<PAGE>

                                 TABLE OF CONTENTS
                                ASSOCIATE AGREEMENT                 EXHIBIT 10.5
<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 and 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                                     13
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                                                   22
26.             Advertising and Promotion                                       22
27.             Force Majeure                                                   22
28.             Assignment                                                      22
29.             Tax                                                             23
30.             Govenment Contracts                                             23
31.             Limitation of Liability                                         24
32.             Limitation of Time Concerning Causes of Action                  24
33.             Choice of Law; Jury Waiver                                      24
34.             Severability                                                    25
35.             Notices                                                         25
36.             Licenses                                                        25
37.             Trademarks                                                      25
38.             Non-Waiver                                                      26
39.             Survival of Obligations                                         26
40.             Shortages                                                       26
41.             Limitation of Authority                                         26
42.             Entire Agreement                                                26

</TABLE>
<PAGE>

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
     ATM Products Appendix
     Extended Warranty Products Appendix
     Facsimile Appendix
     Active Voice Appendix
     Baypoint Innovations Products Appendix
     VoicePoint-Registered Trademark- Teleconferencing Terminal Product Appendix
     CTI Software Products Appendix

EXHIBITS
--------

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


<PAGE>

                               ASSOCIATE AGREEMENT

WHEREAS, NEC AMERICA, INC. ("NECAM"), a New York Corporation, with a
principal place of business located at 1555 Walnut Hill Lane, Irving, Texas
75038, and VICOM, INC., ("ASSOCIATE"), with offices at 9449 SCIENCE CENTER
DRIVE, NEW HOPE, MINNESOTA 55428, 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)  (i) "PBX" as used herein shall mean hardware PRODUCTS as designated
             in the attached NEAX-Registered Trademark- 2400 and
             NEAX-Registered TradeMark- 2000 IVS & NEAX-Registered Trademark-
             1000 IVS/VSP PRODUCT Appendices. (ii) "Applications" as used herein
             shall mean computer software which resides and is executed outside
             of the PBX hardware PRODUCTS.

   (c)  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.

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

<PAGE>

   (e)  NECAM reserves the right to:

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

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

        upon written notice to ASSOCIATE pursuant to Section 35;

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

   (g)  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,
        including but not limited to achievement of the minimum purchase
        requirements, which may be set forth in the 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 Agreement, 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

<PAGE>

          (2)  The requested delivery date.

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

          (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 or 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, the ASSOCIATE hereby agrees that the
          terms and conditions, which appear on the reverse side of NECAM's
          acknowledgement, 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.


                                       3
<PAGE>

          Such credit arrangements and/or limitations shall be as reasonably
          determined by NECAM from time to time, in its sole discretion.

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)  Payments made be made via selected credit cards.  However, ASSOCIATE
          will be subject to a service charge in an amount equal to the actual
          processing fees charged to NECAM by the credit card issuer.

     (d)  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.

     (e)  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:


                                       4



<PAGE>

          (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)  the list of all customers to whom ASSOCIATE has sold or leased
               NECAM 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 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).
          ASSOCIATE further agrees that NECAM may file a copy of this
          ASSOCIATE AGREEMENT to perfect or protect the priority, validity
          and continuity of such securty interest as may be permitted by
          applicable law.

6.   TERM

     (a)  This AGREEMENT will commence on the date signed by an authorized
          representative of NECAM, and will continue until June 30, 2000,
          unless terminated in accordance with the provisions if 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 NECAM 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 or by


                                       5
<PAGE>

          ASSOCIATE at least fifteen (15) days prior to the anniversary date.
          The discounts applicable to the PRODUCTS listed on the Appendices
          shall be adjusted effictive 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 authorizations or the minimum
          purchase requirements on the PRODUCTS Appendices or to redefine the
          TERRITORY designated therein effective upon such 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.

     (d)  Upon receipt of such notice in Section 6(c) above, ASSOCIATE may
          provide fifteen (15) days written notice of nonrenewal of the
          AGREEMENT as provided in Section 6(b) above.

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 of 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.   INSPECTON 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 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


                                       6

<PAGE>

           the PRODUCTS for conformity 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.

     (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 hereto to remedy such defects.

10.  SHIPPING AND BILLING

     For Orders placed hereunder, NECAM shall:

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

     (b)   Remit invoices, statements and notices to the address as 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.


                                        7
<PAGE>

     (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.

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. Notwithstanding the foregoing, the ASSOCIATE's
                 precise obligations regarding response time shall be a matter
                 to be agreed upon between ASSOCIATE and its end-user customers.

