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                                                                     EXHIBIT 4.1

                         Form of Subscription Agreement

                               COMDIAL CORPORATION

       BRIDGE SUBSCRIPTION AGREEMENT (this "Subscription Agreement") made as of
this 20th day of June, 2002 between Comdial Corporation, a corporation organized
under the laws of the State of Delaware with offices at 106 Cattlemen Road,
Sarasota, Florida 34232 (the "Company"), and the undersigned (the "Subscriber").

       WHEREAS, the Company desires to issue in a private placement to
"accredited investors" (the "Placement") a minimum of 20 (the "Minimum
Offering") and a maximum of 40 (the "Maximum Offering") units ("Units") (or
fractions thereof) on the terms and conditions set forth herein and in the
exhibits hereto, and the Subscriber desires to acquire the number of Units set
forth on the signature page hereof; and

       WHEREAS each Unit shall consist of: $100,000 principal amount of 7%
senior subordinated secured convertible promissory notes substantially in the
form attached hereto as Exhibit A (the "Notes");

       WHEREAS, the Notes shall be (i) secured by a second lien on the Company's
assets pursuant to the terms of a security agreement in the form attached hereto
as Exhibit B (the "Security Agreement") and (ii) subject to a subordination
agreement with Bank of America, N.A. in the form attached hereto as Exhibit C
(the "Subordination Agreement"); and

       WHEREAS, 13.33% of the principal amount of the Notes are convertible into
shares of the Company's common stock at the conversion rate of $.01 per share
(the "Note Conversion Shares"); and

       WHEREAS, the balance of the Notes are convertible into shares of the
Company's common stock on the terms set forth in the Notes upon certain defaults
by the Company (the "Default Conversion Shares"); and

       WHEREAS, the Note Conversion Shares and Default Conversion Shares (if
applicable) are entitled to registration rights on the terms set forth in this
Subscription Agreement; and

       WHEREAS, the Placement is being made pursuant to a Term Sheet dated June
10, 2002 between the Company and ComVest Venture Partners, L.P. ("ComVest"); and

       WHEREAS, the Subscriber is delivering simultaneously herewith a completed
confidential investor questionnaire (the "Questionnaire").

       NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as follows:

       I.  SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY AND COVENANTS OF
           SUBSCRIBER

       1.1 Subscription for Units. Subject to the terms and conditions
hereinafter set forth, the Subscriber hereby subscribes for and agrees to
purchase from the Company such

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number of Units as is set forth upon the signature page hereof at a price equal
to $100,000 per Unit and the Company agrees to sell such Units to the Subscriber
for said purchase price. The purchase price is payable by certified or bank
check made payable to Comdial Corporation or by wire transfer of funds,
contemporaneously with the execution and delivery of this Subscription
Agreement.

       1.2 Reliance on Exemptions. The Subscriber acknowledges that the
Placement has not been reviewed by the United States Securities and Exchange
Commission (the "SEC") or any state agency because of the Company's
representations that this is intended to be a nonpublic offering exempt from the
registration requirements of the Securities Act of 1933, as amended (the "1933
Act") and state securities laws. The Subscriber understands that the Company is
relying in part upon the truth and accuracy of, and the Subscriber's compliance
with, the representations, warranties, agreements, acknowledgments and
understandings of the Subscriber set forth herein and in the Questionnaire order
to determine the availability of such exemptions and the eligibility of the
Subscriber to acquire the Units.

       1.3 Investment Purpose. The Subscriber represents that the Notes
comprising the Units are being purchased for its own account, for investment
purposes only and not for distribution or resale to others in contravention of
the registration requirements of the 1933 Act. The Subscriber agrees that it
will not sell or otherwise transfer the Notes, the Note Conversion Shares or, if
applicable, the Default Conversion Shares (collectively, the "Securities")
unless they are registered under the 1933 Act or unless an exemption from such
registration is available.

       1.4 Accredited Investor. The Subscriber represents and warrants that it
is an "accredited investor" as such term is defined in Rule 501 of Regulation D
promulgated under the 1933 Act, as indicated by its responses to the
Questionnaire, and that it is able to bear the economic risk of any investment
in the Units. The Subscriber further represents and warrants that the
information furnished in the Questionnaire is accurate and complete in all
material respects.

       1.5 Risk of Investment. The Subscriber recognizes that the purchase of
Units involves a high degree of risk in that: (i) an investment in the Company
is highly speculative and only investors who can afford the loss of their entire
investment should consider investing in the Company and the Securities; (ii)
transferability of the Securities is limited; and (iii) the Company may require
substantial additional funds to operate its business and there can be no
assurance that the Maximum Offering will be completed or that any other funds
will be available to the Company, in addition to all of the other risks set
forth in the Company's SEC Documents (as defined in Section 2.5 hereof).

       1.6 Information. The Subscriber acknowledges that the Company has made
available for its review: (a) the Company's Annual Report on Form 10-K for the
year ended December 31, 2001, (b) the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 2002, and (c) the Company's Proxy
Statement for the annual meeting of shareholders held on May 17, 2002, and
hereby represents that: (i) the Subscriber has been furnished by the Company
during the course of this transaction with all information regarding the Company
which it has requested; and (ii) that the Subscriber has been afforded the
opportunity to ask questions of and receive answers from duly authorized
officers of the

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Company concerning the terms and conditions of the Placement, and any additional
information which it has requested, if any.

       1.7  No Representations. The Subscriber hereby represents that, except as
expressly set forth in (a) this Subscription Agreement, (b) the Notes, (c) the
Security Agreement, (d) the Subordination Agreement, and (e) all exhibits,
schedules and appendices which are part of the aforementioned documents,
(collectively, the "Offering Documents"), no representations or warranties have
been made to the Subscriber by the Company or any agent, employee or affiliate
of the Company, and in entering into this transaction the Subscriber is not
relying on any information other than that contained in the Offering Documents,
the SEC Documents and the results of independent investigation by the
Subscriber.

       1.8  Tax Consequences. The Subscriber acknowledges that the Placement may
involve tax consequences and that the contents of the Offering Documents do not
contain tax advice or information. The Subscriber acknowledges that he must
retain his own professional advisors to evaluate the tax and other consequences
of an investment in the Units.

       1.9  Transfer or Resale. The Subscriber understands that Rule 144 (the
"Rule") promulgated under the 1933 Act requires, among other conditions, a
one-year holding period prior to the resale (in limited amounts) of securities
acquired in a non-public offering without having to satisfy the registration
requirements under the 1933 Act. The Subscriber understands and hereby
acknowledges that the Company is under no obligation to register the securities
comprising the Units under the 1933 Act, with the exception of certain
registration rights covering the resale of the Note Conversion Shares and
Default Conversion set forth in Article V hereof.

