TRADEMARK SECURITY AGREEMENT


                THIS  AGREEMENT  is made as of June  11,  1997,  by and  between
VODAVI COMMUNICATIONS  SYSTEMS, INC., an Arizona corporation formerly known as V
Technology  Acquisition  Corp.,  having a mailing  address at 8300 East Raintree
Drive,  Scottsdale,  Arizona  85260  ("Debtor"),  and GENERAL  ELECTRIC  CAPITAL
CORPORATION,  a New York  corporation  having a  mailing  address  at 350  South
Beverly Drive, Suite 200, Beverly Hills, California 90212 (the "Secured Party").

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

                In connection with the financial  accommodations  to be extended
by the Secured Party to Debtor under the Amended and Restated Credit  Agreement,
dated as of April 11,  1994 as amended  and  restated  effective  as of June 11,
1997,  between  Debtor and Secured  Party (as the same may hereafter be amended,
restated,  supplemented  or otherwise  modified  from time to time,  the "Credit
Agreement"),  Debtor  has agreed to  collaterally  assign to the  Secured  Party
certain trademark rights in accordance with the terms of this Agreement.

                In  consideration  of the foregoing  premises and other good and
valuable consideration, Debtor hereby agrees with the Secured Party as follows:

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

                Grant of Security  Interest.  To secure the  complete and timely
satisfaction of all of Debtor's obligations hereunder,  as well as to secure all
of the rights of the  Secured  Party  hereunder,  and to secure the  payment and
performance  of any and all  Obligations  (as such term is defined in the Credit
Agreement) (all such Obligations being herein  collectively  called the "Secured
Obligations"),  Debtor  hereby  grants  to  the  Secured  Party  a  present  and
continuing  security interest in the entire right,  title and interest of Debtor
in and to the trademark  application(s)  and  trademark(s)  listed on Schedule 1
attached hereto together with all goodwill of Debtor's business relating thereto
and all other assets of Debtor  necessary to produce the products for which such
applications will be or such trademarks are used,  including without  limitation
all proceeds thereof (such as, by way of example, license royalties and proceeds
of  infringement  suits),  the  right  to  sue  for  past,  present  and  future
infringements,  all rights  corresponding  thereto  throughout the world and all
renewals,  extensions  and  other  proceeds  thereof  (collectively  called  the
"Trademarks").

                Representations  and Warranties.  Debtor represents and warrants
that:

                The Trademarks are subsisting and have not been adjudged invalid
or unenforceable, in whole or in part;

                To the best of Debtor's  knowledge,  each of the  Trademarks  is
valid and enforceable;
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                Debtor  is the  sole  and  exclusive  owner  of the  entire  and
unencumbered  right,  title and interest in and to each of the Trademarks,  free
and clear of any liens,  charges and encumbrances,  including without limitation
licenses  and  covenants  by Debtor  not to sue third  persons,  except  for any
Permitted Exceptions (as such term is defined in the Credit Agreement); and

                Debtor has the  unqualified  right to enter into this  Agreement
and perform its terms.

                No  Inconsistent  Licenses.  Debtor agrees that, so long as this
Agreement is in effect,  it will not enter into any agreement  (for  example,  a
license or assignment agreement) which is inconsistent with Debtor's obligations
under this Agreement, without the Secured Party's prior written consent.

                Event of  Default.  The  failure of the Debtor to perform any of
its  obligations   hereunder,   any  breach  in  any  material  respect  of  any
representation  or warranty of the Debtor herein, or the occurrence of any Event
of Default under (and as such term is defined in) the Credit Agreement will also
constitute a default by Debtor under this  Agreement  (herein  referred to as an
"Event of Default").

                Remedies on Default. If any Event of Default shall have occurred
and be continuing, the Secured Party shall have, in addition to all other rights
and remedies given it by this Agreement, those allowed by law and the rights and
remedies  of a secured  party  under the Code (as such  term is  defined  in the
Credit  Agreement) and,  without  limiting the generality of the foregoing,  the
Secured Party may  immediately,  without demand of performance and without other
notice or demand  whatsoever  to  Debtor,  sell at  public  or  private  sale or
otherwise  realize  upon,  the  whole  or  from  time to  time  any  part of the
Trademarks,  or any  interest  which the  Debtor  may have  therein  and,  after
deducting  from the proceeds of sale or other  disposition of the Trademarks all
expenses (including all reasonable expenses for legal services actually incurred
without giving effect to any statutory presumption),  shall apply the residue of
such proceeds toward the payment of the Secured  Obligations  (which application
shall  be made,  first,  to the  Secured  Party's  costs  and  expenses  of such
collection,  sale or other  disposition,  including  reasonable  attorney's fees
actually incurred without giving effect to any statutory  presumption,  and then
to the  payment of the other  Secured  Obligations  then due).  Debtor  shall be
liable for any deficiency remaining after the application of such proceeds.  Any
remainder of the proceeds after payment in full of the Secured Obligations shall
be paid over to the Debtor. If required by applicable law, notice of any sale or
other  disposition of the Trademarks  shall be given to Debtor at least ten (10)
days before the time of any intended public or private sale or other disposition
of the Trademarks is to be made,  which Debtor hereby agrees shall be reasonable
notice of such sale or other disposition.  At any such sale or other disposition
the Secured Party may, to the extent  permissible under applicable law, purchase
the whole or any part of the Trademarks  sold, free from any right of redemption
on the part of Debtor, which right is hereby waived and released.
                                       -2-
<PAGE>
                No Waiver.  No course of dealing  between Debtor and the Secured
Party, nor any failure to exercise, nor any delay in exercising,  on the part of
the Secured Party,  any right,  power or privilege  hereunder shall operate as a
waiver thereof;  nor shall any single or partial exercise of any right, power or
privilege  hereunder  preclude  any other or  further  exercise  thereof  or the
exercise of any other right, power or privilege.

