SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

     THIS  SECOND  AMENDMENT  TO AMENDED AND  RESTATED  CREDIT  AGREEMENT  (this
"AMENDMENT")  is made and entered  into as of October 31, 1999,  between  VODAVI
COMMUNICATIONS   SYSTEMS,   INC.   ("BORROWER")  and  GENERAL  ELECTRIC  CAPITAL
CORPORATION, a New York corporation ("LENDER").

                                  WITNESSETH:

     WHEREAS,  the  Borrower  and  the  Lender  entered  into a  certain  Credit
Agreement,  dated as of April 11, 1994 between  Vodavi  Communications  Systems,
Inc., as borrower,  and General  Electric  Capital  Corporation,  as lender,  as
amended and  restated  as of June 11, 1997 (the  "AMENDED  AND  RESTATED  CREDIT
AGREEMENT")  and as further  amended by that certain Fourth  Amendment to Credit
Agreement  dated as of September 30, 1999 (the "FOURTH  AMENDMENT;"  the Amended
and Restated Credit Agreement, as amended by the Fourth Amendment is hereinafter
referred to as the  "CREDIT  AGREEMENT;"  capitalized  terms used herein and not
otherwise  defined herein shall have the meanings given such terms in the Credit
Agreement),  whereby the Lender  agreed to make certain  loans to the  Borrower,
subject  to  the  terms,  covenants  and  conditions  contained  in  the  Credit
Agreement; and

     WHEREAS,  the  Borrower  has  requested  that the Lender  modify the Credit
Agreement  to as  described  herein  and the  Lender  is  willing  to make  such
modifications, subject to the terms and conditions of this Amendment;

     NOW,  THEREFORE,  in  consideration  of the premises  and mutual  covenants
herein  contained,  and other good and valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

     1.  REDESIGNATION  OF FOURTH  AMENDMENT.  In order to avoid  confusion  the
Fourth Amendment is hereby  redesignated and deemed to be the First Amendment to
the Amended and Restated Credit Agreement,  and references therein to the Credit
Agreement  shall be deemed to be references  to the Amended and Restated  Credit
Agreement.

     2. AMENDMENTS. (a) Section 1.1 of the Credit Agreement is hereby amended by
inserting in the proper order within such section the following definition:

     "REPURCHASE FEE" shall have the meaning assigned to it in Section 2.3(d).

     (b) Section 1.1 of the Credit  Agreement is hereby amended by replacing the
definition "Fees" with the following:
<PAGE>
          "FEES" shall mean the Closing  Fee,  the Non-use  Fee, the  Commitment
     Fee, the Prepayment  Fee, the Repurchase Fee, the Letter of Credit Fees and
     any other fees due to Lender pursuant to the Loan Documents.

     (c)  Section  2.1(e)  of the  Credit  Agreement  is hereby  deleted  in its
entirety and replaced by the following:

          (e) Use of  Proceeds.  Borrower  shall  utilize  the  proceeds  of the
     Revolving  Credit  Advances to provide working capital for Borrower and the
     other Credit  Parties and to repurchase up to $1,500,000 of the  Borrower's
     common stock as permitted  pursuant to Section  7.12.  Borrower may request
     that Lender incur Letter of Credit  Obligations to support any  transaction
     for which Borrower could obtain a Revolving  Credit Loan  hereunder,  other
     than the repurchase of common stock.

     (d) Section 2.3 of the Credit  Agreement is hereby  amended by inserting at
the end thereof the following new Section 2.3(d):

          (d) Stock  Repurchase  Fee. As  additional  compensation  for Lender's
     increased  risks  associated with permitting the Borrower to repurchase its
     common  stock on the  terms  and  conditions  specified  in  Section  7.12,
     Borrower agrees to pay to Lender, in arrears for the preceding quarter,  on
     the first Business Day of each quarter prior to the Commitment  Termination
     Date and on the Commitment  Termination  Date, a fee (the "REPURCHASE FEE")
     in an amount equal to two percent flat (2.00%) of the dollar amount paid to
     repurchase such stock during such period.

     (e) Section 7.12 of the Credit  Agreement is hereby amended by replacing it
in its entirety with the following:

          7.12  RESTRICTED  PAYMENTS.  The  Credit  Parties  shall  not make any
     Restricted Payment,  provided that during the period commencing November 1,
     1999 and ending June 30, 2000 (the  "purchase  period"),  the  Borrower may
     repurchase its common stock subject to the following conditions:

          (a)  the  aggregate  purchase  price paid for such stock over purchase
               period shall not exceed $1,500,000,
          (b)  both before and after  giving  effect to each such  purchase,  no
               Default shall have occurred and be continuing, and
          (c)  at the time of, and after  giving  effect to, each such  purchase
               the  Company   shall  have  unused   Revolving   Credit   Advance
               Availability of not less than $750,000.

