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EXHIBIT 10-22

EXHIBIT 10-22 CONTAINS MATERIAL THAT IS THE SUBJECT OF A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED.

                       EXECUTONE INFORMATION SYSTEMS, INC.
                   AMENDED AND RESTATED DISTRIBUTOR AGREEMENT

AGREEMENT effective as of April 1, 1998, between EXECUTONE INFORMATION SYSTEMS,
INC., a Virginia corporation ("Company") and Claricom, Inc., d/b/a/ Executone
Business Solutions, a Delaware corporation ("Distributor").

WHEREAS, the parties hereto are currently party to a Distributor Agreement dated
as of May 31, 1996, amended as of December 19, 1996 (as amended, the "Prior
Agreement"), pursuant to which Company (as defined in Section 25 below) has
appointed Distributor as an Authorized Distributor in certain territories for
Authorized Products and Authorized Software;

WHEREAS, the execution and delivery of the Prior Agreement was a condition to
Distributor's Purchase and the Company's sale of the Company's DSO Business as
defined in the Purchase Agreement pursuant to an Asset Purchase Agreement by and
among the Company, EXECUTONE Network Services, Inc., Claricom Holdings, Inc.
(formerly known as Tone Holdings, Inc.) and the Distributor dated April 9, 1996,
as amended (the "Purchase Agreement");

WHEREAS, the parties to the Prior Agreement wish to amend and restate the Prior
Agreement as provided herein;

WHEREAS, Company wants to appoint Distributor as an Authorized Distributor of
the products described in Exhibit B (the "Authorized Products"), including spare
parts therefor, and as a licensee of any Software imbedded therein or otherwise
an integral part thereof described in Exhibit B (the "Authorized Software"),
within the area described in Exhibit A to this Agreement ("Distributor's Area");
and

WHEREAS, Distributor wants to be appointed, to promote the sale and service of
the Authorized Products, and to sublicense the use of the Authorized Software in
conjunction with the sale of the Authorized Products;

NOW, THEREFORE, in consideration of the mutual promises in this Agreement and
other good and valuable consideration, the parties agree as follows:

1. AUTHORIZED DISTRIBUTOR. Except as provided in the Cross-Territorial Policy
attached hereto as Exhibit D, which is hereby incorporated by reference in this
Agreement, Distributor is granted the non-exclusive rights, as indicated in
Exhibit B, and, in accordance with the terms of this Agreement Distributor
agrees, to sell, service and maintain the Authorized Products and to sublicense
the Authorized Software throughout Distributor's Area. Authorized Products and
Authorized Software are the products and software in the Product Group described
in the Exhibit B executed by the Distributor and for which a Quota has been
agreed to by execution of a related Exhibit J. Distributor is not authorized
hereunder to market, sell, license, sublicense or service National Accounts or
Federal Accounts except as provided in Exhibit E ("National Accounts Policy" or
"NAP") and Exhibit F ("Federal Accounts Policy" or "FAP"), respectively, each of
which shall be effective only if separately executed by Distributor and Company.
Distributor is not authorized hereunder to market, sell, license, sublicense or
service the Authorized Products or Authorized Software to Call Center Customers
or Health Care Accounts, except as provided in Exhibit G ("CCM Accounts Policy"
or "CAP") or Exhibit H ("Health Care Accounts Policy" or "HCAP"), each of which
shall be effective only if separately executed by Distributor and the Company;
provided, however, that Distributor is authorized to offer, sell, install and
service Authorized Telephony Products and offer, license, install and service
Authorized Telephony Software to Health Care Accounts who are not Health Care
National Accounts or acute care hospitals in those portions of Distributor's
Area in which there is no exclusive authorized Health Care Product Group
distributor. The portions of Distributor's Area in which there is an exclusive
Health Care Product Group distributor are marked on Exhibit A hereto.





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2. COMPANY SUPPORT OF DISTRIBUTOR NETWORK. In order to support Company's
nationwide network of authorized distributors, Company shall:

    (a) refer to Distributor a portion of the leads for Authorized Products and
        Authorized Software in each county in Distributor's Area of which
        Company becomes aware, in the same proportion as Distributor bears to
        the number of all authorized distributors of Authorized Products and
        Authorized Software for such county in Distributor's Area;

    (b) make available promotional programs and materials from time to time at
        Company's discretion subject to Company's normal charges for such
        programs and materials;

    (c) sell, at special prices or terms, an assortment of the Authorized
        Products to be used by Distributor to demonstrate those products to
        customers and to train personnel;

    (d) make available courses and materials for training Distributor's
        personnel at Company's normal charges;

    (e) make available technical and service support, including installation and
        technical manuals, subject to Company's normal charges for such support,
        except that technical support shall be provided free of charge to
        technicians and other Distributor representatives who are employed by
        Distributor (while Distributor is an authorized distributor) on products
        or software for which the requesting Distributor representative is
        currently Company-certified;

    (f) market the Authorized Products directly to National Accounts,
        Cross-Territorial Accounts and Company Accounts (as defined below) in
        accordance with the Cross-Territorial Policy and the applicable Company
        Account Policy, all of which Company expressly reserves the right to
        amend (except as provided therein) from time to time when Company in its
        reasonable discretion determines such amendment to be desirable.
        "Company Accounts" shall mean those customer groups, i.e., National
        Accounts, Federal Accounts, CCM Accounts and/or Health Care Accounts,
        for which Distributor has executed the applicable Company Account Policy
        (Exhibit E, F, G and/or H, respectively);

    (g) act in good faith and in a fair, equitable, and ethical manner both to
        Distributor and end-users with respect to all matters covered by this
        Agreement;




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    (h) utilize its best efforts to provide to Distributor Authorized Products
        that are competitive in the marketplace in function, features and price.
        Distributor and Company recognize that, from time to time, Company will
        develop and introduce new products bearing the Authorized Trademarks,
        and that by providing these products the Company enhances the ability of
        Distributor to achieve its Quotas. Company shall make such new
        Authorized Products available to Distributor for Distributor's Area on
        the same non-exclusive basis as applies to the Authorized Trademark
        brands hereunder and thereafter such new Authorized Products shall be
        Authorized Products as defined in this Agreement;

(i)     use its best efforts to have Distributor elected to Company's
        Independent Distributor Advisory Board;

(j)     as soon as available after the end of each fiscal year, deliver to
        Distributor financial statements consisting of balance sheet, income
        statement and, at Distributor's request, a statement of sources and uses
        of funds for such year prepared in accordance with generally accepted
        accounting principles and reviewed by a certified public accountant; and

(k)     not disparage the Distributor or the Distributor's employees in any
        sales brochures, presentations or materials produced by Company or in
        any advertisements approved by Company and take reasonable corrective
        action in the event Company determines that any employee of Company has
        engaged or is engaging in such disparagement.

3. TRADEMARK LICENSE AND USE. In order to promote and protect the Company's
trademark rights, the parties agree that:

    (a) AUTHORIZED USES. Company grants to Distributor a nonexclusive,
        non-transferable (except as provided herein) license to use the
        trademarks described in Exhibit C (the "Authorized Trademarks"):
        (i)    only in connection with the sale and service, and promotion of
               sale and service, of the Authorized Products and Authorized
               Software;
        (ii)   only in the Distributor's Area;
        (iii)  only during the term of this Agreement or to service products
               installed prior to the termination of this Agreement;
        (iv)   only in the manner described in this Section and Exhibit C; and
        (v)    as provided in the Purchase Agreement (excluding Sections 8.6 and
               8.11(c) of the Purchase Agreement).

    (b) PROHIBITED USES. Distributor is not granted any license or right to use
        the mark or name EXECUTONE INFORMATION SYSTEMS, EISI, OR EIS, or any
        comparable derivative thereof. Except as expressly authorized in Exhibit
        C (the "Authorized Name"), Distributor shall not use the Authorized
        Trademarks as part of Distributor's trade or corporate name, nor shall
        Distributor otherwise trade under the Authorized Trademarks or any
        derivative thereof.

    (c) NONTRANSFERABILITY. Distributor shall not assign or sublicense its
        rights to use any of the Authorized Trademarks or Authorized Name to any
        other person or entity, except as otherwise permitted by this Agreement.

    (d) DISTRIBUTOR'S COVENANTS.  Distributor hereby agrees that Distributor:
        (i)    shall use the Authorized Trademarks only as expressly authorized
               and only in conjunction with the R or TM symbol as appropriate;
        (ii)   shall not, either in or outside of Distributor's Area, use the
               Authorized Trademarks in any disparaging way or in any way that
               might confuse other products with the Authorized Products in a
               manner which would jeopardize the Company's interests in the
               Authorized Trademarks; and
        (iii)  shall not challenge or contest in any way the validity of the
               Authorized Trademarks, their registration or their ownership by
               the Company.

    (e) PRODUCT ALTERATIONS. Distributor may affix to the back of any Authorized
        Product or packaging or documentation of a copy of Authorized Software a
        legend in the following form:

                              For Sales and Service
                              (Name of Distributor)
                            (Address of Distributor)





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                     (Local Telephone Number of Distributor)
                               (Installation Date)

                       For 24-Hour Emergency Service Call:
                               (Telephone Number)

        However, Distributor shall not remove, change, obscure, or add to the
        labels, markings, names or trademarks that Company has affixed to any
        Authorized Product or Authorized Software.

