<PAGE>


[LOGO]                                       NEC America, Inc. 
                                             1555 W. Walnut Hill Lane 
                                             Irving, Texas 75038-3796 
                                             Tel. 972-751-7000


June 1, 1998


Voice Plus, Inc.
39899 Balentine Drive, Suite 350
Newark, California 94560

ATTENTION: Douglas Zorn

The current term of your existing Associate Agreement will expire June 30, 
1998. In accordance with Section 6, any revisions to be incorporated in the 
Agreement upon renewal were to have been sent to you within thirty (30) days 
prior to that date. However, several last minute changes have resulted in 
delays in mailing the contract renewals.

Enclosed is the renewal Agreement with the following applicable product 
appendices and exhibits. Any orders received after July 1, 1998 will be 
deemed in accordance with this new agreement unless we receive written notice 
to the contrary.

     1. ATM Products Appendix (if applicable)
     2. Video Teleconferencing Products Appendix (if applicable)
     3. Key Telephone Products Appendix
     4. NEAX-Registered Trademark-2000 IVS & NEAX1000 IVS/VSP products Appendix
     5. NEAX-Registered Trademark-2400 Products Appendix (if applicable)
     6. Active Voice Products Appendix
     7. Customer Software License Agreement (Exhibit C)
     8. CTI Products Appendix

Also enclosed is a new InProtect-SM- Extended Hardware Warranty Products 
Appendix and the System Protection Plan Customer Contract and Site 
Registration/Software License Agreement.

Please note that no changes have been made to either the territories defined 
in your existing Agreement or the following product appendix and exhibits:

     1. Centigram Products Appendix
     2. Electronic Data Interchange Agreement (Exhibit A)
     3. NECAM Leasing Services Product Appendix (Exhibit B)

If you should have any questions regarding the revisions to your agreement, 
please feel free to contact Mary R. McCollum, Manager of Contract 
Administration, at (972) 518-4917, or Liz D'Auria, Contract Administrator, at 
(972) 518-4916.

We wish to thank you and your staff for the sales contribution and high 
quality of representation of NEC products for the past year and for your 
understanding regarding this contract renewal. We look forward to another 
successful and mutually beneficial year.

Sincerely,

NEC AMERICA, INC.
CORPORATE NETWORKS GROUP

/s/ Douglas P. Wonson

Douglas P. Wonson
Sales Vice President & A.G.M.

cc:  Contract Administration
     Regional Vice President

<PAGE>

                                 TABLE OF CONTENTS
                                ASSOCIATE AGREEMENT

<TABLE>
<CAPTION>
SECTION                           TITLE                                     PAGE
<S>      <C>                                                                <C>
   1.    Products; Services; Territory; Discount                              1
   2.    Agreement to Supply                                                  2
   3.    Purchase Orders; Order Acceptance; Credit                            2
   4.    Payment; Service Charges for Payment Delinquency                     4
   5.    Security Agreement                                                   4
   6.    Term                                                                 5
   7.    Prices; Price Changes                                                6
   8.    Transportation                                                       6
   9.    Inspection and Acceptance                                            6
  10.    Shipping and Billing                                                 7
  11.    F.O.B.; Title & Risk of Loss                                         7
  12.    Shipping Interval                                                    7
  13.    Associate's Services                                                 8
  14.    Training                                                            10
  15.    Reports                                                             10
  16.    Termination                                                         11
  17.    Rights Upon Termination                                             13
  18.    Cancellation of Purchase Orders; 
           Revocation of Acknowledgments                                     13
  19.    Non-Exclusive Market Rights                                         14
  20.    Infringement                                                        14
  21.    Hardware Warranty                                                   15
  22.    Software License and Software Warranty                              17
  23.    Repair/Replacement of Products Not Covered 
           Under Warranty                                                    20
  24.    Technical Support                                                   21
  25.    Documentation                                                       21
  26.    Advertising and Promotion                                           21
  27.    Force Majeure                                                       22
  28.    Assignment                                                          22
  29.    Tax                                                                 22
  30.    Government Contracts                                                23
  31.    Limitation of Liability                                             23
  32.    Limitation of Time Concerning Causes of Action                      24
  33.    Choice of Law; Jury Waiver                                          24
  34.    Severability                                                        24
  35.    Notices                                                             25
  36.    Licenses                                                            25
  37.    Trademarks                                                          25
  38.    Non-Waiver                                                          25
  39.    Survival of Obligations                                             26
  40.    Shortages                                                           26
  41.    Limitation of Authority                                             26
  42.    Entire Agreement                                                    26
</TABLE>

<PAGE>

EXHIBITS

  Exhibit A, Electronic Data Interchange Agreement
  Exhibit B, NECAM Leasing Services Product Appendix
  Exhibit C, Customer Software License Agreement

APPENDICES (IF APPLICABLE)

  Key Telephone Products Appendix
  NEAX-Registered Trademark-2000 IVS & NEAX-Registered Trademark-1000 
    IVS/VSP Products Appendix
  NEAX-Registered Trademark-2400 Products Appendix
  Video Teleconferencing Products Appendix
  CTI Software Products Appendix
  ATM Products Appendix
  Extended Warranty Products Appendix

<PAGE>

                              ASSOCIATE AGREEMENT

WHEREAS, NEC AMERICA, INC. ("NECAM"), a New York Corporation, with principal 
offices at 1555 West Walnut Hill Lane, Irving, Texas 75038, and Voice Plus, 
Inc., ("ASSOCIATE"), with offices at 39899 Balentine Drive, Suite 350, 
Newark, California 94560, desire to enter into an agreement to govern the 
purchase and sale of telecommunications products,

NOW, THEREFORE, in consideration of the mutual promises contained herein, 
NECAM and ASSOCIATE agree as follows:

GENERAL TERMS & CONDITIONS APPLICABLE TO ALL PRODUCTS AND SERVICES

1.     PRODUCTS; SERVICES; TERRITORY; DISCOUNT

       (a)    "PRODUCTS" and "SERVICES" as used herein shall mean products
              and services listed in the PRODUCTS and SERVICES Appendices
              attached hereto and made a part of this AGREEMENT. The "PRODUCTS"
              shall be limited to the versions of hardware and software for the
              products specified in such PRODUCTS Appendices. Notwithstanding
              anything contained herein to the contrary, NECAM may refuse to
              accept orders from ASSOCIATE for PRODUCTS which are the subject of
              such Appendices herein unless and until ASSOCIATE can demonstrate
              to NECAM's reasonable satisfaction that ASSOCIATE shall be able to
              provide installation, maintenance and support services to
              ASSOCIATE's customers for such PRODUCTS in accordance with NECAM's
              standards, either by utilizing its own employees who have
              successfully completed applicable NECAM training as provided
              herein, or by utilizing the services of third parties who are
              authorized and certified by NECAM (or a combination of both).

       (b)    Proprietary models of the PRODUCTS developed by NECAM and/or its
              affiliates for third parties shall not be subject to sale to
              ASSOCIATE pursuant to this agreement. As used herein, the term
              "proprietary" shall mean models of the products developed by NECAM
              and/or its affiliates, based upon unique and/or special design or
              cosmetic specifications.

       (c)    In its sole discretion, NECAM may add additional types or enhanced
              versions of PRODUCTS or SERVICES to the scope of this AGREEMENT.

       (d)    NECAM reserves the right to:       

              (1)    discontinue the manufacture or distribution of particular
                     models of various types of PRODUCTS, or

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              (2)    change or modify specifications, features, models,
                     housings, and/or other aspects of PRODUCTS.

              upon written notice to ASSOCIATE pursuant to Section 35;

       (e)    TERRITORY means the geographic area designated in each PRODUCT
              Appendix.

       (f)    DISCOUNT means the discount designated in the applicable PRODUCT
              Appendix.

2.     AGREEMENT TO SUPPLY

       (a)    NECAM hereby appoints the ASSOCIATE as an NEC America, Inc.,
              ASSOCIATE to sell and otherwise distribute PRODUCTS to end-user
              customers and to provide installation, repair, maintenance,
              training and related services solely in the TERRITORY designated
              on the applicable PRODUCT Appendix. The ASSOCIATE agrees to
              aggressively promote the sale and distribution of PRODUCTS within
              the TERRITORY in accordance with the minimum purchase
              requirements, which may be set forth in applicable PRODUCT
              Appendices. The ASSOCIATE further agrees to provide first-class
              installation, maintenance, repair and related services for such
              PRODUCTS as set forth herein in accordance with highest industry
              standards.

       (b)    When ordering PRODUCTS, ASSOCIATE shall fill out and include with
              such of its orders as NECAM may designate, a Customer Software
              License, Exhibit C, or such other form, as NECAM, in its sole
              discretion, shall require.

       (c)    ASSOCIATE shall not sell, distribute, install or maintain PRODUCTS
              outside of the TERRITORY defined in the applicable PRODUCTS
              Appendices without the prior written consent of NECAM.

3.     PURCHASE ORDERS; ORDER ACCEPTANCE; CREDIT

       (a)    Each purchase order submitted by ASSOCIATE shall specify model
              types and quantities and shall specify accessories and options or
              supplies (if applicable). In addition, such orders shall include:

              (1)    A description of the ordered PRODUCTS, inclusive of any
                     numerical/alphabetical identification referenced in NECAM's
                     respective brochures, manuals or publications regarding
                     such PRODUCTS.

              (2)    The requested delivery date.

              (3)    The applicable price (reflecting any applicable discount).

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              (4)    The location to which such PRODUCTS are to be shipped.

              (5)    A Customer Software License or such other form as may be
                     required pursuant to Section 2 (b) herein.

              (6)    If ordering PRODUCTS intended to be subject to government
                     contract provisions, the conspicuous notice required by
                     Section 30 (b) of this AGREEMENT.

       (b)    NECAM may accept Purchase Orders by electronic data exchange
              provided the ASSOCIATE agrees in writing to the attached
              Electronic Data Interchange Agreement, Exhibit A.

       (c)    The terms and conditions of this AGREEMENT shall apply to all
              orders placed by ASSOCIATE for PRODUCTS described herein. In the
              event of conflict between the terms or conditions of this
              AGREEMENT and terms or conditions which may appear on the face or
              reverse side of the ASSOCIATE's orders form or NECAM's
              acknowledgment form, including but not limited to price or
              discount terms or conditions, the terms and conditions of this
              AGREEMENT shall control. NECAM hereby expressly rejects any
              additional terms or conditions contained in ASSOCIATE's order
              form, regardless of any language contained in ASSOCIATE'S order
              form stating that NECAM's acceptance of the order constitutes
              NECAM's acceptance of the inclusion of such additional terms or
              conditions. If this AGREEMENT is silent as to a particular
              subject, ASSOCIATE hereby agrees that the terms and conditions,
              which appear on the reverse side of NECAM's acknowledgment, shall
              control over the terms and conditions, which appear in the
              ASSOCIATE's order form.

       (d)    Orders for PRODUCTS shall be considered accepted upon
              acknowledgment by NECAM; PROVIDED, HOWEVER, that

              (1)    NECAM may revoke or alter its acknowledgment and acceptance
                     at any time within five (5) days after NECAM's
                     acknowledgment, or

              (2)    NECAM may withhold shipment of PRODUCTS to ASSOCIATE at any
                     time, if ASSOCIATE has failed to make timely payment for
                     any previous NECAM invoice for PRODUCTS or SERVICES.

       (e)    Nothing in this AGREEMENT shall be deemed to have established, or
              have prevented the establishment of, suitable credit arrangements
              between NECAM and ASSOCIATE. Such credit arrangements and/or
              limitations shall be as reasonably determined by NECAM from time
              to time, in its sole discretion. 

                                          3
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4.     PAYMENT; SERVICE CHARGES FOR PAYMENT DELINQUENCY

       (a)    Payment for PRODUCTS and SERVICES is due sixty (60) days from
              date of invoice.

       (b)    Payments received by NECAM after their due dates will be subject
              to a monthly service charge, which service charge will accrue
              against the sum of all late payments for such month, plus
              outstanding amounts due from previous months (if applicable).
              The rate at which the service charge will be computed will be:

              (1)    2% above the Chase Manhattan Bank preferred lending rate
                     in existence as of the close of business on the last day
                     of the month for which NECAM's statement is rendered,
                     compounded monthly, or

              (2)    the highest interest rate permitted by applicable law,
                     whichever is less.

       (c)    Any payment by the ASSOCIATE which is less than

              (1)    the sum of all amounts owed by ASSOCIATE to NECAM for the
                     purchase of PRODUCTS and SERVICES, plus

              (2)    the total of all outstanding service charges may be
                     applied by NECAM within its sole discretion, to
                     ASSOCIATE's account chronologically, by invoice date. For
                     each such invoice, payment may be applied first to the
                     relevant service charge and then to the principal amount
                     of the invoice itself, regardless of contrary instructions
                     received from the ASSOCIATE. Service charges are due and
                     payable upon NECAM's issuance of a service charge invoice.

       (d)    In addition to NECAM's remedy concerning late payment(s) provided
              in Section 4(b), NECAM may withhold or delay shipment(s) of the
              ASSOCIATE's order(s) for PRODUCTS and SERVICES until any payment
              owed by the ASSOCIATE to NECAM which is overdue is made in full.

5.     SECURITY AGREEMENT

       (a)    In order to secure payment of ASSOCIATE's payment obligations
              under this AGREEMENT, ASSOCIATE grants to NECAM a security
              interest in the following:

              (1)    the PRODUCTS which ASSOCIATE purchases from NECAM,

              (2)    the proceeds of the sale, lease, installation, servicing,
                     repair or maintenance of all such PRODUCTS (including, but
                     not limited to, the related accounts) 

              (3)    contract rights related to the sale or lease of any of the
                     PRODUCTS, and


                                       4
<PAGE>


              (4)    the list of all customers to whom ASSOCIATE has sold or
                     leased NEC PRODUCTS or provided related installation,
                     servicing, repair or maintenance services.

       (b)    If ASSOCIATE defaults in its payment obligations to NECAM, NECAM
              may, in its discretion, declare all such payment obligations
              immediately due and payable, and in such event NECAM shall have
              all the rights and remedies of a secured party under the UCC.

       (c)    Also, in such event, ASSOCIATE shall cooperate fully with NECAM's
              exercise of its rights under this Security Agreement, including
              but not limited to the turnover of all information required by
              NECAM to enforce its security interests hereunder, including all
              accounts receivable and customer records, and the notification of
              customers directing that payments on accounts receivable be sent
              directly to NECAM or its designee.

       (d)    ASSOCIATE agrees to promptly sign and return to NECAM all
              documents which are deemed by NECAM to be necessary or prudent to
              perfect or otherwise protect the priority, validity and
              continuity of the security interest granted by ASSOCIATE to NECAM
              in Section 5(a). Such documents may include (but not necessarily
              be limited to) an appropriate UCC-1 form. In the event ASSOCIATE
              fails to execute such document(s), then, to the extent permitted
              by law, NECAM may file such documents without obtaining
              ASSOCIATE's signature, as ASSOCIATE's attorney-in-fact (but only
              for this limited purpose).

