Exhibit 10.20

                      DEVELOPMENT AND PURCHASING AGREEMENT

                                 BY AND BETWEEN

                               COMDIAL CORPORATION

                                       AND

                               HARRIS CORPORATION
                       DIGITAL TELEPHONE SYSTEMS DIVISION


         This  Development and Purchasing  Agreement is made and entered into as
of February 21,  1997,  by and between  HARRIS  CORPORATION,  DIGITAL  TELEPHONE
SYSTEMS DIVISION  (hereinafter  referred to as "Buyer"), a corporation organized
under  the laws of the State of  Delaware  and  having  its  principal  place of
business at 300 Bel Marin Keys Boulevard,  Novato, California 94949, and COMDIAL
CORPORATION (hereinafter referred to as "Seller"), a corporation organized under
the laws of the State of Delaware and having its principal  place of business at
1180 Seminole Trail, Charlottesville, Virginia 22901.

                                    RECITALS

         A. Each of Seller and Buyer is engaged in the  business of  developing,
manufacturing and selling telecommunications equipment and products.

         B. Seller is presently developing the Boston Product Line.

         C. Buyer desires to engage Seller to modify  certain  components of the
Boston  Product Line in accordance  with  technical  specifications  provided by
Buyer  in  order  to  develop,  engineer,  manufacture  and  support  a line  of
proprietary  digital  telephones for sale by Seller  exclusively  to Buyer,  and
Seller  desires to accept such  engagement,  all on the terms and conditions set
forth in this Agreement (which,  together with the Attachments  attached hereto,
is referred to as the "Agreement").

                                    AGREEMENT

         NOW,  THEREFORE,  in consideration of the premises,  mutual  covenants,
representations,  warranties and agreements set forth in this  Agreement,  Buyer
and Seller agree as follows:

1.0      DEFINITIONS

         The  capitalized  terms used in this Agreement  shall have the meanings
set forth on Attachment A, unless otherwise  expressly  defined herein or unless
the context clearly requires an alternate meaning.

2.0      DOCUMENTS INCLUDED

         2.1. This Agreement consists of this document,  all written amendments,
modifications and supplements hereto, all change orders, all Purchase Orders and
all Attachments listed below, each of which is integrated and made a part of the
Agreement and all of which together constitute the Agreement.

                  Attachment A              Definitions
                  Attachment B              Statement
                                            of Work,  dated as of  February  21,
                                            1997,  approved  by both  Seller and
                                            Buyer
                  Attachment C              Estimated  Product  Requirements and
                                            Product Pricing
                  Attachment D              Form of Purchase Order
                  Attachment E              Form  of   Seller's   New   Products
                                            Release for Shipment Form
                  Attachment F              Repair  Prices  for Out of  Warranty
                                            Repairs
                  Attachment G              Engineering Schedule
                  Attachment H              New Products Release Schedule

         2.2.  If a  conflict  or  inconsistency  exists  among  the  terms  and
conditions of this  Agreement  (excluding the Statement of Work and any Purchase
Orders),  the Statement of Work, or any Purchase  Order,  the following order of
precedence  shall govern and control  interpretation  of the documents:  (i) the
terms of the  Agreement  shall  prevail over the terms of both the  Statement of
Work and any  Purchase  Order,  (ii) the terms of the  Statement  of Work  shall
prevail over the terms of any Purchase Order. Notwithstanding the foregoing, the
parties may mutually agree in writing to a different order of precedence for any
Purchase Order.

3.0      PRODUCT DEVELOPMENT AND DESIGN

         3.1.  Seller has  previously  provided to Buyer  copies of the hardware
specifications  for  the  Boston  Product  Line  entitled   "Electrical  Product
Specification  for Boston," dated October 28, 1996, and software  specifications
for Buyer's Impact telephones entitled "Impact Telephone  Communications (8012S,
8112S, 8024S, 8124S)," dated May 29, 1996.

         3.2.  Buyer has provided or shall  provide  Seller on an ongoing  basis
with complete, accurate and updated technical and functional descriptions of the
Products to be developed  and  manufactured  by Seller,  including all necessary
deviations from or changes to the hardware and software specifications set forth
in Section , all in  sufficient  detail to permit  Seller to design and  develop
Products for Buyer's 20-20 product line.  The statement of work attached  hereto
as Attachment B (the "Statement of Work") is incorporated into this Agreement.

                  3.2.1.  Seller shall have at least ten (10)  Business  Days to
         review and accept any technical and/or  functional  descriptions of the
         Products  which  Buyer  provides  to  Seller  after  the  date  of this
         Agreement. Buyer shall reimburse Seller for any additional NRE Expenses
         which Seller  reasonably  expects to incur as a result of incorporating
         such  additional   technical  and  functional   requirements  into  the
         Products.

         3.3. Based on the Statement of Work, Seller will be responsible for the
design,  development  and  engineering  of the  Products  so that  they meet the
following requirements:

                  3.3.1. The Products will meet the  specifications set forth in
         the Statement of Work,  including,  but not limited to, the description
         of  functions  and  features,   and  will  perform   satisfactorily  in
         accordance with the performance  criteria and testing  requirements set
         forth in the Statement of Work; and

                  3.3.2.   The  Products  will  be  designed  and  developed  in
         accordance with industry standards set forth in Statement of Work.

         3.4.  Buyer and Seller  shall assist and  cooperate  with each other as
reasonably   necessary  to  develop  the  Products  and  meet  their  respective
obligations under this Agreement and the Statement of Work.

         3.5.   Seller  shall  be  responsible   for  design,   development  and
engineering  of  all  hardware  associated  with  the  modification  of  certain
components  of the  Boston  Product  Line to  comply  with  and  conform  to the
Statement of Work, including the following specific tasks:

                  3.5.1. Manufacture plastic cases for the Products with Buyer's
         logo.  Buyer  and  Seller  shall  mutually  agree on the  colors of the
         plastic  cases  that  will be  standard  colors  for  purposes  of this
         Agreement.

                  3.5.2.  Redesign certain aspects of the hardware of the Boston
         Product Line as required for the Products,  including  redesigning  the
         line  interface  and  transmission  characteristics  required  for  the
         Products to be  compatible  with  Buyer's  PBX,  redesigning  the power
         supply to support the 44 volt to 56 volt  operational  range of Buyer's
         PBX,  redesigning the microprocessor to support the download feature of
         Buyer's PBX,  designing a liquid crystal  display to support 2 X 20 LCD
         messages   from  Buyer's  PBX,  and,  if  required,   redesigning   the
         headset/handset jack interface.

                  3.5.3.  Design new printed  circuit board ("PCB")  layouts for
         all models of the  Products,  but only if the PCB  layouts  used in the
         Boston Product Line will not function with Buyer's 20-20 product line.

                  3.5.4.  Build  and  test  prototypes  of  all  models  of  the
Products.

                  3.5.5. Provide Buyer with test data and technical  information
         to  assist  Buyer  in  obtaining   necessary   governmental  and  other
         certifications and permits for the Products.

                  3.5.6.  Provide  Buyer with three (3)  documentation  packages
         containing a stock list,  drawings and circuit  description  of the PCB
         assembly for each model of the Products.

                  3.5.7. Permit Buyer to use the Boston Firmware source code and
         provide Buyer with  engineering  support  related to the Boston Product
         Line's  speakerphone  and  associated  software  drivers  for the  sole
         purpose of allowing  Buyer to develop  firmware for the Novato  Product
         Line.

                  3.5.8.  Provide all technical  changes or modifications to the
         Products and all required  engineering  support which are necessary for
         Buyer to obtain the approvals, licenses,  certifications or permits set
         forth in subparagraphs and .

                  3.5.9.  Provide  limited  review and  comments on all firmware
         functional and detailed  design  specifications,  if any,  submitted by
         Buyer to Seller.

         3.6.  Upon  Seller's  completion  of  designs  for  all  models  of the
Products,  including  drawings,  schematics,  circuit  descriptions,  mechanical
product specifications,  mechanical design  verification/assurance test data and
stock  lists  in  accordance  with  the  Statement  of Work  (collectively,  the
"Designs"),  but prior to Seller's  beginning to develop and build prototypes of
the Products, Seller shall submit the Designs to Buyer for review and approval.

                           3.6.1.  Within  ten  (10)  Business  Days of  Buyer's
                           receipt of the Designs,  Buyer shall notify Seller in
                           writing of Buyer's approval of the Designs or Buyer's
                           requested modifications to the Designs.
                  3.6.2.  Seller  shall  use  reasonable  efforts  to amend  the
         Designs in order to comply with Buyer's requested modifications.  Buyer
         shall  reimburse  Seller for any  additional  NRE Expenses  incurred by
         Seller  as a result  of any  modifications  to the  Designs  which  are
         outside  the  scope of or  exceed  the  requirements  set  forth in the
         Statement of Work.  Prior to making any  modifications  to the Designs,
         Seller shall  provide a good faith  estimate to Buyer in writing of the
         additional  NRE Expenses  which Seller  expects to incur in  connection
         with the  design  modifications  requested  by Buyer.  Buyer and Seller
         shall agree in writing which of Buyer's requested modifications will be
         incorporated into the Designs.

                  3.6.3. When Buyer approves the Designs,  Seller shall commence
         developing  and building an initial  prototype of each of the Products,
         including designing PCB layouts for the Products,  creating artwork for
         the PCBs,  producing the PCBs,  ordering  parts for the  Products,  and
         building and testing actual prototypes of each of the Products.

         3.7. For each of models 8501A, 8501M, 8612S, 8624S, IH24X,  IHIST-A and
IHIST-M, Seller shall deliver an Alpha Prototype to Buyer in accordance with the
requirements  and  specifications  set forth in this  Agreement,  including  the
Statement of Work, and according to the schedule set forth in Attachment G. Upon
Seller's  completion of an Alpha  Prototype for each model,  Seller shall submit
five (5) units of such Alpha Prototype to Buyer for review and approval.

