NEITHER THIS  WARRANT,  NOR THE SHARES OF COMMON STOCK  ISSUABLE  UPON  EXERCISE
HEREOF,  HAVE BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES  ACT"), OR ANY APPLICABLE  STATE SECURITIES LAW. SUCH SECURITIES MAY
NOT BE SOLD OR OTHERWISE  TRANSFERRED UNLESS (i) A REGISTRATION  STATEMENT UNDER
THE SECURITIES ACT AND SUCH APPLICABLE  STATE  SECURITIES LAWS SHALL HAVE BECOME
EFFECTIVE  WITH  REGARD  THERETO  OR (ii) IN THE  OPINION OF COUNSEL IN FORM AND
SUBSTANCE  REASONABLY   ACCEPTABLE  TO  THE  COMPANY,   REGISTRATION  UNDER  THE
SECURITIES  ACT AND SUCH  APPLICABLE  STATE  SECURITIES  LAWS IS NOT REQUIRED IN
CONNECTION WITH A PROPOSED SALE OR TRANSFER.


                                  COMMON STOCK
                                PURCHASE WARRANT

                          For the Purchase of Shares of

                                 Common Stock of

                             VODAVI TECHNOLOGY, INC.

                           (Par Value $.001 Per Share)

             (Incorporated under the Laws of the State of Delaware)

                  VOID AFTER 5:00 P.M. MST ON FEBRUARY 22, 2004

                  Date of Original Issuance: February 22, 1999

     This is to certify that, for value received,  CONTINENTAL  CAPITAL & EQUITY
CORPORATION, a Florida corporation,  or permitted assigns (the "Warrantholder"),
is  entitled,  subject to the terms and  conditions  hereinafter  set forth,  to
purchase shares of common stock, par value $.001 per share (the "Common Stock"),
of VODAVI  TECHNOLOGY,  INC., a Delaware  corporation (the  "Company"),  for the
Warrant Price (as defined  below),  and to receive a certificate or certificates
for the shares of Common  Stock so  purchased.  This  Warrant is being issued in
connection  with and pursuant to the terms of that certain Market Access Program
Marketing Agreement dated February 4, 1999, by and between the Warrantholder and
the Company (the "Marketing Agreement").

     1. TERMS AND EXERCISE OF WARRANT.

          (a)  EXERCISE  PERIOD.  Subject  to the  terms  of this  Warrant,  the
Warrantholder shall have the right, at any time and from time to time during the
Exercise  Period (as defined  below),  to exercise  this  Warrant for any or all
Warrant  Shares (as defined  below) and to  purchase  from the Company up to the
number  of  fully  paid  and  nonassessable  shares  of  Common  Stock  that the
Warrantholder  may at the time be entitled to purchase pursuant to this Warrant.
The  122,500  shares of  Common  Stock  subject  to this  Warrant  and any other
securities  that the Company may be  required by the  operation  of SECTION 3 to
issue upon the exercise  hereof are referred to herein as the "Warrant  Shares."
The "Exercise  Period" shall mean the period commencing on February 22, 1999 and
ending  at 5:00  P.M.,  Mountain  Standard  Time,  on  February  22,  2004  (the
"Termination  Date"), or if such
<PAGE>
date is a day on which banking institutions are authorized by law to close, then
on the next  succeeding day which shall not be such a day.  Notwithstanding  the
foregoing,  if the Marketing  Agreement  expires or is  terminated  prior to the
Termination  Date,  this Warrant shall terminate and cease to be exercisable for
all Warrant  Shares upon the earlier to occur of (i) the date that is six months
after the date of expiration or termination of the Marketing Agreement,  or (ii)
the Terminate  Date. If this Warrant is not exercised on or prior to the earlier
of the  Termination  Date or the  date  that is six  months  after  the  date of
expiration or termination of the Marketing Agreement,  this Warrant shall become
void and all rights of the  Warrantholder  hereunder shall cease with respect to
any  Warrant  Shares for which this  Warrant has not been  exercised  as of such
date.