6.     TERM

       (a)    This AGREEMENT will commence on the date signed by an authorized
              representative of NECAM, and will continue until June 30, 1999
              unless terminated in accordance with the provisions of this
              AGREEMENT.

       (b)    This AGREEMENT shall automatically renew each year, for an
              additional one (1) year period, after the original term, unless
              written notice of nonrenewal is provided by either party at least
              thirty (30) days prior to the anniversary date or in accordance
              with applicable state law requirements which may require a longer
              notice period. The discounts applicable to the PRODUCTS listed on
              the Appendices shall be adjusted effective on the renewal date
              based on the discount schedules set forth on such Appendices.

       (c)    NECAM reserves the right to revise the terms of this Agreement,
              including but not limited to product listings or the minimum
              purchase requirements on the PRODUCTS Appendices or to redefine
              the TERRITORY designated therein effective upon such


                                          5
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              renewal by providing written notice pursuant to Section 35 of
              this Agreement of such deletion, revision or redefinition at
              least thirty (30) days prior to the anniversary date.

7.     PRICES; PRICE CHANGES

       (a)    Prices for PRODUCTS and/or SERVICES to which discounts shall
              apply (if such discounts are applicable, as provided for herein)
              shall be as published and/or quoted by NECAM.

       (b)    NECAM shall be entitled to change prices for PRODUCTS or SERVICES
              upon thirty (30) days prior written notice to ASSOCIATE, pursuant
              to Section 35 of this Agreement, PROVIDED, HOWEVER, that such
              price changes shall not be applicable to PRODUCTS or SERVICES for
              which a written price quotation had been issued prior to the date
              of NECAM's notice of such price change, and such written
              quotation offered to maintain the quoted price available for a
              time period longer than the time period between the date of
              NECAM's notice of price change and the effective date of such
              price change.

8.     TRANSPORTATION

NECAM shall ship from NECAM's facility capable of supplying ASSOCIATE via the
best way as arranged by NECAM, unless otherwise instructed by ASSOCIATE.
Transportation charges shall be prepaid by NECAM and added to the invoice to be
paid by ASSOCIATE as a separate item.

9.     INSPECTION AND ACCEPTANCE

       (a)    All PRODUCTS ordered pursuant to this AGREEMENT shall be subject
              to inspection by ASSOCIATE after delivery to determine their
              conformity with the identification of material set forth in
              ASSOCIATE's purchase order. If the PRODUCTS delivered are not
              listed on such purchase order, ASSOCIATE shall have the right to
              reject such PRODUCTS. ASSOCIATE shall have a period of twenty
              (20) days following placement of the PRODUCTS within possession
              of the carrier within which to inspect the PRODUCTS for
              conformity with ASSOCIATE's purchase order and to provide NECAM
              with written notice of acceptance or rejection. Unless such
              written rejection is communicated to NECAM within such time
              period, ASSOCIATE shall be deemed to have accepted the PRODUCTS.
              In the event written notice of rejection is given, NECAM will
              promptly undertake to remedy the delivery in a manner deemed by
              NECAM to be appropriate under the circumstances. No PRODUCTS may
              be returned to NECAM without its consent.


                                          6
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       (b)    Loss or damage to PRODUCTS which occurred during delivery of
              PRODUCTS shall not be a permissible basis upon which to reject
              PRODUCTS; the provisions of Section 11, "F.O.B., & RISK OF LOSS"
              shall be applicable.

       (c)    Defects in PRODUCTS shall not be a permissible basis upon which
              to reject PRODUCTS; ASSOCIATE shall invoke the provisions of the
              applicable "WARRANTY" section herein to remedy such defects.

10.    SHIPPING AND BILLING

       For Orders placed hereunder, NECAM shall:

       (a)    At the ASSOCIATE's direction, ship to the ASSOCIATE's warehouse
              or to the Customer's address specified on the Customer Software
              License or such other form as may be required under Section 2(b).

       (b)    Remit invoices, statements and notices to the address designated
              in Section 35 unless advised otherwise agreed to by NECAM.

11.    F.O.B.; TITLE & RISK OF LOSS

       (a)    Shipments of all PRODUCTS sold to ASSOCIATE hereunder shall be
              made F.O.B. NECAM's warehouse(s) or F.O.B. Port of Entry,
              whichever is applicable in accordance with NECAM's prevailing
              policies for various types of PRODUCTS.

       (b)    Title to PRODUCTS and risk of loss or damage to PRODUCTS shall
              pass to ASSOCIATE when PRODUCTS are placed in the possession of
              the carrier at the respective F.O.B. points of shipment.
              ASSOCIATE shall be responsible for assertion of claims against
              carriers for loss or damage to PRODUCTS; such loss or damage will
              not relieve ASSOCIATE of its obligation to pay NECAM for the
              PRODUCTS.

12.    SHIPPING INTERVAL

       (a)    Lead times for delivery of PRODUCTS applicable to each Order will
              be determined by system size and specific configurations
              required, and typical lead times shall be quoted by NECAM upon
              ASSOCIATE's request.

       (b)    No firm delivery date for PRODUCTS shall be binding upon NECAM
              unless such date is explicitly agreed to in a writing signed by
              an officer or authorized representative of NECAM.


                                          7
<PAGE>


13.    ASSOCIATE'S SERVICES

       (a)    NECAM's appointment of ASSOCIATE was and will continue to be
              predicated upon ASSOCIATE's commitment to provide installation,
              maintenance, repair and customer training services in accordance
              with highest industry standards. As a minimum requirement to meet
              the above commitment, ASSOCIATE agrees to:

              (1)    Maintain an adequate number of service centers in the
                     TERRITORY as reasonably determined by NECAM, equipped with
                     adequate numbers and types of spare parts, technical and
                     engineering manuals, product brochures and other similar
                     items relating to PRODUCTS; keep NECAM notified of the
                     location(s) of such service center(s), and permit NECAM to
                     inspect such location(s), without advance notice, during
                     normal business hours.

              (2)    Staff such service center with engineering and repair
                     personnel sufficient in number and skill, and provide them
                     with the means to be able to reach by ground
                     transportation any place within the TERRITORY to perform
                     prompt repair services for PRODUCTS within a period of two
                     (2) hours of receipt of a telephone call from a customer
                     requesting such repair service.

              (3)    Permit NECAM personnel to inspect the quality of the
                     ASSOCIATE's installation, maintenance and repair services
                     on the site of any installed PRODUCT during normal
                     business hours. The ASSOCIATE agrees to use its best
                     efforts to secure the customer's consent for NECAM
                     personnel to visit the installation site, when such
                     consent is required.

              (4)    Offer full maintenance services for PRODUCTS to all of the
                     ASSOCIATE'S customers.

              (5)    Offer appropriate customer training services for PRODUCTS
                     sold or otherwise distributed by the ASSOCIATE to all of
                     the ASSOCIATE's customers. Such customer training shall
                     include training in the use of PRODUCTS and is the sole
                     responsibility of the ASSOCIATE.

              (6)    From time to time, as reasonably requested by NECAM, cause
                     an appropriate number of the ASSOCIATE's personnel to
                     attend training sessions conducted by NECAM, concerning
                     PRODUCTS in accordance with Section 14. NECAM reserves the
                     right to establish criteria, including but not limited to
                     successful completion of such training sessions for the
                     issuance of Technician Identification Numbers identifying
                     those employees of ASSOCIATE who are certified with

                                          8
<PAGE>

                     respect to particular products. No employee of ASSOCIATE
                     shall install, maintain or service PRODUCTS until such
                     employee is certified by NECAM with respect to the
                     particular PRODUCT. Technical support will be provided by
                     NECAM only to those ASSOCIATE employees possessing valid
                     Technician Identification Numbers. Technician
                     Identification Numbers will be suspended or terminated
                     immediately upon the termination of said technician's
                     employment with the ASSOCIATE or upon termination or
                     non-renewal of this AGREEMENT.

              (7)    In ordering PRODUCT(S) and services, ASSOCIATES shall 
                     submit all documentation as may be requested by NECAM, 
                     including, but not limited to, such as may be required 
                     pursuant to the NECAM Leasing Services Product Appendix 
                     (Exhibit B) and the Extended Hardware Warranty Products 
                     Appendix.

              (8)    Conduct business in a manner that reflects favorably at all
                     times on the Products and the good name, goodwill and
                     reputation of NECAM; (ii) avoid deceptive, misleading or
                     unethical practices that are or might be detrimental to
                     NECAM, the Products, end-users or the public, including but
                     not limited to disparagement of NECAM or Products; (iii)
                     make no false or misleading representations with regard to
                     NECAM or the Products; (iv) not publish or employ or
                     cooperate in the publication or employment of any
                     misleading or deceptive advertising material and; (v) to
                     make no representations, warranties or guarantees to
                     customers or to the trade with respect to the
                     specifications, features or capabilities of Products that
                     are inconsistent with the literature distributed by NECAM,
                     including all warranties and disclaimers contained in such
                     literature, if any.

              (9)    ASSOCIATE will not disseminate, or use for purposes not
                     specifically permitted by NECAM, either during or after the
                     termination of this Agreement, any information designated
                     as "CONFIDENTIAL" and disclosed by NECAM, and will restrict
                     dissemination of such Confidential Information to its own
                     personnel on a "need-to-know" basis. ASSOCIATE acknowledges
                     that premature revelation of NECAM confidential information
                     can have serious and irreparable impact on NECAM's
                     business; therefore, in addition to all other remedies at
                     law, the parties agree that injunctive relief would be
                     appropriate to prevent breach of this provision.

              (10)   ASSOCIATE shall notify NECAM immediately if its identity or
                     the nature of its business is materially changed by bulk
                     transfer of assets, sale of its business, transfer of
                     control of its outstanding stock, merger, or otherwise.

                                          9
<PAGE>

              (11)   ASSOCIATE must have Internet access capability to access
                     notices which NECAM may post on its Web Page at
                     http://www.cng.nec.com and http://www.ilibrary.com/
                     docs.nsf/system/.

              (12)   ASSOCIATE shall be required to check the notice section of
                     such Web page on a daily basis.

              (13)   In order to support the above commitments, ASSOCIATE agrees
                     to comply with other reasonable requests by NECAM from time
                     to time which are designed to promote ASSOCIATE's adherence
                     to the highest industry standards. Failure of the ASSOCIATE
                     to comply with any of the requirements of this Section
                     shall subject the ASSOCIATE to possible termination under
                     Section 16, and shall entitle NECAM to immediately invoke
                     one or more of the remedies set forth in Section 6(c).

14.    TRAINING

NECAM may make available to ASSOCIATE training courses for ASSOCIATE's 
personnel in marketing, installation, operation and maintenance according to 
published schedules. Nonrefundable registration fees, training fees, and 
training materials fees (if applicable) will be charged at NECAM's prevailing 
rates. No discounts shall apply to such rates. ASSOCIATE shall bear the cost 
of transportation, meals, lodging and any other incidental expenses of 
ASSOCIATE's personnel to, from and during such training. If mutually agreed 
upon by NECAM and ASSOCIATE, training may be held at an off-site location 
(i.e., not at NECAM's headquarters facility) designated by ASSOCIATE. In such 
a case, in addition to the above mentioned charges, ASSOCIATE shall bear the 
cost of transportation, meals and lodging for NECAM's instructor(s) as well 
as all costs and expenses incurred in the handling and transportation of 
necessary demonstration equipment.

15.    REPORTS

       (a)    In order to assist NECAM in its efforts to monitor ASSOCIATE's
              performance hereunder, ASSOCIATE will, as may be required by
              NECAM:

              (1)    Meet with NECAM's representative at the ASSOCIATE's
                     principal place of business, as frequently as may be
                     reasonably required by NECAM, for a review of the market
                     conditions in the TERRITORY and ASSOCIATE's performance
                     under this AGREEMENT, including its achievement of
                     applicable PRODUCT purchases. Purchases of PRODUCTS for
                     resale outside the TERRITORY are not permitted without
                     NECAM's prior written consent and shall not be considered
                     in adjusting ASSOCIATE's discount pursuant to Section 6(b).

                                          10
<PAGE>

              (2)    Submit to NECAM on a quarterly basis an estimate of the
                     ASSOCIATE's PRODUCT needs for the next two succeeding
                     quarters in the form required by NECAM.

              (3)    Submit to NECAM on or before the twentieth (20th) business
                     day following the end of each quarter, a written report in
                     the form required by NECAM stating the ASSOCIATE's sales of
                     PRODUCTS within the TERRITORY during the preceding calendar
                     quarter and the ASSOCIATE's stocks on hand of PRODUCTS as
                     of the last day of the preceding quarter.

              (4)    Submit to NECAM audited copies (or unaudited copies, if the
                     ASSOCIATE's financial statements are not audited) of the
                     ASSOCIATE's latest financial statements within sixty (60)
                     days following the end of the ASSOCIATE's fiscal year, and
                     if financial statements are also prepared quarterly on an
                     unaudited basis, also such unaudited quarterly statements,
                     within sixty (60) days following the end of each calendar
                     quarter or sooner if requested by NECAM.

              (5)    Submit to NECAM on a quarterly basis a list of all current
                     employees certified by NECAM to perform installation,
                     maintenance and repair services for each of the PRODUCTS
                     listed on the PRODUCT Appendices.

16.    TERMINATION

       (a)    This AGREEMENT may be terminated, in full or in part, effective
              immediately, without liability for said termination, upon the
              occurrence of any of the following events:

              (1)    an ASSOCIATE files a voluntary petition in bankruptcy,

              (2)    an ASSOCIATE is adjudged bankrupt,

              (3)    a court assumes jurisdiction of the assets of an ASSOCIATE
                     under a federal reorganization act,

              (4)    a trustee or receiver is appointed by a court for all or a
                     substantial portion of the assets of an ASSOCIATE,

              (5)    an ASSOCIATE becomes insolvent or suspends its business,

              (6)    an ASSOCIATE makes an assignment of its assets for the
                     benefit of its creditors except for the company's line of
                     credit from its lender in the normal course of business,

              (7)    the identity of an ASSOCIATE or the nature of its business
                     is materially changed by bulk transfer of assets, sale of
                     its business, transfer of control of its outstanding stock,
                     merger, or otherwise,

                                       11
<PAGE>

              (8)    ASSOCIATE fails to make payment for any NECAM invoice for
                     PRODUCTS within thirty (30) days of the due date for
                     payment of such invoice,

              (9)    any other AGREEMENT between ASSOCIATE and NECAM terminates
                     or expires, pursuant to the terms and conditions of such
                     agreement,

              (10)   ASSOCIATE breaches any of the terms and conditions of
                     Section 37 governing the use of NECAM's trade names or
                     trademarks,

              (11)   ASSOCIATE sells PRODUCTS to any other resellers (including
                     but not limited to NECAM Distributors),


              (12)   ASSOCIATE sells, installs, maintains or services PRODUCTS
                     outside of its authorized territory, without NECAM's prior
                     written consent, or

              (13)   ASSOCIATE subcontracts without NECAM's prior written
                     consent to an entity other than an Authorized ASSOCIATE,

              (14)   ASSOCIATE assigns any of its rights or responsibilities
                     hereunder except as permitted herein or with NECAM's prior
                     written consent, or

              (15)   ASSOCIATE breaches the terms of Section 13(a)(7).