           (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


                                        8

<PAGE>

           completion of such training sessions for the issuance of Technician
           Identification Numbers identifying those employees of ASSOCIATE who
           are certified with 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 nonrenewal of
           this AGREEMENT.  In addition to generalized training on particular
           systems, NECAM may require ASSOCIATE technicians to complete
           specialized training to obtain certification to service particular
           subsystems or peripheral products.  NECAM may require such
           specialized training and certification as a prerequisite to obtaining
           telephone support from the National Technical Assistance Center
           (NTAC).  NECAM may, in its sole discretion, waive such certification
           requirement in a particular instance, in which case NECAM may charge
           its customary hourly rates for any telephone support provided.

     (7)   In ordering PRODUCT(S) and SERVICES, ASSOCIATE 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)   (i) 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.
           ASSOCIATE shall defend, indemnify and hold NECAM harmless from any
           third party claims or lawsuits alleging that ASSOCIATE has violated
           the terms of this Section 13(a)(8).

     (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


                                       9

<PAGE>

           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.

     (11)  ASSOCIATE must have Internet access capability to access notices
           which NECAM may post on its Web Page at http://www.cng.nec.com.
           Notices shall be deemed effective on the date they are posted on the
           Web Page.

     (12)  In order to support the above commitments, ASSOCIATE agrees to
           comply with other reasonable requests by NECAM from time to time,
           which are designated 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
           16(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.  Non-refundable 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.
     ASSOCIATE must comply with all applicable guidelines issued by NECAM with
     respect to off-site training.  The ASSOCIATE must provide adequate and
     sufficient demonstration equipment or systems for its students.  Except as
     specifically agreed by NECAM in its sole discretion, NECAM will not provide
     equipment or systems for off-site training.  Only demonstration equipment
     can be used for off-site training, and such demonstration systems and/or
     equipment cannot subsequently be sold to an end-user as new 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:


                                       10

<PAGE>

          (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).

          (2)  Submit to NECAM, on a quarterly basis, an estimate of the
               ASSOCIATE's PRODUCT needs for the next two (2) 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, or update, as requested, the list of such
               certified employees maintained by NECAM.

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,


                                       11
<PAGE>

          (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,

          (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)(8).

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

          (1)  ASSOCIATE knowingly provides false information on a "Customer
               Software License Agreement, Exhibit C",

               or

          (2)  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
          paragraphs 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.


                                       12
<PAGE>

   (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.
        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.

17. RIGHTS UPON TERMINATION

   (a)  In the event of termination by NECAM, NECAM has the right to
        accelerate all outstanding payment obligations and 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 or nonrenewal
        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.

19. NON-EXCLUSIVE MARKET RIGHTS

   (a)  NECAM reserves its right to:

                                       13

<PAGE>

        (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 Agreement, Exhibit C, or such other
             form as NECAM shall require, to conduct surveys or perform other
             marketing functions, as NECAM deems necessary or appropriate.
             NECAM will notify ASSOCIATE prior to commencement of such
             marketing activities.

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 (a), 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,
        provided the ASSOCIATE has incorporated the warranty exclusions and
        liability limitations provided for in Sections 20, 21, 22 and 31 of
        this AGREEMENT.

   (c)  If, in any claim or suit against ASSOCIATE that is defended by NECAM
        pursuant to paragraph (a), 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 under this paragraph shall be ASSOCIATE's
        sole remedy for any prospective effects of any court order or
        settlement.


                                       14

<PAGE>

   (d)  NECAM's total cumulative liability under paragraphs (b) and (c) shall
        be limited to the price paid to NECAM by ASSOCIATE for the
        PRODUCTS(S) together with payment of all litigation costs or as
        provided for in paragraph 20(b).

   (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 for fourteen (14)
        months from the date of shipment to ASSOCIATE 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,

        (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 reserves the right to modify the duration or terms of the
        warranty upon written notice to the ASSOCIATE.

   (c)  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

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


                                       15

<PAGE>

   (e)  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 then current Material Return Authorization ("MRA")
             policy and procedures, which are incorporated herein by
             reference and are subject to change by NECAM from time to time.

   (f)  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.

   (g)  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.

   (h)  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. The warranty shall not operate to extend the term of
        ASSOCIATE's AGREEMENT and shall terminate immediately upon
        termination or nonrenewal of the AGREEMENT or of ASSOCIATE's
        authorization to sell the covered warranty components. In such event,
        ASSOCIATE hereby consents to the assignment of the warranty to a then
        currently Authorized NECAM ASSOCIATE.

