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Exhibit 10.59 VODAVI KEY SYSTEM AGREEMENT This AGREEMENT is made and entered into on the 1st day of January, 2005, by and between LG
Electronics Inc., a corporation organized and existing under the laws of the Republic of Korea
(hereinafter referred to as LGE), and Vodavi Communication Systems, Inc., a subsidiary of Vodavi
Technology, Inc., a Delaware corporation (hereinafter referred to as Vodavi). RECITAL WHEREAS, LGE is in a position to supply for sale in the Territory (as hereinafter defined) certain
Products (as hereinafter defined) manufactured by LGE. WHEREAS, Vodavi has the facilities, the personnel and experience to undertake the distribution of
such Products. NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledge,
it is agreed as follows:  1.
    APPOINTMENTLGE hereby grants to Vodavi the exclusive right to distribute and sell the Products in
the Territory, which means the United States of America, the Caribbean Islands(except
Cuba) and Canada, and non-exclusive right to distribute and sell STS in Mexico during
the term of the Agreement and Vodavi accept such right.2.
    PRODUCTS AND MODELS  a.
    The terms Product, Products, and Models as used in this Agreement
mean certain key systems, hybrid key systems, IP key systems, key telephones, IP
key telephones, their associated parts and peripherals to make up an entire system
and maintenance parts, jointly developed by the parties, that are manufactured by
LGE and that will be sold by Vodavi under its trademarks and brand names in the
Territory.The Products are categorized as follows:  
    Starplus STS Systems and associated telephones
and components
    Vodavi XTS Systems and associated telephones and
components
    Telenium IP Systems and associated telephones and
components
    V44 Systems and Components
    Analog  Digital Voice Mail Systems




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b.
    Notwithstanding the provisions of Section 1, LGE may pursue
relationships with other potential customers in the Territory so long as that
Product sold to other customers is clearly differentiated from Vodavis Product,
utilizing different software, utilizing different designed plastics for the
telephones and associated terminals, and that the circuit boards will not be plug
compatible in the key service units (KSUs).c.
    In the event Vodavi requests LGE to develop a new and proprietary
Product for introduction to the market in the Territory, the cost of the sample
working models and the dies necessary for the production of such new proprietary
Product shall be borne by Vodavi. The development and related cost for
development will be mutually agreed upon between the parties for each such
development and Vodavi shall provide LGE with the information necessary for a new
development such as functional specification, unit application detail
specifications (UADS), target cost and forecast quantities for purchase.d.
    Vodavi may want to provide LGE with a manufacturing package to
contract manufacture Vodavi designed and developed products from time to time.
Any such product developed by Vodavi will be proprietary to Vodavi and will not be
manufactured by LGE for any other purpose except for use by Vodavi. Vodavi will
consider a licensing agreement with LGE for any product developed by Vodavi at the
request of LGE. Terms and conditions of any such licensing agreement will be
addressed and mutually agreed upon by the parties for each individual case as the
need by LGE might arise.e.
    Any tools or dies purchased by Vodavi for the development of housings
or plastics to be used as terminals will be considered the proprietary property of
Vodavi, will not be used by LGE for any other purpose than for producing Product
for Vodavi without the prior written consent of Vodavi, and will be returned to
Vodavi at the request of Vodavi.  3.
    TERM OF AGREEMENT  a.
    This Agreement shall be effective on the execution date hereon and
unless terminated earlier as provided herein, will remain in full force and effect
until December 31, 2009.b.
    The expiration of the term of this Agreement will not affect the
obligations of either party to the other party pursuant to any Purchase order
previously delivered to and accepted by LGE, and the terms and conditions of this
Agreement will continue to apply to such Purchase Orders as if this Agreement had
not expired.




