OEM PURCHASE AGREEMENT


This OEM  Purchase  Agreement  ("Agreement")  is made  effective as of April 11,
1997, by and between Santa Barbara Connected Systems Corporation,  DBA Connected
Systems, ("Connected Systems"), located at 126 West Figueroa St., Santa Barbara,
California 93101 and Enhanced  Systems Inc., of 6961 Peachtree  Industrial Blvd,
Norcross, Georgia 30092 ("Buyer").

WHEREAS,   Connected  Systems  offers  the  products   described  in  Exhibit  D
(collectively "Product") for resale directly or indirectly to current and future
customers; and

WHEREAS,  Buyer desires to purchase such Product and services,  including  those
described  in  Section  8, and any  future  products  and  services  offered  by
Connected Systems during the term of this Agreement for Buyer's use;

WHEREAS,  Buyer is in the  business of providing  such  Products to customers as
Buyer determines;

NOW, THEREFORE,  in consideration of the promises set forth below, and for other
good and valuable consideration, the parties hereby agree as follows:

1. PURCHASE AND RESALE

         1.1      During the term of this Agreement, Connected Systems agrees to
                  sell to Buyer and  Buyer  agrees to  purchase  from  Connected
                  Systems  Product and  options as stated in Exhibit D.  Product
                  pricing  is shown in  Exhibit A and shall be based on  Buyer's
                  estimated  purchase  quantities  based  on  the  Buyer's  best
                  efforts sales activity. Exhibit A shall be replaced by updated
                  price  lists or  product  descriptions  as agreed by Buyer and
                  Connected Systems during the term of this Agreement. Successor
                  products which replace or supersede  products named in Exhibit
                  A shall  be  incorporated  herein  upon  notice  by  Connected
                  Systems   of  their   availability.   Buyer   shall   issue  a
                  non-cancelable   initial  purchase  order  of  500  units  for
                  Product,  to be delivered in minimum  quantities  of 250 units
                  each during the first two quarters of the first Contract Year.
                  The initial Purchase Order shall be issued upon signing of the
                  Agreement.  Buyer shall issue a second purchase order for 1000
                  units upon signing of the  Agreement.  The delivery  dates for
                  this order shall be  established  within six months of signing
                  of the Agreement.  Connected  Systems and Buyer agree that the
                  both purchase orders are dependent upon satisfactory technical
                  performance  and  the  product  successfully  passing  Buyer's
                  evaluation  that hardware and software meet the  specification
                  in Exhibit A. Both parties also agree that Buyer's obligations
                  under the  second  purchase  order is  subject  to  acceptable
                  product   performance  and  competitive  product  pricing  and
                  features.

         1.2      Connected Systems grants to Buyer the  non-exclusive  right to
                  resell,  lease,  distribute and otherwise  dispose of Products
                  purchased hereunder in any country throughout the world either
                  directly to end users or  indirectly  through  third  parties,
                  including  resellers,  distributors,  prime contractors and/or
                  joint venture companies.

OEM Purchase Agreement -C- Page 1                  Connected Systems Corporation
                                                    Proprietary and Confidential
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         1.3      Connected  Systems  further  grants to Buyer a  non-exclusive,
                  paid-up,  worldwide license to modify,  translate,  reproduce,
                  and   distribute    copies   of   Connected    Systems'   user
                  documentation,   service  and  maintenance  manuals,  training
                  materials,  and promotional and advertising  materials for the
                  Products in connection with the use,  marketing,  distribution
                  and  support  of the  Products  by  Buyer  and its end  users,
                  resellers  and  authorized  service  representatives.   Seller
                  agrees to update documentation on an as needed basis.

2.       ORDERS

         2.1      Buyer will place orders for the  delivery of Products  using a
                  purchase  order  with  terms  as  stated  in  this  Agreement.
                  Connected  Systems  will  confirm  its  acceptance  of Buyer's
                  orders in writing  within seven (7) days after  receipt.  Each
                  such  purchase  order  shall set the  product  types,  release
                  dates,  and  shipping  method  of  Products   required  to  be
                  purchased  under this  Agreement and shall be accompanied by a
                  rolling 12-month forecast of Buyer's need for Products.

         2.2      Any  terms  or  conditions  of any  purchase  order  or  other
                  document submitted by Buyer or any acknowledgment,  invoice or
                  other document  submitted by Connected  Systems which conflict
                  with or  purport to amend or  supplement  any of the terms and
                  conditions  of this  Agreement  shall be of no force or effect
                  unless agreed upon in writing by Buyer and Connected Systems.

         2.3      All orders placed for non-recurring  engineering charges shall
                  be due and  payable thirty days after  the  completion  of the
                  requested  work,   without  regard  to  other  obligations  of
                  Connected Systems under this Agreement.