                  3.7.1.  Within ten (10) Business Days of Buyer's receipt of an
         Alpha  Prototype,  Buyer  shall  notify  Seller in  writing  of Buyer's
         requested modifications to such Alpha Prototype.

                  3.7.2.  Seller  shall use  reasonable  efforts to  incorporate
         Buyer's requested  modifications into a Beta Prototype of such Product.
         Buyer shall reimburse  Seller for any additional NRE Expenses  incurred
         by  Seller  as a result of any  modifications  to the  Alpha  Prototype
         requested  by Buyer  which  are  outside  the  scope of or  exceed  the
         requirements  set forth in the  Statement of Work.  Prior to making any
         modifications to the Alpha Prototype, Seller shall provide a good faith
         estimate  to Buyer in  writing of the  additional  NRE  Expenses  which
         Seller expects to incur in connection with the modifications  requested
         by Buyer. Buyer and Seller shall mutually agree on which  modifications
         will be incorporated into the Beta Prototype of such Product.

         3.8. For each of models 8501A, 8501M, 8612S, 8624S, IH24X,  IHIST-A and
IHIST-M,  Seller shall deliver a Beta Prototype to Buyer in accordance  with the
requirements  and  specifications  set forth in this  Agreement,  including  the
Statement of Work, and according to the schedule set forth in Attachment G. Upon
Seller's completion of a Beta Prototype for each model, Seller shall submit five
(5) units of such Beta Prototype to Buyer for review and approval.

                  3.8.1.  Within ten (10) Business Days of Buyer's  receipt of a
         Beta  Prototype of a Product,  Buyer shall notify  Seller in writing of
         Buyer's   approval  of  such  Beta   Prototype  or  Buyer's   requested
         modifications to the Beta Prototype.

                  3.8.2.  Seller  shall use  reasonable  efforts to  incorporate
         Buyer's requested  modifications into such Beta Prototype.  Buyer shall
         reimburse Seller for any additional NRE Expenses  incurred by Seller as
         a result of any modifications to such Beta Prototype requested by Buyer
         which are outside the scope of or exceed the  requirements set forth in
         the  Statement  of Work.  Prior to making any  modifications  to a Beta
         Prototype,  Seller  shall  provide a good  faith  estimate  to Buyer in
         writing of the additional NRE Expenses which Seller expects to incur in
         connection with the modifications  requested by Buyer. Buyer and Seller
         shall mutually agree on which  modifications  will be incorporated into
         the Beta Prototype.

                  3.8.3.  Buyer  may  purchase  additional  units  of the  Alpha
         Prototypes  and/or  Beta  Prototypes  of  each  model  of the  Products
         pursuant to a separate  Purchase  Order under this Agreement at a price
         per unit which is mutually agreed by Seller and Buyer. Seller shall not
         submit  the  costs of such  additional  Alpha  Prototypes  and/or  Beta
         Prototypes to Buyer for reimbursement as NRE Expenses.

         3.9.  Following  Buyer's  approval of the Beta  Prototype of a Product,
Buyer shall  submit a Purchase  Order to Seller for pilot models of such Product
("Product  Pilot  Models")  for field  testing  to be  performed  by Buyer  with
cooperation and support from Seller, including,  Seller's timely remedial action
in response to problems  encountered during field testing which Buyer and Seller
mutually agree are Seller's responsibility. Buyer's Purchase Order shall contain
a mutually agreed upon price per unit for the Product Pilot Models. Seller shall
not submit the costs of the Product Pilot Models for  reimbursement  by Buyer as
NRE Expenses.

         3.10.  When Buyer and Seller  mutually agree that a Product Pilot Model
has met all testing requirements, including field testing, and is ready for full
production  by Seller,  Buyer and Seller shall execute a QC Release for Shipment
document with respect to such Product Pilot Model, in substantially the form set
forth in Attachment E hereto. Upon execution by Buyer and Seller of a QC Release
for Shipment  document with respect to a Product  Pilot Model,  Seller may begin
production manufacturing of such model.

         3.11.   Seller   shall   develop   validation   test   procedures   and
specifications  for the Products based on Seller's  demonstrated  practices with
respect to product  testing.  Such test procedures and  specifications  shall be
submitted by Seller for review and approval by Buyer.  Buyer shall have ten (10)
Business Days after receipt of such  procedures  and  specifications  to approve
them or recommend modifications to Seller. Seller and Buyer shall mutually agree
on all validation test procedures and specifications for the Products.

         3.12.    Buyer shall be responsible for:

                  3.12.1.  Designing,  developing and  engineering  the firmware
         for the Products, either internally or using third-parties;

                  3.12.2.  Integrating the Products with Buyer's PBX,  including
         system integration testing and associated performance level testing;

                  3.12.3.  Developing    Product   logos,   user   manuals   and
         advertising material;

                  3.12.4.  Obtaining,  at Buyer's expense,  all federal or state
         governmental,  agency or other approvals,  licenses,  certifications or
         permits  which  are  necessary  or  required  in  order  for  Buyer  to
         distribute  the Products  for sale to the public in the United  States,
         including,  but not limited to,  compliance with (i)  registration  and
         technical   standards   requirements   of  Part   68  of  the   Federal
         Communications  Commission's  Rules and Regulations,  (ii) the National
         Electrical  Code and  regulations  thereunder,  (iii)  requirements  of
         Subpart J of Part 15 of the Federal  Communications  Commission's Rules
         and  Regulations   relating  to  suppression  of  radio  frequency  and
         electromagnetic  radiation  to  specified  levels  and  (iv)  technical
         standards   required  to  obtain   certification   from   Underwriters'
         Laboratories.

                  3.12.5.   Obtaining,   at  Buyer's   expense,   all   European
         governmental,  agency or other approvals,  licenses,  certifications or
         permits  which  are  necessary  or  required  in  order  for  Buyer  to
         distribute  the Products for sale to the public in European  countries,
         including,  but not  limited  to,  compliance  with (i)  Safety  -- Low
         Voltage Directive  72/23/EEC as amended by Directive  93/68/EEC,  EN 60
         950, BS 6301, (ii)  Emission/Susceptibility -- EMC Directive 89/336/EEC
         as amended by Directive  93/68/EEC,  EN 55 022, EN 55 024, EN 50-081-1,
         EN 50 082-1,  CISPR 22,  (iii)  General -- Telecom  Terminal  Directive
         91/263/EEC as amended by Directive 93/68/EEC, and (iv) "CE" marking.

                  3.12.6.  Coordinating  and  performing  all field  trials with
         reasonable support and cooperation from Seller;

                  3.12.7.  Preparing all system level engineering  documentation
         required  for  Products  meeting  all  requirements  for QC Release for
         Shipment;

                  3.12.8.  Coordinating  Product  roll out,  including,  but not
         limited  to,  preparing   marketing  and  promotional   literature  and
         providing training associated with the Products; and

                  3.12.9.   Providing  first  tier  technical  support  for  the
Products to Buyer's customers.

         3.13. Subject to the terms of Section 3.13.5, Buyer agrees to reimburse
Seller for all of Seller's  non-recurring  engineering and design expenses ("NRE
Expenses")  directly  attributable  to  Seller's  development  of the  Products,
including  without  limitation,  engineering  time,  materials costs, and travel
expenses to and from Buyer's  facilities,  but  excluding  expenses  incurred by
Seller in connection  with general design and  engineering of the Boston Product
Line.

                  3.13.1.   Buyer  shall  make  advances  against  Seller's  NRE
         Expenses  in five  (5)  installments  as  follows:  (i)  $109,800  upon
         execution of this Agreement, (ii) $100,000 upon Buyer's approval of the
         Designs, (iii) $83,000 upon Buyer's approval of the Alpha Prototypes of
         the Products, (iv) $36,600 upon Buyer's approval of Beta Prototypes and
         (v) $36,600 upon QC Release for Shipment of all models of the Products.

                  3.13.2.  Within  ten  (10)  Business  Days  of the end of each
         calendar  month  during this  Agreement,  Seller  shall submit a status
         report of all NRE Expenses incurred by Seller during the prior calendar
         month  to  Buyer's  Purchasing  Department  to  the  attention  of  the
         Purchasing  Manager at Buyer's location in Novato,  California.  Within
         ten (10) Business Days after Buyer's receipt of Seller's status report,
         Buyer shall notify Seller in writing of Buyer's approval or disapproval
         of any NRE Expenses  contained in such status report. If Buyer does not
         indicate any  disapproval  of any NRE Expenses  within thirty (30) days
         after Buyer's receipt of Seller's status report,  Buyer shall be deemed
         to have approved the NRE Expenses contained  therein.  Buyer and Seller
         agree to negotiate in good faith to resolve any disputes related to NRE
         Expenses.

                  3.13.3.  Within thirty (30) Business Days of Seller's  receipt
         of the first  Purchase  Order  from  Buyer  following  QC  Release  for
         Shipment of the Products, Seller shall submit a final report of all NRE
         Expenses  incurred  by Seller in  connection  with  development  of the
         Products together with itemized  supporting  documentation for such NRE
         Expenses.  If Seller has incurred  total actual NRE Expenses  which are
         less than  $366,000,  Seller  shall repay Buyer an amount  equal to the
         difference  between  the actual  NRE  Expenses  incurred  by Seller and
         $366,000.

                  3.13.4.  Seller  agrees to notify  Buyer when the NRE Expenses
         reach $366,000, and Buyer may approve, in Buyer's sole discretion,  NRE
         Expenses in excess of that  amount.  If Buyer  approves NRE Expenses in
         excess of $366,000  pursuant to this  Agreement or if Seller incurs NRE
         Expenses due to Buyer's  delay as set forth in Section  3.13.5,  within
         thirty (30) days after Buyer's receipt of Seller's final report,  Buyer
         shall  remit  payment to Seller for any such NRE  Expenses in excess of
         $366,000.

