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    EXHIBIT 10-23

    NEITHER THER WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
    OF THER WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
    AMENDED (the "Act"). NEITHER THER WARRANT NOR SUCH SHARES MAY BE SOLD,
    TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PROVIDED IN SECTION 4 OF THE
    WARRANT TO PURCHASE COMMON STOCK OF THE COMPANY EXPIRING MARCH 1, 2004, A
    COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.

Issued as of

                                                     Void after March 1, 2004

March 1, 1999

                        WARRANT TO PURCHASE 25,000 SHARES

                                 OF COMMON STOCK

                                       OF

                       EXECUTONE INFORMATION SYSTEM, INC.

                       (incorporated under the Laws of the
                            Commonwealth of Virginia)

        THER IS TO CERTIFY THAT, MALINDA MITCHELL ("Mitchell") or her permitted
registered assigns (Mitchell and such assigns sometimes hereinafter being
referred to as the "Holder"), is entitled, subject to the terms and conditions
set forth herein, and further subject to an adjustment as hereinafter provided,
to purchase from EXECUTONE INFORMATION SYSTEMS, INC., a Virginia corporation
(the "Company"), an aggregate of Twenty-five Thousand (25,000) fully paid and
nonassessable shares (the "Underlying Shares") of the common stock of the
Company, $0.01 par value ("Common Stock"), upon payment of the purchase price of
SEVENTY SIX THOUSAND FIVE HUNDRED DOLLARS ($76,500) or THREE and 6/100 DOLLARS
($3.06) per Underlying Share (the "Purchase Price"), and also is entitled to
exercise the other appurtenant rights, powers and privileges hereinafter set
forth at any time from and after 9:00 a.m. (Eastern Standard Time) March 1, 1999
and on or before 5:00 p.m. (Eastern Standard Time), on March 1, 2004.

        The Warrant (the "Warrant") entitles the Holder hereof to purchase up to
an aggregate of 25,000 shares of Common Stock, which right shall vest ratably
over a period of three (3) years, one-third on March 1, 2000, one-third on March
1, 2001 and one-third on March 1, 2002; provided, however, that if Mitchell
ceases to be a director of the Company, either voluntarily or because she has
not been reelected by the Shareholders of the Company, then Mitchell's vesting
of rights shall terminate as of the date she is no longer a director of the
Company.

            THE EXERCISE AND TRANSFER OF THER WARRANT ARE RESTRICTED
                     BY THE PROVISIONS OF SECTION 4 HEREOF.

         1.    Exercise of Warrant.

               The Warrant may be exercised in whole or in part by the Holder
hereof, by delivery to the



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Company at its principal office at 478 Wheelers Farms Road, Milford, CT 06460 of
(a) a written notice to the Holder, in substantially the form of the
Subscription Notice attached hereto as Exhibit "A", of such Holder's election to
exercise the Warrant, which notice shall specify the number of Underlying Shares
to be purchased, (b) a check payable to the Company in an amount equal to the
aggregate Current Price (as defined below) of the number of shares of Common
Stock being purchased and (c) the Warrant. The Company shall, as soon as
reasonably practicable, execute and deliver or cause to be delivered to Holder,
in accordance with such notice, one or more certificates representing the
aggregate number of shares of Common Stock specified in such notice. The stock
certificate(s) so delivered shall be issued in the name of the Holder or such
other name as shall be designated in such notice. Such certificate(s) shall be
deemed to have been issued and the Holder or any other person so designated to
be named therein shall be deemed for all purposes to have become a Holder of
record of such Underlying Shares as of the date such notice is received by the
Company. If the Warrant shall have been exercised only in part, the Company
shall, at the time of delivery of said certificate(s), deliver to the Holder a
new Warrant evidencing the rights of the Holder to purchase the remaining shares
of Common Stock called for by the Warrant (stated in Shares), which new Warrant
shall in all other respects be identical to the Warrant, or, at the request of
the Holder, appropriate notation may be made on the Warrant and the same
returned to the Holder.