       1.10 Legends. The Subscriber understands that the certificates or other
instrument representing the Securities, until such time as they have been
registered under the 1933 Act, shall bear a restrictive legend in substantially
the following form (and a stop-transfer order may be placed against transfer of
such certificates or other instruments):

       THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
       UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
       SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD,
       TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE
       REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF
       1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION
       OF COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT
       REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS, OR (II)
       UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

The legend set forth above shall be removed and the Company shall issue a
certificate or other instrument without such legend to the holder of the
Securities upon which it is stamped, if (a) such Securities are being sold by
the holder pursuant to an effective registration statement under the 1933 Act,
(b) such holder delivers to the Company an opinion of counsel, in a reasonably
satisfactory and acceptable form to the Company directed to the Company or
expressly providing that the Company may rely thereon, that a disposition of the
Securities is being made pursuant to

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an exemption from such registration, or (c) such holder provides the Company
with reasonable assurance that a disposition of the Securities will be made
pursuant to the Rule.

       1.11 No General Solicitation. The Subscriber represents that the
Subscriber was not induced to invest by any of the following: (i) any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over the news or radio; and
(ii) any seminar or meeting whose attendees were invited by any general
solicitation or advertising.

       1.12 Validity; Enforcement. If the Subscriber is a corporation,
partnership, trust or other entity, the Subscriber represents and warrants that:
(a) it is authorized and otherwise duly qualified to purchase and hold the
Units; and (b) that this Subscription Agreement has been duly and validly
authorized, executed and delivered and constitutes the legal, binding and
enforceable obligation of the undersigned.

       1.13 Address. The Subscriber hereby represents that the address of
Subscriber furnished by the Subscriber at the end of this Subscription Agreement
is the undersigned's principal residence if the Subscriber is an individual or
its principal business address if it is a corporation or other entity.

       1.14 Foreign Subscriber. If the Subscriber is not a United States person,
such Subscriber hereby represents that it has satisfied itself as to the full
observance of the laws of its jurisdiction in connection with any invitation to
subscribe for the Securities comprising the Units or any use of this
Subscription Agreement, including: (a) the legal requirements within its
jurisdiction for the purchase of the Units; (b) any foreign exchange
restrictions applicable to such purchase; (c) any governmental or other consents
that may need to be obtained; and (d) the income tax and other tax consequences,
if any, that may be relevant to the purchase, holding, redemption, sale or
transfer of the Securities. Such Subscriber's subscription and payment for, and
his or her continued beneficial ownership of the Securities, will not violate
any applicable securities or other laws of the Subscriber's jurisdiction.

       II.  REPRESENTATIONS BY THE COMPANY

The Company represents and warrants to the Subscriber, except as set forth in
the disclosure schedules attached hereto:

       2.1  Securities Law Compliance. The offer, offer for sale, and sale of
the Units have not been registered under the 1933 Act. The Units are to be
offered, offered for sale and sold in reliance upon the exemptions from the
registration requirements of Section 4 of the 1933 Act. The Company will use its
best efforts to conduct the Placement in compliance with the requirements of
Regulation D of the General Rules and Regulations under the 1933 Act and
applicable state "blue sky" laws, and the Company will file all appropriate
notices of offering with the SEC. The Company has prepared the Offering
Documents. The Offering Documents will not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make the
statements therein, in light of the circumstances in which they were made, not
misleading. If at any time prior to the completion of the Placement or other
termination of this Subscription Agreement any event shall occur as a result of
which it might become necessary to amend or supplement the Offering Documents so
that they do not include

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any untrue statement of any material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances then existing, not misleading, the Company will promptly notify
the Subscriber and will supply the Subscriber with amendments or supplements
correcting such statement or omission.

       2.2 Organization and Qualification. The Company is duly organized and
validly existing in good standing under the laws of the jurisdiction in which it
is organized, and has the requisite power and authorization to own its
properties and to carry on its business as now being conducted except as may be
provided by the Company's agreements with Bank of America. The Company is duly
qualified as a foreign corporation to do business and is in good standing in
every jurisdiction in which its ownership of property or the nature of the
business conducted by it makes such qualification necessary, except to the
extent that the failure to be so qualified or be in good standing would not have
a Material Adverse Effect. As used in this Subscription Agreement, "Material
Adverse Effect" means any material adverse effect on the business, properties,
assets, operations, results of operations, financial condition or prospects of
the Company, or on the transactions contemplated hereby, or by the other
Offering Documents or the agreements and instruments to be entered into in
connection herewith or therewith, or on the authority or ability of the Company
to perform its obligations under the Offering Documents. The Company does not
have any operating subsidiaries other than as set forth in the Offering
Documents and all of the non-operating subsidiaries are wholly-owned by the
Company.

       2.3 Capitalization. The authorized, issued and outstanding capital stock
of the Company prior to the consummation of the transactions contemplated hereby
is set forth in Schedule 2.3 to this Subscription Agreement. All of such
outstanding shares have been and are, or upon issuance will be duly authorized,
validly issued, fully paid and non-assessable. Except as disclosed in Schedule
2.3, (i) no shares of the Company's capital stock are subject to preemptive
rights under Delaware law or any other similar rights or any liens or
encumbrances suffered or permitted by the Company; (ii) there are no outstanding
debt securities issued by the Company; (iii) there are no outstanding options,
warrants, scrip, rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into or exchangeable
for, any shares of capital stock of the Company, or contracts, commitments,
understandings or arrangements by which the Company is or may become bound to
issue additional shares of capital stock of the Company or options, warrants,
scrip, rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities or rights convertible into or exchangeable for, any
shares of capital stock of the Company; (iv) there are no agreements or
arrangements under which the Company is obligated to register the sale of any of
their securities under the 1933 Act; (v) there are no outstanding securities of
the Company that contain any redemption or similar provisions, and there are no
contracts, commitments, understandings or arrangements by which the Company is
or may become bound to redeem a security of the Company; (vi) there are no
securities or instruments containing anti-dilution or similar provisions that
will be triggered by the issuance of the Securities as described in the Offering
Documents that shall not have been waived prior to the initial closing of the
Placement (the "Initial Closing"); and (vii) the Company does not have any stock
appreciation rights or "phantom stock" plans or agreements or any similar plan
or agreement. To the knowledge of the Company, all prior sales of securities of
the Company were either registered under the 1933 Act and applicable state
securities laws or exempt from such registration, and, to the knowledge of the
Company, no security holder has any rescission rights with respect thereto.

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         2.4  Subsidiaries and Investments. Other than as set forth in Schedule
2.4 to this Subscription Agreement, the Company has no subsidiaries, and the
Company does not own, directly or indirectly, any capital stock or other equity
ownership or proprietary interests in any other corporation, association, trust,
partnership, joint venture or other entity.

         2.5  SEC Documents; Financial Statements. Since December 31, 2001, the
Company has filed all reports, schedules, forms, statements and other documents
required to be filed by it with the SEC pursuant to the reporting requirements
of the Securities Exchange Act of 1934 (the "Exchange Act") (all of the
foregoing filed prior to the date hereof and all exhibits included therein and
financial statements and schedules thereto and documents incorporated by
reference therein being hereinafter referred to as the "SEC Documents"). The
Company has made available to the Subscriber or its representatives copies of
the SEC Documents. As of their respective dates, the SEC Documents complied in
all material respects with the requirements of the Exchange Act and the rules
and regulations of the SEC promulgated thereunder applicable to the SEC
Documents, and none of the SEC Documents, at the time they were filed with the
SEC, contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading. As of their respective dates, the financial statements of the
Company included in the SEC Documents complied as to form in all material
respects with applicable accounting requirements and the published rules and
regulations of the SEC with respect thereto. Such financial statements have been
prepared in accordance with generally accepted accounting principles,
consistently applied, during the periods involved (except (a) as may be
otherwise indicated in such financial statements or the notes thereto, or (b) in
the case of unaudited interim statements, to the extent they may exclude
footnotes or may be condensed or summary statements) and fairly present in all
material respects the financial position of the Company as of the dates thereof
and the results of its operations and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal year-end audit
adjustments that would not be material). The Company has no reason to believe
its independent auditors will withhold their consent to the inclusion of their
audit opinion concerning the Company's financial statements which are to be
included in any Registration Statement.