          (b) METHOD OF EXERCISE. The Warrantholder may exercise this Warrant by
surrender of this Warrant to the Company at its principal  office in Scottsdale,
Arizona  (or at such other  address as the Company  may  designate  by notice in
writing to the  Warrantholder at the address of the  Warrantholder  appearing on
the  books  of the  Company  or such  other  address  as the  Warrantholder  may
designate in writing),  together with the form of Election to Purchase  included
as Exhibit A hereto,  duly completed and signed, and upon payment to the Company
of the  Warrant  Price (as  defined in Section  2)  multiplied  by the number of
Warrant  Shares being  purchased  upon such  exercise  (the  "Aggregate  Warrant
Price"),  together with all taxes applicable upon such exercise.  Payment of the
Aggregate Warrant Price shall be made in cash or by certified check or cashier's
check, payable to the order of the Company, or by wire transfer to the Company's
account.

          (c)  PARTIAL  EXERCISE.  At the  election of the  Warrantholder,  this
Warrant shall be  exercisable  in whole or in part at any time, and from time to
time, during the Exercise Period for all remaining Warrant Shares.

          (d) SHARE ISSUANCE UPON  EXERCISE.  Upon the exercise and surrender of
this Warrant certificate and payment of the Aggregate Warrant Price, the Company
shall  issue and  cause to be  delivered  with all  reasonable  dispatch  to the
Warrantholder,  in such  name or names as the  Warrantholder  may  designate  in
writing,  a certificate or certificates for the number of full Warrant Shares so
purchased  upon the exercise of the Warrant,  together with cash, as provided in
Section 4 hereof,  with  respect  to any  fractional  Warrant  Shares  otherwise
issuable upon such  surrender  and, if  applicable,  the Company shall issue and
deliver a new Warrant to the  Warrantholder for the number of Warrant Shares not
so exercised.  Such  certificate  or  certificates  shall be deemed to have been
issued and any person so  designated to be named therein shall be deemed to have
become a holder of such  Warrant  Shares as of the close of business on the date
of the  surrender  of the Warrant and payment of the  Aggregate  Warrant  Price,
notwithstanding that the certificates representing such Warrant Shares shall not
actually  have been  delivered or that the stock  transfer  books of the Company
shall then be closed.

                                       2
<PAGE>
     2.  WARRANT  PRICE.  The price per share at which  Warrant  Shares shall be
purchasable  upon the  exercise  of this  Warrant  (originally  and as  adjusted
pursuant to Section 3 hereof, the "Warrant Price") shall be as follows:

                            Number of
                          Warrant Shares      Warrant Price
                          --------------      -------------
                              22,500              $4.00
                              20,000              $4.50
                              20,000              $5.00
                              20,000              $5.50
                              20,000              $6.00
                              20,000              $6.50
                             -------
                             122,500

     3.  ADJUSTMENT OF NUMBER OF WARRANT SHARES AND WARRANT  PRICE.  The Company
agrees to reserve and shall keep  reserved  for issuance the number of shares of
Common  Stock  issuable  upon  exercise of this  Warrant.  The number of Warrant
Shares purchasable upon the exercise of this Warrant and the Warrant Price shall
be subject to adjustment from time to time upon the happening of certain events,
as follows:

          (a)  In  case  the  Company  shall  (1)  pay  a  dividend  or  make  a
distribution in shares of its Common Stock, (2) subdivide its outstanding Common
Stock into a greater number of shares,  (3) combine its outstanding Common Stock
into a smaller number of shares, or (4) issue by  reclassification of its Common
Stock any shares of capital  stock of the  Company  (other  than a change in par
value,  or from par value to no par value,  or from no par value to par  value),
the number of Warrant  Shares  issuable  upon  exercise of this  Warrant and the
Warrant Price in effect immediately prior thereto shall be adjusted as follows:

               (i) The number of Warrant  Shares  issuable upon exercise of this
Warrant shall be adjusted by multiplying  the number of Warrant Shares  issuable
upon  exercise  of  this  Warrant  immediately  prior  to such  adjustment  by a
fraction,  the  numerator of which shall be the number of shares of Common Stock
outstanding  immediately  after such  adjustment,  and the  denominator of which
shall be the number of shares of Common Stock  outstanding  immediately prior to
such adjustment; and

               (ii) The  Warrant  Price shall be  adjusted  by  multiplying  the
Warrant Price in effect immediately prior to such adjustment by a fraction,  the
numerator of which shall be the number of Warrant Shares  issuable upon exercise
of this Warrant  immediately  prior to such  adjustment,  and the denominator of
which shall be the number of Warrant Shares as so adjusted.

     An  adjustment  made  pursuant to this Section 3(a) shall become  effective
immediately  after the  record  date in the case of a dividend  or  distribution
(provided, however, that such adjustments shall be reversed if such dividends or
distributions  are not  actually  paid) and shall become  effective  immediately
after  the  effective  date  in  the  case  of  a  subdivision,  combination  or
reclassification. If, as a result of an adjustment made pursuant to this Section
3(a), the  Warrantholder  shall become entitled to receive shares of two or more
classes  of  capital  stock  of the  Company,  the  Board  of  Directors  (whose
determination  shall be conclusive and shall be evidenced by a resolution) shall
determine  the  allocation  of the adjusted  Warrant  Price between or among the
shares of such classes of capital stock.

          (b) In case of any  reclassification  of the outstanding  Common Stock
(other than a change in par value, or from par value to no par value, or from no
par value to par value,  or as a result

                                       3
<PAGE>
of  a  subdivision,   combination  or  stock  dividend),   or  in  case  of  any
consolidation  of the  Company  with,  or merger of the  Company  into,  another
corporation  wherein the Company is not the surviving  entity, or in case of any
sale of all,  or  substantially  all,  of the  property,  assets,  business  and
goodwill  of  the  Company,   the  Company,  or  such  successor  or  purchasing
corporation,  as the  case  may  be,  shall  provide,  by a  written  instrument
delivered to the  Warrantholder,  that the  Warrantholder  shall  thereafter  be
entitled,  upon  exercise of this  Warrant,  to the kind and amount of shares of
stock or other equity  securities,  or other property or assets which would have
been receivable by such Warrantholder upon such reclassification, consolidation,
merger or sale, if this Warrant had been  exercised  immediately  prior thereto.
Such  corporation,  which  thereafter  shall be deemed to be the  "Company"  for
purposes  of  this  Warrant,  shall  provide  in  such  written  instrument  for
adjustments  to the Warrant Price which shall be as nearly  equivalent as may be
practicable to the adjustments provided for in this Section 3.

          (c) No adjustment in the number of  securities  purchasable  hereunder
shall be required unless such  adjustment  would require an increase or decrease
of at least five percent  (5%) in the number of  securities  (calculated  to the
nearest full share or unit thereof) then  purchasable  upon the exercise of this
Warrant; provided,  however, that any adjustment which by reason of this Section
3(c) is not required to be made  immediately  shall be carried forward and taken
into account in any subsequent adjustment.

          (d) For the purpose of this Section 3, the term  "Common  Stock" shall
mean  (i) the  class of stock  designated  as  Common  Stock of the  Company  at
February 22, 1999, or (ii) any other class of stock  resulting  from  successive
changes or  reclassifications  of such Common Stock consisting solely of changes
in par  value,  or from par value to no par  value,  or from no par value to par
value. In the event that at any time, as a result of an adjustment made pursuant
to this  Section 3, the  Warrantholder  shall  become  entitled to purchase  any
shares of the Company's  capital stock other than Common Stock,  thereafter  the
number of such other shares so purchasable upon the exercise of this Warrant and
the Warrant  Price of such shares  shall be subject to  adjustment  from time to
time in a  manner  and on terms  as  nearly  equivalent  as  practicable  to the
provisions with respect to the shares contained in this Section 3.

