OBJECT CODE SOFTWARE LICENSE AGREEMENT

This  Agreement is entered into by D2  Technologies,  Inc. a corporation  of the
State of  California  with a place of business at 104 West  Anapamu  St.,  Santa
Barbara,  CA 93101  (hereinafter  called  "D2") and  Vodavi  Technology,  Inc. a
Deleware corporation with a principal place of business at 8300 E. Raintree Dr.,
Scottsdale, AZ 85260 (hereinafter called "LICENSEE"). The effective date of this
Agreement shall be the later of the dates executed by the respective parties.

RECITALS.

     WHEREAS,  D2 has the right to grant the  rights to use and  distribute  the
     Licensed Software specified in Exhibit A; and

     WHEREAS,  LICENSEE  desires to obtain such rights to use and distribute the
     Licensed Software described hereinafter; and

     WHEREAS, D2 desires to provide LICENSEE with such rights upon the terms and
     conditions set forth in this Agreement; and

     WHEREAS,  Connected Systems,  Inc. a corporation of the State of California
     having a place of business at 126 W. Figueroa St., Santa Barbara,  CA 93101
     (herinafter  CONNECTED) and LICENSEE have entered into a License  Agreement
     effective  the  date  hereof,  WHEREAS  CONNECTED  and  D2  are  affiliated
     entities; WHEREAS LICENSEE requires the use of D2 technology to fulfill its
     Agreement with CONNECTED;

     NOW,  THEREFORE,  in  consideration  of  the  foregoing  recitals  and  the
     covenants and conditions set forth in this Agreement,  the parties agree as
     follows.

1.0 DEFINITIONS

     1.1  "LICENSEE"  shall mean the legal entity  identified as the LICENSEE on
the face page of this Agreement.

     1.2 "Licensed  Software"  shall mean D2's software  products  identified in
Exhibit A  including  all  manuals  and other  related  technical  documentation
provided by D2, and including all updates thereto delivered to LICENSEE by D2.

     1.3 "Object Code" means the Licensed Software in machine-readable, compiled
object code form.

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     1.4 "Binary Code" means the binary executable form of the Licensed Software
which may be linked with other  LICENSEE-provided  software  and embedded in the
Bundled Product.

     1.5  "Bundled  Product(s)"  means one or more of the  products  or  product
groups  described  in Exhibit B, which has been or will be developed by LICENSEE
and which incorporates in the Bundled Product, in any manner, any portion of the
Binary Code. A Bundled Product  represents  sufficient value  enhancement to the
Licensed  Software  such that the  primary  reason for  LICENSEE's  customer  to
license such Bundled Product is other than the right to receive a license to the
Licensed Software included in the Bundled Product.

2.0 GRANT OF RIGHTS

     2.1 LICENSE.  Subject to the terms and  conditions  of this  Agreement:  D2
grants a  nontransferable,  fully paid up,  perpetual,  nonexclusive  license to
execute the Binary Code of the  Licensed  Software  only in a  configuration  in
which the Licensed Software is embedded within LICENSEE's Bundled Product.

LICENSEE may transfer  the Binary Code of the  Licensed  Software to  LICENSEE'S
customers,  embedded in LICENSEE's  Bundled  Product,  provided that the Bundled
Product (including the embedded software) is transferred pursuant to an End-User
License which shall contain at a minimum all of the following provisions:

1.   The  Licensed  Software is licensed,  not sold.  Title does not pass to the
     LICENSEE  customer.  The LICENSEE  customer will not make any copies of the
     Licensed Software except as required for backup and archival purposes.

2.   Each  license   granted  to  LICENSEE   customer   shall  be  a  perpetual,
     nonexclusive and nontransferable  license to use the Binary Code version of
     the Licensed Software.

3.   A Protection of Confidential Software clause similar to the clause provided
     in this Agreement.

4.   A limitation of liability as set forth in this Agreement.

5.   An export control notice similar to the clause in this Agreement.


2.2  RESERVATIONS.  D2 reserves all rights and licenses not expressly granted to
LICENSEE.

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3.0 ADDITIONAL OBLIGATIONS

     3.1  Delivery.  D2 will  ship to  LICENSEE  one  (1)  copy of the  Licensed
Software upon execution of this Agreement and the CONNECTED  License  Agreement.
LICENSEE shall have no runtime License fee obligation to D2.