       (b)    The entire AGREEMENT or portions thereof relating to specific
              types of PRODUCTS may be terminated by NECAM, in the event that:

              (1)    ASSOCIATE fails to provide any purchasing forecast required
                     by Section 15 of this AGREEMENT relating to such specific
                     type of PRODUCTS, or

              (2)    ASSOCIATE knowingly provides false information on a
                     "Customer Software License", or

              (3)    ASSOCIATE fails to provide installation, maintenance,
                     repair and support services in accordance with NECAM's and
                     industry standards for such specific type of PRODUCTS.

       (c)    In the event of any default or failure on the part of a party in
              the performance of any of its duties, obligations or
              responsibilities under this AGREEMENT, other than default or
              failure specified in 16(a) or 16(b) above, the non-defaulting
              party may terminate this AGREEMENT, provided that with respect to
              defaults susceptible of immediate cure, the defaulting party had
              been given fifteen (15) days' prior written notice of the default
              and failed to cure the default within such fifteen (15) day
              period.

       (d)    Except in those cases where ASSOCIATE has been terminated because
              of a breach of its obligations under Section 13, NECAM may
              complete any order for PRODUCTS accepted by NECAM prior to
              termination and will accept and complete any order for PRODUCTS
              where ASSOCIATE, prior to the effective date of termination, has
              entered into a binding contract for the resale of such PRODUCTS to
              an end-user.

                                          12
<PAGE>

              Notwithstanding the foregoing, NECAM may condition acceptance and
              completion of such orders on reasonable conditions which NECAM may
              impose, including but not limited to prior payment in full for
              these and any other previous orders, proof of a binding contract
              with an end-user customer, and/or subcontracting of service
              obligations to an Authorized ASSOCIATE.

       (e)    Upon any termination of this AGREEMENT, the parties shall have all
              of the remedies of a seller and buyer under the applicable UCC, to
              the extent such remedies have not been limited or otherwise
              modified by this AGREEMENT.

       (f)    ASSOCIATE will not be entitled to compensation for loss of its
              ASSOCIATE appointment if termination was accomplished in
              accordance with the termination or nonrenewal provisions of this
              AGREEMENT, or was otherwise legally justified.

17.    RIGHTS UPON TERMINATION

       (a)    In the event of termination by NECAM, NECAM shall have all the
              remedies of a seller under the New York Uniform Commercial Code,
              including, but not limited to, the remedies provided for in
              Section 2-702, 2-703, 2-704 and 2-705 of such Code, where
              applicable.

       (b)    Neither party shall be liable to the other under any legal or
              equitable theory for compensation, reimbursement for investments
              or expenses, lost profits or incidental or consequential damages
              of any other kind or character as a result of any termination of
              this Agreement.

18.    CANCELLATION OF PURCHASE ORDERS; REVOCATION OF ACKNOWLEDGMENTS

       (a)    In the event that NECAM shall fail to deliver material within ten
              (10) days of a firm delivery date established pursuant to Section
              12 (b), then ASSOCIATE shall have the right to cancel such Order.

       (b)    In the event that ASSOCIATE shall be in material breach or default
              of any terms, conditions or covenants of this AGREEMENT
              (including, but not limited to, timely payment for PRODUCTS
              purchased), then (in addition to all other rights and remedies
              contained herein, or at law, equity or otherwise) NECAM shall have
              the right to suspend delivery of PRODUCTS on all outstanding
              Orders, or revoke its acknowledgment of any such Order.

                                          13
<PAGE>

19.    NON-EXCLUSIVE MARKET RIGHTS

       (a)    NECAM reserves its right to:

              (1)    directly or through its subsidiaries, affiliates, agents or
                     any other type of distribution entity market, sell, license
                     or distribute any type of telecommunications products
                     whether or not listed in the PRODUCTS Appendices or provide
                     installation, repair, maintenance and related SERVICES for
                     any such telecommunications products, wherever NECAM deems
                     necessary or appropriate.

              (2)    directly, or through its subsidiaries, affiliates, agents
                     or any other type of distribution entity distribute,
                     install, license and/or maintain (directly or indirectly)
                     any such telecommunications products,

              (3)    utilize the customer identification information contained
                     on the Customer Software License or such other form as
                     NECAM shall require, to conduct surveys or perform other
                     marketing and sales functions, as NECAM deems necessary or
                     appropriate.

20.    INFRINGEMENT

       (a)    In the event of a claim or suit against ASSOCIATE alleging (a) the
              PRODUCT(S) as sold by NECAM infringes any patent issued by or
              copyright registered in the country in which the PRODUCT(S) was
              sold to ASSOCIATE, NECAM shall defend ASSOCIATE to the extent the
              claim or suit concerns such infringement, provided ASSOCIATE gives
              NECAM prompt notice of such claim or suit and continuous
              cooperation in such defense.

       (b)    In any claim or suit against ASSOCIATE that is defended by NECAM
              pursuant to paragraph 1, NECAM shall control the defense, shall
              pay all litigation costs, including reasonable attorney's fees
              incurred by NECAM in such defense, and shall indemnify ASSOCIATE
              for all damages awarded by a court or settlement payments approved
              by NECAM.

       (c)    If, in any claim or suit against ASSOCIATE that is defended by
              NECAM pursuant to paragraph 1, as a result of a court order not
              subject to further appeal or a settlement approved by NECAM,
              ASSOCIATE is enjoined or otherwise prevented from using the
              PRODUCT(S) sold by NECAM, NECAM, at its option, may (a) procure
              for ASSOCIATE the right to continue using the PRODUCT(S), (b)
              replace or modify the PRODUCT(S) to avoid infringement, or (c)
              repossess the PRODUCT(S) in exchange for a refund of the
              depreciated value of the PRODUCT(S). NECAM's option selected 

                                          14
<PAGE>

              under this paragraph shall be ASSOCIATE'S sole remedy for any 
              prospective effects of any court order or settlement.

       (d)    NECAM's total cumulative liability under paragraphs 2 and 3 shall
              be limited to the price paid to NECAM by ASSOCIATE for the
              PRODUCT(S).

       (e)    Notwithstanding any other provision of this Article, NECAM shall
              not be obligated to defend and shall not be liable for costs or
              damages awarded in any claim or suit for infringement in which (a)
              the PRODUCT(S) was made by NECAM pursuant to specifications
              supplied by ASSOCIATE, or (b) the alleged infringement is based on
              use by ASSOCIATE, without NECAM's permission, of the PRODUCT(S) as
              sold by NECAM in combination with another item not sold by NECAM,
              where the alleged infringement arises from the combination or from
              practice of a method made possible by the combination, or (c) the
              alleged infringement is based on the PRODUCT(S) as modified by
              ASSOCIATE without NECAM's permission.

21.    HARDWARE WARRANTY

       (a)    As to any hardware PRODUCTS purchased by the ASSOCIATE in
              accordance with the terms of this AGREEMENT, NECAM warrants that
              the hardware PRODUCTS:

              (1)    will conform to the applicable specifications for such
                     hardware PRODUCTS published by NECAM at the time of sale,
                     and

              (2)    will be free from defects in material and workmanship,
                     under normal use and service when correctly installed and
                     maintained, for a period of fourteen (14) months from date
                     of shipment to ASSOCIATE. NECAM reserves the right to
                     modify such warranty period on written notice to ASSOCIATE.

              (3)    will be Year 2000 Compliant only to the extent specifically
                     set forth on the NEC Web Page at http://www.cng.nec.com.

       (b)    NECAM's liability for any hardware PRODUCT which is shown to be
              defective during its warranty is limited to:

              (1)    replacing the hardware PRODUCT or part thereof with a
                     functionally equivalent hardware PRODUCT or part,

              (2)    repairing the hardware PRODUCT, or

              (3)    issuing credit for the hardware PRODUCT

       (c)    NECAM shall select which of the above warranty remedies to utilize
              concerning any particular hardware PRODUCT.

                                          15
<PAGE>

       (d)    In the event that any hardware PRODUCT is shown to be defective
              during the warranty period, the ASSOCIATE, or such Authorized
              ASSOCIATE as may be providing service to the end-user to whom such
              PRODUCT has been sold or leased, shall:

              (1)    notify NECAM promptly in writing of any claims,

              (2)    provide NECAM with an opportunity to inspect and test the
                     hardware PRODUCTS claimed to be defective, and

              (3)    if repair or replacement of the hardware PRODUCT is
                     selected by NECAM, return the hardware PRODUCT to NECAM
                     only in accordance with NECAM's prevailing Material Return
                     Authorization ("MRA") policy and procedures, which are
                     incorporated herein by reference and are subject to change
                     by NECAM from time to time.

       (e)    The above warranty excludes coverage for hardware PRODUCTS which
              were installed, repaired or maintained by an unauthorized service
              provider or which were subjected to misuse, abuse, improper
              installation or application, improper maintenance or repair,
              alteration, accident or negligence in use, improper temperature,
              humidity or other environmental condition (including, but not
              limited to, lightning or water damage), storage, transportation or
              handling, unless caused by NECAM or its authorized representative.

       (f)    NECAM's hardware PRODUCTS warranty extends only to ASSOCIATE and
              ASSOCIATE is not authorized to ASSIGN this warranty to its
              customers or to any other party. Rather, the ASSOCIATE agrees to
              extend a hardware PRODUCTS warranty to its end-user customers
              which is no greater in substance and scope than that extended by
              NECAM to ASSOCIATE, and which shall incorporate the warranty
              exclusions and liability limitations provided in Sections 21 (e),
              21 (h) and 31.

       (g)    All hardware PRODUCTS warranty claims must be forwarded to NECAM
              by an Authorized ASSOCIATE. NECAM will accept no hardware PRODUCTS
              warranty claims from former ASSOCIATES whose ASSOCIATE AGREEMENTS
              have expired or been terminated, or directly from ASSOCIATE's
              customers.

       (h)    THE HARDWARE PRODUCTS WARRANTY CONTAINED IN THIS AGREEMENT IS IN
              LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING (BUT
              NOT LIMITED TO) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
              FITNESS FOR A PARTICULAR PURPOSE, INCLUDING BUT NOT LIMITED TO
              PREVENTION, DETECTION OR DETERRENCE OF TOLL FRAUD, COMPUTER
              VIRUSES OR OTHER UNAUTHORIZED OR IMPROPER USE OF THE HARDWARE
              PRODUCTS.

                                          16
<PAGE>

22.    SOFTWARE LICENSE AND SOFTWARE WARRANTY

       (a)    As to any software PRODUCTS licensed to the ASSOCIATE in
              accordance with the terms of this AGREEMENT, NECAM warrants that
              the software PRODUCTS:

              (1)    will conform to the published specifications for such
                     software PRODUCTS, applicable at the time of licensing and 

              (2)    will be free from defects in material and workmanship,
                     under normal use and service when correctly installed and
                     maintained, for fourteen (14) months from date of shipment
                     to ASSOCIATE. NECAM reserves the right to modify such
                     warranty period on written notice to ASSOCIATE.

              (3)    will be Year 2000 Compliant only as specifically set forth
                     on the NEC Web Page at http://www.cng.nec.com.

       (b)    NECAM's liability for any software PRODUCT which is shown to be
              defective during its warranty period is limited to:

              (1)    replacing the PRODUCT or part thereof with a functionally
                     equivalent software PRODUCT or part,

              (2)    repairing the PRODUCT, or

              (3)    issuing credit for the software PRODUCT

       (c)    The choice of which of the above warranty remedies to utilize
              concerning any particular software PRODUCT shall be NECAM's.

       (d)    In the event that any software PRODUCT is shown to be defective
              during the warranty period, the ASSOCIATE or such authorized
              ASSOCIATE as may be providing service to the end-user to whom such
              software PRODUCT has been licensed shall:

              (1)    notify NECAM promptly in writing of any claims,

              (2)    provide NECAM with an opportunity to inspect and test the
                     software PRODUCTS claimed to be defective, and

              (3)    (if repair or replacement of the software PRODUCTS is
                     selected by NECAM) return the software PRODUCTS to NECAM
                     only in accordance with NECAM's prevailing Material Return
                     Authorization policy and procedures, which are incorporated
                     herein by reference and are subject to change by NECAM from
                     time to time. 

                                          17
<PAGE>

       (e)    Unless caused by NECAM or its authorized third party
              representatives, the above warranty excludes coverage for software
              PRODUCTS which were installed, repaired or maintained by an
              unauthorized service provider or which were subjected to misuse,
              abuse, improper installation or application, improper maintenance
              or repair, alteration, accident or negligence in use, improper
              temperature, humidity or other environmental condition (including,
              but not limited to, lightning or water damage), storage,
              transportation or handling.

       (f)    Except as otherwise provided in writing, NECAM's software PRODUCTS
              warranty extends only to ASSOCIATE and ASSOCIATE is not authorized
              to assign this warranty to its customers. Rather, the ASSOCIATE
              agrees to extend a software PRODUCTS warranty to its customers
              which is no greater in substance and scope than that extended by
              NECAM to ASSOCIATE, and which shall incorporate the warranty
              exclusions and liability limitations provided in Section 22(d),
              22(g) and 31. NECAM shall not be liable for software PRODUCTS
              warranty terms extended by the ASSOCIATE to its customers which
              are different from or greater than those set forth above.

       (g)    Except as otherwise provided in writing, all software PRODUCTS
              warranty claims must be forwarded to NECAM by an Authorized
              ASSOCIATE. NECAM will accept no software PRODUCTS warranty claims
              from former ASSOCIATES whose ASSOCIATE AGREEMENTS have expired or
              been terminated or directly from ASSOCIATE's customers.

       (h)    THE SOFTWARE PRODUCTS WARRANTY CONTAINED IN THIS AGREEMENT IS IN
              LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING (BUT
              NOT LIMITED TO) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
              FITNESS FOR A PARTICULAR PURPOSE, INCLUDING BUT NOT LIMITED TO
              PREVENTION, DETECTION OR DETERRENCE OF TOLL FRAUD, COMPUTER
              VIRUSES OR OTHER UNAUTHORIZED OR IMPROPER USE OF THE SOFTWARE
              PRODUCTS.

       (i)    NECAM hereby grants to ASSOCIATE a non-exclusive license in the
              following rights in software PRODUCTS, which licensed rights may
              be exercised by ASSOCIATE only when related to the resale by
              ASSOCIATE within the TERRITORY or otherwise with NECAM's consent
              of related hardware PRODUCTS purchased directly from NECAM:

              (1)    the right to distribute the software PRODUCTS,

              (2)    the right to use the software PRODUCTS for demonstration,
                     testing, installation, maintenance and repair of related
                     hardware PRODUCTS,

                                          18
<PAGE>


              (3)    the right to reproduce and preserve, for back-up purposes
                     only, one (1) copy of each software PRODUCTS acquired by
                     ASSOCIATE from NECAM, and

              (4)    the right to grant sublicenses to end-users for the
                     following rights only:

                     (i)    the right of the end-user to use the software
                            PRODUCTS, but only in conjunction with related
                            hardware PRODUCTS sold by an authorized ASSOCIATE
                            to the end-user,

                     (ii)   the right of the end-user to make one (1) copy of
                            the software PRODUCTS for archival/back-up purposes,

                     (iii)  the right of the end-user to transfer the end-user's
                            software PRODUCTS rights to a third party who
                            acquires title to the end-user's related hardware
                            PRODUCTS, provided such transferee assents in
                            writing to the conditions and limitations of the
                            sublicense and pays any applicable transfer fee.