4. DISTRIBUTOR'S SALES RESPONSIBILITIES. In order to develop the market for the
Authorized Products and Authorized Software in Distributor's Area, Distributor
shall:

    (a) maintain accurate records with respect to sales of the Authorized
        Products and sublicenses of the Authorized Software (which records are
        acknowledged to be the proprietary business information of Distributor);

    (b) maintain a sufficient inventory of the Authorized Products and
        Authorized Software to meet the demand in Distributor's Area for
        accounts being installed, sold or serviced by Distributor;

    (c) timely install the Authorized Products and Authorized Software in a
        workmanlike and professional manner in accordance with instructions and
        specifications for accounts being installed, sold or serviced by
        Distributor;

    (d) properly train customers' personnel in the operation and use of the
        Authorized Products and Authorized Software, as reasonably requested by
        customers for accounts being installed, sold or serviced by Distributor;

    (e) maintain a trained sales force to sell Authorized Products and license
        Authorized Software within Distributor's Area;

    (f) not disparage the Company or the Company's employees, the Authorized
        Products or Authorized Software or any Other Company Products in any
        sales brochures, presentations or materials produced by Distributor or
        in any advertisements approved by Distributor and take reasonable
        corrective action in the event Distributor determines that any employee
        of Distributor has engaged or is engaging in such disparagement ;

    (g) except as specifically provided for in Section 4(i) and (j) herein,
        refrain from selling the Authorized Products or sublicensing the
        Authorized Software to any entity other than to end-users located in
        Distributor's Area;

    (h) refrain from selling the Authorized Products and spare parts therefor
        and sublicensing Authorized Software outside of Distributor's Area
        except as specifically authorized by the Cross-Territorial Policy, which
        Company expressly reserves the right to amend (except as provided
        therein) from time to time when Company in its reasonable discretion
        determines such amendment to be desirable, or as otherwise specifically
        authorized in writing;

    (i) refrain from selling the Authorized Products or Authorized Software to
        former authorized distributors of Authorized Products and Authorized
        Software and to secondary market resellers identified to Distributor by
        Company. The Company will provide Distributor with a list of authorized
        distributors upon Distributor's request. The Company will assist
        Distributor in the sale of Distributor's excess inventory of Authorized
        Product to other Authorized Distributors by coordinating an exchange
        program between Distributors or any other entity which Company
        authorizes for the purchase of Distributor's inventory of Authorized
        Product;

    (j) Company and Distributor recognize exchange between Distributors will be
        necessary from time to time for emergency service requirements and
        Company agrees that Distributor may sell Authorized Products to and
        purchase Authorized Products from other Authorized Distributors for this
        purpose. Distributor agrees that such sales and purchases of Authorized
        Products will be of an incidental nature for emergency purposes. Company
        and Distributor recognize that such incidental sales and purchases
        between Distributors are in the best interest of the Company and its
        Distributors in order to facilitate quick response to service outages;
        however, Distributor and Company specifically agree that it is not the
        intent of this




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        Section 4(j) for Distributor to become a source of product supply to any
        other Distributor and/or for Distributor to purchase the Authorized
        Products in bulk from the Company to take advantage of Company's volume
        purchase discounts and resell portions of such bulk purchases to any
        other Authorized Distributor; and

    (k) obtain at Distributor's expense all state, local, and other licenses and
        permits necessary for operation of Distributor's business of selling,
        servicing and maintaining Authorized Product and Authorized Software,
        and furnish Company with Distributor's local sales tax license number.

5. DISTRIBUTOR'S SERVICE RESPONSIBILITIES. In order to service adequately
customers being installed, sold or serviced by Distributor in Distributor's Area
and to ensure consistent nationwide service of the Authorized Products and
Authorized Software for such customers, Distributor shall:

    (a) install and service, subject to Distributor's customary charges and
        credit criteria, all Authorized Products and Authorized Software, being
        installed, sold or serviced by Distributor in Distributor's Area,
        subject to the Cross-Territorial Policy; provided, however, that
        installation and service for National Accounts and Federal Accounts
        shall not be provided except pursuant to the NAP, and/or the FAP,
        respectively, executed by Distributor, and) installation and service for
        CCM Accounts and Health Care Accounts shall not be provided except
        pursuant to the CAP and/or HCAP executed by Distributor, respectively.

    (b) install and service, upon the request of Company, and subject to the
        applicable Company Accounts Policy, Other Company Products for any group
        of Company Accounts for which Distributor has executed the applicable
        Company Account Policy (Exhibit E, F, G and/or H, respectively). "Other
        Company Products" are defined as any products or software marketed, sold
        or licensed by the Company that are not Authorized Products or
        Authorized Software as defined herein and are products or software
        approved as "Other Company Products" hereunder by the Independent
        Distributors' Advisory (IDA) Board.

    (c) except to the extent that faster response times are reasonably required
        by Company for Cross-Territorial Accounts or Company Accounts, respond:
        (i)     within 4 hours to all Emergency Service Requests, defined as all
                requests to remedy problems that are not isolated failures of a
                minority of station instruments and/or a minority of trunks
                and/or system components not required for normal processing of
                voice and/or data communications; and
        (ii)    within 48 hours to 95% of all non-Emergency Service Requests;
                and
        (iii)   within ten (10) business days to 100% of customers' requests for
                routine adds, moves or changes of equipment, subject to
                availability of product from Company.

    It is the intent of this Section that Distributor utilize its best efforts
    to achieve these goals on a consistent basis. Occasional failures and/or
    delays will not be a Material Breach of this Agreement.

    (d) make available emergency service 24 hours a day, 365 days a year for all
        of its customers in Distributor's Area, all Cross-Territorial Accounts
        and all Company Accounts, as applicable, being sold, installed or
        serviced by Distributor, subject to the NAP, FAP, CAP and/or HCAP as
        agreed to in writing by the Distributor;

    (e) as requested by Company, make available installation and service for
        Authorized Products and Authorized Software to Cross-Territorial
        Accounts in Distributor's Area subject to the Cross-Territorial Policy
        and to Company Accounts, as applicable, in Distributor's Area, subject
        to the NAP, FAP, CAP, and/or HCAP as agreed to in writing by the
        Distributor, as applicable;

    (f) maintain trained personnel, spare parts, and equipment sufficient to
        service all Authorized Products and Authorized Software being sold,
        installed or serviced by Distributor in Distributor's Area and all Other
        Company Products for any group of Company Accounts for which (but only
        for which) Distributor has executed the applicable Company Account
        Policy (Exhibit E, F, G and/or H, respectively); and

    (g) maintain complete records of all service requests and service calls
        (which records are acknowledged to be the proprietary business
        information of Distributor), including: the name of the customer; the
        date(s) and time(s) of the request, response, and correction of the
        problem; the nature of the problem; any parts used; any charges; and
        whether the service was performed under warranty.

6.  DISTRIBUTOR'S FINANCIAL AND REPORTING RESPONSIBILITIES.





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    (a) FINANCIAL CONDITION. Distributor shall maintain a financial condition
        adequate to perform its obligations hereunder.

    (b) REPORTING RESPONSIBILITIES.  Distributor shall submit to Company:

        (i)    as soon as available after the end of each fiscal year, financial
               statements consisting of balance sheet and income statement
               showing Distributor's financial condition, and at Company's
               request, a statement of sources and uses of funds, for such year
               prepared in accordance with generally accepted accounting
               principles and reviewed by a certified public accountant;

        (ii)   at Company's request, a list of all persons and entities having
               an ownership interest in Distributor, and the nature and
               percentage of each such ownership interest;

        (iii)  within thirty (30) days of the end of each quarter Distributor
               will complete and send to Company a summary report of retail
               sales of Authorized Products and service activity performed by
               Distributor within Distributor's Area. The information required
               may be modified from time to time as reasonably required by
               changes in the market or within the industry. The information
               provided by Distributor will be analyzed by Company and
               consolidated on a national and regional basis and reported back
               to Distributor;

        (iv)   upon request of the Company within 15 days after the end of each
               month, to the extent required by any license or VAR agreement
               between the Company and any third party software licensor of
               software contained in or sold with Authorized Products or
               Authorized Software, including Oracle Corporation, the names and
               addresses of sublicensees of such software sublicensed by
               Distributor within the preceding month, the date of purchase and
               installation, the specific Authorized Product and Authorized
               Software installed, including the make or model designation and
               the software release number of the software programs licensed,
               and the maximum number of users per system; provided, however,
               that this subparagraph shall not apply to licenses of Authorized
               Software licensed directly by the Company to Distributor's
               customers and provided further that the Distributor shall have no
               obligations under this paragraph unless the Company provides
               evidence of such third party requirement if requested by
               Distributor. Company agrees to provide third party software
               license forms when such software is ordered and/or before the
               software is downloaded for execution by Distributor's customers,
               to compile the information required to be reported, and to
               maintain the confidentiality of and not to use such information
               in any manner whatsoever, except to the extent it is required to
               provide such information to the third party software licensor,
               without the prior written consent of the Distributor;

        (v)    [CONFIDENTIAL TREATMENT REQUESTED]; and

        (vi)   as requested by the Company, but not more than once per quarter,
               a report of the size of Distributor's sales force for Authorized
               Products and Authorized Software by Office (for the purposes of
               this Agreement "Office" is defined as Distributor's main office
               locations, excluding any satellite locations).

7.  PURCHASE, PAYMENT, SALES AND SHIPMENTS.

    (a) PURCHASE AND PAYMENT BY DISTRIBUTOR.

        (i)    FORECASTS. In order to assist Company in scheduling the
               production and delivery of the Authorized Products, Distributor
               will deliver and update during the term of this Agreement a
               rolling six-month forecast of its purchases. Distributor's
               initial forecast is attached hereto as Exhibit I. On or before
               the first day of each calendar month, Distributor shall deliver
               an updated forecast in the form attached hereto as Exhibit I.
               Each such forecast shall cover the succeeding six calendar
               months. Such forecasts are nonbinding and for advisory or
               planning purposes only.