     3.2 LIMITED WARRANTY

     For a period  of one year  after  delivery  of the  Licensed  Software,  D2
warrants that the Licensed Software will perform substantially  according to the
description and specifications contained in D2's Software documents.  During the
warranty period,  LICENSEE may request and D2 shall provide,  technical support,
as described  in Paragraph  3.2 (a),  (b),  (c) and (d) of this  Agreement,  and
software  updates,  as  requested by  Licensee,  at the Time and  Material  fees
charges offered to other similarly situated customers. For each year thereafter,
LICENSEE  may renew such  technical  support and  software  updates on an annual
basis at the  then-current  D2  maintenance  fee,  if such  support  and updates
services are available.

     D2 telephone and written technical support are as follows:

     (a)  D2 will  assist  LICENSEE in  determining  if  problems  LICENSEE  may
          encounter are caused by programming errors in the Licensed Software.

     (b)  D2 will  answer  questions  concerning  installation  of the  Licensed
          Software in original delivered configuration, unmodified by Customer.

     (c)  D2 will provide  assistance with resolving  LICENSEE's  problems which
          occur during the normal usage of the Licensed Software.

     (d)  D2 will use reasonable  efforts to remedy any programming error in the
          Licensed Software which is attributable to D2 which causes the failure
          to meet specifications.

Subject to the  limitations  set out below,  the sole remedy for failure to meet
the limited warranty shall be D2's reasonable  efforts to remedy any programming
error in the Licensed  Software which is attributable to D2 and which causes the
failure to meet the  warranty.  Such remedy may consist of  supplying  corrected
portion(s) of Licensed  Software,  or  communication to LICENSEE of a workaround
which gives LICENSEE the ability to achieve substantially the same functionality
as would be obtained without the programming  error, as may be determined by D2.
If D2 is unable to provide such remedy within a reasonable time, D2 shall accept
return of that portion of Licensed  Software which is in breach of this warranty
and refund to LICENSEE the full value of such portion of the Licensed Software.

Limitations:

D2's efforts  shall be promptly  initiated  only after  LICENSEE has provided D2
with written notice of its claim of any such programming  error. An error report
must contain sufficient information,  on computer-readable media if practicable,
for D2 to reproduce the

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problem.  D2 shall have no obligations for any Licensed  Software which includes
any  modifications  made  by  LICENSEE,  or  for  LICENSEE-specific  application
software and drivers.  D2 shall also have no  obligations  for the correction of
errors or problems which are due to operational  characteristics of the computer
equipment on which the Licensed Software is used.

In order to have the benefit of D2's efforts, LICENSEE must provide D2 with data
and information,  as requested, and with sufficient support and test time on the
LICENSEE's  Development  Computer  system and Bundled  Product to duplicate  the
problem,  determine  if the  problem  is  with  the  Licensed  Software  covered
hereunder,  correct  the  problem  and  determine  that  the  problem  has  been
corrected.

LICENSEE shall reimburse D2 for traveling  expenses if D2 personnel are required
to travel to either the LICENSEE'S  premise or LICENSEE'S  customer's premise in
order to fix the  reported  problem.  LICENSEE  must  designate a named  contact
person and alternate  contact  person per  installation  who will submit problem
reports  and  receive  all  corrections,   upgrades,  correspondence  and  other
communications concerning the Licensed Software.

THE LIMITED WARRANTIES IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES, IN
LIEU OF ALL OTHER WARRANTIES,  EXPRESS OR IMPLIED, GIVEN BY D2 INCLUDING BUT NOT
LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.

4.0 PROPRIETARY RIGHTS

     4.1 LICENSED SOFTWARE.  LICENSEE shall not be an owner of any copies of the
Licensed  Software,  but, rather,  is granted a limited license pursuant to this
Agreement to use such copies.  LICENSEE acknowledges and agrees that, as between
LICENSEE and D2, all right,  title and interest in the Licensed Software and any
part thereof,  including,  without limitation,  all rights to patent, copyright,
trademark and trade secret  rights and all other  intellectual  property  rights
therein and thereto,  and all copies  thereof,  in whatever form,  including any
written  documentation and all other material describing such Licensed Software,
shall at all times remain solely with D2.

