<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS


INTRODUCTION

The Company's revenues are primarily derived from sales of its products and
services through a worldwide network of direct and independent sales and service
offices. The Company's end-user revenues are derived from two primary sources:
(1) sales of systems to new customers, which include sales of
application-specific software options ("product revenues"), and (2) servicing
the end-user base through the upgrade, expansion, enhancement (which includes
sales of application-specific software options), and maintenance of previously
installed systems, as well as revenues from the INFOSTAR'r'/LD+ program ("base
revenues"). Base revenues usually generate higher operating income margin than
initial sales of systems, since the Company's selling expenses for base revenues
are lower than those for initial system sales. Sales of the Company's
application-specific software options and related services generally produce a
higher operating income margin than both system sales and base revenues due to
the added performance value and relatively low production costs of such
proprietary software and services.

During the year, the Company reorganized its business into divisions, with each
division focusing on different products and market segments. The discussion
which follows under the heading "Company Restructuring" will detail the change
in the Company's strategy which led to the restructuring, the resulting
impairment of long-lived assets and other restructuring charges, along with an
overview of each division's operating performance in 1995 (comparative data is
not available on a divisional basis).


COMPANY RESTRUCTURING

Change in business strategy

In July 1995, the Company reorganized its business into five divisions: Computer
Telephony, Healthcare Communications Systems, Call Center Management ("CCM"),
Videoconferencing Products, and Network Services. The current strategic focus is
toward larger systems and software application-oriented products and away from
hardware-oriented telephone systems.

The business that was acquired in 1988 was a telephone equipment company that
focused its direct selling effort on office sites with fewer than 20 phones with
an emphasis on selling additional hardware to generate revenues in the form of
move, adds and changes ("MAC") and service, mainly on a time and material basis.
The average system size in the customer base at that time was in the 8-10 phone
range. It was originally expected in 1988 that the MAC and service revenues
generated by the customer base would be increasingly profitable as the base of
customers grew. After the acquisition, the Company began to develop more
advanced products which incorporated digital technology and more
software-oriented applications and expanded its product line to the high-end
user, with larger customers and more sophisticated products to serve customers'
total communications needs. After a thorough review and analysis, it was
determined that direct selling of the smaller, hardware-oriented portion of the
telephony business was not profitable. This led to a definitive change in the
Company's business strategy which was announced on July 11, 1995. As a result of
the change in strategy and based upon the requirements of FAS No. 121 (see
section entitled "Impairment of goodwill and related service stock" which
follows), the Company recorded a $44.0 million provision for restructuring
consisting of a $33.5 million goodwill impairment, an $8.8 million writedown of
inventory, primarily service stock relating to the impaired assets and other
non-recurring inventory adjustments, $0.9 million related to the shutdown of the
Company's Scottsdale, Arizona facility and $0.8 million of other unusual items.

The strategy the Company is now pursuing is to focus on software solutions. With
the Integrated Digital System platform (Systems 108, 228, 432 and 648), which
was developed post-acquisition, the Company's product lines now provide
sophisticated software applications, including Integrated Voice Mail, Call
Center Applications (ACD, IVR's and Predictive Dialers), Locating Devices, Nurse
Call and Computer Telephony Interfaces which drive the computer telephony
products, videoconferencing equipment and network services.

The change in the nature and complexity of the Company's product lines has
changed the way it has to market its products. Unlike many companies in this
industry that focus on one particular product to one market, the Company



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provides multiple products and applications to its particular markets. This
requires expertise in each particular market segment because the Company's
competitors are primarily one-product companies who are experts in their
particular market niche. Therefore, the Company has consolidated the sales,
marketing and product development functions for each market segment under a
divisional management structure, headed by a division president. The sales force
has been restructured such that each sales person is assigned to a specific
division and will sell only products associated with that division. The
specialization of the sales force included the addition of sales representatives
with the necessary product and market expertise, as well as substantial
retraining for the remaining sales representatives.

Impairment of goodwill and related service stock

Once the Company decided to restructure and focus on sophisticated systems in
the computer telephony division, it reevaluated the realizability of goodwill
and the related service stock using the recently issued FAS No. 121, "Accounting
for the Impairment of Long-Lived Assets," issued in March 1995. FAS No. 121
requires the Company to project the lowest level of identifiable future cash
flows for purposes of determining whether there has been an impairment in
long-lived assets. The business acquired in 1988 would not generate future cash
flows sufficient to realize the goodwill and service stock on the Company's
balance sheet.

Prior to the second quarter of 1995 and the issuance of FAS No. 121, the Company
periodically reviewed the realizability of goodwill on the basis of whether the
goodwill was fully recoverable from projected, undiscounted net cash flows for
the business as a whole, which included both the smaller hardware-oriented
systems and the larger, sophisticated software-application telephony systems.
Undiscounted cash flows for the business as a whole were used because the
general rule under APB 17 was that goodwill and similar intangible assets could
not be disposed of apart from the enterprise as a whole, unless the Company sold
or otherwise liquidated a large segment or separable group of assets of the
acquired company. Based upon this evaluation, goodwill was not determined to be
impaired. The management decision discussed above to focus on the high end of
the telephony market caused the impairment of long-lived assets, which was
measured using the criteria of FAS No. 121.

Computer Telephony

The computer telephony division provides value-added products and services. The
Company's integrated digital telephone systems emphasize flexible software
applications, such as data switching and computer telephone interface, designed
to enhance the customer's ability to communicate, obtain and manage information.
The Company's telephone systems provide the platform for its other voice
processing software applications, such as voice messaging systems and ACD.

The computer telephony division remains the Company's largest contributor to
revenues and profits. Revenues for 1995 were $233 million, unchanged from the
prior year. The Company's base revenues, especially MAC and service, continued
their historical growth offset by a lower level of new installations during the
year. In addition, the division incurred transition costs related to the
restructuring which increased its operating expenses in 1995.

Healthcare Communications

The healthcare communications division provides to its hospital customers
integration of the flow of voice and data between nurse and patient, increased
flexibility and efficiency in hospital operations, and the means to improve
patient care.

Healthcare division revenues increased almost 15% during 1995 to $29 million.
Although there has been revenue growth due to the divisionalization of this
business in the beginning of 1995, the introduction of new products lowered
margins approximately $0.8 million due to higher introductory manufacturing
costs. The Company has transitioned the nurse call product line in 1995 with the
development of the LifeSaver'tm' and CareCom'r' IIE products. The higher 1995
manufacturing costs were due to the fact that offshore production was delayed
due to the fire at the Company's production facility. These products were
scheduled for transfer from the Company's pre-production facility in Poway,
California, but the fire caused a delay in that transfer for almost one year.
These products are now offshore and higher margins are anticipated, commencing
in the first half of 1996.


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Although the nurse call product line was transitioned in 1995, the Company
estimates that there is a customer base of approximately 8,500 systems. Taking
into account historical usage, the Company believes it has appropriate levels of
inventory on hand to support the servicing of the previously installed products.

CCM

The Call Center division develops and sells sophisticated telephony products
that integrate a computerized digital telephone system platform with high-volume
inbound, outbound and internal call processing systems. Such systems include
automatic call distribution systems, predictive dialers, scripting software to
assist agents handling calls, and interactive voice response systems.

In 1995, the Company established the divisional management structure and made
product improvements which are hoped to increase revenues in 1996 along with
improving profit margins. During 1995, the Company issued the latest release of
the predictive dialer product, which is a more competitive product from a price
and feature standpoint than its predecessor. In addition, the Interactive Voice
Response ("IVR") product, which had previously been produced by a third party,
has been replaced with a Company-manufactured product which should result in
higher gross profit margins. Backlog at the end of 1995 was at a record level
which should translate into a strong first half of 1996.

Videoconferencing Products

The videoconferencing division provides videoconferencing network services such
as multipoint conferencing, network bridging and network design to its
customers.

1995 was a startup year for the videoconferencing division. In addition to the
costs incurred to build a management team and sales force, divisional revenues
did not grow as quickly as anticipated because of delays by suppliers in
providing a competitively-priced product until the fourth quarter of 1995. The
process of establishing demo sites and hiring a dedicated sales force has almost
been completed.

Network Services

The network services division offers cost-effective voice and data long-distance
service, least-cost routing, network design and network support services,
enabling customers to make more efficient and cost-effective use of their
telecommunications systems.

Revenues were $24 million in 1995, a decrease from the previous year, but
profits increased due to a negotiated rate reduction from the carrier. Revenues
are down due to competitive pressures in the marketplace. The Company has met
this challenge with a division president and, with changes to incentive
compensation plans, has made long-distance sales as important to the Company's
sales managers as selling equipment. There are now 35 dedicated sales
representatives and 4 regional sales managers to work with the equipment sales
representatives to package network and equipment sales properly. As a result,
bookings at the end of 1995 were at their highest level for the entire year,
which are expected to translate into higher revenues in 1996.


1995 COMPARED TO 1994

Results of Operations

Total revenues for the year ended December 31, 1995 were $296.4 million, a $4.4
million increase over the comparable 1994 period. Base revenues increased 2%
compared to 1994, primarily due to increases in system upgrades and expansions
and increased revenue from maintenance contracts, partially offset by lower
volume generated by the INFOSTAR'r'/LD+ program. Product revenues increased 1%
compared to 1994, as the increase in new installations of healthcare products
and in shipments to the independent sales and service offices were partially
offset by a decrease in new telephony installations.

Cost of revenues consists of direct manufacturing costs, indirect installation
and service costs and other costs such as warehousing, software manufacturing
and quality inspection. Direct manufacturing costs are the primary component of
cost of revenues and are accounted for as direct costs related to specific base
and product revenues. Those costs other


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than direct manufacturing costs are treated as fixed cost overhead and are not
allocated specifically to base or product categories. Therefore, changes in
gross profit can be measured based upon the pricing margin (revenue less direct
manufacturing costs) on a product line basis and by the overall level of fixed
cost overhead relative to total revenue. Gross profit, as a percentage of
revenues, decreased slightly from 41.9% during 1994 to 41.5% during 1995 due to
a combination of factors including product mix, higher introductory
manufacturing costs for the healthcare products and a lower absorption of fixed
cost overhead.

Operating income, excluding the provision for restructuring, decreased $4.9
million compared to 1994 and, as a percentage of revenues, was 2.6% compared to
4.3% in 1994. The decrease in operating income is primarily due to increased
operating expenses during 1995. Product development and engineering increased
$2.5 million during 1995 as the Company continues to accelerate its investment
in engineering for new product development and application-specific software
products. Selling, general and administrative expenses increased $2.8 million
during the year, primarily representing the full year cost impact of the
divisional supporting management and sales structure.