         2.6  Absence of Changes. Since March 31, 2002, other than as set forth
in the SEC Documents and Schedule 2.6 to this Subscription Agreement, the
Company has not (i) incurred any debts, obligations or liabilities, absolute,
accrued, contingent or otherwise, whether due or to become due, except current
liabilities incurred in the usual and ordinary course of business and consistent
with past practices, having individually or in the aggregate a Material Adverse
Effect, (ii) made or suffered any changes in its contingent obligations by way
of guaranty, endorsement (other than the endorsement of checks for deposit in
the usual and ordinary course of business), indemnity, warranty or otherwise,
(iii) discharged or satisfied any liens or paid any obligation or liability
other than current liabilities shown on the balance sheet dated as of March 31,
2002, and current liabilities incurred since the date of the balance sheet dated
as of March 31, 2002, in each case in the usual and ordinary course of business
and consistent with past practices, (iv) mortgaged, pledged or subjected to lien
any of its assets, tangible or intangible, (v) sold, transferred or leased any
of its assets except in the usual and ordinary course of business and consistent
with past practices, (vi) cancelled or compromised any debt or claim, or waived
or released any right, of material value, (vii) suffered any physical damage,
destruction or loss (whether or not covered by insurance) adversely affecting
the properties, business or prospects of the Company, (viii) entered into any
transaction other than in

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the usual and ordinary course of business except for this Subscription Agreement
and the other Offering Documents and the related agreements referred to herein
and therein, (ix) encountered any labor difficulties or labor union organizing
activities, (x) made or granted any wage or salary increase or entered into any
employment agreement, (xi) issued or sold any shares of capital stock or other
securities or granted any options with respect thereto, or modified any equity
security of the Company, (xii) declared or paid any dividends on or made any
other distributions with respect to, or purchased or redeemed, any of its
outstanding equity securities, (xiii) suffered or experienced any change in, or
condition affecting, its condition (financial or otherwise), properties, assets,
liabilities, business operations, results of operations or prospects other than
changes, events or conditions in the usual and ordinary course of its business
and consistent with past practices, having (either by itself or in conjunction
with all such other changes, events and conditions) a Material Adverse Effect or
(xiv) made any change in the accounting principles, methods or practices
followed by it or depreciation or amortization policies or rates theretofore
adopted.

         2.7  Title. Except as set forth in or contemplated by Schedule 2.7 to
this Subscription Agreement, the Company has good and marketable title to all
properties and assets owned by it, free and clear of all liens, charges,
encumbrances or restrictions, except such as are not significant or important in
relation to the Company's business; all of the material leases and subleases
under which the Company is the lessor or sublessor of properties or assets or
under which the Company holds properties or assets as lessee or sublessee are in
full force and effect, and the Company is not in default in any material respect
with respect to any of the terms or provisions of any of such leases or
subleases, and no material claim has been asserted by anyone adverse to rights
of the Company as lessor, sublessor, lessee or sublessee under any of the leases
or subleases mentioned above, or affecting or questioning the right of the
Company to continued possession of the leased or subleased premises or assets
under any such lease or sublease. The Company owns or leases all such properties
as are necessary to its operations as described in the Offering Documents.

         2.8  Proprietary Rights. Except as set forth on Schedule 2.8, the
Company owns, or is duly licensed to use or possess, or possesses exclusive and
enforceable rights to use all patents, patent applications, trademarks, service
marks, copyrights, trade secrets, processes, formulations, technology or
know-how used in the conduct of its business (the "Proprietary Rights"). Except
as set forth on Schedule 2.8 to this Subscription Agreement, the Company has not
received any notice of any claims, nor does it have any knowledge of any
threatened claims, and knows of no facts which would form the basis of any
claim, asserted by any person to the effect that the sale or use of any product
or process now used or offered by the Company or proposed to be used or offered
by the Company infringes on any patents or infringes upon the use of any such
Proprietary Rights of another person and, to the best of the Company's
knowledge, no others have infringed the Company's Proprietary Rights.

         2.9  Litigation. Except as set forth in or contemplated by Schedule 2.9
to this Subscription Agreement, there is no material action, suit,
investigation, customer complaint, claim or proceeding at law or in equity by or
before any arbitrator, court, governmental instrumentality or agency,
self-regulatory organization or body or public board now pending or, to the
knowledge of the Company, threatened against the Company of any of the Company's
officers or directors in their capacities as such (or basis therefor known to
the Company), the adverse outcome of which would have a Material Adverse Effect.
Except as set forth on

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Schedule 2.9, the Company is not subject to any judgment, order, writ,
injunction or decree of any Federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign that have a Material Adverse Effect.

         2.10  Non-Defaults; Non-Contravention. Except as set forth in or
contemplated by Schedule 2.10 to this Subscription Agreement, the Company is not
in violation of or default under, nor will the execution and delivery of this
Subscription Agreement or any of the other Offering Documents or consummation of
the transactions contemplated herein or therein result in a violation of or
constitute a default in the performance or observance of any obligation under:
(i) its Certificate of Incorporation, or its By-laws; or (ii) any indenture,
mortgage, contract, material purchase order or other agreement or instrument to
which the Company is a party or by which it or its property is bound, where such
violation or default would have a Material Adverse Effect; or (iii) any material
order, writ, injunction or decree of any court of any Federal, state, municipal
or other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign (including, to the Company's knowledge,
federal and state securities laws and regulations and the rules and regulations
of The Nasdaq Stock Market, Inc.), where such violation or default would have a
Material Adverse Effect, and there exists no condition, event or act that
constitutes a default under any of the foregoing, which in either case would
have a Material Adverse Effect.

         2.11  Taxes. The Company has filed all tax returns that are required to
be filed by it or otherwise met its disclosure obligations to the relevant
agencies and all such returns are true and correct. The Company has paid or
adequately provided for all tax liabilities of the Company as reflected on such
returns or pursuant to any assessments received by it or that it is obligated to
withhold from amounts owing to any employee, creditor or third party. The
Company has properly accrued all taxes required to be accrued by GAAP
consistently applied. The income tax returns of the Company have never been
audited by any government or regulatory authorities. The Company has not waived
any statute of limitations with respect to taxes or agreed to any extension of
time with respect to any tax assessment or deficiency.