3.       DELIVERY AND ACCEPTANCE

         3.1      Connected  Systems  will ship the Products any time within the
                  Contract Year one hundred twenty (120) days following  receipt
                  of Buyer's  order.  Connected  Systems  will provide a written
                  acknowledgement  of Buyers  order within ten (10) working days
                  of  receipt.  Buyer will have the  ability to change or cancel
                  the purchase  orders if Connected  Systems cannot meet the 120
                  day   delivery   date.   If  shipment  is  delayed   past  the
                  acknowledged  on-board date,  then  Connected  Systems will be
                  liable to pay the difference  between  ground/sea  freight and
                  air freight if  requested  by Buyer.  If  requested  by Buyer,
                  Connected  Systems  will  make  reasonable   efforts  to  ship
                  Products  sooner than the lead time  specified in this Section
                  and to accommodate revised purchase orders involving increases
                  in volume or changes in type of Products ordered. Buyer agrees
                  to  reimburse  any charges  incurred by  Connected  Systems in
                  accepting  such  requests from Buyer if approved in writing by
                  Buyer.  After  delivery  of the first 500 units,  the  minimum
                  purchase  release  under  this  agreement  shall be fifty (50)
                  items or $25,000 per shipment, whichever is greater.

OEM Purchase Agreement -C- Page 2                  Connected Systems Corporation
                                                    Proprietary and Confidential
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         3.2      All shipments by Connected  Systems under this Agreement shall
                  be delivered F.O.B. Connected Systems' manufacturing facility.
                  Title  and risk of loss  shall  pass to Buyer at the  point of
                  shipment.  Products  will be packed for  shipment  in a manner
                  reasonably  designed to prevent  damage during normal  surface
                  transport.  Charges for any special  packaging will be paid by
                  Buyer.  Products will be shipped in  accordance  with shipping
                  instructions  provided  by Buyer  or to  Buyer at its  address
                  stated above in the absence of shipping instructions.

         3.3      Buyer may  perform  an  incoming  inspection  of the  Products
                  within  twenty  (20)  days of  receipt  of  Product.  If Buyer
                  determines  as a result of such  inspection  that a Product is
                  defective,  Buyer  may  reject  the  Product  and  return  the
                  rejected Product to Connected Systems. Connected Systems shall
                  use its best  efforts to replace the rejected  Product  within
                  ten (10)  working  days of its  return to  Connected  Systems.
                  Connected  Systems  will  pay  the  shipping  charges  for any
                  defective  products  returned to  Connected  Systems.  Payment
                  shall not affect Buyer's right to reject a defective  Product.
                  All other Product  returns shall be handled under the warranty
                  procedures in this agreement.

         3.4      Any  products  determined  to be  defective  in  materials  or
                  workmanship   and   not   to   conform   to   the   applicable
                  specifications  upon  receipt  at Buyer  will be  repaired  or
                  replaced, at Connected Systems option,  through one or more of
                  the  following  options:  (i)  by  Connected  Systems,  at its
                  expense,  upon return of any  defective  products to Connected
                  Systems;  (ii) by  Connected  Systems  appointment  of a third
                  party  contractor  to correct any such  discovered  defects at
                  Connected  Systems expense;  (iii) by Buyer, at its respective
                  facilities,  at a  mutually  agreed  upon  price to be paid by
                  Connected Systems.

         3.5      If  requested by Connected  Systems,  Buyer shall  acknowledge
                  acceptance of each shipment in writing, via facsimile,  within
                  two (2) days of receipt of each such shipment. Each acceptance
                  shall state the quantity received,  and reference the Purchase
                  Order  issued  by  Buyer.   Such  acceptance   represents  the
                  confirmation  of the delivery of the Product(s)  stated in the
                  associated invoice,  but shall not affect the Buyer's right to
                  reject such Product due any defects found.

4.       RESCHEDULING AND CANCELLATION

         4.1      Upon written  notice to Connected  Systems and at least ninety
                  (90) days prior to the scheduled  date of shipment,  Buyer may
                  reschedule  the  delivery  of any  Products  ordered  by Buyer
                  without charge. Rescheduling of delivery on shorter notice may
                  be subject to a fee not to exceed 20% of the selling  price to
                  Buyer (after  discount).  If any  inventory  for such Products
                  will not be used in the normal  course of  Connected  Systems'
                  business within one hundred and eighty days, Connected Systems
                  may  additionally  invoice  Buyer  for the cost of the  unsold
                  material, which shall become the property of Buyer.

OEM Purchase Agreement -C- Page 3                  Connected Systems Corporation
                                                    Proprietary and Confidential
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5.       PRICES AND DISCOUNT DETERMINATION

         5.1      The initial prices for the Products are set forth in the price
                  list attached as Exhibit A. Such prices shall not be increased
                  during the first Contract Year of this Agreement.  Thereafter,
                  Connected  Systems  prices  may be  amended  upon one  hundred
                  twenty (120) days prior written  notice to Buyer.  No increase
                  in  prices  will  apply to items for  which  orders  have been
                  accepted by Connected Systems before the effective date of the
                  change.

         5.2      Buyer will have the  benefit  of any  reduction  in  published
                  prices or increase in published  discounts for orders accepted
                  but not shipped before the effective date of such change.