        (ii)   QUOTA DETERMINATION. Quota is defined as the minimum dollar
               volume of Authorized Product and Authorized Software that
               Distributor must purchase or license from Company during each
               calendar year of this Agreement in order to enjoy certain
               benefits described in 7(b) that are contingent on Quota
               attainment. The Quota shall be stated in terms of actual
               purchases of Authorized Products and Authorized Software. Subject
               to Section 7 (b) (i), the Quotas as of the date of this Agreement



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               are stated in Exhibit J hereto. Quotas for additional areas or
               territories, for Expansion Areas, for product groups other than
               the Telephony Product Group, and for New Telephony Products as
               defined in Exhibit B, shall be mutually agreed upon in writing by
               Company and Distributor with reference to (i) the actual
               potential new install customers within Distributor's Area, as
               shown by the ABI database of opportunities representing between
               20 and 250 desktops, and adjusted, pursuant to formulas agreed to
               by the IDA Board, to take account of Distributor's existing
               customer base, reasonable shrinkage factor and close ratios,
               average system price and system life, and (ii) the estimated
               equipment value of MAC and service business in Distributor's
               Area.

        (iii)  QUOTA MEASUREMENT. The Quota for any calendar quarter (a
               "Quarter") shall be one-fourth of the annual Quota for the
               calendar year in which the Quarter falls, unless otherwise
               specified herein. For any additional years of this Agreement, the
               Quotas shall be determined by reference to the formula set forth
               in subsection (ii) and as otherwise mutually agreed in writing
               between Company and Distributor. For purposes of Quota
               performance measurement, Company will calculate the Distributor's
               purchases based upon the aggregate actual dollar amount of
               Distributor's purchases of Authorized Products and Authorized
               Software. Provided Distributor is not on credit hold, purchases
               for this purpose will include orders for Authorized Product and
               Authorized Software that have not yet been shipped due to the
               Company being backordered on such Authorized Product, but
               purchases shall not include any orders that are delayed due to
               Distributor's credit hold. Following the end of each Quarter,
               Company will provide Distributor with a report of Distributor's
               Quota performance.

        (iv)   PURCHASE ORDERS. Orders for the purchase of the Authorized
               Products and Authorized Software shall be made by Distributor by
               purchase orders, specifying the quantity and description of
               Authorized Products and Authorized Software desired. Any term or
               condition of such purchase orders that is inconsistent with any
               term or condition of this Agreement shall be of no force and
               effect whatsoever, and any additional term or condition of such
               purchase order shall be construed so as to be consistent with the
               intent of this Agreement.

        (v)    PAYMENT. Subject to subsection 7(b), payment by Distributor to
               Company for each order of Authorized Products and Authorized
               Software shall be made in cash, or by check or wire transfer.
               Subject to Company's rights under Section 7(b)(ii), payment by
               Distributor shall be made within the longer of (i) sixty days of
               the invoice date or (ii) the longest payment terms provided to
               any of the Company's other distributors of any Authorized
               Products or Authorized Software that purchases an amount equal to
               or less than Distributor of such products for an equivalent
               period of time, on the same terms and conditions provided to such
               other authorized distributors (the "Standard Payment Period").
               The Standard Payment Period shall be in effect until the earlier
               of May 31, 1999 and such time as 60-day payment terms are no
               longer required by Distributor's banks. Upon termination of the
               Standard Payment Period, payment by Distributor shall be made
               within the longer of (a) thirty days of invoice date or (b) the
               longest Company-approved payment terms provided to any other
               distributor of Authorized Product and Authorized Software whose
               purchases are equal to or less than Distributor's purchases in
               any given period for the balance of the term of this Agreement.
               The invoice amount shall reflect the provisions of Section
               7(b)(i) and any other pricing discounts, including promotional
               pricing, which may be agreed to by Company and Distributor from
               time to time. Distributor shall pay each invoice in full subject
               to appropriate credits and offsets. Distributor must notify
               Company in writing within 30 days of the date of the invoice or
               the date of receipt of product ordered, whichever is later, of
               any disputed invoice amount along with an explanation of the
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    (b) SALES AND SHIPMENTS BY COMPANY.

             (i)      PRICES AND TERMS.

             (A) Subject to Section 7 (b) (i) (B), and Section 7 (b) (i) (C),
             Company will sell all Authorized Products and Authorized Software
             at prices and on terms determined by Company from time to time, as
             reflected in the Company's Authorized Product Price Book. All
             prices are exclusive of all taxes including federal, state, and
             local sales, use, value-added or similar taxes. Distributor will
             pay all such taxes, excluding taxes on Company's income, unless
             Distributor has given Company a valid exemption resale certificate
             prior to shipment. Subject to paragraph 7 (b) (i) (B) and 7 (b) (i)
             (C) hereof, Company expressly reserves the right to change prices
             with not less than forty-five days notice to Distributor; provided,
             however, that Company (a) will honor pricing for a proposal
             delivered prior to the price change notice for 90 days from the
             date of the proposal, (b) will honor pricing for any customer
             contract, if the contract was signed within the period following
             the date of proposal specified in (a) above or prior to the date of
             the price change notice, and if the product is shipped to
             Distributor within ninety (90) days from the date of the applicable
             contract.

             (B) During the calendar year 1998, the following shall apply:

             At all times during the period or periods in which Distributor is
             not in Material Breach of this Agreement, and if the dollar amount
             of Distributor's aggregate actual purchases of Authorized Products
             and Authorized Software, measured as of (and including) the last
             day of each Quarter, equals or exceeds, (1) with respect to the
             second Quarter of 1998, [CONFIDENTIAL TREATMENT REQUESTED], or (2)
             with respect to the second and third Quarters of 1998 together,
             [CONFIDENTIAL TREATMENT REQUESTED], then during the succeeding
             Quarter, the Company agrees to sell to Distributor at a discount of
             [CONFIDENTIAL TREATMENT REQUESTED] off list prices reflected in the
             Company's Authorized Product Price Book except for products in
             discount categories S, N,. P, C, D and Z, and on the most favorable
             terms and conditions, excluding discount levels, made available to
             any other authorized distributor for a territory located in the
             United States for the same products, excluding sales to the Federal
             Government, in each case on the same terms and conditions provided
             to such other authorized distributor applicable to such more
             favorable terms and conditions which terms and conditions shall be
             reasonably related to such other more favorable terms and
             conditions provided to such other distributor. If the dollar amount
             of Distributor's aggregate actual purchases of Authorized Products
             and Authorized Software, measured as of (and including) the last
             day in a particular Quarter, equals or exceeds, (1) with respect to
             the second Quarter of 1998, [CONFIDENTIAL TREATMENT REQUESTED], or
             (2) with respect to the second and third Quarters of 1998 together,
             [CONFIDENTIAL TREATMENT REQUESTED], then during the succeeding
             Quarter the applicable discount will be [CONFIDENTIAL TREATMENT
             REQUESTED] off list prices reflected in the Company's Authorized
             Product Price Book, except for products in discount categories S,
             N,. P, C, D and Z, and sales will be on the most favorable terms
             and conditions, excluding discount levels, made available to any
             other authorized distributor (for a territory located in the United
             States for the same products, excluding sales to the Federal
             Government) that purchased an amount equal to or less than
             Distributor during the applicable measurement period, in each case
             on the same terms and conditions provided to such other authorized
             distributor applicable to such more favorable terms and conditions
             which terms and conditions shall be reasonably related to such
             other more favorable terms and conditions. If the dollar amount of
             Distributor's aggregate actual purchases of Authorized Products and
             Authorized Software, measured as of (and including) the last day in
             a particular Quarter, is less than, (1) with respect to the second
             Quarter of 1998, [CONFIDENTIAL TREATMENT REQUESTED] or (2) with
             respect to the second and third Quarters of 1998 together,
             [CONFIDENTIAL TREATMENT REQUESTED], then during the succeeding
             Quarter the applicable discount will be [CONFIDENTIAL TREATMENT
             REQUESTED] off list prices reflected in the Company's Authorized
             Product Price Book, except for products in discount categories S,
             N,. P, C, D and Z, and sales will be on the most favorable terms
             and conditions, excluding discount levels, made available to any
             other authorized distributor (for a territory located in the United
             States for the same products, excluding sales to the Federal
             Government) that purchased an amount equal to or less than
             Distributor during the applicable measurement period, in each case
             on the same terms and conditions provided to such other authorized
             distributor applicable to such more favorable terms and conditions
             which terms and conditions shall be reasonably related to such
             other more favorable terms and conditions. Distributor's failure to
             qualify for the best or any other discount level or other more
             favorable terms as of the end of any Quarter shall in no way
             prejudice or affect the Distributor's ability to qualify for



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             such best or any other discount level or other more favorable terms
             as of the end of any other Quarter. For all purposes herein, the
             Distributor shall be deemed pre-qualified for the [CONFIDENTIAL
             TREATMENT REQUESTED] discount as provided above and other more
             favorable terms and conditions during the second Quarter of 1998.

