STRATEGIC ALLIANCE AGREEMENT
                          ----------------------------


                  THIS STRATEGIC  ALLIANCE  AGREEMENT (this "Agreement") is made
and entered  into as of the 22nd day of May,  1997,  effective as of May 1, 1997
(the "Effective Date") by and between VODAVI  COMMUNICATIONS  SYSTEMS,  INC., an
Arizona  corporation  located at 8300 East Raintree Drive,  Scottsdale,  Arizona
85260  ("Vodavi"),  and PARADYGM  COMMUNICATIONS  INC.,  a Delaware  corporation
located at 2100 Parklake Drive NE, Atlanta, Georgia 30345 ("Paradigm").

                                    RECITALS:

                  A.   Vodavi  is  engaged  in  the   business   of   designing,
manufacturing and supplying telecommunications products,  including, among other
things,  (i) a Vodavi  Digital  PBX  telephone  system  containing,  among other
things,  keysets,  D.S.S.  and  specialized  software  developed  by Vodavi (the
"Software")   enabling  its   specialized   use  primarily  in  the  hotel/motel
(hospitality)  service  industry,  extended  health  care  facilities  and other
similar  businesses (the  "Industries")  (the PBX system containing the Software
may  hereinafter be referred to as the "PBX Systems"),  (ii) feature  telephones
("2600  Series   Telephones"),   (iii)  single-line   telephones  ("2500  Series
Telephones"),  and (iv) voice-mail/auto  attendant systems ("Voice Systems") all
as are  described  in  Exhibit  A as the same may be  amended  from time to time
(collectively, the "Products").

                  B. Upon the terms and conditions set forth in this  Agreement:
(i)  Paradigm  desires to purchase and become a  distributor  of the Products in
North America, (ii) Paradigm desires to exclusively engage Vodavi to manufacture
and supply  Paradigm with its  requirements  of the  Products;  and (iii) Vodavi
desires to sell the Products to Paradigm.

                                   AGREEMENT:

                  NOW, THEREFORE,  for valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  Vodavi and  Paradigm  agree as
follows:

                  1.  Appointment of Vodavi.  Subject to and in accordance  with
the terms and  conditions of this  Agreement,  Paradigm  appoints  Vodavi as the
exclusive manufacturer of all of Paradigm's requirements of the Products. Vodavi
hereby accepts such  appointment.  Paradigm  agrees to purchase the Products and
all similar  telecommunication  products for the Industries in the Territory (as
hereinafter  defined)  only  from  Vodavi  during  the Term of  Exclusivity  (as
hereinafter defined).

                  2. Appointment of Paradigm.  Subject to and in accordance with
the terms and  conditions of this  Agreement,  Vodavi  appoints  Paradigm as the
exclusive distributor of the PBX Systems and the software contained in the Voice
Systems, and a non-exclusive distributor
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of the other  Products,  in the Territory  until December 31, 1998 (the "Term of
Exclusivity").  Paradigm hereby accepts such appointment.  Paradigm shall remain
the exclusive  distributor of the PBX Systems and the software  contained in the
Voice Systems in the Territory,  and the Term of Exclusivity  shall be extended,
from year to year thereafter  during the term of this  Agreement,  provided that
Paradigm  satisfies its Minimum Purchase  Obligations (as defined in Section 14)
for the  previous  year.  If Paradigm  does not  satisfy  its  Minimum  Purchase
Obligation  during any year of the term of this  Agreement,  then, at the end of
that year, and at the option of Vodavi,  (i) the Term of Exclusivity  shall end,
(ii) Paradigm  shall become a  non-exclusive  distributor of the PBX Systems and
the  software   contained  in  the  Voice  Systems  in  the  Territory,   and  a
non-exclusive licensee of the Software, and (iii) Vodavi shall have the right to
appoint other  distributors of the PBX Systems and the software contained in the
Voice Systems in the Territory.

                  3.  Territory.  The "Territory" for purposes of this Agreement
shall mean North  America,  including  Canada and the United  States of America,
Puerto  Rico,  Guam,  the U.S.  Virgin  Islands and to the extent  permitted  by
Vodavi's manufacturing partner, Mexico. The parties hereto may revise and update
the  Territory  at any  time or from  time to time by an  amendment  in  writing
attached to this Agreement.

                  4. Term.  The term of this  Agreement  shall  commence  on the
Effective  Date and  continue in effect until  December  31, 2001 (the  "Initial
Term").  Following the expiration of the Initial Term,  this Agreement  shall be
automatically renewed for successive three-year terms each individually referred
to as a "Renewal  Term," unless either party notifies the other party in writing
of its desire not to renew no later than one hundred  eighty (180) days prior to
the expiration of the Initial Term or any Renewal Term, as applicable, whereupon
this Agreement  shall  terminate at the end of the term within which such notice
is given.