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4.
    PURCHASE PROJECTIONVodavi makes the following purchase projection during the Contract Period.  First (1)
Year shall mean the period commencing on the date of first shipment and having a
duration of one year: and thereafter the period commencing in each subsequent year on
the corresponding date having a duration of one year. 1ST Year
    
    2ND Year
    
    
    3rd Year
    
    
    4th Year
    
    
    5TH Year$18,000,000
    
    $
    18,900,000
    
    
    $
    19,900,000
    
    
    $
    20,800000
    
    
    $
    21,800,000
  5.
    PRICES  a.
    The prices for all current Products are set forth in Exhibit A.
Prices for new Products added to this Agreement will be mutually agreed upon by
the parties and will be added to Exhibit A from time to time as the need arises.
The prices of the Products shall not include any sales, use or excise tax of any
jurisdiction in the destination country, which if applicable, are the
responsibility of Vodavi. The prices shall be F.O.B. Korean Seaport/F.C.A.
Korean Airport. All field trial products will be 50% of F.O.B. price.b.
    LGE may want to increase prices from time to time and Vodavi may want
to decrease prices from time to time based on the competitiveness of the Products
as determined by the market in the Territory. Any changes in price must be
mutually agreed upon by the parties prior to any price changes taking effect. Any
price increases must be mutually agreed upon one hundred twenty (120) days in
advance of the effective price change date to allow Vodavi time to adjust its
sales strategy and customer pricing.  6.
    PAYMENT  a.
    All payments for the sale of the products shall be made in U.S.
Dollars and the terms will be 60 days from the on board date.b.
    Vodavi shall pay the interest which will be charged at daily basis
for some deferred payment, if any, from the due date of each payment. The interest
of such deferred payment will be calculated by the following formula.  1)
    In case that Vodavi informs LGE to postpone the payment with
the written notice to LGE showing the requested period of postponement five(5)
banking days prior to the due date: DEFERRED
    
    DAYS
    
    (LIBOR + 1.5 + 2)XINTEREST RATE =
    
    360
    
    
    
    100
  
    LIBOR: Three (3) months LIBOR New York closing rate on
invoicing date.




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2)
    In case that the payment is delayed without Vodavis prior
notice to LGE. DEFERRED
    
    DAYS
    
    21XINTEREST RATE =
    
    360
    
    
    
    100
  7.
    PURCHASE ORDERS AND FORECASTS  a.
    Purchases and sales between the parties hereto under the Agreement
shall be affected by the placement of Purchase Orders (P/Os) by Vodavi and of
acceptance thereof by LGE. Vodavi shall issue the P/Os ninety (90) days prior to
Vodavis requested on-board date by e-mail transmission addressed to LGE. Notice
of acceptance of any P/O or rejection of items for any reason shall be sent to
Vodavi within fourteen (14) days after the receipt by LGE of the P/O. LGE will
acknowledge the on-board date to Vodavi within fourteen (14) days after the
receipt of the P/O by LGE. If LGE fails to acknowledge any P/O within fourteen
(14) days after the receipt of such order, then the requested on-board date shall
be the acknowledged on-board date.b.
    Except to the extent that other terms and conditions are agreed to in
writing signed by both parties and specifically stating that such other terms and
conditions shall apply in lieu of or in addition to the terms and conditions
provided for herein, and notwithstanding anything to the contrary provided in
Vodavis Order or in LGE acknowledgement thereof, each Order from Vodavi shall be
subject only to the terms and conditions set forth in this Agreement.c.
    Vodavi shall release P/Os and a MRP reflecting the forecast to LGE
within the first week of each month.  8.
    DELIVERY OF PRODUCTS  a.
    LGE shall on board the Products by the date or dates acknowledged by
LGE to Vodavi. In the event that LGEs actual delivery date of the P/O is delayed
more than ten (10) days past LGEs acknowledged on-board date. LGE will pay the
freight expense for air shipment if requested by Vodavi. In the event LGE fails
to ship within one hundred twenty (120) days ARO, LGE will pay their freight plus
a penalty based on the following formula: P/O VALUE OF DELAYED PRODUCT
    
    X
    
    DELAYED DAYS
    
    X
    
    21360
    
    
    