                  3.13.5.   Notwithstanding   any   provision  to  the  contrary
         contained in this Agreement,  except as provided in subsections  3.7.2,
         3.8.2 and this 3.13.5, as long as Buyer and Seller comply, within a two
         (2)  week  grace  period,  with  all  requirements  set  forth  in  the
         development  schedule  attached  hereto as  Attachment G, Seller agrees
         that Buyer shall have no obligation  to reimburse  Seller for aggregate
         NRE  Expenses  in excess of $366,000  incurred by Seller in  connection
         with Seller's  performance  of its  obligations  under this  Agreement,
         including the Statement of Work. If Seller incurs additional direct and
         unavoidable  expenses  due  to  Buyer's  failure  to  comply  with  the
         development  schedule  attached  hereto as  Attachment  G, Buyer  shall
         reimburse  Seller for such  expenses as long as Buyer's  delay is not a
         result of a previous delay by Seller.

         3.14.  Each party shall retain all right,  title and interest in and to
any inventions, discoveries, methods, ideas, hardware and software, know-how and
techniques,  and all intellectual  property rights therein owned or possessed by
such party  and/or its  licensors  as of the date of this  Agreement  ("Existing
Intellectual Property"), which relate or have application to the Products and/or
to the manufacture of the Products or other products generally.  With respect to
the Existing  Intellectual  Property,  the following licenses are granted during
the term of this Agreement:

                  3.14.1.   With  respect  to  Seller's  Existing   Intellectual
         Property  which Seller  discloses to Buyer in the  performance  of this
         Agreement,  Seller  grants  Buyer  a  royalty-free,   non-transferable,
         nonexclusive, worldwide license, sublicense, or, with Seller's consent,
         a license to grant a sublicense,  to use Seller's Existing Intellectual
         Property for the limited purpose of (i) Buyer's development of firmware
         for the Novato Product Line as outlined in Section 3.12 hereof and (ii)
         installing and supporting the Novato Product Line.  Notwithstanding the
         foregoing,  Seller expressly retains at all times all right,  title and
         interest  in  Seller's  Existing  Intellectual  Property  and all other
         technology  related to the Boston  Firmware which Seller provides Buyer
         for the limited  purpose of developing  firmware for the Novato Product
         Line.

                  3.14.2. With respect to Buyer's Existing Intellectual Property
         which Buyer  discloses to Seller in the  performance of this Agreement,
         Buyer grants  Seller a  royalty-free,  non-transferable,  nonexclusive,
         worldwide  license or sublicense to use Buyer's  Existing  Intellectual
         Property  for  the  limited   purpose  of   developing   the  Products,
         manufacturing  the  Products  and  selling the  Products to Buyer.  All
         development of the Products by Seller shall occur at Seller's  facility
         in  Charlottesville,  Virginia.  Notwithstanding  the foregoing,  Buyer
         expressly retains at all times all right, title and interest in Buyer's
         Existing  Intellectual Property and all other technology related to the
         Optic Firmware which Buyer provides  Seller for the limited  purpose of
         developing  the  Products,  manufacturing  the Products and selling the
         Products to Buyer.

         3.15. Seller shall own all intellectual  property rights in inventions,
discoveries,  methods,  ideas,  hardware,  software,  know-how  and  techniques,
including,  but not limited to, all technical  information,  schematics,  source
code, object code, data,  designs,  sketches,  drawings,  blueprints,  patterns,
models,  molds,  fixtures,  tools and any other materials  derived from or based
upon the  Boston  Product  Line,  which are made,  created,  developed,  written
conceived or first reduced to practice in the course of, arising out of, or as a
result of work done  under  this  Agreement  ("Seller's  Developed  Intellectual
Property"). With respect to Seller's Developed Intellectual Property, as long as
Seller is  manufacturing  the Products for sale to Buyer,  Seller grants Buyer a
nonexclusive, royalty-free,  non-transferable, worldwide license to use Seller's
Developed  Intellectual  Property  for  the  limited  purposes  of  (i)  Buyer's
development of certain components of the Novato Product Line and (ii) installing
and supporting the Novato Product Line.

         3.16. Buyer shall own all  intellectual  property rights in inventions,
discoveries,  methods,  ideas,  hardware,  software,  know-how  and  techniques,
including,  but not limited to, all technical  information,  schematics,  source
code,  object code, data and any other materials  derived from or based upon the
Optic Firmware, which are made, created,  developed,  written conceived or first
reduced to  practice  in the course of,  arising  out of, or as a result of work
done under this Agreement  ("Buyer's  Developed  Intellectual  Property").  With
respect  to  Buyer's  Developed  Intellectual  Property,  as long as  Seller  is
manufacturing   the  Products  for  sale  to  Buyer,   Buyer  grants   Seller  a
nonexclusive, royalty-free,  non-transferable,  worldwide license to use Buyer's
Developed Intellectual Property for the limited purpose developing the Products,
manufacturing the Products and selling the Products to Buyer. All development of
the  Products by Seller  shall occur at  Seller's  facility in  Charlottesville,
Virginia.

         3.17. Buyer and Seller shall mutually agree upon procedures,  including
escalation  procedures and required  response  times,  for first-tier  technical
support  of the  Products  to be  provided  by Buyer and  second-tier  technical
support of the Products to be provided by Seller.

         3.18.  Attachment G sets forth the engineering  schedule for the design
and development of the Products, (other than the IHIST-A and IHIST-M modules) as
of the date of this  Agreement.  The parties  recognize  that with their  mutual
agreement,  this schedule may be altered during the course of Product design and
development,  to reflect the  occurrences  of events that will have an effect on
the schedule.  The IHIST modules will follow the schedule for the Boston Product
Line and are expected to be completed prior to the other Products.

         3.19.  Attachment  H sets forth the Product  Release  Schedule  for the
Products,  as of the date of this  Agreement.  The parties  recognize  that with
their  mutual  agreement,  this  schedule  may be  altered  during the course of
Product  design and  development,  to reflect the occurences of events that will
have an effect on the schedule.

         3.20. Buyer and Seller agree to conduct regularly  scheduled  meetings,
in person or via teleconference,  to exchange  information,  discuss development
progress, respond to issues or problems and review schedules.

4.0      MANUFACTURING

         4.1 During the term of this  Agreement,  Seller  agrees to maintain its
manufacturing  processes in accordance with standard industry  practices and ISO
9001 guidelines or equivalent standards.

         4.2 All Products shall be manufactured by Seller and furnished to Buyer
in strict  conformity with the QC Release for Shipment  version of each model of
the  Products.  Seller's  failure to deliver  Products  which  conform to the QC
Release for Shipment version of a Product model shall justify Buyer's  rejection
of  nonconforming  Products.  Seller  agrees to repair or  replace,  at Seller's
expense,  non-conforming  Products within a reasonable period following Seller's
receipt  of a written  notice  from  Buyer  describing  the  manner in which the
Products at issue do not conform  with the QC Release  for  Shipment  version of
such Product.

         4.3 Seller shall  manufacture  the Products in accordance with Seller's
normal  high level of  quality  and  product  reliability.  Seller has  in-house
capability   to  use  surface   mount   technology   ("SMT")   assembly  at  its
Charlottesville, Virginia manufacturing facility.

         4.4 Seller shall provide  internal yield data and supplier  performance
data for the  Products  as  reasonably  requested  by  Buyer  and  which  can be
reasonably generated through Seller's data systems.

5.0      MANUFACTURING RIGHTS

         5.1 Seller agrees that the Products and any pricing associated with the
Products are PROPRIETARY to Buyer at its Novato,  California location. Except as
expressly  permitted  by this  Agreement,  Seller  shall not use or disclose any
information  related  to  the  Products  or  pricing  of  the  Products  to  any
third-party,   including  any  of  Buyer's  Affiliates   subsidiaries  or  joint
venturers, without Buyer's prior written consent.

         5.2 Seller shall provide complete and updated information regarding the
design, manufacture and test results for the Products, including all information
related to the QC Release for Shipment  versions of the Products  (collectively,
the "Escrowed Information"),  to an escrow agent upon terms and conditions which
are mutually agreeable to Buyer, Seller and the escrow agent.

                  5.2.1 If this Agreement is terminated due to Seller's Material
         Breach in  accordance  with  Article  19.0  hereof or Seller  otherwise
         discontinues manufacture of the Products for reasons including, but not
         limited to, Seller's dissolution or bankruptcy, Buyer shall be entitled
         to obtain the Escrowed  Information  from the escrow agent on terms and
         conditions as are mutually  agreed upon by Buyer and Seller in writing.
         If Buyer is entitled  to obtain the  Escrowed  Information  pursuant to
         this  Subsection   5.2.1,   Seller  shall  grant  Buyer  an  exclusive,
         non-transferable, worldwide license to use the Escrowed Information for
         the sole purpose of enabling Buyer or a third-party designated by Buyer
         to  manufacture  the  Products.  Buyer and Seller agree that during the
         period  beginning on the date of this Agreement and  terminating on the
         fifth  anniversary  thereof,  Buyer  shall be  entitled  to obtain such
         license  of the  Escrowed  Information  on a  royalty-free  basis  and,
         thereafter,  shall pay such royalty as Buyer and Seller shall  mutually
         agree.

                  5.2.2 The Escrowed Information shall be returned to Seller and
         the escrow arrangements shall terminate at such time as both Seller and
         Buyer agree to discontinue manufacture of the Products.

         5.3 Seller  agrees to give  Buyer not less than six (6) months  advance
written notice of any plans to discontinue  manufacture of the Products.  Seller
and Buyer shall negotiate in good faith to find an alternative means for meeting
Buyer's  future demand for the Products which may include,  without  limitation,
Seller's  manufacturing  a sufficient  supply of the Products to enable Buyer to
phase the Novato Product Line out of use or Seller's  transferring  the Escrowed
Information as described in Section .

