<PAGE>   1

                             [Letterhead of POLYCOM]

                VIDEOCONFERENCING AND DATA CONFERENCING PRODUCTS
                                 NORTH AMERICAN
                          1997-1998 RESELLER AGREEMENT
                                 By and Between
                                  POLYCOM, INC.
                                       and
                         ALL COMMUNICATIONS CORPORATION

<= VIDEOCONFERENCING PRODUCTS              <= DATACONFERENCING PRODUCTS

This RESELLER Agreement ("Agreement") is entered as of November 21, 1997, 1997
by and between Polycom Inc., a Delaware corporation having its principal place
of business located at 2584 Junction Avenue, San Jose, California 95134-1902 and
All Communications Corporation ("RESELLER") having its principal place of
business located at 225 Long Avenue, Hillside, New Jersey 07205.

I. APPOINTMENT

      A.    Appointment and Territory. Polycom hereby appoints RESELLER as a
            non-exclusive RESELLER for the sale and servicing of Polycom's
            products as set forth in Exhibit A. Polycom reserves the right to
            sell its products to end-user customers directly or through other
            distributors, OEMs, Telcos, dealers or any other resellers. RESELLER
            may distribute products only to customers located and taking
            delivery in the geographic sales locations as specified in Exhibit B
            ("Authorized Locations").

      B.    Reproduction Rights, Trademarks and Markings. RESELLER shall
            accurately describe the product in all advertisements and written
            proposals to customers and has the right to reproduce Polycom's
            trademarks, trade names and logos in its efforts to promote
            Polycom's products, provided that such are true reproductions, with
            all of the appropriate proprietary notices, and provided that
            Polycom shall have written approval rights prior to any use or
            publication. RESELLER recognizes Polycom's exclusive ownership of
            such marks and names and agrees not to take any action inconsistent
            with such ownership. RESELLER further agrees to discontinue use of
            any such marks or names immediately upon expiration or termination
            of this Agreement. RESELLER will not remove or make or permit any
            alterations in any tags, labels, or other identifying markings on
            Polycom's products.

      C.    Independent Contractor. The relationship established by this
            Agreement between Polycom and RESELLER is that of independent
            contractors. RESELLER shall not incur any obligation or commitment
            on behalf of Polycom unless specifically approved in writing, in
            advance, by an authorized Polycom representative. RESELLER is
            responsible for all of its employees and agents and its labor costs
            and expenses and will indemnify Polycom from any and all claims,
            liabilities, losses, injuries, damages, or the like occasioned by
            RESELLER's activities in connection with this Agreement, including,
            without limitation, providing unauthorized representations to
            customers or breaching any term of this Agreement.

II. TERM AND TERMINATION OF AGREEMENT

      A.    Term. Subject to the termination provisions contained herein, this
            Agreement will continue in effect for two (2) years. Unless the
            parties enter into a new Agreement prior to the termination date,
            the Agreement will continue for additional one year periods until
            termination is made pursuant to the terms provided hereunder.


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<PAGE>   2

      B.    Termination.

            1.    Polycom shall have the right to immediately terminate this
                  Agreement by written notice:

                  a.    Upon liquidation, dissolution, merger, consolidation, or
                        sale of substantially all of the assets of RESELLER or
                        upon any material change in the management or control,
                        direct or indirect, of RESELLER;

                  b.    In the event that any proceedings are commenced against
                        RESELLER or if RESELLER seeks protection under
                        bankruptcy, insolvency, or debtor's relief law, and such
                        proceedings are not dismissed within sixty (60) days
                        after the date of commencement thereof;

                  c.    If RESELLER fails to make timely payment as defined in
                        Section V., C.4;

                  d.    Upon breach of any term of this Agreement by RESELLER;

                  e.    If RESELLER fails to purchase for delivery the minimum
                        quantity purchases as defined in Section IV.A. In this
                        event, Polycom may, in its discretion, elect not to
                        terminate the Agreement and shall have the right to
                        reduce the discount level.