6.       TAXES

         6.1      Buyer will pay any sales,  use,  import or similar taxes which
                  may be  levied  upon the sale,  License,  or  transfer  of the
                  Products  from  Connected  Systems  to  Buyer  and  which  are
                  separately itemized on Connected Systems' invoice,  except for
                  any tax assessed upon Connected  Systems' income.  Buyer shall
                  also  pay any such  taxes  which  may be  levied  against  the
                  Products or the  ownership or use thereof  following  the sale
                  thereof to Buyer.

         6.2      Connected  Systems will be  responsible  for import duties for
                  product shipped to a United States location.

7.       PAYMENT

         7.1      Connected  Systems shall invoice Buyer for Product not earlier
                  than the date of shipment.  Buyer shall pay amounts due within
                  thirty (30) days of invoice date.

         7.2      Buyer shall pay invoices according to the payment instructions
                  on such  invoices or other written  instructions  signed by an
                  officer of the Connected Systems.

8.       NON RECURRING ENGINEERING CHARGES

         8.1      A Non Recurring  Engineering  Charge of not more than $30,000,
                  subject to review when  custom  specifications  are  complete,
                  shall be charged to adapt the Product to Buyer's  requirements
                  and support testing and production startup.  Connected Systems
                  will  also  provide  system  integration  support  of  Buyer's
                  porting  efforts.  Payments  shall be made upon the  following
                  schedule:

<TABLE>
                  <S>                                                         <C>             <C>
                  Event                                                       Amount          Target Date

                  Letter of Intent                                            none            March 11,1997
</TABLE>

OEM Purchase Agreement -C- Page 4                  Connected Systems Corporation
                                                    Proprietary and Confidential
<PAGE>
<TABLE>
                  <S>                                                         <C>             <C>
                  One diskless, two disk-based standalone Dolphin             cost price      April 14, 1997
                  systems delivered for internal Buyer test

                  Custom specifications for Dolphin board and EVP             $10,000         April 22, 1997
                  software integrated into Vodavi V.xxx complete

                  Field trial analog standalone systems ready for             none            to be determined
                  delivery by Connected Systems                                               ----------------

                  Sample Dolphin digital standalone systems                   $10,000         to be determined
                  delivered for internal Buyer test                                           ----------------

                  Field trial completion of digital standalone systems        $10,000         to be determined
                                                                                              ----------------
</TABLE>

         Note  that the price of Field  Trial  systems  will be higher  than the
         prices in Exhibit A.

9.       PRODUCT MODIFICATION AND DISCONTINUANCE

         9.1      Connected Systems shall give Buyer written notice of Connected
                  Systems'  intent to  discontinue or modify any Product as soon
                  as is reasonably practicable and in any event at least six (6)
                  months in advance of any Product  discontinuance  and at least
                  three  (3)  months in  advance  of any  Product  modification.
                  Within sixty (60) days after receiving such notice,  Buyer may
                  order the  Product  being  discontinued  or in its  unmodified
                  form, as the case may be, in quantities of Buyer's choosing up
                  to 100% of Buyer's  purchases of such  Product  during the six
                  (6) month period prior to receipt of such notice. In the event
                  Buyer  requests the right to purchase in excess of such amount
                  or to continue purchasing the Product being discontinued or in
                  its unmodified form, the parties shall negotiate in good faith
                  applicable terms, conditions and prices.

         9.2      Notwithstanding   any   termination   or  expiration  of  this
                  Agreement,  Connected  Systems  shall make  available to Buyer
                  spare parts and maintenance services as set forth herein for a
                  period of three (3) years from the date of  discontinuance  of
                  Products on a model-by-model  basis or for a period of one (1)
                  year  from  the  date of  termination  or  expiration  of this
                  Agreement, whichever occurs first.

         9.3      Upon sixty (60) days prior written notice to Buyer,  Connected
                  Systems may make  changes in the  Products  that do not affect
                  the form, fit or function (including  interoperability) of the
                  Products,  or as  required  by  law  or  concerns  of  safety;
                  provided,  however,  that if Connected  Systems  makes changes
                  required by law or concerns of safety and such changes  affect
                  the form,  fit or  function  of the  Products,  then Buyer may
                  cancel any  orders for such  Products  without  liability.  No
                  notice  period  shall be  required  for changes  requested  by
                  Buyer.

         9.4      Buyer may propose Product modifications or changes by means of
                  written  requests  to  Connected  Systems.  Connected  Systems
                  agrees to consider  such requests in good faith and to respond
                  thereto in writing,  including estimated  development time and
                  cost if applicable,  within a reasonable time after receipt of
                  the request. Any modifications or

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<PAGE>
                  changes that are agreed to between the parties will be subject
                  to execution of a written  agreement setting forth the details
                  of the  financial  arrangements,  development  schedules,  and
                  other applicable terms and conditions.

10.      SOFTWARE LICENSE

         10.1     Computer programs  provided by Connected Systems  constituting
                  or   incorporated   in  Products,   together   with   updates,
                  enhancements,  and new releases or versions  thereof  provided
                  hereunder  (collectively  "Software"),  are  provided to Buyer
                  under  a  non-exclusive   worldwide  license  subject  to  the
                  following terms:

         10.2     Buyer shall have the right to use the  Software in  connection
                  with the Products for internal purposes including  maintenance
                  of the  Products,  and to authorize  end users,  resellers and
                  authorized  service  representatives  to use the  Software for
                  maintenance of the Products.