Interest expense increased during 1995 due to higher average borrowing levels on
the revolving credit facility and increases in the Company's prime borrowing
rate during 1995. Other income, net increased primarily as a result of the 1995
gains on the sales of the customer bases in Wisconsin and Iowa and the related
direct sales offices, totaling $1.2 million.

During the first quarter of 1995, the Company was involved in extensive
negotiations to acquire the Dictaphone division of Pitney Bowes ("Dictaphone").
In April 1995, the acquisition was awarded to another bidder. The Company
incurred approximately $1 million in fees and expenses related to the attempted
acquisition which were recognized in the second and third quarters of 1995.

The Company accounts for income taxes in accordance with FAS No. 109,
"Accounting for Income Taxes." For the year ended December 31, 1995, the Company
recorded a net tax benefit of $2.3 million. This is comprised of $4.2 million of
tax benefit recognized as a result of the non-goodwill related portion of the
restructuring provision, partially offset by the $1.9 million tax provision on
earnings, excluding the restructuring provision. No tax benefit was recognized
on the goodwill portion of the provision for restructuring since it is not
deductible for tax purposes. The net tax benefit for the year was recorded as an
increase to the deferred tax asset reflecting additional tax benefits to be
utilized in the future. As of December 31, 1995, the deferred tax asset of $29.6
million represents the expected benefits to be received from the utilization of
tax benefit carryforwards which will result in the payment of minimal taxes in
the near future. The Company believes that the deferred tax asset will more
likely than not be recognized in the carryforward period. The Company had no
significant tax liability for the year ended December 31, 1995.

In October 1995, the FASB issued Statement No. 123, "Accounting for Stock-Based
Compensation." The Company will adopt the new pronouncement in fiscal year 1996
and has yet to decide whether it will record compensation cost or provide pro
forma disclosure.

Acquisition of Unistar Gaming Corporation

On December 19, 1995, the Company acquired 100% of the common stock of Unistar
Gaming Corporation ("Unistar") for 3.7 million shares of the Company's common
stock and 350,000 shares of newly issued preferred stock. Unistar,
privately-held prior to the acquisition, has an exclusive five-year contract to
design, develop, finance, and manage the National Indian Lottery ("NIL"). See
Note L of the Notes to Consolidated Financial Statements for the terms of the
agreement.

Management believes the Unistar business is a natural extension of its telephony
and call center businesses. Calls via an 800 number will be processed with IVR
equipment or live agents located on the Coeur d'Alene Indian Tribe of Idaho
("CDA") Reservation using ACD software to process nationwide wagering activity.
The Company has made a significant investment in Unistar, which initially
created 8% dilution to the Company's shareholders and will require possibly up
to $2 million to $3 million of cash prior to the resolution of the pending legal
issues discussed below. However, in the opinion of the Company's management,
this investment is justified based upon the potential returns.

In an attempt to block the NIL, certain states filed letters under 18 U.S.C.
Section 1084 to prevent the long-distance carriers from providing telephone
service to the NIL. The CDA initiated legal action to compel the long-distance
carriers to provide telephone service to the NIL. The CDA's position is that the
lottery is authorized by the Indian Gaming


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<PAGE>

Regulatory Act ("IGRA") passed by Congress in 1988, that IGRA preempts state and
federal statutes, and that the states lack authority to issue the Section 1084
notification letters to any carrier. On February 28, 1996, the NIL was ruled
lawful by the CDA Tribal Court. The CDA Tribal Court found that all requirements
of IGRA have been satisfied and that the Section 1084 letters issued by certain
state attorneys general in an effort to interfere with the lawful operation of
the NIL are invalid. In addition, the Court found that the long-distance
carriers cannot refuse to provide the service requested in the action based upon
18 U.S.C. Section 1084. Any appeal of this ruling must be filed by May 31, 1996.
The Company expects this ruling will be appealed, but believes that the CDA's
position will be upheld.

Other than legal costs related to an appeal of the CDA Tribal Court ruling or
other actions by the states, if any, the Company estimates that the additional
costs to become operational may amount to between $5-10 million. Operational
capital includes capital expenditures for computers and software to build the
telecommunications system, funds to complete the building on the CDA reservation
which will be the operations center for the lottery, and various start-up
expenses including personnel-related costs and advertising expenses. The Company
is also required to make a guaranteed payment of $300,000 per year to the CDA.
The estimate of operating capital does not include a $4 million jackpot reserve
which could be required dependent upon certain conditions. If the Company
ultimately must fund a jackpot reserve, it will be repaid to Unistar solely from
NIL net revenues in equal installments over the term of the contract. The
Company expects it will be able to obtain additional financing for these costs,
if necessary.

The Company believes there is a national market for the NIL based upon research
into the experience of other national lotteries and the growth of the overall
lottery market. However, there is no assurance that there will be acceptance of
a telephone lottery.


Subsequent Events

On April 9, 1996, the Company entered into an agreement to sell substantially
all of the Direct Sales and Services Group, including its long-distance reseller
business and National Service Center, for $67.4 million to an acquisition
company led by Bain Capital, Inc. (See Note N of the Notes to Consolidated
Financial Statements for the terms of the agreement.) The sale is expected to
close on May 31, 1996, subject to the buyer's financing and other conditions.
The agreement also provides that the Company and the buyer will enter into a
five-year exclusive distribution agreement under which the buyer will sell and
service the Company's telephony equipment to those businesses and commercial
locations that require up to 400 telephones.

   
The sale does not include the Pittsburgh direct sales and service office, which
the Company has agreed to sell to one of its existing independent
distributors for approximately $1.3 million in cash and notes. The sale of the
direct Sales and Service Group (including the separate sale of the Pittsburgh
office) relates primarily to the retail distribution channel of the Computer
Telephony division and includes the entire network services division. After the
sale, the Computer Telephony division will consist of telephony products sales
to independent distributors, of which the newly-formed Bain company will be the
largest distributor, along with the National Accounts and Federal Systems
marketing groups. The Company will retain its Healthcare Communications and
Call Center Management businesses and the recently acquired Unistar business.
    

In 1995, the Direct Sales and Services Group, including the long-distance
reseller business, had revenues of $191 million. On a pro forma basis, after
giving effect to the transaction, the Company's 1995 revenues would be
approximately $157 million. This includes $42 million in sales to the Direct
Sales and Services Group which were eliminated in the 1995 Statement of
Operations.

On April 10, 1996, the Company announced that it had given notice of its
termination of its distribution agreement with GPT Video Systems due to failures
by GPT to deliver properly-functioning videoconferencing products on a timely
basis. The Company is negotiating an agreement with a third party to sell its
videoconferencing business. Terms of the contract have yet to be finalized.


1994 COMPARED TO 1993

Results of Operations

Total revenues for the year ended December 31, 1994 were 7% higher than the
comparable 1993 period. Base revenues for 1994 increased 12% over 1993 primarily
due to volume increases generated by the INFOSTAR'r'/LD+ program, increased
sales of system upgrades and expansions and increased revenue from maintenance
contracts. Product revenues


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<PAGE>

for 1994 increased 3% over 1993 primarily due to increased sales of voice
processing products and sales decreases in non-voice processing applications and
healthcare revenue.

Gross profit increased $11.5 million compared to 1993, with the gross profit as
a percentage of total revenues increasing to 41.9% from 40.9%. The increases
were a result of the continuing favorable product mix of increased base revenue
and voice processing products. Voice processing and base revenues in 1994
accounted for 71% of the sales volume compared to 64% in 1993, indicating the
Company's shifting emphasis to market value-added products to the customer base
and increase sales of application-specific software products.

Operating income increased $1.4 million during 1994 and, as a percentage of
total revenues, was 4.3% compared to 4.1% for 1993. The increase in operating
income as a percentage of total revenues was primarily related to the increase
in gross profit margin, partially offset by continuing investments in the sales
force and sales support personnel, technical marketing support and product
development and engineering expenses for the development and sale of the new
higher margin products.

The decrease in interest expense during 1994 was primarily due to the favorable
impact of a lower level of bank borrowings.

For the year ended December 31, 1994, the Company recorded a provision for
income taxes of $3.3 million. Approximately 88% or $2.9 million of the total tax
provision was recorded as a reduction of the deferred tax asset to reflect the
utilization of tax benefits. As a result of the utilization of these benefits,
the Company had no significant tax liability for the year ended December 31,
1994. In addition, the Company recorded a provision for income taxes of $0.5
million, relating to discontinued operations, which also reduced the deferred
tax asset. During 1994, the Company adjusted its valuation allowance, resulting
in an increase in the deferred tax asset of $6.5 million, $5.2 million of which
was a reduction of goodwill as it related to pre-acquisition tax benefits and
$1.3 million of which reduced the 1994 provision for income taxes. The basis for
the adjustment of the valuation allowance was a significant increase in pre-tax
income from $7.6 million in 1993 to $10.0 million in 1994.

In December 1993, a fire occurred at the Company's main subcontractor's
production facility in Shinzen, China, causing inventory shortages during the
first six months of 1994. The production problems were largely alleviated by the
Company's ability to increase its own production and find alternative
manufacturing sources. In July 1994, the Company recovered $4 million from its
insurance carrier for additional direct costs related to the emergency
production situation.

As of March 31, 1994, the Company sold its Vodavi Communications Systems
Division ("VCS"), which sold telephone equipment to supply houses and dealers, a
different class of customer from continuing operations, under the brand names
STARPLUS'r' and INFINITE'tm', for approximately $10.9 million. Proceeds of the
sale consisted of approximately $9.7 million in cash, received in April 1994,
and a $1.2 million note, the proceeds of which were received in September 1995.
The proceeds were used to reduce borrowings under the Company's revolving credit
facility. The sale resulted in an after-tax gain of $604,000 (net of income tax
provision of $403,000). Consolidated financial statements for the years ended
December 31, 1994 and 1993 present VCS as a discontinued operation. Net revenues
of the discontinued operation for 1994, through the date of sale, and 1993 were
$8.6 million and $31.6 million, respectively.


LIQUIDITY AND CAPITAL RESOURCES

The Company's liquidity is represented by cash, cash equivalents and cash
availability under its existing credit facilities. The Company's liquidity was
$23 million, $30 million and $29 million as of December 31, 1995, 1994 and 1993,
respectively.