            2.    Polycom may terminate this Agreement for any reason or no
                  reason by giving RESELLER ninety (90) days prior written
                  notice of the termination.

            3.    In the event Reseller is unable to provide service to
                  customers, Polycom will arrange for service to be available to
                  end-users who have acquired Polycom products through Reseller.
                  In the event Reseller elects to no longer service Polycom
                  end-user customers, Reseller will cooperate with Polycom to
                  find a means for continued support for end-user customers.

      C.    Effect of Termination. Upon termination or expiration of this
            Agreement, all licenses and rights of RESELLER hereunder shall
            terminate except the end-user licenses granted to customers and the
            provisions of Sections I.C., V.C., and VI. through X. shall survive
            termination. All payments shall become immediately due and payable.

            Upon termination or expiration of this Agreement, RESELLER must, at
            Polycom's sole option, return all unsold, unopened Polycom's
            products to Polycom for credit, provided such unsold, unopened
            Polycom products are received within thirty (30) days of termination
            or expiration of this Agreement and are in the same condition as
            that in which they were delivered to RESELLER as determined in the
            sole judgment of Polycom. Any Polycom products not returned to
            Polycom in accordance herewith, may be sold by RESELLER in
            accordance with the terms of this Agreement. RESELLER shall return
            such products freight prepaid.

III. RESPONSIBILITIES OF POLYCOM

Polycom represents, warrants and agrees:

      A.    Sales Materials. To make available to RESELLER reasonable sales
            support materials such as product brochures, data sheets, user
            guides, applications, briefs, sales notebooks, formal sales
            presentations in overhead, slide or flip chart form, and other such
            materials.

      B.    Marketing Support. To provide RESELLER with reports detailing
            marketing or technical information on Polycom products, competitive
            comparisons, and announcements, and to promptly respond to all
            inquiries and requests for help from RESELLER. To provide RESELLER
            with one thousand (1,000) sets of data sheets at no charge for each
            Polycom product following the execution of this Agreement. To
            further provide a cooperative marketing program pursuant to the
            description and terms and conditions provided in Exhibit C.


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<PAGE>   3

      C.    Sales, Customer Service, and Maintenance Training. To provide
            training for RESELLER as specified in Exhibit D and to provide
            RESELLER with telephone technical support of Polycom's product at
            Polycom's expense pursuant to Exhibit E.

IV. RESPONSIBILITIES OF RESELLER

      RESELLER represents, warrants and agrees:

      A.    Minimum Quarterly Purchase. To purchase the minimum dollar value
            quantity of Polycom's products at the discount set forth in Exhibit
            F within the calendar quarter of the accepted purchase order. Upon
            execution of this Agreement, RESELLER shall submit firm calendar
            quarterly purchase orders as set forth in Exhibit F. Each subsequent
            calendar quarterly purchase order must be submitted to Polycom no
            later than thirty (30) days prior to the beginning of the next
            calendar quarter. Reseller must purchase at least fifty thousand
            dollars ($50,000) of Polycom Videoconferencing and Dataconferencing
            Products in any given quarter to remain in good standing.

      B.    Demo/Spare Purchase. Upon execution of this Agreement, RESELLER
            shall submit a firm purchase order for at least one (1) demo unit of
            each product type RESELLER will sell (second demo unit is optional)
            and one (1) service unit for every RESELLER location. RESELLER will
            receive a fifty percent (50%) discount for each of these units.
            RESELLER agrees not to sell the units for a minimum of six (6)
            months from date of purchase order. If sold, RESELLER agrees to
            maintain a minimum of one (1) spare unit per authorized sales
            location.

      C.    Software License.

            1.    To distribute Polycom products only as packaged by Polycom
                  with Polycom's software license agreement intact and with no
                  portion of the package obscured. Copies of software in
                  Polycom's product are licensed for distribution only and not
                  sold. RESELLER is not entitled to receive any source code or
                  documentation relating to the software contained in Polycom
                  products.

