollars  ($100,000.00).  Licensee shall have one
week from the date of receipt of the  Licensed  Technology  in which to evaluate
and  accept,  or state why it does not accept,  the  Licensed  Technology.  Upon
receipt of formal  notification in writing to Licensor of failure of Licensee to
accept the Licensed Technology,  Licensor shall attempt to

                                      -3-

      Connected Systems and Vodavi Technology Proprietary and Confidential
<PAGE>
remedy the  deficiency  immediately.  If no  remedy,  or  reasonable  attempt to
remedy, is made within thirty (30) days after such notification,  this Agreement
will be terminated and Licensor will refund the $300,000.00  initial payment.and
the OEM  Agreement  rights and  obligations  of the parties shall remain in full
force and effect.

     5.3 PRODUCTION OF FIRST PRODUCT BY LICENSEE. Within five (5) days after the
date on which  Licensee  first  produces a Product  [UNDER THE RIGHTS GRANTED IN
THIS AGREEMENT],  but not later than three (3) months after acceptance  pursuant
to 5.2,  Licensee  shall  pay to  Licensor  cash in the  amount  of One  Hundred
Thousand Dollars ($100,000.00).

6. TRANSITION ASSISTANCE AND TRAINING. The parties acknowledge that (a) Licensee
is entering into this  Agreement  with the objective of  manufacturing  Products
both at its own facilities and at other facilities operated by parties with whom
Licensee has a working relationship,  and (b) for the immediate future, the most
effective and efficient method of ensuring an  uninterrupted  supply of Products
to  Licensee  is for  Licensor  to (x) assist  Licensee  in  developing  working
relationships  with the  companies  and  firms  which  have  provided  goods and
services to Licensor in connection with  Licensor's  manufacture and sale of the
Products, and (y) provide Licensee certain technical expertise and know-how that
Licensor  has  developed,  through its  employees,  in  manufacturing  Products.
Therefore,  from time to time during the three (3) -month  period  following the
effective date of this Agreement, upon request of Licensee:

     6.1 VENDORS. Upon execution, Licensor shall (a) provide Licensee the names,
addresses,  and  telephone  numbers  of such  vendors  and  suppliers  from whom
Licensor has purchased  goods or services in connection with the manufacture and
sale  of  Products,   and  (b)  assist  Licensee  in  conferring  directly  with
representatives  of such  vendors and  suppliers  who may be helpful in allowing
Licensee to establish a business relationship with those parties.

     6.2 SALE OF  MATERIALS  FOR  PRODUCTS.  Upon  request of  Licensee,  and if
available in Licensor's  then current excess  inventory,  Licensor shall sell to
Licensee  materials  and  components  for  Products at a price equal to the cost
thereof paid by Licensor plus fifteen percent (15.0%).

     6.3  CONSULTING  SERVICES.  Licensor  shall make its  employees  reasonably
available to consult with  Licensee in  connection  with the use of the Licensed
Technology  and the  manufacture  of the  Products.  Licensee  shall  compensate
Licensor for such services  according to the fees described in Exhibit C of this
Agreement.

7. TERMINATION OF OEM AGREEMENT. Except as specified in Section 5.2, the parties
hereby  terminate the OEM Agreement  effective as of the date of this Agreement.
Each of the parties, for itself and its officers, directors,  employees, agents,
successors, and assigns, hereby releases the other party, and each of such other
party's officers, directors, employees, agents, successors and assigns, from any
and all claims that it may have against the other party under the OEM  Agreement
or otherwise in connection  with any Products sold to Licensee  pursuant to that
Agreement, by reason of any act or omission,  whether known or unknown, prior to
the date of this  Agreement.  The  foregoing  releases  include  all  claims for
damages of all of the releasing parties,  whether known or unknown,  foreseen or
unforeseen,  anticipated or unanticipated,  and whether they are latent or arise
later as a result of the foregoing. Each of the parties hereto waives all rights
under ss.1542 of the California Civil Code, which reads as follows:

     "A GENERAL  RELEASE DOES NOT EXTEND TO CLAIMS  WHICH THE CREDITOR  DOES NOT
     KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF

                                      -4-

      Connected Systems and Vodavi Technology Proprietary and Confidential
<PAGE>
     EXECUTING  THE  RELEASE,  WHICH,  IF KNOWN  BY HIM,  MUST  HAVE  MATERIALLY
     AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

8. TERM AND TERMINATION.

     8.1 TERM. The term of this  Agreement  shall begin as of the effective date
of this Agreement and,  unless  terminated  sooner pursuant to the terms of this
Agreement, shall continue in perpetuity.

