REPAIR AND REFURBISHMENT AGREEMENT


     THIS REPAIR AND REFURBISHMENT AGREEMENT dated as of June , 1999 is made and
entered  into  by and  between  AZTEC  INTERNATIONAL  LLC,  a  Delaware  Limited
Liability Company and, Vodavi Communications Systems, Inc. ("Vodavi") a Delaware
Corporation.

BACKGROUND

     Aztec is involved  in the  business  of repair,  refurbishment  and sale of
telecommunications  equipment and other  electronic  products.  Vodavi is in the
business  of  design,  development  and sales of  telecommunications  equipment,
software and  hardware  products.  Aztec  desires to  undertake  performing  the
testing, refurbishing and repair work described in this agreement for Vodavi.

     As of the date  hereof the  parties  have  entered  into a Bill of Sale and
Purchase Order whereby Vodavi has  transferred  certain of its assets  regarding
repair services.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this  Agreement,  and for other good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

     1.  APPOINTMENT.  Vodavi hereby appoints Aztec as the exclusive  authorized
repair service center for products  distributed and  manufactured by Vodavi.  As
the exclusive  authorized  repair  service  center,  Aztec agrees to perform the
repairs for Vodavi in such a manner as to  maintain  the  customer  satisfaction
levels currently  established.  Aztec will perform the repair and  refurbishment

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work  for   telecommunications  and  computer  products,  as  outlined  in  this
agreement,  that were sold or  serviced  by Vodavi or its  dealers in the United
States  ("Products"),  and will work closely with Vodavi to ensure that accurate
processing,  disposition,  and  accounting is set up and maintained for products
repaired for Vodavi under warranty to its customers. For so long as Aztec is not
in material  default,  which default is  continuous;  Vodavi will use reasonable
efforts to refer all third  party  inquiries  that it receives  with  respect to
repair,  refurbishment and resale of Vodavi products to Aztec.  Aztec shall have
the  right  to use any  phone or fax  numbers  used  exclusively  by  Vodavi  in
connection  with the repair  service.  Vodavi  will  provide  its "third  party"
vendors who supply  components and ancillary  devices for Vodavi products with a
Letter of Agency  authorizing  Aztec to request and receive  repair  services on
Vodavi's  behalf.  Vodavi will from time to time communicate with its dealers to
urge them to use Aztec for the repair of Vodavi products.

     2. REPAIR SERVICES. Aztec shall perform the services as requested by Vodavi
and  shall   invoice   Vodavi  (  warranty)   or  the  Vodavi   customer/dealers
(non-warranty)  for such services in accordance with Aztec policies.  Aztec will
provide data in the form as requested by Vodavi to Vodavi on repairs.  This data
will be used by Vodavi to measure product  reliability,  improvements to design,
and  other  management  reports.  Vodavi  and  Aztec  will  use  the  date  code
stamping/serialization  method to determine  the warranty  status of product for
billing  purposes.  Such services shall  initially be provided at the prices and
upon the terms set forth on the attached  Schedule A. Vodavi shall pay Aztec for
all services on a net thirty-day  basis.  Repair pricing will be reviewed yearly
on the anniversary of this Agreement and the parties will seek to mutually agree
on any increases or decreases to such charges  based solely upon actual  changes
in (i) the cost of Aztec's operations in support of the Vodavi business and (ii)
the costs of materials and  supplies.  No increase or decrease in price shall be
effective  until  after  sixty days  following  the  agreement  of the  parties.

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Notwithstanding  the  exclusivity,  if both parties agree in writing,  and Aztec
chooses not to perform the work, Vodavi may use another repair facility.

     3. RESALE SERVICES.  Vodavi will make available to Aztec various  products,
as covered in the service Agreement dated August 28, 1998 that have been removed
from  Vodavi's  inventory.  Aztec will sell these  products  through  its market
channels  and the  proceeds  from this sale will be  divided  between  Aztec and
Vodavi at a rate that is mutually  agreed  upon.  Vodavi  will advise  Aztec the
products  that are  authorized  for  resale,  and Aztec will only  resell  those
products that are authorized.