                                       -2-
<PAGE>
     2.  REPRESENTATIONS  AND  WARRANTIES.  The Borrower  hereby  represents and
warrants  to the  Lender  that (a) this  Amendment  has  been  duly  authorized,
executed  and  delivered  by the  Borrower,  (b) no Default has  occurred and is
continuing as of this date, and (c) each of the  representations  and warranties
of the Borrower made in or pursuant to this  Amendment  and the other  Financing
Documents is true and correct, except to the extent that any such representation
or warranty  expressly relates to an earlier date and except for changes therein
expressly  permitted or expressly  contemplated  by the Credit  Agreement,  both
before and after giving effect to this Amendment.  Any breach by the Borrower of
its representations and warranties contained in this Section 2 shall be an Event
of Default for all purposes of the Credit Agreement.

     3. RATIFICATION.  The Borrower hereby ratifies and reaffirms each and every
term and  condition set forth in the Credit  Agreement  and all other  documents
delivered by the Borrower in connection  therewith (including without limitation
the other Loan Documents to which the Borrower is a party),  effective as of the
date hereof.

     4.  ESTOPPEL.  To induce  the  Lender to enter  into  this  Amendment,  the
Borrower  hereby  acknowledges  and agrees that,  as of the date  hereof,  there
exists no right of offset,  defense or  counterclaim in favor of the Borrower as
against the Lender with respect to the  obligations  of the  Borrower  under the
Credit  Agreement  or the other Loan  Documents,  either with or without  giving
effect to this Amendment.

     5. CONDITIONS TO EFFECTIVENESS. The Amendments contained in Section 1 shall
become  effective  retroactive  to the date as of which this Amendment is dated,
subject to the satisfaction of the following conditions:

     (a) the receipt by the Lender of this Amendment,  together with the Consent
attached  hereto,  duly  executed,  completed and  delivered by the Lender,  the
Borrower, and the other Credit Parties;

     (b)  the  receipt  by the  Lender  of a  certificate  signed  by the  chief
financial  officer or treasurer  of the  Borrower to the effect that,  as of the
date of this Amendment, (i) no Default shall have occurred and be continuing and
(ii) each of the representations and warranties of the Credit Parties made in or
pursuant to this Amendment and the other  Financing  Documents  executed by such
Person is true,  except to the extent that any such  representation  or warranty
expressly  relates to an earlier date and except for changes  therein  expressly
permitted or expressly  contemplated  by the Credit  Agreement,  both before and
after giving effect to this Amendment;

     (c) the  receipt by the Lender of such  other  documents  as the Lender may
reasonably request.

     6.  GOVERNING  LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK FOR CONTRACTS TO BE PERFORMED
ENTIRELY WITHIN SAID STATE.

                                       -3-
<PAGE>
     7.  SEVERABILITY  OF PROVISIONS.  Any provision of this Amendment  which is
prohibited by, or invalid under the Applicable Law of any jurisdiction  shall be
ineffective to the extent of such prohibition or invalidity in such jurisdiction
without  invalidating the remaining  provisions hereof or affecting the validity
or  enforceability  of such provision in any other  jurisdiction.  To the extent
permitted by Applicable  Law,  Borrower  hereby waives any provision of law that
renders any provision hereof unenforceable in any respect.

     8.  COUNTERPARTS.   This  Amendment  may  be  executed  in  any  number  of
counterparts,  all of which shall be deemed to  constitute  but one original and
shall be binding upon all parties, their successors and permitted assigns.

     9. ENTIRE  AGREEMENT.  The Credit  Agreement  as amended by this  Amendment
embodies the entire agreement between the parties hereto relating to the subject
matter  hereof  and  supersede  all  prior   agreements,   representations   and
understandings, if any, relating to the subject matter hereof.

                  [Remainder of Page Intentionally Left Blank]

                                       -4-
<PAGE>
     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly executed by their respective duly authorized officers, as of the date first
above written.

                                        VODAVI COMMUNICATIONS SYSTEMS, INC.

                                        By: /s/ Tammy M. Powers
                                            ------------------------------------
                                            Name: Tammy M. Powers
                                            Title: Chief Financial Officer


                                        GENERAL ELECTRIC CAPITAL CORPORATION

                                        By: /s/ Timothy J. Rafanello
                                            ------------------------------------
                                            Name: Timothy J. Rafanello
                                            Title: Duly Authorized Signatory

                                       -5-
<PAGE>
                                     CONSENT

     The  undersigned  Credit  Party  hereby  acknowledges  and consents to, and
agrees to the terms of, the foregoing Second Amendment to Credit Agreement,  and
ratifies and confirms its obligations  under the Loan Documents,  as of the date
of the foregoing Amendment.

                                        ENHANCED SYSTEMS, INC.

                                        By: /s/ Tammy M. Powers
                                            ------------------------------------
                                            Name: Tammy M. Powers
                                            Title: Chief Financial Officer

                                       -6-