                  5. Pricing by Vodavi;  Payments.  The  purchase  price for the
Products  shall be set forth on Exhibit B as may be amended from time to time by
written  notice from Vodavi to Paradigm of a price  change at least  ninety (90)
days prior to the effective date of the price change.  Vodavi shall not increase
any prices prior to December 31, 1998,  unless  necessitated  by a force majeure
described in Section 23 hereof; provided, however, that Vodavi provides Paradigm
with  proof of the  applicable  cost  increases  to  Vodavi  caused by the force
majeure and provided further that the price increase does not exceed ten percent
(10%)  of the  applicable  purchase  price  prior  to the  increase.  Except  as
otherwise  expressly  agreed in writing by the parties  hereto,  payment for the
Products shall be made in United States  dollars in an amount  adequate to cover
the full purchase price plus all other charges,  if any,  incurred by Vodavi for
the account of Paradigm.  All payments for Products  shall be due and payable in
full within  thirty  (30) days from the date of  invoice.  In no event shall the
invoice date precede (a) the shipping  date of the Products for which payment is
due for Products Vodavi is not  warehousing;  or (b) the date of delivery of the
Products to Vodavi's warehouse for Products Vodavi is warehousing.
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                  All  payments  due  shall  at  all  times  be  secured  by  an
irrevocable  standby  letter of credit  (the  "Letter of  Credit")  obtained  by
Paradigm  and  submitted  to  Vodavi,  in a form and from a banking  institution
acceptable to Vodavi.  The Letter of Credit shall be in an amount equal to or in
excess of all  outstanding  invoices  due from  Paradigm to Vodavi plus  payment
amounts for Products  ordered by  Paradigm.  Upon  execution of this  Agreement,
Paradigm shall provide the Letter of Credit to Vodavi, which will have a one (1)
year term and shall be  renewable  annually  or from time to time as required by
this  Agreement.  If full  payment of any invoice is not received by Vodavi when
due,  then  Paradigm's  account  will be deemed  delinquent  and Vodavi shall be
entitled to draw down from the Letter of Credit the amount  delinquent  together
with a late  payment fee of one percent  (1%) of the balance due for each month,
or any part thereof, that any amount remains (or remained) delinquent.  The late
payment fee permits Vodavi to be compensated for receiving a late payment and is
not  intended  to  create a credit  arrangement.  Vodavi  reserves  the right to
suspend performance,  to decline to deliver except for cash in advance and/or to
stop delivery of Products in transit whenever Paradigm's account is delinquent.

                  6.  Private-Label  Products.  The PBX System  keysets  and, at
Paradigm's  request,  2600 Series Telephones  (collectively,  the "Private Label
Products")  shall  be  manufactured   using  Paradigm's,   or  another  mutually
agreeable, name and logo. Prior to tooling Vodavi's equipment for the production
of the  Private  Label  Products,  Paradigm  shall  furnish to Vodavi all molds,
stamps,  artwork, and other specialized  materials and instructions  required to
accurately  place the name and logo on the Private  Label  Products.  All molds,
stamps,  artwork and other  specialized  materials  not provided by Paradigm but
required to label the Private Label  Products as instructed by Paradigm shall be
acquired and/or commissioned by Vodavi at the sole cost and expense of Paradigm,
and  Paradigm  agrees to promptly pay all such costs and  expenses.  The Private
Label  Products  may also bear the name and logo of Vodavi on the outside  metal
base and anywhere on the interior components of the Private Label Products.  The
PBX Systems and other Products may bear the trade marks, name and logo of Vodavi
and Paradigm.

                  7.  Warehousing;  Inventory  Fulfillment;  Technical  Support.
Commencing on the  Effective  Date and  continuing  until ninety (90) days after
Vodavi  receives  written  notice to cease  warehousing  Products,  Vodavi shall
perform,  for  and  on  behalf  of  Paradigm,   the  warehousing  and  inventory
fulfillment  functions  described  and at the costs set  forth,  on  Exhibit  C.
Exhibit C also sets forth the costs any  payment  terms for the  performance  of
warehousing  and  inventory  fulfillment.  Paradigm  shall pay all such costs to
Vodavi as and when due.