5.0 CONFIDENTIALITY

     5.1 GENERAL.  LICENSEE  acknowledges and agrees that the Licensed  Software
constitutes  the  confidential  and  proprietary  trade  secrets of D2, and that
LICENSEE's  protection thereof is essential to this Agreement and a condition of
LICENSEE's use and possession of the Licensed Software. LICENSEE shall retain in
strict  confidence  any and all  elements of the  Licensed  Software and use the
Licensed  Software only as expressly  licensed  herein.  LICENSEE agrees that it
will under no circumstances distribute or in any way disseminate or disclose the
Licensed Software to third parties,  except as

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expressly  provided  in Section  2.3 above.  LICENSEE  shall be relieved of this
obligation of  confidentiality  to the extent that such  information  was in the
public  domain at the time it was  disclosed,  required to be  disclosed by law,
received  from a third  party  with no  obligation,  or has become in the public
domain through no fault of LICENSEE.

     5.2 SECURITY. LICENSEE agrees to use the Licensed Software for the purposes
set forth in this Agreement under similar care and control LICENSEE uses for its
own proprietary software.

     5.3 NOTIFICATION. LICENSEE agrees to notify D2 promptly in the event of any
breach  of its  security  under  conditions  in which it would  appear  that the
Licensed  Software were  prejudiced  or exposed to loss.  LICENSEE  shall,  upon
request  of D2,  take all  other  reasonable  steps  necessary  to  recover  any
compromised  trade secrets  disclosed to or placed in the possession of LICENSEE
by virtue of this Agreement. The cost of taking such steps shall be borne solely
by LICENSEE.

     5.4  REMEDIES.  LICENSEE  acknowledges  that  any  breach  of  any  of  its
obligations  under this Section 5 may cause or threaten  irreparable harm to D2,
and,  accordingly,  LICENSEE  agrees that in such event, D2 shall be entitled to
equitable relief to protect its interest  therein,  including but not limited to
preliminary and permanent injunctive relief, as well as money damages.

6.0 TERMINATION

     6.1 TERMINATION. This Agreement is perpetual unless terminated as set forth
herein. Upon prior written notice,  either party may terminate this Agreement if
the other party ceases doing  business,  , or fails to cure a material breach of
any term or condition of this  Agreement  within  thirty (30) days of receipt of
written notice specifying such breach.

     6.2 EFFECT OF  TERMINATION.  Upon  termination  of this  Agreement  for any
reason,  LICENSEE shall immediately discontinue use of the Licensed Software and
within ten (10) days  certify  in writing to D2 that all copies of the  Licensed
Software,  in whole or in part, in any form,  have either been returned to D2 or
destroyed in accordance with D2's instructions. All payments made by LICENSEE to
D2 hereunder are non-refundable except as set forth herein.

     6.3  SURVIVAL.  The  provisions  of Sections 4, 5, 6, 7 and 8 shall survive
termination of this Agreement.

7.0 INDEMNIFICATION

     7.1 D2 will defend any suit brought  against  LICENSEE based on the grounds
that the Licensed Software furnished under this Agreement  infringes any patent,
trade  secret  or  other   Intellectual   Property  Right  of  any  third  party
("Indemnified  Right"),  and  will pay all  damages  and  costs  that a court or
arbitration  awards  against  LICENSEE as a result of such claim and all amounts
paid in  settlement of such claim,  provided  that LICENSEE

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gives D2 (i) prompt written notice of such claim,  (ii) the sole right to defend
and/or settle the claim, and (iii) all reasonable information and assistance, at
D2's expense,  excluding  time spent by employees or consultants of LICENSEE) to
handle the defense and settlement  thereof.  Should the Licensed Software become
the subject of a claim of infringement of an Indemnified Right, D2 shall, at its
option,  either:  (a) procure  for  LICENSEE  the right to  continue  using such
Licensed   Software   or  (b)  modify   such   Licensed   Software  to  make  it
non-infringing.   If  neither  of  the  foregoing   alternatives  is  reasonably
available, D2 shall accept return of the infringing portion of Licensed Software
and  refund to  LICENSEE  the  depreciated  value of such  portion  of  Licensed
Software, as measured over a thirty-six (36) month life span.

     7.2 D2 hereby  represents  that,  insofar as is presently  known to D2, the
Licensed Software and Developed Programs do not infringe any patent,  copyright,
trade secret or other  Intellectual  Property  Right of any third party,  and D2
knows of no such claims thereof.

     7.3 LICENSEE will indemnify and hold D2 harmless from any loss,  damage, or
liability arising in connection with LICENSEE's  improper or unauthorized use of
the Licensed Software.