             (C) On and as of the first day of the first Quarter of 1999, the
             following shall apply:

             At all times during the period or periods in which Distributor is
             not in Material Breach of this Agreement, and if the dollar amount
             of Distributor's aggregate actual purchases of Authorized Products
             and Authorized Software measured as of (and including) the last day
             of each Quarter, equals or exceeds (1) with respect to the second,
             third and fourth Quarters of 1998 together, [CONFIDENTIAL TREATMENT
             REQUESTED], or (2) thereafter, with respect to the immediately
             preceding four Quarters, 100% of the Distributor's Quota for such
             rolling four-quarter period, then during the succeeding Quarter the
             Company agrees to sell to Distributor at the most favorable terms
             and conditions, including without limitation the greater of a
             [CONFIDENTIAL TREATMENT REQUESTED] discount and the most favorable
             prices, discount levels and promotional pricing, made available to
             any other authorized distributor for a territory located in the
             United States for the same products, excluding sales to the Federal
             Government, in each case on the same terms and conditions provided
             to such other authorized distributor applicable to such more
             favorable terms and conditions which terms and conditions shall be
             reasonably related to such other more favorable terms and
             conditions. If the dollar amount of Distributor's aggregate actual
             purchases of Authorized Products and Authorized Software, measured
             as of (and including) the last day of each Quarter, (1) with
             respect to the second, third and fourth Quarters of 1998 together,
             equals or exceeds [CONFIDENTIAL TREATMENT REQUESTED], or (2)
             thereafter, with respect to the immediately preceding four
             Quarters, is less than 100% of the Distributor's Quota for such
             rolling four-quarter period but is equal to or greater than
             [CONFIDENTIAL TREATMENT REQUESTED], then during the succeeding
             Quarter the applicable discount will be the greater of
             [CONFIDENTIAL TREATMENT REQUESTED] the best discount (including
             promotional pricing) made available to any other authorized
             distributor for a territory located in the United States for the
             same products, excluding sales to the Federal Government, in each
             case on the same terms and conditions provided to such other
             authorized distributor applicable to such more favorable terms and
             conditions, and sales will be on the most favorable terms and
             conditions, excluding discount levels, made available to any other
             authorized distributor (for a territory located in the United
             States for the same products, excluding sales to the Federal
             Government) that purchased an amount equal to or less than
             Distributor during such rolling four quarter period, in each case
             on the same terms and conditions provided to such other authorized
             distributor applicable to such more favorable terms and conditions
             which terms and conditions shall be reasonably related to such
             other more favorable terms and conditions. If the dollar amount of
             Distributor's aggregate actual purchases of Authorized Products and
             Authorized Software measured as of (and including) the last day of
             each Quarter, (1) with respect to the second, third and fourth
             Quarters of 1998 together is equal to or exceeds is less than
             [CONFIDENTIAL TREATMENT REQUESTED], or (2) thereafter, in a
             particular rolling four-quarter period, is less than [CONFIDENTIAL
             TREATMENT REQUESTED], then during the succeeding Quarter the
             applicable discount will be the greater of [CONFIDENTIAL TREATMENT
             REQUESTED] the best discount (including promotional pricing) made
             available to any other authorized distributor, for a territory
             located in the United States for the same products, excluding sales
             to the Federal Government, in each case on the same terms and
             conditions provided to such other authorized distributor applicable
             to such more favorable terms and conditions, and sales will be on
             the most favorable terms and conditions, excluding discount levels,
             made available to any other authorized distributor (for a territory
             located in the United States for the same products, excluding sales
             to the Federal Government) that purchased an amount equal to or
             less than Distributor during such rolling four quarter period, in
             each case on the same terms and conditions provided to such other
             authorized distributor applicable to such more favorable terms and
             conditions which terms and conditions shall be reasonably related
             to such other more favorable terms and conditions. The
             Distributor's failure to qualify for the best or any other discount
             level or other more favorable terms as of the end of any Quarter
             shall in no way prejudice or affect the Distributor's ability to
             qualify for such best or other discount level or other more
             favorable terms as of the end of any other Quarter.

             (D) In the event that Distributor's purchases during any Quarter,
             measured as provided in this Section 7(b)(i), do not qualify it for
             the best discount level, Company shall give Distributor notice
             within ten days of the end of the Quarter of the amount by which
             Distributor's purchases during the





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             Quarter are less than the amount required to qualify Distributor
             for the higher discount level or levels, and Distributor shall have
             until 30 days following receipt of written notice from Company to
             order (for immediate shipment) sufficient additional Authorized
             Product or Authorized Software to qualify for any higher level
             (which additional purchases shall be applied solely to the Quarter
             preceding such purchases). As soon as Distributor has made such
             additional purchases, it shall immediately qualify for the higher
             discount level and if applicable to such discount level, also
             immediately be entitled to other more favorable terms and
             conditions as set forth in this Agreement, and any orders filled by
             Company after cure (but no orders necessary to effect the cure)
             shall be shipped and invoiced at the higher discount level.
             Notwithstanding the foregoing, in the event Company fails to
             provide the written notice required above, Distributor's purchases
             for the preceding Quarter shall be deemed to be at Quota during
             that Quarter.

             (E) Distributor acknowledges and agrees that the Company may offer
             special new distributor programs, terms and conditions, and
             incentives (collectively, the "Incentives") and that Distributor
             shall not be entitled to such Incentives pursuant to subsection
             7(b)(i) except as otherwise provided in subsection 7(b)(i)(E)(iv)
             and (v) hereof; provided that (i) such Incentives are available
             only for a limited period of time; (ii) such Incentives are
             available only to new distributors or to existing distributors with
             respect to a new territory; (iii) such Incentives do not include
             pricing, discounts and promotional pricing for Authorized Product
             and Authorized Software; (iv) to the extent such Incentives, in the
             aggregate, do not exceed [CONFIDENTIAL TREATMENT REQUESTED] (the
             "Training Incentive Limit"); and (v) all such Incentives shall be
             offered to Distributor on the same terms with respect to a new
             territory. For the purposes of this Section 7(b)(i)(E)(iv),
             measurement of the Training Incentive Limit shall include the cost
             to Distributor should Distributor elect to purchase the same
             technical training directly from Company (excluding travel and
             lodging costs). In the event Company elects to provide technical
             training in excess of the applicable Training Incentive Limit to a
             new distributor, Distributor shall be entitled to receive technical
             training with a cost to Distributor equal to the difference between
             the cost of technical training actually provided and the applicable
             Training Incentive Limit, at such times and for such Offices as
             Distributor deems appropriate. In the event (A) [CONFIDENTIAL
             TREATMENT REQUESTED] or (C) commencing April 1, 1999, and measured
             each Quarter thereafter, Distributor has failed to purchase
             [CONFIDENTIAL TREATMENT REQUESTED] of Authorized Products and
             Authorized Software during the immediately preceding four Quarters,
             then Distributor shall not be entitled to any Incentives as a
             result of Incentives given by the Company under Sections 7(b)(i),
             7(b)(i)(E)(iv), or 7(b)(i)(E)(v), in the case of (A) or (B)
             [CONFIDENTIAL TREATMENT REQUESTED] and in the case of (C)for all
             portions of Distributor's Area during the succeeding Quarter. For
             the purposes of this Section 7(b)(i)(E) only, territory shall not
             be limited to a single county in any state but shall mean the
             market area that includes multiple counties served by an Office.

             (F) Company agrees to promptly notify Distributor in writing (an
             "MFN Notice") if the Company has entered into an agreement with any
             other authorized distributor of any Authorized Products or
             Authorized Software that contains terms and provisions which are
             more favorable to such other authorized distributor than those
             contained herein (such notice to contain a summary of each more
             favorable term and condition). This Agreement shall be deemed to be
             automatically amended to reflect any more favorable term or
             provision on the same terms and conditions provided to such other
             authorized distributor, which terms and conditions shall be
             reasonably related to such other more favorable terms and
             conditions provided to such other authorized distributor, upon
             notice of acceptance by Distributor to the Company within 30 days
             of receipt of the MFN Notice.

             (G) Company and Distributor agree that notwithstanding anything to
             the contrary in the Purchase Agreement or the Prior Distributor
             Agreement, Distributor shall not be entitled to any pricing
             discounts, promotions or credits for any base change outs,
             government system sales, or particular equipment sales or software
             downloads except (i) the software credits provided in Section 8.22
             of the Purchase Agreement, and (ii) to the extent any such
             discounts, promotions or credits are provided to any other
             authorized distributor of Authorized Products and Authorized
             Software in the United States, excluding sales to the Federal
             Government, and then only on the same terms and conditions
             applicable to such other authorized distributor with respect to
             such discounts, promotions or credits which terms and conditions
             shall be reasonably related to such discounts, promotions or
             credits.

         (ii) CHANGE IN CREDIT TERMS. If, in the Company's reasonable opinion,
         Distributor's financial





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<PAGE>

         condition or payment record indicates the Distributor's inability to
         pay amounts due or to become due hereunder,, the Company reserves the
         right to change credit terms at any time. If, but only so long as
         Distributor is materially delinquent, Distributor becomes materially
         delinquent in the payment of any material sum due to Company (other
         than amounts being disputed in good faith by Distributor), Company may
         suspend performance under this Agreement and may require Distributor to
         make payment in advance of any subsequent shipments of Authorized
         Products or Authorized Software. By exercising the foregoing right,
         Company is in no way waiving any of its other rights and remedies at
         law or under this Agreement.

         (iii) SECURITY INTEREST. Distributor hereby grants and Company reserves
         a purchase money security interest in each Authorized Product in
         respect of which the Company has not been paid pursuant to a purchase
         order or any lesser amount mutually agreed upon by Company and
         Distributor, and any proceeds thereof, for the amount of the purchase
         price. At Company's request, Distributor will sign any documents
         required to perfect such security interest. Full payment of the
         purchase price of the Authorized Product will release the security
         interest on that Product and Company will sign documents reasonably
         required to evidence or effect release.

         (iv) PRICE LISTS. Company has provided Distributor true and correct
         copies of the list prices, discounts and transfer pricing by part
         number in effect on June 1, 1996. Company agrees to provide to
         Distributor, within five days of Distributor's request, a report of the
         list prices and transfer prices by part number.