                  Commencing on the Effective Date and  continuing  until ninety
(90) days after Vodavi  receives  written  notice to cease  providing  technical
support, Vodavi shall perform, for and on behalf of Paradigm,  technical support
for the  Products as described on Exhibit D. Exhibit D also sets forth the costs
of any payment terms for the  performance of technical  support.  Paradigm shall
pay all such costs to Vodavi as and when due.
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                  8. Ordering Procedures. All orders of the Products pursuant to
this  Agreement  shall be subject to the terms and  conditions set forth in this
Agreement,  notwithstanding  the terms specified in any purchase order,  and the
terms and conditions of this Agreement shall supersede all pre-printed terms and
conditions of any such purchase order,  unless otherwise agreed to in writing by
Vodavi.  Whenever  Paradigm desires to purchase any of the Products from Vodavi,
Paradigm  shall deliver to Vodavi a numbered and signed  written  purchase order
specifying  the  quantities  and model  numbers  of the  Products  desired to be
purchased  and the  desired  destination  and  shipping  date  for  the  ordered
Products, which shipping date must take into account an appropriate lead time to
manufacture such Products.  All purchase orders shall be made for Products in at
least the minimum  quantities  set forth in Exhibit E attached  hereto as may be
amended from time to time.  All orders made in  compliance  with this  Agreement
shall be deemed  accepted by Vodavi on the tenth (10th) day after receipt unless
prior to such time Vodavi delivers to Paradigm a notice of rejection.

                  All orders for 2500 and 2600  Series  Telephones  (other  than
Private Label  Products)  shall be shipped within  forty-eight  (48) hours after
receipt  by Vodavi  to the  extent  such  Products  are  available  in  Vodavi's
warehouse.  Vodavi  shall  use its  best  reasonable  efforts  to  stock  in its
warehouse sufficient quantities of such telephones to meet Paradigm's Forecasts,
as set forth in  Section  14; in all  events  however,  orders  for such will be
shipped within one hundred twenty (120) days. All orders for Voicemail  shall be
shipped within ten (10) days after receipt by Vodavi.  The appropriate lead time
for any quantity of PBX Systems shall be one hundred  fifty (150) days,  and the
appropriate lead time for any quantity of any other Private Label Products shall
be one hundred twenty (120) days.  Vodavi shall use  reasonable  best efforts to
ship  Products  when and as required by Paradigm  based on the shipping and lead
times set forth in this Section.

                  9.  Shipment of the  Products.  All  deliveries of Products by
Vodavi to Paradigm  shall be shipped  F.O.B.  Vodavi's  facility in  Scottsdale,
Arizona, F.O.B. Vodavi's facility in Norcross, Georgia, or F.O.B. Vodavi's other
domestic  facility.  Vodavi shall ship all Products to the address specified for
shipment on the  applicable  purchase  order.  All Products shall be packaged by
Vodavi as Vodavi  deems  proper for  protection  against  normal  handling.  All
charges incurred subsequent to the delivery of Products for shipment,  including
without limitation,  freight, insurance,  customs, duties, demurrage charges and
turnover,  sales, excise and other foreign, federal, state or local taxes, shall
be borne by Paradigm or, if paid or incurred by Vodavi,  shall be  reimbursed by
Paradigm. Paradigm will contract directly with the applicable freight carrier to
pay all  shipping  costs.  The  payment of  delivery  freight  shall be the sole
responsibility  of Paradigm,  and Paradigm  shall promptly pay all such charges.
Vodavi shall use a freight carrier of its own choice, unless Paradigm designates
an alternative freight carrier for delivery of Products,  whereupon Vodavi shall
use Paradigm's  designated  freight  carrier for shipments of Products  whenever
possible.
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                  10. Risk of Loss.  Paradigm shall bear the entire risk of loss
of or damage to Products occurring at any time after delivery of the Products to
the freight carrier to the extent Vodavi is not warehousing the Products, and at
any  time  after  delivery  to  Vodavi's  warehouse  to  the  extent  Vodavi  is
warehousing  the Products.  If Vodavi delays delivery of Products to the freight
carrier due to any action or request of Paradigm,  then  Paradigm  shall pay all
reasonable  storage and insurance  charges incurred by Vodavi for such Products.
If any of the Products are returned by Paradigm,  risk of loss shall remain upon
Paradigm until the Products are received by Vodavi. Paradigm agrees to indemnify
and hold Vodavi  harmless for, from and against any and all loss of or damage to
the Products  sustained while risk of loss remains upon Paradigm.  Vodavi agrees
to indemnify and hold  Paradigm  harmless for, from and against any and all loss
of or damage to the Products sustained while risk of loss remains upon Vodavi.

                  11. PBX Software  License Grant.  Paradigm  acknowledges  that
Vodavi has  developed  certain  software  for use only in the PBX  Systems  that
enables the PBX Systems to be used  primarily in the  hotel/motel  (hospitality)
service  industry and may be adapted to the other  Industries (the  "Software").
Subject to Paradigm's adherence to the terms of this Agreement, Vodavi grants to
Paradigm for the Term of Exclusivity a non-exclusive license to use the Software
and to  sublicense  use of the  Software by  Paradigm's  customers,  but only as
incorporated  into a PBX System  manufactured  by Vodavi and used in  connection
with the  Industries in the  Territory.  This  Agreement  transfers no rights to
Paradigm or any of  Paradigm's  customers  with respect to all or any portion of
the  Software  except  as  specifically  provided  herein.  Paradigm  is  hereby
prohibited from reverse engineering (by disassembly, decompilation or otherwise)
the Software  and may not copy or  reproduce  all or any portion of the Software
for any purpose whatsoever.  Notwithstanding anything in this Agreement,  Vodavi
retains  all title to,  and,  except as  expressly  and  unambiguously  licensed
herein, all rights to the Software,  all copies and derivative works thereof (by
whomever  produced) and all related  documentation and materials.  Paradigm will
cooperate  with Vodavi in  preventing  infringement  of the  Software and assist
Vodavi in all reasonable respects to protect its rights in and to the Software.