6.0      PURCHASE OF PRODUCTS AND PRICING

         6.1 Buyer shall purchase  Products in accordance with the provisions of
this Agreement.

         6.2  Buyer's  estimated  annual  requirements  for  the  Products  (the
"Estimated  Product  Requirements") and Seller's pricing of the Products are set
forth on Attachment C hereto.  Buyer shall  maintain on hand and in inventory at
any given  time a dollar  amount of  Products  which is  adequate  to  provide a
reasonable level of service to Buyer's customers.

         6.3 The prices set forth in Attachment C have been mutually agreed upon
by Buyer and Seller but are based upon Buyer's  purchase of all of the Estimated
Product  Requirements.  If Buyer does not purchase all of the Estimated  Product
Requirements in any year, Buyer shall not be subject to an upward price revision
and/or  billback  for such year.  Seller may amend  Attachment  C and adjust the
prices of the Products in any subsequent year following a material  reduction in
Products  purchased  by Buyer,  provided,  however,  that Seller and Buyer shall
mutually  agree to such price  adjustment  taking into account  Buyer's  reduced
requirements.

         6.4 If Seller  achieves a reduction in the cost of any component  which
is used in the  Products,  Seller  shall make a  proportionate  reduction in the
price of any Products  which utilize such  component so that such cost reduction
is shared equally between Buyer and Seller. Any such price reduction shall apply
to any unfilled  Purchase  Orders and all Purchase  Orders received by Seller at
its Charlottesville,  Virginia offices after the effective date of the reduction
in price of the component.  Seller shall give Buyer a credit equal to the amount
of such price  decrease for all such  Products held by Buyer in its inventory on
the effective date of the price decrease,  to be applied towards the purchase of
additional Products.

         6.5 Buyer and Seller shall  consult every ninety (90) days after Seller
commences  delivery of the Products to determine whether further cost reductions
for the Products can be economically achieved through design, material,  process
or other changes.

         6.6 The  benefit  of any cost  reductions  in the  Products  which  are
achieved as a result of design or materials changes, whether initiated by Seller
or  jointly  by Seller  and Buyer,  shall be shared  equally  between  Buyer and
Seller.

         6.7  This  Agreement  does  not  cover  Seller's   support  to  Buyer's
Affiliates,  joint  venturers,  and/or  technology  transfer  partners which may
require  subassembly supply and/or component pricing.  Buyer and Seller agree to
negotiate  in good faith to develop  separate  written  agreements  which  shall
address such matters in detail.

         6.8  Seller's  prices do not  include any taxes or other  charges.  All
taxes, sales, use or privilege taxes, value-added taxes, excise or similar taxes
or assessments,  shipping,  handling,  insurance,  brokerage,  and other related
charges levied by any  governmental  organization  or pertaining to the Products
(including its sale and shipment to Buyer) shall be paid by Buyer.

7.0      PURCHASE ORDERS

         7.1 Buyer, or divisions or majority-owned  subsidiaries of Buyer listed
on Attachment C hereto,  shall submit to Seller orders for Products  required by
an Approved  Purchaser on Purchase Orders ("Purchase  Order") which shall comply
with the provisions set forth in Attachment D hereto,  shall be in such form and
contain  such  information  as  may  be  designated  by  Seller,  including  the
appropriate  Product  codes,  the  quantity  of  Products  ordered,  the desired
shipping dates,  shipping method and the  destinations to which the Products are
to be shipped.

         7.2 During any twelve (12) month  period,  Buyer shall submit  Purchase
Orders for  Products  in  standard  colors at an average  rate of 2400 units per
month, in accordance with Attachment C.

         7.3 If Buyer  submits a Purchase  Order for Products in a  non-standard
color as defined in 3.5.1,  Seller shall be entitled to purchase plastic pellets
in bulk amounts which would allow Seller to produce  approximately 2000 units of
plastic  casings  for such  Products in such color  regardless  of the number of
Products  actually  ordered by Buyer.  Seller shall store any remaining  plastic
pellets for use in other  Products in such color which Buyer may order from time
to time thereafter until such inventory is depleted. Seller shall be entitled to
invoice  Buyer  for  any  additional  materials  costs  incurred  by  Seller  in
connection with  non-standard  color requests and for any unused plastic pellets
which Seller has in inventory for more than eighteen (18) months.

         7.4 Seller is authorized  to purchase raw  materials  against the first
month of Buyer's  forecasted  demand  beyond  booked  orders as set forth in the
forecast to be provided by Buyer in accordance with Section hereof. Seller shall
obtain written authorization from Buyer prior to procuring any components or raw
materials  required  specifically  for the Products which require long lead-time
ordering or for which Buyer can obtain a volume discount for purchasing  amounts
in excess of the amounts set forth in the foregoing sentence.

         7.5 Seller  shall  acknowledge  all  Purchase  Orders  within  five (5)
Business Days of Seller's receipt thereof.  Purchase Orders  containing  special
requests or requirements  may require a longer period for Seller's  response and
acknowledgment.

         7.6 All Purchase  Orders shall be subject to and governed solely by the
terms of this Agreement, notwithstanding any additional or different terms which
may be contained in any document submitted by either party.

         7.7  Seller  will make  reasonable  efforts  to  furnish  a  sufficient
quantity of Products to meet the resale  requirements of Buyer,  and Buyer shall
make reasonable efforts to ensure that it orders from Seller a reasonable, level
and consistent quantity of Products throughout the term of this Agreement.

         7.8 At all times, Seller shall maintain a buffer inventory level of the
Products  equivalent  to the  lesser of  one-twelfth  of the  Estimated  Product
Requirements or Buyer's forecasted demand for the next month as set forth in the
forecast  provided by Buyer pursuant to Section . At the end of the term of this
Agreement, Buyer shall be responsible for any remaining inventory held by Seller
in accordance with this Section 7.8 and shall issue a delivery schedule,  not to
exceed ninety (90) days, for such remaining inventory.

         7.9 At least  five (5)  Business  Days prior to the  beginning  of each
calendar month during the term of this Agreement, Buyer shall supply Seller with
a twenty-six (26) week forecast of Buyer's demand for each of the Products.

         7.10 If Seller encounters an unforeseen shortage of parts or components
("Shortage  Items") used in the  manufacture  of the Boston Product Line and the
Novato  Product Line,  Seller shall  apportion  such  Shortage  Items for use in
manufacturing the Boston Product Line and the Novato Product Line  substantially
in  accordance  with the ratio of Buyer's firm orders or  forecasted  demand for
Products  requiring  such  Shortage  Items  to  total  demand  for all  products
requiring such Shortage Items,  determined by reference to the forecast provided
by Buyer pursuant to Section and Seller's internal forecast documentation,  each
as of the date on which the Shortage Items were originally ordered by Seller.

8.0      CANCELLATION OF PURCHASE ORDERS

         8.1 Buyer may cancel any Purchase Order under this Agreement,  in whole
or in part, by written notice to Seller. If a Purchase Order is canceled for any
reason other than a Material Breach by Seller under this Agreement,  Buyer shall
bear all costs and  expenses  for any work in process or  materials in inventory
(but only to the extent  such  materials  in  inventory  cannot be used in other
products manufactured by Seller) covered by the canceled Purchase Order.

9.0      TERMS OF PAYMENT

         9.1 Seller shall  invoice  Buyer for each order  placed by Buyer,  upon
shipment  to Buyer of the  Products so  ordered.  Any dispute  about an invoice,
including questions relating to proof of shipment,  price discrepancy,  quantity
discrepancy,  and freight charges,  must be reported to Seller in writing within
fifteen  (15) days after  Buyer's  receipt of Seller's  invoice.  Any request to
adjust an invoice  that is submitted to Seller more than fifteen (15) days after
Buyer's  receipt of  Seller's  invoice  may be  rejected  by  Seller,  and if so
rejected, Buyer will not be entitled to the requested adjustment.

         9.2 Payment of the purchase  price for Products  purchased  pursuant to
this Agreement,  including taxes,  costs and fees as set forth in Section hereof
and any shipping  costs,  shall be made by Buyer within  fifteen (15) days after
receipt of Seller's invoice for such Products.  Buyer shall be obligated to make
payment  to  Seller  in a  timely  fashion  for  Products  which  it  purchases,
regardless of whether such Products are retained in Buyer's inventory or sold to
customers,  and if sold,  regardless of whether such  customers make payments to
Buyer.

                  9.3  Invoices  not paid within the period  allowed for payment
thereof  shall be subject to interest on the unpaid amount at the rate of twelve
percent (12%) per annum or the maximum contract rate fixed by law,  whichever is
less,  computed  from the date upon which  such  payment is deemed to be overdue
until paid. If an invoice sent to Buyer  contains a  discrepancy  or error which
Buyer asserts in writing to Seller and in good faith within the time allowed for
payment  thereof,  the disputed  items on such  invoice  shall not be subject to
interest for late payment  provided  such items are paid in full within  fifteen
(15) Business Days after resolution of the asserted discrepancy or error.

         9.4 If Buyer does not pay to or reimburse Seller for any cost or charge
imposed  on Buyer  pursuant  to this  Agreement,  and in  addition  to any other
remedies it may have in law or equity,  Seller may offset such  amounts  against
any  obligations of Seller to Buyer under this Agreement or otherwise.  If Buyer
has a credit due from  Seller,  Seller will issue a credit memo to Buyer,  which
Buyer may  thereafter  apply  towards  payment  of Buyer's  accounts  payable to
Seller. Upon request from Buyer for a return  authorization,  Seller agrees that
it will either  issue such return  authorization  or provide  Buyer with written
substantiation for the refusal to issue the return  authorization  within thirty
(30) days of the request by Buyer. If Seller fails to issue a credit or a return
authorization or provide written  substantiation for the refusal, Buyer shall be
entitled to offset the value of the credit or product against  Buyer's  accounts
payable to Seller.