        2.     Fractional Shares.

               The Warrant is only exercisable with respect to whole Underlying
Shares and not fractions thereof unless the Company otherwise agrees.
Accordingly, the Company shall not be required to issue certificates
representing fractions of Underlying Shares upon any exercise of the Warrant;
provided, however, in respect of any final fraction of a share it may, at its
sole option, in lieu of delivering a fractional share, make a payment in cash
based upon the then fair market value of such fraction of the Underlying Shares.

        3.     Transfer, Division and Combination.

               No Warrant granted under the Agreement shall be transferable by
Mitchell otherwise than by Will or the laws of descent and distribution and,
during the lifetime of Mitchell, shall not be exercisable by any other person,
but only by her. The Company agrees to maintain at its principal office in
Milford, Connecticut, books for the registration and transfer of the Warrants
and, subject to the provisions of the paragraph and Section 4 hereof, the
Warrant and all rights hereunder are transferable ONLY with respect to (i)
Mitchell's heirs and devisees, or (ii) Mitchell's Estate in whole or in part, on
such books upon surrender of the Warrant at such office, together with a written
assignment of the Warrant duly executed by the Holder hereof or her agent or
attorney, and with funds sufficient to pay any stock transfer taxes payable upon
the making of such transfer. Upon surrender and payment, the Company shall
execute and deliver a new Warrant(s) in the name of the assignee of Holder and
in the denominations specified in such instrument of assignment, and the Warrant
shall be canceled promptly. If and when the Warrant is assigned in blank, the
Company may, but shall not be obligated to, treat the bearer hereof as the
absolute owner of the Warrant for all purposes and the Company shall not be
affected by any notice to the contrary. A warrant may be exercised by a Holder
for the purchase of shares of Common Stock without having a new Warrant issued.

               The Company shall pay all expenses, taxes (other than stock
transfer taxes and any of Holder's income taxes, if any, incurred as a result of
the transfer) and other charges payable in connection with the preparation,
issue and delivery of Warrants hereunder.

        4.     Restriction on Exercise and Transfer of Warrants and Transfer of
               Warrants and Common Stock.

               Except as otherwise provided herein, the Warrant and the
certificates representing the





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Underlying Shares shall be stamped or otherwise imprinted with a legend
substantially in the following form:

          "Neither the Warrant nor the shares of Common Stock issuable upon
          exercise of the Warrant have been registered under the Securities Act
          of 1933, as amended (the "Act"). Neither the Warrant not such Shares
          may be sold, transferred, pledged or hypothecated except as provided
          in Section 4 of the Warrant to purchase Common Stock of the Company
          expiring March 1, 2004, a copy of which is on file at the principal
          office of the Company."

               The Warrant shall be exercisable (1) only if the issue of
Underlying Shares issuable upon exercise is exempt from the requirements of
registration under the Securities Act of 1933, as amended (the "Act") (or any
similar statute then in effect) and any applicable state securities law or (2)
upon registration of such Underlying Shares in compliance therewith. The Warrant
shall be transferable only (i) with the prior written consent of the Company, or
(ii) by will or the laws of descent and distribution, and in either event only
if the Warrant is registered or the transfer is exempt from the requirements of
registration under the Act (or any similar statute then in effect) and any
applicable state securities law.

        5.     Acknowledgment by the Holder of Restrictions.

               The Holder of the Warrant and certificates representing the
Underlying Shares, by acceptance hereof and thereof, acknowledges and agrees
that: (a) the Warrant and the Underlying Shares have not been registered under
the Act in reliance upon exemptions from the registration provisions of the Act
set forth therein, or in the rules and regulations promulgated thereunder (and
there is no obligation on the part of the Company to register the Warrant or the
Underlying Shares under the Act); and (b) the Warrant and the Underlying Shares
will not be freely tradeable. The Holder represents that she fully understands
the restrictions on her ability to transfer the Warrant and the Underlying
Shares. Without limiting the foregoing and by way of illustration only, the
Holder understands that if she presently desired to sell Underlying Shares
pursuant to the exemption from the registration provisions of the Act contained
in Rule 144 (the "Rule") promulgated under the Act, as presently constituted,
such Underlying Shares might be sold by her pursuant to the Rule only after a
minimum holding period of two (2) years (computed in accordance with the Rule)
and, thereafter, only in the limited amounts, in the manner and under the
limited circumstances prescribed by the Rule.