                  12.   Representations   and   Warranties  by  Vodavi.   Vodavi
represents  and  warrants to Paradigm  that:  (a) Vodavi is a  corporation  duly
formed,  validly  existing and in good standing under the laws of Arizona,  with
the full right, power and authority, corporate and otherwise, to manufacture and
to sell the Products to Paradigm according to the terms of this Agreement and to
carry out the transactions  contemplated  hereunder in all  jurisdictions  where
such  authority is required;  (b) the execution and delivery of this  Agreement,
the timely consummation of the transactions contemplated hereby and the complete
and timely fulfillment of the terms hereof have been duly and validly authorized
by all necessary  action on the part of Vodavi;  (c) this Agreement  constitutes
the legal, valid and binding obligation of Vodavi, enforceable against Vodavi in
the United States; and (d) neither the execution and delivery of this Agreement,
nor the  consummation of the  transactions  contemplated  hereby,  will conflict
with,  violate or result in a breach of or
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default  under (with or without the giving of notice or the passage of time,  or
both): (i) the articles of incorporation or bylaws of Vodavi;  (ii) any license,
instrument,  contract or agreement to which Vodavi is a party or by which Vodavi
is bound; or (iii) any law, order, rule, regulation,  writ, injunction or decree
that is applicable to Vodavi.

                  13.  Representations  and  Warranties  by  Paradigm.  Paradigm
represents  and warrants to Vodavi  that:  (a)  Paradigm is a  corporation  duly
formed,  validly  existing and in good  standing  under the laws of the State of
Delaware, with the full right, power and authority,  corporate and otherwise, to
purchase,  market and sell the  Products  and perform all other  duties  arising
under the terms of this Agreement and to carry out the transactions contemplated
hereunder  in all  jurisdictions  where  such  authority  is  required;  (b) the
execution  and  delivery  of this  Agreement,  the  timely  consummation  of the
transactions contemplated hereby, and the complete and timely fulfillment of the
terms hereof have been duly and validly  authorized by all  necessary  action on
the part of  Paradigm;  (c) this  Agreement  constitutes  the  legal,  valid and
binding obligation of Paradigm, fully enforceable against Paradigm in accordance
with its terms;  and (d) neither the execution  and delivery of this  Agreement,
nor the  consummation of the  transactions  contemplated  hereby,  will conflict
with,  violate or result in a breach of or default  under  (with or without  the
giving  of notice  or the  passage  of time,  or  both):  (i) the  incorporation
documents  or  corporate  bylaws  of  Paradigm;  (ii) any  license,  instrument,
contract  or  agreement  to which  Paradigm  is a party or by which  Paradigm is
bound; or (iii) any law, order,  rule,  regulation,  writ,  injunction or decree
that is applicable to Paradigm.

                  14. Forecasts;  Minimum Purchase Obligation.  On or before the
tenth  (10th)  business day of each  calendar  month,  Paradigm  will provide to
Vodavi a written  report  containing  sales and  customer  data for the previous
month  and a  forecast  of  its  Product  delivery  requirements  for  the  next
consecutive  eleven  (11)  calendar  month  period (a  "Forecast").  The initial
Forecast will indicate  scheduled  shipment for the first four (4) months of the
Initial Term for Private Label  telephones  and for the first five (5) months of
the  Initial  Term for all other  Products,  and  forecasted  deliveries  of all
Products for the six (6) months  subsequent  to the first five (5) months of the
Initial  Term.  The first (5) five  months  (four (4) months for  Private  Label
telephones) of each rolling  Forecast will represent a firm purchase  commitment
from Paradigm to Vodavi, and Paradigm shall submit purchase orders to Vodavi for
such purchase commitments.  The rolling Forecast submitted each month shall take
into account the firm purchase  commitments  from the preceding  month's rolling
Forecast. On an annual basis, the total of the purchases of Products by Paradigm
from Vodavi,  shall be at least in those minimum  annual  dollar  amounts as set
forth on Exhibit F attached hereto ("Minimum Purchase Obligations").  During the
course of the Initial Term, Paradigm shall order at least the minimum quantities
of  certain  of the  Products  as is set  forth in  Exhibit  F  attached  hereto
("Minimum Unit Obligation"). The parties hereto shall update and amend Exhibit F
from time to time as new  Products are added to Exhibit A attached  hereto,  new
areas of Territory  are added and within one hundred  eighty (180) days prior to
any Renewal Term. To the extent Vodavi 
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does not timely deliver Products, recalls Products,  delivers defective Products
or in the event of a force  majeure,  as  discussed  in Section  24, the Minimum
Purchase  Obligations and Minimum Unit Obligations shall be reasonably  adjusted
accordingly.