         10.3     Buyer shall have the right to use the Software to  demonstrate
                  and  market  the  Products  and to  distribute  copies  of the
                  Software  to end  users in  object  form  either  directly  or
                  indirectly through others as part of the Products. Buyer shall
                  require  that  such  end  users  agree  to  protect  Connected
                  Systems'   intellectual   property   rights  in  the  software
                  substantially  as  set  forth  in  this  Agreement.  Connected
                  Systems will provide  Buyer with an approved form to be signed
                  by end users providing such protection.

         10.4     Buyer  shall  have the right to  reproduce  the  Software  for
                  distribution  with Products and to make a reasonable number of
                  copies of the Software for backup or archival purposes.

         10.5     Buyer  shall not have the right to modify,  reverse  engineer,
                  decompile,  or make other  translations of the Software except
                  as permitted by applicable law and shall not have the right to
                  disclose the Software except as permitted herein.

         10.6     Buyer shall have the right to transfer a licensed  copy of the
                  Software to a third party  provided  Buyer does not retain any
                  copies of such  licensed  copy and the third  party  agrees to
                  abide  by the  terms  and  conditions  of  this  license.  All
                  Software  must be  transferred  upon a change  in title of any
                  hardware in which it was installed.

         10.7     Buyer shall comply with the terms of software  sub-licenses by
                  Connected  Systems from third parties.  Connected  Systems has
                  licensed,  and may  continue to license,  software  from third
                  parties and Buyer  acknowledges this Agreement governs Buyer's
                  usage  of  any  and  all  third  party  software.   Copies  of
                  sub-licenses  for  third-party  software  will be available to
                  Buyer at Buyer's request.

         10.8     The Software may be copyrighted  and is licensed (not sold) to
                  Buyer and  ownership  is not  transferred.  Buyer  agrees that
                  Connected Systems or Connected  Systems'  licensors retain the
                  entire right and title to the Software.

         10.9     Notwithstanding   any   termination   or  expiration  of  this
                  Agreement,  Buyer's end user customers  shall be permitted the
                  continued and uninterrupted use of the Software

OEM Purchase Agreement -C- Page 6                  Connected Systems Corporation
                                                    Proprietary and Confidential

<PAGE>
                  pursuant to the terms of their sublicenses,  and Buyer and its
                  resellers and authorized service  representative  shall retain
                  the right to use the  Software to support  end user  customers
                  and to distribute  error  corrections and other updates to the
                  Software   provided  as  part  of   post-termination   support
                  hereunder.

         10.10    Connected  Systems  and all  third  party  software  providers
                  DISCLAIM ALL  WARRANTIES  WITH RESPECT TO THE USE OF ANY THIRD
                  PARTY SOFTWARE INCLUDING  (WITHOUT  LIMITATION) ANY WARRANTIES
                  OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE and the
                  liability  allowed by any third  party  software  provider  is
                  limited to that  amount  which the end user paid for the third
                  party software.

11.      REPRESENTATIONS AND WARRANTIES

         11.1     Connected Systems represents and warrants to Buyer that:

         11.2     Connected  Systems  has the full right and power to enter into
                  this  Agreement and to grant the rights and licenses set forth
                  herein;

         11.3     Connected Systems provides absolute  representation that title
                  to all Products  delivered to Buyer under this Agreement shall
                  be free and clear of all liens, encumbrances and other claims,
                  and  there  are  no  claims  or   judicial   or   governmental
                  determinations  that the Products  infringe any patent  rights
                  copyrights,  trade secrets or intellectual  property rights of
                  any third party;

         11.4     The Products, when delivered,  will comply with all applicable
                  laws and  regulations of the United States and other countries
                  specified in the product specification  governing the Products
                  and the use thereof,  including  without  limitation  laws and
                  regulation  governing radio frequency  emissions,  safety, and
                  connection to  telecommunications  facilities.  If any Product
                  does not  comply  with  such laws and  regulations,  Connected
                  Systems will promptly  modify such Product so that it complies
                  or replace it with a Product  that does comply at no charge to
                  Buyer; and

         11.5     Connected  Systems has  obtained  or will obtain  homologation
                  approval  for the  Products  in the  countries  identified  in
                  Exhibit B. For  countries in which  Connected  Systems has not
                  yet obtained homologation  approval,  Connected Systems agrees
                  to obtain  homologation  approval at Buyer's  sole  expense in
                  response to Buyer's reasonable request and forecast and within
                  a  reasonable  time.  Connected  Systems  agrees  to make  any
                  Product  modifications  that may be  required  to obtain  such
                  approval.   Buyer  agrees  to  provide  reasonable  logistical
                  support.  Connected  Systems  agrees  to  extend  to Buyer all
                  rights  of   homologation   obtained  by  Connected   Systems.
                  Connected Systems and Buyer agree that  homologation  approval
                  may necessitate an increase in Product costs due to changes in
                  hardware, components or other substantial modifications.