    100




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b.
    Unless otherwise agreed by Vodavi, LGE shall for all P/Os placed
hereunder: (1) ship P/Os complete unless instructed otherwise, (2) ship to the
destination designated in the P/O in accordance with Vodavis specific
instructions. (3) ensure that all subordinate documents bear Vodavis P/O number,
(4) enclose a packing memorandum and when more than one package is shipped,
identify the package containing such packing memorandum, and (5) mark Vodavis P/O
number on all packages and shipping papers.c.
    All Products purchased shall be packed by LGE, at no additional
charge to Vodavi, in containers adequate to prevent damage during shipping,
handling and storage.  9.
    SCOPE  a.
    Subject to the terms of this Agreement, LGE shall sell to Vodavi such
Products described herein as are ordered by Vodavi hereunder, and such other
Products as are ordered by Vodavi hereunder, and such other Products as the
parties may agree to include hereunder. All P/Os must be consistent with this
Agreement including Exhibit A unless mutually agreed to in writing by the parties.b.
    Each such P/O shall be numbered and shall include at least the
following items, as applicable to the Products covered by such P/O:  (1)
    The date of the P/O,(2)
    The incorporation of this Agreement
by reference,(3)
    A complete list of the products
covered by the P/O, specifying, attaching or referencing the
quantity, model number, program name or identification number(4)
    The price of each Product discount
(if any),(5)
    The address to which LGEs invoice
shall be sent,(6)
    Shipping instructions,(7)
    The destination to which the
products will be delivered and the date and time the shipment
goes on board and scheduled delivery.(8)
    Any special terms and conditions
mutually agreed upon.  10.
    TITLE AND RISK OF LOSSThe prices of the products shall not include any sales, use or excise taxes of any
jurisdiction in the destination country, which if applicable, are the responsibility of
Vodavi. The prices shall be F.O.B. Korean Seaport/F.C.A. Korean Airport. Upon
delivery, the title and risk of loss passes to Vodavi and all charges and expenses
incurred thereafter shall be for the account of Vodavi (including insurance coverage
and expenses for the point of passage of the title).




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11.
    PROPRIETARY INFORMATIONNo information furnished by Vodavi to LGE or by LGE to Vodavi hereunder or in
contemplation hereof shall be considered to be confidential or proprietary unless it is
conspicuously marked as such. If either party provides the other party with any
proprietary or confidential information which is conspicuously marked as such, during
the term of this Agreement they shall use the same degree of care to prevent its use by
or disclosure to others as they use with respect to their own proprietary or
confidential information.Notwithstanding the above paragraph, the obligations with respect to the confidential
or proprietary information shall not apply to any information which either party can
show:  (a)
    is already in the possession the other party; or(b)
    is independently developed by the other party; or(c)
    is or becomes publicly available without breach of this Agreement by
the other party; or(d)
    is rightfully received by the other party from a third party not
under an obligation of confidence to the party with respect thereto; or(e)
    is released for disclosure by the other party with its written
consent; or(f)
    is disclosed pursuant to the requirement of a government agency or
operation of law, provided that each party is obligated to use its best efforts to
prevent disclosure under such circumstances; or(g)
    is furnished to a third party by the other party without a similar
restriction on the third partys rights; or(h)
    is readily discernible from any product or service reasonably
available in commerce.  12.
    ACCESS  a.
    Vodavis Premises:LGE shall, when appropriate, have reasonable access to Vodavis premises during
normal business hours and at such other times as may be agreed upon by the parties
in order to enable LGE to perform its obligations under the Agreement. LGE shall
coordinate such access with Vodavis designated representative prior to visiting
such premises.b.
    LGEs Premises:Vodavi shall, upon reasonable prior notice to LGE and at no additional charge, have
reasonable access to LGEs premises during normal business hours in order to
observe LGEs work with respect to the Products. Vodavis notice shall specify the
purpose of the visit.