        6.     Change in Control.

               The Warrant that is outstanding on a Control Change Date, as
hereinafter defined, shall be exercisable in whole or in part on that date and
thereafter during the remainder of the Warrant period stated in the Warrant
Agreement (the "Agreement"). A Change in Control occurs if, after the date of
the Agreement, (i) any person, including a "group" as defined in Section
13(d)(3) of the Securities and Exchange Act of 1934 (the "Exchange Act"),
becomes the owner or beneficial owner of Company securities having twenty
percent (20%) or more of the combined voting power of the then outstanding
Company securities that may be cast for the election of the Company's directors
(other than as a result of an issuance of securities initiated by the Company,
or open market purchases approved in advance by the board, as long as the
majority at the time the purchases are made are directors who were members of
the Board immediately prior to the purchases being made and approved such
purchases); or (ii) as the direct or indirect result of, or in connection with,
a cash tender or exchange offer, a merger or other business combination, a sale
of assets, a contested election, or any combination of these transactions, the
persons who were directors of the Company before such transactions cease to
constitute a majority of the Company's Board, or any successor's board, within
two (2) years of the last of such transactions. For purposes of the Agreement,
the Control Change Date is the date on which an event described in (i) or (ii)
occurs. If a Change in Control occurs on account of a series of transactions,
the Control Change Date is the date of the last of such transactions.


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        7.     Change in Management.

               Notwithstanding any specified vesting or applicable early
exercise Warrant prices, if the Warrant is outstanding on the date Mitchell'
directorship with the Company is terminated or constructively terminated (as
described herein) as a direct or indirect result of the occurrence of one of the
events specified in subsections (i) or (ii) of the paragraph, the Warrant shall
be exercisable, in whole or in part, at the lowest Warrant price available
during the term of the Warrant, on that date and thereafter during the remainder
of the Warrant period stated herein. Such exercisability will occur if after the
date of the Agreement, (i) any person, including a "group" as defined in Section
13(d)(3) of the Exchange Act, becomes the owner or beneficial owner of Company
securities having twenty percent (20%) or more of the combined voting power of
the then outstanding Company securities that may be cast for the election of the
Company's directors (other than as a result of an issuance of securities
initiated by the Company); or (ii) the Company is the subject of a successful
cash tender or exchange offer, is a party to a merger or other business
combination, sells a substantial portion of its assets, experiences a change in
management brought about by a contested election or participates in any
combination of these transactions. For purposes of the paragraph, the
Transaction Date is the date on which an event described in subsections (i) or
(ii) hereof occurs. The date upon which Mitchell is no longer a member of the
Board of Directors of the Company either through resignation, a majority of the
shareholders of the Company not voting for Mitchell as a director or voting for
her earlier removal with or without cause or through her removal by a majority
of the members of the Board of Directors shall constitute a constructive
termination of Mitchell' directorship with the Company within the meaning of the
paragraph.

               In the event Mitchell' service as a director of the Company
terminates for any other reason or due to any other cause, including death, or a
resignation or removal that is not a direct or indirect result of the events
described above, then the Warrant shall be exercisable, to the same extent it
was exercisable at the date of termination, for a period of seven months
following the date of termination, provided that in no event shall the Warrant
be exercisable after March 1, 2004.

        8.     Current Price: Adjustments.

               As used in the Warrant, "Current Price" (per share of Underlying
Stock) at any date shall mean the amount equal to the quotient resulting from
dividing (i) the purchase price per Share provided herein by (ii) the number of
shares (including any fractional share) of Underlying Shares comprising a Share
on such date. A "Share" shall consist initially of one share of Common Stock of
the Company as such stock is constituted on the date of the Agreement. The
Purchase Price of a Share shall be Three and 6/100 Dollars ($3.06).