            2.    Not to decompile, disassemble, modify, or otherwise reverse
                  engineer the software contained in Polycom products or attempt
                  to learn the source code, structure, algorithms, or ideas of
                  such software underlying Polycom products.

      D.    Resale of Polycom Product Components. Not to sell or offer to sell
            separately any subassemblies, parts or components of Polycom
            products.

      E.    Sales and Service Coverage. To provide sales and service in all
            Authorized Territories as defined in Exhibit B.

      F.    Sales and Service Training. To require its sales people, customer
            service, technical service and maintenance personnel to periodically
            attend the Polycom product training sessions as specified in Exhibit
            D.

      G.    Technical Services and Support. To meet all training and service
            level criteria established in Exhibits D and E and to properly
            register the warranty for each and every product sold, and to
            maintain a log of all service activity and to report such data
            quarterly to Polycom, such that Polycom can properly track,
            investigate, and resolve product service issues. RESELLER agrees to
            provide Polycom, upon Polycom's written request, with information
            about the customers of Polycom products, and the date of product
            distribution. RESELLER also agrees to stock loaner units,
            replacement units, and spare parts kits for each type of product
            sold to each Authorized Territory in the quantities necessary to
            meet the service response times described below.

      H.    Service Response Time/Loaner Units. To directly respond to customer
            service requests within one (1) business day of receiving a service
            call and to escalate unresolvable problems to Polycom's reseller
            technical assistance center, within one day. RESELLER agrees to
            provide an equivalent loaner unit, either at no charge


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            or at a reasonable cost, to the customer by the end of the second
            business day if a unit under warranty cannot be repaired in the
            field. The customer may keep the equivalent loaner unit permanently,
            or until their unit is repaired and returned. Units which fail
            within 30 days from shipment to the customer (DOA) shall be
            advance-replaced by the Reseller. Notwithstanding any other
            provisions hereof, Reseller will receive an RMA number for the DOA
            unit. Reseller will sent the unit to Polycom for replacement and
            Polycom will exert its efforts to ship the replacement unit within
            48 hours of receipt.

      I.    Forecast, Sales and Inventory Reports. To provide Polycom with a
            report within ten (10) days of the end of each quarter reflecting
            the inventory of units on-hand and each month's sales level for
            Polycom product. To provide Polycom quarterly with a rolling
            one-hundred and eighty (180) day forecast of product delivery
            schedules, of which the first ninety (90) days is binding per the
            RESELLER's released purchase orders and the second ninety (90) days
            is non-binding.

      J.    Sales Qualifications. To provide its customers with access to a
            dedicated demonstration system and a minimum of one Polycom trained
            sales person at each sales location.

      K.    Lead Follow Up. To follow up on each and every qualified sales lead
            from Polycom and report on the results of such field sales efforts,
            so that Polycom can properly manage sales inquiry generation and
            qualification programs thereby insuring a continued flow of
            profitable sales leads for RESELLER.

      L.    Optional Upgrade Program. At RESELLER's sole option, to participate
            in Polycom's Optional Monochrome ShowStation Upgrade Program as
            described in Exhibit G.

      M.    General Conduct. To, at all times, conduct its business in a
            professional manner and not engage in any deceptive, misleading,
            illegal or unethical business practice or any practice that will
            reflect unfavorably on Polycom or its products. RESELLER shall use
            its best efforts to successfully market, distribute and support
            Polycom's products on a continuing basis.

V. TERMS AND CONDITIONS

      A.    Orders and Delivery. All Polycom product orders shall be subject to
            the terms and conditions of this Agreement. Purchase orders are
            subject to acceptance in writing by Polycom. All orders are
            non-cancelable and non-reschedulable by RESELLER unless agreed to in
            writing by Polycom.