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13.
    PATENTSNo licenses, express or implied, under any patents are granted by Vodavi to LGE or by
LGE to Vodavi hereunder.14.
    MARKING  a.
    Where applicable, all Products shall be marked for identification
purposes at no charge as follows:  (1)
    with model numbers and(2)
    date code of manufacture(3)
    serial number(4)
    bar code where required  b.
    LGE will provide existing product marking for all Products in Exhibit
A. LGE agrees to add any other identification requested by Vodavi at charges to
be agreed upon.  15.
    INSIGNIAUpon Vodavis written request, certain of Vodavis insignia shall be property affixed
by LGE to the Products furnished. Such insignia shall not be affixed, used or
otherwise displayed on the products furnished or in connection herewith without
Vodavis written approval. The manner in which such insignia will be affixed must be
approved in writing by Vodavi. LGE hereby acknowledges and agrees that all registered
trade names, trademarks, service marks, brand names, logos and other identifying names
or marks of a proprietary nature currently being utilized by Vodavi (collectively, the
Trademarks) are legal and validly existing Trademarks. LGE hereby further agrees
that such Trademarks will not be challenged or utilized by LGE for any purpose except
those previously approved in writing by Vodavi.LGE hereby acknowledges and agrees that the terms and conditions of this Section 15
shall survive the termination date of this Agreement and shall remain in effect and
enforceable.16.
    ACCEPTANCE TESTSPrior to initiating volume manufacture of Products, Vodavi shall have the right to
conduct acceptance tests, at its expense, which may include but are not limited to
technical acceptance tests and consumer acceptance tests.17.
    CHANGES AND SUSPENSIONSLGE may not, without Vodavis prior written consent, make any changes to form, fit,
function and quantities with respect to the Products specified in any Order hereunder.
If LGE makes any changes without




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Vodavis consent, LGE shall be liable for any consequential damages arising as the
result of those changes. Under no circumstances shall LGE make any changes whatsoever
to contract manufactured products without the written consent of Vodavi.18.
    QUALITY CONTROL INSPECTION AND TESTINGProducts furnished hereunder by LGE shall be tested and inspected by LGE prior to
shipment. LGE agrees to perform required quality control functions to assure
conformance to Vodavis existing Quality Specifications. LGE shall maintain a quality
control system designed to identify, correct and prevent specific quality deficiencies.
LGEs standard inspection records are to be maintained by LGE and made available to
Vodavi upon request.19.
    ACCEPTANCE OR REJECTIONAny Products determined to be defective in materials or workmanship or not to conform
to the applicable specifications will be repaired or replaced, at LGEs option, through
one or more of the following methods: (i) by LGE, at its expense, upon return of any
defective Products units to LGE; (ii) by LGEs appointment of a third party contractor
to correct any such discovered defects at LGEs expense; or (iii) by Vodavi, at its
respective facilities, at a mutually agreed price to be paid by LGE.  a.
    No return of Products will be accepted without a return material
authorization number (an RMA#) which will be promptly issued by LGE, together
with a statement of LGEs election pursuant to this Section 19 as to the manner in
which such allegedly defective Products will be repaired or replaced, within five
(5) working days after LGEs receipt of Vodavis written request for any such
RMA#. Actual repair or replacement activity must be initiated within fifteen (15)
working days from Vodavis request.b.
    Any Products returned must be in their original shipping cartons and
must be complete with all packing materials. A complete description regarding
that nature of any alleged defect must be included with all returned Product
units.c.
    If any Products returned are found to conform to the warranties set
forth herein, then the party returning such items shall promptly reimburse LGE for
its reasonable expenses incurred in handling and processing any such claim and
such items shall be returned at the risk and expense of Vodavi.d.
    If LGE does not receive a written notice describing the
non-conformance within thirty (30) days after Vodavis receipt of product, the
products shall be deemed accepted.