10.0     SHIPPING

                  10.1 Title and risk of loss or damage to Products purchased by
Buyer  shall pass to the Buyer upon  delivery  of such  Products  by Seller to a
common carrier or other agency for shipment to Buyer.

                  10.2 All  Products  purchased  by Buyer  shall be  shipped  by
Seller to Buyer F.O.B.  Charlottesville,  Virginia.  Seller shall use reasonable
efforts to ship Products to Buyer in accordance  with Buyer's  written  shipping
instructions.

                  10.3 At Buyer's  request and with  Seller's  approval,  Seller
will  establish  a  program  for drop  shipping  Products  directly  to  Buyer's
customers or Affiliates.

                  10.4 All freight,  transportation,  rigging, crating, packing,
demurrage,  insurance,  and handling charges, as well as customs duties,  taxes,
export  licenses,  and fees of the customs broker and shipping  agent,  shall be
paid by Buyer.

11.0     QUALITY AND RELIABILITY

         11.1 Seller acknowledges that Buyer expects that all Products delivered
to Buyer  shall be of an  acceptable  quality as  measured  at Buyer's  incoming
inspection.

         11.2 Prior to  commencing  shipment of the  Products  to Buyer,  Seller
shall submit the Products to mutually  agreed  testing  procedures  developed in
accordance with the Statement of Work.

         11.3  Seller  will  be  provided  regular  quality  rating  reports  in
accordance  with  Buyer's  supplier  management  program and Buyer's  procedures
governing such program ("Buyer's Supplier Management Program"). Buyer's Supplier
Management  Program  provides that if, during any calendar month during the term
of this Agreement,  less than ninety-six percent (96%) of the Products delivered
by Seller to Buyer meet Buyer's  requirements  for quality,  Buyer shall issue a
written   supplier   corrective   action  report  (a  "SCAR")  to  Seller  which
specifically  describes the quality defects  discovered by Buyer. If, during the
month immediately  following the month for which the SCAR was issued,  less than
ninety-six  percent  (96%) of the  Products  delivered  by Seller to Buyer  meet
Buyer's requirements for quality, Buyer and Seller shall hold an on-site meeting
to discuss  corrective  action.  If,  during  the three (3)  months  immediately
following the month for which the on-site meeting was held, less than ninety-six
percent  (96%)  of the  Products  delivered  by  Seller  to Buyer  meet  Buyer's
requirements for quality, a Material Breach of this Agreement shall be deemed to
have  occurred and Buyer shall be entitled to all remedies set forth in Articles
 .0 and .0 of this Agreement.

12.0     WARRANTY AND SERVICE

         12.1  Seller  warrants  that  Products  sold to Buyer  pursuant to this
Agreement will perform in accordance with the QC Release for Shipment version of
such Product and will be free from defects in material and  workmanship  for the
longer of two (2) years  from the date of  manufacture  or one (1) year from the
date of delivery  from Seller to Buyer (the  "Warranty  Period"),  provided that
such Products are installed in compliance with Seller's written  specifications,
to the extent  applicable,  and given normal  service and  maintenance  by Buyer
during the Warranty  Period.  Seller's  obligation  under this warranty shall be
limited to repairing or replacing,  at Seller's  option,  any part(s) that prove
defective under normal and proper use and service for the Warranty  Period.  For
such repairs and replacements, Buyer shall pay the cost for shipment to Seller's
plant; and Seller shall pay the cost for shipment from its plant.  This warranty
shall not apply to lamps, fuses, batteries or other such items normally consumed
in operation which have a normal life shorter than the Warranty Period.

         12.2 THE  WARRANTIES  CONTAINED  IN THIS  ARTICLE .0 ARE IN LIEU OF ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR
FITNESS  FOR  ANY  PARTICULAR  PURPOSE.  THESE  WARRANTIES  SHALL  BE VOID AS TO
PRODUCTS DAMAGED OR RENDERED  UNSERVICEABLE OR  NON-FUNCTIONAL  BY NEGLIGENCE OF
NON-SELLER PERSONNEL,  MISUSE, THEFT, VANDALISM,  FIRE, LIGHTNING, POWER SURGES,
WATER OR OTHER  PERIL OR ACTS OF GOD,  OR BY  BUYER'S  FAILURE  TO  COMPLY  WITH
PUBLISHED  TECHNICAL  REQUIREMENTS  OR BY SERVICES OR PRODUCTS OF OTHER VENDORS,
INCLUDING WITHOUT  LIMITATION THE LINES OF ANY LOCAL EXCHANGE TELEPHONE COMPANY.
REPAIR OR ALTERATION  OF PRODUCTS BY PERSONS NOT  AUTHORIZED BY SELLER VOIDS THE
WARRANTY.  LIABILITY OF SELLER  HEREUNDER IS EXPRESSLY  LIMITED TO THE REPAIR OR
REPLACEMENT  DESCRIBED  ABOVE,  AND IN NO EVENT  SHALL  SELLER BE LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SUCH AS LOST SALES, LOST
PROFITS  OR INJURY TO  PROPERTY,  IN  RESPECT  OF  WARRANTY  CLAIMS OR ANY OTHER
ECONOMIC  DAMAGES  RELATING TO THE PERFORMANCE OR FUNCTIONALITY OF THE PRODUCTS,
WHETHER THEY ARE ALLEGED TO ARISE IN CONTRACT OR TORT OR  OTHERWISE.  NO EXPRESS
OR IMPLIED  WARRANTY IS MADE AGAINST  INTRUSIONS INTO SELLER'S VOICE  PROCESSING
SYSTEMS BY  FRAUDULENT  CALLERS  OR  AGAINST  ANY TOLL  FRAUD.  SELLER  MAKES NO
WARRANTIES AS TO THE LAWFULNESS OF USING ANY FEATURE OF THE PRODUCTS TO MONITOR,
RECORD OR FORWARD ANY ORAL, WIRE OR ELECTRONIC COMMUNICATION.

         12.3 Seller shall not be liable for any warranty  offered by Buyer that
differs from the  warranty  quoted  above.  Seller does not warrant any Products
that have been modified without Seller's prior written consent,  and Buyer shall
not make or permit to be made, any alterations or  modifications of any Products
without the prior written  consent of Seller.  Buyer agrees to hold harmless and
indemnify  Seller  against  claims  of any  kind  related  to  any  unauthorized
alterations or modifications of Products made or authorized by Buyer, or related
to warranties by Buyer that differ from the warranty quoted above.

13.0     RETURN OF PRODUCTS

         13.1 "In  warranty"  defective  Products  shall be  returned to Seller,
postage or freight prepaid.  Seller will, at its option,  repair or replace such
defective Products free of charge.  Within fifteen (15) days of Seller's receipt
of defective  Products,  Seller  shall ship,  at Seller's  expense,  repaired or
replacement  Products to Buyer, F.O.B.  Charlottesville.  All repaired defective
Products  will carry the  original  warranty  period or an  additional  one-year
warranty,  whichever  is greater.  On a calendar  quarterly  basis,  Seller will
reimburse  Buyer for the "average"  return freight charges and insurance for all
"in warranty"  returns during such quarter.  The "average" return freight charge
shall be  determined  by the  parties,  by reference  to "in  warranty"  Product
returns during the first full calendar quarter of Product shipment.

         13.2 "Out of  warranty"  defective  Products may be returned to Seller,
postage or freight  prepaid,  without prior  authorization.  Seller will, at its
option,  repair or replace the defective  Products.  Units are re-dated to allow
for a new warranty,  which is one-year.  All repair work is billed at prevailing
rates, which, for purposes of this Agreement only, Seller agrees not to increase
more than five percent (5%) in any calendar year. Repair rates for calendar year
1997 are set forth in  Attachment  F,  subject to change in 1998 and  subsequent
years in accordance with the provisions of this section.
         3.1. Returned Products must be carefully packed to prevent damage.  Any
damage incurred during shipment will be the  responsibility  of the sender.  All
returns  should  be  sent  to:  Comdial   Corporation,   1180  Seminole   Trail,
Charlottesville, Virginia 22901, Attention: Comdial Product Services. A complete
repair rate schedule is available upon request.

         13.3 Seller  agrees to provide  repair  service for all  Products  sold
under  this  Agreement  for a period of five (5)  years  after  shipment  of the
Products unless the Products have been misused or are beyond repair. Thereafter,
Seller  shall  determine  on a year to year basis,  in its sole  discretion  and
subject to the availability of required parts, whether to provide repair service
for any additional period.