     4. PERFORMANCE. Aztec warrants that it will perform the repair services for
Vodavi  in  such  a  manner  that  the  customer  satisfaction  levels  will  be
maintained.  The standard used to measure the  performance are shown in SCHEDULE
B. In the event  that  Aztec  fails to meet the  customer  satisfaction  levels,
Vodavi will notify  Aztec,  in writing,  of the short coming and Aztec will take
corrective  action.  In the event that Aztec fails to make significant  progress
within 90 days of the  written  notice in  restoring  customer  satisfaction  in
accordance  with  schedule B, Vodavi may  terminate  the  exclusivity  provision
herein,  or terminate  the  Agreement  and obtain  repair  services from another
company or choose to do the repairs  internally.  Any failures in performance of
the services provided by Aztec must be in Aztec's control.  Notwithstanding  the
above Vodavi agrees to provide Aztec with continued  support and will make every
effort to help Aztec to meet its  performance  objectives,  as it is in the best
interest of both parties to maintain a high level of customer satisfaction.

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     5.  TERM.  The term of this  Agreement  shall be for a period  of seven (7)
years  from  the date  hereof  (the  "Term").  In the  event  the  Agreement  is
terminated  by Vodavi prior to the  expiration  date of the term, in addition to
any other  remedies  Aztec may have,  Vodavi will be  required to purchase  test
equipment,  component parts, inventory,  and fixed assets that are then owned or
being used by Aztec for the  performance  of repair and  refurbishment  services
under this  agreement.  Where  applicable  the assets that are on a depreciation
schedule will be valued at such depreciated  amount. All other inventory will be
transferred  at Aztec's cost.  Cash payment for these assets will be made within
15 days of the termination  date at which time the assets will be transferred to
Vodavi.

     6. EVENTS OF  DEFAULT.  To the extent that this  paragraph  conflicts  with
paragraph 4 the terms of paragraph 4 governs to the extent of any  conflict.  If
either party is in default of any of its obligations hereunder,  the other party
shall so advise in writing,  including the  particulars of the default.  If such
fault is material  and  remains  uncured for a period of more than 30 days after
notice , then the party not in default may terminate this  agreement.  Any party
who is required to take legal  action in order to enforce its rights  under this
Agreement  shall be entitled to recover all costs of enforcement  and collection
including   reasonable   attorneys   fees   from  the   defaulting   party.

     7. CONFIDENTIALITY. Aztec acknowledges that in the course of performance of
its duties hereunder,  it shall receive confidential  information  pertaining to
Vodavi's business,  its relationships  with its suppliers,  and its relationship
with its customers.  This includes  without limit:  customer lists,  schematics,
software and test plans.  Aztec  agrees that it shall keep all such  information
confidential  and shall not divulge such  information  to any third party or use
such  information  for its own benefit  without the express  written  consent of
Vodavi.  Aztec agrees to take all reasonable steps to ensure that its employees,
agents and  subcontractors  are under a similar  obligation of  confidentiality.

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Aztec agrees that during the Term of this  Agreement,  Aztec will not solicit or
attempt  to  influence,  directly  or  indirectly,  any  customer  of  Vodavi to
terminate or materially reduce its business with Vodavi or any of its Affiliates
in favor of a direct relationship with Aztec. Upon termination of this agreement
all documentation, schematics, drawings, and other confidential information, and
all copies  thereof,  provided  by Vodavi to Aztec and used for repair of Vodavi
products will be returned to Vodavi within 30 days of the termination date.