At December 31, 1995 and 1994, cash and cash equivalents amounted to $8.1
million and $7.8 million, respectively, or 8% of current assets. During the year
ended December 31, 1995, net cash was used to fund $3.9 million of operating
activities, purchase $3.5 million of capital equipment, repay $0.6 million of
debt and for other payments of $0.8 million. Cash was generated through $5.2
million of additional borrowings, $1.6 million in proceeds from the issuance of
stock, receipt of a $1.2 million note payment from the sale of VCS and $0.8
million in other proceeds. Cash used in operating activities during 1995
included $14.3 million in funding of working capital, primarily due to the high
level of accounts payable at the end of 1994 generated by inventory purchases
during the last quarter of 1994. The decrease in cash generated by operating
activities compared to 1994 is primarily due to the decrease in operating
income, excluding the


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provision for restructuring, the funding of $1.0 million in cash expenses
relating to the attempted acquisition of Dictaphone and additional interest
payments of $0.8 million.

Total debt at December 31, 1995 was $30.8 million, an increase of $5.3 million
from $25.5 million at December 31, 1994. The increase in debt is due to $4.5
million in higher bank borrowings, $0.8 million in other borrowings, a $0.4
million capital lease obligation incurred in connection with equipment
acquisitions and an increase to the carrying value of the convertible
subordinated debentures of $0.2 million due to accretion. The additional
borrowings in 1995 were used to reduce the high level of accounts payable at the
end of 1994 generated by inventory purchases during the last quarter of 1994.
During the year, the Company made long-term debt and capital lease repayments of
$0.6 million.

The Company's secured credit facility (the "Credit Facility") was amended in
December 1995. The $45 million Credit Facility expires in August 1999 and
consists of a revolving line of credit providing for direct borrowings and up to
$15 million in letters of credit. Direct borrowings and letter of credit
advances are made available pursuant to a formula based on the levels of
eligible accounts receivable and inventories. The Credit Facility agreement
contains certain restrictive covenants which include, among other things, a
prohibition on the declaration or payment of any cash dividends on common stock,
minimum ratios of operating income to interest and fixed charges, and a maximum
ratio of total liabilities to net worth as well as certain restrictions on
start-up expenditures relating to Unistar and the NIL. Interest rates are also
subject to adjustment based upon certain financial ratios. During 1995, the
Company was in compliance with all such financial covenants. The Credit Facility
is secured by substantially all of the assets of the Company. Refer to Note D of
the Notes to Consolidated Financial Statements.

As of February 16, 1996, there were $13.4 million of direct borrowings and $14.9
million of letters of credit outstanding and $15.2 million of additional
borrowings available under the Credit Facility. Required principal payments for
debt in 1996 are $0.9 million. The Company believes that borrowings under the
Credit Facility and cash flow from operations will be sufficient to meet working
capital and other requirements for 1996.


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SELECTED FINANCIAL DATA

The following is selected financial data for EXECUTONE for the five years ended
December 31, 1995.

(In thousands, except for per share amounts)

<TABLE>
<CAPTION>

                                                                Years Ended December 31,

                                    1995             1994 (1)            1993 (1)          1992 (1)         1991 (1)
                                    --------------------------------------------------------------------------------
<S>                                 <C>               <C>               <C>              <C>               <C>     
Revenues                            $296,393          $291,969          $271,765         $253,024          $243,616
                                    ========          ========          ========         ========          ========

Income (Loss) Before
    Income Taxes From
    Continuing Operations           $(39,221)       $   10,041        $    7,580       $    4,320        $    2,327
                                    ========        ==========        ==========       ==========        ==========

Income (Loss) From
    Continuing Operations           $(36,934)       $    6,734        $    4,903       $    2,222        $    1,146

Income (Loss) From
    Discontinued Operations,
    Net of Taxes                         ---               757               298             (157)             (129)

Extraordinary Item - Gain on
    Extinguishment of Debt,
    Net of Taxes (2)                     ---               ---               ---            1,267               ---
                               -------------     -------------     -------------       ----------     -------------

Net Income (Loss)                   $(36,934)       $    7,491        $    5,201       $    3,332        $    1,017
                                    ========        ==========        ==========       ==========        ==========

EARNINGS (LOSS) PER SHARE:
    Continuing Operations        $     (0.79)      $      0.14       $      0.10      $      0.05        $     0.03
    Discontinued Operations              ---              0.02              0.01              ---               ---
    Extraordinary Item                   ---               ---               ---             0.03               ---
                              --------------    --------------    --------------     ------------     -------------

    Net Income (Loss)            $     (0.79)      $      0.16       $      0.11      $      0.08        $     0.03
                                 ===========       ===========       ===========      ===========        ==========

Total Assets                        $167,844          $189,481          $175,555         $179,294          $177,602
                                    ========          ========          ========         ========          ========

Long-Term Debt (3)                 $  29,829         $  24,698         $  32,279        $  43,752         $  56,271
                                   =========         =========         =========        =========         =========

Cash Dividends Declared
    Per Share (4)              $         ---     $         ---      $        ---    $         ---     $         ---
                               =============     =============      ============    =============     =============

</TABLE>


(1)  Discontinued operations are presented for VCS which was sold in March 1994.
     Refer to Note L of the Notes to Consolidated Financial Statements.

(2)  The extraordinary item relates to the 1992 exchange of debentures for
     Preferred Stock and Common Stock Purchase Warrants. Refer to Note D (b) of
     the Notes to Consolidated Financial Statements.

(3)  Includes capitalized leases.

(4)  The Company has not declared or paid any cash dividends on its Common
     Stock. Refer to "Stock Data".

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EXECUTONE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per share amounts)

<TABLE>
<CAPTION>

                                                                            Years Ended December 31,
                                                                  1995                  1994                1993
                                                                  ----                  ----                ----
<S>                                                             <C>                   <C>                  <C>     
REVENUES:
    Product                                                     $138,752              $137,752             $134,209
    Base                                                         157,641               154,217              137,556
                                                               ---------             ---------            ---------
                                                                 296,393               291,969              271,765

COST OF REVENUES                                                 173,536               169,497              160,745
                                                               ---------             ---------            ---------
    Gross Profit                                                 122,857               122,472              111,020
                                                               ---------             ---------            ---------

OPERATING EXPENSES:
    Product development and engineering                           14,703                12,222                9,852
    Selling, general and administrative                          100,520                97,755               90,122
    Provision for restructuring and unusual items
        (Note B)                                                  44,042                   ---                  ---
                                                              ----------        --------------       --------------
                                                                 159,265               109,977               99,974
                                                               ---------             ---------           ----------
OPERATING INCOME (LOSS)                                          (36,408)               12,495               11,046

INTEREST EXPENSE                                                   3,920                 3,089                3,556
OTHER INCOME, NET                                                 (2,129)                 (635)                 (90)
ACQUISITION COSTS (Note L)                                         1,022                   ---                  ---
                                                              ----------        --------------       --------------
INCOME (LOSS) BEFORE INCOME TAXES
    FROM CONTINUING OPERATIONS                                   (39,221)               10,041                7,580

PROVISION (BENEFIT) FOR INCOME TAXES:
    Cash                                                             350                   400                  335
    Noncash (Note E)                                              (2,637)                2,907                2,342
                                                              ----------          ------------          -----------
                                                                  (2,287)                3,307                2,677
                                                              ----------          ------------          -----------

INCOME (LOSS) FROM CONTINUING
    OPERATIONS                                                   (36,934)                6,734                4,903

Income from discontinued operations
     (net of income tax provision of $102 and $158 )                 ---                   153                  298
Gain on disposal of discontinued operations
     (net of income tax provision of $403)                           ---                   604                  ---
                                                           -------------           -----------        -------------

NET INCOME (LOSS)                                              $ (36,934)           $    7,491           $    5,201
                                                               =========            ==========           ==========

EARNINGS (LOSS) PER SHARE:
    CONTINUING OPERATIONS                                    $    (0.79)            $     0.14          $      0.10
    DISCONTINUED OPERATIONS                                          ---                  0.02                 0.01
                                                          --------------           -----------         ------------
    NET INCOME (LOSS)                                        $    (0.79)            $     0.16          $      0.11
                                                             ==========             ==========          ===========


WEIGHTED AVERAGE NUMBER OF
  SHARES OF COMMON STOCK AND
  EQUIVALENTS OUTSTANDING                                         46,919                47,697               48,283
                                                             ===========           ===========          ===========

</TABLE>


The accompanying notes are an integral part of these consolidated statements.


<PAGE>
<PAGE>

EXECUTONE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

(In thousands)                                                               Years Ended December 31,
                                                                  1995                  1994                  1993
                                                                  ----                  ----                  ----
<S>                                                             <C>                  <C>                   <C>     
CASH FLOWS FROM OPERATING ACTIVITIES:
    Income (loss) from continuing operations                    $(36,934)            $   6,734             $  4,903
    Adjustments to reconcile net income (loss) to net
      cash (used) provided by operating activities:
      Depreciation and amortization                                6,093                 7,463                7,469
      Deferred income tax provision (benefit)                     (2,637)                2,907                2,342
      Provision for restructuring and unusual items
         (Note B)                                                 44,042                   ---                  ---
      Provision for losses on accounts receivable                  1,440                   893                  725
        Gains on sales of two direct sales offices                (1,087)                  ---                  ---
        Other, net                                                  (521)                1,251                  270
    Changes in working capital items:
        Accounts receivable                                       (4,205)               (9,346)              (4,337)
        Inventories                                               (3,121)              (13,049)               4,073
        Accounts payable and accruals                             (9,131)               10,497                2,732
        Other working capital items, net                           2,177                  (552)              (1,440)
                                                              ----------           -----------            ---------

NET CASH (USED) PROVIDED BY CONTINUING
  OPERATIONS                                                      (3,884)                6,798               16,737
                                                              ----------            ----------             --------
Cash flows from discontinued operations                              ---                  (449)                (209)
                                                           -------------            -----------           ---------

NET CASH (USED) PROVIDED BY OPERATING
   ACTIVITIES                                                     (3,884)                6,349               16,528
                                                              ----------             ---------             --------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of property and equipment                            (3,457)               (6,091)              (2,119)
    Dispositions (acquisitions) of direct sales offices              125                (1,298)                (750)
    Proceeds from sale of VCS                                      1,200                 9,700                  ---
    Other, net                                                       822                  (436)                   8
                                                              ----------             ----------         -----------
NET CASH (USED) PROVIDED BY
    INVESTING ACTIVITIES                                          (1,310)                1,875               (2,861)
                                                               ---------             ----------            --------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Borrowings (repayments) under revolving credit facility        4,478                (4,199)              (3,524)
    Repayments of term note under credit facility                    ---                (3,750)              (1,250)
    Repayments of GTE/Contel promissory note                         ---                   ---               (4,000)
    Repayments of other long-term debt                              (622)               (1,781)              (2,355)
    Repurchase of stock                                             (810)               (8,450)              (3,100)
    Proceeds from issuance of stock                                1,641                10,399                  564
    Other borrowings                                                 750                   ---                  ---
                                                                --------          ------------          -----------
NET CASH PROVIDED (USED) BY FINANCING
   ACTIVITIES                                                      5,437                (7,781)             (13,665)
                                                               ---------             ---------              -------
INCREASE IN CASH AND CASH EQUIVALENTS                                243                   443                    2
CASH AND CASH EQUIVALENTS - BEGINNING
   OF YEAR                                                         7,849                 7,406                7,404
                                                               ---------             ---------            ---------
CASH AND CASH EQUIVALENTS - END
  OF YEAR                                                      $   8,092              $  7,849             $  7,406
                                                               =========              ========             ========

</TABLE>


The accompanying notes are an integral part of these consolidated statements.