     8.2  TERMINATION.  If either  party  shall be in  material  default  of any
obligation of such party  hereunder and such default is not remedied  within the
applicable time period set forth below, then the  non-defaulting  party may give
written  notice of such default and of its election to terminate  this Agreement
under this Section 8, unless the defaulting party either (a) remedies,  or takes
reasonable  steps to remedy,  such  default  within  thirty  (30) days after the
delivery of such  notice of  termination,  or (b) if such  default is other than
with respect to the payment of money,  and can be remedied but cannot  easily be
remedied  within such 30-day period,  the default party  commences such remedial
action within such 30-day period, and continues  thereafter to diligently pursue
such remedy until the remedy is complete.  Unless the default is remedied within
the applicable  period set forth above, the  non-defaulting  party may terminate
this Agreement by a second written notice, specifying such termination, and this
Agreement  shall  terminate  simultaneously  with the  delivery  of such  second
notice.

     8.3  BANKRUPTCY.  If either party files or has filed  against it a petition
under the Federal Bankruptcy Code, is adjudged a bankrupt, or files or has filed
against it a petition for  reorganization  or arrangement under any law relating
to  bankruptcy,  insolvency,  moratorium,  or similar laws for the protection of
debtors,  whether  under the laws of the  United  States,  any of its  political
subdivisions or otherwise, such party shall:

          8.3.1 notify the other party thereof  within ten days after the filing
of such a petition or such adjudication;

          8.3.2 unless the  petition is earlier  dismissed,  within  ninety days
after the filing of such petition, shall assume this Agreement, and shall file a
petition with the appropriate court for approval of such assumption; and

          8.3.3  thereafter  shall  take all other  action as may be  reasonably
necessary to obtain the approval of such assumption.  If, within such ninety-day
period such party does not notify the other party of its assumption or rejection
of this Agreement and does not file the petition for approval of such assumption
or rejection, such party shall be deemed to have assumed this Agreement



     8.4 EFFECT OF  TERMINATION.  The  termination  of this  Agreement by either
party shall not  constitute or be deemed to constitute  the waiver or release by
such party of any right or claim such party may have  against the other party by
reason of actions or  omissions  occurring  on or before the  effective  date of
termination.

     8.5 SURVIVAL. The rights and obligations of each party under Sections 5, 7,
8, 9, 10, 11, and 13 hereof will survive the expiration of this Agreement.

9. CONFIDENTIAL INFORMATION.

                                      -5-

      Connected Systems and Vodavi Technology Proprietary and Confidential
<PAGE>
     9.1 CONFIDENTIAL  INFORMATION.  The term  "Confidential  Information" means
only  information  which  either is used by either  party in the  conduct of its
business  or  relates  to the  Licensed  Technology,  and  which  has  not  been
voluntarily  released  by the  party to the  general  public.  The  Confidential
Information  shall include,  but not be limited to, all information,  processes,
process parameters, methods, practices, fabrication techniques, technical plans,
algorithms,  computer programs,  software, and related  documentation,  customer
lists, price lists, supplier lists, marketing plans, financial information,  and
all  other  compilations  of  information  of  the  Company.   The  Confidential
Information  shall include all those documents,  writings and other  information
which are marked  "confidential"  or by some similar notation as the proprietary
and/or marked  exclusive  information of either party.  Licensee agrees that the
Licensed Technology,  including the Documentation,  Manufacturing  Drawings, and
Object Code and Source Code  versions of the  Software  constitute  Confidential
Information of Licensor,  whether or not  specifically  marked as so and whether
supplied prior to or following the execution of this Agreement.  Notwithstanding
the foregoing,  the term  "Confidential  Information"  does not include and this
obligation of non-disclosure shall not apply to any information which is:

          9.1.1  published or otherwise  made available to the public other than
by breach of this Agreement by the party receiving the information; or

          9.1.2  rightfully  received by the receiving  party from a third party
without  any  breach  by  such  third  party  or  the  receiving  party  of  any
confidential limitations or contractual obligations; or

          9.1.3 known to the party receiving the information  prior to the first
receipt of same from the disclosing  party provided that the receiving  party so
notifies the  disclosing  party thereof  within 30 days after its receipt of the
information; or