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                                                    Proprietary and Confidential

<PAGE>
12.      QUALITY AND INTEROPERABILITY

         12.1     Connected  Systems agrees to comply with its internal  quality
                  standards  as  communicated  to Buyer and updated from time to
                  time,  to  maintain  a  functioning  quality  system  for  the
                  specification,   design,  manufacture  and  test  of  Products
                  supplied   hereunder,   to  maintain   objective  evidence  of
                  compliance  with  its  quality  system,  and  to  supply  such
                  evidence to Buyer upon  request.  Upon  reasonable  notice and
                  during  normal  business  hours,  Buyer may conduct an on-site
                  quality system audit of Connected  Systems'  quality system at
                  Buyer's expense.

         12.2     During the term of this Agreement, Buyer and Connected Systems
                  agree to work together to ensure  interoperability among their
                  products and their successors as applicable.

13.      PRODUCT WARRANTY

         13.1     Connected Systems warrants to Buyer and Buyer's customers that
                  the  Product  will be  free  from  defects  in  materials  and
                  workmanship  and that the  Software  will conform to Connected
                  Systems'  documentation  for a period of sixteen  (16)  months
                  from the date of delivery  to Buyer.  This  warranty  excludes
                  damage incurred in shipment or caused by misuse,  unauthorized
                  alteration,   power  quality,   lightning,   improper  repair,
                  maintenance,  assembly,  packing by Buyer or otherwise  out of
                  the control of Connected  Systems.  Connected Systems does not
                  warrant  that  the   operation   of  the   Software   will  be
                  uninterrupted or error-free.  Buyer may add options designated
                  by Connected  Systems  using  Connected  Systems' then current
                  guidelines and procedures,  which if followed,  shall not void
                  Connected  Systems'  warranty.  Connected Systems shall not be
                  responsible for any costs,  including diagnostic costs related
                  to any Buyer installed options.

         13.2     If Buyer  upon  inspection  notifies  Connected  Systems  of a
                  defect  rate in a  hardware  Product  that  exceeds a mutually
                  agreed level, Buyer shall at Connected Systems' option, either
                  return the whole lot (in which this  defect  rate was  found),
                  or,  after  screening  the  whole  lot  at  Connected  Systems
                  expense, return just the defective units of Product.

         13.3     Upon  notification to Connected Systems of a Software error in
                  a Product within the warranty period,  Connected  Systems will
                  correct the error and deliver  corrected  Software to Buyer in
                  accordance with Exhibit C of this Agreement.

14.      EXCLUSIONS AND LIABILITY LIMITATIONS

         14.1     THE WARRANTIES  CONTAINED IN THIS AGREEMENT ARE IN LIEU OF ALL
                  OTHER  WARRANTIES  WITH  RESPECT  TO  THE  PRODUCTS,   WHETHER
                  EXPRESS, IMPLIED OR STATUTORY,  INCLUDING, WITHOUT LIMITATION,

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                                                    Proprietary and Confidential
<PAGE>
                  THE IMPLIED  WARRANTIES OF  MERCHANTABILITY  AND FITNESS FOR A
                  PARTICULAR PURPOSE.

         14.2     IN NO EVENT  SHALL  EITHER  PARTY BE LIABLE  FOR ANY  SPECIAL,
                  INCIDENTAL,  INDIRECT,  OR CONSEQUENTIAL  DAMAGES, OR FOR LOST
                  PROFITS  OR  REVENUES,  OR FOR LOSS OF DATA  FROM  ANY  CAUSE,
                  WHETHER  OR NOT SUCH PARTY HAS  NOTICE OF THE  POSSIBILITY  OF
                  SUCH DAMAGES OR LOSSES.

15.      TRADEMARKS AND TRADE NAMES

         15.1     Connected   Systems  does  not  grant  to  Buyer  and  Buyer's
                  resellers the right to use the  trademarks  and/or trade names
                  of the Products in connection  with the sale,  offer for sale,
                  and support of the Products. Buyer shall have the right in its
                  discretion  to private  label or co-label  the  Products  with
                  trademarks and/or trade names of Buyer's choosing.

16.      INTELLECTUAL PROPERTY INFRINGEMENT

         16.1     Connected  Systems  will,  at its own  expense,  defend  Buyer
                  against any suit  brought  against  Buyer based on the grounds
                  that the Product  infringes any patent,  trade secret or other
                  intellectual   property  right  of  any  third  party  ("Buyer
                  Indemnified Right"), and will pay all damages and costs that a
                  court or  arbitration  awards against  Connected  Systems as a
                  result of such claim and all  amounts  paid in  settlement  of
                  such claim,  provided that Buyer gives  Connected  Systems (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 Connected  Systems'  expense)
                  excluding  time spent by employees or consultants of Buyer) to
                  handle the defense and settlement thereof.  Should the Product
                  become  the  subject  of a claim  of  infringement  of a Buyer
                  Indemnified  Right,  Connected  Systems shall,  at its option,
                  either: (a) procure for Buyer the right to continue using such
                  Product or (b) modify such Product to make it non-infringing.