<PAGE>
<PAGE>

EXECUTONE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
(In thousands, except for share amounts)                              December 31,             December 31,
                                                                         1995                      1994
                                                                         ----                      ----
<S>                                                                   <C>                       <C>       
ASSETS

CURRENT ASSETS:
    Cash and cash equivalents                                         $    8,092                $    7,849
    Accounts receivable, net of allowance
        of $1,715 and $1,335                                              48,531                    46,675
    Inventories (Note B)                                                  32,765                    40,300
    Prepaid expenses and other current assets                              6,584                     7,358
                                                                      ----------               -----------
    Total Current Assets                                                  95,972                   102,182

PROPERTY AND EQUIPMENT, net                                               18,462                    18,967
INTANGIBLE ASSETS, net (Notes B and L)                                    20,022                    38,415
DEFERRED TAXES                                                            29,616                    26,979
OTHER ASSETS                                                               3,772                     2,938
                                                                     -----------               -----------
                                                                        $167,844                  $189,481
                                                                        ========                  ========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
    Current portion of long-term debt                                $       932               $       777
    Accounts payable                                                      30,676                    39,369
    Accrued payroll and related costs                                      6,870                     7,026
    Accrued liabilities                                                   11,851                     9,192
    Deferred revenue and customer deposits                                19,781                    18,757
                                                                      ----------                ----------
    Total Current Liabilities                                             70,110                    75,121

LONG-TERM DEBT                                                            29,829                    24,698
LONG-TERM DEFERRED REVENUE                                                 2,805                     2,354
                                                                     -----------               -----------
    Total Liabilities                                                    102,744                   102,173
                                                                       ---------                 ---------

STOCKHOLDERS' EQUITY:
    Common stock:  $.01 par value; 80,000,000 shares
        authorized; 51,658,492 and 45,647,894 issued and
        outstanding                                                          517                       456
    Preferred stock:  $.01 par value; Cumulative Convertible
      Preferred Stock (Series A), 250,000 shares authorized, issued and
      outstanding; Cumulative Contingently Convertible Preferred Stock (Series
      B), 100,000 shares
      authorized, issued and outstanding                                   7,300                       ---
    Additional paid-in capital                                            79,668                    72,303
    Retained earnings (deficit) (since July 1, 1988)                     (22,385)                   14,549
                                                                      ----------                ----------
    Total Stockholders' Equity                                            65,100                    87,308
                                                                      ----------                ----------
                                                                        $167,844                  $189,481
                                                                        ========                  ========

</TABLE>



The accompanying notes are an integral part of these consolidated balance
sheets.


<PAGE>
<PAGE>


EXECUTONE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>


                                                Common Stock         Preferred Stock          Additional    Retained      Total
(In thousands,  except for                  -----------------      -------------------         Paid-In      Earnings   Stockholders'
  share amounts)                            Shares     Amount      Shares       Amount         Capital      (Deficit)     Equity
                                            ------     ------      ------       ------         -------      ---------     -------

<S>                                        <C>            <C>      <C>         <C>            <C>            <C>          <C>    
Balance at December 31, 1992               30,873,495     $309     674,865     $6,149         $60,721        $1,857       $69,036

Proceeds from issuances of stock
    from employee stock plans               1,307,805       13                                  1,247                       1,260
Proceeds from common stock
    purchase warrants exercised
    through bond conversion                 1,418,300       14                                    971                         985
Conversion of note payable
    into preferred stock                                           200,000      1,909             365                       2,274
Conversion of preferred stock
    into common stock                       8,748,650       88    (874,865)    (8,058)          7,970                         ---
Repurchase of stock                        (1,142,752)     (12)                                (3,088)                     (3,100)
Amortization of deferred
    compensation                                                                                   89                          89
Net income                                                                                                    5,201         5,201
                                           --------------------------------------------------------------------------------------
Balance at December 31, 1993               41,205,498     $412         ---   $    ---         $68,275        $7,058       $75,745

Proceeds from issuances of stock
    from employee stock plans               5,716,651       57                                 11,303                      11,360
Proceeds from common stock
    purchase warrants exercised
    through bond conversion                 1,507,000       15                                  1,056                       1,071
Repurchase of stock                        (2,781,255)     (28)                                (8,422)                     (8,450)
Amortization of deferred
    compensation                                                                                   91                          91
Net income                                                                                                    7,491         7,491
                                           --------------------------------------------------------------------------------------
Balance at December 31, 1994               45,647,894     $456         ---   $    ---         $72,303       $14,549       $87,308

Proceeds from issuances of stock
    from employee stock plans               1,934,492       19                                  1,613                       1,632
Warrants exercised for common
    stock                                     363,549        4                                     (4)                        ---
Common and preferred stock issued
    to acquire Unistar (Note L)             3,700,000       37     350,000      7,300           5,374                      12,711
Common stock issued for
    investment in DCC (Note G)                353,118        4                                  1,100                       1,104
Repurchase of stock                          (340,561)      (3)                                  (807)                       (810)
Amortization of deferred
    compensation                                                                                   89                          89
Net loss                                                                                                    (36,934)      (36,934)
                                           ----------------------------------------------------------------------------------------
Balance at December 31, 1995               51,658,492     $517     350,000     $7,300         $79,668      $(22,385)      $65,100
                                           ======================================================================================

</TABLE>




The accompanying notes are an integral part of these consolidated statements.


<PAGE>
<PAGE>

EXECUTONE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - NATURE OF THE BUSINESS AND FORMATION OF THE COMPANY

EXECUTONE Information Systems, Inc. (the "Company") designs, manufactures,
sells, installs, supports and services voice processing systems and provides
cost-effective long-distance telephone service and videoconferencing services.
The Company is also a leading supplier of specialized hospital communications
equipment. Products are sold under the EXECUTONE'r', INFOSTAR'r', IDS'tm',
LIFESAVER'tm', and INFOSTAR/ILS'tm' brand names through a worldwide network of
direct and independent sales and service offices. The Company's products are
manufactured primarily in the United States, Hong Kong, China and the Dominican
Republic.

The Company was formed in July 1988 through the merger of ISOETEC
Communications, Inc. ("ISOETEC") with Vodavi Technology Corporation ("Vodavi").
The merger of ISOETEC into Vodavi was accounted for under the purchase method of
accounting and Vodavi was deemed to have undergone a quasi-reorganization for
accounting purposes. As of July 1988, Vodavi's accumulated deficit of
approximately $49.7 million was eliminated. Executone, Inc. was acquired in 1988
from Contel Corporation ("Contel") for promissory notes and cash.


NOTE B - PROVISION FOR RESTRUCTURING

In July 1995, the Company reorganized its business into five divisions: Computer
Telephony, Healthcare Communications Systems, Call Center Management,
Videoconferencing Products, and Network Services and changed its business
strategy in the Computer Telephony division. The current strategic focus is on
software applications in the communications market. The business that was
acquired in 1988 was a telephone equipment hardware company focused on customers
with small systems, with an emphasis on selling additional hardware and service
to generate add-on revenue. Under the current strategy, the business acquired in
1988 is being de-emphasized. The Company adopted FAS No. 121, "Accounting for
the Impairment of Long-Lived Assets," which was issued in March 1995, requiring
impairment to be measured by projecting the lowest level of identifiable future
cash flows. The Company concluded there was an impairment. As a result, the
Company recorded a $44.0 million provision for restructuring consisting of a
$33.5 million goodwill impairment, an $8.8 million writedown of inventory,
primarily service stock relating to the impaired assets and other non-recurring
inventory adjustments, $0.9 million related to the shutdown of the Company's
Scottsdale, Arizona facility and $0.8 million of other unusual items.

In accordance with the provisions of FAS No. 121, the Company prepared
projections of future operating cash flows relating to the telephony business
acquired in 1988 based upon the Company's new strategic direction. These
projections indicated that this business would not generate sufficient operating
cash flows to realize goodwill and the related service stock. The amount of
impairment of the telephony goodwill was $33.5 million as of June 30, 1995.

The write-off of inventory, primarily service stock, consisted of $1.3 million
of raw materials inventory and $7.5 million of finished goods inventory. These
amounts were determined based upon a review of specific inventory parts along
with current and projected usage, incorporating the strategic direction of the
Company. The Company will continue to maintain adequate levels of service stock
for the telephony hardware customer base which will be amortized over the
estimated product/service life of the related systems.


NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation. The consolidated financial statements include the
accounts of the Company and its subsidiaries. In consolidating the accompanying
financial statements, all significant intercompany transactions have been
eliminated. Investments in affiliated companies owned more than 20%, but not in
excess of 50%, are recorded on the equity method. Certain prior year amounts
have been reclassified to conform to the current year's presentation.

Use of Estimates. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.


<PAGE>
<PAGE>


Revenue Recognition. The Company recognizes revenue on equipment sales and
software licenses to independent sales and service offices when shipped. Revenue
from equipment, software and installation contracts with end-users is recognized
when the contract or contract phase for major installations is substantially
completed.

Revenue derived from the sale of service contracts is amortized ratably over the
service contract period on a straight-line basis.

Earnings Per Share. Earnings per share is based on the weighted average number
of shares of common stock and dilutive common stock equivalents (which include
stock options and warrants) outstanding during the period. Common stock
equivalents and the convertible debentures which are antidilutive have been
excluded from the computations.

Cash Equivalents. Cash equivalents include short-term investments with original
maturities of three months or less.

Inventories. Inventories are stated at the lower of first-in, first-out ("FIFO")
cost or market and consist of the following at December 31, 1995 and 1994:

<TABLE>
<CAPTION>

         (Amounts in thousands)                   1995              1994
         ---------------------------              ----              ----
<S>                                            <C>               <C>     
         Raw Materials                         $  4,783          $  3,082
         Finished Goods                           27,982            37,218
                                                --------          --------
                                                 $32,765           $40,300
                                                 =======           =======

</TABLE>

Finished goods include service stock which is amortized over the estimated
product/service life of the related systems.