14.0     REPRESENTATIONS AND WARRANTIES BY BUYER

         14.1 Buyer represents and warrants to Seller that:

                  14.1.1  Buyer has the full  power and  authority  to  execute,
         deliver and perform this  Agreement  and to carry out the  transactions
         contemplated hereby;

                  14.1.2 the execution  and delivery of this  Agreement by Buyer
         and the carrying out by Buyer of the transactions  contemplated  hereby
         have been duly authorized by all requisite  corporate action,  and this
         Agreement has been duly executed and delivered by Buyer and constitutes
         the legal, valid and binding obligation of Buyer,  enforceable  against
         it in accordance with the terms hereof,  subject to limitations imposed
         by bankruptcy, insolvency, reorganization,  moratorium or other similar
         laws relating to or affecting  the  enforcement  of  creditors'  rights
         generally and general principles of equity;

                  14.1.3 to the best of  Buyer's  knowledge,  no  authorization,
         consent,   approval   or  order,   or   notice   to  or   registration,
         qualification,  declaration or filing with, any governmental authority,
         is required for the execution,  delivery and  performance by such party
         of this Agreement or the carrying out by such party of the transactions
         contemplated hereby;

                  14.1.4  to  the  best  of  Buyer's  knowledge,   none  of  the
         execution,  delivery and  performance by Buyer of this  Agreement,  the
         compliance with the terms and provisions  hereof,  and the carrying out
         of the transactions  contemplated hereby,  materially conflicts or will
         conflict with or result in a material breach or violation of any of the
         terms,  conditions,  or  provisions  of any law,  governmental  rule or
         regulation  or  organizational  document,  as  amended,  or bylaws,  as
         amended, of Buyer or any applicable order, writ,  injunction,  judgment
         or decree of any court or  governmental  authority  against Buyer or by
         which it or any of its  properties  is  bound,  or any loan  agreement,
         indenture,   mortgage,  bond,  note,  resolution,   contract  or  other
         agreement or  instrument  to which such Buyer is a party or by which it
         or any of its properties is bound,  or constitutes or will constitute a
         default  thereunder or will result in the imposition of any third party
         lien upon any of its properties; and

                  14.1.5   there   are  no  legal   proceedings,   arbitrations,
         administrative   actions  or  other   proceedings   by  or  before  any
         governmental or regulatory  authority or agency, now pending or, to the
         knowledge  of  Buyer,  threatened  against  Buyer  party  or any of its
         subsidiaries that if adversely determined, could reasonably be expected
         to have a material  adverse  effect on Buyer's  ability to perform  its
         obligations under this Agreement.

15.0     REPRESENTATIONS AND WARRANTIES BY SELLER

         15.1 Seller represents and warrants to Buyer that:

                  15.1.1  Seller has the full power and  authority  to  execute,
         deliver and perform this  Agreement  and to carry out the  transactions
         contemplated hereby;

                  15.1.2 the execution and delivery of this  Agreement by Seller
         and the carrying out by Seller of the transactions  contemplated hereby
         have been duly authorized by all requisite  corporate action,  and this
         Agreement   has  been  duly   executed  and  delivered  by  Seller  and
         constitutes  the  legal,   valid  and  binding  obligation  of  Seller,
         enforceable against it in accordance with the terms hereof,  subject to
         limitations   imposed  by   bankruptcy,   insolvency,   reorganization,
         moratorium   or  other  similar  laws  relating  to  or  affecting  the
         enforcement of creditors'  rights  generally and general  principles of
         equity;

                  15.1.3 to the best of Seller's  knowledge,  no  authorization,
         consent,   approval   or  order,   or   notice   to  or   registration,
         qualification,  declaration or filing with, any governmental authority,
         is required for the execution,  delivery and  performance by such party
         of this Agreement or the carrying out by such party of the transactions
         contemplated hereby;

                  15.1.4  to  the  best  of  Seller's  knowledge,  none  of  the
         execution,  delivery and performance by Seller of this  Agreement,  the
         compliance with the terms and provisions  hereof,  and the carrying out
         of the transactions  contemplated hereby,  materially conflicts or will
         conflict with or result in a material breach or violation of any of the
         terms,  conditions,  or  provisions  of any law,  governmental  rule or
         regulation  or  organizational  document,  as  amended,  or bylaws,  as
         amended, of Seller or any applicable order, writ, injunction,  judgment
         or decree of any court or governmental  authority  against Seller or by
         which it or any of its  properties  is  bound,  or any loan  agreement,
         indenture,   mortgage,  bond,  note,  resolution,   contract  or  other
         agreement or  instrument to which such Seller is a party or by which it
         or any of its properties is bound,  or constitutes or will constitute a
         default  thereunder or will result in the imposition of any third party
         lien upon any of its properties; and

                  15.1.5   there   are  no  legal   proceedings,   arbitrations,
         administrative   actions  or  other   proceedings   by  or  before  any
         governmental or regulatory  authority or agency, now pending or, to the
         knowledge  of Seller,  threatened  against  Seller  party or any of its
         subsidiaries that if adversely determined, could reasonably be expected
         to have a material  adverse  effect on Seller's  ability to perform its
         obligations under this Agreement.

16.0     INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

         16.1 Buyer agrees to notify Seller  promptly (but in no case later than
ten (10) Business Days following Buyer's actual or constructive  notice thereof)
of any actual or threatened  activity by any third party which might  constitute
an  infringement  or  unauthorized  or  deceptive  use by any  person  of any of
Seller's  copyrights,  patents  or  other  proprietary  rights  related  to  the
Products.  Seller reserves the sole and exclusive right to institute,  maintain,
and  settle  any  proceedings  for  the  infringement  or  deceptive  use of the
Intellectual  Property.  At Seller's  expense,  Buyer agrees to  cooperate  with
Seller and to provide all reasonable assistance which may be requested by Seller
in connection with any action which Seller may take regarding any such potential
infringement or deceptive use.

         16.2 Buyer agrees to notify Seller  promptly in writing (but in no case
later than ten (10)  Business  Days  following  Buyer's  actual or  constructive
notice  thereof)  of any  claim  asserted  by a third  party  that  any  Product
infringes  upon the  patent,  copyright,  or  trademark  rights  of  others  (an
"Infringement  Claim").  For purposes of the indemnity  provisions  set forth in
this subparagraph , the term "Product" shall be deemed to include each component
and item of equipment  comprising the Product.  Conditioned upon such notice and
at Seller's expense,  Seller shall (i) at its sole option, defend or settle such
Infringement  Claim,  procure for Buyer the right to sell the Product, or modify
the Product to avoid  infringement,  and (ii)  indemnify and hold Buyer harmless
from any resulting costs or damages, including reasonable attorneys' fees. In no
event,  however,  shall Seller have any  liability  for any claim based upon the
combination,  operation,  or use of  any  Product  applied  with  equipment  not
approved in writing by Seller,  or based upon alterations of the Products by any
person other than Seller.

17.0     INDEMNIFICATION PROVISIONS

         17.1 If Buyer  receives a claim that a Product or any part  thereof has
caused  damage or injury to others,  Buyer shall  immediately  notify  Seller in
writing of any such claim.  Seller  shall defend or settle such claims and shall
indemnify and hold Buyer harmless from any judgment which may be entered against
Buyer as a result of a  defective  Product  or the  negligence  of  Seller,  its
agents,  or its  employees  and all  costs  or  expenses  incurred  by  Buyer in
connection  therewith.  Seller shall further  indemnify and hold Buyer  harmless
from and against,  any and all suits or claims for  personal  injury or property
damage   arising,   or  allegedly   arising  from,   Seller's   performance   or
non-performance of this Agreement. These obligations apply only if the injury or
damages are due to the act,  omission,  fault,  failure or negligence of Seller,
its agents or employees.  Seller  agrees that Buyer may employ  attorneys of its
own selection to appeal and defend the claim or action on behalf  ofBuyer at the
expense of Seller, or, Buyer may elect to allow Seller, at Seller's expense,  to
employ an attorney to defend Buyer provided,  however,  Buyer reserves the right
to approve any such attorney, and in the event of non-approval or the failure of
Seller to employ an attorney, Buyer at its option, shall have the sole authority
for  the  direction  of  the  defense  and  shall  be  the  sole  judge  of  the
acceptability  of any compromise or settlement of any claims for actions against
Buyer.  Seller further agrees to pay the amount of any compromise or settlement.
This provision for indemnification shall survive termination of the Agreement.

         17.2 Buyer shall  indemnify and hold harmless  Seller,  its  employees,
agents,   and  affiliates  from  and  against  any  and  all  claims,   actions,
liabilities,  losses,  and damages  arising out of or in connection with Buyer's
sale, lease, use, and related activities pursuant to this Agreement with respect
to the  Products,  and  resulting  from the  failure of Buyer to comply with all
applicable  laws,  rules  and/or  regulations  regarding  advertising,  selling,
licensing, or exporting the Products, as well as any warranties granted by Buyer
in excess of those  warranties  contained  in Article .0 hereof.  The  foregoing
obligation  to  indemnify   Seller  shall   include,   but  not  be  limited  to
indemnification  against all expenses,  including reasonable attorney's fees and
such  fees on  appeal,  incurred  by Seller in  investigating  and/or  defending
against any claims, action, or liabilities for which indemnification is provided
for herein.  Buyer agrees to defend Seller against any and all claims,  actions,
or liabilities for which  indemnification  is provided for herein,  whether such
claims or actions are rightfully or wrongfully  brought or filed with respect to
the  subject of  indemnification  herein.  Buyer  agrees  that Seller may employ
attorneys  of its own  selection  to appeal  and  defend  the claim or action on
behalf of Seller at the expense of Buyer,  or,  Seller may elect to allow Buyer,
at Buyer's expense,  to employ an attorney to defend Seller  provided,  however,
Seller  reserves  the right to approve  any such  attorney,  and in the event of
non-approval  or the  failure  of Buyer to  employ  an  attorney,  Seller at its
option, shall have the sole authority for the direction of the defense and shall
be the sole judge of the  acceptability  of any  compromise or settlement of any
claims for actions against Seller. Buyer further agrees to pay the amount of any
compromise  or  settlement.  This  provision for  indemnification  shall survive
termination of the Agreement.

18.0     CONFIDENTIAL INFORMATION

         18.1  Obligation:  Buyer and Seller agree to maintain all  Confidential
Information in the strictest  confidence.  Without the prior written  consent of
the  other  party,  Buyer and  Seller  agree not to  disclose  any  Confidential
Information to any third person,  including,  but not limited to, either party's
affiliates,  joint venturers,  technology transfer partners, and not to make use
of any Confidential  Information for any purpose other than design,  engineering
and manufacturing the Products for sale to Buyer.