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20.
    WARRANTIES  a.
    LGE warrants that:  (1)
    LGE has good title to the Products
and the Products are free from any claim, lien, encumbrance, or
security interest (other than any purchase money security
interest to secure the payment of the price by Vodavi). LGE is
not liable for any claims involving Vodavi designs.(2)
    The Products are free from latent
and patent defects in design, materials, or workmanship.  b.
    The warranties set forth in sub-paragraph (2) above (their Product
Warranty) shall remain in effect for the duration of the Warranty Period of sixty
(60) months from the date of receipt of the Products at Vodavis warehouse.c.
    At any time during the applicable Warranty Period, LGE shall repair
any Product or component thereof which does not conform to the Product Warranty or
any provision thereof (hereinafter defective product).d.
    As an alternative to repairing a defective Product as provided in
Paragraph C with Vodavis consent and at LGEs option, LGE may replace such
Product. Unless otherwise agreed, such replacement shall be completed within
forty-five (45) days after Vodavi has given LGE notice of the defective Product.e.
    The replacement or repair of a Product pursuant to this section shall
not extend or shorten the Warranty Period in effect when such Product was
originally sold to Vodavi hereunder, provided that the Product Warranty for each
repaired or replacement Product shall remain in effect no less than ninety (90)
days after delivery.f.
    LGE shall not believable under the Product Warranties for any defect
which was caused by the mishandling, abuse, misuse, or improper storage of a
Product.g.
    Vodavis exclusive remedy for breach of the Product Warranty shall be
repair or replacement of the defective Product in accordance with paragraphs (b)
through (e) above. LGE will not be liable for incidental or consequential damages.h.
    No other warranties express or implied, including the warranty of
merchantability and fitness for a particular purpose will apply to the Products.




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i.
    Unless otherwise specified herein. LGEs and Vodavis warranties
shall survive the termination of this agreement and shall remain in effect for a
period of five (5) year following termination of this Agreement.j.
    Warranty paragraphs (b) through (i) only apply to those Products that
are sold to Vodavi with warranty.  21.
    CONTINUING AVAILABILITY OF MAINTENANCE, REPLACEMENT AND REPAIR PARTS  a.
    LGE agrees to offer for sale to Vodavi during the term of this
Agreement and, unless otherwise specified, for a Support Period of five (5) years
from date of manufacture discontinuance, maintenance, replacement, and repair
parts, which have been specified in Exhibit B.b.
    If LGE fails to supply such parts or LGE is unable to obtain another
source of supply for Vodavi, LGE shall notify Vodavi of its inability on hundred
twenty (120) days prior to the inability and then such inability shall be
considered non-compliance with this section, and Vodavi shall be entitled to
require LGE to provide Vodavi with the technical information or any other rights
required on a non-exclusive basis, so that Vodavi can have manufactured or can
obtain such parts from other sources.c.
    Such technical information shall include, by example and not by way
of limitation: (a) manufacturing drawings and specifications of raw materials and
components comprising such parts, (b) manufacturing tooling and drawings and
specifications (at the expenses agreed upon by both parties) covering the
operation thereof, (c) a detailed list of all commercially available parts and
components purchased by LGE, disclosing the part number, name and location of the
supplier and price lists for the purchase thereof.  22.
    TERMINATION AND CANCELLATIONIf either party is in material default of any of its obligations under this Agreement
and such default continues for sixty (60) days after written notice thereof is received
by the party alleged to be in default, such non-defaulting party may terminate this
Agreement without liability to the other party, except as the alleged breaching party
may dispute the alleged default in time and should be allowed to resolve the alleged
default by arbitration.