Intangible Assets. Intangible assets represent the excess of the purchase price
of the predecessor companies acquired over the fair value of the net tangible
assets acquired. Effective April 1, 1995, the carrying value of intangibles is
evaluated periodically in accordance with the provisions of FAS No. 121 by
projecting the lowest level of future undiscounted net cash flows of the
underlying businesses. If the sum of such cash flows is less than the book value
of the long-lived assets, including intangibles, projected future cash flows are
discounted and intangibles are adjusted accordingly. Prior to April 1, 1995, the
carrying value of intangibles was evaluated in accordance with the provisions of
APB 17, and was based upon aggregate cash flows of the business as a whole.
Amortization is provided over periods ranging from 10 to 40 years. Intangible
assets at December 31, 1995 and 1994 are net of accumulated amortization of $0.8
million and $13.6 million, respectively.

Property and Equipment. Property and equipment at December 31, 1995 and 1994
consist of the following:

<TABLE>
<CAPTION>

         (Amounts in thousands)                  1995              1994
         ----------------------                  ----              ----

<S>                                            <C>              <C>      
         Land and building                     $ 1,364          $   1,961
         Furniture and fixtures                  7,052              7,626
         Leasehold improvements                  2,828              2,620
         Machinery and equipment                38,093             34,269
                                               -------           --------
                                                49,337            46,476
         Accumulated depreciation              (30,875)          (27,509)
                                               -------           --------
         Property and equipment, net           $18,462           $18,967
                                               =======           =======


</TABLE>

Depreciation is provided on a straight-line basis over the estimated economic
useful lives of property and equipment which range from three to ten years for
equipment and thirty years for a building. Amortization, principally of
leasehold improvements, is provided over the life of the respective lease terms
which range from three to ten years.

Income Taxes. The Company utilizes the liability method of accounting for income
taxes as set forth in FAS No. 109, "Accounting for Income Taxes." Under the
liability method, deferred taxes are determined based on the difference between
the financial statement and tax bases of assets and liabilities using enacted
tax rates in effect in the years in which the differences are expected to
reverse.


<PAGE>
<PAGE>

Product Development and Engineering. Product development and engineering costs
are expensed as incurred.

Fair Value of Financial Instruments. The fair value of the Company's Convertible
Subordinated Debentures at December 31, 1995 is approximately $14.3 million,
based upon market quotes. The carrying value of all other financial instruments
included in the accompanying financial statements approximate fair value as of
December 31, 1995 based upon current interest rates.

Noncash Investing and Financing Activities. The following noncash investing and
financing activities took place during the three years ended December 31, 1995:


<TABLE>
<CAPTION>

         (Amounts in thousands)                                             1995             1994              1993
         ----------------------                                             ----             ----              ----

<S>                                                                          <C>              <C>             <C>  
         Common and Preferred Stock issued to
             acquire Unistar (Note L)                                    $12,711           $  ---         $     ---
         Notes receivable for disposition of direct sales
             offices (Note L)                                              1,911              ---               ---
         Equity investment in DCC (Note G)                                 1,505              ---               ---
         Common shares exchanged to exercise options
             and warrants                                                  1,137              455                 8
         Capital leases for equipment acquisitions                           437              686             1,791
         Note receivable for disposition of VCS
             division (Note L)                                               ---            1,200               ---
         Common stock purchase warrants exercised
             through bond conversion                                         ---            1,071               985
         Utilization of credits under a special
             stock option incentive plan                                     ---              737               696
         Conversion of Preferred Stock into
             Common Stock                                                    ---              ---             8,058
         Conversion of note payable into
             Preferred Stock                                                 ---              ---             2,274

</TABLE>

Refer to the consolidated statements of cash flows for information on
cash-related operating, investing and financing activities.


NOTE D - DEBT

The Company's debt is summarized below at December 31, 1995 and 1994:

<TABLE>
<CAPTION>

(Amounts in thousands)                                                             1995             1994
---------------------------                                                        ----             ----

<S>                                                                              <C>               <C>    
Borrowings Under Revolving Credit Facility (a)                                   $15,445           $10,967
Convertible Subordinated Debentures (b)                                           12,098            11,855
Capital Lease Obligations (c)                                                      2,412             2,408
Other                                                                                806               245
                                                                              ----------        ----------
Total Debt                                                                        30,761            25,475
Less:  Current Portion of Long-Term Debt                                             932               777
                                                                              ----------        ----------
Total Long-Term Debt                                                             $29,829           $24,698
                                                                                 =======           =======

</TABLE>

(a) The Company's Credit Facility was amended in December 1995. The amended $45
million Credit Facility consists of a revolving line of credit providing for
direct borrowings and up to $15 million in letters of credit. Direct borrowings
and letter of credit advances are made available pursuant to a formula based on
the levels of eligible accounts receivable and inventories. To minimize interest
on the revolving line of credit, the Company has the option to borrow money
based upon an adjusted prime borrowing rate (9.0% at December 31, 1995) or at an
adjusted eurodollar rate (8.2% at December 31, 1995). The Company had $11.0
million and $8.0 million outstanding subject to the adjusted eurodollar rate at
December 31, 1995 and 1994, respectively, with the balance at the adjusted prime
borrowing rate. Prior to August 1994, interest on amounts outstanding under the
revolving line of credit were based upon the lender's prime rate. The


<PAGE>
<PAGE>

revolving line of credit expires in August 1999. Approximately $14.7 million was
available at December 31, 1995 under the revolving line of credit, including
approximately $14.9 million which was committed to cover outstanding letters of
credit. The unused portion of the line of credit has a commitment fee of 0.375%.
The Company's average outstanding indebtedness under the revolving line of
credit for the years ended December 31, 1995 and 1994 was $17.4 million and
$13.1 million, respectively, and the average interest rate on such indebtedness
was 8.5% and 7.1%, respectively.

The Credit Facility agreement contains certain restrictive covenants which
include, among other things, a prohibition on the declaration or payment of any
cash dividends on common stock, minimum ratios of operating income to interest
and fixed charges, and a maximum ratio of total liabilities to net worth as well
as certain restrictions on start-up expenditures relating to Unistar and the NIL
(Refer to Note L). Interest rates are also subject to adjustment based upon
certain financial ratios. The Company was in compliance with all covenants in
1995. The Credit Facility is secured by substantially all of the assets of the
Company.

(b) The Company's Convertible Subordinated Debentures (the "Debentures"), issued
in April 1986, are due March 15, 2011 and bear interest at 7 1/2%, payable March
15th and September 15th. The face value of the outstanding Debentures at
December 31, 1995 was $16.5 million. The face value of the Debentures was
adjusted to fair value in connection with the Company's 1988
quasi-reorganization. The Debentures are convertible at the option of the holder
into Common Stock of the Company at any time on or before March 15, 2011, unless
previously redeemed, at a conversion price of $10.625 per share, subject to
adjustment in certain events. Subject to certain restrictions, the Debentures
are redeemable in whole or in part, at the option of the Company, at par in
1996. The Debentures are also subject to annual sinking fund payments of $1.5
million beginning March 15, 1997. In January 1992, $15 million principal amount
of Debentures with a book value of $10.1 million was exchanged for 674,865
shares of Convertible Preferred Stock and 2,999,400 Common Stock Purchase
Warrants. Debentures converted in the debt-for-equity exchange and in connection
with Warrant exercises were delivered in lieu of cash in satisfying sinking fund
requirements. Thus, no cash sinking fund payment will be due until March 2008.

(c) The Company has entered into capital lease arrangements for office furniture
and data processing and test equipment with a net book value of approximately
$2.3 million and $2.4 million at December 31, 1995 and 1994, respectively. Such
leases have been capitalized using implicit interest rates which range from 8%
to 14%.

The following is a schedule of future maturities of long-term debt at December
31, 1995:

<TABLE>
<CAPTION>

                  Years Ending December 31:          (Amounts in thousands)
                  -------------------------          -----------------------
                           <S>                        <C>  
                           1996                             $   932
                           1997                                 842
                           1998                                 640
                           1999                              15,742
                           2000                                 155
                           Thereafter                        12,450
                                                            -------
                                                            $30,761

</TABLE>

(d) For the years ended December 31, 1995, 1994 and 1993, the Company made cash
payments of approximately $3.6 million, $2.8 million and $4.2 million,
respectively, for interest expense on indebtedness.


NOTE E - INCOME TAXES

The components of the provision (benefit) for income taxes applicable to income
(loss) from continuing operations for the three years ended December 31, 1995
are as follows:

<TABLE>
<CAPTION>

         (Amounts in thousands)                                   1995             1994           1993
         ----------------------                                   ----             ----           ----

<S>                                                            <C>               <C>             <C>    
         Current    - Federal                                  $    150          $   200         $   145
                    - State                                         200              200             190
                                                              ---------         --------        --------
                                                                    350              400             335
                                                              ---------         --------        --------

</TABLE>


<PAGE>
<PAGE>

<TABLE>
<CAPTION>

         (Amounts in thousands)                                   1995             1994           1993
         ----------------------                                   ----             ----           ----

<S>                                                            <C>               <C>             <C>    

         Deferred   - Federal                                    (1,922)           2,363           1,842
                    - State                                        (715)             544             500
                                                              ---------         --------        --------
                                                                 (2,637)           2,907           2,342
                                                               --------          -------         -------
                                                                $(2,287)          $3,307          $2,677
                                                                ========          ======          ======


</TABLE>


For the years ended December 31, 1994 and 1993, the Company recorded a deferred
income tax provision of $505,000 and $158,000, respectively, related to
discontinued operations.