   (i)  THE HARDWARE PRODUCTS WARRANTY CONTAINED IN THIS AGREEMENT IS IN LIEU
        OF ALL OTHER WARRANTIES, EXPRESS OR


                                       16


<PAGE>

          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.

22.  SOFTWARE LICENSE AND SOFTWARE WARRANTY

     (a)  As to any PBX and/or Applications software PRODUCTS licensed to the
          ASSOCIATE in accordance with the terms of this AGREEMENT, NECAM
          warrants PBX software of fourteen (14) months and Applications
          software for one-hundred-fifty (150) days from date of shipment to
          ASSOCIATE 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,

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

     (b)  NECAM reserves the right to modify the duration or terms of the
          warranty upon written notice to ASSOCIATES.

     (c)  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

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

     (e)  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,





                                       17
<PAGE>

          (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 then current Material Return
               Authorization policy and procedures, which are incorporated
               herein by reference and are subject to change by NECAM from
               time to time.

     (f)  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.

     (g)  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.

     (h)  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.  The warranty
          shall not operate to extend the term of ASSOCIATE's AGREEMENT and
          shall terminate immediately upon termination or nonrenewal of the
          AGREEMENT or of ASSOCIATE's authorization to sell the covered
          warranty components.  In such event, ASSOCIATE hereby consents to the
          assignment of the warranty to a then currently Authorized NECAM
          ASSOCIATE.

     (i)  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


                                       18

<PAGE>

          DETERRENCE OF TOLL FRAUD, COMPUTER VIRUSES OR OTHER UNAUTHORIZED OR
          IMPROPER USE OF THE SOFTWARE PRODUCTS.

     (j)  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,
               installation, maintenance and repair of related hardware
               PRODUCTS as may be specified by NECAM,

          (3)  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.

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

     (l)  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.

     (m)  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.


                                       19
<PAGE>

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

     (o)  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.

     (p)  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.

     (q)  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 HARDWARE PRODUCTS NOT COVERED UNDER WARRANTY

     (a)  NECAM agrees, at its option, to repair hardware PRODUCTS, excluding
          personal computers/servers and Applications no longer under warranty,
          or to replace such hardware PRODUCTS with functionally equivalent
          hardware PRODUCTS, for a


                                    20
<PAGE>

           period of no less than five (5) years after such hardware PRODUCTS
           have been manufacturer-discontinued.  Hardware 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 hardware 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 hardware PRODUCT to the ASSOCIATE at
           ASSOCIATE's expense or (ii) offer to sell to ASSOCIATE replacement
           hardware products at NECAM's then current prices.

   (c)     Replacement and repaired hardware 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.

   (d)     All transportation charges for, and risk of in-transit loss or
           damage to, out-of-warranty hardware PRODUCTS returned to NECAM for
           repair will be borne by ASSOCIATE.  All transportation charges
           associated with the return of such repaired and replaced hardware
           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 hardware PRODUCTS.

   (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.



                                      21
<PAGE>


     (c)   PROFESSIONAL SERVICES:  The general complexity and multi-technology
           characteristics of converging technology products may make it
           necessary for NECAM to provide additional customizing, optimizing
           and consulting services to the end-users of these products.  If
           provided by NECAM, such services, collectively known as
           "Professional Services", will be offered for sale through
           ASSOCIATES.  Fees for such services will be at NECAM's then
           prevailing rates.

           While the sale of Professional Services will be conducted through
           ASSOCIATES, the actual delivery of these services will require a
           direct contract between NECAM and the corresponding end-users.

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 at 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 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 of 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


                                      22
<PAGE>

        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 Excise Taxes which may be imposed, State and Local
    Sales Taxes, and/or Use Taxes.

   (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 to 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
        acknowledgement 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 documentation to be acquired
        under licenses customarily provided to the public. NECAM shall not be
        required to:

                                       23

<PAGE>

        (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 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.

                                       24
<PAGE>

      Each of the parties waives trial by jury and the right to trial by jury
      in any and all actions or proceeding 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.

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.

      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, as may be amended from time to time.


                                       25
<PAGE>

      (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.

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 SERVICES"
      and the terms and conditions set forth in a Product Appendix, the terms
      and conditions of such PRODUCT Appendix shall control.


                                       26

<PAGE>

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.

