FIRST AMENDMENT TO
                       STOCK PLEDGE AND SECURITY AGREEMENT

             THIS FIRST  AMENDMENT TO STOCK PLEDGE AND SECURITY  AGREEMENT (this
"Amendment")  is made as of the 11th day of June,  1997,  by and between  VODAVI
TECHNOLOGY, INC., a Delaware corporation formerly known as V Technology Holdings
Corp. (the  "Pledgor"),  and GENERAL ELECTRIC  CAPITAL  CORPORATION,  a New York
corporation (the "Lender").

                               Statement of Facts
                               ------------------

             WHEREAS,   Vodavi   Communications   Systems,   Inc.,   an  Arizona
corporation  formerly known as V Technology  Acquisition Corp. (the "Borrower"),
and the  Lender  are  parties  to  that  certain  Amended  and  Restated  Credit
Agreement,  dated as of April 11, 1994, as amended and restated  effective as of
June 11, 1997 (as the same may be amended,  restated,  supplemented or otherwise
modified  from time to time,  the  "Credit  Agreement";  capitalized  terms used
herein and not otherwise defined herein are used as therein  defined),  pursuant
to which the  Lender  has  committed  to make a certain  Revolving  Credit  Loan
available to the Borrower; and

             WHEREAS,  it is  condition  under  the  Credit  Agreement  that the
Pledgor  pledge and grant a security  interest in and to all of the  outstanding
shares  of  capital  stock  of  Arizona  Repair   Services,   Inc.,  an  Arizona
corporation,  and Enhanced Systems, Inc., an Arizona corporation  (collectively,
the "Additional Pledged Subsidiaries"); and

             WHEREAS,  in order to satisfy the above referenced  condition,  the
Pledgor and the Lender  desire to modify in certain  respects that certain Stock
Pledge and Security  Agreement,  dated as of April 11, 1994, between the Pledgor
and the Lender (the "Pledge  Agreement"),  all in accordance with and subject to
the terms and conditions set forth herein.

             NOW, THEREFORE, in consideration of the premises, the covenants and
agreements  contained  herein,  and other good and valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  the Pledgor and the
Lender do hereby agree as follows:

                               Statement of Terms
                               ------------------

             1.  Amendment  to  Pledge  Agreement.  Subject  to  the  terms  and
conditions of this Amendment,  the Pledge Agreement is hereby amended to provide
for the pledge by the Pledgor to the Lender of all of the  outstanding  stock of
the Additional Pledged Subsidiaries, as follows:
<PAGE>
             (a) As used herein, the term "Additional  Pledged Stock" shall mean
100% of the shares of the  outstanding  stock of each of the Additional  Pledged
Subsidiaries,  which stock is described on Schedule 1 attached  hereto and which
includes all stock of each of the Additional  Pledged  Subsidiaries of any class
that the Pledgor may now or hereafter own, control or hold.

             (b) The Pledgor represents and warrants that on the date hereof (a)
the Additional Pledged Stock consists of the stock of the each of the Additional
Pledged Subsidiaries as described in Schedule 1 attached hereto, (b) the Pledgor
is the holder of record and sole  beneficial  owner of such  Additional  Pledged
Stock,  (c) the  Additional  Pledged  Stock  constitutes  100% of the issued and
outstanding stock of each of the Additional Pledged  Subsidiaries,  and (d) each
of the  Additional  Pledged  Subsidiaries  has (i) only one class of authorized,
issued  or  outstanding  common  stock  and (ii)  only one  class of  authorized
preferred stock, none of which has been issued or is outstanding.