A reconciliation of the statutory federal income tax provision (benefit) to the
reported income tax provision (benefit) on income (loss) from continuing
operations for the three years ended December 31, 1995 is as follows:


<TABLE>
<CAPTION>

(Amounts in thousands)                                         1995                1994           1993
----------------------                                         ----                ----           ----

<S>                                                          <C>                  <C>             <C>   
Statutory income tax provision (benefit)                     $(13,335)            $3,415          $2,577
State income taxes, net of
    federal income tax benefit                                   (338)               676             526
Impairment of intangible assets                                11,392                ---             ---
Amortization of intangible assets                                 171                457             476
Adjustment of valuation allowance                                 ---             (1,252)           (800)
Research and development credit                                  (148)              (250)           (196)
Other                                                             (29)               261              94
                                                          -----------           --------       ---------
Reported income tax provision (benefit)                      $ (2,287)            $3,307          $2,677
                                                             ========             ======          ======

</TABLE>

The components of and changes in the net deferred tax asset are as follows:

<TABLE>
<CAPTION>

                                                                                 Deferred
                                                             December 31,       (Expense)     December 31,
(Amounts in thousands)                                          1994             Benefit          1995
----------------------                                       ------------       ----------    ------------

<S>                                                           <C>                <C>             <C>    
Net operating loss and tax credit carryforwards               $29,175            $(1,631)        $27,544
Inventory reserves                                              5,405              2,800           8,205
Accrued liabilities and restructuring costs                     1,446               (864)            582
Debenture revaluation                                          (1,715)                90          (1,625)
Other                                                          (2,540)             2,194            (346)
                                                            ---------            -------       ---------
                                                               31,771              2,589          34,360
Valuation allowance                                            (4,792)                48          (4,744)
                                                             --------          ---------       ---------
Deferred tax asset                                            $26,979             $2,637         $29,616
                                                              =======             ======         =======


</TABLE>

The deferred tax asset represents the benefits expected to be realized from the
utilization of pre- and post-acquisition tax benefit carryforwards, which
include net operating loss carryforwards ("NOLs"), tax credit carryforwards and
the excess of tax bases over fair value of the net assets of the Company. The
utilization of these tax benefits for financial reporting purposes will not be
reflected in the statement of operations, but will be reflected as a reduction
of the deferred tax asset.

In order to fully realize the remaining deferred tax asset of $29.6 million as
of December 31, 1995, the Company will need to generate future taxable income of
approximately $80 million prior to the expiration of the NOLs and tax credit
carryforwards. Although the Company believes that it is more likely than not
that the deferred tax asset will be fully realized based on current projections
of future pre-tax income, a valuation allowance has been provided for a portion
of the deferred tax asset. There was no significant adjustment to the valuation
allowance in 1995. During 1994, the Company adjusted its valuation allowance by
$6.5 million, $5.2 million of which was a reduction of goodwill as it related to
pre-acquisition tax benefits and $1.3 million of which reduced the 1994
provision for income taxes. During 1993, the Company adjusted its valuation
allowance by $4.8 million, $4.0 million of which was a reduction of goodwill as
it related to pre-acquisition tax benefits and $0.8 million of which reduced the
1993 provision for income taxes. The basis for the adjustments in 1994 and 1993
was a significant increase in pre-tax income from $4.3 million in 1992 to $10.0
million in 1994. Accordingly, historical earnings supported the realization of
the larger deferred tax asset. The amount of the deferred tax asset considered
realizable, however, could be reduced if estimates of future taxable income
during the carryforward period are reduced.



<PAGE>
<PAGE>


As of December 31, 1995, the Company has NOLs and tax credit carryforwards
(subject to review by the Internal Revenue Service) available to offset future
income for tax return purposes of approximately $69.3 million and $3.2 million,
respectively. A portion of the NOLs and tax credit carryforwards were generated
prior to the formation of the Company and their utilization is subject to
certain limitations imposed by the Internal Revenue Code. The NOLs expire as
follows:


<TABLE>
<CAPTION>

 (Amounts in millions)      2002     2003      2004      2005      2006
 ---------------------      ----     ----      ----      ----      -----
<S>                         <C>     <C>       <C>       <C>        <C>  
                            $0.5    $20.8     $26.0     $9.7       $12.3

</TABLE>

A reconciliation of the Company's income (loss) before taxes for financial
reporting purposes to taxable income for the three years ended December 31, 1995
is as follows:

<TABLE>
<CAPTION>

(Amounts in thousands)                                                 1995               1994               1993
----------------------                                                 ----               ----               ----

<S>                                                                     <C>               <C>                <C>   
Income (loss) before taxes from continuing operations                   $(39,221)         $10,041            $7,580
Discontinued operations                                                      ---            1,262               456
                                                                   -------------        ---------          --------
Income (loss) before taxes for financial
     reporting purposes                                                  (39,221)          11,303             8,036
Differences between income (loss) before taxes for
  financial reporting purposes and taxable income:
  Permanent differences                                                   28,587            1,070             1,570
                                                                       ---------        ---------           -------
  Book taxable income (loss)                                             (10,634)          12,373             9,606
  Net changes in temporary differences                                    11,113           (5,016)           (7,830)
                                                                       ---------        ---------           -------
Taxable income                                                        $      479         $  7,357            $1,776
                                                                      ==========         ========            ======

</TABLE>

The permanent differences relate to the write-off (in 1995) and amortization of
goodwill, which are not deductible. Changes in temporary differences principally
relate to the impairment in service stock inventory (in 1995), inventory
reserves and other costs accrued for book purposes, but not deducted for tax
purposes until subsequently paid.

For the years ended December 31, 1995, 1994 and 1993, the Company made cash
payments of approximately $214,000, $485,000 and $96,000, respectively, for
income taxes.


NOTE F - COMMITMENTS AND CONTINGENCIES

Operating Leases. The Company conducts its business operations in leased
premises under noncancellable operating lease agreements expiring at various
dates through 2005. Rental expense under operating leases amounted to $9.6
million, $10.1 million and $9.7 million for the years ended December 31, 1995,
1994 and 1993, respectively.

The following represents the future minimum rental payments due under
noncancellable operating leases that have initial or remaining lease terms in
excess of one year as of December 31, 1995:

<TABLE>
<CAPTION>


         Years Ending December 31,          (Amounts in thousands)
         -------------------------          ----------------------
                  <S>                               <C>     
                  1996                             $  8,761
                  1997                                7,724
                  1998                                7,025
                  1999                                5,435
                  2000                                3,941
                  Thereafter                          3,374
                                                  ---------
                                                    $36,260
                                                  =========
</TABLE>

Litigation. The Company has various lawsuits, claims and contingent liabilities
arising from the conduct of business; however, in the opinion of management,
they are not expected to have a material adverse effect on the results of
operations, cash flow or financial position of the Company.



<PAGE>
<PAGE>

NOTE G - RELATED PARTY TRANSACTIONS

During 1995, the Company acquired 43% of the common stock and certain other
assets of Dialogic Communications Corporation ("DCC"), a vendor which supplies
the Company with certain call center products, in exchange for 353,118 shares of
the Company's common stock and $100,000 cash. This investment is included in
Other Assets and the related equity income is included in Other Income, Net.


NOTE H - STOCK OPTIONS AND WARRANTS

Information relative to the Company's stock option plans at December 31, 1995 is
as follows:

<TABLE>
<CAPTION>

                                                                         Shares                 Per Share Range
                                                                         ------                 ---------------
<S>                                                                   <C>                       <C>
Total shares originally authorized                                    11,290,000
Options exercised/expired since inception of plans                    (7,074,104)
                                                                      ----------

Remaining shares reserved for issuance                                 4,215,896
Options outstanding                                                    2,083,560                  $0.69-3.25
                                                                      ----------
Shares available for granting of future options                        2,132,336
                                                                      ==========

Options exercisable                                                    1,124,469                  $0.69-3.19
Options exercised -
    Year ended December 31, 1995                                       1,970,760                  $0.63-1.91
    Year ended December 31, 1994                                       1,979,340                  $0.63-2.88
    Year ended December 31, 1993                                       1,144,395                  $0.63-1.25

</TABLE>


Option prices under the Company's plans are equal to the market value of the
Common Stock on the dates the options are granted.

The Company has non-plan options outstanding at December 31, 1995 for 357,030
shares at prices ranging from $1.13 to $20.43 per share. These include options
for 300,000 shares granted to an officer by a predecessor company at a price of
$1.13 per share. Deferred compensation of $0.9 million was recorded for the
excess of the fair value over the exercise price at the date of grant and is
being amortized over 10 years ending in 1997. At December 31, 1995, all of the
non-plan options were exercisable. These options expire at various dates through
November 2000. Certain options include registration rights for the shares
issuable thereunder.

As of December 31, 1995, the Company has warrants outstanding which permit the
holder to purchase a total of 56,250 shares of Common Stock at prices ranging
from $1.06 to $1.25 per share, expiring through September 1997. Warrants were
exercised during the year ended December 31, 1994 for 860,919 shares of Common
Stock at prices ranging from $0.01 to $1.00 per share. Warrants were exercised
during the year ended December 31, 1993 for 9,700 shares of Common Stock at
$1.00 per share. At December 31, 1995, 39,584 warrants were exercisable.

In October 1995, the FASB issued Statement No. 123, "Accounting for Stock-Based
Compensation." The Company will adopt the new pronouncement in fiscal year 1996
and has yet to decide whether it will record compensation cost or provide pro
forma disclosure.


NOTE I - EMPLOYEE STOCK PURCHASE PLAN

A total of 2,750,000 shares of Common Stock are authorized for issuance under
the Company's employee stock purchase plan. The plan permits eligible employees
to purchase up to 1,000 shares of Common Stock at the lower of 85% of the fair
market value of the Common Stock at the beginning or at the end of each
six-month offering period. Pursuant to such plan, 229,636, 209,512 and 168,097
shares were sold to employees during the three years ended December 31, 1995,
1994 and 1993, respectively.

<PAGE>
<PAGE>


In 1994, the Company's shareholders adopted the 1994 Executive Stock Incentive
Plan, which enabled officers and other key employees to purchase a total of up
to 3,000,000 shares of the Company's Common Stock. During 1995 and 1994,
participants purchased 140,000 and 2,745,000 shares of Common Stock,
respectively, at fair market value, which were financed through individual bank
borrowings at market interest rates by each participant, payable over five
years. The Company lends the employee 85% of the interest due to the bank, with
$759,000 of such loans outstanding as of December 31, 1995. There were no
amounts outstanding as of December 31, 1994. The Company guarantees the
individual borrowings under a $9.4 million letter of credit which has a minimal
impact on the Company's borrowing capability. Employee loans guaranteed by the
Company with letters of credit as of December 31, 1995 and 1994 were $9.2
million and $8.7 million, respectively. These shares are held by the Company as
security for the borrowings under a loan and pledge agreement. Sales of such
shares by participants are subject to certain restrictions, and, generally, they
may not be sold for five years.


NOTE J - SAVINGS AND POST-RETIREMENT BENEFIT PLANS

The Company has a 401(k) Savings Plan under which it matches employee
contributions subject to the discretion of the Company's Board of Directors. The
Company's matching contribution, consisting of shares of its Common Stock
purchased in the open market, is equal to 25% of each employee's contribution,
up to a maximum of $660 per employee. The expense for the matching contribution
for the years ended December 31, 1995, 1994 and 1993 was approximately $687,000,
$500,000 and $372,000, respectively.

