EQUIPMENT SCHEDULE

                           MATRIX FUNDING CORPORATION
                        6925 Union Park Center, Suite 250
                               Midvale, Utah 84047


LEASE NO. R0551

EQUIPMENT SCHEDULE NO. 2

SCHEDULE DATE: October 7, 1996

To Master Lease Agreement dated May 13, 1996 between MATRIX FUNDING CORPORATION,
as Lessor and VODAVI  COMMUNICATIONS  SYSTEMS,  INC., as Lessee.  This Equipment
Schedule  incorporates by reference the terms and conditions of the Master Lease
and constitutes a separate lease between Lessor and Lessee.

1.       Equipment: Computer equipment to be more fully described on an attached
         Schedule A,  together with all other  equipment and property  hereafter
         purchased  by  Matrix  Funding  Corporation  pursuant  to  that  Master
         Progress Funding  Agreement dated May 13, 1996,  between Matrix Funding
         Corporation and Vodavi Communications  Systems, Inc. (including without
         limitation,  all  authorizations  signed in connection with said Master
         Progress Funding  Agreement),  and any and all additions,  enhancements
         and replacements thereto.

         The equipment and property subject to this Equipment  Schedule shall be
         more fully and completely described in an Acceptance  Certificate which
         shall  later be executed by Lessee in  connection  with this  Equipment
         Schedule.  Upon Lessee's  execution  thereof,  this Equipment  Schedule
         shall be  automatically  amended to include  herein as property  leased
         hereunder  all  equipment  and property  described  in said  Acceptance
         Certificate.

2.       Equipment Location:  8300 E. Raintree Drive, Scottsdale, AZ  85260

3.       Acceptance Date:  As specified in the Acceptance Certificate

4.       Initial Period:  24 months from Commencement Date

5.       Monthly Rental:  $18,158.76 (plus applicable sales tax)

6.       Deposit:  $3,340.49 applied to the last Monthly Rental (plus applicable
         sales tax)

7.       Total Cost not to Exceed:  $400,000.00

8.       Floating  Lease Rate  Factor:  The Lease Rate Factor of .0453969  shall
         increase   .0003990  for  every  five  (05)  basis  point  increase  in
         thirty-six (36) month U.S. Treasury Notes, until all items of equipment
         have  installed,  at which point the Acceptance Date of the lease shall
         have occurred.  The thirty-six (36) month U.S. Treasury Note yield used
         as the basis for the  derivation  of the Lease  Rate  Factor  contained
         herein is 5.05%.
<PAGE>
9.       For this  Equipment  Schedule  No. 1, the  fourth  and  fifth  lines of
         Section  19(k) of the Master  Lease will be  amended  by  deleting  the
         phrase "a mutually  agreeable  price" and substituting in place thereof
         "$1.00".

10.      Representation  of Lessee:  Lessor and Lessee agree that this Equipment
         Schedule   constitutes  a  "finance   lease"  under  the  Utah  Uniform
         Commercial Code - Leases, in that (a) Lessee has selected the Equipment
         in its sole  discretion,  (b) Lessor has acquired the Equipment  solely
         for purposes of leasing such Equipment  under this Equipment  Schedule,
         or (c) Lessee has received a copy of the contract  evidencing  Lessor's
         purchase of the Equipment.


LESSOR:                                     LESSEE:

MATRIX FUNDING CORPORATION                  VODAVI COMMUNICATIONS SYSTEMS,
                                            INC.

BY: _________________________________       BY: ________________________________

TITLE: ______________________________       TITLE: _____________________________
<PAGE>
                             ACCEPTANCE CERTIFICATE

                                       TO

                            EQUIPMENT SCHEDULE NO. 2
                                       TO
Master  Lease  Agreement  No. RO551 dated May 13, 1996,  (the  "Lease")  between
MATRIX FUNDING CORPORATION,  (the "Lessor"),  and VODAVI COMMUNICATIONS SYSTEMS,
INC., (the "Lessee").


1.       Condition of the Equipment:

         The Lessee certifies that all items of Equipment described in Paragraph
         4 have been delivered to the location indicated in Paragraph 2, and are
         hereby accepted as items of Equipment under the Lease,  all on the date
         indicated in Paragraph 3.

2.       Location of Equipment:  8300 E. Raintree Drive, Scottsdale, AZ  85260

3.       Acceptance Date:  _________________________________________

4.       Description  of  Equipment:  Computer  as more  fully  described  on an
         attached Schedule A.



LESSEE:

VODAVI COMMUNICATIONS SYSTEMS, INC.

BY: _____________________________________

TITLE: __________________________________
<PAGE>
                                   SCHEDULE A



Equipment as more fully described on an attached Schedule, which by reference to
becomes a part hereof,  together with all other equipment and property hereafter
purchased by Matrix Funding Corporation pursuant to that Master Progress Funding
Agreement  dated May 13, 1996,  between  Matrix Funding  Corporation  and Vodavi
Communications  Systems, Inc. (including without limitation,  all authorizations
signed in connection with said Master Progress Funding  Agreement),  and any and
all additions, enhancements and replacements thereto and all proceeds thereform.