         (v) SHIPMENT. Except as otherwise provided herein, Company will ship to
         the locations designated in Distributor's purchase order in accordance
         with Company's published shipping schedules in effect at the time of
         shipment. Company will provide Authorized Products and Authorized
         Software to Distributor in an amount at least equal to the
         Distributor's forecasts provided to the Company pursuant to Section
         7(a)(i). At all times during the period or periods in which Distributor
         is not in Material Breach as defined herein, the Company shall provide
         Distributor priority in shipment of each order received by Company from
         Distributor over all other orders received by Company after receipt of
         such order from Distributor, provided Distributor is willing to accept
         incomplete orders at Company's request and gives Company at least one
         day's advance notice of each $1 million of orders placed during the
         last month of a Quarter. Company shall not be liable for any failures
         to ship or delays in shipping caused by circumstances described in
         Section 18. Company shall use its best efforts to maintain sufficient
         inventory in stock to meet Distributor's purchase orders and needs.
         Risk of loss shall pass to Distributor F.O.B. Company dock, but Company
         will assist Distributor in tracking shipments and processing claims
         related to lost or damaged goods. Title to each shipment of Authorized
         Products shall pass to Distributor upon receipt by Company of payment
         for such shipment as provided in Section 7(a)(v) herein with the
         exception of Authorized Software, title to which shall remain vested in
         Company at all times as provided by the Software License contained in
         Section 14. Company may, in its sole discretion, honor Distributor's
         requests to drop ship to installation locations within Distributor's
         Area and to expedite shipments, but Company reserves the right to pass
         on to Distributor any additional costs incurred as a result of such
         requests. Company reserves the right to refuse shipment of Authorized
         Products or Authorized Software if Distributor has failed to make
         timely payment for prior shipments as required by Section 7(a)(v). In
         the event that Company elects to exercise its right not to ship
         Authorized Products or Authorized Software by reason of Distributor's
         failure to make timely payments for prior shipments or other breaches,
         or otherwise places Distributor on credit hold, it shall immediately
         notify Distributor as soon as such election is made.

    (c) EXPORTS TO AND FROM DISTRIBUTOR'S AREA.

        (i)    If the location of Distributor's Area so requires, Company shall
               at its expense prepare, obtain, and transmit to the parties
               concerned such documents as are normally required to export the
               Authorized Products and Authorized Software. If such Authorized
               Products or Authorized Software should be subject to license or
               other authorization for export or reexport, Company shall at its
               expense apply for such export or reexport authorization with the
               authorities concerned. Distributor undertakes to procure the
               information and to supply Company with the duly signed forms
               required to obtain such authorization.

        (ii)   Distributor shall not export or reexport Authorized Products or
               Authorized Software without such valid export or





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<PAGE>

               reexport authorization as may be required, or otherwise violate
               any export or reexport restriction imposed by authorities in the
               country of origin of such Authorized Products or Authorized
               Software or by other authorities concerned.

        (iii)  Company shall, where applicable, issue Certificates of Origin for
               Authorized Products and Authorized Software shipped under this
               Agreement, duly verified by the authorities concerned.

8.  LIMITED WARRANTY AND RESTRICTION ON ALTERATION.

    (a) LIMITED WARRANTY. Company warrants that all Authorized Products sold to
        Distributor pursuant to this Agreement will perform in accordance with
        Company's written specifications therefor and will be free from defects
        in material and workmanship for the period from the date of shipment
        F.O.B. Company specified in Exhibit B (the "Warranty Period"), provided
        that such Authorized Products are installed in compliance with Company's
        written installation specifications, to the extent applicable, and given
        normal service and maintenance by Distributor during the Warranty
        Period. Company warrants that all Authorized Software licensed or
        sublicensed by Distributor pursuant to this Agreement will be free from
        any defect that causes a material nonconformity between its performance
        as described in the Related Documentation accompanying the Authorized
        Software, as specified in Exhibit B, and actual performance during the
        Warranty Period for the Authorized Product in which the Authorized
        Software is imbedded or otherwise an integral part. Company's obligation
        under this warranty shall be limited to repair or replace, at Company's
        option, any part(s) of Authorized Products or Authorized Software that
        may prove defective under normal and proper use and service for the
        Warranty Period. For such repairs and replacements, Distributor shall
        pay the cost for shipment to Company's plant; Company shall pay the cost
        for shipment from Company's plant. Company agrees to use its best
        efforts to ship any repaired or replacement Authorized Product and
        Authorized Software within thirty (30) days of the date Company shall
        have received the defective Authorized Product or Authorized Software.
        This warranty shall not apply to lamps, fuses, batteries or other such
        items normally consumed in operation which have a normal life shorter
        than the Warranty Period.

    (b) DISCLAIMERS. THE WARRANTIES CONTAINED IN THIS SECTION AND IN SECTION 14
        ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
        WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
        THESE WARRANTIES SHALL BE VOID AS TO AUTHORIZED PRODUCT OR AUTHORIZED
        SOFTWARE DAMAGED OR RENDERED UNSERVICEABLE OR NONFUNCTIONAL BY
        NEGLIGENCE OF NONCOMPANY UNAUTHORIZED PERSONNEL, MISUSE, THEFT,
        VANDALISM, FIRE, LIGHTNING, POWER SURGES, WATER OR OTHER PERIL, OR ACTS
        OF GOD, BY FAILURE OF DISTRIBUTOR TO COMPLY WITH PUBLISHED TECHNICAL
        REQUIREMENTS OR BY SERVICES OR PRODUCTS OF OTHER VENDORS, INCLUDING
        WITHOUT LIMITATION THE CENTRAL OFFICE LINES OF ANY CENTRAL EXCHANGE
        TELEPHONE COMPANY. REPAIR, RELOCATION OR ALTERATION OF THE PRODUCT BY
        PERSONS NOT AUTHORIZED BY COMPANY VOIDS THE WARRANTY. LIABILITY OF
        COMPANY HEREUNDER IS EXPRESSLY LIMITED TO THE REPAIR OR REPLACEMENT
        DESCRIBED ABOVE AND THE REMEDIES PROVIDED IN SECTION 14, AND IN NO EVENT
        SHALL COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR
        CONSEQUENTIAL DAMAGES, SUCH AS LOST SALES, LOST PROFITS OR INJURY TO
        PROPERTY, OR ANY OTHER ECONOMIC DAMAGES RELATING TO THE PERFORMANCE OR
        FUNCTIONALITY OF THE AUTHORIZED PRODUCTS OR AUTHORIZED SOFTWARE, WHETHER
        THEY ARE ALLEGED TO ARISE IN CONTRACT OR TORT OR OTHERWISE. NO EXPRESS
        OR IMPLIED WARRANTY IS MADE AGAINST INTRUSIONS INTO THE AUTHORIZED
        PRODUCTS OR AUTHORIZED SOFTWARE BY FRAUDULENT CALLERS OR AGAINST ANY
        TOLL FRAUD. COMPANY MAKES NO WARRANTIES AS TO THE LAWFULNESS OF USING
        ANY FEATURE OF THE AUTHORIZED PRODUCTS OR AUTHORIZED SOFTWARE TO
        MONITOR, RECORD OR FORWARD ANY ORAL, WIRE OR ELECTRONIC COMMUNICATION.

    (c) RESTRICTION ON ALTERATION. Company shall not be liable for any warranty
        offered by Distributor that differs from the warranty quoted above.
        Company does not warrant any Authorized Products or Authorized Software
        that have been modified without Company's prior written consent, and
        Distributor shall not make or cause or permit to be made, any
        alterations or modifications of any Authorized Products or Authorized
        Software without the prior written consent of Company. Distributor
        agrees to hold harmless and indemnify Company against claims of any kind
        related to any unauthorized alterations or modifications of Authorized
        Products or Authorized Software made or authorized in writing by
        Distributor, or related to warranties by Distributor that differ from
        the warranty quoted above.




<PAGE>
 
<PAGE>

    (d) SURVIVAL. This Section 8 shall survive termination or expiration of this
        Agreement.

9. POST-WARRANTY PERIOD REPAIRS. After the Warranty Period has expired,
Distributor agrees to purchase all of its required repair and replacement
service for Authorized Products and Authorized Software from Company or
Company's authorized subcontractors, , but only so long as the Company's prices
are competitive and Company agrees to provide to Distributor all of
Distributor's required repair and replacement service for Authorized Products
and Authorized Software at Distributor's expense, subject to the provisions
relating to shipping charges below, in accordance with the charges therefor
specified in Company's Authorized Product Price Book. Company agrees that all of
its charges to Distributor for repair and replacement services shall be
competitive and at all times shall be no higher than the prices charged by
Company to any other authorized distributor of any Authorized Products or
Authorized Software in the United States. The Company's repair and replacement
prices shall be deemed to be "competitive" if they are no more than 10% higher
than any published or offered prices for the same repairs or replacements by
another company engaged in the business of making such repairs or replacements.
Distributor shall have no obligation to purchase such services from Company if
it provides Company with documentary evidence that the Company's prices therefor
are not "competitive". For such repairs and replacements, Distributor shall pay
the cost of shipment to Company's plant; Company shall pay the cost for shipment
from Company's plant. Distributor shall adhere to the return procedure described
in Company's Authorized Product Price Book and shall adhere to such other return
procedures as Company shall reasonably require from time to time. Distributor
shall not return any defective Authorized Product or Authorized Software unless
Distributor has properly completed the return forms described in Company's
Authorized Product Price Book. Company agrees to use its best efforts to ship
repaired or refurbished Authorized Products or Authorized Software to
Distributor within thirty (30) days of the date Company shall have received the
defective Authorized Products or Authorized Software at its plant. If Company
has not shipped the repaired or refurbished Authorized Product or Authorized
Software within forty (40) days of the date Company shall have received the
defective Authorized Product or Authorized Software at its plant, the repair
charge shall be reduced as specified in Company's Authorized Product Price Book.
Under no circumstances shall Company be liable for any consequential or other
damages resulting from failure to ship repaired or refurbished Authorized
Products or Authorized Software within thirty (30) days other than any direct
damages to Distributor arising from failure of Company to ship repaired or
Authorized Software within sixty (60) days of receipt by Company.
Notwithstanding the foregoing, if Distributor is in Material Breach of any of
its payment obligations to Company, Company reserves the right to require
Distributor to make payment for post-Warranty Period repairs before Company
ships repaired or replacement Authorized Products or Authorized Software. By
exercising the foregoing right, Company is in no way waiving any of its other
rights and remedies at law or under this Agreement.