                  15. Other Obligations of Paradigm.  Paradigm agrees to use its
best efforts  throughout the term of this Agreement to encourage and develop the
full sales potential for the Products in the Industries in the Territory, and to
promptly meet all demands and needs for marketing and after-sale  support of the
Products  sold  by  Paradigm.  Paradigm  shall  endeavor  to  maintain  adequate
inventories of the Products at all times,  and shall  encourage  purchase of the
Products by Paradigm's  existing customer base. Except as set forth in Section 7
hereof, Paradigm shall be responsible for all costs and expenses associated with
the  installation  of the Products,  after-sale  service,  customer  support and
training of the end-users of the Products.

                  16.  Other  Obligations  of Vodavi.  Vodavi  agrees to use its
reasonable  best  efforts  throughout  the  term of this  Agreement  to  support
Paradigm  in its  efforts  to  promote  the sale of the  Products  by  providing
reasonable  technical and sales training assistance for Paradigm's employees and
sales  representatives  in the  Paradigm  sales  organization,  as set  forth in
Attachments D and E to Exhibit G attached hereto.

                  17. Acceptance and Inspection.  To the extent that Vodavi does
not  warehouse the  Products,  Paradigm  shall have a period of thirty (30) days
following  the  delivery of a shipment of Products  from Vodavi to inspect  that
shipment for defects and nonconformities.  Failure to notify Vodavi, in writing,
of a rejection of any Products  received within the thirty (30) day period,  for
reason of defect  and/or  nonconformity,  shall be deemed an  acceptance  of the
entire  shipment by Paradigm.  Paradigm's  acceptance  of Products  shall not be
deemed to cover defects that could not have been  discovered by a reasonable and
customary inspection, in which case Paradigm shall have sixty (60) days from the
date of delivery to notify Vodavi, in writing,  of a rejection of such Products.
All written  rejections of any Products by Paradigm made in accordance with this
Section,  shall  specify in detail the  defects  and/or  nonconformities  in the
Products for which the rejection is made.

                  18.   Nondisclosure   and  Limited  Use  of  Confidential  and
Proprietary Information.  Each party hereto shall refrain from disclosing to any
third  parties,  or using  for any  purpose  unrelated  to this  Agreement,  the
existence of, or any of the terms of, this Agreement, all information concerning
the  pricing  of  the  Products,  any  customer  lists,  operating,   financial,
marketing,  sales or technical  information or other confidential or proprietary
information of the other, including, without limitation, information as to their
respective customers or the relationship  established hereunder;  and each party
hereto shall cause its  employees  and agents to refrain from  disclosing to any
third parties,  or using,  for any purpose  unrelated to the performance of this
Agreement,  any such confidential or proprietary  information of the other. Each
party hereto shall limit its use of any confidential or proprietary  information
received from the other to the purposes of this
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Agreement.  In addition,  Paradigm and Vodavi agree to keep confidential and not
disclose to any other person or entity, any writings between Paradigm and Vodavi
that are conspicuously marked or designated as "Confidential."

                  19.  Advertising and Promotion;  Use of Vodavi Name.  Paradigm
shall have the right, privilege and license during the term of this Agreement to
advertise and to promote the Products by telephone,  mail, newspaper,  magazine,
radio,  television  and any other lawful  means using the name  "Vodavi" and any
other tradename, symbol, trademark or corporate name used by Vodavi with respect
to the Products, provided such use conforms to standards and guidelines relating
thereto that Vodavi may furnish from time to time. Use of  tradenames,  symbols,
trademarks,  corporate  names  and  other  intellectual  property  of  Vodavi by
Paradigm  will be subject to  prepublication  or prior  review and  approval  by
Vodavi. The use of any tradenames, symbols, trademarks, corporate names or other
intellectual  property  rights of Vodavi by Paradigm shall not give Paradigm any
proprietary rights therein.