The Company has an obligation remaining from the acquisition of Executone, Inc.
to provide post-retirement health and life insurance benefits for a group of
fewer than 75 former Executone, Inc. employees, including seven current
employees of the Company. The Company does not provide post-retirement health or
life insurance benefits to any other employees. Effective January 1, 1993, the
Company adopted FAS No. 106, a standard on accounting for post-retirement
benefits other than pensions. This standard requires that the expected cost of
these benefits must be charged to expense during the years that employees render
services. The Company adopted the new standard prospectively and is amortizing
the transition obligation over a 20-year period.

Post-retirement benefit expense for the three years ended December 31, 1995
consists of the following:
<TABLE>
<CAPTION>

(Amounts in thousands)                                                   1995              1994             1993
---------------------------                                              ----              ----             ----

<S>                                                                   <C>               <C>              <C> 
Interest on accumulated benefit obligation                            $219              $217             $190
Amortization of transition obligation                                  116               116              116
Amortization of unrecognized actuarial loss                             20                23              ---
                                                                    ------            ------          -------
                                                                      $355              $356             $306
                                                                      ====              ====             ====
</TABLE>


The status of the plan at December 31, 1995 and 1994 is as follows:


<TABLE>
<CAPTION>

(Amounts in thousands)                                                                   1995              1994
----------------------                                                                   ----              ----
<S>                                                                                 <C>             <C>      
Accumulated post-retirement benefit obligation ("APBO"):
     Retirees                                                                         $2,779           $2,707
     Active Employees                                                                    330              321
                                                                                    --------         --------
                                                                                       3,109            3,028
Unamortized transition obligation                                                     (1,977)          (2,093)
Unrecognized net loss                                                                   (486)            (559)
                                                                                     -------          -------
Accrued liability                                                                     $  646           $  376
                                                                                      ======           ======
</TABLE>


In determining the APBO as of December 31, 1995 and 1994, the weighted average
discount rate used was 7%. The Company used a healthcare cost trend rate of
approximately 11%, decreasing through 2006 and leveling off at 6% thereafter. A
1% increase in the healthcare trend rate would increase the APBO at December 31,
1995 by approximately 2% and increase the interest cost component of the
post-retirement benefit expense for 1995 by less than $10,000.

<PAGE>
<PAGE>

NOTE K - OTHER INCOME, NET

Other Income, Net consists of the following for the three years ended December
31, 1995:

<TABLE>
<CAPTION>

(Amounts in thousands)                                            1995                    1994                1993
----------------------                                            ----                    ----                ----

<S>                                                            <C>                      <C>                   <C>   
Interest income                                                $   (285)                $(287)                $(252)
Equity in earnings of DCC (Note G)                                 (401)                  ---                   ---
Gains on sales of direct sales offices                           (1,213)                  ---                   ---
Other, net                                                         (230)                 (348)                  162
                                                              ---------                ------                ------
                                                                $(2,129)                $(635)               $  (90)
                                                                =======                 =====                ======

</TABLE>

NOTE L - ACQUISITIONS/DISPOSITIONS

During the fourth quarter of 1995, the Company sold its customer bases in
Wisconsin and Iowa and the net assets of the related direct sales offices for a
total of $2.1 million, consisting of $125,000 cash, a $1.8 million note, the
proceeds of which were received in February 1996, and a $150,000 note due in
installments by November 2001. These sales generated a gain of approximately
$1.2 million, which is included in Other Income, Net for the year ended December
31, 1995.

On December 19, 1995, the Company acquired 100% of the common stock of Unistar
Gaming Corporation ("Unistar") for 3.7 million shares of the Company's common
stock and 350,000 shares of newly issued preferred stock. Unistar,
privately-held prior to the acquisition, has an exclusive five-year contract to
design, develop, finance, and manage the National Indian Lottery ("NIL"). The
NIL will be a national telephone lottery authorized by federal law and a compact
between the State of Idaho and the Coeur d'Alene Indian Tribe of Idaho ("CDA").
In return for providing these management services to the NIL, Unistar will be
paid a fee equal to 30% of the profits of the NIL. Unistar did not have any
assets or operations other than the NIL contract prior to its acquisition by the
Company.

The purchase price was approximately $12.7 million and was based upon the
determination by an investment banking firm of the value assigned to the common
and preferred stock. The common stock valuation was based upon the value of the
shares issued at the closing date, discounted for restrictions on the sale of
the shares, which range from six to twenty-six months. The preferred stock was
valued based upon the number of common shares which it was estimated that the
preferred shares may be converted into at some future date. The excess of the
purchase price over the value of the net liabilities assumed has been allocated
to the management agreement with the CDA and will be amortized over the
five-year term of the contract commencing with the first significant lottery
revenues.

The preferred stock consists of 250,000 shares of Cumulative Convertible
Preferred Stock, Series A ("Series A Preferred Stock") and 100,000 shares of
Cumulative Contingently Convertible Preferred Stock, Series B ("Series B
Preferred Stock"). The Series A Preferred Stock has voting rights equal to one
share of common stock and will earn dividends equal to 18.5% of the consolidated
retained earnings of Unistar as of the end of a fiscal period, less any
dividends paid to the holders of the Series A Preferred Stock prior to such
date. The Series B Preferred Stock has voting rights equal to one share of
common stock and will earn dividends equal to 31.5% of the consolidated retained
earnings of Unistar as of the end of a fiscal period, less any dividends paid to
the holders of the Series B Preferred Stock prior to such date. All dividends on
Preferred Stock are payable (i) when and as declared by the Board of Directors,
(ii) upon conversion or redemption of the Series A and Series B Preferred Stock
or (iii) upon liquidation. The Series A and Series B Preferred Stock is
redeemable for a total of 13.3 million shares of common stock (Series A
Preferred Stock for 4.925 million shares and Series B Preferred Stock for 8.375
million shares) at the Company's option. In the event that Unistar meets certain
revenue and profit parameters, the Series A Preferred Stock is convertible for
up to 4.925 million shares of common stock and the Series B Preferred Stock is
contingently convertible for up to 8.375 million shares of common stock (a total
of an additional 13.3 million shares of common stock). Shareholder approval is
required before any of the Series B Preferred Stock can be converted or
redeemed. Liquidation preferences for all Series A and Series B preferred shares
total $7.3 million as of December 31, 1995. Liquidation preference is based upon
fair market value of the Series A and Series B preferred shares as determined by
the investment banking firm engaged by the Company, plus any dividends in
arrears. As of December 31, 1995, no dividends have accrued to the preferred
stockholders. The preferred stock had no impact on earnings per share in 1995.


<PAGE>
<PAGE>

In an attempt to block the NIL, certain states filed letters under 18 U.S.C.
Section 1084 to prevent the long-distance carriers from providing telephone
service to the NIL. The CDA initiated legal action to compel the long-distance
carriers to provide telephone service to the NIL. The CDA's position is that the
lottery is authorized by the Indian Gaming Regulatory Act ("IGRA") passed by
Congress in 1988, that IGRA preempts state and federal statutes, and that the
states lack authority to issue the Section 1084 notification letters to any
carrier. On February 28, 1996, the NIL was ruled lawful by the CDA Tribal Court.
The CDA Tribal Court found that all requirements of IGRA have been satisfied and
the Section 1084 letters issued by certain state attorneys general in an effort
to interfere with the lawful operation of the NIL are invalid. In addition, the
Court found that the long-distance carriers cannot refuse to provide the service
requested in the action based upon 18 U.S.C. Section 1084. Any appeal of this
ruling must be filed by May 31, 1996. The Company expects this ruling will be
appealed but believes the CDA's position will be upheld. In recording the
purchase, the Company has accrued $1 million to cover the legal costs which it
anticipates are probable of being incurred to resolve these issues. Depending on
the outcome of the litigation, it is possible that additional costs may be
incurred.

Other than legal costs related to an appeal of the CDA Tribal Court ruling or
other actions by the states, if any, the Company estimates that the additional
costs to become operational may amount to between $5-10 million. Operational
capital includes capital expenditures for computers and software to build the
telecommunications system, funds to complete the building on the CDA reservation
which will be the operations center for the lottery, and various start-up
expenses including personnel-related costs and advertising expenses. The Company
is also required to make a guaranteed payment of $300,000 per year to the CDA.
The estimate of operating capital does not include a $4 million jackpot reserve
which could be required dependent upon certain conditions. If the Company
ultimately must fund a jackpot reserve, it will be repaid to Unistar solely from
NIL net revenues in equal installments over the term of the contract. The
Company expects it will be able to obtain additional financing for these costs,
if necessary.

The Company believes there is a national market for the NIL based upon research
into the experience of other national lotteries and the growth of the overall
lottery market. However, there is no assurance that there will be acceptance of
a telephone lottery.

During the first quarter of 1995, the Company was involved in extensive
negotiations to acquire the Dictaphone division of Pitney Bowes. In April 1995,
the acquisition was awarded to another bidder. The Company incurred
approximately $1 million in fees and expenses related to the attempted
acquisition which were recognized during the second and third quarters of 1995.

In 1990, the Company acquired all the outstanding shares of Isoetec Texas, Inc.,
an independent distributor of the Company's products. The transaction has been
accounted for by the purchase method. The purchase price was based upon a
multiple of 1989 pre-tax earnings of Isoetec Texas, Inc., subject to adjustment.
The purchase price originally recorded was based on cash payments to the former
owners of approximately $900,000, $250,000 of notes, 325,000 shares of common
stock and liabilities assumed of approximately $900,000.

The Company brought an action against the former owners of Isoetec Texas, Inc.
alleging breach of contract and fraud with respect to the calculation of 1989
pre-tax earnings and the purchase price. In November 1991, pursuant to the
purchase contract, an arbitrator ruled that 1989 pre-tax earnings should be
reduced by an amount that resulted in a reduction of the purchase price by
approximately $2 million. This reduction was assumed in the original purchase
price calculation and, as such, did not result in an adjustment to the recorded
purchase price. However, the arbitrator also awarded damages of approximately
$1.2 million to the former owners as additional purchase price. At that time,
the Company did not adjust its purchase price calculation since it believed that
the arbitrator went beyond its authority and decided to pursue the matter in
court. In 1994, after an appeal to the Fifth Circuit U.S. Court of Appeals, the
Company was required to pay $1.2 million as additional purchase price and
interest of $400,000. In addition, the Company was required to issue an
additional 78,866 shares of common stock to settle all remaining claims. These
payments were adjustments to the recorded purchase price.