          (e)  Whenever  the  number  of shares of  Common  Stock  and/or  other
securities purchasable upon the exercise of this Warrant or the Warrant Price is
adjusted as herein  provided,  the Company shall cause to be promptly  mailed to
the  Warrantholder  by  first  class  mail,  postage  prepaid,  notice  of  such
adjustment and a certificate of the Company's  chief  financial  officer setting
forth the number of shares of Common Stock and/or other  securities  purchasable
upon the exercise of this Warrant,  the Warrant Price after such  adjustment,  a
brief statement of the facts requiring such  adjustment,  and the computation by
which such adjustment was made.

          (f) Irrespective of any adjustments in the Warrant Price or the number
or kind of securities purchasable upon the exercise of this Warrant, the Warrant
certificate or  certificates  theretofore  or thereafter  issued may continue to
express the same price or number or kind of  securities  stated in this  Warrant
initially issuable hereunder.

     4.  FRACTIONAL  INTEREST.  The  Company  shall  not be  required  to  issue
fractional shares upon exercise of this Warrant, but shall pay an amount in cash
equal  to the  closing  price  of  the  Company's  Common  Stock  on a  national
securities  exchange,  the Nasdaq National Market or other trading market on the
day preceding the date of the surrender of this Warrant pursuant to Section 1(b)
hereof,  or if there is no public  market,  cash  equal to the then fair  market
value of the shares as

                                       4
<PAGE>
reasonably  determined  by the Board of Directors  of the  Company,  in its sole
discretion, multiplied by such fraction.

     5. TRANSFER PROHIBITION.  Neither this Warrant nor any rights hereunder may
be  sold,  exchanged,   conveyed,  assigned,  given,  pledged,  hypothecated  or
otherwise  transferred by the Warrantholder to any person or entity other than a
person or entity  directly or indirectly  controlled by, in control of, or under
common control with the Warrantholder.

     6. NO  RIGHTS  AS  SHAREHOLDER;  NOTICES  TO  WARRANTHOLDER.  Prior  to the
exercise of this Warrant pursuant to the terms hereof, nothing contained in this
Warrant shall be construed as conferring upon the  Warrantholder any rights as a
shareholder of the Company,  either at law or in equity,  including the right to
vote,  receive  dividends,  consent or receive  notices  as a  shareholder  with
respect to any meeting of  shareholders  for the  election of  directors  of the
Company or for any other matter.

     7. NOTICES.  Any notice given pursuant to this Warrant by the Company or by
the  Warrantholder  shall be in  writing  and  shall be deemed to have been duly
given upon (a) personal delivery, (b) transmitter's  confirmation of the receipt
of a facsimile  transmission,  (c)  confirmed  delivery by a standard  overnight
carrier,  or (d) the expiration of three business days after the day when mailed
by United States Postal Service by certified or registered mail,  return receipt
requested,  postage  prepaid.  Such  notices  shall be  delivered  (i) if to the
Company,  at its principal corporate offices,  and (ii) if to Warrantholder,  to
such person's  address as it appears in the warrant ledger of the Company.  Each
party hereto may,  from time to time,  change the address to which notices to it
are to be  transmitted,  delivered or mailed  hereunder by notice in  accordance
herewith to the other party.

     8. INVESTMENT  REPRESENTATION.  The Warrantholder  hereby represents to the
Company that it is acquiring this Warrant for its own account, as principal, for
investment and not with a view to or the intent to participate  in,  directly or
indirectly, the resale, assignment,  distribution or fractionalization of all or
any part  hereof.  Further,  the  Warrantholder  shall  furnish  the  Company an
investment letter, in form and substance  satisfactory to the Company,  prior to
the  issuance  of any  Warrant  Shares  or other  securities  issuable  upon the
exercise  hereof,  to the  effect  that  such  securities,  and  any  additional
securities  of the  Company  for  which  such  securities  may be  exercised  or
exchanged or into which they may  ultimately  be  converted,  if not  registered
pursuant to applicable  state and federal  securities laws, will be acquired for
investment  and  not  with a view  to the  sale  or  distribution  thereof.  The
Warrantholder hereby further represents that it has been provided with, or given
reasonable  access to,  full and fair  disclosure  of all  material  information
regarding the Company, this Warrant, and the Common Stock.