       (j)    The above license may be exercised by ASSOCIATE with respect to
              specific software PRODUCTS only upon payment by ASSOCIATE of any
              applicable licensing fee.

       (k)    NECAM reserves all other rights, title and interest to the
              software PRODUCTS, and neither ASSOCIATE nor its end-user
              customers shall acquire any rights, title or interest in the
              software PRODUCTS other than as specifically set forth in this
              Section.

       (l)    ASSOCIATE and ASSOCIATE's customers may not:

              (1)    sublicense or distribute the software PRODUCTS except as
                     authorized by this Section, or

              (2)    reverse compile, disassemble, alter, add to, delete from,
                     or otherwise modify the software PRODUCTS, except to the
                     extent that such modification capability is an intended
                     feature of the software PRODUCTS.

       (m)    ASSOCIATE agrees to notify NECAM promptly in the event any of
              ASSOCIATE's end-user customers violates the conditions of its
              sublicense.

       (n)    ASSOCIATE hereby agrees to execute (and secure end-users'
              execution of) any additional documents relating to software
              PRODUCTS as reasonable required by NECAM from time to time, to
              protect the respective rights, title and licensing interest of
              NECAM or third parties to the software PRODUCTS. ASSOCIATE agrees
              to utilize standard sublicensing forms, if provided by NECAM, for
              the purpose of licensing or sublicensing software PRODUCTS to its
              end-user customers.


                                          19
<PAGE>


       (o)    ASSOCIATE's license shall continue in effect unless terminated by
              NECAM due to:

              (1)    a breach by the ASSOCIATE of the terms of this Section,

              (2)    mutual agreement, or

              (3)    termination or expiration of this AGREEMENT,

              provided, however, that termination of such licenses shall not act
              to rescind sublicenses granted by the ASSOCIATE in accordance with
              the terms of this AGREEMENT prior to termination of the
              ASSOCIATE's license.

       (p)    ASSOCIATE agrees to use best efforts to protect software PRODUCTS
              from reproduction, modification or distribution except as
              specifically authorized by this AGREEMENT and to notify NECAM
              promptly if the ASSOCIATE learns of any attempt to do so.

THE SOFTWARE LICENSE PROVISIONS CONTAINED IN THIS SECTION APPLY ONLY TO SOFTWARE
OWNED BY NECAM OR ITS AFFILIATES. IN THE EVENT THAT NECAM PROVIDES SOFTWARE
OWNED (IN WHOLE OR IN PART) BY A THIRD PARTY, NECAM MAY BE REQUIRED TO OBTAIN
ASSOCIATE'S ASSENT TO DIFFERING OR ADDITIONAL TERMS AND CONDITIONS IN ORDER TO
LAWFULLY GRANT A LICENSE TO ASSOCIATE FOR SUCH SOFTWARE.  THEREFORE, NECAM
RESERVES THE RIGHT TO WITHHOLD PROVISION OF SUCH SOFTWARE UNTIL ASSOCIATE'S
ASSENT IS OBTAINED.

23.    REPAIR OR REPLACEMENT OF PRODUCTS NOT COVERED UNDER WARRANTY

       (a)    NECAM agrees, at its option, to repair PRODUCTS no longer under
              warranty, or to replace such PRODUCTS with functionally equivalent
              PRODUCTS, for a period of no less than five (5) years after such
              PRODUCT has been manufacturer-discontinued.  PRODUCTS to be
              repaired or replaced under this Section are to be returned by an
              authorized ASSOCIATE to a location designated by NECAM.

       (b)    If a PRODUCT is returned to NECAM for repair as provided in this
              Section, and is determined to be beyond repair, NECAM may, at its
              option (i) return such PRODUCT to the ASSOCIATE at ASSOCIATE's
              expense or (ii) offer to sell to ASSOCIATE replacement PRODUCTS at
              NECAM's then current prices.

       (c)    Replacement and repaired PRODUCTS shall be warranted as set forth
              in Section 21.  The repaired PRODUCT hardware warranty period
              shall be six (6) months from the date of repair, or such other
              period as NECAM may specify in writing.


                                          20
<PAGE>


       (d)    All transportation charges for, and risk of in-transit loss or
              damage to, out-of-warranty PRODUCTS returned to NECAM for repair
              will be borne by ASSOCIATE. All transportation charges associated
              with the return of such repaired and replaced PRODUCTS to
              ASSOCIATE shall be borne by ASSOCIATE and shall be prepaid by
              NECAM and listed as a separate item on NECAM's invoice for repair.
              ASSOCIATE shall bear the risk of in-transit loss and damage for
              shipments of repaired or replaced.

       (e)    Prices for out-of-warranty repairs made pursuant hereto shall be
              NECAM's prevailing charges. Discounts do not apply to such repair
              charges.

       (f)    ASSOCIATE hereby agrees to comply with NECAM's Material Return
              Authorization ("MRA") procedures, as may be amended by NECAM from
              time to time.

24.    TECHNICAL SUPPORT

       (a)    ASSOCIATE shall be entitled to ongoing technical support,
              including field service and assistance, provided, however, that
              the availability or performance of this technical support service
              shall not be construed as altering or affecting NECAM's warranty
              obligations as set forth in this AGREEMENT.

       (b)    Ongoing technical support via telephone will be available to
              ASSOCIATE from NECAM at NECAM's then current charges. NECAM's
              field service technical support shall be available to ASSOCIATE,
              including emergency (service affecting) twenty-four (24) hour
              technical assistance as determined by NECAM. Such field service
              technical support shall be subject to availability of NECAM's
              technical support personnel.  Charges, if any, for such field
              service technical support will be NECAM's then prevailing charges.
              No discounts shall apply to such charges.

25.    DOCUMENTATION

From time to time, NECAM may make available to ASSOCIATE various types of
documentation. Certain types of documentation may be made available to ASSOCIATE
via electronic media.  Charges, if any, for documentation will be NECAM's
prevailing charges.

26. ADVERTISING AND PROMOTION

Under the provisions of NECAM's applicable Cooperative Advertising program,
ASSOCIATE may be eligible to accrue funds in an account to be used for
advertising, media and/or promotion efforts utilized to promote the sale of
PRODUCTS. These funds will be made available based upon the terms and conditions
of NECAM's Cooperative Advertising program, as may be amended from


                                          21
<PAGE>


time to time, the provisions of which are hereby incorporated by reference as 
if fully set forth herein.

27.    FORCE MAJEURE

NECAM shall not be responsible for any losses resulting if the fulfillment by
NECAM of any terms or provisions of this AGREEMENT or any order is delayed or
prevented by revolution or other disorders, war, acts of enemies, strikes,
fires, floods, transportation delays or shortages, labor disputes, riots,
insurrections, accidents, storms, inability to obtain materials or supplies,
excessive demand for PRODUCTS over the available supply, customs duties or
surcharges, any interruption for any reason in the manufacture of PRODUCTS by
NECAM's suppliers, any act of God, the action of any government, or other cause
not within NECAM's control, whether of the class of causes set forth above or
not.

28.    ASSIGNMENT

       (a)    Except as otherwise provided herein, the rights and obligations of
              the parties hereunder shall not be assigned, subcontracted,
              delegated or otherwise transferred without the prior written
              consent of the other party, PROVIDED THAT NECAM may assign or
              delegate its rights and obligations hereunder, in whole for in
              part, to its parent or subsidiary upon prior written notice to the
              ASSOCIATE.

       (b)    The limitation on assignment does not apply to an assignment
              confined solely to monies due or to become due under this
              AGREEMENT, provided ASSOCIATE or NECAM is given thirty (30)
              calendar days prior written notice of such assignment.  Assignment
              of monies shall be void to the extent that it attempts to impose
              upon ASSOCIATE or NECAM obligations to the assignee additional to
              the payment of such monies, or to preclude ASSOCIATE or NECAM from
              dealing solely and directly with the other in all matters
              pertaining hereto, including negotiation of amendments or
              settlement of amounts due.

29.    TAX

Prices for PRODUCTS are exclusive of the following taxes, which shall be added
by NECAM to its invoice and payable by ASSOCIATE, unless ASSOCIATE provides
proof to NECAM of a valid exemption from the applicability of such tax(es):
Federal Manufacturers' and Retailers' Excise Taxes, State and Local Sales Taxes,
and/or Use Taxes.


                                          22
<PAGE>


30.    GOVERNMENT CONTRACTS

       (a)    The parties hereby acknowledge that NECAM typically has not sold
              certain types of PRODUCTS which are included within the scope of
              this AGREEMENT for resale under government contracts. Accordingly,
              notwithstanding any other provision(s) of this AGREEMENT, and
              without incurring any liability to ASSOCIATE or third party, NECAM
              hereby reserves the right to reject any ASSOCIATE Order for
              PRODUCTS to which government contract provisions will apply.

       (b)    In the event that ASSOCIATE orders PRODUCTS to which Government
              contract provisions are intended to apply, ASSOCIATE's order must
              conspicuously state such fact on its face, for the purpose of
              notifying NECAM and permitting NECAM the opportunity to consider
              whether to accept or reject such order. If such order fails to
              have such fact conspicuously stated on its face, then
              (notwithstanding Section 3 (a)(6) or any other provision of this
              AGREEMENT) NECAM shall be AUTOMATICALLY deemed to have rejected
              such order, and any acknowledgment which NECAM may have issued for
              such order shall be deemed void and of no effect.

       (c)    If the software PRODUCTS will be supplied to a unit or agency of
              the United States government by ASSOCIATE, NECAM will supply
              commercial computer software or commercial computer software
              documentation to be acquired under licenses customarily provided
              to the public. NECAM shall not be required to:

              (1)    Furnish technical information related to commercial
                     computer software or commercial computer software
                     documentation that is not customarily provided to the
                     public; or

              (2)    Relinquish to, or otherwise provide, the Government rights
                     to use, modify, reproduce, release, perform, display, or
                     disclose commercial computer software or commercial
                     computer software documentation except as mutually agreed
                     to by the parties.

              (3)    With regard to commercial computer software and commercial
                     computer software documentation, the Government shall have
                     only those rights specified in the license contained in any
                     addendum to the contract, or alternatively, any shrink-wrap
                     license delivered with the software. (See 48 CFR 12.212).

31.    LIMITATION OF LIABILITY

NECAM's liability for PRODUCT malfunction shall be limited to performing one of
the remedies under the hardware or software PRODUCT warranties, provided that
the malfunctioning PRODUCT is covered by the applicable warranty. NECAM and
ASSOCIATE hereby agree that if such limitation is declared invalid by a court of
competent jurisdiction, then NECAM's liability


                                          23
<PAGE>


shall be limited solely to a U. S. dollar amount equal to the cost of the 
malfunctioning PRODUCT to the ASSOCIATE. THESE REMEDIES SHALL BE EXCLUSIVE 
AND SHALL BE THE ASSOCIATE'S SOLE REMEDIES AGAINST NECAM OR ANY OF ITS 
AFFILIATES FOR PRODUCT MALFUNCTION.

IN NO EVENT SHALL NECAM BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR 
SIMILAR DAMAGES, SUCH AS (BUT NOT LIMITED TO) "DOWNTIME", EXCESS COSTS OR 
LOST BUSINESS REVENUES RESULTING FROM NECAM'S BREACH OF ANY OF THE PROVISIONS 
OF THIS AGREEMENT, NECAM'S TORTIOUS CONDUCT IN OR RELATED TO THE PERFORMANCE 
OF ITS OBLIGATIONS HEREUNDER, A PRODUCT MALFUNCTION OR FROM UNAUTHORIZED OR 
IMPROPER USE OF PRODUCTS INCLUDING BUT NOT LIMITED TO TOLL FRAUD OR COMPUTER 
VIRUSES.

32.    LIMITATION OF TIME CONCERNING CAUSES OF ACTION

Any cause of action based upon an alleged breach of this AGREEMENT or otherwise
related to the parties' rights, obligations and/or performance thereunder must
be commenced within one (1) year of the accrual of the cause of action.

33.    CHOICE OF LAW; JURY WAIVER

The construction, interpretation and performance of this AGREEMENT shall be
governed by and construed in accordance with the domestic laws of the State of
New York.

Each of the parties waives trial by jury and the right to trial by jury in any
and all actions or proceedings in any court between them or to which they may be
parties, whether arising out of, under or by reason of this AGREEMENT, or any
acts or transactions, hereunder to the interpretation or validity thereof, or
under, or by reason of any other contract, agreement, loan, or transaction of,
any kind between them, or to which they may be parties, of any kind, nature, or
description whatsoever.

34.    SEVERABILITY

If any of the provisions of this AGREEMENT shall be invalid or unenforceable,
such invalidity or unenforceability shall not invalidate or render unenforceable
the entire AGREEMENT, but rather the entire AGREEMENT shall be construed as if
not containing the particular invalid or unenforceable provision or provisions,
and the rights and obligations of NECAM and ASSOCIATE shall be construed and
enforced accordingly.


                                          24
<PAGE>


35.    NOTICES

All communications and notices required by or relating to this AGREEMENT shall
be deemed to have been duly given (1)upon receipt by the addressee when sent via
registered mail, overnight mail, or via facsimile directed to the attention of
the individual signing this agreement at the address specified in the preamble
hereto or (2) when posted by NECAM on its Web Page at http://www.cng.nec.com
and http://www.ilibrary.com/docs.nsf/system/.

Except as with respect to notices posted by NECAM on its Web page as set forth
above, the addresses to which notices or communications may be given by either
party may be changed by written notice given by such party to the other pursuant
to this Section.

36.    LICENSES

Except as specifically set forth herein, or unless otherwise expressly agreed in
writing, no licenses, expressed or implied, under any patents, copyright, trade
names or trade secrets are granted by one party to the other.

37.    TRADEMARKS


       (a)    Other than as set forth below, ASSOCIATE acquires no right, title
              or interest in any trademark, tradename or other intellectual
              property right of NECAM or its affiliates.

       (b)    So long as this AGREEMENT remains in effect, ASSOCIATE may use the
              trade names and trademarks specified by NECAM on a non-exclusive
              basis for advertising and promotion of the PRODUCTS consistent
              with reasonable guidelines established by NECAM.

       (c)    ASSOCIATE shall not remove any trade name or trademark of NECAM or
              its affiliates from any PRODUCT without NECAM's prior express
              written consent.

38.    NON-WAIVER

No course of dealing or failure of either party to strictly enforce any term,
right or conditions of this AGREEMENT shall be construed as a waiver of such
term, right or condition.


                                          25
<PAGE>


39.    SURVIVAL OF OBLIGATIONS

The respective parties' obligations under this AGREEMENT which by their nature
would continue beyond the termination, cancellation or expiration of this
AGREEMENT, shall survive such termination, cancellation or expiration of this
AGREEMENT.