As of March 31, 1994, the Company sold its Vodavi Communications Systems
Division ("VCS"), which sold telephone equipment to supply houses and dealers, a
different class of customer from continuing operations, under the brand names
STARPLUS'r' and INFINITE'tm', for approximately $10.9 million. Proceeds of the
sale consisted of approximately $9.7

<PAGE>
<PAGE>


million in cash, received in April 1994, and a $1.2 million note, the proceeds
of which were received in September 1995. The proceeds were used to reduce
borrowings under the Company's credit facility. The sale resulted in an
after-tax gain of $604,000 (net of income tax provision of $403,000).
Consolidated financial statements for the years ended December 31, 1994 and 1993
present VCS as a discontinued operation. Net revenues of the discontinued
operation for the years ended December 31, 1994 (through the date of sale) and
1993 were $8.6 million and $31.6 million, respectively.


NOTE M - SELECTED QUARTERLY FINANCIAL DATA

The following is a summary of unaudited selected quarterly financial data for
the years ended December 31, 1995 and 1994:

<TABLE>
<CAPTION>
                                                                                       Three Months Ended

                                                                March 31,       June  30,       September 30,       December 31,
(In thousands, except for per share amounts)                       1995           1995              1995                1995
                                                                -------         ---------       ------------        ------------

<S>                                                            <C>              <C>               <C>                   <C>   
Revenues                                                        $70,808          $78,417           $74,164               $73,004
Gross Profit                                                     28,349           32,021            30,504                31,983
Income (Loss) Before Income Taxes                                   200         (44,225)             2,205                 2,599
Net Income (Loss)                                                   120         (39,936)             1,323                 1,559
Earnings (Loss) Per Share                                           ---           (0.86)              0.03                  0.04


</TABLE>

<TABLE>
<CAPTION>
                                                                                       Three Months Ended

                                                                 March 31,        June 30,       September 30,         December 31,
(In thousands, except for per share amounts)                        1994            1994             1994                 1994
                                                                ----------       ---------       -------------         -----------

<S>                                                             <C>              <C>               <C>                  <C>    
Revenues                                                        $65,307          $76,612           $76,547              $73,503
Gross Profit                                                     26,267           32,138            32,105               31,962
Income Before Income Taxes
  from Continuing Operations                                        143            4,024             3,312                2,562
Income from Continuing Operations                                    86            2,414             1,986                2,248
Discontinued Operations                                             757              ---               ---                  ---
Net Income                                                          843            2,414             1,986                2,248
Earnings Per Share:
  Continuing Operations                                             ---             0.05              0.04                 0.05
  Discontinued Operations                                          0.02              ---               ---                  ---


</TABLE>

The three months ended June 30, 1995 includes a provision for restructuring of
$44,042 (see Note L) and acquisition expenses of $1.0 million (see Note L). The
three months ended March 31, 1994 includes income of $757 from the
discontinuance and sale of the VCS division (see Note L).


NOTE N - SUBSEQUENT EVENTS

On April 9, 1996, the Company entered into an agreement to sell substantially
all of the Direct Sales and Services Group, including its long-distance reseller
business and National Service Center, for $67.4 million to an acquisition
company led by Bain Capital, Inc. The purchase price will consist of $61.5
million in cash, a $5.9 million note and warrants to purchase 8% of the common
stock of the new company, issued as of the closing, for $1.1 million,
exercisable for three years. The sale is expected to close on May 31, 1996,
subject to the buyer's financing and other conditions. The agreement also
provides that the Company and the buyer will enter into a five-year exclusive
distribution agreement under which the buyer will sell and service the Company's
telephony equipment to those businesses and commercial locations that require up
to 400 telephones.


<PAGE>
<PAGE>

   
The sale does not include the Pittsburgh direct sales and service office, which
the Company has agreed to sell to one of its existing independent
distributors for approximately $1.3 million in cash and notes. The sale of the
direct Sales and Service Group (including the separate sale of the Pittsburgh
office) relates primarily to the retail distribution channel of the Computer
Telephony division and includes the entire network services division. After the
sale, the Computer Telephony division will consist of telephony products sales
to independent distributors, of which the newly-formed Bain company will be the
largest distributor, along with the National Accounts and Federal Systems
marketing groups. The Company will retain its Healthcare Communications and
Call Center Management businesses and the recently acquired Unistar business.
    

In 1995, the Direct Sales and Services Group, including the long-distance
reseller business, had revenues of $191 million. On a pro forma basis, after
giving effect to the transaction, the Company's 1995 revenues would be
approximately $157 million. This includes $42 million in sales to the Direct
Sales and Services Group which were eliminated in the 1995 Statement of
Operations.

On April 10, 1996, the Company announced that it had given notice of its
termination of its distribution agreement with GPT Video Systems due to failures
by GPT to deliver properly-functioning videoconferencing products on a timely
basis. The Company is negotiating an agreement with a third party to sell its
videoconferencing business. Terms of the contract have yet to be finalized.


STOCK DATA

The number of holders of record of the Company's Common Stock as of the close of
business on January 31, 1996 was approximately 2,100. The Common Stock is traded
on the NASDAQ National Market System under the symbol "XTON". As reported by
NASDAQ on February 16, 1996, the closing sale price of the Common Stock on the
NASDAQ National Market System was $2 7/16. The following table reflects in
dollars the high and low closing sale prices for EXECUTONE's Common Stock as
reported by the NASDAQ National Market System for the periods indicated:

<TABLE>
<CAPTION>

         Fiscal Period                       High               Low
         -------------                       -----              ----  

         1995
         <S>                               <C>                <C>
         First Quarter                      $3 7/16           $2 15/16
         Second Quarter                      3 3/8             2 1/8
         Third Quarter                       2 7/8             2 1/8
         Fourth Quarter                      2 7/8             2 1/8

         1994
         First Quarter                      $2 15/16          $2 3/16
         Second Quarter                      2 13/16           2 1/2
         Third Quarter                       3 5/16            2 1/2
         Fourth Quarter                      3 9/16            3

</TABLE>


The Company's Debentures are quoted on the NASDAQ System under the symbol
"XTONG". On February 16, 1996, the average of the closing bid and asked prices
per $1,000 principal amount of Debentures, as reported on the NASDAQ System, was
$850. The following table reflects in dollars the high and low average closing
sale prices for the Debentures, as reported by the NASDAQ System, for the
periods indicated:

<TABLE>
<CAPTION>

         Fiscal Period                                High              Low
         -------------                                ----              ---
         1995
        <S>                                          <C>               <C> 
         First Quarter                                $824              $808
         Second Quarter                                824               788
         Third Quarter                                 815               805
         Fourth Quarter                                850               815

         1994
         First Quarter                                $900              $863
         Second Quarter                                854               786
</TABLE>

<PAGE>
<PAGE>

<TABLE>
<CAPTION>

<S>                                                    <C>               <C>
         Third Quarter                                 810               779
         Fourth Quarter                                815               775

</TABLE>


It is the present policy of the Board of Directors to retain earnings for use in
the business and the Company does not anticipate paying any cash dividends on
the Common Stock in the foreseeable future. The Company's current bank credit
agreement contains provisions prohibiting the payment of dividends on the Common
Stock.


<PAGE>
<PAGE>


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Stockholders of
EXECUTONE Information Systems, Inc.:

We have audited the accompanying consolidated balance sheets of EXECUTONE
Information Systems, Inc. (a Virginia corporation) and subsidiaries as of
December 31, 1995 and 1994, and the related consolidated statements of
operations, changes in stockholders' equity and cash flows for each of the three
years in the period ended December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of EXECUTONE Information Systems,
Inc. and subsidiaries as of December 31, 1995 and 1994, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1995, in conformity with generally accepted accounting principles.





ARTHUR ANDERSEN LLP




Stamford, Connecticut
January 26, 1996 (except with respect to the matter discussed in Note N, as to
which the date is April 10, 1996)



<PAGE>
<PAGE>



STOCKHOLDER INFORMATION

<TABLE>

<S>                                        <C>
CORPORATE HEADQUARTERS                      INDEPENDENT PUBLIC ACCOUNTANTS
EXECUTONE Information Systems, Inc.         Arthur Andersen LLP
478 Wheelers Farms Road                     Champion Plaza
Milford, Connecticut 06460                  400 Atlantic Street
(203) 876-7600                              Stamford, Connecticut 06912-0021

STOCK AND WARRANT TRANSFER AGENT            OUTSIDE COUNSEL
American Stock Transfer and Trust Company   Hunton & Williams
40 Wall Street                              Riverfront Plaza
New York, New York 10005                    951 East Byrd Street
                                            Richmond, Virginia 23219
BOND TRANSFER AGENT
U.S. Trust Company of New York              ADDITIONAL INFORMATION
114 West 47th Street                        A copy of EXECUTONE's Annual Report on Form 10-K,
New York, New York 10036-1532               which is filed with the Securities and Exchange Commission,
                                            is available without charge by writing to:

                                            David Krietzberg
                                            Treasurer/Investor Relations
                                            Corporate Headquarters

</TABLE>


DIRECTORS AND OFFICERS

BOARD OF DIRECTORS


<TABLE>

<S>                                        <C> 
Alan Kessman                                Jerry M. Seslowe  1, 2
Chairman of the Board                       Managing Director
                                            Resource Holdings, Ltd.
Stanley M. Blau
Vice Chairman                               William R. Smart  1
                                            Senior Vice President
Thurston R. Moore                           Cambridge Strategic Management Group
Partner
Hunton & Williams

Richard S. Rosenbloom 1, 2
David Sarnoff Professor of Business Administration
Harvard Business School

1  Compensation committee member
2  Audit committee member


</TABLE>

OFFICERS


<TABLE>

<S>                                        <C>                                                   <C>       
Alan Kessman                                Anthony R. Guarascio                                 David E. Lee
President and Chief Executive Officer       Vice President, Finance and                          Vice President, Business
                                            Chief Financial Officer                              Development
Stanley M. Blau
Vice Chairman                               Israel J. Hersh                                      John T. O'Kane
                                            Vice President, Software Engineering                 Vice President, MIS
Michael W. Yacenda
Executive Vice President                    Elizabeth Hinds                                      Frank J. Rotatori
                                            Vice President, Human Resources                      Vice President, Healthcare Sales
Barbara C. Anderson
Vice President, General Counsel and         Robert W. Hopwood                                    Shlomo Shur
Secretary                                   Vice President, Customer Care                        Senior Vice President,
                                                                                                 Advanced Technology
James E. Cooke III                          Andrew Kontomerkos
Vice President, National Accounts           Senior Vice President, Hardware
                                            Engineering and Production

</TABLE>

<PAGE>