BILL OF SALE AND ASSIGNMENT

     THIS BILL OF SALE AND  ASSIGNMENT,  is made and delivered  this 24th day of
June 1999, by VODAVI COMMUNICATION SYSTEMS, INC., a Delaware corporation (herein
"Seller"),  and AZTEC  INTERNATIONAL  LLC, a Delaware limited  liability company
("Purchaser").

     WHEREAS,  Seller has agreed to sell,  transfer and assign to Purchaser  and
Purchaser has agreed to purchase from Seller,  all of Seller's right,  title and
interest  in and to the  Purchased  Assets  as the  same  are  described  in the
attached Schedule A for the total  consideration of $494,616 which is to be paid
by the  delivery  of  Purchaser's  Purchase  Order of even date  (the  "Purchase
Order').

         NOW, THEREFORE, for other good and valuable consideration,  the receipt
and sufficiency of which are hereby acknowledged, it is hereby agreed that:

     1.  CONVEYANCE.  Seller  hereby  sells,  assigns,  transfers,  conveys  and
delivers to Purchaser  all of the right,  title and interest of Seller in and to
each of the  Purchased  Assets owned by it as the same are defined and described
in the Schedule A hereto.

     2. REPRESENTATION AND WARRANTY. Seller represents and warrants to Purchaser
that, at the date hereof,  the machinery and equipment sold hereunder is in good
working order reasonable wear and tear excepted,  Seller has good and marketable
title to the  Purchased  Assets  being  conveyed by it  hereunder  and under the
Purchase  Agreement,  and has  transferred  to and vested in Purchaser  good and
marketable title to each of the Purchased Assets herein conveyed, free and clear
of all liens, claims,  charges,  encumbrances and security interests of any kind
or nature.

     3.  UNDERTAKINGS.  If, subsequent to the date hereof,  any property that is
part of the Purchased  Assets herein  conveyed comes into  possession of Seller,
Seller shall promptly  deliver the same to Purchaser and, if such property is in
the  form of  checks,  drafts  or other  negotiable  instruments,  Seller  shall
promptly endorse the same to Purchaser.  If, subsequent to the date hereof,  any
property that is not part of the Purchased  Assets comes into the  possession of
Purchaser,  Purchaser  shall  promptly  deliver  the same to Seller and, if such
property  is in the form of  checks,  drafts  or other  negotiable  instruments,
Purchaser shall promptly endorse the same to Seller.

     4. The REPAIR AND REFURBISHMENT  AGREEMENT.  Nothing contained in this Bill
of Sale and Assignment shall be deemed to supersede,  limit or modify any of the
obligations,   agreements,  covenants  or  warranties  of  Seller  or  Purchaser
contained  in the  Service  Agreement  dated  August  28,  1998 and  Repair  and
Refurbishment  Agreement  of the same date  herewith,  all of which  survive the
execution  and  delivery of this Bill of Sale and  Assignment.  If any  conflict
exists  between the terms of this Bill of Sale and Assignment and the Repair and
Refurbishment  Agreement,  then  the  terms  of  the  Repair  and  Refurbishment
Agreement shall govern and control.

     5. GOVERNING LAW. This Bill of Sale and Assignment shall be governed by and
construed in accordance  with the laws of the State of Arizona without regard to
conflicts of laws principles.
<PAGE>
     IN WITNESS WHEREOF,  Seller and Purchaser have caused this Bill of Sale and
Assignment to be executed and delivered as of the date first above written.

                                        SELLER:


                                        VODAVI COMMUNICATION SYSTEMS, INC.

                                        By /s/ Greg Roeper
                                           -------------------------------------
                                           President

                                       -2-
<PAGE>
                           SCHEDULE A TO BILL OF SALE
                   BY VODAVI COMMUNICATIONS SYSTEMS, INC. AND
             VODAVI REPAIR SERVICES, INC. TO AZTEC INTERNATIONAL LLC

     Inventory  described in Inventory  List of Seller's  Repair  Division dated
June 24, 1999 consisting of 60 pages.

     Machinery  equipment and  furniture  used in the Seller's  repair  business
described in a Fixed Asset List of Seller's  Repair Division dated June 24, 1999
consisting of 10 pages.

                                       -3-
<PAGE>
                                   SCHEDULE A

                     Terms and Conditions of Purchase Order
                      from Aztec International in favor of
                Vodavi Communications Systems dated June 24, 1999

The purchase order is subject to the following terms and conditions:

1.   Vodavi Communications Systems Inc. will transfer title to certain equipment
     and  inventory  which/are  described  in a certain  Bill of Sale, a copy of
     which is attached hereto as Exhibit B.

2.   Vodavi Communications Systems, Inc. shall ship said equipment and inventory
     to Aztec at destinations which it specifies.

3.   The  obligation  to make  payment  as set  forth in the  purchase  order is
     contingent  upon  Aztec  receiving  delivery  of said  test  equipment  and
     inventory.

4.   AZTEC  INTERNATIONAL  LLC'S RIGHT TO SET-OFF.  Aztec International LLC will
     have a right  to  set-off  any  indemnification  obligation  arising  under
     paragraph  12 of the  Repair  and  Refurbishment  Agreement  of  even  date
     herewith  against the amounts due under this purchase order. If the amounts
     of the inventory and the test equipment sold and delivered  pursuant to the
     Bill of Sale of the same date hereof are less than the quantities stated in
     Schedule A, the amounts due under this  purchase  order shall be reduced to
     account  for such  shortages.  The  valuations  of the  inventory  and test
     equipment   shall  be  the  standard  values  used  on  Schedule  A.  Aztec
     International,  LLC shall make any claims  for  adjustments  within 30 days
     from its receipt of the inventory  and test  equipment.  Any  reductions in
     this purchase  order shall be made from payments  first  becoming due under
     this purchase order.