         2.12  Compliance With Laws; Licenses, Etc. Except as set forth on
Schedule 2.12, the Company has not received notice of any violation of or
noncompliance with any laws, ordinances, regulations and orders applicable to
its business that would have a Material Adverse Effect and that has not been
cured. The Company has all material licenses and permits and other governmental
certificates, authorizations and permits and approvals (collectively,
"Licenses") required by every government or regulatory body for the operation of
its business as currently conducted and the use of its properties. The Licenses
are in full force and effect and to the Company's knowledge no violations
currently exist in respect of any License and no proceeding is pending or
threatened to revoke or limit any thereof.

         2.13  Authorization; Enforcement; Validity. The Company has the
requisite corporate power and authority to enter into and perform its
obligations under this Subscription Agreement and the other Offering Documents,
to file and perform its obligations under the Offering Documents, and to issue
the Securities in accordance with the terms of the Offering Documents. The
execution and delivery of the Offering Documents by the Company and the
consummation by the Company of the transactions contemplated by the Offering
Documents, including without limitation the issuance of the Securities, have
been duly authorized by the Company's board of directors and no further consent
or authorization is required by the

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Company, its board of directors or its stockholders. This Section 2.13 is
subject to the exceptions set forth on Schedule 2.13.

         2.14  Authorization of Securities; Shareholder Approval. The issuance,
sale and delivery of the Notes have been duly authorized by all requisite
corporate action of the Company. When so issued, sold and delivered in
accordance with the Offering Documents for the consideration set forth therein,
the Notes will be duly executed, issued and delivered and will constitute valid
and legal obligations of the Company enforceable in accordance with their
respective terms and, in each case, will not be subject to preemptive or any
other similar rights of the stockholders of the Company or others which rights
shall not have been waived prior to the Initial Closing. Upon receipt of
shareholder approval of an increase in the Company's authorized Common Stock to
at least 100,000,000 shares (the "Approval") and the filing of an amendment to
the certificate of incorporation of the Company, the issuance, sale and delivery
by the Company of the Note Conversion Shares will be duly authorized by all
requisite corporate action of the Company and the Note Conversion Shares will be
duly reserved for issuance upon conversion of all or any of the Notes and when
so issued, sold, paid for and delivered for the consideration set forth in the
Offering Documents, the Note Conversion Shares will be validly issued and
outstanding, fully paid and nonassessable, and not subject to preemptive or any
other similar rights of the stockholders of the Company or others which rights
shall not have been waived prior to the Initial Closing. Until such Approval is
obtained, the maximum possible number of Note Conversion Shares based on the
Company's existing capitalization have been duly authorized and reserved for
issuance upon conversion of the Notes. This Section 2.14 is subject to the
exceptions set forth on Schedule 2.14.

         2.15  Exemption from Registration. Assuming the accuracy of the
information provided by the respective Subscribers in the Subscription
Agreements, the offer and sale of the Units pursuant to the terms of this
Subscription Agreement are exempt from the registration requirements of the 1933
Act and the rules and regulations promulgated thereunder. To the Company's
knowledge, the Company is not disqualified from the exemption under Regulation D
by virtue of the disqualifications contained in Rule 505(b)(2)(iii) or Rule 507
promulgated thereunder.

         2.16  Registration Rights. Except as set forth in Schedule 2.16 to this
Subscription Agreement, no person has any right to cause the Company to effect
registration under the 1933 Act of any securities of the Company.

         2.17  Brokers. Neither the Company nor any of its officers, directors,
employees or stockholders has employed any broker or finder in connection with
the transactions contemplated by this Subscription Agreement.

         2.18  Title to Securities. When the Notes have been duly delivered to
the purchasers participating in the Placement and payment shall have been made
therefor, the several purchasers shall receive from the Company good and
marketable title to such securities free and clear of all liens, encumbrances
and claims whatsoever (with the exception of claims arising through the acts or
omissions of the purchasers and except as arising from applicable federal and
state securities laws), and the Company shall have paid all taxes, if any, in
respect of the original issuance thereof.

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         2.19  Takeover Protections; Rights Agreement. The Company and the Board
have taken all necessary action, if any, in order to render inapplicable any
control share acquisition, business combination, poison pill (including any
distribution under a rights agreement) or other similar anti-takeover provision
under the Certificate of Incorporation or the laws of the state of its
incorporation which is or could become applicable to the Subscriber as a result
of the transactions contemplated by this Subscription Agreement, including
without limitation, the Company's issuance of the Securities and the
Subscriber's ownership of the Securities. The Company has not adopted a
shareholder rights plan or similar arrangement relating to accumulations of
beneficial ownership of Common Stock or a change in control of the Company.

         2.20  Right of First Refusal. No person, firm or other business entity
is a party to any agreement, contract or understanding, written or oral
entitling such party to a right of first refusal with respect to offerings by
the Company other than Commonwealth Associates, L.P

         2.21  Exchange Listing. The Company's Common Stock has been designated
for quotation or listed on the Nasdaq SmallCap Market ("Nasdaq") and trading in
the Common Stock has not been suspended by the SEC or Nasdaq. Except as
disclosed on Schedule 2.21 to this Subscription Agreement, the Company has
received no communication, written or oral, from the SEC or Nasdaq regarding the
suspension or delisting of the Common Stock from Nasdaq, and the Company is not
in violation of the listing requirements of Nasdaq as in effect on the date
hereof and has no actual knowledge of any facts which would reasonably lead to
delisting or suspension of the Common Stock by Nasdaq in the foreseeable future.

         2.22  Consents. Except as contemplated by this Subscription Agreement,
to the Company's knowledge, the Company is not required to obtain any consent,
authorization or order of, or make any filing or registration with, any court or
governmental agency or any regulatory or self-regulatory agency in order for it
to execute, deliver or perform any of its obligations under or contemplated by
the Offering Documents. Except as otherwise provided in the Offering Documents,
all consents, authorizations, orders, filings and registrations that the Company
is required to obtain pursuant to the preceding sentence have been obtained or
effected on or prior to the date hereof. The Company is unaware of any facts or
circumstances that might prevent the Company from obtaining or effecting any of
the foregoing.

         2.23  No General Solicitation. None of the Company, any of its
affiliates, and, to the Company's knowledge, any person acting on its behalf,
has engaged in any form of general solicitation or general advertising (within
the meaning of Regulation D under the 1933 Act) in connection with the offer or
sale of the Securities.

         2.24  No Integrated Offering. None of the Company, any of its
affiliates, and any person acting on its behalf has, directly or indirectly,
made any offers or sales of any security or solicited any offers to buy any
security, under circumstances that would require registration of the Securities
under the 1933 Act or cause the Placement to be integrated with prior offerings
by the Company for purposes of the 1933 Act or any applicable stockholder
approval provisions, including without limitation, under the rules and
regulations of any exchange or automated quotation system on which any of the
securities of the Company are listed or designated. None of the Company, its
affiliates and any person acting on its behalf have taken any action or steps

                                       10

<PAGE>

referred to in the preceding sentence that would require registration of any of
the Securities under the 1933 Act or cause the Placement to be integrated with
other offerings.