          9.1.4  hereinafter  disclosed by the disclosing party to a third party
without restriction on disclosure; or

          9.1.5 approved for public release by the disclosing  party in writing;
or

          9.1.6 independently developed by the receiving party; or

          9.1.7 made  public  through  disclosure  as  required  by law or legal
process; provided that, if either party claims that this paragraph applies, such
party shall not disclose any of the Confidential Information unless it has given
the other party  notice of such law or legal  process at least  thirty (30) days
prior to the scheduled date of disclosure of the  Confidential  Information  and
reasonable opportunity to oppose such disclosure.

     9.2 IDENTIFICATION OF CONFIDENTIAL INFORMATION. All additional Confidential
Information  not covered in Section 9.1 above and  disclosed by one party to the
other hereunder shall be clearly labeled as such. Confidential Information which
is disclosed orally or in any  non-tangible  form shall be summarized in writing
by the  disclosing  party.  The  written  summary  shall be  clearly  labeled as
Confidential  Information  and shall be delivered to the receiving  party within
thirty days of disclosure.

     9.3  OBLIGATIONS.  Each party  agrees to receive and hold all  Confidential
Information  of the other  party in  confidence  for a period of three (3) years
after receipt of such  information and shall exercise the same degree of care to
prevent the  disclosure of such  Confidential  Information as it does to protect
its own Confidential Information.  As a minimum protection,  the receiving party
shall limit  disclosure of  Confidential  Information to its employees  having a
need to know such information and shall not disclose the

                                      -6-

      Connected Systems and Vodavi Technology Proprietary and Confidential
<PAGE>
Confidential   Information  of  the  other  to  any  third  party,   individual,
corporation or other entity, without the prior written consent of the disclosing
party.

     9.4 RETURN OF CONFIDENTIAL  INFORMATION.  Within thirty (30) days following
termination  of this  Agreement  for  whatever  reason,  unless  termination  is
disputed and submitted to arbitration  per section 13.10 of this  Agreement,  at
the disclosing  party's  request,  the receiving party shall return the original
and all copies of Confidential  Information to the disclosing  party, or certify
in writing that all copies have been destroyed.

     9.5  INSPECTION.  Each party may,  as its own  expense,  examine  the other
party's  applicable records to verify that such party has satisfied such party's
obligations  under this  Section 9 relating to the  protection  of  Confidential
Information.  Each party agrees to make its records available to the other party
as requested upon one month prior written notice.  No such examination  shall be
made more than once during any twelve-month  period.  The audited party shall be
entitled  to  require  execution  of  non-disclosure  agreements  by any  person
designated to perform such an examination.

10. RIGHTS ON INSOLVENCY.  The parties  expressly  acknowledge that the Licensed
Technology and Licensee's rights under this Agreement  constitute  "intellectual
property" within the meaning of Section 101 of the Bankruptcy Code, and that, in
the event Licensor  becomes the subject of a bankruptcy case, it is the parties'
intention  and  understanding  that  Licensee  would  thereafter  continue to be
entitled  to exercise  its rights  under this  Agreement  as provided by Section
365(n) of the Bankruptcy Code.  Accordingly,  during the term of this Agreement,
Licensor will promptly deliver all embodiments of the Hardware Documentation and
Software Documentation to Licensee as soon as they are available to Licensor.

                                      -7-

      Connected Systems and Vodavi Technology Proprietary and Confidential
<PAGE>
11. Intellectual Property Infringement Indemnity.

     11.1 Indemnification by Licensor. Licensor warrants and agrees as follows:

          11.1.1  The  Licensed   Technology   will  not  infringe  any  patent,
copyright, trade secret or other intellectual property right of any third party.

          11.1.2  Licensor  may grant  Licensee  the rights and  licenses  to be
granted to Licensee  hereunder  without breach of any contractual  obligation of
Licensor,  and,  to the  best  of its  knowledge,  without  infringement  of any
intellectual property rights of any third party.

          11.1.3  Notwithstanding the foregoing provisions of this Section 11 or
any other provision of this Agreement to the contrary, Licensor is not providing
to Licensee any representation or warranty to Licensee whatsoever,  and Licensor
shall not be liable to Licensee  for any claims,  costs,  damages,  or expenses,
arising from or relating to any modifications to the Licensed Technology made by
Licensee after the effective date of this Agreement.