             (c) To further secure the Secured  Obligations and for the purposes
set forth in Section 1 of the Pledge  Agreement,  the Pledgor  hereby pledges to
the Lender the Additional Pledged Stock, together with (i) subject to the rights
of the Pledgor  set forth in Section 5 of the Pledge  Agreement,  all  dividends
(whether  in  cash,  stock,  warrants,  options,  or  other  securities),  cash,
instruments  or  other  property  from  time to  time  received,  receivable  or
otherwise  distributed  in  respect  of or in  exchange  for  any  or all of the
Additional  Pledged  Stock,  and  (ii) all cash  and  non-cash  proceeds  of the
foregoing;  and hereby  assigns,  transfers,  hypothecates  and sets over to the
Lender all of the Pledgor's  right,  title and interest in and to the Additional
Pledged Stock (and in and to the  certificates  or  instruments  evidencing  the
items  described in clauses (i), and (ii) above) to be held by the Lender,  upon
the terms and conditions set forth in the Pledge  Agreement.  The Pledgor agrees
to deliver to the Lender on the date hereof the  certificates  representing  the
Additional  Pledged Stock  accompanied  by undated stock powers duly executed in
blank by the Pledgor and all certificates  and instruments  evidencing the items
described  in clauses (i) and (ii) above  promptly  upon the  Pledgor's  receipt
thereof.

             (d) The Pledged  Stock and all items  described in  subsection  (c)
above are  hereinafter  called  the  "Additional  Pledged  Securities,"  and the
Additional  Pledged  Securities,  together with all other  securities and moneys
received and at the time held by the Lender  hereunder  and any cash or non-cash
proceeds  of  any of the  foregoing,  are  hereinafter  called  the  "Additional
Collateral."  For all  purposes  of the  Pledge  Agreement,  the  term  "Pledged
Securities"  shall mean and  include  the  Pledged  Securities  of the  Borrower
initially pledged thereunder and the Additional Pledged Securities, and the term
"Collateral" shall mean and include the Collateral  initially pledged thereunder
and the Additional Collateral.

             2. Subordination.  As an independent  covenant,  the Pledgor hereby
expressly covenants and agrees for the benefit of the Lender that all present or
future  indebtedness,  obligations  and liabilities of any other Credit Party to
the Pledgor of whatsoever description (collectively,  the "Junior Claims") shall
be subordinate and junior in right of payment to all Obligations, effective upon
the occurrence and during the continuance of an Event of Default. If an Event of
Default  shall occur,  then,  unless and until such Event of Default  shall have
been cured or shall have  ceased to exist,  no direct or  indirect  payment  (in
                                       -2-
<PAGE>
cash, property,  securities, by set-off or otherwise) shall be made by any other
Credit  Party to the  Pledgor  on  account of or in any manner in respect of any
Junior Claim except such payments and  distributions the proceeds of which shall
be applied to the  Obligations.  In the event of a  Proceeding  (as  hereinafter
defined),  all  Obligations  shall  first be paid in full  before  any direct or
indirect payment or distribution (in cash, property,  securities,  by set-off or
otherwise)  shall be made to the  Pledgor  on  account  of or in any  manner  in
respect of any Junior Claim except such payments and  distributions the proceeds
of which shall be applied to the  Obligations.  For the purposes of the previous
sentence,  a  "Proceeding"  shall  occur  if any  Credit  Party  shall  make  an
assignment  for the benefit of creditors,  file a petition in  bankruptcy,  have
entered  against or in favor of it an order for relief under the Bankruptcy Code
or similar  law of any other  jurisdiction,  generally  fail to pay its debts as
they come due (either as to number or amount), admit in writing its inability to
pay its debts  generally as they  mature,  make a voluntary  assignment  for the
benefit  of  creditors,  commence  any  proceeding  relating  to  it  under  any
reorganization,  arrangement,  readjustment of debt,  dissolution or liquidation
law or statute of any  jurisdiction,  whether now or hereafter in effect,  or by
any act,  indicate  its consent  to,  approval  of or  acquiescence  in any such
proceeding or in the appointment of any receiver of, or trustee or custodian (as
defined in the  Bankruptcy  Code) for  itself,  or any  substantial  part of its
property,  or a trustee or a receiver shall be appointed for any Credit Party or
for a substantial  part of the property of any Credit Party, or a petition under
any bankruptcy,  reorganization,  arrangement, readjustment of debt, dissolution
or liquidation law or statute or any  jurisdiction  (whether now or hereafter in
effect)  shall be filed  against  any Credit  Party.  In the event any direct or
indirect payment or distribution is made to the Pledgor in contravention of this
Section,  such payment or distribution shall be deemed received in trust for the
benefit  of the  Lender  and shall be  immediately  paid over to the  Lender for
application  against  the  Obligations.  The  Pledgor  agrees  to  execute  such
additional  documents  as the Lender may  reasonably  request  to  evidence  the
subordination provided for in this Section.