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: GENERAL MANAGER,
       BUSINESS SYSTEMS SALES DIVISION
       -------------------------------

DATE:  5/28/99
       -------------------------------


                                       27
<PAGE>

                         KEY TELEPHONE PRODUCTS APPENDIX


1.    PRODUCTS

      PRODUCTS include:

      (a)     Electra Professional-Registered Trademark- and Electra
              Elite-Registered Trademark- Key telephone systems
      (b)     Electra Professional and Electra Elite Voice Processing
              Equipment
      (c)     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 MSRP for the Electra Professional, the Electra
              Elite, Electra Professional Voice Processing Equipment and
              Electra Elite Voice Processing Equipment PRODUCT(S).  Excluded
              from such discount are certain items of Electra Professional,
              Electra Elite, Electra Professional Voice Processing Equipment
              and the Electra Elite 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 & ELECTRA ELITE

<TABLE>
<CAPTION>

                  NET DOLLAR PURCHASES               DISCOUNT
                  --------------------               --------
                <S>                                     <C>
                        1-149,999                        25%
                  150,000-349,999                        29%
                  350,000 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>

3.    TERRITORY

      TERRITORY SHALL MEAN THE FOLLOWING:

      ASSOCIATE's territory shall remain the same as stated in ASSOCIATE's
      previous contract renewal.

<PAGE>

     NEAX-REGISTERED TRADEMARK-2000 IVS & NEAX-REGISTERED TRADEMARK-1000
                       IVS/VSP PRODUCTS APPENDIX

1.    PRODUCTS

      PRODUCTS include:

      (a)     NEAX-REGISTERED TRADEMARK-2000 IVS
      (b)     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>

                   NET DOLLAR PURCHASES                      DISCOUNT
                   --------------------                      --------
                     <S>                                       <C>
                           1-149,999                            25%
                     150,000-349,999                            29%
                     350,000-749,999                            33%
                     Over 750,000                               36%
</TABLE>

              *  List Dollar Purchases exclude Dterm-Registered Trademark-
              Series II, Dterm-Registered Trademark- Series III,
              Dterm-Registered Trademark- 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 OR ADJUNCT WIRELESS PRODUCTS

      (a)     ASSOCIATE shall not sell, distribute or activate any
              NEAX-Registered Trademark-2000 Integrated or Adjunct Wireless
              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 of Adjunct Wireless Product to which such
              requirement applies.

      (b)     NECAM shall not be responsible for the failure of any
              NEAX-Registered Trademark-2000 Integrated or Adjunct Wireless
              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.

4.    TERRITORY

      TERRITORY SHALL MEAN THE FOLLOWING:

      ASSOCIATE's territory shall remain the same as stated in ASSOCIATE's
      previous contract renewal.

<PAGE>

                                                                      Rev. 6/99

                       NEAX-REGISTERED TRADEMARK-2400 PRODUCTS APPENDIX


1.    PRODUCTS

      PRODUCTS include:

      NEAX-Registered Trademark-2400 ICS (Integrated Communication System)
      NEAX-Registered Trademark-IMX (Integrated Multimedia eXchange)

           1) IMG Configuration (ICS) and (IMX)

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 MSRP for NEAX-Registered Trademark-2400 ICS and IMX
             PRODUCT(S).  Excluded from such discount are certain items of
             NEAX-Registered Trademark-2400 ICS and IMX PRODUCT(S) 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,
             NETCAM 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:

                       NEAX-REGISTERED TRADEMARK-2400 PRODUCT(S)

<TABLE>
<CAPTION>

                 NET DOLLAR PURCHASES                    DISCOUNT
                 --------------------                    --------
               <S>                                         <C>
                         1-749,999                          25%
                   750,000-1,499,999                        30%
                 1,500,000-2,499,999                        33%
                 2,500,000-4,999,999                        35%
                 5,000,000-7,499,999                        38%
                 7,500,000 or Over                          40%
</TABLE>

             In the event that this Agreement does not commence on April 1,
             the above discount schedule 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 schedule upon written notice
             to ASSOCIATE.

<PAGE>

3.    SPECIAL CONDITIONS APPLICABLE TO NEAX-REGISTERED TRADEMARK-2400
      INTEGRATED WIRELESS OR ADJUNCT PRODUCTS

      (a)    ASSOCIATE shall not sell, distribute or activate any
             NEAX-Registered Trademark-2400 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-2400 Integrated
             Wireless or Adjunct product to which such requirement applies.

      (b) NECAM shall not be responsible for the failure of any NEAX-Registered
             Trademark-2400 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.

4.    TERRITORY

      TERRITORY SHALL MEAN THE FOLLOWING:

      ASSOCIATE's territory shall remain the same as stated in ASSOCIATE's
      previous contract renewal.