     11.2  Indemnity by Licensor.  Licensor  will  indemnify,  defend,  and hold
Licensee and its  successors  and assigns free and harmless from and against all
claims  alleging such  infringement  or breach and all damages,  loss,  cost and
expense (including attorneys' fees) incurred by Licensee in connection with such
claims,  provided that (a) Licensee  provides  Licensor  written  notice of such
claim within  fourteen (14) days  following the first date as of which  Licensee
first  discovers  the  existence  of the  claim,  and  (b)  Licensee  cooperates
reasonably with Licensor in the defense against the claim.  Licensor may satisfy
its indemnity  obligation under this Section 11.2 with respect to any particular
claim by procuring for Licensee from the party asserting  infringement a license
that entitles  Licensee to use the allegedly  infringing  item, on terms no less
favorable to Licensee than the terms of this Agreement;  provided that obtaining
such a license will not relieve Licensor of its obligation to indemnify Licensee
for any  indemnification  damages,  loss,  cost or expense  incurred by Licensee
prior to the time such license is secured.

     11.3 Limitation. Other than the express warranties provided in this Section
11 and in Section 12, below, Licensor:

     DISCLAIMS  ALL  IMPLIED  WARRANTIES,  INCLUDING  BUT NOT LIMITED TO IMPLIED
     WARRANTIES OF MERCHANTABILITY  AND FITNESS FOR A PARTICULAR PURPOSE, ON THE
     CONFIDENTIAL   INFORMATION   OR  THE   INTELLECTUAL   PROPERTY  USE  RIGHTS
     TRANSFERRED HEREUNDER; and

     IN NO EVENT  SHALL  EITHER  PARTY BE  LIABLE  FOR ANY  LOSS OF  PROFITS  OR
     BUSINESS, LOSS OF USE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES (EXCEPT
     FOR BREACH OF THE INTELLECTUAL  PROPERTY  INFRINGEMENT  WARRANTIES GIVEN IN
     SECTION  11 OF  THIS  AGREEMENT),  EVEN IF THE  PARTY  WAS  ADVISED  OF THE
     POSSIBILITY OF SUCH DAMAGES.

12. YEAR 2000 COMPLIANCE.

     12.1. YEAR 2000 WARRANTY.  Licensor warrants to Licensee that the Software,
as it exists as of the effective  date of this  Agreement and used in connection
with other software,  components and products that are Y2K Compliant (as defined
below), the Software is and will be Y2K Compliant.  For purposes of this Section
12, the term "Y2K Compliant"  means that the particular  software,  component or
other product

                                      -8-

      Connected Systems and Vodavi Technology Proprietary and Confidential
<PAGE>
will not fail to  operate in  conformity  with its  specifications  on and after
December 31, 1999, solely by reason of the date changing to a date subsequent to
December 31, 1999. The  representation  provided in this Section 12 relates only
to the  Software  and does not  constitute  a  representation  or warranty as to
whether or not (a) the Software will operate,  on or after December 31, 1999, in
conformity  with its  specifications  if it is used in connection with any other
software,  component  or product that is not Y2K  Compliant,  or (b) any system,
component or other product in connection with which the Software is used will be
Y2K Compliant.  Licensee  acknowledges  and agrees that, as between Licensor and
Licensee,  Licensee is solely responsible for determining  whether or not any of
such  other  software,  component,  product  or  system  is Y2K  Compliant.  The
foregoing representation is made exclusively for the benefit of Licensee and its
successors and assigns.  Licensor  specifically  disclaims any representation or
warranty to any party  other than  Licensee  with  respect to the  Software  and
whether or not the Software is or will beY2K Compliant.

     THE FOREGOING  WARRANTY  CONSTITUTES  LICENSOR'S SOLE WARRANTY WITH RESPECT
     WHETHER OR NOT THE SOFTWARE IS Y2K  COMPLIANT,  AND  LICENSOR  SPECIFICALLY
     DISCLAIMS ALL OTHER WARRANTIES,  WHETHER EXPRESSED OR IMPLIED, WITH RESPECT
     TO WHETHER OR NOT THE SOFTWARE IS Y2K COMPLIANT.