                  20. Warranty of Products.  Vodavi expressly  warrants that the
Products sold to Paradigm  will be free of defects in materials and  workmanship
under  normal use and service for the  warranty  period in  accordance  with the
terms and  conditions  set forth in Exhibit G  attached  hereto.  Repair  and/or
replacement  of  Products  by Vodavi  shall be as provided in Exhibit G attached
hereto.  VODAVI  MAKES NO  WARRANTY  OTHER  THAN THE ONE SET FORTH IN  EXHIBIT G
ATTACHED  HERETO.  THE  WARRANTY  SET  FORTH  THEREIN  IS IN LIEU  OF ALL  OTHER
WARRANTIES,  EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY EXPRESSED OR
IMPLIED WARRANTY OF  MERCHANTABILITY,  OF FITNESS FOR A PARTICULAR  PURPOSE,  OR
AGAINST INFRINGEMENT,  AND IT CONSTITUTES THE ONLY WARRANTY MADE WITH RESPECT TO
THE PRODUCTS COVERED BY THESE TERMS AND CONDITIONS.  IN NO EVENT SHALL VODAVI BE
LIABLE FOR LOSS OF ANTICIPATED PROFITS, INCIDENTAL OR CONSEQUENTIAL DAMAGE, LOSS
OF TIME, OR OTHER LOSSES  INCURRED BY PARADIGM IN CONNECTION  WITH THE PURCHASE,
POSSESSION,  OPERATION,  OR  USE OF  THE  PRODUCTS,  SUCH  CLAIMS  BEING  HEREBY
EXPRESSLY WAIVED BY PARADIGM.

                  21. No Exclusive  Rights in Vodavi  Products  Generally.  This
Agreement is not to be construed  as granting any  exclusive  rights to Paradigm
with respect to the sale and  marketing of (a) any  telephones  manufactured  by
Vodavi not  bearing  Paradigm's  name or logo,  or (b) PBX  systems or  switches
manufactured by Vodavi for industries  other than the  Industries.  Vodavi shall
have the right to sell its own  products  to any and all  potential  purchasers,
including, without limitation, competitors of Paradigm.
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                  22. Termination.

                            (a) Generally.  Except as otherwise  provided for in
this Agreement, if either party materially defaults in the performance of any of
its obligations under this Agreement,  the other party may defer its performance
hereunder  until the  default  is cured.  If the  material  default is not cured
within  forty-five  (45) days after the giving of written  notice thereof to the
defaulting party, at the option of the non-defaulting party exercised in writing
to the  defaulting  party,  this  Agreement  shall  terminate  at the end of the
forty-five (45) day period.  The  nondefaulting  party may also pursue all other
available legal and equitable remedies. A material default within the meaning of
this Section shall include,  without limitation, a failure of Paradigm to timely
pay any amounts owing to Vodavi, as provided in this Agreement.

                            (b)  Exclusion of Certain  Liability.  EXCEPT TO THE
EXTENT  OF ANY  LIABILITY  ARISING  PURSUANT  TO  SECTION  23  HEREOF,  UNDER NO
CIRCUMSTANCES  SHALL  VODAVI OR PARADIGM BE LIABLE TO THE OTHER FOR ANY SPECIAL,
INCIDENTAL, CONSEQUENTIAL, INDIRECT OR EXEMPLARY LOSSES OR DAMAGES PERTAINING IN
ANY WAY TO THE PRODUCTS UNDER THIS AGREEMENT.

                            (c) Balance Due at Termination  or Expiration.  Upon
the  termination  or the  expiration of this  Agreement,  Paradigm  shall pay to
Vodavi a sum equal to the total then  outstanding  balance of all of  Paradigm's
accounts with Vodavi, including,  without limitation,  all sums due for Products
ordered prior to the effective date of termination or expiration.

                            (d) Survival of Certain Obligations. Notwithstanding
any termination or expiration of this Agreement,  Paradigm shall not be relieved
of its  obligation  to pay for all  Products  ordered  prior to  termination  or
expiration,   and  neither   party  shall  be  relieved  of  its   warranty  and
indemnification obligations set forth herein.

                            (e) Events of Default.  Notwithstanding anything set
forth in this Agreement to the contrary,  the occurrence of any of the following
events  shall  be  considered  an event  of  default  hereunder  for  which  the
nondefaulting  party may  terminate  this  Agreement  upon  five (5) days  prior
written  notice to the  defaulting  party:  (a) the filing of any  voluntary  or
involuntary  petition for bankruptcy or upon any agreement  (oral or written) in
respect of any arrangement for the benefit of creditors; (b) the sale, transfer,
conveyance  or other  disposition  of either  the  capital  stock or  beneficial
interest in the party  resulting  in a "change of control" of such party,  or of
substantially  all of the  assets of such  party in any case  without  the prior
written consent of the other party, which shall not be unreasonably withheld; or
(c) with respect to Vodavi,  Vodavi's  decision to discontinue the  manufacture,
sale or distribution  of the Products or a component  necessary for the assembly
of the Products.
                                        9
<PAGE>
                  23. Indemnification.