         2.25  Foreign Corrupt Practices. Neither the Company nor any director,
officer, agent, employee or other person acting on behalf of the Company has, in
the course of its actions for, or on behalf of, the Company, (i) used any
corporate funds for any unlawful contribution, gift, entertainment or other
unlawful expenses relating to political activity; made any direct or indirect
unlawful payment to any foreign or domestic government official or employee from
corporate funds, (ii) violated or is in violation of any provision of the U.S.
Foreign Corrupt Practices Act of 1977, as amended, or (iii) made any unlawful
bribe, rebate, payoff, influence payment, kickback or other unlawful payment to
any foreign or domestic government official or employee.

         III.  TERMS OF SUBSCRIPTION

         3.1   Offering Period. The offering period for the Placement will
continue until the earlier of (a) 11:59 PM Eastern time on September 30, 2002 or
the sale of the Maximum Offering (the "Termination Date"); provided, however,
that the offering period for the Minimum Offering will terminate on June 30,
2002 (the "Minimum Deadline"). Provided the Minimum Offering shall have been
subscribed for on or prior to the Minimum Deadline, funds representing the sale
thereof shall have cleared, and all conditions to closing set forth in Section 4
have been satisfied or waived by the Subscribers, the Initial Closing shall take
place at the offices of counsel to ComVest, Loeb & Loeb, 345 Park Avenue, New
York, New York 10154, within three business days thereafter. At the Initial
Closing, payment for the Units issued and sold by the Company shall be made
against delivery of the Notes comprising such Units. Subsequent closings (each
of which shall be deemed a "Closing" hereunder) shall take place at any time
prior to the Termination Date as may be mutually agreed to by the Company and
ComVest. The date of the last closing of the Placement is hereinafter referred
to as the "Final Closing" and the date of any Closing hereunder is hereinafter
referred to as a "Closing Date."

         3.2   Expenses. Simultaneously with payment for and delivery of the
Units at the closing of the Placement and subject to the following sentence, the
Company shall reimburse ComVest for up to $50,000 of its accountable expenses,
including legal fees, due diligence expenses and travel expenses (subject to
increase with the consent of the Company)

         3.3   Certificates. The Subscriber hereby authorizes and directs the
Company, upon any applicable Closing in the Placement, to deliver the Notes to
be issued to such Subscriber pursuant to this Subscription Agreement either (a)
to the Subscriber's address indicated in the Questionnaire, or (b) directly to
the Subscriber's account maintained with Commonwealth Associates, L.P.

         IV.   CONDITIONS TO CLOSING. The Subscriber's obligation to purchase
               the Units is subject to the satisfaction of the following
               conditions, any one or more of which may be waived or modified by
               the Subscribers.

         4.1   Bank Restructuring. Bank of America (the "Bank") shall have
entered into an agreement with ComVest pursuant to which ComVest shall have the
right to acquire (a)

                                       11

<PAGE>

all of the existing debt owed by the Company to the Bank and (b) all of the
shares of Series B preferred stock of the Company beneficially owned by the Bank
(the "Bank Restructuring").

         4.2   Officers' Certificate. ComVest shall have received a certificate
of the Company, signed by the Chief Executive Officer and Chief Financial
Officer thereof, that, to such officers' best knowledge after due inquiry (a)
the representations and warranties contained in Section 2 hereof are true and
accurate in all material respects as of the Closing, (b) the Company has no more
than approximately 9.5 million shares of Common Stock outstanding (approximately
12.3 million on a fully-diluted basis), and (c) except as set forth in the SEC
Documents, the Company has no outstanding indebtedness other than accounts
payable and capital lease obligations incurred in the ordinary course of
business.

         4.3   Opinion of Counsel. The Subscriber shall have received the
opinion of Shumaker, Loop & Kendrick, LLP, counsel to the Company, substantially
to the effect that:

         (a) The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Delaware. Each of the
Company's operating subsidiaries is a corporation duly incorporated, validly
existing and in good standing under the laws of the state of its incorporation.
The Company is duly qualified as a foreign corporation to do business and is in
good standing in the State of Florida and in each other jurisdiction in which
the ownership or leasing of its properties or conduct of its business requires
such qualification, except where the failure to so qualify or be licensed would
not have a Material Adverse Effect;

         (b) The Company has the requisite corporate power and authority to
execute, deliver and perform its obligations under this Subscription Agreement
and each of the other Offering Documents, including issuance of the Notes and
the Warrants in accordance with the terms thereof. The execution and delivery of
the Offering Documents by the Company, the performance of the obligations of the
Company thereunder and the consummation by it of the transactions contemplated
therein have been duly authorized by the Board and, to the extent required, by
the shareholders of the Company (other than the Company's obligation to comply
with NASD Marketplace Rules). The Offering Documents have been duly executed and
delivered by the Company.

         (c) The issuance and sale of the Notes have been duly authorized. The
Note Conversion Shares are duly authorized and reserved for issuance in
accordance with the Offering Documents, and when issued and paid for in
accordance with the Offering Documents, the Note Conversion Shares will be
validly issued, fully paid and non-assessable and free of all taxes, liens,
charges and preemptive rights with respect to the issue thereof.

         (d) Based in part upon, and subject to the accuracy as to factual
matters of, the Subscribers' representations in Article I of this Subscription
Agreement, the Notes may be issued to the Subscribers pursuant to the Offering
Documents without registration under the Securities Act of 1933, as amended.

         (e) Other than the Company's obligation to comply with NASD Marketplace
Rules, no authorization, approval, consent, filing or other order of any Federal
or state governmental body, regulatory agency, self-regulatory organization or
stock exchange or market, or to such counsel's knowledge, any court, is required
to be obtained by the Company to enter

                                       12

<PAGE>

into and perform its obligations under the Offering Documents or for the
issuance and sale of the Notes as contemplated by the Offering Documents, except
such as have been made or will be made by the Company.

         (f) To such counsel's knowledge, there is no action, suit, proceeding,
inquiry or investigation before or by any arbitrator, court, public board or
body or any governmental agency or self-regulatory organization pending or
threatened against the Company or any of the properties of the Company that
might materially and adversely affect the Company or its business, operations,
properties or financial condition, or that might materially adversely affect the
transactions or other acts contemplated by the Offering Documents.

         (g) The execution, delivery and performance by the Company of the
Offering Documents, the consummation by the Company of the transactions
contemplated thereby and the compliance by the Company with the terms thereof
does not violate, conflict with or constitute a default under the Company's
Certificate of Incorporation, as amended to date, the Company's Bylaws as
currently in effect or any other material contract, agreement or arrangement by
which the Company is bound, or any applicable law, rule, regulation, judgment,
order or decree actually known to the Company's counsel of any governmental
agency or court having jurisdiction over the Company or any of its properties or
business, in each case, other than as set forth in the Schedules to this
Agreement and other than the Company's obligation to comply with NASD
Marketplace Rules.

         4.4   Opinion of Tax Counsel. The Company shall have received the
opinion of KPMG confirming (1) the Company's insolvency immediately preceding
execution of this Agreement, with respect to application of IRC ss.382
(regarding change of control of a loss corporation), based upon an independent
valuation of the Company's assets by Raymond James; (2) the Company will be
allowed a reduction of its net operating loss carryforwards to the extent of
cancellation of indebtedness income resulting from the Bank Restructuring (as
defined in Section 4.1 hereof) and (3) the Company will sustain certain
limitations in accordance with provisions of IRC ss. 382 regarding utilization
of net operating losses for all periods subsequent to execution of this
Agreement.