         18.2  Restricted  Access:  Buyer and Seller agree to restrict access to
all Confidential  Information to only such authorized employees and other agents
who have a need for access to the  Confidential  Information in connection  with
their  activities as contemplated by this Agreement and take all steps necessary
to  ensure  that  such  employees  and  agents  comply  with  the  terms of this
Agreement.  Buyer and Seller  agree to inform all  employees  and agents to whom
Confidential  Information  is disclosed  or made  available of the terms of this
Agreement and to ensure that all such employees and agents comply with the terms
of this Agreement.

         18.3  Return:  All  Confidential  Information  and  all  materials  and
documents  (including copies) containing  Confidential  Information  provided by
either party to the other shall remain the property of the party  providing  the
Confidential  Information and shall be returned to such party  immediately  upon
request.

19.0     TERM AND TERMINATION

         19.1 This  Agreement  will expire sixty (60) months from the date first
written  above unless  earlier  terminated  for a Material  Breach as defined in
Section . Upon  expiration of the term,  this Agreement may be renewed by mutual
consent and agreement of the parties.

         19.2 Upon the  occurrence  and  continuation  of a  Material  Breach by
either party, the non-defaulting party may terminate this Agreement by mailing a
written  termination  notice to the defaulting  party specifying a date not less
than five (5) days after the date of such  notice on which the  Agreement  shall
terminate.  For purposes of this  Agreement,  the term  "Material  Breach" shall
mean:

                  19.2.1  default by Buyer in the  performance or observation of
         any  of  its  material  obligations  or  responsibilities   under  this
         Agreement  and the  continuance  of such  default  for ninety (90) days
         after Buyer's  receipt of written  notice from Seller  specifying  such
         default, provided,  however, that in the case of any such default which
         is of a nature that it is not capable of being cured within such ninety
         (90) day  period,  if Buyer  shall  diligently  commence  to cure  such
         default  within such ninety (90) day period and  diligently and in good
         faith  thereafter  prosecute such cure to  completion,  the time within
         which such  default  must be cured shall be extended for such period as
         is reasonably  necessary to complete the curing thereof with diligence,
         but in no event for more than 120 days; or

                  19.2.2 default by Seller in the  performance or observation of
         any  of  its  material  obligations  or  responsibilities   under  this
         Agreement  and the  continuance  of such  default  for ninety (90) days
         after  Seller's  receipt of written notice from Buyer  specifying  such
         default, provided,  however, that in the case of any such default which
         is of a nature that it is not capable of being cured within such ninety
         (90) day  period,  if Seller  shall  diligently  commence  to cure such
         default  within such ninety (90) day period and  diligently and in good
         faith  thereafter  prosecute such cure to  completion,  the time within
         which such  default  must be cured shall be extended for such period as
         is reasonably  necessary to complete the curing thereof with diligence,
         but in no event for more than 120 days.

         19.3 Within thirty (30) days after the termination of this Agreement by
Buyer without a Material  Breach by Seller,  Buyer will purchase from Seller all
work-in-process and inventory relating to the Products.

         19.4  Notwithstanding  that a date for  termination  of this  Agreement
shall have been established by notice or agreement, Seller shall be obligated to
deliver and Buyer shall be obligated to accept and pay for all such  Products as
Buyer shall have ordered from Seller prior to such termination date. In no event
shall Seller be  obligated to deliver any Products  ordered on or after the date
of  termination,  provided,  however,  that Buyer  shall not be  relieved of any
obligation  to accept and pay for  Products  delivered  by Seller and ordered by
Buyer on or after the date of termination of this Agreement.

         19.5 The  acceptance  of any  Purchase  Order from,  or the sale of any
Products  to,  Buyer  after  the  termination  of this  Agreement  shall  not be
construed as a renewal or extension thereof nor as a waiver of termination,  but
in the  absence  of a new  written  agreement,  all such  transactions  shall be
governed by provisions identical with the provisions of this Agreement.

         19.6  Neither  party  hereto  shall,  by reason of the  termination  or
non-renewal  of this  Agreement  be liable to the other party for  compensation,
reimbursement  or  damages  on  account  of the loss of  prospective  profits on
anticipated  sales,  or on  account  of  expenditures,  investments,  leases  or
commitments in connection with the business or goodwill of such other party.

         19.7 Prior to Seller's commencing  manufacture of the Products, if this
Agreement is  terminated  in  accordance  with this Article 19.0 by Buyer due to
Seller's Material Breach,  Seller shall refund all NRE Expenses  previously paid
by Buyer to Seller. If this Agreement is terminated within such period by Seller
due to  Buyer's  Material  Breach,  Buyer  shall  reimburse  Seller  for all NRE
Expenses  incurred  by  Seller  up  to  and  including  the  effective  date  of
termination.

         19.8 The  termination  of this  Agreement  shall not  relieve  Buyer or
Seller of any obligations and duties which accrued prior to the termination, nor
of  any  duties  or  obligations  under  this  Agreement  which  are  stated  or
necessarily implied to survive its termination.

20.0     DESIGN, PROCESS AND ENGINEERING CHANGES

         20.1 If  reasonably  possible,  Seller agrees to provide six (6) months
advance  notification  and shall obtain written approval of Buyer of any changes
in form,  fit or function of the  Products.  Implementation  of such change will
depend on the  nature of the  change,  lead time  required  to obtain  necessary
parts,  tooling lead time and/or  inventory  on hand.  Seller and Buyer agree to
cooperate to expedite implementation of such changes in a timely manner.

         20.2  All  cost  impacts  and  material  availability  issues  shall be
mutually  reviewed  and agreed  upon in  writing  by Buyer and  Seller  prior to
implementation.

         20.3  Seller and Buyer agree that the phrase  "changes in form,  fit or
function" shall include any change which:
                  (a)      affects Buyer software;
                  (b) affects Buyer  hardware  electrical or mechanical  design;
                  (c) affects the  Products'  external  appearance;  (d) affects
                  Buyer's user documentation; (e) affects the interchangeability
                  of old and new  versions  of the  Products;  or (f) removes or
                  degrades a capability  described in a Product's  data sheet or
                  manual.

The phrase  "changes in form,  fit or  function"  shall not  include  changes to
remedy  "bugs" or other minor  deviations  from the  Statement of Work or the QC
Release   for   Shipment   version   of  the   Products,   changes   to  improve
manufacturability and reliability, or changes of raw-material suppliers.

         20.4 If  Buyer  requests  a  change  in form,  fit or  function  of the
Products  which  results in Seller's  having  obsolete  Products or materials in
inventory which cannot be used by Seller in Seller's other products, Buyer shall
purchase all such obsolete  Products or materials  from Seller at Seller's cost.
Seller shall ship any  obsolete  Products  and/or  materials to Buyer at Buyer's
request.  Buyer  shall  reimburse  Seller  for any costs  incurred  by Seller in
connection with shipping or disposing of obsolete inventory.

         20.5  Buyer  and  Seller  shall   mutually  agree  upon  a  system  for
determining numerical and alpha revision changes to the Products.

21.0     DELIVERY DELAYS

         21.1 Seller shall use reasonable  efforts to ensure prompt  delivery of
all  Products  purchased  by  Buyer  under  this  Agreement.   Buyer's  Supplier
Management  Program  provides that if less than ninety-two  percent (92%) of the
Products  delivered  by Seller to Buyer  during  any  calendar  month  arrive in
accordance  with  delivery  deadlines  set forth in the Purchase  Order for such
Products,  Buyer shall issue a SCAR to Seller.  If,  during the  calendar  month
immediately  following  the  month  for  which  the SCAR was  issued,  less than
ninety-two  percent (92%) of the Products delivered by Seller to Buyer arrive in
accordance  with  delivery  deadlines  set forth in the Purchase  Order for such
Products,  Buyer and Seller shall hold an on-site meeting to discuss  corrective
action.  If,  during the three (3) months  immediately  following  the month for
which the on-site meeting was held,  less than  ninety-two  percent (92%) of the
Products  delivered  by  Seller  to Buyer  arrive in  accordance  with  delivery
deadlines set forth in the Purchase Order for such Products,  a Material  Breach
of this  Agreement  shall be deemed to have occurred and Buyer shall be entitled
to all remedies set forth in Articles .0 and .0 hereof.

22.0     EXCUSABLE DELAYS

         22.1 Seller shall be excused from timely  performance  and shall not be
liable for  failure to  perform,  in whole or in part,  as a result of any cause
beyond  Seller's  reasonable  control,  including,  but not  limited to, acts or
inactions  of  government  whether in its  sovereign  or  contractual  capacity,
judicial action, war, epidemics,  explosions,  civil disturbance,  insurrection,
sabotage, act of a public enemy, strike, labor dispute,  accident,  fire, flood,
rain, snow, storm, or other acts of God, provided that Seller gives Buyer prompt
notice of such delay.

         22.2 In the event of an  excusable  delay,  Seller shall be entitled to
relief from performance  requirements for the duration of the event causing such
delay,  provided,  however,  that if such event exceeds thirty (30) days, Seller
shall  work with Buyer to  establish  an  alternative  method of  supplying  the
Products  until Seller is able to resume  performance of its  obligations  under
this Agreement.

23.0     COMPLIANCE WITH U.S. EXPORT REGULATIONS.

         23.1 Buyer shall comply with the rules and  regulations  under the U.S.
Export  Administration  Act,  the  U.S.  Anti-Boycott  provisions,  and the U.S.
Foreign Corrupt  Practices Act, as well as all of the applicable  U.S.  federal,
state and municipal statutes,  rules and regulations.  Such compliance with U.S.
Export  control laws and  regulations  shall  include,  without  limitation,  an
obligation  to obtain any and all  applicable  or  required  export  licenses or
authorizations  (including  licenses or permits for the re-export of any Product
or  component  thereof)  and,  if so  requested  by Seller,  the  obligation  to
demonstrate to Seller's reasonable satisfaction that all such licenses have been
obtained.