         16.2     Buyer  will,  at its own  expense,  defend  Connected  Systems
                  against any suit brought  against  Connected  Systems based on
                  the grounds that Buyer's modifications to the Product infringe
                  any patent, trade secret or other Intellectual  Property Right
                  of any third party ("Connected  Systems  Indemnified  Right"),
                  and will pay all damages and costs that a court or arbitration
                  awards against Connected Systems as a result of such claim and
                  all amounts paid in  settlement  of such claim,  provided that
                  Connected  Systems  gives  Buyer (i) the sole  right to defend
                  and/or settle the claim,  and (ii) all reasonable  information
                  and  assistance (at Buyer's  expense)  excluding time spent by
                  employees or consultants  of Connected  Systems) to handle the
                  defense and settlement  thereof (iii) prompt written notice of
                  any claims.

         16.3     Connected Systems hereby represents that the licensed programs
                  and developed programs do not infringe any patent,  copyright,
                  trade secret or other Intellectual Property Right of any third
                  party.

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                                                    Proprietary and Confidential
<PAGE>
         16.4     Connected  Systems  is not by  this  agreement  or by  selling
                  Product  to Buyer  granting  any  license of any rights to any
                  patents  or  trade  secrets  for   applications  of  Connected
                  Systems' Products.

         16.5     Buyer will indemnify and hold Connected  Systems harmless from
                  any loss,  damage,  or liability  arising in  connection  with
                  Buyer's improper or unauthorized use of Product.

17.      CONFIDENTIAL INFORMATION

         17.1     Each  party  acknowledges  that in the  course  of  conducting
                  business under this Agreement,  it may obtain information from
                  the other party  which is of a  confidential  and  proprietary
                  nature    ("Confidential    Information").    Provided    such
                  Confidential  Information  is clearly  marked as  confidential
                  when  disclosed,  or if  orally  disclosed  is  identified  as
                  confidential  when  disclosed  and is  summarized  in  writing
                  within twenty (20) days after  disclosure,  such  Confidential
                  Information  shall be subject to the terms of this Section 17.
                  Confidential  Information may include,  but is not limited to,
                  trade secrets, know-how,  inventions,  techniques,  processes,
                  programs,   schematics,   data,  customers  lists,   financial
                  information and sales and marketing plans.

         17.2     For a  period  of  three  (3)  years  following  the  date  of
                  disclosure,  the  receiving  party  agrees  that it will  take
                  reasonable   steps  to  avoid   disclosure   of   Confidential
                  Information  or  use  of  documents  containing   Confidential
                  Information   without  the  prior   written   consent  of  the
                  disclosing  party,  except (i) as permitted by this Agreement,
                  and (ii) to operate,  maintain,  and support the  Products and
                  have such activities performed by others.  Neither party shall
                  disclose  Confidential  Information to any person except those
                  of  its  employees,  resellers,   consultants  and  authorized
                  service  representatives  who need to know  such  Confidential
                  Information  and who have  agreed in writing  to protect  such
                  Confidential   Information  as  required  by  this  Agreement.
                  Promptly  upon  request  following  the  termination  of  this
                  Agreement,  each party shall return all documents  provided by
                  the disclosing party that contain Confidential Information and
                  all copies  thereof,  except that Buyer may retain such copies
                  of the  Connected  Systems'  Confidential  Information  as are
                  reasonably  necessary  to  enable  Buyer  and  its  resellers,
                  consultants and authorized service representatives to operate,
                  maintain, or support Products purchased under this Agreement.

         17.3     Neither  party shall  publicly  disclose the existence of this
                  Agreement  without the consent of the other party, and neither
                  party shall disclose the specific terms and conditions of this
                  Agreement except by written  agreement  between the parties or
                  as required by law or court order.

         17.4     The obligations of confidentiality set forth in this Agreement
                  shall not apply to  information  which  (i)  becomes  publicly
                  available through no act of the recipient; (ii) is required to
                  be disclosed by law or court order; (iii) was previously known
                  at the time of its receipt without similar restrictions;  (iv)
                  is  released  from the  provisions  of this  Agreement  by the
                  disclosing  party;  (v) is provided  to a third party  without
                  similar  restrictions on disclosure;  or (vi) is independently
                  developed by the receiving party.

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                                                    Proprietary and Confidential
<PAGE>
18.      TERM AND TERMINATION

         18.1     The initial term of this Agreement  shall expire after two (2)
                  Contract Years,  unless sooner  terminated as provided herein.
                  Thereafter  this  Agreement  shall  renew   automatically  for
                  additional  terms of one (1) year each  unless  terminated  by
                  notice as set forth  herein not less than one  hundred  eighty
                  (180) days prior to the expiration  date of the initial or any
                  additional  term or unless  otherwise  terminated  as provided
                  herein.