                            (a) Indemnification by Paradigm;  Product Liability;
Distribution Activities.  Paradigm shall indemnify,  defend and hold Vodavi, its
officers,  directors,   shareholders,   employees,  agents  and  representatives
harmless for, from and against any claims,  losses, costs, damages,  expenses or
liabilities to third parties,  including,  without limitation,  any governmental
agencies (including, without limitation, reasonable attorneys' fees) arising out
of or resulting from (i) the  performance or  nonperformance  by Paradigm of any
obligation of, or agreement made by,  Paradigm  relating to its  distribution of
the  Products,  or in  connection  with  the  performance  of  its  duties  as a
distributor;  and/or (ii) any  products  liability  resulting  from an action or
omission of Paradigm, its employees, agents, representatives or customers.

                            (b)  Indemnification  by Vodavi;  Product Liability;
Intellectual  Property.  Vodavi shall indemnify,  defend and hold Paradigm,  its
officers,  directors,   shareholders,   employees,  agents  and  representatives
harmless for, from and against any claims,  losses, costs, damages,  expenses or
liabilities to third parties,  including,  without limitation,  any governmental
agencies (including, without limitation, reasonable attorneys' fees) arising out
of or resulting  from (i) any  products  liability  resulting  from an action or
omission of Vodavi, its employees,  agents or  representatives;  and/or (ii) any
suit or  proceedings  brought  against  Paradigm  to the extent it is based on a
claim that any of the Products  manufactured  and supplied by Vodavi to Paradigm
constitute a direct  infringement of a patent,  copyright or other  intellectual
property of a third person,  except where the alleged  infringement  is based on
(a) Vodavi compliance with any Product specification of Paradigm; (b) Paradigm's
use of a Product  in  combination  with any  other  product  (whether  direct or
contributory  infringement);  or (c) modification of a Product by Paradigm,  its
employees,  agents or  representatives  after the Product has been  delivered to
Paradigm.  If a suit or  proceeding is brought  against  Vodavi based on a claim
that the  applicable  Product  manufactured  and  supplied by Vodavi to Paradigm
constitutes a direct  infringement of a patent,  copyright or other intellectual
property of a third  person,  based on any of events  recited in (a), (b) or (c)
above in this Section  23(b),  Paradigm  shall  defend such claim and  indemnify
Vodavi for,  from and against  any and all  damages  and costs  awarded  against
Vodavi on the same basis as applicable to Paradigm above.  Paradigm acknowledges
and  agrees  that  Vodavi  is the  owner  of all  confidential  and  proprietary
information, software, firmware and protocols embodied in the Products (with the
exception of the Paradigm name and logo) and Paradigm  shall not take any action
or make any claims contrary thereto.

                  24.  Force  Majeure.  Neither  Paradigm  nor  Vodavi  shall be
responsible  for any loss or  damage  resulting  from any  delay or  failure  in
performing  any  provision of this  Agreement,  other than a delay or failure to
make payments  hereunder  when due, if the delay or failure  results  from:  (a)
transportation  shortages,  inadequate supply of labor, materials or energy; (b)
compliance with any law, ruling, order,  regulation,  requirement or instruction
of any  government  or any  department  or agency  thereof,  including,  without
                                       10
<PAGE>
limitation,  required payment of duties, taxes or the like; (c) acts of God; (d)
acts or omissions of the other party; or (e) fires,  strikes,  labor  slowdowns,
embargoes,  war or riot.  Any delay or failure to perform  resulting from any of
such causes shall extend performance  accordingly or excuse performance in whole
or in part, as may be necessary.

                  25.  Independent  Contractor.  Paradigm and Vodavi acknowledge
and agree that Vodavi is an independent contractor and that under this Agreement
neither Paradigm nor Vodavi shall be considered for any purpose to be the agent,
partner, franchisor, franchisee or joint venturer of the other. Nor shall Vodavi
or Paradigm have any obligation or  responsibility to act on behalf of or in the
name of the  other,  or the power or  authority  to bind the other in any manner
whatsoever.  Any representation to the contrary by Paradigm or by Vodavi, or the
employees or agents of either, shall be a material breach of this Agreement.

                  26. General Provisions.

                            (a) Further  Assurances.  Each of the parties hereto
shall execute and deliver all such other  instruments  and take all such actions
as either party may  reasonably  request from time to time of the other in order
to effectuate the purposes of this Agreement and the  transactions  provided for
herein.

                            (b)  Notices.  All  notices,  requests,  demands and
other  communications  required or permitted  under this  Agreement  shall be in
writing  and shall be deemed to have been duly  given,  made and  received  when
delivered against receipt,  twelve (12) hours after being sent by facsimile,  or
three (3) days  after  being  sent by  registered  or  certified  mail,  postage
prepaid,  return receipt requested,  addressed to the recipient's address as set
forth below:

                  Vodavi Communications Systems, Inc.
                  8300 East Raintree Drive
                  Scottsdale, Arizona 85260
                  Phone:  (602) 443-6056
                  Fax:  (602) 483-0144
                  Attn:  Vice President - New Business Development

                  Paradygm Communications Inc.
                  2100 Parklake Drive NE
                  Atlanta, Georgia 30345
                  Phone:  (770) 938-2060
                  Fax:  (770) 938-0444
                  Attn:  President
                                       11
<PAGE>
Either  party may alter the  address to which  communications  are to be sent by
giving notice of the change of address in conformity with the provisions of this
paragraph for the giving of notice.