         23.2  Notwithstanding  the terms of Section  23.1,  if Seller agrees to
drop ship any Products to a destination outside of the United States pursuant to
Section 10.3,  Seller shall comply with the rules and regulations under the U.S.
Export  Administration  Act,  the  U.S.  Anti-Boycott  provisions,  and the U.S.
Foreign Corrupt  Practices Act, as well as all of the applicable  U.S.  federal,
state and municipal statutes,  rules and regulations.  Such compliance with U.S.
Export  control laws and  regulations  shall  include,  without  limitation,  an
obligation  to obtain any and all  applicable  or  required  export  licenses or
authorizations  (including  licenses or permits for the re-export of any Product
or  component  thereof)  and,  if so  requested  by  Buyer,  the  obligation  to
demonstrate to Buyer's reasonable  satisfaction that all such licenses have been
obtained.

24.0     FOREIGN CORRUPT PRACTICES ACT.

         The parties  acknowledge that they are familiar with and understand the
provisions  of the United  States  Foreign  Corrupt  Practices  Act of 1977 (the
"Act"). In connection therewith, the parties agree that neither they, nor any of
their  officers,  directors,  employees  or  representatives,  shall  do  or  be
instructed to do any of the following:

                  24.1  Pay or  give  anything  of  value,  either  directly  or
         indirectly, to an official of any government or any political party for
         the purpose of influencing an act or decision in such person's official
         capacity,  or inducing such person to use influence with the government
         in order to assist them in obtaining or retaining business for or with,
         or  directing  business  to,  any  person,  or for  any  other  purpose
         whatsoever; or

                  24.2 Use any  compensation  received  from the other party for
         any purpose, nor take any action, which would constitute a violation of
         any law of the  United  States of  America  (including  the Act) or any
         country or governmental authority within the Territory.

25.0     NOTIFICATION

         All notices and other communications  hereunder shall be in writing and
shall be deemed given if delivered  personally,  telecopied (which is confirmed)
or mailed by  registered  or certified  mail (return  receipt  requested) to the
parties at the  following  addresses  (or at such other  address  for a party as
shall be specified by like notice):

                  If to Buyer at:

                           Harris Corporation
                           300 Bel Marin Keys Boulevard
                           Novato, California 94949
                           Attn: Purchasing Manager
                           Fax: (415) 382-5156

                  If to Seller at:

                           Comdial Corporation
                           1180 Seminole Trail
                           Charlottesville, Virginia 22906
                           Attn: Wayne R. Wilver, Senior Vice President
                           Fax: (804) 978-2512


                  with a copy to:

                           McGuire, Woods, Battle & Boothe, LLP
                           P. O. Box 1288
                           418 East Jefferson Street
                           Charlottesville, Virginia 22902
                           Attn: Robert E. Stroud, Esq.
                           Fax: (804) 980-2272

26.0     GOVERNMENT CONTRACTS

         26.1 If  Products  to be  furnished  by  Buyer  to  Seller  under  this
Agreement  are to be  used  in  the  performance  of a  government  contract  or
subcontract with the United States of America (a "U.S.  Government Contract) and
a U.S.  Government  Contract number is identified in the Purchase Order for such
Products,  those clauses of the applicable United States procurement regulations
whose inclusion in U.S. Government  Contracts is mandatory under federal statute
or regulation  shall be  incorporated  by reference in the  applicable  Purchase
Order.

         26.2 Seller  agrees to comply with the  following  Federal  Acquisition
Regulation (FAR) clauses which are incorporated by reference  herein:  52.220-4,
Labor Surplus Area Subcontracting Program; 52.222-1, Notice to the Government of
Labor Disputes;  52.222-4 Contract Work Hours and Safety Standards Act--Overtime
Compensation;  52.222-26, Equal Opportunity;  52.222-35,  Affirmative Action for
Special  Disabled and Vietnam Era Veterans;  52.222-35,  Affirmative  Action for
Handicapped Workers; 52.222-37,  Employment Reports on Special Disabled Veterans
and Veterans of the Vietnam Era; 52-222-41,  Service Contract Act; and 52.223-2,
Clean Air and Water Act. Upon Seller's request, copies of these provisions shall
be supplied by Buyer's purchasing department.

27.0     DISPUTE RESOLUTION; REMEDIES

         27.1  During  the term of this  Agreement,  if any  issue,  dispute  or
controversy ("Dispute") should arise between Buyer and Seller, the Dispute shall
be referred to the responsible  senior  management of each party for resolution.
Neither  party shall seek any other means of  resolving  any Dispute  arising in
connection   with  this  Agreement  until  both  parties'   responsible   senior
managements  have had at least five (5)  Business  Days to resolve  the  Dispute
following referral of the Dispute to such responsible senior management.  If the
senior  management  of both  parties are unable to resolve the  Dispute,  either
party may then, at any time,  deliver notice to the other party of its intent to
submit the Dispute to  arbitration,  which  notice  shall  outline the  specific
issues concerning the Dispute which must be resolved (the "Arbitration Notice").

         27.2 Not more than  thirty (30) days after  delivery of an  Arbitration
Notice, either party (for purposes of this Section , the "First Party") may give
notice to the other party (for  purposes of this  Section , the "Second  Party")
that it has designated an arbitrator. Within twenty (20) days of the delivery of
the notice of  designation,  the Second  Party shall be required to  designate a
second  arbitrator  and to notify the First  Party of such  designation.  Within
twenty (20) days of the designation of the second arbitrator, the two designated
arbitrators  shall meet and shall jointly designate a third arbitrator who shall
be neutral and  impartial.  Arbitrators  shall be  qualified  by  education  and
experience in the subject matter of the Dispute and issues to be arbitrated. The
arbitrator  designated by the party-appointed  arbitrators shall be the Chairman
of the arbitration  panel. A  determination  by a majority of the panel shall be
binding upon and enforceable against each party.

         27.3 If for any reason (i) the Second Party shall fails to designate an
arbitrator  after notice of  designation is delivered by the First Party or (ii)
the two party-appointed arbitrators fail to designate a third arbitrator, or the
third  arbitrator  fails for any reason to serve,  such  arbitrator(s)  shall be
designated  by the American  Arbitration  Association  upon the demand of either
Party.

         27.4 Arbitration proceedings initiated by Buyer against Seller shall be
held in  Charlottesville,  Virginia  and  arbitration  proceedings  initiated by
Seller  against  Buyer  shall be held in San  Francisco,  California.  Buyer and
Seller  may  mutually  agree  on an  alternative  location  for any  arbitration
proceeding.

         27.5  Buyer  and  Seller  agree  that any  Dispute  being  resolved  by
arbitration shall be determined pursuant to the provisions of this Agreement and
applicable commercial arbitration rules of the American Arbitration  Association
then in effect,  but only to the extent such rules are not inconsistent with the
provisions of this Agreement.

         27.6 The authority of the arbitrators shall be limited to resolution of
the specific  Dispute and related  issues in  controversy  as  designated by the
parties.

28.0     AMENDMENT OF AGREEMENT

         28.1 This  Agreement may be amended or altered in any of its provisions
by the parties  hereto only by a writing  signed by both  parties,  and any such
amendment shall become effective only when it has been signed by both parties or
at such other time as such amendment may provide.

29.0     SECTION HEADINGS

         29.1 The  section  headings  contained  herein  shall in no way  limit,
extend or interpret the scope or language of this Agreement or of any particular
section,  and such  headings  are  intended to be utilized  only for  convenient
reference.

30.0     ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES

         30.1 This Agreement  (including  the exhibits  hereto and the documents
and instruments  referred to herein) (i)  constitutes  the entire  agreement and
supersedes  all prior  agreements  and  understandings,  both  written and oral,
between the parties with respect to the subject matter  hereof,  and (ii) is not
intended to confer upon any person or entity  other than the parties  hereto any
rights or remedies hereunder.

31.0     GOVERNING LAW

         31.1 This Agreement  shall be governed and construed in accordance with
the laws of the  Commonwealth  of  Virginia  without  regard  to any  applicable
conflicts of law provisions thereof.

32.0     NO ASSIGNMENT

         32.1  Neither  this  Agreement  nor  any of the  rights,  interests  or
obligations hereunder shall be assigned by either of the parties hereto (whether
by operation of law or otherwise) without the prior written consent of the other
party.  Subject to the preceding sentence,  this Agreement will be binding upon,
inure to the benefit of, and be enforceable by the parties and their  respective
successors and assigns.

33.0     INTERPRETATION

         33.1  Unless the  context  requires  otherwise,  all words used in this
Agreement  in the singular  number  shall extend to and include the plural,  all
words in the plural  number  shall  extend to and include the  singular  and all
words in any gender shall extend to and include all genders.  All  references to
contracts,  agreements,  leases and other  understandings or arrangements  shall
refer to oral as well as written matters.

34.0     WAIVER

         34.1 The waiver by either party of a breach or violation of any term or
provision  of this  Agreement  shall not operate nor be construed as a waiver of
any subsequent breach or violation.

35.0     SEVERABILITY

         35.1  The  invalidity  or  unenforceability  of any  provision  in this
Agreement shall not affect or impair the enforcement of any other provision, and
this Agreement  shall be construed as if such invalid or  enforceable  provision
had not been contained in this Agreement.

36.0     COUNTERPART COPIES

         36.1 This Agreement may be executed in two counterpart  copies, both of
which shall be considered  one in the same agreement and shall become binding on
the parties when a  counterpart  copy has been signed by each of the parties and
delivered to other party, it being understood that all parties need not sign the
same counterpart copy.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first above written by their respective officers, each duly authorized.

HARRIS CORPORATION



By:\s\ Jerry A. Hayes

Name: Jerry A. Hayes

Title: Procurement Specialist

Date: March 4, 1997


COMDIAL CORPORATION


By: \s\ William G. Mustain
Name:    William G. Mustain

Title:   President

Date: 3-6-97