         18.2     Either party may terminate this Agreement by written notice to
                  the other party upon the  occurrence  of any of the  following
                  events:  (i) the other  party  files a  voluntary  petition in
                  bankruptcy or for similar relief; (ii) an involuntary petition
                  in  bankruptcy  is filed  against  the other  party and is not
                  dismissed  within sixty (60) days of filing;  (iii) a receiver
                  is  appointed  for  the  other  party,  and  if  involuntarily
                  appointed is not dismissed within sixty (60) days; or (iv) the
                  other party makes an assignment for the benefit of creditors.

         18.3     Either party may terminate this Agreement by written notice if
                  the  other  party  fails  to  substantially  comply  with  any
                  material  terms or conditions  of this  Agreement and fails to
                  cure such  default  within  sixty (60) days  after  receipt of
                  written notice from the  non-defaulting  party  specifying the
                  nature of the default and  stating an intent to  terminate  if
                  the default is not cured within such time  period.  This right
                  of termination  shall be without  prejudice to any other right
                  or remedy available to the non-defaulting party.

         18.4     Neither  party  shall be  liable  to the other or to any third
                  party by reason of the rightful  termination  or expiration of
                  this Agreement as provided herein.

         18.5     In the event Connected  Systems accepts any order for Products
                  after the  termination  or expiration of this  Agreement,  the
                  terms and  conditions  of this  Agreement  will  apply to such
                  order as if it were still in effect.

         18.6     Upon termination or expiration of this Agreement,  Buyer shall
                  have the right to dispose of any inventory of Products then in
                  Buyer's possession and to license any associated  Software for
                  use in connection therewith as provided herein.

         18.7     Termination or expiration of this Agreement  shall not relieve
                  either  party of such  obligations  as are intended to survive
                  termination  or  expiration,  including  but  not  limited  to
                  Sections 9.2,  10.9,  11, 13, 14, 15, 16, 17, 18.5,  18.6, 21,
                  and 22, which will survive  termination  or expiration for any
                  reason.

19.      MAINTENANCE SERVICES

         19.1     Connected  Systems agrees to provide  maintenance  and support
                  services to Buyer with respect to the Products pursuant to the
                  separate    maintenance   and   support   agreement   executed
                  concurrently herewith attached hereto as Exhibit C.

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                                                    Proprietary and Confidential
<PAGE>
20.      TRAINING

         20.1     Connected  Systems shall make  available to Buyer  appropriate
                  technical and sales training courses and materials relating to
                  the  Products.  Training  courses  shall  be held  at  Buyer's
                  location in the continental  United States,  unless  otherwise
                  agreed,   at  mutually  agreed  dates  and  times,  and  shall
                  comprehensively address the demonstration, sales, installation
                  and  support  of the  Product  and such  other  aspects of the
                  Product and Connected  Systems and Buyer shall mutually agree.
                  Buyer shall bear all expenses incurred by Buyer's personnel to
                  attend  such  training.  Buyer  has no  obligation  to  create
                  training courses as a result of this agreement.

         20.2     All training  subsequent to the initial  training will be made
                  at Connected Systems' then current rates.

21.      ESCROW

         21.1     Connected Systems agrees to place the  Manufacturing  drawings
                  and Source Code for the  Software in escrow.  Buyer shall have
                  the right to obtain within 10 days written notice the drawings
                  or source  code from escrow  pursuant to the escrow  agreement
                  and to use the  drawings  or source  code for the  purpose  of
                  manufacturing  the product and supporting and  maintaining the
                  Software and enhancing  the Software as  necessary.  Connected
                  Systems  shall  have no  obligation  to  deposit  into  escrow
                  technology owned by other parties.

22.      ARBITRATION

         22.1     In the event of any  controversy  under  this  Agreement,  the
                  parties   shall   attempt  in  good  faith  to  resolve   such
                  controversy by negotiation,  mediation,  or other informal and
                  inexpensive methods of dispute resolution. Any controversy not
                  successfully  resolved  in such a manner  shall be  settled by
                  binding   arbitration   in  accordance   with  the  Commercial
                  Arbitration Rules of the American Arbitration Association by a
                  panel of three (3) arbitrators.  Any such arbitration shall be
                  held in Santa  Barbara,  California.  Judgement upon the award
                  rendered by the Arbitrators may be entered in any court having
                  jurisdiction thereof.

23.      EXPORT

         23.1     Buyer agrees to comply with all applicable export control laws
                  and regulations of the United States  Government and to obtain
                  any required  export licenses in connection with the export of
                  Products or  technical  data  supplied by  Connected  Systems.
                  Connected  Systems agrees to provide such  assistance as Buyer
                  reasonably  requests  to enable  Buyer to obtain any  required
                  export licenses.

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                                                    Proprietary and Confidential
<PAGE>
24.      FORCE MAJEURE

         24.1     Each  party  shall  be  excused  for  delays  or  failures  in
                  performance  of this  Agreement to the extent that such delays
                  or  failures  result  from any  cause  beyond  the  reasonable
                  control of such  party,  including,  by way of example and not
                  limitation,  delays  caused by the other  party,  acts of God,
                  strikes  and other  labor  disputes,  Government  regulations,
                  public  disorder,  and  catastrophes  such as  fire,  flood or
                  explosion

25.      GENERAL

         25.1     Neither  party may assign this  Agreement or any rights herein
                  without the prior written consent of the other party except to
                  a  subsidiary  or  to  a  company  with  which  it  merges  or
                  consolidates or which acquires more than 50% of its assets.