10. COMPANY'S RESERVATION OF RIGHTS. Company reserves the right at any time to:

    (a) discontinue, modify or upgrade existing Authorized Products and
        Authorized Software; provided, however, that Company shall notify
        Distributor ninety (90) days in advance of any product discontinuance,
        shall directly or indirectly provide factory repairs for such product to
        Distributor for a period of seven (7) years from its discontinuance, and
        shall directly or indirectly provide spare parts, replacement equipment,
        Authorized Software and Related Documentation and all other equipment,
        software, diagnostics and manuals required to service and maintain the
        Authorized Products, Authorized Software and Related Documentation for
        such product to Distributor for a period of five (5) years from its
        discontinuance;

    (b) nondiscriminatorily sell to Distributor any Authorized Products and
        Authorized Software of the Authorized Trademark brands of which
        Distributor is an Authorized Distributor, based upon Distributor's
        ability to sell, install, or service the same; and

    (c) make Distributor's rights under this Agreement subject to the
        Cross-Territorial Policy, NAP, CAP, FAP and HCAP, each of which Company
        reserves the right to amend as provided therein from time to time
        whenever Company in its reasonable discretion determines such amendment
        to be advisable.

11. SALES AND SERVICE OUTSIDE DISTRIBUTOR'S AREA. Distributor is an authorized
distributor of Authorized Products and Authorized Software only in Distributor's
Area, except as specifically provided otherwise in this Agreement. In the event
that Distributor sells any Authorized Products or licenses any Authorized
Software for installation outside Distributor's Area, Distributor shall comply
with the Cross-Territorial Policy regarding such sale and the related
installation and service requirements in effect at the time of the sale. Nothing
contained herein shall limit or restrict Distributor's ability to sell other
products and services outside Distributor's Area.




<PAGE>
 
<PAGE>

Effective July 1, 1998 (except in relation to item c(i) hereof which is
effective April 1, 1998), Company agrees that if (a) another authorized
distributor ceases to have exclusive rights to sell and license the Authorized
Products and Authorized Software in any area of the United States not included
in Distributor's Area or has been terminated as a distributor in such area
("Expansion Area"), (b) Distributor is not in Material Breach, and (c)
Distributor is either (i) entitled to the highest discount level under Section
7(b)(i) at the time of such termination, or (ii) Company offers to another
authorized distributor of Authorized Products and Authorized Software who has
not purchased amounts of such Authorized Products and Authorized Software equal
to or exceeding its Quota for the same period during which Distributor's
purchases would be measured under Section 7(b)(i), the nonexclusive rights to
sell and license the Authorized Products and Authorized Software in the
Expansion Area, then the Company shall offer to Distributor the right to
negotiate with Company and Company shall negotiate with Distributor in good
faith for a period of 30 days a Quota for the Authorized Products and Authorized
Software in the Expansion Area in order that Company may expand Distributor's
Area to include the Expansion Area on a non-exclusive basis and if the parties
agree on a Quota, this Agreement shall be amended to include the Expansion Area.
The parties acknowledge and agree that this paragraph of Section 11 shall not
apply to any area listed on Exhibit M hereto if Norstan Communications is being
offered or granted nonexclusive rights in such area. Company agrees that it
shall not require terms and conditions, including additional Quota for the
Expansion Area, less favorable to the Distributor than that offered to third
party distributors in similar areas for similar products.

Notwithstanding anything in this Agreement to the contrary, Distributor shall be
permitted to sell, market, service, maintain and license any products, software
or services, including without limitation, Competing Products (as defined in the
Prior Agreement) or any other products or services of any type whatsoever in any
territory whatsoever including in Distributor's Area, and to any individual or
entity whatsoever.

Provided Distributor has made actual aggregate purchases of Authorized Product
and Authorized Software sufficient to qualify for the pricing and terms provided
under the second sentence of Section 7(b)(i)(B) or the second sentence of
Section 7(b)(i)(C), whichever is applicable, for the relevant period at the time
of measurement, then in the event the Company determines to (i) acquire control
of another of Company's authorized distributors or (ii) otherwise assume the
territory of any other distributor, (any of the foregoing a "Transaction"), the
Company will give written notice to the Distributor of such Transaction and
afford the Distributor a thirty day period in which to negotiate a transaction
with such other distributor pursuant to which Distributor would directly or
indirectly assume control of or assume the territory of such other distributor
before the Company gives its consent or consummates such Transaction itself.
Upon the request of Distributor at any time, Company will promptly set forth in
writing to Distributor the terms, if any, pursuant to which the Company will
approve a potential similar Transaction by Distributor, including the additional
Quota it would require the Distributor to assume in connection with such similar
Transaction.

12.  CONSENT OF COMPANY REQUIRED.

(a) Distributor shall not, without the prior express written consent of Company,
which consent shall not be unreasonably withheld:

    (i)   assign, delegate, sell or transfer this Agreement or any rights or
          obligations created by it; with respect to any one or more counties in
          Distributor's Area, except (A) in connection with a sale or transfer
          of the business of selling to and servicing the customer base in such
          county or counties or in connection with the sale of Distributor, (B)
          to any lender providing financing to the Distributor as contemplated
          by the Purchase Agreement or any refinancing thereof, pursuant to
          security arrangements entered into in connection with such financings
          or refinancings, or (C) to any transferee of any such lender upon
          exercise of any of such lender's remedies pursuant to security
          arrangements contemplated in (B) above.

    (ii)  appoint any subdistributor or dealer for Authorized Products or
          Authorized Software in any county in Distributor's Area.

(b) Distributor shall not, unless Company has given its prior written consent,
which may be withheld in Company's sole discretion, offer, agree to or permit
any sale (including any merger or consolidation) of Distributor or of
substantially all of its business or assets to Intertel Corporation or Mitel
Corporation, or any of their successors or direct or indirect majority-owned
subsidiaries, prior to May 31, 1999; provided, however, that the provisions of
this subsection (b) shall automatically terminate upon an initial public
offering of common stock of Distributor.




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<PAGE>

13. CONFIDENTIALITY.

    (a) NONDISCLOSURE. Without the prior express written consent of Company or
        Distributor, as the case may be, Distributor or Company, as the case may
        be, shall not disclose to any third party any confidential business
        information or trade secrets of the other, including but not limited to:
        Company product design information, product technical manuals, product
        technical bulletins, or Company or Distributor pricing, customer lists
        or other customer information, and financial information. In addition,
        each of the Company and Distributor, as the case may be, shall not use
        any confidential business information or trade secrets of the other
        except as expressly permitted herein. Company and Distributor recognize
        the necessity of disseminating selected information included in the
        above documents to customers or prospective customers in the sales
        process. Company agrees that Distributor may provide this information to
        customers and prospective customers in the sales process without
        Company's prior express written consent and Distributor and Company
        agree to use their best efforts to protect the confidentiality of all
        confidential information of the other party (including without
        limitation taking such actions as such party would take to protect its
        own confidential information).

    (b) NO REVERSE ENGINEERING. Distributor shall not engage in cause to be
        engaged in, or permit any reverse engineering of Authorized Products or
        Authorized Software or Other Company Products. Reverse engineering is
        defined as attempting through analysis of component parts and/or
        software to define the functionality of the components or software, and
        thereby gain the ability to alter or reproduce that functionality.

    (c) SOFTWARE. Distributor hereby acknowledges that the Authorized Software
        and Related Documentation listed in Exhibit B and software contained in
        Other Company Products are proprietary to Company and constitute trade
        secrets of Company. All applicable rights to patents, copyrights,
        trademarks, and trade secrets are and shall remain in Company.
        Distributor agrees to use reasonable diligence to protect the
        confidentiality and proprietary rights of Company in the Authorized
        Software and Related Documentation, and not to disclose the Authorized
        Software or Related Documentation to any third party. Distributor shall
        also promote compliance with the terms and conditions of this Agreement
        by employees and agrees to place the software sublicense language in
        Exhibit K in its sales contracts with its customers. Distributor agrees
        to maintain records of these software sublicense agreements and to
        represent Company's interest in the protection of its rights to the
        Authorized Software to the extent not in conflict with Distributor's
        rights or interests. In the event that Company has reason to believe
        Distributor's customer has violated the software sublicense agreement,
        Distributor will make available to Company these records on a customer
        specific basis.

    (d) SURVIVAL. Distributor's and Company's obligations under this
        confidentiality provision shall survive termination or nonrenewal of
        this Agreement.