     8. REBATE.  In addition to the foregoing  Aztec will pay a yearly rebate to
Vodavi  based on Aztec's  total  receipts  from net repair  billings to Vodavi's
customers/dealers  during each calendar  year during the term of this  agreement
beginning  January 1, 2001. For purposes of this  agreement net repair  billings
are exclusive of returns,  allowances,  taxes and freight.  This rebate includes
total  receipts on Vodavi and  non-Vodavi  products that are generated from this
agreement.  Vodavi will provide Aztec with a list of the customers/dealers  that
will be used in  determining  net  repair  billings  to  calculate  the  rebate.
Customers on this list will be  considered to be Vodavi's even if they have done
business with Aztec previously. This list can be updated annually by Vodavi. Not
to be included in the rebate schedule are billings to Vodavi,  or repair service
currently being provided on products not  manufactured by Vodavi by Aztec to the
dealer base. The rebate schedule will be as follows:

                Net Receipts                Rebate %
                ------------                --------
           0-$1,000,000                         0%
           $1,000,001- $1,750,000             1.5%
           $1,750,001- $2,250,000             2.5%
           $2,250,001- $3,000,000 +           3.0%

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The foregoing rebate shall be paid to Vodavi annually,  by March 1 following the
calendar year. The payment should include  information  about how the rebate was
calculated.  The rebate will start for the calendar year 2001 with no rebate due
Vodavi for any period  prior to January 1, 2001.  Vodavi  reserves  the right to
audit the methods used to determine the rebate.

     9. TRADEMARK.  Aztec has the authority to use the Vodavi logo and advertise
as the exclusive  authorized Vodavi repair center. In the event Aztec chooses to
use the logo it must have written permission from Vodavi prior to any release of
advertising, print or otherwise.

     10. TEST EQUIPMENT. Vodavi will keep Aztec updated with the availability of
new proprietary test equipment from the factories that manufacture  products for
Vodavi.  In the event that the  equipment  is  required  to  perform  the repair
function,  Vodavi will provide it to Aztec at Vodavi's  cost.  Vodavi may design
test  fixtures  that  could aid in the repair  testing.  These  fixtures  may be
offered to Aztec to purchase or build themselves.

     11.  FREIGHT.  The customer  sending product in for repair will pay for all
inbound freight to Aztec.  Outbound  freight for repair work covered by a Vodavi
warranty will be paid for by Vodavi. Outbound freight for out of warranty repair
work will be included in the repair cost to the  customer.  Aztec will be solely
responsible  for  outbound  freight  for any part that  failed  during the Aztec
warranty period.

     12.  COMPONENT PARTS AND PLASTICS.  Vodavi  proprietary  parts and plastics
will be supplied by Vodavi to Aztec. Aztec will order the parts and plastic from
Vodavi and the items will be ordered from the supplying  factory.  In most cases
it will take 120 days after receipt of order (ARO) to deliver the ordered parts.
In the event the factory decides to discontinue production and Vodavi has notice

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of discontinuance of any proprietary  parts, Aztec will be given the opportunity
to make a "last buy".  Parts  supplied by Vodavi to Aztec will be sold at a cost
of 15 % over landed cost.

     13. REWORK  SERVICES.  Aztec will perform  rework  services as requested by
Vodavi in accordance with procedures  specified by the Vodavi Quality Management
Department.  Aztec shall invoice  Vodavi for such rework  services at the prices
established on specific purchase orders.

     14. LUCENT INVENTORY.  Vodavi will sell and transfer to Aztec as covered in
the Bill of Sale  certain  inventory  that is used for the repair of  telephones
manufactured under contract by LGIC for Lucent (herein the "Lucent  Inventory").
In the event that Aztec does not succeed in securing the repair work from Lucent
for telephone  equipment  manufactured by LGIC, within 90 days after the date of
this agreement,  then Aztec shall be entitled to return the Lucent inventory for
credit  against the Purchase  Order from Aztec to Vodavi of even date  herewith.
The inventory  will be valued at the same price Aztec  purchased the material to
determine the amount of the said credit.