40.    SHORTAGES

NECAM will endeavor to fully satisfy ASSOCIATE's specific requirements for
respective types of PRODUCTS at all times, and to ship Orders which NECAM has
accepted within customary respective shipment time periods. However, in the
event of PRODUCTS shortage(s), NECAM reserves the right to allocate the supply
of, and/or assign priorities to the shipment of, NECAM's then-available stock of
such PRODUCTS based upon all of the circumstances and NECAM's assessment of the
respective order requirements and respective shipping date requirements of all
purchasers of PRODUCTS.

41.    LIMITATION OF AUTHORITY

It is expressly understood that this AGREEMENT does not give ASSOCIATE any right
or authority to act for or represent NECAM or its affiliates or to pledge their
credit or contract any liability whatsoever on their behalf. It is understood
that this AGREEMENT does not confer upon ASSOCIATE any authority to warrant any
PRODUCTS sold hereunder, or to make any adjustments on NECAM's behalf in
connection with PRODUCTS without NECAM's express consent.

42.    ENTIRE AGREEMENT

This AGREEMENT constitutes the entire understanding between NECAM and the
ASSOCIATE and replaces and supersedes any prior agreements between NECAM and the
ASSOCIATE, and/or any prior agreements between either of them and the other's
predecessor(s) concerning any of the subject matters contained herein. In the
event of any conflict between the "General Terms & Conditions Applicable to All
Products" and the terms and conditions set forth in a Product Appendix, the
terms and conditions of such product Appendix shall control.

This AGREEMENT may not be changed, modified or amended except as provided for
herein or by an instrument in writing signed by both NECAM and the ASSOCIATE.


                                          26
<PAGE>


WHEREBY this Agreement is effective upon the signature of NEC America, Inc. 
as appearing below:

NEC AMERICA, INC.

BY: /s/ Douglas P. Wonson
   ----------------------

NAME: DOUGLAS P. WONSON
     --------------------

TITLE: ASSISTANT G.M. & SALES V.P.
      -----------------------------

DATE:         MAY 26, 1998
     ------------------------------











                                       27
<PAGE>


                                                                       05/21/98

                           KEY TELEPHONE PRODUCTS APPENDIX

1. PRODUCTS

PRODUCTS include:

       1) Electra Professional-Registered Trademark- Key telephone systems
       2) Electra Professional Voice Processing Equipment
       3) Spare parts for manufacture discontinued Electra Key telephone systems

2. DISCOUNTS

(a) During the first year of the term of this AGREEMENT, NECAM shall grant to 
ASSOCIATE a twenty-five percent (25%) discount off of NECAM's list prices for 
the Electra Professional and Electra Professional Voice Processing Equipment 
PRODUCT(S). Excluded from such discount are certain items of Electra 
Professional, Electra Professional Voice Processing Equipment PRODUCT(S) and 
discontinued Electra Key telephone systems that are offered at a net 
(non-discountable) price.

Such discount(s) will be increased during such original or renewal term if
ASSOCIATE'S purchases exceed the Net Dollar Purchase amount listed below as
qualifying for such higher discount(s).

(b) On April 1 of each year during the term of this AGREEMENT, NECAM will
conduct an annual review of the performance of ASSOCIATE under this AGREEMENT.
ASSOCIATE's purchases during the preceding twelve (12) month period (April 1
through March 31) of each year in which this AGREEMENT is in effect shall be
used to determine ASSOCIATE's discounts for the next successive twelve (12)
month period. For purposes of determining ASSOCIATE's discounts after the first
year of the term of this AGREEMENT, the following discount schedule shall apply:

                          ELECTRA PROFESSIONAL
<TABLE>
<CAPTION>
       List Dollar Purchases             Discount
       ---------------------             --------
       <S>                               <C>
             1 - 199,999                    25%
       200,000 - 499,999                    29%
       500,000 or Over                      33%
</TABLE>

In the event that this Agreement does not commence on April 1, the above
discount schedules shall be pro-rated for the first year of the term of this
AGREEMENT. NECAM reserves the right to change or modify the above discount
schedules upon written notice to ASSOCIATE.

<PAGE>

                                                                       05/21/98

      NEAX-Registered Trademark-2000 IVS & NEAX-Registered Trademark-1000 
                            IVS/VSP PRODUCTS APPENDIX

1.  PRODUCTS

    PRODUCTS include:
      1) NEAX-Registered Trademark-2000 IVS
      2) NEAX-Registered Trademark-1000 IVS/VSP

2.  DISCOUNTS

(a) During the original term of this AGREEMENT, NECAM shall grant to 
ASSOCIATE a twenty-five percent (25%) discount off of NECAM's list prices for 
the NEAX2000 IVS and the NEAX1000 IVS/VSP PRODUCT(S). Excluded from such 
discount are certain items of the NEAX2000 IVS and the NEAX1000 IVS/VSP 
PRODUCT(S) that are offered at a net (non-discountable) price.

Such discount will be increased during such original or renewal term if 
ASSOCIATE'S purchases exceed the Net Dollar Purchases amount listed below as 
qualifying for such higher discount.

(b) On April 1 of each year during the term of this AGREEMENT, NECAM will 
conduct an annual review of the performance of ASSOCIATE under this 
AGREEMENT. ASSOCIATE's purchases during the preceding twelve (12) month 
period (April 1 through March 31) of each year in which this AGREEMENT is in 
effect shall be used to determine ASSOCIATE's discount for the next 
successive twelve (12) month period. For purposes of determining ASSOCIATE's 
discounts after the first year of the term of this AGREEMENT, the following 
discount schedule shall apply:

 NEAX-Registered Trademark-2000 IVS & NEAX-Registered Trademark-1000 IVS/VSP

<TABLE>
<CAPTION>
          LIST DOLLAR PURCHASES                     DISCOUNT
          ---------------------                     --------
<S>                                                 <C>
                  1 - 199,999                          25%
            200,000 - 499,999                          29%
            500,000 - 999,999                          33%
               Over 1,000,000                          36%
</TABLE>

* List Dollar Purchases exclude Dterm Series II, Dterm Series III, Dterm 
Series E and Electra Professional terminal equipment on NEAX-Registered 
Trademark-2000 IVS and the NEAX-Registered Trademark-1000 IVS/VSP schedule.

In the event that this Agreement does not commence on April 1, the above 
discount schedule shall be pro-rated for the original term. NECAM reserves 
the right to change or modify the above discount schedule upon written notice 
to ASSOCIATE.

<PAGE>

3.  SPECIAL CONDITIONS APPLICABLE TO NEAX-Registered Trademark-2000 
INTEGRATED WIRELESS OR ADJUNCT PRODUCTS

(a) ASSOCIATE shall not sell, distribute or activate any NEAX-Registered 
Trademark-2000 Integrated Wireless or Adjunct product unless the end-user 
customer has acknowledged and agreed in writing that the use and operation 
thereof will comply with all applicable Federal Communication Commission 
(FCC) rules and regulations and all requirements and instructions of UTAM, 
Inc., including without limitation, rules with respect to interference and 
relocation. Each agreement between ASSOCIATE and such end-user shall include 
the following provision: 

     [Customer] hereby acknowledges that the use and operation of any 
     intentional radiator equipment requiring a Part 15.311 FCC label and 
     subject to UTAM clearing fees, the operation of which makes use of any 
     part of the unlicensed personal communications services ("UPCS") 
     frequency spectrum ("UPCS Radiating Part"), is subject to FCC rules and 
     regulations and UTAM requirements and instructions with respect to 
     interference with licensed fixed microwave facilities and to the 
     relocation of any such UPCS Radiating Part. [Customer] agrees that [its] 
     use or operation of any UPCS Radiating Part shall comply with all rules, 
     regulations, requirements and instructions.

Associate shall submit proof in a form satisfactory to NECAM of end-user's 
written agreement to such provision with each purchase order for any 
NEAX-Registered Trademark-2000 Integrated Wireless or Adjunct product to 
which such requirement applies.

(b) NECAM shall not be responsible for the failure of any NEAX-Registered 
Trademark-2000 Integrated Wireless or Adjunct Product to conform to published 
specifications, which failure is attributable to environmental or structural 
causes beyond NECAM's control. Each Agreement between ASSOCIATE and an 
end-user shall include an analogous disclaimer in a form satisfactory to 
NECAM.

<PAGE>

                    EXTENDED HARDWARE WARRANTY PRODUCTS APPENDIX

1.   SCOPE OF THE WARRANTY

     In connection with the Extended Hardware Warranty offered by NECAM to 
     participating ASSOCIATE to be offered for resale to ASSOCIATE's 
     Customers ("Customers") in connection with each sale by Associate of an 
     NEC pbx or key system, NECAM agrees to provide ASSOCIATE with the 
     services described herein as to those hardware components covered by an 
     Extended Warranty provided by ASSOCIATE to its Customers. A sample copy 
     of such System Protection Plan Customer Contract and Site 
     Registration/Software License Agreement is attached hereto.

2.   TERM

     Such Extended Warranty shall commence on the date of system installation 
     as set forth on the Extended System Protection Plan Customer Contract or 
     sixty days from the date of shipment, whichever occurs first, and shall 
     be for a period of five years from such date. Such extended Warranty shall
     be conditioned upon NECAM receiving a fully executed copy of the Extended 
     System Protection Plan Customer Contract, Site Registration/Software 
     License Agreement and an identification of the bar codes of all covered 
     components.

3.   EQUIPMENT ELIGIBLE FOR COVERAGE

     To be eligible for warranty coverage, the hardware components must

     a.   be purchased from a NECAM authorized distributor;

     b.   have all applicable bar codes properly registered with NEC America 
          by the authorized NECAM ASSOCIATE installing the system or 
          replacement component; and

     c.   receive all manufacturers recommended service and maintenance, 
          performed by a NECAM authorized distributor.

          NECAM RESERVES THE RIGHT TO REFUSE WARRANTY COVERAGE ON ANY 
          HARDWARE COMPONENTS WHICH ARE NOT ELIGIBLE FOR WARRANTY COVERAGE 
          UNDER THIS AGREEMENT AND TO NOTIFY THE CUSTOMER OF SUCH REFUSAL.

                                       1
<PAGE>

4.   SERVICE PROVIDED

     NECAM SHALL REPAIR OR REPLACE ALL HARDWARE COMPONENTS FOUND TO BE 
     DEFECTIVE.  PARTS WHICH ARE REPLACED SHALL BECOME NECAM'S PROPERTY. UPON 
     REGISTRATION OF THEIR BAR CODES WITH NECAM AND IDENTIFICATION OF THE BAR 
     CODES AND RETURN OF THE DEFECTIVE PARTS THEY REPLACE, ALL REPLACEMENT 
     COMPONENTS SHALL BE WARRANTED FOR THE REMAINING TERM OF THE EXTENDED 
     WARRANTY TERM. ASSOCIATE MAY REPLACE A DEFECTIVE COMPONENT WITH A 
     COMPONENT FROM ITS INVENTORY, PROVIDED SUCH COMPONENT IS EITHER NEW OR 
     HAS BEEN RECONDITIONED IN ACCORDANCE WITH ANY PROCEDURES OR REQUIREMENTS 
     OF NECAM. IF ASSOCIATE REPLACES A DEFECTIVE HARDWARE COMPONENT WITH A 
     COMPONENT FROM ITS INVENTORY, THEN NECAM SHALL RETURN TO ASSOCIATE 
     EITHER THE REPAIRED COMPONENT OR A REPLACEMENT COMPONENT. IN SUCH EVENT, 
     SUCH COMPONENT SHALL BE WARRANTED FOR WHATEVER TERM OF WARRANTY REMAINED 
     ON THE COMPONENT INSTALLED AS A REPLACEMENT COMPONENT IN THE CUSTOMER'S 
     SYSTEM. DEFECTIVE COMPONENTS WHOSE BAR CODES DO NOT CORRESPOND TO THE 
     BAR CODES PREVIOUSLY REGISTERED WITH NECAM WILL NOT BE REPAIRED OR 
     REPLACED BY NECAM AND WILL RESULT IN THE IMPOSITION OF THE THEN 
     APPLICABLE NECAM PROCESSING FEE.

5.   WARRANTY

     NECAM warrants that all repaired or replacement components will conform 
     to specifications applicable at the time of the effective date of such 
     warranty or such revised specifications as may be applicable. 
     ASSOCIATE's sole remedy for breach of this warranty is repair or 
     replacement of the defective hardware component or pro rata refund of 
     the price paid for such extended warranty. THIS IS THE EXCLUSIVE 
     WARRANTY RELATING TO HARDWARE COMPONENTS AND NO OTHER WARRANTIES, 
     EXPRESSED OR IMPLIED, SHALL APPLY. NECAM SPECIFICALLY DISCLAIMS THE 
     IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR 
     PURPOSE.

6.   EXCLUSIONS FROM SERVICE

     The following are not included under this Agreement:

     a.   Repair or replacement of components, which, in NECAM's opinion, are 
          required due to misuse, abuse, improper installation or 
          application, improper maintenance or repair, alteration, accident 
          or negligence in use, improper temperature, humidity or other 
          environmental condition (i.e. lightning, water, shock damage), 
          improper storage, transport or handling or failure of components or 
          supplies not furnished by NECAM.

                                       2
<PAGE>

     b.   Repair or replacement of components which are required due to 
          unauthorized attempts by persons not authorized by NEC America to 
          provide service to repair, maintain, or modify the hardware 
          components covered by this Agreement.

     c.   Repair or replacement of components which are not part of the 
          original system installed by the Associate and whose bar codes have 
          not been registered with NEC as covered by the Extended Warranty.

     d.   Repair or replacement of components which, when installed, were 
          neither new nor reconditioned in accordance with NECAM procedures 
          and requirements.

          EXTENDED WARRANTY COVERAGE WILL BE AVAILABLE ON ADDED OR SUBSTITUTE 
          COMPONENTS ON PAYMENT OF THE APPLICABLE FEE SET BY NECAM.

          Any service excluded by this Agreement and provided at the request 
          or with the agreement of the ASSOCIATE shall be paid for by 
          ASSOCIATE based on current rates for materials and labor in effect 
          when the service is provided.

7.   TRANSFER AND ASSIGNMENT

     a.   This Extended Warranty is not transferable by ASSOCIATE and may be 
          enforced only by the original ASSOCIATE purchaser, except with the 
          written consent of NECAM and upon payment by an authorized NECAM 
          ASSOCIATE transferee of any applicable transfer fee and execution 
          of required documentation confirming the terms of such assignment.

     b.   This Extended Warranty shall not operate to extend the term of 
          ASSOCIATE's Associate Agreement and shall terminate immediately 
          upon termination or nonrenewal of the ASSOCIATE's Agreement or of 
          ASSOCIATE's authorization to distribute the covered hardware 
          components. In such event, ASSOCIATE hereby consents to the 
          assignment of this Agreement to a then currently authorized NEC 
          America ASSOCIATE.

8.   LIMITATION OF LIABILITY

     IN NO EVENT SHALL NEC AMERICA, INC. BE LIABLE FOR ANY DAMAGES RESULTING 
     FROM LOSS OF DATA, THE CONFIDENTIALITY OF DATA, LOSS OF SOFTWARE, LOSS 
     OF USE, LOSS OF REVENUE OR PROFITS, OR ANY INDIRECT, SPECIAL OR 
     CONSEQUENTIAL DAMAGES. THIS LIMITATION WILL APPLY REGARDLESS OF THE FORM 
     OF ACTION, WHETHER CONTRACT OR TORT.  