14. SOFTWARE LICENSE.

    (a) LICENSE. The Company owns, or has licensed from the owner, the
        Authorized Software and any other proprietary interests in the
        Authorized Products and related materials and has the right to license
        such Authorized Software and proprietary interests to Distributor and
        end-users. Subject to the terms and conditions contained herein, Company
        grants Distributor a non-exclusive license to use, in object code form,
        all Authorized Software and Related Documentation as contemplated by
        this Agreement. This grant shall be limited to use in connection with
        the sale and service of the Authorized Products as contemplated by this
        Agreement. This license shall continue until the license is terminated
        in accordance with this Agreement, or for the useful life of the
        Authorized Product in which the Authorized Software is imbedded or of
        which the Authorized Software is an integral part, or for the useful
        life of the Authorized Software, whichever is longer. Removal of the
        Authorized Software from the United States by Distributor, service by
        any unauthorized person at the direction of Distributor, use by
        Distributor of the Authorized Software on any Authorized Product other
        than that for which it was obtained or authorized, or on any
        non-Authorized Product, shall constitute a breach of this Section 14 by
        Distributor. Except as provided in the Purchase Agreement or as provided
        in Sections 9 and 10, the software license will terminate on expiration
        or termination of this Agreement.

    (b) MODIFICATION AND COPIES. Distributor may not modify or copy the
        Authorized Software or Related Documentation without prior written
        consent of Company. Distributor agrees to refrain from taking any




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        steps, including without limitation reverse engineering, reverse
        assembly or reverse compilation, to derive a source or object code
        equivalent of the Authorized Software, or for any other purpose.

    (c) INDEMNIFICATION. Company agrees that, if notified promptly and given
        sole control of the defense and all related settlement negotiations, it
        will indemnify and defend Distributor or its customers who have executed
        a software license or sublicense set forth in Exhibit K or L against any
        claim based on an allegation the Authorized Software infringes a valid
        U.S. patent, copyright or trademark. Company, expressly conditioned upon
        the obligations of Distributor under a software sublicense set forth in
        Exhibit K, will pay any resulting costs, damages and attorneys' fees
        awarded by a court with respect to any such claim against Distributor or
        its customers. Company shall have no obligations under this Section in
        the case of claims resulting from modifications to the Authorized
        Software made by Distributor, end-users, or others, or combinations with
        software or equipment provided by others. If any Authorized Software
        becomes, or in Company's opinion is likely to become, the subject of
        such claim of infringement, Company will, at its expense, either, at its
        option, procure rights for Distributor and its customers who have
        executed a software license or sublicense to continue using the
        Authorized Software, or replace or modify the Authorized Software to
        provide noninfringing software that performs substantially similar
        functions to the original Authorized Software. Upon failure of the
        foregoing provisions of this subsection (c), Company will refund the
        purchase price of the Authorized Product or license fee for the
        Authorized Software less a reasonable allowance for use. THIS SECTION
        STATES THE ENTIRE LIABILITY OF COMPANY FOR INFRINGEMENT BY ANY
        AUTHORIZED SOFTWARE PROVIDED HEREUNDER.

(d)     COMPANY LICENSING. Notwithstanding anything to the contrary in this
        Agreement, Company may require at any time upon reasonable notice to
        Distributor that any of the Authorized Software must be remotely
        downloaded from the Company directly to the Distributor's customer and
        that Distributor's customer must execute a separate software license
        with the Company, substantially in the form of Exhibit L hereto,
        directly licensing such Authorized Software and updates and revisions
        thereof. If the Company exercises such right, it will make timely
        downloads, will in no way interfere with Distributor's relationship with
        such customers or any sales opportunity, will not use any information
        regarding such customers except as expressly set forth herein, and will
        treat as and keep all such information confidential.

(e)     SURVIVAL.  This section shall survive termination of this Agreement.

15. TERMINATION OF AGREEMENT.

    (a) This Agreement will expire on December 31, 2001, unless earlier
    terminated for Material Breach as defined in Section 15(b).

    (b) This Agreement may be terminated by either party for Material Breach no
        less than 90 days after mailing written notice of termination to the
        other party as provided in subsection (c) below. Material Breach of this
        Agreement shall mean:
         (i)    failure of Distributor to make aggregate actual purchases of
                Authorized Products and Authorized Software [CONFIDENTIAL
                TREATMENT REQUESTED] in all cases on the same basis as Quota is
                measured (the amount, if any, by which any amount stated herein
                exceeds Distributor's aggregate actual purchases for the
                relevant period being referred to as the "Shortfall Amount");
        (ii)    material breach of Section 3, 4, 5, 9, 11, 12, 13, and/or 14 of
                this Agreement by Distributor;
        (iii)   material breach of Section 2, 7(b), 8(a) ), 9, 11 (other than
                the fourth paragraph), 13(a) or 14 by the Company;
        (iv)    dissolution, insolvency, bankruptcy of, or appointment by a
                court of a permanent or temporary receiver for, Distributor or
                Company; or a general assignment of a substantial portion of
                Distributor's or Company's assets for the benefit of creditors
                other than an assignment of assets as collateral for a loan in
                the normal course of business;
        (v)     material failure to pay Distributor's accounts in accordance
                with the terms of sales by Company to Distributor; or
        (vi)    failure of Company to provide Authorized Products and Authorized
                Software that are competitive in the marketplace in functions,
                features and price for a period of six consecutive months.

    (c) In the event that either party contends the other party is in Material
        Breach of any of its obligations to the other party under this
        Agreement, the party claiming Material Breach will provide written
        notice by certified mail that specifically itemizes each and every
        obligation of which the party contends the other party is in Material
        Breach. Subject to the next sentence, in the event that the
        nonterminating party fails to cure the





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        breach within ninety (90) days of receipt of such notice, the
        termination shall become effective. In order to cure a breach
        described in Section 15(b)(i), Distributor must make purchases of
        Authorized Products and Authorized Software, within the 30 days
        following receipt of such notice, equal to the applicable Shortfall
        Amount, which purchases shall be applied only to the Quarter
        immediately preceding such purchases, or such termination shall become
        effective.

16. DISTRIBUTOR'S OBLIGATIONS UPON TERMINATION. In the event of termination of
    this Agreement, whether by non-renewal or for Material Breach, Distributor
    shall:

    (a) immediately pay all obligations for Authorized Product and Authorized
        Software delivered to Distributor prior to termination when they are due
        and payable to Company, subject to appropriate credits and off-sets;

    (b) except as provided in the Purchase Agreement, immediately insofar as
        reasonably possible discontinue any and all uses of the Authorized
        Trademarks and Authorized Name as defined in Exhibit C, if any,
        including:
        (i)     cancel all governmental certificates or licenses reserving or
                registering Distributor's use of the Authorized Trademarks or
                Authorized Name, if any;
        (ii)    remove the Authorized Trademarks or Authorized Name, if any,
                from its premises, vehicles, sales proposals, stationery,
                telephone directory listing, and other advertising and
                promotional material;
        (iii)   change its corporate and trade name to delete any use of the
                Authorized Trademarks, Authorized Name, or any name likely to
                cause confusion with any Authorized Trademarks;

    (c) not adopt the use of any mark or name deceptively similar to any
        Authorized Trademarks, other than as provided in the Purchase
        Agreement; and

    (d) execute any documents or take any other reasonable steps which will help
        transfer to Company ownership of all goods repurchased, free and clear
        of any liens, encumbrances or security interests.

    It is understood and agreed that (i) in the event of a Material Breach of
    this Agreement by Distributor solely pursuant to Section 15(b)(i) or a
    Material Breach by Company pursuant to Section 15(b)(vi), the other party's
    sole remedy is to terminate this Agreement in accordance with the terms and
    procedures hereof and that neither party shall have any obligations under
    this Agreement (and neither party shall have any claims against the other)
    arising from such Material Breach of this Agreement pursuant to Section
    15(b)(i) and Section 15(b)(vi) other than provided in this Section 16 above.

17. COMPANY'S OBLIGATIONS AND DISTRIBUTOR'S OPTIONS UPON TERMINATION.

    (a) In the event of termination of this Agreement whether by non-renewal or
        Material Breach, Company:

        (i)     may at Company's option cancel all unfilled orders except those
                for such Authorized Products and Authorized Software that have
                been sold previously by Distributor to customers, as evidenced
                by signed customers' orders submitted by Distributor to Company
                at least twenty (20) days prior to the effective termination
                date;

        (ii)    if Distributor so elects, may within thirty (30) days after
                written notification by Distributor of its existing inventory,
                purchase from Distributor at Distributor's cost less a
                reasonable allowance for use or damage, if any, plus freight,
                either for cash or by set off against debt or trade receivables
                owed by Distributor to Company, any or all of the Authorized
                Products and Authorized Software. In the event that Distributor
                elects to sell its inventory of Authorized Products and
                Authorized Software and Company elects to purchase this
                inventory, Distributor will allow Company to inspect this
                inventory;
 
      (iii)     shall continue to directly or indirectly provide to Distributor
                factory repairs for a period not to exceed seven (7) years from
                the effective date at which the Authorized Products are
                discontinued for new system sales, or indefinitely in the case
                of Authorized Products not yet discontinued, so that Distributor
                can continue to service and maintain its end-user customers.
                Orders for factory repairs must be placed with Company at least
                30 days in advance of the requested shipment date. The order
                must be paid in full prior to shipment. Prices will be at the
                then current Distributor Net Price for the Product Group.
                Company will continue to honor its warranty obligations;



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      (iv)      shall continue to directly or indirectly provide to Distributor
                at its request necessary spare parts, replacement parts,
                replacement copies of Authorized Software and Related
                Documentation and all other equipment, software, diagnostics and
                manuals required to continue to service and maintain the
                Authorized Products, Authorized Software and Related
                Documentation, for a period not to exceed five (5) years from
                the effective date at which the Authorized Products are
                discontinued for new system sales, or indefinitely in the case
                of Authorized Products that are not yet discontinued, so that
                Distributor can continue to service and maintain its end-user
                customers. Purchase orders for spare parts, replacement
                equipment and software and documentation must be placed with
                Company at least 30 days in advance of the requested shipment
                date. The order must be paid in full prior to shipment. Prices
                will be at a 60% discount off Company's list price for such
                parts; and

      (v)       immediately pay all obligations to Distributor when they are due
                and payable, subject to appropriate credits and set-offs.