     9. REGISTRATION UNDER THE SECURITIES ACT OF 1933.

          (a) During the  "Registration  Period," as defined below,  the Company
shall advise the Warrantholder by written notice at least ten (10) days prior to
the filing of any  registration  statement (other than a Form S-8 or Form S-4 or
any  successor  to such  forms)  under the  Securities  Act of 1933 (the  "Act")
covering   securities  of  the  Company  and  will,  upon  the  request  of  the
Warrantholder given within ten (10) days of the Company's notice, include in any
such  registration  statement such  information as may be required to permit the
Warrantholder  to conduct a public offering of the Warrant  Shares.  The Company
shall  supply   prospectuses  and  other  documents  as  the  Warrantholder  may
reasonably  request in order to facilitate the public sale or other  disposition
of the Warrant  Shares,  use its reasonable  best efforts to qualify the Warrant
Shares for sale in such states as

                                       5
<PAGE>
the Warrantholder shall reasonably designate,  and do any and all other acts and
things that may be reasonably necessary or desirable to enable the Warrantholder
to consummate the public sale or other  disposition of the Warrant  Shares.  The
Company  shall  use its  commercially  reasonable  best  efforts  to  keep  such
registration  statement  effective for up to 180 days, or such shorter period as
is  reasonably  required to enable the  Warrantholder  to dispose of all Warrant
Shares  covered by such  registration  statement.  The Company's  obligations to
include the Warrant Shares in a public offering under this Section 9(a) shall be
subject to the  provisions of Sections  9(c),  9(d),  and 9(e)(ii),  below.  For
purposes of this Section 9, the term  "Registration  Period"  shall  commence on
February  22, 1999 and shall  terminate  on the earlier to occur of (i) the date
when all  outstanding  Warrant  Shares issued upon exercise of this Warrant have
been distributed to the public pursuant to an effective  registration  statement
or (ii) the date on which all outstanding Warrant Shares issued upon exercise of
this Warrant may be sold pursuant to Rule 144(k) under the Act.

          (b) The  Company  shall  bear  the  entire  cost  and  expense  of any
registration  of securities  initiated by it under Section 9(a)  notwithstanding
that  Warrant  Shares  subject  to this  Warrant  may be  included  in any  such
registration.  Any  person  whose  Warrant  Shares  are  included  in  any  such
registration  statement pursuant to this Section 9 shall, however, bear the fees
of his, her, or its own counsel and any  registration  fees,  transfer  taxes or
underwriting  discounts or commissions  applicable to the Warrant Shares sold by
him, her, or it pursuant thereto.

          (c) In the  event  the  offering  in which  Warrant  Shares  are to be
included  pursuant to Section  9(a) is to be  underwritten,  the  Company  shall
furnish the  Holders  with a written  statement  of the  managing  or  principal
underwriter  as to the  Maximum  Includable  Securities  (as  defined in Section
9(c)(iii),  below) as soon as practicable after the  Warrantholder's  request to
have Warrant Shares included in such offering,  as provided for in Section 9(a).
If the total number of securities  proposed to be included in such  registration
statement  is in excess of the  Maximum  Includable  Securities,  the  number of
securities  to be included  within the coverage of such  registration  statement
shall be reduced to the Maximum Includable Securities as follows:

               (i) no reduction shall be made in the number of shares of capital
stock or other securities to be registered for the account of the Company or for
the  account  of any of the  Company's  securityholders  that  have the right to
require the Company to initiate the registration of such securities; and