                                       3
<PAGE>

9.   MISCELLANEOUS

     A.   NECAM RESERVES THE RIGHT TO TERMINATE THIS EXTENDED WARRANTY 
          PROGRAM PROSPECTIVELY.

     B.   NECAM ALSO RESERVES THE RIGHT TO TERMINATE PROSPECTIVELY 
          ASSOCIATE'S PARTICIPATION IN THIS EXTENDED WARRANTY PROGRAM AT ANY 
          TIME UPON WRITTEN NOTICE TO ASSOCIATE.

     C.   EXCEPT AS SPECIFICALLY PROVIDED HEREIN, ALL PROVISIONS OF THE 
          ASSOCIATE AGREEMENT, INCLUDING BUT NOT LIMITED TO SECTION 20 
          PERTAINING TO HARDWARE WARRANTY, SHALL APPLY TO ASSOCIATE'S 
          PARTICIPATION IN THIS PROGRAM.





                                       4
<PAGE>



                NEC AMERICA, INC. CORPORATE NETWORKS GROUP SPONSORED
                          EXTENDED SYSTEM PROTECTION PLAN
                                 CUSTOMER CONTRACT

          (TERMS AND CONDITIONS BETWEEN NEC AMERICA ASSOCIATE AND CUSTOMER)

The following terms and conditions reflect the Extended System Protection 
Plan's contract parameters between the NEC America, Inc. (NECAM) ASSOCIATE 
and the CUSTOMER (end user). These terms and conditions must be provided to 
the customer upon the sale of an NEC system provided with the Extended System 
Protection Plan and must become a part of the contract between the ASSOCIATE 
that is implementing the plan and the customer that is purchasing the plan. A 
copy of these terms and conditions must be provided to the customer by the 
ASSOCIATE in order for the plan to be valid with the NECAM Corporate Networks 
Group (CNG)

ASSOCIATE NAME:                                    START DATE:
                ------------------------                      ----------------
CUSTOMER NAME:                                     SITE NUMBER:
               -------------------------                       ---------------
                                                          (Internal NECAM Use)


PERIOD OF COVERAGE

This Agreement shall commence on the date of system installation as stated on 
a properly executed Site Registration/Software License Agreement or sixty 
days from the date of shipment from NECAM to the ASSOCIATE, whichever occurs 
first, and shall be for a term of five (5) years from such date.


EQUIPMENT ELIGIBLE FOR COVERAGE

To be eligible for warranty coverage under this Agreement, the new NEC system 
hardware components and eligible station terminal equipment must meet the 
following requirements.

     1.   The system and all of its components must be purchased from and
          installed by a NECAM Corporate Networks Group authorized ASSOCIATE.

     2.   All components must have all applicable serial numbers (bar codes)
          properly registered with NECAM by the authorized NECAM ASSOCIATE
          installing the system or replacing the component.

     3.   The system must have been, and presently receiving manufacturer
          recommended service and maintenance, performed by a NECAM authorized
          ASSOCIATE.

THE ASSOCIATE RESERVES THE RIGHT TO REFUSE WARRANTY COVERAGE ON ANY HARDWARE 
COMPONENTS OR TERMINAL EQUIPMENT WHICH ARE NOT ELIGIBLE FOR WARRANTY COVERAGE 
UNDER THIS AGREEMENT.


SERVICE PROVIDED BY ASSOCIATE

The authorized NECAM ASSOCIATE shall repair or replace all hardware 
components and terminal equipment found to be defective to ensure that such 
components are performing in good working order. Parts which are replaced 
shall become the ASSOCIATE's property. ASSOCIATE shall register the serial 
numbers (bar codes) of all replaced components. Replacement components may be 
new or reconditioned in accordance with all procedures or


<PAGE>

requirements of NECAM. All replacement components shall be warranted for the 
remaining term of this Extended System Protection Plan.


WARRANTY

The NECAM ASSOCIATE warrants that all services will be provided in a 
workman-like manner. The customer's sole remedy for breach of this warranty 
is repair or replacement of the defective hardware component or pro rata 
refund of the price paid for such warranty.

THIS IS THE EXCLUSIVE WARRANTY RELATING TO HARDWARE COMPONENTS AND SELECTED 
NEC TERMINALS AND NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, SHALL APPLY. THE 
ASSOCIATE SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY 
AND FITNESS FOR A PARTICULAR PURPOSE.


EXCLUSIONS FROM THIS WARRANTY

The following services are not included under this NECAM Extended System 
Protection Plan:

     1.   Component replacement and/or services which, are required due to
          misuse, abuse, alteration, accident or negligence in use, improper
          temperature, humidity or other environmental condition (i.e.
          lightning, water, shock damage, improper storage, transport or
          handling, or failure of components or supplies not furnished by
          ASSOCIATE.

     2.   Component replacement and/or services which are required due to
          unauthorized attempts by persons not authorized by NECAM to provide
          service to repair, maintain, or modify the hardware components covered
          by this Agreement.

     3.   Repair or replacement of third-party components or peripherals that
          are installed with, mounted within, attached to, or integrated with
          the new NEC system and is not manufactured by NEC, NECAM, and/or CNG.

     4.   NECAM ASSOCIATE labor and materials that are required in the servicing
          of the NEC system and the replacement of components covered under the
          Extended System Protection Plan.

     5.   Any services provided or components replaced that are excluded by this
          Agreement and provided at the request or with the agreement of the
          Customer shall be paid for by Customer based on current rates for
          materials and labor in effect when the service is provided.


TRANSFER AND ASSIGNMENT

This Extended System Protection Plan agreement is not transferable by 
Customer and may be enforced only by the original end-user purchaser, except 
with the consent of ASSOCIATE and upon payment, by transferee, of any 
applicable transfer fee and execution of required documentation confirming 
the terms of such assignment. The customer shall have the right to terminate 
or assign this Agreement immediately upon any material change in the status 
of ASSOCIATE as an authorized NECAM ASSOCIATE with respect to the covered 
hardware components. In such event, ASSOCIATE hereby consents to the 
assignment of this Agreement to a then currently authorized NECAM ASSOCIATE. 
In the event of breach by ASSOCIATE of any of its obligations under this or 
any other agreement between customer and ASSOCIATE, Customer shall also have 
the right to effectuate the assignment of this Agreement to another 
authorized ASSOCIATE upon payment of any applicable transfer fee to NECAM and 
acceptance of such assignment by such other ASSOCIATE. ASSOCIATE hereby 
consents in such event to the assignment of this Agreement.

<PAGE>

LIMITATION OF LIABILITY

The Customer should keep for their own protection copies of all software and 
data files that could be affected by a hardware malfunction.

IN NO EVENT SHALL ASSOCIATE OR NECAM BE LIABLE FOR ANY DAMAGES RESULTING FROM 
LOSS OF DATA, THE CONFIDENTIALITY OF DATA, LOSS OF SOFTWARE, LOSS OF USE, 
LOSS OF REVENUE OR PROFITS, OR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL 
DAMAGES. THIS LIMITATION WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER 
CONTRACT OR TORT.


GENERAL PROVISIONS

This Extended System Protection Plan agreement sets forth the entire 
understanding of the parties with respect to the subject matter of the 
extended hardware warranty. Any amendment must be in writing signed by the 
parties.

WHEREFORE, the parties have executed this agreement by their duly authorized 
representatives.

CUSTOMER:                                   ASSOCIATE:
         ---------------------------                  ------------------------
Signature:                                  Signature:
          --------------------------                  ------------------------
Name:                                       Name:
     -------------------------------             -----------------------------
Title:                                      Title:
      ------------------------------              ----------------------------
Date:                                       Date:
     -------------------------------             -----------------------------
<PAGE>

                  NEC AMERICA, INC. NEW TELECOMMUNICATIONS SYSTEM
                    SITE REGISTRATION SOFTWARE LICENSE AGREEMENT
                          EXTENDED SYSTEM PROTECTION PLAN

This Site Registration Form and the attached Software License Agreement must be
completed before your customer's system site can qualify for the standard NECAM
one-year warranty and the CNG Extended System Protection Plan. One of these
forms must be completed for each site in a multiple site configuration.

                           ASSOCIATE (LICENSOR) INFORMATION

ASSOCIATE NAME:                                   NUMBER:
                 ----------------------------            -------------

LOCATION:                                         PHONE:
           ----------------------------------            -------------

                           CUSTOMER (LICENSEE) INFORMATION

CUSTOMER NAME:
                --------------------------------------------------------------

ADDRESS:
          --------------------------------------------------------------------

CITY:                              STATE:                        ZIP:
       ------------------------            ------------------         --------

PHONE:                                  FAX:
        ----------------------------          --------------------------------

SALES CONTACT:                               PHONE:
                -------------------------            -------------------------

TECHNICAL CONTACT:                           PHONE:
                    ---------------------            -------------------------

FAX:                                         EMAIL:
      -----------------------------------            -------------------------

TYPE OF BUSINESS:
                   -----------------------------------------------------------

SYSTEM LOCATION (IF DIFFERENT):
                                 ---------------------------------------------

ADDRESS:
          --------------------------------------------------------------------

CITY:                              STATE:                        ZIP:
      -----------------------              -----------------           -------

SITE CONTACT:                                PHONE:
               --------------------------            -------------------------

FAX:                                         EMAIL:
      -----------------------------------            -------------------------

SWITCH ROOM PHONE:
                    ----------------------------------------------------------

                                  SYSTEM INFORMATION

TYPE/MODEL OF NEC SYSTEM INSTALLED:
                                     -----------------------------------------

BASIC SYSTEM CONFIGURATION:

     STATIONS:                               LINES:
                ------------------------             -------------------------

SOFTWARE TYPE/VERSION:                       IN-SERVICE DATE:
                        ----------------                       ---------------


--------------------------------------------------------------------------------
                             FOR NECAM OFFICIAL USE ONLY

SITE REGISTRATION #:                    LICENSE SERIAL #:
                      --------------                      ----------------------
AUTHORIZED BY:                          DATE:
                --------------------           ---------------------------------

<PAGE>

                            ACTIVE VOICE PRODUCTS APPENDIX

1. PRODUCTS/SOFTWARE

      PRODUCTS/SOFTWARE include:

(a) NEAXMail-TM- AD-16
(b) NEAXMail-TM- AD-40
(c) NEAXMail-TM- AD-8
(d) NEAXMail-TM- C-70
(e) NEC ElectraMail-Registered Trademark-
(f) NEC ElectraMail-TM- AD-8
(g) Active Voice Repartee-Registered Trademark-
(h) PhoneMax-Registered Trademark-
(i) Lingo-TM-

2. PRICE

Prices applicable to the purchase of PRODUCTS shall be the prices set forth in
NECAM's then-current Price Bulletin.

3. CONTINUING AVAILABILITY OF PRODUCTS

NECAM agrees, at its option, to repair PRODUCTS no longer under warranty, or to
replace such PRODUCTS with functionally equivalent PRODUCTS, subject to
availability from Active Voice. PRODUCTS to be repaired or replaced under this
Section are to be returned to a location designated by NECAM.

4. TERRITORY

     TERRITORY SHALL MEAN THE TERRITORY DESIGNATED IN THE KEY TELEPHONE PRODUCTS
APPENDIX AND/OR THE NEAX-Registered Trademark-2000 IVS PRODUCTS APPENDIX.

Repartee is a registered trademark of Active Voice Corporation.  
ElectraMail is a registered trademark of NEC America, Inc.  
NEAXMail is trademarked by NEC America, Inc. 
PhoneMax is a registered trademark of Active Voice Corporation.  
Lingo is a registered trademark of Active Voice Corporation 
<PAGE>

                            CTI SOFTWARE PRODUCTS APPENDIX

1.   PRODUCTS

     PRODUCTS include:

          1) Phonekits-TM-

          2) PhoneLine-Registered Trademark-

          3) Support Express-TM-

          4) PhoneMax-TM-

2. TERRITORY

TERRITORY SHALL MEAN THE TERRITORY DESIGNATED IN THE KEY TELEPHONE PRODUCTS
APPENDIX AND/OR THE NEAX-Registered Trademark-2000 IVS PRODUCTS APPENDIX.


<PAGE>

                                  SOFTWARE WARRANTY

THE FOLLOWING WARRANTIES SHALL APPLY:

Active Voice and CallWare products are all warranted for 14 months from the date
of shipment to the end-user.

All SpanLink Communications, Inc. global products are warranted for 14 months
from the date of acceptance.

Algo Communications products are warranted for 18 months from the date of
shipment or 12 months from installation, whichever is longer.

CCOM products are warranted 90 days from the date of shipment to the end-user.

PRODUCT WARRANTY:

     (a)  LIMITED WARRANTY: NECAM warrants that the Software described in this
          Appendix shall perform, operate, and function as set forth in
          appropriate Documentation and that Software will function in
          accordance with the appropriate specification(s) for the period
          described above.

     (b)  WARRANTY EXCLUSIONS: The above limited warranty does not apply to any
          Product which (i) has been materially altered, except by the
          manufacturer or under manufacturer's direction, or (ii) has not been
          installed, operated, repaired or maintained in accordance with any
          installation, handling, maintenance or operating instruction supplied
          by manufacturer, (iii) has been subject to unusual physical or
          electrical stress, negligence or accident, or (iv) is used with
          hardware or software other than those provided for in the
          specifications provided.

     (c)  NO OTHER WARRANTY: EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE,
          LICENSOR GRANTS NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED,
          BY STATUTE OR OTHERWISE REGARDING THE PRODUCTS, THEIR FITNESS FOR ANY
          PARTICULAR PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY OR OTHERWISE.

     (d)  LIMITATION OF LIABILITY: Manufacturer's liability, and NECAM's remedy,
          under the foregoing warranty shall be to correct the non-conformity
          or, if the non-conformity is not correctable, to replace the Product
          or fully refund any amounts paid for such Product.

          NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL EITHER PARTY BE
          LIABLE TO THE OTHER OR ANY THIRD PARTY FOR LOST PROFITS, OR FOR ANY
          SPECIAL, CONSEQUENTIAL INCIDENTAL OR INDIRECT DAMAGES FOR BREACH OF
          WARRANTY.

     (e)  STANDARD LIMITED WARRANTY TO DISTRIBUTORS, RESELLERS AND END-USERS:
          NECAM shall pass on to each of its distributors, resellers, end-users
          or other customers, NECAM's standard limited warranty with each
          Product.