     12.2 YEAR 2000  INDEMNIFICATION.  Subject to the  limitations  set forth in
this Section,  Licensor will indemnify,  defend and hold harmless Licensee,  and
its  successors  and  assigns,  against any and all  damages,  costs,  expenses,
liabilities  and  obligations  arising from the breach or inaccuracy of the year
2000 warranty set forth in Section 12.1, above.

     IN NO EVENT SHALL  LICENSOR BE LIABLE FOR ANY LOSS OF PROFITS OR  BUSINESS,
     LOSS OF USE,  LOSS OF DATA OR  INFORMATION,  LOSS OF  QUIET  ENJOYMENT,  OR
     INCIDENTAL,  CONSEQUENTIAL  OR SPECIAL DAMAGES AS A RESULT OF THE BREACH OR
     INACCURACY OF THE Y2K WARRANTY SET FORTH IN SECTION 12.1, ABOVE.

13. GENERAL TERMS.

     13.1 TRADEMARKS. Nothing in this Agreement shall be construed to confer any
license,  right to use, or other right with  respect to any  trademark  or trade
name of either party.

     13.2 NO IMPLIED LICENSE.  No license is granted by this Agreement by either
party to the other,  either directly or by  implication,  estoppel or otherwise,
except as expressly provided in this Agreement.

     13.3 EXPORT  REGULATIONS.  If the Hardware or the Software is exported from
the United States or  re-exported  from a foreign  destination  by either party,
such party  shall  insure  that the  distribution  and  re-export  thereof is in
compliance with all laws, regulations, orders, or other restrictions of the U.S.
Export Administration regulations.

     13.4  SEVERABILITY.  If any  provision of this  Agreement is for any reason
found  to  be  ineffective,  unenforceable,  or  illegal  by  any  court  having
jurisdiction,  such condition shall not affect the validity or enforceability of
any of the remaining portions hereof, unless it deprives any party hereto of any
material right or license held by such party under this  Agreement.  The parties
shall negotiate in good faith to replace any such ineffective,  unenforceable or
illegal  provisions as soon as is  practicable,  and the  substituted  provision
shall,  as closely as possible,  have the same economic effect as the eliminated
provision.

                                      -9-

      Connected Systems and Vodavi Technology Proprietary and Confidential
<PAGE>
     13.5  INDEPENDENT  CONTRACTORS.  Performance  by  the  parties  under  this
Agreement shall be as independent contractors.  Nothing contained herein or done
in pursuance of this Agreement  shall  constitute  the parties'  entering upon a
joint venture or partnership, or shall constitute either party the agent for the
other  party for any  purpose  or in any  sense  whatsoever,  or to  create  any
fiduciary or any other extra obligations.

     13.6 NOTICES.  All notices permitted or required by this Agreement shall be
in writing  and shall be deemed to have been  delivered  and  received  (a) when
personally  delivered,  (b) on the third  (3rd)  business  day after the date on
which deposited in the United States Mail, certified or registered mail, postage
prepaid,  (c) on the date on which  transmitted by facsimile  (provided that the
sender's  facsimile machine generates a written receipt  confirming a successful
transmission), or (d) on the next business day after the date on which deposited
with a regulated public carrier (e.g, Federal Express) for the fastest available
overnight delivery,  addressed to the party for whom intended at the address set
forth on the signature page of this Agreement or such other address or facsimile
number, notice of which is delivered in a manner permitted by this Section 13.6.

     13.7  ASSIGNMENT.  This Agreement is not assignable by either party without
the other party's  written  consent,  provided that either party may assign this
Agreement  to: (a) a subsidiary  or entity  controlling,  controlled by or under
common  control with such party or to any entity  providing the assigning  party
agrees to remain liable for its obligations under this Agreement; or (b) a third
party who  acquires the  assigning  party by a merger or  acquisition  of eighty
percent (80%) or more of the assigning  party's  outstanding  stock; or (c) by a
third party who acquires all or substantially all of the assets of the assigning
party;  provided the assignee agrees to assume the assigning party's obligations
under this  Agreement.  Any attempted  assignment in violation of this provision
shall be void.  The  provisions  hereof  will be  binding  upon and inure to the
benefit of the parties, their successors and permitted assigns.

     13.8 NO CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR
ANY LOSS OF PROFITS,  LOSS OF USE, INCIDENTAL,  CONSEQUENTIAL OR SPECIAL DAMAGES
FOR ANY BREACH OF A PARTY'S OBLIGATIONS UNDER THIS AGREEMENT.