               (ii) the number of Warrant Shares and other  securities  that may
be  included  in  the  registration,  if  any,  shall  be  allocated  among  the
Warrantholder  and holders of other securities (the "Other Holders")  requesting
inclusion  on a pro  rata  basis,  with  the  number  of each  type or  class of
securities of the  Warrantholder  and each Other Holder thereof  included in the
registration to be that number determined by multiplying (A) the total number of
such type or class of security  included in the  Maximum  Includable  Securities
less (B) the number of such type or class of security to be  registered  for the
account of the Company or other  securityholders  that have the right to require
the Company to initiate the registration,  by a fraction, the numerator of which
will  be the  total  number  of  such  type  or  class  of  security  that  such
Warrantholder  or Other Holder owns,  and the  denominator  of which will be the
total number of such type or class of security  owned by the  Warrantholder  and
all  Other  Holders  that  have  requested  inclusion  of such  type or class of
security in the registration.

               (iii)  "Maximum  Includable  Securities"  shall mean the  maximum
number  of  shares  of each  type or class of the  Company's  securities  that a
managing or principal underwriter, in its good faith judgment, deems practicable
to  offer  and  sell at that  time in a firm  commitment  underwritten

                                       6
<PAGE>
offering without  materially and adversely  affecting the marketability or price
of the securities of the Company to be offered. When more than one type or class
of the Company's  securities are to be included in a registration,  the managing
or principal  underwriter of the offering shall  designate the maximum number of
each such type or class of securities that is included in the Maximum Includable
Securities.

          (d) It  shall  be a  condition  precedent  to the  obligations  of the
Company to take any action  pursuant  to this  Section 9 that the  Warrantholder
shall:

               (i)  furnish  to  the  Company  such  information  regarding  the
Warrantholder,  the Warrant Shares, and such other information as may reasonably
be required to effect the registration of the Warrant Shares;

               (ii) notify the Company,  at any time when a prospectus  relating
to the Warrant  Shares  covered by a  registration  statement  is required to be
delivered  under the Act,  of the  happening  of any event  with  respect to the
Warrantholder as a result of which the prospectus  included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material  fact  required to be stated  therein or  necessary to
make the  statements  therein not  misleading in the light of the  circumstances
then existing; and

               (iii) in the event of any underwritten public offering, the right
of the Warrantholder to include its Warrant Shares in such registration shall be
conditioned upon the Warrantholder  participating in such underwriting agreement
for such offering,  and if requested to do so by the underwriters  managing such
offering, shall enter into a customary holdback agreement.

          (e)  The  following  provisions  of  this  Section  9  shall  also  be
applicable:

               (i)  The  Company   shall   indemnify   and  hold   harmless  the
Warrantholder  and each  underwriter,  within the  meaning  of the Act,  who may
purchase from or sell for the  Warrantholder any Warrant Shares from and against
any and all  losses,  claims,  damages  and  liabilities  caused  by any  untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in any
registration statement under the Act or any post-effective  amendment thereto or
any prospectus  included  therein required to be filed or furnished by reason of
this Section 9 or caused by any omission or alleged  omission to state therein a
material fact required to be stated  therein or necessary to make the statements
therein  not  misleading,  except  insofar as such  losses,  claims,  damages or
liabilities are caused by any such untrue  statement or alleged untrue statement
or omission or alleged omission based upon information  furnished or required to
be  furnished  in writing to the  Company by the  Warrantholder  or  underwriter
expressly for use therein,  which  indemnification shall include each person, if
any, who controls the  Warrantholder  or underwriter  within the meaning of such
Act provided,  however,  that the Company will not be liable in any such case to
the extent that any such loss,  claim,  damage or liability  arises out of or is
based upon an untrue  statement  or alleged  untrue  statement  or  omission  or
alleged  omission  made  in  said  registration   statement,   said  preliminary
prospectus,  said final  prospectus or said  amendment or supplement in reliance
upon and in conformity with written information  furnished by the Warrantholder,
specifically for use in the preparation thereof.