<PAGE>

                                   SUPPORT POLICY

   TO BE ISSUED AT A LATER DATE IN ACCORDANCE WITH SECTION 1(c) OF THE ASSOCIATE
                                     AGREEMENT

                                       PRICING

DISTRIBUTOR NET PRICING SHALL APPLY TO ALL PRODUCTS
<TABLE>
<CAPTION>
NEC Stock #    Description                                    NET Price
----------------------------------------------------------------------------
<S>            <C>                                            <C>
               PHONEMAX
0223030        PhoneMax 2.0 CD - 1 User                       $      109.00
0223031        PhoneMax 2.0 CD - 10 Users                     $      840.00
0223032        PhoneMax 2.0 CD - 24 Users                     $    1,870.00
0223033        PhoneMax 2.0 CD - 50 Users                     $    3,350.00
0223034        PhoneMax 2.0 CD - 100 Users                    $    5,800.00
0223035        PhoneMax 2.0 CD - Upgrade                      $       79.00

               SUPPORT EXPRESS
0223431        Support Express, 1 User                        $    1,856.90
0223449        Support Express, 1 Additional User             $      926.90
0223433        Support Express, 5 Users                       $    4,336.90
0223435        Support Express, 5 Additional Users            $    3,096.90
0222005        Support Express, Site License                  $   24,800.00

               EVALUATION COPIES
0222019        Support Express, 30 day Working Eval.          $        6.17

               OPTIONS
0223028        SE ExpLink to Remote Control                   $      616.90
0223029        Support Express Telephony Link                 $      616.90

               HELP LINK
0222008        HelpLink Base License, 50 nodes                $      618.45
0222009        HelpLink 50 Additional User Licenses           $      589.00
0222010        HelpLink 100 Additional User Licenses          $    1,100.50
0222011        HelpLink 200 Additional User Licenses          $    2,015.00
0222012        HelpLink 400 Additional User Licenses          $    3,620.80
0222013        HelpLink 1000 Additional User Licenses         $    7,743.80
0222014        HelpLink 2000 Additional User Licenses         $   14,818.00

               DEALER KIT
0223436        Support Express, 1 User Dealer Kit             $      995.00

               PHONELINE
0223000        PhoneLine - 5 Users                            $      700.00
0223001        PhoneLine - 10 Users                           $    1,050.00
0223002        PhoneLine - 25 Users                           $    1,925.00
0223003        PhoneLine - 50 Users                           $    2,975.00
0223004        PhoneLine - 100 Users                          $    3,725.00
0223005        PhoneLine - 250 Users                          $    7,875.00
0223006        PhoneLine - 500 Users                          $   13,375.00
0223007        PhoneLine - 1000 Users                         $   21,125.00
</TABLE>

<PAGE>

                       NEC AMERICA SOFTWARE LICENSE AGREEMENTS

THE FOLLOWING LICENSE AGREEMENT SETS FORTH THE TERMS UNDER WHICH NECAM LICENSES
THE FOLLOWING PRODUCTS TO END-USER CUSTOMERS.

A.   SUPPORT EXPRESS AND PHONEKITS

                  NECAM PERSONAL COMPUTER PROGRAM LICENSE AGREEMENT

PLEASE CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE OPENING THIS
DISKETTE PACKAGE.

OPENING THE PACKAGE INDICATES THAT YOU HAVE ACCEPTED THESE TERMS AND CONDITIONS.
IF YOU DO NOT AGREE WITH THEM, YOU SHOULD IMMEDIATELY RETURN THE PACKAGE
UNOPENED. YOU WILL BE REIMBURSED OR CREDITED ACCORDING TO THE POLICY OF THE
AUTHORIZED NECAM DEALER OR NECAM REPRESENTATIVE FROM WHOM YOU OBTAINED THE
PACKAGE. UNDER NO CIRCUMSTANCES SHOULD YOU ACCEPT A PROGRAM DISKETTE PACKAGE
THAT HAS ALREADY BEEN OPENED.

NECAM provides this program and licenses its use to you, the licensee, pursuant
to the following terms. (From this point on, references to "you" means "the
licensee", references to "NECAM" means "NEC America, Inc.", and references to
the "program" means the program recorded on the diskette in this package and any
other programs or enhancements to programs which you hereafter may acquire from
NECAM unless such acquisition is subject to another written license agreement.)

You assume responsibility for the selection of the program to achieve your
intended results. Further you are responsible for the installation, use and
results obtained from the program.

LICENSE

Pursuant to this license agreement, you may:

1.   Install and use one copy of the program on a single computer. If the
     program includes functionality that enables your single computer to act as
     a network server, any number of computers or workstations may access or
     otherwise utilize the basic network services of that server.

2.   Also store or install a copy of the program on a storage device, such as a
     network server, used only to install or run the program on your other
     computers over an internal network; however, you must acquire and dedicate
     a license for each separate computer on which the program is installed or
     run from the storage device. A license for the program may not be shared or
     used concurrently on different computers.

You are granted a non-transferable and non-exclusive license to use the 
program in machine readable object code form. Such a license shall include 
the right to operate the program but shall not include a right of, and shall 
be conditional on refraining from, copying (except for one backup copy), 
reproducing, modifying, displaying, marketing, sub-licensing, giving, reverse 
engineering, decompiling, transferring, or distributing the program, or any 
part thereof, neither making the program available to any person, whether on 
a time sharing basis or otherwise, or of creating a derivative of the program.
You acknowledge that you are using only a license to use the program and not 
any title or ownership of the program or any part thereof. 

<PAGE>

COPYRIGHT

THE PROGRAM IS COPYRIGHTED AND EXCEPT AS PERMITTED BY THIS AGREEMENT YOU MAY NOT
DUPLICATE THE PROGRAM OR DISCLOSE IT TO ANY OTHER PARTY IF YOU TRANSFER
POSSESSION OF ANY COPY OF THE PROGRAM OR DISCLOSE THE PROGRAM TO ANOTHER PARTY,
YOUR LICENSE IS AUTOMATICALLY TERMINATED.

TERM

This License Agreement is effective until terminated. You may terminate it
voluntarily at any time. Voluntary termination by you must be accompanied by
complete destruction of the licensed program and copies thereof. NECAM's
Licensor of this program may terminate this License without notice upon your
failure to abide by this Agreement.

FULL WARRANTY OF MEDIA

NECAM warrants to you that the diskette media is free from defects in materials
and workmanship and that it will replace any defective media at no charge, if
any such defect is discovered and the media is returned to NECAM within ninety
(90) days of its purchase. (Any such return should be made, postage paid to
NECAM at the address on this License Agreement, Attention: Software Warranty
Department, together with written notification of the defect).

DISCLAIMER OF SOFTWARE WARRANTIES AND LIABILITIES

NECAM SOFTWARE IS DISTRIBUTED AND LICENSED "AS IS". ALL WARRANTIES, EITHER
EXPRESS OR IMPLIED, ARE DISCLAIMED AS TO THE SOFTWARE AND ITS QUALITY,
PERFORMANCE, OR FITNESS FOR ANY PARTICULAR PURPOSE. YOU, THE CONSUMER, BEAR THE
ENTIRE RISK RELATING TO THE QUALITY OF THE SOFTWARE AND IF THE SOFTWARE PROVES
TO HAVE ANY DEFECTS, YOU ASSUME THE COST OF ANY NECESSARY SERVICING OR REPAIRS.

NECAM MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SOME STATES MAY NOT ALLOW
THE EXCLUSION OF IMPLIED WARRANTIES, SO THAT THE ABOVE EXCLUSION MAY NOT APPLY
TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE
OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

LIABILITY

NECAM'S SOLE OBLIGATION TO YOU SHALL BE THE REPAIR OR REPLACEMENT OF A
NON-CONFORMING PROGRAM. SHOULD THIS REMEDY FAIL OF ITS PURPOSES, NECAM SHALL
HAVE THE OPTION TO REFUND THE LICENSE FEE.

IN NO EVENT SHALL NECAM, ITS LICENSORS, AND/OR ITS DISTRIBUTORS BE RESPONSIBLE
FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES OR LOST PROFITS EVEN IF NECAM HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME STATES MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT
APPLY TO YOU.

This agreement supersedes all prior written or oral agreements, if any, and is
not assignable. It may be amended only expressly in writing signed by both
parties.

<PAGE>
        
YOUR RIGHTS AND NECAM'S RESPONSIBILITIES AS COVERED IN THIS PROGRAM LICENSE
AGREEMENT BECOME EFFECTIVE ONLY WHEN THE "TO BE RETURNED" SECTION OF THE PROGRAM
LICENSE AGREEMENT REGISTRATION CARD (ENCLOSED WITH THE SOFTWARE), FULLY FILLED
IN AND SIGNED BY YOU, HAS BEEN RECEIVED BY NECAM WITHIN FOURTEEN (14) DAYS OF
ITS PURCHASE.

THE REGISTRATION CARD MAY PRESENT ADDITIONAL TERMS AND CONDITIONS. IT IS YOUR
RESPONSIBILITY TO READ ANY SUCH ADDITIONAL TERMS AND CONDITIONS (A COPY WILL BE
PROVIDED TO YOU BY YOUR DEALER) AND TO DETERMINE THAT THEY ARE ACCEPTABLE TO YOU
BEFORE YOU OPEN THIS PACKAGE.

NO SUPPORT OF THIS PROGRAM OF ANY KIND CAN OR WILL BE AVAILABLE UNTIL THE RETURN
SECTION OF THE PROGRAM LICENSE AGREEMENT REGISTRATION CARD HAS BEEN RECEIVED BY
NECAM.


<PAGE>
     
THE FOLLOWING LICENSE AGREEMENT SHALL APPLY TO:

B.   PHONELINE

                  NECAM PERSONAL COMPUTER PROGRAM LICENSE AGREEMENT

PLEASE CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE OPENING THIS
DISKETTE PACKAGE.

OPENING THE PACKAGE INDICATES THAT YOU HAVE ACCEPTED THESE TERMS AND CONDITIONS.
IF YOU DO NOT AGREE WITH THEM, YOU SHOULD IMMEDIATELY RETURN THE PACKAGE
UNOPENED. YOU WILL BE REIMBURSED OR CREDITED ACCORDING TO THE POLICY OF THE
AUTHORIZED NECAM DEALER OR NECAM REPRESENTATIVE FROM WHOM YOU OBTAINED THE
PACKAGE. UNDER NO CIRCUMSTANCES SHOULD YOU ACCEPT A PROGRAM DISKETTE PACKAGE
THAT HAS ALREADY BEEN OPENED.

NECAM provides this program and licenses its use to you, the licensee, pursuant
to the following terms. (From this point on, references to "you" means "the
licensee", references to "NECAM" means "NEC America, Inc.", and references to
the "program" means the program recorded on the diskette in this package and any
other programs or enhancements to programs which you hereafter may acquire from
NECAM unless such acquisition is subject to another written license agreement.)

You assume responsibility for the selection of the program to achieve your
intended results. Further you are responsible for the installation, use and
results obtained from the program.

LICENSE

Pursuant to this license agreement, you may:

3.   Install and use one copy of the program per user.

4.   Also store or install a copy of the program on a storage device, such as a
     network server, used only to install or run the program on your other
     computers over an internal network; however, you must acquire and dedicate
     a license for each separate computer on which the program is installed or
     run from the storage device. A license for the program may not be shared or
     used concurrently on different computers.

You are granted a non-transferable and non-exclusive license to use the program
in machine readable object code form. Such a license shall include the right to
operate the program but shall not include a right of, and shall be conditional
on refraining from, copying (except for one backup copy), reproducing,
modifying, displaying, marketing, sub-licensing, giving, reverse engineering,
decompiling, transferring, or distributing the program, or any part thereof,
neither making the program available to any person, whether on a time sharing
basis or otherwise, or of creating a derivative of the program. You acknowledge
that you are using only a license to use the program and not any title or
ownership of the program or any part thereof.

COPYRIGHT

THE PROGRAM IS COPYRIGHTED AND EXCEPT AS PERMITTED BY THIS AGREEMENT YOU MAY NOT
DUPLICATE THE PROGRAM OR DISCLOSE IT TO ANY OTHER PARTY IF YOU TRANSFER
POSSESSION OF ANY COPY OF THE PROGRAM OR DISCLOSE THE PROGRAM TO ANOTHER PARTY,
YOUR LICENSE IS AUTOMATICALLY TERMINATED.
     

<PAGE>

TERM

This License Agreement is effective until terminated. You may terminate it
voluntarily at any time. Voluntary termination by you must be accompanied by
complete destruction of the licensed program and copies thereof. NECAM's
Licensor of this program may terminate this License without notice upon your
failure to abide by this Agreement.

FULL WARRANTY OF MEDIA

NECAM warrants to you that the diskette media is free from defects in materials
and workmanship and that it will replace any defective media at no charge, if
any such defect is discovered and the media is returned to NECAM within ninety
(90) days of its purchase. (Any such return should be made, postage paid to
NECAM at the address on this License Agreement, Attention: Software Warranty
Department, together with written notification of the defect).

DISCLAIMER OF SOFTWARE WARRANTIES AND LIABILITIES

NECAM SOFTWARE IS DISTRIBUTED AND LICENSED "AS IS". ALL WARRANTIES, EITHER
EXPRESS OR IMPLIED, ARE DISCLAIMED AS TO THE SOFTWARE AND ITS QUALITY,
PERFORMANCE, OR FITNESS FOR ANY PARTICULAR PURPOSE. YOU, THE CONSUMER, BEAR THE
ENTIRE RISK RELATING TO THE QUALITY OF THE SOFTWARE AND IF THE SOFTWARE PROVES
TO HAVE ANY DEFECTS, YOU ASSUME THE COST OF ANY NECESSARY SERVICING OR REPAIRS.

NECAM MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SOME STATES MAY NOT ALLOW
THE EXCLUSION OF IMPLIED WARRANTIES, SO THAT THE ABOVE EXCLUSION MAY NOT APPLY
TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE
OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

LIABILITY

NECAM'S SOLE OBLIGATION TO YOU SHALL BE THE REPAIR OR REPLACEMENT OF A
NON-CONFORMING PROGRAM. SHOULD THIS REMEDY FAIL OF ITS PURPOSES, NECAM SHALL
HAVE THE OPTION TO REFUND THE LICENSE FEE.

IN NO EVENT SHALL NECAM, ITS LICENSORS, AND/OR ITS DISTRIBUTORS BE RESPONSIBLE
FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES OR LOST PROFITS EVEN IF NECAM HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME STATES MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT
APPLY TO YOU.

This agreement supersedes all prior written or oral agreements, if any, and is
not assignable. It may be amended only expressly in writing signed by both
parties.

YOUR RIGHTS AND NECAM'S RESPONSIBILITIES AS COVERED IN THIS PROGRAM LICENSE
AGREEMENT BECOME EFFECTIVE ONLY WHEN THE "TO BE RETURNED" SECTION OF THE PROGRAM
LICENSE AGREEMENT REGISTRATION CARD (ENCLOSED WITH THE SOFTWARE), FULLY FILLED
IN AND SIGNED BY YOU, HAS BEEN RECEIVED BY NECAM WITHIN FOURTEEN (14) DAYS OF
ITS PURCHASE.

THE REGISTRATION CARD MAY PRESENT ADDITIONAL TERMS AND CONDITIONS. IT IS YOUR
RESPONSIBILITY TO READ ANY SUCH ADDITIONAL TERMS AND CONDITIONS (A COPY WILL BE
PROVIDED TO YOU BY YOUR DEALER) AND TO DETERMINE THAT THEY ARE ACCEPTABLE TO YOU
BEFORE YOU OPEN THIS PACKAGE.