     (b) Company's obligations upon termination and Distributor's options set
         forth in this Section 17 are specifically conditioned upon
         Distributor's compliance with its obligations upon termination set
         forth in Section 16 above, and with Sections 3, 13, and 14, and all
         other provisions of this Agreement that are expressly made applicable
         following termination. In the event Distributor breaches any provision
         of Sections 3, 13, 14, or 16, or any other applicable provision of this
         Agreement after receipt of written notice of nonrenewal or termination
         from Company, and Distributor fails or refuses to cure such breach
         within the stated cure period (or 30 days from receipt of notice of
         such breach if no such cure period is stated), Company may, at its sole
         option, provide written notice to Distributor that any and all rights
         of Distributor set forth in this Section 17 are thereby forfeited, and
         all of Company's obligations under this Section 17 shall immediately
         cease as of (1) the date set forth in such notice, or (2) the date by
         which such breach must be cured and the same remains uncured, whichever
         date is later.

     (c) A proper termination or nonrenewal of this Agreement in accordance with
         the terms hereof shall not give rise to any liability for compensation,
         reimbursement or damages, including but not limited to claims of loss
         of clientele, prospective profits or anticipated sales, or for other
         consequential, incidental or indirect damages. If either party claims
         that a termination or nonrenewal of this Agreement is improper, such
         party shall so notify the other party in writing, setting forth the
         basis for the party's claim that the termination or non-renewal is
         improper, within thirty (30) days of receipt of the notice of
         termination, and in such event the other party shall have the option of
         rescinding the termination or nonrenewal within the fifteen (15) days
         following receipt of such written notification from such party without
         any liability to such party for an improper termination or nonrenewal.
         If either party fails to so notify the other party of such claim of
         improper termination or nonrenewal, then such party agrees that it
         shall have waived its rights to challenge the termination thereafter,
         and the other party shall have no liability to such party in respect of
         such termination or nonrenewal. Except as provided in this Section (c),
         nothing shall limit the Company's or Distributor's rights to damages or
         other legal or equitable remedies for any breach of this Agreement by
         the other. In the event of litigation or other alternative dispute
         resolution proceeding arising from any such claim of improper
         termination, Company and Distributor agree that the prevailing party
         shall be entitled to collect from the non-prevailing party
         reimbursement for all of its costs and reasonable attorneys' fees
         incurred in defending or bringing such litigation or proceeding.

18. FORCE MAJEURE. Either party may be excused from timely performance hereunder
    if and to the extent such performance is delayed or prevented by fire,
    flood, earthquake or other Act of God, strike, lock-out or labor dispute not
    involving the party, act of war, civil disturbance or any similar event or
    occurrence beyond the reasonable control of the party delaying or preventing
    its performance. Performance shall be resumed as soon as reasonably possible
    after the event or occurrence has been remedied. If performance is delayed
    or suspended for more than 90 days, and such delay or nonperformance would
    be a Material Breach except for the provisions of this Section, then the
    party entitled to the performance shall have the rights set forth in Section
    15.

19. COMPLETE AGREEMENT AND NO ORAL MODIFICATION. This Agreement constitutes the
    complete agreement between the parties, and supersedes all previous
    agreements between the parties other than the Government Systems Agreement
    dated as of February 28, 1998, the Settlement, Release and Covenant Not to
    Sue Agreement dated effective March 30, 1998, and notes, credit, loan,
    shareholder, lease, sublease or security agreements, and guarantees.
    Distributor has paid no fee in connection with this Agreement. The headings
    of sections of this Agreement are included merely for the convenience of the
    parties, and shall not be construed






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    as part of the Agreement. This Agreement and any exhibits, schedules or
    attachments may be modified only by a written agreement signed by both
    parties.

20. CHOICE OF LAW AND FORUM. This Agreement shall be governed by, and construed
    in accordance with, the laws of the State of New York. Except as provided in
    Section 26, any dispute arising under this Agreement that cannot be resolved
    by agreement shall, whenever diversity or subject matter jurisdiction
    exists, be submitted to the United States District Court in the Southern
    District of New York, and the parties consent and submit to the personal
    jurisdiction of such court. The prevailing party in any litigation,
    arbitration, or other proceedings arising out of this Agreement shall be
    reimbursed for all reasonable costs and expenses incurred in such
    proceedings, including reasonable attorneys' fees.

21. NO WAIVER. A waiver of any breach or default of this Agreement shall not be
    deemed to constitute a waiver of any subsequent breach or default.

22. SEVERABILITY. If any of the terms or provisions of this Agreement or the
    application thereof to any person or circumstance shall, for any reason or
    to any extent, be held or determined to be invalid or unenforceable, the
    remainder of this Agreement and the application of such provisions to other
    persons or circumstances shall not be affected thereby, but rather shall be
    enforced to the greatest extent permitted by law.

23. NOTICE. Any notice required by this Agreement shall be made in writing,
    signed by a duly authorized agent of the party giving the notice, and
    delivered by hand or deposited in the United States mail, first class,
    postage prepaid, unless specifically required to be by certified mail, and
    addressed as follows.

    If to Company:                     EXECUTONE Information Systems, Inc.
                                       478 Wheelers Farms Road
                                       Milford, Connecticut 06460
                                       Attention: President

    With a copy to:                    EXECUTONE Information Systems, Inc.
                                       478 Wheelers Farms Road
                                       Milford, Connecticut 06460
                                       Attention: General Counsel





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    If to Distributor:                 Claricom, Inc. d/b/a/
                                       EXECUTONE Business Solutions
                                       478 Wheelers Farms Road
                                       Milford, Connecticut 06460
                                       Attention: President

    With a copy to:                    Claricom, Inc. d/b/a/
                                       EXECUTONE Business Solutions
                                       478 Wheelers Farms Road
                                       Milford, Connecticut 06460
                                       Attention: Corporate Counsel

    and to                             Ropes & Gray
                                       One International Place
                                       Boston, MA 02110
                                       Attn: Joel Freedman

    and to                             Bain Capital, Inc.
                                       Two Copley Place
                                       Boston, MA  02116
                                       Attention: Mr. J. Lavine and Mr. D. Poler

24. RELATIONSHIP OF PARTIES. Distributor is an independent contractor. Nothing
    in this Agreement shall be construed to mean that Distributor is an agent,
    employee, franchisee or subcontractor of Company. This Agreement shall not
    be construed to create any rights or obligations of any person or entity
    other than the parties.

25. CONSTRUCTION; DEFINITION. For purposes of this Agreement, including all
    exhibits hereto, the Company shall mean EXECUTONE Information Systems, Inc.,
    a Virginia corporation, its subsidiaries and any person that directly or
    indirectly controls, is controlled by or is under common control thereof and
    any successors and assigns thereof.

26. ARBITRATION. Any controversy relating to the phrase "reasonably related to"
    in Section 7(b)(i) that cannot be settled by mutual agreement shall be
    finally settled by arbitration as follows: Any party who is aggrieved shall
    deliver a notice to the other party hereto setting forth the substance of
    the dispute. Any points remaining in dispute 10 days after the other party's
    receipt of such notice shall be submitted to binding arbitration in the
    State of Connecticut before a single arbitrator with industry experience
    mutually agreeable to the parties, and failing such agreement, appointed in
    accordance with the American Arbitration Association Arbitration Rules (the
    "Rules"), modified only as herein expressly provided. The arbitrator may
    enter a default decision against any party who fails to participate in the
    arbitration proceedings after having been notified of the proceedings. The
    arbitrator will be instructed to render a decision within ten business days.
    The decision of the arbitrator on the points in dispute submitted to him
    will be final, unappealable and binding, effective for all purposes as of
    the date of the controversy (as determined by such arbitrator). In any
    arbitration under this Section, the non-prevailing party shall pay the
    expenses of the arbitration, including its own and the prevailing party's
    fees and expenses (including reasonable attorneys' fees).

27. AUTHORIZATION AND EXECUTION. The parties and the persons signing this
    Agreement represent and warrant that those persons are fully authorized to
    enter into the terms and conditions of, and to execute, this Agreement on
    behalf of the respective parties.

COMPANY:                                    DISTRIBUTOR:

EXECUTONE INFORMATION SYSTEMS, INC.         CLARICOM, INC.



By: _______________________________         By:  ___________________________

    _______________________________              ____________________________

Its:_______________________________         Its:  _____________________________
                                                       (Corporate Seal)





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DESCRIPTION OF EXHIBITS

EXHIBIT A      Distributor's Authorized Area

EXHIBIT B      Distributor's Authorized Products and Authorized Software
     
EXHIBIT C      Distributor's Use of Company's Trademarks

EXHIBIT D      Cross Territorial Policy

EXHIBIT E      National Accounts Policy

EXHIBIT F      Federal Accounts Policy

EXHIBIT G      CCM Accounts Policy (Not Applicable)

EXHIBIT H      Health Care Accounts Policy (Not Applicable)

EXHIBIT I      Distributor's Forecast Form

EXHIBIT J      Nonexclusive Distributor's Quota

EXHIBIT K      Software License Form

EXHIBIT I      Software License Form 

EXHIBIT M      Areas Exempt from Certain Provisions of Section 11

[EXHIBITS OMITTED]


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