             3. No Other  Amendments.  Except for the  amendments  expressly set
forth and referred to above,  the Pledge Agreement shall remain unchanged and in
full  force and  effect.  Nothing in this  Amendment  is  intended,  or shall be
construed,  to constitute a novation or an accord and satisfaction of any of the
Pledgor's  obligations  under or in connection with the Pledge  Agreement or any
other Loan Document or to modify,  affect or impair the perfection or continuity
of the Lender's security  interests in, security titles to or other liens on any
Collateral for the Obligations.

             4.  Representations and Warranties.  To induce Lender to enter into
this  Amendment,  the Pledgor  does hereby  warrant,  represent  and covenant to
Lender that: (a) each representation or warranty of the Pledgor set forth in the
Pledge  Agreement,  as  amended  by  this  Amendment,  is  hereby  restated  and
reaffirmed  as true and correct in all  material  respects on and as of the date
hereof (except to the extent that any such  representation or warranty expressly
relates to a prior specific date or period),  and no Default or Event of Default
has  occurred  and is  continuing  as of this date as  defined  under the Credit
Agreement;  and (b) the  Pledgor has the power and is duly  authorized  to enter
into, deliver and perform this Amendment, and this Amendment is the legal, valid
and binding obligation of the Pledgor  enforceable against it in accordance with
its terms  except to the extent  that such  enforceability  may be  effected  by
bankruptcy, insolvency, reorganization, moratorium or other similar laws 
                                      -3-
<PAGE>
affecting the rights and remedies of creditors generally, and general principles
of equity.

             5.  Covenants.  The  Pledgor  shall  deliver  to  the  Lender  upon
execution of this Amendment,  the share certificates  representing the shares of
issued  and  outstanding  capital  stock  of  each  of  the  Additional  Pledged
Subsidiaries  pledged  hereunder,  together with an  irrevocable  stock transfer
power covering such shares.

             6.  Counterparts.  This  Amendment  may  be  executed  in  multiple
counterparts,  each of which shall be deemed to be an original  and all of which
when taken together shall constitute one and the same instrument.

             7.  Governing  Law.  THIS  AMENDMENT  SHALL  BE  GOVERNED  BY,  AND
CONSTRUED  IN  ACCORDANCE  WITH,  THE  INTERNAL  LAWS OF THE  STATE  OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE.

             8. Binding  Effect.  This Amendment shall be binding upon and shall
inure to the benefit of the parties hereto and their  respective  successors and
assigns.

             IN WITNESS  WHEREOF,  the parties hereto have caused this Amendment
to be duly  executed  and  delivered  as of the day and  year  specified  at the
beginning hereof.

                                        VODAVI TECHNOLOGY, INC.


                                         By: /s/ Greg Roeper
                                            ------------------------------------
                                         Title: CFO & V.P.
                                               ---------------------------------



                                         GENERAL ELECTRIC CAPITAL
                                         CORPORATION



                                         By: /s/ Timothy Morris
                                            ------------------------------------
                                         Title: Duly Authorized Signatory
                                               ---------------------------------
                                       -4-
<PAGE>
                                   SCHEDULE 1

                                  Pledged Stock
                                  -------------

                                            Number and Percentage
                                
Name of Corporation                 Class of Shares        Shares of Such Class
-------------------                 ---------------        -------------------- 



Arizona Repair Services, Inc.       5000 Common            100%

Enhanced Systems, Inc.              5000 Common            100%