               In the event that the outstanding Common Stock of the Company is
hereafter changed by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, combination of Shares, stock
dividends or the like, an appropriate adjustment shall be made by the Board of
Directors in the aggregate number of Underlying Shares available under the
Warrant and in the number of Underlying Shares and price per Underlying Share
subject to outstanding Warrants. If the Company shall be reorganized,
consolidated or merged with another corporation, or if all or substantially all
of the assets of the Company shall be sold or exchanged, the Holder of the
Warrant shall, at the time of issuance of the stock under such corporate event,
be entitled to receive upon the exercise of the Holder's Warrant the same number
and kind of shares of stock or the same amount of property, cash or securities
as the Holder would have been entitled to receive upon the happening of any such
corporate event as if the Holder had been, immediately prior to such event, the
Holder of the number of Underlying Shares covered by the Holder's Warrant.

               Any adjustment in the number of Underlying Shares shall apply
proportionately to only the unexercised portion of the Warrant granted
hereunder. If a fraction of a share would result from any such adjustment, the
adjustment shall be revised to the next lower whole number of Underlying Shares.


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         9.    Reservation of Shares.

               The Company covenants and agrees that (a) so long as the Warrant
is outstanding, it has or will reserve and keep available out of its authorized
but unissued Common Stock, solely for the purpose of issuing Underlying Shares
from time to time upon the exercise of the Warrant, an adequate number of Shares
of Common Stock for delivery at the times and in the manner provided herein upon
exercise of the Warrant; (b) the Underlying Shares delivered upon exercise of
the Warrant shall be validly issued and outstanding and fully paid and
nonassessable shares of Common Stock, free from any preemptive rights; and (c)
it will pay when due any and all Federal and state original issue taxes which
may be payable with respect to the issuance of the Warrant or of any Shares of
Common Stock upon exercise of the Warrant. The Company shall not, however, be
required (i) to pay any transfer tax which may be payable with respect to any
transfer of the Warrant, the issuance of certificates of Common Stock in a name
other than that of the Holder or any transfer of Underlying Shares or (ii) to
pay any Federal or state income taxes of Holder which may occur as a result of
the exercise of the Warrant or (iii) to issue or deliver the Warrant or any
certificate for Underlying Shares until any such taxes shall have been paid by
the Holder.

        10. No Rights of Shareholders; Limitation of Liability.

No Holder shall, based on being a holder of the Warrant, be entitled to vote or
receive dividends or be deemed the holder of Common Stock or any other security
of the Company which may at any time be issuable on the exercise hereof for any
purpose, nor shall anything contained herein be construed to confer upon the
Holder, as such, any of the rights of a shareholder of the Company or any right
to vote for the election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to give or withhold consent to any
corporate action (whether upon any recapitalization, issue of stock,
reclassification of stock, change to or of par value, consolidation, merger,
conveyance or otherwise or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise until the Warrant shall have been
exercised in accordance with Section 1 hereof. No provisions hereof, in the
absence of affirmative action by the Holder hereof to purchase shares of Common
Stock, and no mere enumeration herein of rights or privileges of the Holder
hereof, shall give rise to any liability of such Holder for the purchase price
or as a shareholder of the Company, whether such liability is asserted by the
Company, creditors of the Company or others.

         11.   Replacement of Securities.

               Upon receipt of evidence reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of any certificates evidencing
ownership of the Warrant and in the event of any such loss, theft or destruction
upon delivery of an indemnity agreement or, if the Holder so elects, a surety
bond reasonably satisfactory to the Company or, in the case of any such
mutilation, upon surrender and cancellation of any such certificate, the Company
shall forthwith execute and deliver in lieu thereof a new Warrant of like tenor.