     13.9  GOVERNING  LAW,  JURISDICTION  AND  VENUE.  This  Agreement  shall be
governed by and subject to and  construed  according to the internal laws of the
State of  California.  Each party  hereby  consents to the  jurisdiction  of the
courts of the  defendant  for any action  construing or enforcing the rights and
duties  created  hereunder.  The parties agree that the exclusive  venue for all
disputes  arising under or in connection  with this Agreement shall be the court
of general jurisdiction in or for the County in which the defendant's  principal
executive offices are located, and further hereby waive any right to object that
such venue is inconvenient or otherwise inappropriate.

     13.10  ARBITRATION.  Except  for  any  action  requiring  the  exercise  of
equitable  powers,  all disputes  which arise under this  Agreement  and are not
resolved  within  thirty  (30) days  following  the date on which  either  party
delivers to the other a written notice  invoking the  arbitration  provisions of
this  Section  13.10 shall be resolved  by binding  arbitration  before a single
arbitrator in Las Vegas, Nevada , under the rules then obtaining of the American
Arbitration  Association.  The  arbitrator  shall  be an  attorney  licensed  to
practice in California and shall have substantive  experience in and familiarity
with the law, custom,  and practice  governing the development,  marketing,  and
licensing of hardware and  software.  The  decision of the  arbitrator  shall be
final and binding on the parties, and judgment thereon may be entered in a court
of competent  jurisdiction.  This agreement to arbitrate  shall be  specifically
enforceable.

     13.11  INCORPORATION  OF  EXHIBITS.  All  Exhibits  referenced  herein  are
incorporated  into  and  become  an  integral  part  of this  Agreement  by this
reference.

                                      -10-

      Connected Systems and Vodavi Technology Proprietary and Confidential
<PAGE>
     13.12  ENTIRE  AGREEMENT;  AMENDMENTS.  This  Agreement  (a) sets forth the
entire  understanding of the parties  concerning the subject matter hereof,  and
supersedes all prior and contemporaneous  agreements and understandings relating
to the  subject  matter  hereof,  whether  oral or  written,  and (b) may not be
modified or amended, except by a written instrument executed after the effective
date of this  Agreement  by the party  sought to be charged by the  amendment or
modification.

     13.13 COUNTERPARTS.  This Agreement is executed in the English language and
may be executed in counterparts,  each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.

     13.14 INTERPRETATION.  Each party to this Agreement has been represented by
independent  legal counsel.  Therefore,  the normal rule of construction that an
agreement shall be interpreted  against the drafting party shall not apply.  All
pronouns and any variation  thereof  shall be deemed to refer to the  masculine,
feminine,  or neuter and to the singular or plural as the identity of the person
or persons may require for property interpretation of this Agreement.

     13.15   ATTORNEY'S   FEES.  In  any  action  between  the  parties  seeking
enforcement of any of the terms and provisions of this Agreement, the prevailing
party in such action  shall be awarded,  in addition to damages,  injunctive  or
other relief,  its reasonable costs and expenses,  not limited to taxable costs,
and a reasonable attorneys' fee.

     13.16 COPYRIGHT NOTICES. Licensee shall place such copyright notices on the
Hardware and the Software and in such typical and  reasonable  places thereon as
Licensor may request from time to time to evidence or maintain its  intellectual
property  rights.  Licensor may inspect,  in accordance  with the  provisions of
Section 9.5 hereof,  Licensee's  applicable  records to verify that Licensee has
complied with its obligations under this Section 13.16.

     13.17 EFFECTIVE DATE. The effective date of this Agreement shall be May 17,
1999.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their duly authorized officers.


SANTA BARBARA CONNECTED SYSTEMS            VODAVI TECHNOLOGY, INC.,
CORPORATION, a California corporation      a Delaware corporation


By  /s/ Dwight Buck                        By  /s/ Gregory K. Roeper
    ----------------------------------         ---------------------------------
    Dwight Buck, President                     Name & Title: President


Date May 17, 1999                          Date May 24, 1999

Address and Facsimile No. for Notices:     Address and Facsimile No.for Notices:

126 W. Figueroa Street                     8300 E. Raintree Dr.
Santa Barbara, California 93101            Scottsdale, AZ  85260

Facsimile No.: (805) 962-5066              Facsimile No.: (480) 483-0144

                                      -11-

      Connected Systems and Vodavi Technology Proprietary and Confidential