NO SUPPORT OF THIS PROGRAM OF ANY KIND CAN OR WILL BE AVAILABLE UNTIL THE RETURN
SECTION OF THE PROGRAM LICENSE AGREEMENT REGISTRATION CARD HAS BEEN RECEIVED BY
NECAM.

<PAGE>

                                     EXHIBIT C
                                          
                        CUSTOMER SOFTWARE LICENSE AGREEMENT

This Customer Software License Agreement is between ______________________,
______________ an authorized NEC America, Inc., Associate or Authorized Reseller
(hereinafter "LICENSOR") and __________________, (hereinafter "LICENSEE").

1. DEFINITIONS

1.01   "CPU" means a central processing unit in the System or SubSystem as
described by the Software License Attachment.

1.02   "Computer Program" means any instruction or instructions in object-code
format for controlling the operation of a CPU.

1.03   "Licensed Product" means:

       a:     The Computer Program furnished hereunder to the LICENSEE as set
              forth Schedule A attached.

       b:     The Computer Program manuals, documentation and any other material
              for the licensed Computer Program.

THE TERM "LICENSED PRODUCT" DOES NOT MEAN OR INCLUDE THE SOURCE-CODE FORMAT FOR
THE COMPUTER PROGRAM SET FORTH ON SCHEDULE A.


2. GRANT OF RIGHTS

2.01   LICENSOR hereby grants the LICENSEE, and the LICENSEE hereby accepts, a
personal, non-transferable and non-exclusive right to use the LICENSED PRODUCT
on one (1) CPU at a time, or a single system where multiple CPU's are provided 
in the configuration set forth on Schedule A, solely for its internal business
purposes.  The LICENSEE understands that the Licensed Product furnished to the
LICENSEE is furnished solely for use in conjunction with the related hardware
PRODUCTS sold by LICENSOR to LICENSEE.  The LICENSEE has no right to use the
Licensed Product so furnished on any CPU other than that such CPU or for any
purpose not specified herein.

2.02   No right, title or interest to the intellectual property in the Licensed
Product is hereby transferred to the LICENSEE, except as expressly granted
herein.

2.03   The LICENSEE shall not copy the Licensed Product except as necessary for
archival/back-up purposes.  When the LICENSEE makes any copy of the Licensed
Products, such copy must include the copyright notice appearing on the Licensed
Product furnished to the LICENSEE.

2.04   The LICENSEE shall not transfer possession of the Licensed Product, nor
any rights conferred herein to any third party, except to a third party who
acquires title to the LICENSEE'S related hardware PRODUCTS, provided such
transferee has executed and provided to NEC America, Inc., a signed copy of 
this Agreement and has tendered to NEC America, Inc., the then current license
transfer fee.

2.05   LICENSEE hereby assures LICENSOR that LICENSEE does not intend to, and
will not knowingly, without prior written consent, if required, of the Office of
Export Administration of the United States Department of Commerce, Washington
D.C. 20230, transmit, directly or indirectly the Licensed Product to Iran, Iraq,
Syria, the People's Republic of China or any Group Q,S,Y or Z country specified
in Supplement No. 1 to Section 770 of the Export Administration Regulations
issued by the United States Department of Commerce or to any other country to
which such transmission is restricted by such Regulations.

2.06   LICENSEE hereby agrees that it shall not reverse compile, disassemble,
alter, add to, delete from, or otherwise modify the LICENSED PRODUCT, except to
the extent that such modification capability is an intended feature of the
LICENSED PRODUCT.

3. LIMITED WARRANTY AND REMEDIES

3.01   For a period of fourteen (14) months from date of shipping at the
LICENSEE'S site specified in Schedule A, LICENSOR warrants that the Licensed
Product will conform to published performance specifications applicable as of
the date of this agreement and will be free from defects in workmanship, under
normal use and service, when correctly installed and maintained.

3.02   LICENSOR'S liability for any LICENSED PRODUCT which is shown to be
defective during its warranty period is limited to:

       a:     replacing the LICENSED PRODUCT or part thereof with a functionally
              equivalent LICENSED PRODUCT or part,
       b:     repairing the LICENSED PRODUCT, or
       c:     issuing credit for the LICENSED PRODUCT

The choice of which of the above warranty remedies to utilize concerning any
particular LICENSED PRODUCT shall be LICENSOR'S.

3.03   In the event that any LICENSED PRODUCT is shown to be defective during
the warranty period, the LICENSEE shall:

       a:     notify LICENSOR or any other authorized NECAM Associate or
              Authorized Reseller providing service to LICENSEE Promptly in
              writing of any claims,
       b:     provide LICENSOR or such other authorized NECAM Associate or
              Authorized Reseller and/or NEC America, Inc., with an opportunity
              to inspect and test the LICENSED PRODUCTS claimed to be defective,
              and
       c:     (if repair or replacement of the LICENSED PRODUCT is selected)
              return the LICENSED PRODUCT to LICENSOR or such other authorized
              NEC Associate, or Authorized Reseller or NEC America, Inc., in
              accordance with instructions provided.

3.04   The above warranty excludes coverage for LICENSE PRODUCTS which were
installed, repaired or maintained by an unauthorized service provider or which
were subjected to misuse, abuse, improper installation or application, improper
maintenance or repair, alteration, accident or negligence in use, improper
temperature, humidity or other environmental condition (including, but not
limited to, lighting or water damage), storage, transportation or handling.

3.05   THE LICENSED PRODUCT WARRANTY CONTAINED IN THIS AGREEMENT IS IN LIEU OF
ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING (BUT NOT LIMITED TO) ANY
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
INCLUDING BUT NOT LIMITED TO PREVENTION, DETECTION OR DETERRENCE OF TOLL FRAUD,
COMPUTER VIRUSES OR OTHER UNAUTHORIZED OR IMPROPER USE OF THE SOFTWARE PRODUCTS.

3.06   LICENSOR's liability for any LICENSED PRODUCT malfunction, shall be
limited to performing one of the remedies specified herein, provided that the
malfunctioning LICENSED PRODUCT is covered by the applicable warranty.  LICENSOR
and LICENSEE hereby agree that if such limitation is declared invalid by a court
of competent jurisdiction, then LICENSOR'S liability shall be limited solely to
a U.S. dollar amount equal to the cost of the malfunctioning LICENSED PRODUCT to
the LICENSEE.  These remedies shall be exclusive and shall be the LICENSEE'S
sole remedies against LICENSOR or NEC America, Inc., or any of its affiliates,
Associates, or Authorized Reseller or suppliers for LICENSED PRODUCT
malfunction.

4. INFRINGEMENT

4.01   LICENSOR represents and warrants that no patent, copyright, trade secret,
trademark, trade name or other proprietary rights has been or will be infringed
by the LICENSEE's use of the LICENSED PRODUCT pursuant to this license.

4.02   If such infringement is alleged or does occur, LICENSEE shall be defended
against any and all claims arising from such allegations of findings of
infringement.  LICENSOR shall, at its expense and sole decision, as the sole
remedy to which LICENSEE shall be entitled:

       a:     procure for LICENSEE the right to use the LICENSED PRODUCT, or
       b:     replace such LICENSED PRODUCT with a comparable, non-infringing
              product, or
       c:     modify such LICENSED PRODUCT to be non-infringing, or 
       d:     terminate the LICENSE for the LICENSED PRODUCT and refund the
              LICENSE fee for such LICENSED PRODUCT or LICENSEE.

5. TERM AND TERMINATION

5.01   This Agreement shall take effect on the date LICENSED PRODUCT is shipped
by NECAM, and shall remain in effect until terminated as provided below.

5.02   If the LICENSEE should breach any of its obligations under this
Agreement, LICENSOR may (in addition to any other remedies available at law or
in equity) terminate this Agreement upon written notice to LICENSEE.

5.03   Upon termination of this Agreement, the LICENSEE shall immediately
discontinue the use of the LICENSED PRODUCT and shall return all copies of the
LICENSED PRODUCT to LICENSOR.

6. MISCELLANEOUS

6.01   This Agreement, including the addenda listed below, sets forth the 
entire agreement and understanding between the parties, neither party shall 
be bound by any conditions, definitions, warranties, understandings or 
representations with respect to such subject matter other than as expressly 
provided herein or as duly set forth on or subsequent to the date hereof in 
writing and signed by a proper and duly authorized representative of the 
party to be bound thereby.

The following Addenda/Exhibits are a part of this Agreement:

Addenda/Exhibits                   Licensor                    Licensor
                                   Initials                    Initials

Schedule A                  
---------------------              --------                    ---------
Schedule B
---------------------              --------                    ---------     

---------------------              --------                    ---------

6.02   IN NO EVENT SHALL LICENSOR OR NEC AMERICA, INC., OR ANY OF ITS
AFFILIATES, ASSOCIATES, AUTHORIZED RESELLERS OR SUPPLIERS BE LIABLE FOR
CONSEQUENTIAL, SPECIAL, INCIDENTAL OR SIMILAR DAMAGES, SUCH AS (BUT NOT LIMITED
TO) "DOWNTIME", EXCESS COSTS OR LOST BUSINESS REVENUES RESULTING FROM A LICENSED
PRODUCT MALFUNCTION FROM UNAUTHORIZED OR IMPROPER USE OF LICENSED PRODUCT
INCLUDING BUT NOT LIMITED TO TOLL FRAUD OR COMPUTER VIRUSES OR FROM LOSS OF USE
OF LICENSED PRODUCT DUE TO INFRINGEMENT CLAIMS.

7. STATISTICAL INFORMATION

7.01   NECAM requests that the LICENSEE complete the Statistical Information
contained within that section on Schedule A to this agreement.  This information
may be used by NECAM for marketing purposes.

WHEREFORE, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT THROUGH THEIR
AUTHORIZED REPRESENTATIVES.


  LICENSOR:                               LICENSEE:
           -------------------------               -------------------------
        BY:                                     BY:
           -------------------------               -------------------------
      NAME:                                   NAME:
           -------------------------               -------------------------
     TITLE:                                  TITLE:
           -------------------------               -------------------------

<PAGE>

                               NEC AMERICA, INC.
                                  SCHEDULE A
                         SOFTWARE LICENSE ATTACHMENT
                     SYSTEM ADD-ONS AND SUPPORT SERVICES
                    (One Attachment Per Software Product)

Product Name:
                    -----------------------------------------------------------
Feature Package:  
                    -----------------------------------------------------------
Product Capacity:  
                    -----------------------------------------------------------
Other:
                    -----------------------------------------------------------
                    
Licensed From:      
                    -----------------------------------------------------------
(NECAM Associate)   
                    -----------------------------------------------------------
                    City                       St            Zip     
                        ----------------------   -----------    ---------------

Licensed To:
                    -----------------------------------------------------------

                    -----------------------------------------------------------
                    City                       St            Zip     
                        ----------------------   -----------    ---------------
Location of Product:
                    -----------------------------------------------------------
(if different)
                    -----------------------------------------------------------
                    City                       St            Zip     
                        ----------------------   -----------    ---------------
Sales Contact:
                    -----------------------------------------------------------

                    -----------------------------------------------------------
                    City                       St            Zip     
                        ----------------------   -----------    ---------------
                    Phone No.
                             --------------------------------------------------
                    Fax No.
                           ----------------------------------------------------
                    Email:
                          -----------------------------------------------------
Tech Contact:
                    -----------------------------------------------------------

                    -----------------------------------------------------------
                    City                       St            Zip     
                        ----------------------   -----------    ---------------
                    Phone No.
                             --------------------------------------------------
                    Fax No.
                           ----------------------------------------------------
                    Email:
                          -----------------------------------------------------
                    Switchroom Phone No.
                                        ---------------------------------------

Licensee Signature:
                    -----------------------------------------------------------
Print Name:
                    -----------------------------------------------------------
Title:
                    -----------------------------------------------------------
Date:
                    -----------------------------------------------------------
License Serial No:
                    -----------------------------------------------------------

ACD II, III, or IV
                  -------------------------------------------------------------
Package or Module ACD
                     ----------------------------------------------------------
Redundancy or Non-redundancy
                            ---------------------------------------------------


ACD IV-100 Pkg.
               ----------------------------------------------------------------
ACD IV-200 Pkg.
               ----------------------------------------------------------------
ACD IV-100 Module
                 --------------------------------------------------------------
ACD IV-200 Module
                 --------------------------------------------------------------
ACD IV-300 Module
                 --------------------------------------------------------------
ACD IV-400 Module
                 --------------------------------------------------------------
ACD IV-500 Module
                 --------------------------------------------------------------


This schedule lists the system add-ons and support services that are covered 
under this Software License Agreement and are not standard with the system. 
The extra items listed on this schedule are included in the new system 
installation and are therefore covered by this license agreement.

DEVELOPER TOOLS
If software developer tools (toolkits) were included with the system and are 
covered under this Software License Agreement.

SPARE PARTS
If spare parts and/or peripheral equipment were included with the system and 
are covered under this Software License Agreement.

CUSTOMIZATION CHARGES
The system hardware or system software customization charges were applied to 
the system and are covered under this Software License Agreement. 

OTHER DELIVERABLES
The other deliverables were included in the system installation and are 
covered under this or another Software License Agreement.

ENGINEERING CONSULTING SERVICES
The engineering consulting or support services were implemented with the new 
system and is covered under this Software License Agreement.

ON-SITE TECHNICAL SUPPORT
NECAM agrees to arrange to provide on-site technical support in accordance 
with the rates.


SCHEDULE B
(CUSTOMER) HEREBY ACKNOWLEDGES THAT THE USE AND OPERATION OF ANY 
INTENTIONAL RADIATOR EQUIPMENT REQUIRING A PART15.311 FCC LABEL AND SUBJECT 
TO UTAM CLEARING FEES, THE OPERATION OF WHICH MAKES USE OF ANY PART OF THE 
UNLICENSED PERSONAL COMMUNICATIONS SERVICES ("UPCS") FREQUENCY SPECTRUM ("UPCS 
RADIATING PART"), IS SUBJECT FCC RULES AND REGULATIONS AND UTAM REQUIREMENTS 
AND INSTRUCTIONS WITH RESPECT TO INTERFERENCE TO LICENSED FIXED MICROWAVE 
FACILITIES AND TO THE RELOCATION OF ANY SUCH UPCS RADIATING PART. (CUSTOMER) 
AGREES THAT (ITS) USE OR OPERATION OF ANY UPCS RADIATING PART SHALL COMPLY 
WITH ALL RULES, REGULATIONS, REQUIREMENTS AND INSTRUCTIONS.
NECAM SHALL NOT BE RESPONSIBLE FOR THE FAILURE OF ANY NEAX WIRELESS PRODUCT 
TO CONFORM TO PUBLISHED SPECIFICATIONS, WHICH FAILURE IS ATTRIBUTABLE TO 
ENVIRONMENTAL OR STRUCTURAL CAUSES BEYOND NECAM'S CONTROL. EACH AGREEMENT 
BETWEEN ASSOCIATE OR AUTHORIZED RESELLER AND AN END-USER SHALL INCLUDE AN 
ANALOGOUS DISCLAIMER IN A FORM SATISFACTORY TO NECAM.

                                                           NEC Stock No. 200900
                                                                  Revision 4/98
                            NEC CUSTOMER SERVICE COPY