         4.5   Subsequent Financing. The letter of intent dated June 10, 2002
between the Company and Commonwealth Associates, L.P. with respect to a $8 to
$12 million subordinated note financing shall be in full force and effect.

         4.6   Shareholder Approval. To the extent permitted by federal and
state securities laws, the Company shall have received proxies from each of the
executive officers and directors of the Company agreeing to vote in favor of the
Approval.

         4.7   Lock-Up Agreements. ComVest shall have received agreements from
each executive officer and director of the Company to the effect that such
person shall not sell, assign or transfer any of their securities of the Company
in the public market until the registration statement covering the resale of the
Note Conversion Shares has been declared effective by the SEC.

                                       13

<PAGE>

         4.8   Investment by Management. Existing members of the Company's
management shall have subscribed for at least one-sixth (1/6) of the Units
subscribed for in the Placement, up to a maximum investment of five Units
($500,000).

         4.9   Board of Directors. The Board shall have been reconfigured to
consist of one-half of members appointed by ComVest. The Board shall have
resolved to appoint one additional member designated by ComVest on the tenth day
following the filing of an information statement or proxy statement with the SEC
and mailing thereof to shareholders in compliance with the provisions of Section
14(f) of the Exchange Act.

         4.10  Due Diligence Review. The Subscriber shall have completed and
been satisfied with the results of its due diligence investigation of the
Company, including, without limitation, the Company's financial statements,
projections, expense budgets, business prospects, capital structure, contractual
arrangements, background searches and other customary matters.

         4.11  Material Adverse Event. There shall not have occurred, at any
time prior to the closing of this subscription (i) any domestic or international
event, act or occurrence that has materially disrupted, or in the Subscriber's
opinion will in the immediate future materially disrupt, the securities markets;
(ii) a general suspension of, or a general limitation on prices for, trading in
securities on the New York Stock Exchange or the Nasdaq - Amex Stock Exchange;
(iii) any outbreak of major hostilities or other national or international
calamity; (iv) any banking moratorium declared by a state or federal authority;
(v) any moratorium declared in foreign exchange trading by major international
banks or other persons; (vi) any material interruption in the mail service or
other means of communication within the United States; (vii) any material
adverse change in the business, properties, assets, results of operations, or
financial condition of the Company; or (viii) any material adverse change in the
market for securities in general or in political, financial, or economic
conditions.

         V.    REGISTRATION RIGHTS

         5.1   Automatic Registration. The Company hereby agrees with the
holders of the Securities or their transferees (other than a transferee who
acquires shares pursuant to Rule 144 or an effective registration statement)
(collectively, the "Holders") that no later than six months following the date
of the Initial Closing, the Company shall prepare and file a registration
statement under the 1933 Act with the SEC covering the resale of the Note
Conversion Shares and, if applicable to the extent legally permissible, the
Default Conversion Shares (collectively, the "Reserved Shares"), and the Company
will use its reasonable best efforts to cause such registration to become
effective within three months thereafter. The Company's obligation to keep the
registration statement effective shall continue until the earlier of (a) the
date that all of the Reserved Shares have been sold pursuant to Rule 144 under
the 1933 Act or an effective registration statement, or (b) such time as the
Reserved Shares are eligible for immediate resale pursuant to Rule 144(k) under
the 1933 Act.

         5.2   "Piggyback" Registration Rights. At any time after the Initial
Closing, if the Company shall determine to proceed with the actual preparation
and filing of a new registration statement under the 1933 Act in connection with
the proposed offer and sale of any of its securities by it or any of its
security holders (other than a registration statement on Form S-4, S-8 or other
limited purpose form), the Company will give written notice of its

                                       14

<PAGE>

determination to all record holders of the Reserved Shares. Upon the written
request from any Holders (the "Requesting Holders"), within 15 days after
receipt of any such notice from the Company, the Company will, except as herein
provided, cause all of the Reserved Shares covered by such request (the
"Requested Stock") held by the Requesting Holders to be included in such
registration statement, all to the extent requisite to permit the sale or other
disposition by the prospective seller or sellers of the Requested Stock;
provided, further, that nothing herein shall prevent the Company from, at any
time, abandoning or delaying any registration. If any registration pursuant to
this Section 5.2 shall be underwritten in whole or in part, the Company may
require that the Requested Stock be included in the underwriting on the same
terms and conditions as the securities otherwise being sold through the
underwriters. In such event, the Requesting Holders shall, if requested by the
underwriters, execute an underwriting agreement containing customary
representations and warranties by selling stockholders and a lock-up on Reserved
Shares not being sold. If in the good faith judgment of the managing underwriter
of such public offering the inclusion of all of the Requested Stock would reduce
the number of shares to be offered by the Company or interfere with the
successful marketing of the shares of stock offered by the Company, the number
of shares of Requested Stock otherwise to be included in the underwritten public
offering may be reduced pro rata (by number of shares) among the Requesting
Holders and all other holders of registration rights who have requested
inclusion of their securities or excluded in their entirety if so required by
the underwriter. To the extent only a portion of the Requested Stock is included
in the underwritten public offering, those shares of Requested Stock which are
thus excluded from the underwritten public offering and any other securities of
the Company held by such holders shall be withheld from the market by the
Holders thereof for a period, not to exceed 90 days, which the managing
underwriter reasonably determines is necessary in order to effect the
underwritten public offering. The obligation of the Company under this Section
5.2 shall not apply after the earlier of (a) the date that all of the Reserved
Shares have been sold pursuant to Rule 144 under the 1933 Act or an effective
registration statement, or (b) such time as the Reserved Shares are eligible for
immediate resale pursuant to Rule 144(k) under the 1933 Act.

         5.3   Registration Procedures. To the extent required by Sections 5.1
or 5.2, the Company will:

         (a) prepare and file with the SEC a registration statement with respect
to such securities, and use its reasonable best efforts to cause such
registration statement to become and remain effective;

         (b) prepare and file with the SEC such amendments to such registration
statement and supplements to the prospectus contained therein as may be
necessary to keep such registration statement effective;

         (c) furnish to the Holders participating in such registration and to
the underwriters of the securities being registered such reasonable number of
copies of the registration statement, preliminary prospectus, final prospectus
and such other documents as such underwriters may reasonably request in order to
facilitate the public offering of such securities;

         (d) use its reasonable best efforts to register or qualify the
securities covered by such registration statement under such state securities or
blue sky laws of such jurisdictions as the Holders may reasonably request in
writing within 20 days following the original filing of

                                       15

<PAGE>

such registration statement, except that the Company shall not for any purpose
be required to execute a general consent to service of process or to qualify to
do business as a foreign corporation in any jurisdiction wherein it is not so
qualified;

         (e) notify the Holders, promptly after it shall receive notice thereof,
of the time when such registration statement has become effective or a
supplement to any prospectus forming a part of such registration statement has
been filed;