                Severability.  The provisions of this Agreement are several, and
if any clause or provision shall be held invalid and  unenforceable  in whole or
in part in any  jurisdiction,  then such  invalidity or  unenforceability  shall
affect only such clause or provision, or part thereof, in such jurisdiction, and
shall  not  in  any  manner  affect  such  clause  or  provision  in  any  other
jurisdiction,  or any  other  clause  or  provision  of  this  Agreement  in any
jurisdiction.

                Modification.  This Agreement is subject to modification only by
a writing signed by the Debtor and the Secured Party.

                Benefit of Agreement. The benefits and burdens of this Agreement
shall inure to the benefit of and be binding upon the  respective  heirs,  legal
representatives, successors and assigns of the parties.

                Governing Law. The validity and interpretation of this Agreement
and the rights and  obligations  of the parties shall be governed by the laws of
the State of New York  (without  giving effect to its conflict of law rules) and
the United States of America.

                Terminology;  Headings.  All  singular  terms used herein  shall
include the plural and vice versa,  and all pronouns used herein shall be deemed
to cover all genders.  All section  headings used herein are for  convenience of
reference only and do not constitute a substantive part of this Agreement.

                Execution in Counterparts. This Agreement may be executed in any
number  of  counterparts,  each  of  which  counterparts  when so  executed  and
delivered,  shall be deemed to be an  original,  and all of which  counterparts,
taken together, shall constitute one and the same Agreement.

                Expenses;  Indemnity. Debtor will upon demand pay to the Secured
Party the amount of any and all expenses,  including reasonable  attorney's fees
and fees of  other  experts,  which  the  Secured  Party  may from  time to time
actually  incur  (and   calculated   without  giving  effect  to  any  statutory
presumption) in connection with (i) the  administration of this Agreement,  (ii)
the  preservation  of or the sale or other  disposition of or other  realization
upon any of the  Trademarks,  (iii) the  exercise or  enforcement  of any of the
rights of the  Secured  Party  hereunder  or (iv) the  failure  by the Debtor to
perform or observe any of the  provisions  hereof.  Debtor also hereby agrees to
indemnify the Secured Party and hold the Secured Party harmless from and against
any  liability,  loss,  damage,  suit,  action or  proceeding  ever  suffered or
incurred by the Secured  Party as a result of (i)  Debtor's  failure to observe,
                                      -3-
<PAGE>
perform or  discharge  Debtor's  duties  hereunder  or (ii) the Secured  Party's
holding or administering this Agreement or its rights,titles or interests in the
Trademarks,  unless  with  respect to any of the  above,  the  Secured  Party is
determined  to have  acted with gross  negligence  or to have  engaged in wilful
misconduct.  The obligations of the Debtor under this paragraph 14 shall survive
the termination of this Agreement.

                Security Agreement;  Intercreditor Agreement,  Entire Agreement;
Termination.  (a) The Secured Party also has a Lien in the Trademarks  under the
terms of the Security Agreement, dated April 11, 1994, executed by the Debtor in
favor of the Secured Party (the  "Security  Agreement"),  and this  Agreement is
intended  to  supplement  such  Security  Agreement,  but  in the  event  of any
inconsistency  between the terms of this  Agreement  and those of such  Security
Agreement,  the terms of such Security Agreement shall control,  and the Secured
Party may elect to pursue its rights and remedies with respect to the Trademarks
under either or both of this Agreement or such Security Agreement.

                (b)  This  Agreement,   together  with  all  other  instruments,
agreements and  certificates  executed by the parties in connection  herewith or
with reference hereto,  embodies the entire  understanding and agreement between
the parties  hereto with respect to the subject matter hereof and supersedes all
prior agreements,  understandings  and inducements,  whether express or implied,
oral or written.

                (c) This Agreement  shall terminate with, and in accordance with
the terms of, the Security  Agreement,  and all of the Secured Party's  security
interests hereunder shall be automatically  terminated and released on such date
(subject to reinstatement as provided in Section 11 of the Security Agreement).
                                       -4-
<PAGE>
                WITNESS the execution  hereof as of the day and year first above
written.

                                        DEBTOR:

                                        VODAVI COMMUNICATIONS
                                        SYSTEMS, INC.


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

                                        SECURED PARTY:

                                        GENERAL ELECTRIC CAPITAL
                                        CORPORATION


                                         By: /s/ Timothy Morris
                                            ------------------------------------
                                             Title: Duly Authorized Signatory
                                                   -----------------------------
                                       -5-