     15.  RISK OF LOSS OF  INVENTORY.  Vodavi  acknowledges  that Aztec does not
maintain insurance on inventory or work in progress. Vodavi agrees to assume the
risk of loss to the extent of Vodavi's inventory and materials being repaired or
reworked by Aztec.

     16. ENTIRE AGREEMENT  CLAUSE.  This Agreement  supersedes any and all other
agreements, either oral or in writing between the parties hereto with respect to
the subject  matter  hereof and contains  all of the  covenants  and  agreements
between the parties  with  respect to said  matter;  provided  however  that the
resale  service  agreement  dated  August 28, 1998  between  the  Parties  shall
continue in full force and effect.

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     17.  GOVERNING  LAW. This  Agreement  shall be governed by and construed in
accordance  with  the laws of the  State of  Arizona  applicable  to a  contract
executed and  performed in such State  without  giving effect to the conflict of
laws and principles thereof.

     18.  WARRANTIES.  Aztec  warrants  that all services will be performed in a
prompt  (which the parties for purposes  agree hereof shall be  consistent  with
Schedule B.),  professional and workman-like  manner in accordance with industry
and  professional  standards and in accordance  with this Agreement and that the
refurbished  equipment  provided  to Vodavi  and its dealer  network  under this
Agreement and the repair work performed  hereunder shall be free from defects in
material and workmanship  under normal use and service for the period of one (1)
year from the date of shipment by Aztec.  THIS  WARRANTY IS EXPRESSLY IN LIEU OF
ALL  OTHER  WARRANTIES,   EXPRESS  OR  IMPLIED,   INCLUDING  THE  WARRANTIES  OF
MERCHANTABILITY AND AZTEC SHALL NOT BE RESPONSIBLE FOR CONSEQUENTIAL  DAMAGES OR
ACTS OF GOD.

     19.  COMPLIANCE  WITH LAWS.  Each party shall, at its own cost and expense,
follow  all  laws,  rules,  regulations  or  requirements  of  any  governmental
authority having juristriction,  which may apply to the services being performed
under this  agreement.  Each party will  defend,  indemnify,  and hold the other
party  harmless for any loss,  cost, or expense  occurring as a direct result of
the first party's  violation of any law, rule or ordinance of the United States,
any  State,  or any  other  governmental  agency  in  the  performance  of  this
Agreement.

     20. SUCCESSORS AND ASSIGNS. In the event that Vodavi is sold or transferred
to a third  party  whether by way of sale of assets,  merger,  consolidation  or
otherwise, and in the event that Aztec is sold, or transferred by way of sale of

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its  assets,   merger,   consolidation  or  otherwise,   that  this  repair  and
refurbishment  agreement shall be transferred to and assumed by the new owner of
the business and shall remain in full force and effect.

     21. NOTICE PROVISION. Each notice, instrument or other certificate required
or permitted  by the terms hereof shall be in writing and shall be  communicated
by personal delivery, telecopier, or mail to the parties hereto at the addresses
set forth below, or at such other address as any of them may designate by notice
in  accordance  herewith  to each of the  others,  and if  notice  is  given  by
telecopier,  telex, telegram or hand delivery shall be deemed to have been given
or made on the date on which it was  given,  and if  mailed,  shall be deemed to
have been given or made on the third business day following the day after it was
mailed. The address for the notice of each party is:


If to Aztec:
Jack Meehan, President or
Les Asher, Vice President
Aztec International LLC
155 Woodward Avenue
South Norwalk, CT 06854
Fax: (203) 893-9111

If to Vodavi:

Greg Roeper, President
Vodavi Communications Systems
8300 East Raintree Drive
Scottsdale, Arizona 85260
Fax: (480) 483-0144

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     IN WITNESS  WHEREOF,  the parties have entered into this Agreement the date
first above written.


AZTEC INTERNATIONAL                         Vodavi Technology Inc.

By: /s/ Jack Meehan                         By: /s/ Greg Roeper
   -----------------------------               ---------------------------------
   Jack Meehan                                 Greg Roeper
   President                                   President

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