         12.   Negotiability.

               Every Holder of the Warrant, by accepting the same, consents and
agrees with the Company that (a) the Warrant is transferable, in whole or in
part, only upon compliance with the conditions set forth herein by the
registered holder hereof in person or by an attorney duly authorized in writing
by the Holder at the office of the Company as provided herein; (b) the Warrant
may be transferred by the Holder only with respect to that portion of the
Warrant to which the Holder is vested at the time of such transfer; and (c) the
Company may deem and treat the person in whose name the Warrant is registered as
the absolute, true and lawful owner for all purposes whatsoever, and the Company
shall not be affected by any notice to the contrary.

        13.    Change; Waiver; Applicable Law.


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               The Warrant and any term hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against whom enforcement of such change, waiver, discharge or termination is
sought. The Warrant shall be construed and enforced in accordance with the laws
of the Commonwealth of Virginia.

         14.   Notices.

               Any notice to be given to the Company under the terms hereof
shall be addressed to the Company in care of its President at 478 Wheelers Farms
Road, Milford, Connecticut 06460, and any notice to the Holder shall be
addressed to her address as reflected on the records of the Company, or at such
other address as the Company, the Holder and her successors or assigns may
hereafter designate in writing to the other. Any such notice shall have been
deemed given upon personal delivery or on the third business day after being
enclosed in a properly sealed envelope or wrapper properly addressed, registered
or certified and deposited (postage and registry or certification fee prepaid)
in post office or branch post office regularly maintained by the United States
Government.

         15.   Forms of Election to Exercise or Transfer Warrant.

               The form to be used in the event the Holder hereof desires to
exercise or transfer the Warrant is attached hereto as Exhibit "A".

               IN WITNESS WHEREOF, the Company has caused the Warrant to be
signed in its name by its President or a duly authorized Vice President.

DATED the______ day of ___________,  19___

                                    COMPANY:
                                    EXECUTONE INFORMATION SYSTEMS, INC., a
                                    Virginia corporation



                                    By________________________________
                                      Stanley Kabala
                                      Its President and Chief Executive Officer

                                                        [CORPORATE SEAL] ATTEST:

____________________________________
Barbara C. Anderson
Vice President, Law and Administration

                                     HOLDER:


                                    By________________________________
                                             Malinda Mitchell



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                                   EXHIBIT "A"

                               SUBSCRIPTION NOTICE

        The undersigned, the Holder of the foregoing Warrant, hereby elects to
exercise purchase rights represented by such Warrant for, and to purchase
thereunder,______________________________________________(_____________________)
shares of the Common Stock covered by such Warrant and herewith makes payment in
full therefor in the amount of __________________________________________Dollars
($________________) in cash or check made payable to the Company, and requests
that one or more certificates for such shares (and any securities or property
deliverable upon such exercise) be issued in the name of and delivered to
____________________________________________________________, whose address is

____________________________________________________________.

        The undersigned agrees that, in the absence of an effective registration
statement with respect to Common Stock issued upon the exercise, the undersigned
is acquiring such Common Stock for investment and not with a view to
distribution thereof and that the certificate or certificates representing such
Common Stock may bear a legend substantially as follows: "Neither the Warrant
nor the Shares of Common Stock issuable upon exercise of the Warrant have been
registered under the Securities Act of 1933, as amended (the "Act"). Neither the
Warrant nor such Shares may be sold, transferred, pledged or hypothecated in the
absence of an effective registration statement for the shares under the Act or
otherwise in compliance with the Act." The undersigned further agrees that the
shares represented by the Warrant may not be transferred except as provided in
Sections 3 and 4 of the Warrant to purchase Common Stock of the Company expiring
March 1, 2004, a copy of which is on file at the principal office of the
Company.

DATED:_______________               ____________________________
                                          Malinda Mitchell

                             Address:     7 Odell Place
                                          Atherton, CA  94027



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                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
___________________________________________, the rights represented by the
foregoing Warrant of EXECUTONE Information Systems, Inc. and appoints
_____________________________________________, attorney to transfer said rights
on the books of said corporation, with full power of substitution in the
premises.

DATED:____________________                         ____________________________
                                                   Malinda Mitchell

NOTICE: The signature to the assignment must correspond with the name as written
upon the face of the within Warrant in every particular, without alteration or
enlargement or any change whatsoever.






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