         (f) notify the Holders promptly of any request by the SEC for the
amending or supplementing of such registration statement or prospectus or for
additional information;

         (g) prepare and file with the SEC, promptly upon the request of any
Holders, any amendments or supplements to such registration statement or
prospectus which, in the opinion of counsel for such Holders (and concurred in
by counsel for the Company), is required under the 1933 Act or the rules and
regulations thereunder in connection with the distribution of Common Stock by
such Holders;

         (h) prepare and promptly file with the SEC and promptly notify such
Holders of the filing of such amendment or supplement to such registration
statement or prospectus as may be necessary to correct any statements or
omissions if, at the time when a prospectus relating to such securities is
required to be delivered under the 1933 Act, any event shall have occurred as
the result of which any such prospectus or any other prospectus as then in
effect would include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances in which they were made, not misleading; and

         (i) advise the Holders, promptly after it shall receive notice or
obtain knowledge thereof, of the issuance of any stop order by the SEC
suspending the effectiveness of such registration statement or the initiation or
threatening of any proceeding for that purpose and promptly use its best efforts
to prevent the issuance of any stop order or to obtain its withdrawal if such
stop order should be issued.

         The Holders shall cooperate with the Company in providing the
information necessary to effect the registration of their Reserved Shares,
including completion of customary questionnaires. Failure to do so may result in
exclusion of such Holders' Reserved Shares from the registration statement.

         5.4   Expenses.

         (a) With respect to the any registration required pursuant to Section
5.1 or 5.2 hereof, all fees, costs and expenses of and incidental to such
registration, inclusion and public offering (as specified in paragraph (b)
below) in connection therewith shall be borne by the Company, provided, however,
that the Holders shall bear their pro rata share of the underwriting discount
and commissions and transfer taxes.

         (b) The fees, costs and expenses of registration to be borne by the
Company as provided in paragraph (a) above shall include, without limitation,
all registration, filing, and NASD fees, printing expenses, fees and
disbursements of counsel and accountants for the

                                       16

<PAGE>

Company, fees of counsel to the Holders (not to exceed $15,000 in the aggregate)
and all legal fees and disbursements and other expenses of complying with state
securities or blue sky laws of any jurisdictions in which the securities to be
offered are to be registered and qualified (except as provided in 5.4(a) above).
Fees and disbursements of counsel for the Holders in excess of $15,000 and any
other expenses incurred by the Holders not expressly included above shall be
borne by the Holders (on a pro rata basis if and to the extent required by state
securities laws).

         5.5   Indemnification.

         (a) The Company will indemnify and hold harmless each Holder of
Reserved Shares which are included in a registration statement pursuant to the
provisions of Sections 5.1 and 5.2 hereof, its directors and officers, and any
underwriter (as defined in the 1933 Act) for such Holder and each person, if
any, who controls such Holder or such underwriter within the meaning of the 1933
Act, from and against, and will reimburse such Holder and each such underwriter
and controlling person with respect to, any and all loss, damage, liability,
cost and expense to which such Holder or any such underwriter or controlling
person may become subject under the 1933 Act or otherwise, insofar as such
losses, damages, liabilities, costs or expenses are caused by any untrue
statement or alleged untrue statement of any material fact contained in such
registration statement, any prospectus contained therein or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading; provided, however, that the Company will not be
liable in any such case to the extent that any such loss, damage, liability,
cost or expenses arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission so made in conformity with
information furnished by or on behalf of such Holder, such underwriter or such
controlling person in writing specifically for use in the preparation thereof.

         (b) Each Holder of Reserved Shares included in a registration pursuant
to the provisions of Sections 5.1 or 5.2 hereof will indemnify and hold harmless
the Company, its directors and officers, any controlling person and any
underwriter from and against, and will reimburse the Company, its directors and
officers, any controlling person and any underwriter with respect to, any and
all loss, damage, liability, cost or expense to which the Company or any
controlling person and/or any underwriter may become subject under the 1933 Act
or otherwise, insofar as such losses, damages, liabilities, costs or expenses
are caused by any untrue statement or alleged untrue statement of any material
fact contained in such registration statement, any prospectus contained therein
or any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was so made in reliance upon and in
strict conformity with written information furnished by or on behalf of such
Holder specifically for use in the preparation thereof.

         Promptly after receipt by an indemnified party pursuant to the
provisions of paragraph (a) or (b) of this Section 5.5 of notice of the
commencement of any action involving the subject matter of the foregoing
indemnity provisions such indemnified party will, if a claim thereof is to be
made against the indemnifying party pursuant to the provisions of said paragraph
(a) or (b),

                                       17

<PAGE>

promptly notify the indemnifying party of the commencement thereof; but the
omission to so notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise under this
Section except to the extent the defense of the claim is prejudiced. In case
such action is brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the indemnifying party shall
have the right to participate in, and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party,
provided, however, if counsel for the indemnifying party concludes that a single
counsel cannot under applicable legal and ethical considerations, represent both
the indemnifying party and the indemnified party, the indemnified party or
parties have the right to select separate counsel to participate in the defense
of such action on behalf of such indemnified party or parties; provided that
there shall be no more than one such separate counsel. After notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such indemnified
party pursuant to the provisions of said paragraph (a) or (b) for any legal or
other expense subsequently incurred by such indemnified party in connection with
the defense thereof other than reasonable costs of investigation, unless (i) the
indemnified party shall have employed counsel in accordance with the provisions
of the preceding sentence, (ii) the indemnifying party shall not have employed
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after the notice of the commencement
of the action or (iii) the indemnifying party has, in its sole discretion,
authorized the employment of counsel for the indemnified party at the expense of
the indemnifying party.

         VI. MISCELLANEOUS

         6.1 Notice. Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this Subscription Agreement
must be in writing and will be deemed to have been delivered: (a) upon receipt,
when delivered personally, (b) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party), or (c) one (1) business day after deposit
with an overnight courier service, in each case properly addressed to the party
to receive the same. The addresses and facsimile numbers for such communications
shall be:

If to the Company:

Comdial Corporation
106 Cattlemen Road
Sarasota, Florida 34232
Telephone:  (941) 922-3800
Facsimile:  (941) 925-7989
Attention:  Paul K. Suijk, Chief Financial Officer

With a copy to:

Shumaker, Loop & Kendrick, LLP
101 East Kennedy Boulevard, Suite 2800
Tampa, Florida 33602
Telephone:  (813) 229-7600

                                       18

<PAGE>

Facsimile:  (813) 229-1660
Attention: Darrell C. Smith

If to the Subscriber, to its address and facsimile number set forth at the end
of this Subscription Agreement, or to such other address and/or facsimile number
and/or to the attention of such other person as specified by written notice
given to the Company five (5) days prior to the effectiveness of such change.
Written confirmation of receipt (a) given by the recipient of such notice,
consent, waiver or other communication, (b) mechanically or electronically
generated by the sender's facsimile machine containing the time, date, recipient
facsimile number and an image of the first page of such transmission, or (c)
provided by an overnight courier service shall be rebuttable evidence of
personal service, receipt by facsimile or receipt from an overnight courier
service in accordance with clause (a), (b) or (c) above, respectively.