         25.2     Failure or delay on the part of either  party to exercise  any
                  right,  power or  privilege  or  remedy  hereunder  shall  not
                  constitute  a waiver  thereof.  A waiver of default  shall not
                  operate  as a waiver of ANY other  default or of the same type
                  of default on future occasions.

         25.3     All  notices  and  other  communications  pertaining  to  this
                  Agreement shall be in writing and shall be deemed to have been
                  given by a party hereto if  personally  delivered to the other
                  party or if sent by certified mail, return receipt  requested,
                  postage  prepaid  or  by  overnight  courier  with  restricted
                  delivery.  A notice sent by certified  mail shall be deemed to
                  be given on the fifth  business day after the mailing  date; a
                  notice sent by overnight  delivery  shall be deemed given when
                  delivery is  confirmed  to the party  below.  Either party may
                  change its address from time to time by giving  notice to that
                  effect as  provided  herein.  Notices  shall be  addressed  as
                  follows and if two addresses are shown below,  notices must be
                  made to both addresses:

         To Connected Systems:
         Connected Systems Corporation
         126 West Figueroa St
         Santa Barbara   CA  93101

         Attention:  Chief Financial Officer

         With an additional copy to:
         Michael Pfau
         Reiker, Cough, Pfau & Pyle LLP
         1421 State St
         PO Box 14470
         Santa Barbara, CA  93102-1470

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                                                    Proprietary and Confidential
<PAGE>
         To Buyer:
         Enhanced Systems, Inc.
         6961 Peachtree Industrial Blvd
         Norcross Georgia 30092
         Attn.:  President

         25.4     If any portion of this Agreement is held invalid,  the parties
                  agree that such  invalidity  shall not affect the  validity of
                  the  remaining  portions  of this  Agreement,  and the parties
                  further agree to make reasonable efforts to substitute for the
                  invalid  provision  a  mutually-agreed   provision  that  most
                  closely approximates the intent of the invalid provision.

         25.5     Neither party is an agent or employee of the other party,  and
                  neither party has any authority to bind the other party to any
                  agreement or obligation.  Each party shall  indemnify and hold
                  the other party  harmless  from any and all  claims,  actions,
                  suits, costs,  damages and liabilities,  including  attorneys'
                  fees,  arising  out  of  actions  or  failure  to  act  by the
                  indemnifying party, including without limitation any violation
                  of federal, state or local laws, ordinances, or regulations.

         25.6     This  Agreement and the rights and  obligations of the parties
                  hereunder shall be governed in all respects by the laws of the
                  State of  California,  U.S.A.,  as such  laws are  applied  to
                  contracts between California  residents entered into and to be
                  performed entirely within California. The state courts located
                  in Santa Barbara County,  California and the federal courts of
                  the  Central  District  of  California  shall  have  exclusive
                  jurisdiction over any disputes arising out of or in connection
                  with this  Agreement,  and both parties  hereby  submit to the
                  jurisdiction of such courts.

         25.7     No action, regardless of form, arising out of the transactions
                  under this Agreement, may be brought by either party more than
                  two (2) years after the cause of action occurs. The prevailing
                  party in any action or proceeding arising out of or related to
                  this  Agreement  shall be  entitled  to recover  its costs and
                  expenses incurred therein,  including without limitation court
                  costs and attorneys' fees.

         25.8     Paragraph   headings  are  included  in  this   Agreement  for
                  reference only and shall not be considered part of, or be used
                  in interpreting, this Agreement.

         25.9     This Agreement  including the Exhibits hereto  constitutes the
                  entire  agreement  between  the  parties  with  respect to the
                  subject  matter hereof and  supersede all previous  agreements
                  and all proposals, oral or written, all previous negotiations,
                  and all  previous  communications  between  the  parties  with
                  respect  thereto.  The  terms  of  this  Agreement  may not be
                  waived,  amended or supplemented except in a writing signed by
                  an authorized representative of the party to be bound thereby.

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                                                    Proprietary and Confidential
<PAGE>
         25.10    This  Agreement  may be executed in two or more  counterparts,
                  each of which  shall be  deemed an  original  and all of which
                  taken together shall constitute one and the same Agreement.

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

("Connected Systems")                     ("Buyer")

SANTA BARBARA CONNECTED SYSTEMS           ENHANCED SYSTEMS, INC
CORPORATION

By:  /s/ Robert A. Dolan                  By:   /s/ Kent R. Burgess
   ------------------------                  ---------------------------
(Authorized Signature)                    (Authorized Signature)

Name: Robert A. Dolan                     Name: Kent R. Burgess

Title: President                          Title:  President

Date: 4/11, 1997                          Date: 4/10, 1997

OEM Purchase Agreement -C- Page 15                 Connected Systems Corporation
                                                    Proprietary and Confidential