8.0 LIMITATION OF LIABILITY

     8.1 IN NO EVENT SHALL D2 HAVE ANY LIABILITY  FOR ANY LOST PROFITS,  LOSS OF
DATA OR  COSTS OF  PROCUREMENT  OF  SUBSTITUTE  GOODS  OR  SERVICES,  OR FOR ANY
SPECIAL,  INDIRECT,  OR  CONSEQUENTIAL  DAMAGES  ARISING  IN ANY WAY OUT OF THIS
AGREEMENT,  OR OTHERWISE ARISING UNDER ANY COVER OF ACTION AND WHETHER OR NOT D2
HAS BEEN ADVISED OF THE  POSSIBILITY OF SUCH DAMAGES.  THESE  LIMITATIONS  SHALL
APPLY  NOTWITHSTANDING  THE  FAILURE OF THE  ESSENTIAL  PURPOSE  OF ANY  LIMITED
REMEDY.

9.0 MISCELLANEOUS PROVISIONS

     9.1 GOVERNING LAW. This Agreement  shall be interpreted and governed by the
laws  of the  State  of  California,  without  reference  to  conflict  of  laws
principles.

     9.2  JURISDICTION.  For any  disputes  arising  out of this  Agreement  the
parties consent to the personal and exclusive jurisdiction of, and venue in, the
state or federal court within Santa Barbara County, California.

     9.3 ENTIRE AGREEMENT.  This Agreement  constitutes the entire and exclusive
Agreement  between the parties  hereto with respect to the subject matter hereof
and supersedes and cancels all previous registrations,  agreements,  commitments
and writings in respect thereof.

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     9.4 MODIFICATION.  No modification to this Agreement, nor any waiver of any
rights,  shall be  effective  unless  assented  to in writing by the party to be
charged and the waiver of and breach or default shall not constitute a waiver of
any other right hereunder or any subsequent breach or default.

     9.5  ASSIGNMENT.  Each party's  obligations  under this  Agreement  and all
rights and obligations  hereunder are personal to the parties hereto and may not
be  assigned  in whole or in part by either  party  without  the  prior  written
consent of the other.  Notwithstanding  the  foregoing,  either party may assign
this Agreement without the prior written consent of the other party, pursuant to
a sale by the assigning  party of the portion of that party's  business to which
this Agreement  pertains,  whether by merger,  sale of stock, sale of assets, or
otherwise.

     9.6 EXPORT  ADMINISTRATION ACT. In conformity with the United States Export
Administration  Act and  regulations  promulgated  thereunder,  LICENSEE and its
employees  and  agents  shall not  disclose,  export or re export,  directly  or
indirectly,  any of the Licensed  Software or technical data (or direct products
thereof)  provided under this Agreement to  destinations in Country Groups Q, S,
W, Y and Z as modified from time to time by the US  Department  of Commerce,  or
that are otherwise controlled under said Act and regulations.

     9.7 SEVERABILITY.  If any provision of this Agreement is held to be invalid
by a court  of  competent  jurisdiction,  then  the  remaining  provisions  will
nevertheless  remain in full force and effect.  The parties agree to renegotiate
in good  faith  any term held  invalid  and to be bound by the  mutually  agreed
substitute provision.

     9.8 NO WAIVER.  The failure of D2 to enforce any term or  condition of this
Agreement  shall not  constitute  a waiver of D2's rights to enforce  subsequent
breaches of any term or condition under this Agreement.

     9.9 NOTICES. Any notices required to be given under this Agreement shall be
in writing and  addressed to the  respective  party at the address  shown on the
face page of this  Agreement  or such other  address as may be  provided by each
party from  time-to-time.  Notices shall be effective when received and shall be
sent by certified or registered mail, return receipt requested,  or by overnight
courier.

     9.10 US  GOVERNMENT  RESTRICTED  RIGHTS.  LICENSEE  will legend or mark the
Licensed  Software  provided  pursuant to any  agreement  with the United States
Government or any contractor therefor, as required by law.

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D2 and LICENSEE each hereby  acknowledge  that they have read and understand the
terms of this  Agreement,  and that by signing below they become  parties to the
Agreement  and  agree to be  bound by all  terms,  conditions,  and  obligations
contained therein.

D2                                          LICENSEE

By: /s/ David Y. Wong                       By: /s/ Gregory K. Roeper
    ------------------------------              --------------------------------
Print Name:  David Y. Wong                  Print Name: Gregory K. Roeper

Title:  President                           Title: President

Date: May 17, 1999                          Date: May 24, 1999
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