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23.
    ASSIGNMENTExcept as otherwise provided in this Agreement neither party shall assign its right
under this Agreement or any Order hereunder without the prior written consent of the
other party.24.
    INDEPENDENT CONTRACTORLGE and Vodavi hereby declares and represents that each is engaged in an independent
business and will perform its obligations under this Agreement as an independent
contractor and not as the agent or employee of the other, that the persons performing
the services hereunder are not agents or employees of the other, that each has and
hereby retains the right to exercise full control of the supervision over the
performance of their obligations hereunder and full control over the employment,
direction, compensation and discharge of all employees assisting in the performance of
such obligations; that LGE and Vodavi will be solely responsible for all matters
relating to payment of such unemployment, disability insurance, social security,
withholding and all other federal, state and local laws, rules and regulations
governing such matters; and that LGE and Vodavi will be responsible for their own acts
and those of their agents, employees and contractors during the performance of their
obligations under this Agreement.25.
    AMENDMENTSNo provision of this Agreement or any Order shall be deemed amended or modified by
either party, unless such waiver, amendment or modification is in writing and signed by
an authorized representative of the party against who it is sought to enforce such
waiver, amendment or modification.26.
    SEVERABILITYIf any of the provisions of this Agreement shall be invalid or unenforceable, such
invalidity or unenforceability shall not invalidate or render unenforceable the entire
Agreement, but rather the entire agreement shall be construed as if not containing the
particular invalid or unenforceable provision or provisions and the rights and
obligations of LGE and Vodavi shall be construed and enforced accordingly.27.
    GOVERNING LAWThe laws of the State of Arizona, U.S.A. shall govern all questions related to the
execution, construction validity, interpretation, performance of this Agreement and to
all other issues or disputes arising hereunder.




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28.
    ARBITRATIONAll disputes, controversies, or differences which may arise between the parties, out of
or in relation to or in connection with this Agreement or for the breach thereof, shall
first be settled amicably by mutual consultation between the parties. If the parties
fail to settle the same amicably within sixty (6) days from its occurrence, it shall be
settled by arbitration in Seoul, the Republic of Korea, in accordance with the rules of
the Korean Commercial Arbitration Board, if LGE is the defending party, and in Phoenix,
Arizona, U.S.A. in accordance with the Commercial Arbitration Rules of the American
Arbitration Association, if Vodavi is the defending party. Arbitrators award shall be
final and binding in the parties hereto. The expenses and fees incurred in Arbitration
procedure shall be borne by the losing party as determined by the arbitrator.29.
    FORCE MAJEURENeither party shall be deemed in default of this Agreement or any Order hereunder to
the extent that any delay or failure in the performance of its obligations results from
an act of God, act of Civil or military authority, embargo, epidemic, war, riot,
insurrection, fire, explosion, earthquake, flood, unusually severe weather conditions,
strike (whether or not such strike could be settled by acceding to the demands of a
labor organization), or any cause beyond its reasonable control, provided that such
party gives the other party prompt notice of such cause of contingency. If any force
majeure continues more than sixty (60) days and Vodavis customer will cancel its
purchase order, Vodavi may cancel the purchase order.30.
    ENTIRE AGREEMENTThis Agreement and any P/O issued hereunder shall constitute the entire Agreement
between Vodavi and LGE with respect to the subject terms. Any and all prior
representations and agreements, oral or written, expressed or implied, with respect to
the subject matter hereof, are merged herein and are superseded by this Agreement. No
terms of Vodavis P/O or LGEs acknowledgement of a P/O which are additional to the
terms of this Agreement shall be of any effect, unless agreed to in writing.31.
    NOTICESAll notices hereunder shall be in writing and shall be given by airmail letter (or
cable or telegraph subsequently confirmed by airmail letter) and shall be directed to
the parties at their address as set forth below unless contrary indication is given in
writing to the other party.




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LG Electronics Inc.
    
    Vodavi Communications Systems679 Yoksam-dong
    
    4717 E. Hilton Avenue, Suite 400Kangnam-gu
    
    Phoenix, AZ 85034Seoul, Korea
    
    Attn: President
 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed, as of
the date first above written, by their respective duly authorized representatives. ON BEHALF OF
    
    ON BEHALF OFLG ELECTRONICS INC.
    
    VODAVI COMMUNICATIONSSYSTEMS, INC.
 BY:/s/
Keun. Lee
    
    BY:/s/ Gregory K.
RoeperNAME: KEUN. LEE
    
    NAME: GREGORY K. ROEPERTITLE: VICE PRESIDENT
    
    TITLE: PRESIDENT AND CEODATE:March 4, 2005
    
    DATE:March 28, 2005