         6.2 Entire Agreement; Amendment. This Subscription Agreement supersedes
all other prior oral or written agreements between the Subscriber, the Company,
their affiliates and persons acting on their behalf with respect to the matters
discussed herein, and this Subscription Agreement and the instruments referenced
herein contain the entire understanding of the parties with respect to the
matters covered herein and therein and, except as specifically set forth herein
or therein, neither the Company nor the Subscriber makes any representation,
warranty, covenant or undertaking with respect to such matters. No provision of
this Subscription Agreement may be amended or waived other than by an instrument
in writing signed by the Company and the holders of at least a majority of the
principal amount of the Notes then outstanding (or if prior to the Closing, the
Subscribers purchasing at least a majority of the Units to be purchased at the
Closing), or if the Notes have been repaid or converted in full, the holders of
at least a majority of the Reserved Shares then outstanding. Without the written
consent of all holders, no such amendment shall be effective to the extent that
it applies to less than all of the holders of the Securities then outstanding on
a uniform non-discriminatory basis or increases the liability of a holder.

         6.3 Severability. If any provision of this Subscription Agreement shall
be invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Subscription Agreement in that jurisdiction or the validity or
enforceability of any provision of this Subscription Agreement in any other
jurisdiction.

         6.4 Governing Law; Jurisdiction; Jury Trial. All questions concerning
the construction, validity, enforcement and interpretation of this Subscription
Agreement shall be governed by the internal laws of the State of New York,
without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New York or any other jurisdictions) that would cause
the application of the laws of any jurisdictions other than the State of New
York. Each party hereby irrevocably submits to the exclusive jurisdiction of the
federal courts sitting in the Southern District of New York, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof

                                       19

<PAGE>

to such party at the address for such notices to it under this Subscription
Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.
Each party hereby irrevocably waives any right it may have, and agrees not to
request, a jury trial for the adjudication of any dispute hereunder or in
connection with or arising out of this Subscription Agreement or any transaction
contemplated hereby.

         6.5 Headings. The headings of this Subscription Agreement are for
convenience of reference and shall not form part of, or affect the
interpretation of, this Subscription Agreement.

         6.6 Successors And Assigns. This Subscription Agreement shall be
binding upon and inure to the benefit of the parties and their respective
successors and assigns, including any purchasers of the Notes and the Warrants.
The Company shall not assign this Subscription Agreement or any rights or
obligations hereunder without the prior written consent of the holders of at
least a majority the Securities then outstanding, except by merger or
consolidation. The Subscriber may assign some or all of its rights hereunder
without the consent of the Company, provided, however, that any such assignment
shall not release the Subscriber from its obligations hereunder unless such
obligations are assumed by such assignee and the Company has consented to such
assignment and assumption, which consent shall not be unreasonably withheld.

         6.7 Survival. The representations and warranties of the Company and the
Subscriber contained in Articles I and II and the agreements set forth in this
Article VI shall survive the Final Closing for a period of two years.

         6.8 Further Assurances. Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Subscription Agreement and the consummation of
the transactions contemplated hereby.

         6.9 No Strict Construction. The language used in this Subscription
Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against
any party, notwithstanding anything herein to the contrary.

         6.10 Legal Representation. The Subscriber acknowledges that: (a) it has
read this Subscription Agreement and the exhibits hereto; (b) it understands
that the Company has been represented in the preparation, negotiation, and
execution of this Subscription Agreement by Shumaker, Loop & Kendrick, LLP,
counsel to the Company; (c) it understands that ComVest has been represented by
Loeb & Loeb LLP and that such counsel has not represented and is not
representing any other Subscriber; (d) it has either been represented in the
preparation, negotiation, and execution of this Subscription Agreement by legal
counsel of its own choice, or has chosen to forgo such representation by legal
counsel after being advised to seek such legal representation; and (e) it
understands the terms and consequences of this Subscription Agreement and is
fully aware of its legal and binding effect.

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<PAGE>

          6.11 Expenses of Enforcement. The Company shall pay all fees and
expenses (including reasonable fees and expenses of counsel and other
professionals) incurred by the Subscriber or any successor holder of Securities
in enforcing any of its rights and remedies under this Subscription Agreement.

          6.12 Confidentiality; Required Press Release. The Subscriber agrees
that it shall keep confidential and not divulge, furnish or make accessible to
anyone, the confidential information concerning or relating to the business or
financial affairs of the Company, if any, contained in the Offering Documents to
which it becomes privy until such information has been publicly disclosed by the
Company or until such information is no longer material. The Company agrees that
within two business days after the closing of this subscription, it shall issue
a press release which shall set forth all of the material terms of the
Placement, including pricing. 6.13 Information/Proxy Statement. The Company
agrees to use its reasonable best efforts to file the information or proxy
statement referred to in Section 4.9 hereof with the SEC and to initiate the
mailing of the same to shareholders on or prior to July 15, 2002.

          6.14 Counterparts. This Subscription Agreement may be executed in two
or more identical counterparts, all of which shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party; provided that a facsimile signature
shall be considered due execution and shall be binding upon the signatory
thereto with the same force and effect as if the signature were an original, not
a facsimile signature.

          6.15 Notice to Residents of Florida: The Notes offered herein have not
been registered with the Florida Division of Securities. Pursuant to Florida
Statutes, Section 517.061(11)(a)(5), an investor may elect, within three (3)
business days after delivery of their Subscription Agreement and the purchase
price for the Notes, to withdraw their subscription and receive a full refund
(without interest) of such purchase price. This withdrawal will be without any
further liability to any person. To accomplish such withdrawal, an investor
should send a letter or telegram to the Company, indicating the intention to
withdraw, postmarked prior to the end of the third business day after delivery
of funds to the Company, return receipt requested, to ensure that it is received
and to evidence the time when it is mailed. Any oral requests for rescission
should be accompanied by a request for written confirmation that the oral
request was received on a timely basis.

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                                       21



<PAGE>

IN WITNESS WHEREOF, the parties have executed this Subscription Agreement as of
                     the day and year first written above.


__________________________________    __________________________________________
Signature of Subscriber               Signature of Co-Subscriber


__________________________________    __________________________________________
Name of Subscriber                    Name of Co-Subscriber
[please print]                        [please print]


__________________________________    __________________________________________
Address of Subscriber                 Address of Co-Subscriber


__________________________________    __________________________________________
Social Security or Taxpayer           Social Security or Taxpayer Identification
Identification Number of Subscriber   Number of Co-Subscriber


__________________________________
Subscriber's Account Number
at Commonwealth Associates

__________________________________
Dollar Amount of Units Subscribed For

*If Subscriber is a Registered
Representative with an NASD member firm,
have the following acknowledgment signed
by the appropriate party:
The undersigned NASD member firm                  Subscription Accepted:
acknowledges receipt of the notice required
by Rule 3040 of the NASD Conduct Rules.           COMDIAL CORPORATION

_____________________________________             By:___________________________
Name of NASD Member                               Name:  Paul Suijk
                                                  Title: Chief Financial Officer

By___________________________________             ______________________________
                                                  Dollar Amount of Subscription
                                                  Accepted

Authorized Officer Accepted

                                       22