               (ii) The  Warrantholder  shall  indemnify  and hold  harmless the
Company and each person who controls the Company, within the meaning of the Act,
from and against any and all losses,  claims,  damages and liabilities caused by
any untrue statement or alleged untrue statement of a material fact contained in
any registration statement under the Act or any post-effective amendment

                                       7
<PAGE>
thereto or any prospectus  included therein required to be filed or furnished by
reason of this Section 9 or caused by any omission or alleged  omission to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein not misleading,  provided,  however,  that the Warrantholder
will be liable in any such case to the extent, but only to the extent,  that any
such loss,  claim,  damage or liability arises out of or is based upon an untrue
statement or alleged  untrue  statement or omission or alleged  omission made in
said registration statement, said preliminary prospectus,  said final prospectus
or said amendment or supplement in reliance upon and in conformity  with written
information  furnished  by  the  Warrantholder   specifically  for  use  in  the
preparation  thereof.  In  no  event,  however,   shall  the  liability  of  the
Warrantholder for  indemnification  under this Section 9 exceed the net proceeds
received by the Warrantholder from the sale of such person's Warrant Shares.

     10. GENERAL PROVISIONS.

          (a)  SUCCESSORS.  All covenants  and  provisions of this Warrant shall
bind and inure to the benefit of the respective successors and permitted assigns
of the parties hereto.

          (b)  CHOICE  OF LAW.  This  Warrant  and  the  rights  of the  parties
hereunder  shall be governed by and construed in accordance with the laws of the
State of Arizona, including all matters of construction,  validity, performance,
and  enforcement,  and without giving effect to the principles of any Arizona or
other conflict-of-law provisions to the contrary.

          (c)  ENTIRE  AGREEMENT.  This  Warrant  and the  Marketing  Agreement,
including  exhibits  hereto and  thereto,  contain the entire  agreement  of the
parties, and supersede all existing negotiations,  representations or agreements
and all other oral, written, or other communications between them concerning the
subject matter of this Warrant and the Marketing Agreement.

          (d)  SEVERABILITY.  If any provision of this Warrant is unenforceable,
invalid, or violates applicable law, such provision shall be deemed stricken and
shall not affect the enforceability of any other provisions of this Warrant.

          (e)  CAPTIONS.  The captions in this  Warrant are  inserted  only as a
matter of  convenience  and for  reference  and  shall not be deemed to  define,
limit, enlarge, or describe the scope of this Warrant or the relationship of the
parties, and shall not affect this Warrant or the construction of any provisions
herein.

                                       8
<PAGE>
     IN WITNESS WHEREOF,  the Company caused this Warrant to be duly executed as
of the date first above written.

                                       VODAVI TECHNOLOGY, INC.,
                                       a Delaware corporation


                                       By: /s/
                                           ------------------------------------
                                       Its: CFO, VP Finance


     The Warrantholder  hereby agrees to and accepts the terms and conditions of
this Warrant this 22nd day of February, 1999.


                                       CONTINENTAL CAPITAL & EQUITY CORPORATION,
                                       a Florida corporation


                                       By:
                                           -------------------------------------
                                       Its:

                                       9
<PAGE>
                                    EXHIBIT A

                              ELECTION TO PURCHASE


Vodavi Technology, Inc.
8300 East Raintree Drive
Scottsdale, Arizona  85260


     The undersigned hereby irrevocably elects to exercise the right of purchase
set forth in the attached  Warrant to purchase  thereunder  ____________________
shares of the Common  Stock (the  "Warrant  Shares")  provided  for  therein and
requests that the Warrant Shares be issued in the name of

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

(Please Print Name, Address and SSN or EIN of Shareholder above)

Dated:______________

Name of Warrantholder or Assignee:
                                  ----------------------------------------------
                                                  (Please Print)


Signature:
          ----------------------------------------------------------------------
          (Signature must conform in all respects to name of holder as specified
           on the face of the Warrant.)

Address:
        ------------------------------------------------------------------------

        ------------------------------------------------------------------------

Aggregate Warrant Price Paid: $__________________

Method of payment:
                  --------------------------------------------------------------
                                         (Please Print)

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Medallion  Signature  Guarantee  (required if an  assignment  of Warrant  Shares
acquired on exercise is made upon exercise.)

                                       10