                            (c) Binding  Nature of Agreement;  Assignment.  This
Agreement  shall be binding upon and inure to the benefit of the parties  hereto
and their  respective  successors and assigns,  except that neither party hereto
may assign or transfer its rights or obligations  under this  Agreement  without
prior written consent of the other,  and any such assignment or transfer without
such approval shall constitute a breach hereof and shall be null and void and of
no force or  effect,  and shall not convey  any  rights to or  interest  in this
Agreement.

                            (d) Entire  Agreement.  This Agreement  contains the
entire  agreement and  understanding  between the parties hereto with respect to
the  subject  matter  hereof,  and  supersedes  and is in lieu of all  prior and
contemporaneous agreements, understandings,  inducements and conditions, express
or  implied,  oral or  written,  of any nature  whatsoever  with  respect to the
subject matter hereof. The express terms hereof control and supersede any course
of performance or usage of the trade inconsistent with any of the terms hereof.

                            (e) Governing  Law. THIS AGREEMENT AND ALL QUESTIONS
RELATING TO ITS VALIDITY, INTERPRETATION,  PERFORMANCE AND ENFORCEMENT, SHALL BE
GOVERNED BY AND CONSTRUED,  INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF ARIZONA  WITHOUT  REGARD TO THE CONFLICT OF LAWS  PROVISIONS  OF
SUCH STATE.

                            (f) Remedies Cumulative.  Except as specifically set
forth  herein to the  contrary,  the  remedies of the parties  hereto under this
Agreement are cumulative  and will not preclude the recovery,  award or grant of
any other remedies to which any party may be lawfully entitled.

                            (g) Indulgences Not Waivers. Neither the failure nor
any  delay  on the part of a party  to  exercise  any  right,  remedy,  power or
privilege under this Agreement shall operate as a waiver thereof,  nor shall any
single or partial exercise of any right, remedy, power or privilege preclude any
other or further  exercise of the same or of any other right,  remedy,  power or
privilege,  nor shall any waiver of any right,  remedy,  power or privilege with
respect to any occurrence be construed as a waiver of such right,  remedy, power
or privilege with respect to any other occurrence.  No waiver shall be effective
unless it is in writing and is signed by the party asserted to have granted such
waiver.

                            (h)  Provisions  Severable.  The  provisions of this
Agreement are  independent  of and severable  from each other,  and no provision
shall be  affected or 
                                       12
<PAGE>
rendered  invalid or unenforceable by virtue of the fact that for any reason any
other or others of them may be invalid or unenforceable in whole or in part.

                            (i) Numbers of Days. In computing the number of days
for  purposes of this  Agreement,  all days shall be counted  (unless  otherwise
specified  herein),  including  Saturdays,  Sundays and holidays in the State of
Arizona; provided,  however, that if the final day of any time period falls on a
Saturday, Sunday or holiday in the State of Arizona, then the final day shall be
deemed to be the next day that is not a Saturday, Sunday or holiday in the State
of Arizona.

                            (j)  Attorneys'  Fees.  If any  action is brought to
enforce the provisions of this  Agreement,  the  prevailing  party in the action
shall be  entitled,  in  addition  to any other  relief,  to recover  reasonable
attorneys' fees and other costs and expenses incurred in the action in an amount
to be fixed and determined by the arbitrator(s) agreed upon by the parties or by
the court.

                            (k) Construction. The parties hereto acknowledge and
agree that each party has  participated  in the drafting of this  Agreement  and
that this  document has been  reviewed by the  respective  legal counsel for the
parties  hereto  and  that  the  rule of  construction  to the  effect  that any
ambiguities are to be resolved against the drafting party will not be applied to
the interpretation of this Agreement.  No inference in favor of, or against, any
party  shall be drawn  from the fact  that one  party has  drafted  any  portion
hereof. The headings in this Agreement are inserted for convenience only, and do
not define, limit, or expand the intent, scope or meaning of this Agreement.

                            (l) Amendment. This Agreement may only be amended or
modified by written agreement signed by all of the parties hereto.

                  IN WITNESS WHEREOF,  the parties have caused this Agreement to
be executed and delivered by their proper and duly authorized representatives as
of the date first above written.

                                        VODAVI COMMUNICATIONS SYSTEMS, INC.

                                        By:  /s/ Larry Steinmetz
                                        Name:  Larry Steinmetz
                                        Its: President

                                        PARADYGM COMMUNICATIONS INC.

                                        By: /s/ R.C. Patel
                                        Name: R.C. Patel
                                        Its: Chairman
                                       13