      B.    Delivery. The standard delivery schedule for all Polycom products
            shall be ninety (90) days after acceptance by Polycom of order from
            RESELLER. Orders placed for new products are subject to longer lead
            times, at Polycom's sole discretion. An order will not be accepted
            until RESELLER has met all payment and order terms of this
            Agreement. All Polycom products shipped will have appropriate
            regulatory product certification. Polycom will consider shorter
            shipping lead-times on a case-by-case basis.

      C.    Price and Payment

            1.    Purchase Prices. The pricing for all orders will be subject to
                  the discount schedule in Exhibit F and based on the North
                  American Price List in Exhibit A.

            2.    Price Changes. Polycom shall have the right to change the
                  discount schedule and its pricing for Polycom products
                  provided that Polycom shall give RESELLER thirty (30) days
                  written notice before such charges shall become effective.
                  Polycom will accept orders at the old price until the new
                  price becomes effective provided that RESELLER accepts
                  delivery of such orders within three (3) months of order date.

            3     Credit. Polycom may extend a credit line to RESELLER based on
                  the satisfactory credit standing of RESELLER, the amount of
                  such credit line to be at the sole discretion of Polycom.
                  Polycom reserves the right at any time to revoke any credit
                  extended to RESELLER for any reason.


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            4.    Payment. All Polycom products will be invoiced upon shipment.
                  Payment terms are net thirty (30) days from date of shipment,
                  assuming RESELLER is in good credit standing. All other orders
                  are COD or cash in advance, at Polycom's sole discretion.

            5.    Late Charges and Collections Fees. Any invoice not paid within
                  the net thirty (30) day payment terms will be subject to a one
                  and one-half percent (1 1/2%) monthly late payment charge.
                  This includes, but is not limited to, any unearned discounts
                  taken by RESELLER. In addition, RESELLER agrees to reimburse
                  Polycom for any costs, including reasonable attorney's fees,
                  necessary to collect any unpaid amounts due subject to the
                  terms of this Agreement.

            6.    Taxes. RESELLER shall be responsible for the payment of local
                  excise, sales, use, property and other duties, customs fees,
                  or taxes levied with respect to units of Polycom products sold
                  to RESELLER hereunder.

            7.    Title & Security Interest. Title to the hardware shall pass to
                  the RESELLER and delivery is deemed to occur upon Polycom's
                  delivery of Polycom product to the commercial carrier Ex-Works
                  Polycom. In all cases, risk of loss or damage in transit shall
                  fall upon RESELLER, whose responsibility it shall be to file
                  claims with the carrier.

                  Polycom shall retain a security interest in all Polycom
                  products shipped to RESELLER until the full purchase price,
                  including taxes and additional charges, has been paid. Polycom
                  is authorized to file this Agreement together with any forms,
                  financing statements, or other documents necessary to evidence
                  and perfect Polycom's security interest. RESELLER agrees to
                  execute any such documents and otherwise assist Polycom to
                  effectuate the foregoing upon Polycom's request.

      D.    Product Changes. Polycom reserves the right to make modifications to
            Polycom products at any time but shall not be obligated to implement
            such modifications in Polycom products that have previously been
            delivered to RESELLER.

      E.    Freight. All product is shipped Ex-Works. Polycom will ship freight
            collect, best way surface unless prior shipping instructions have
            been provided by RESELLER. RESELLER shall pay all transportation
            charges and insurance premiums.

      F.    Warranty and Repair. Polycom's Warranty and Liability Limitation is
            attached hereto as Exhibit H. Polycom warrants only to RESELLER that
            Polycom product will be free from manufacturing and materials
            defects for fifteen (15) months after shipment to RESELLER, or for
            twelve (12) months after delivery to RESELLER's customer, whichever
            is earlier. RESELLER may only return Polycom product to Polycom
            pursuant to the terms contained in Exhibits E and I. Polycom's
            warranty excludes components that fail due to ordinary wear and
            tear, including: lamps, pens, and batteries.

      G.    Force Majeure. Polycom shall not be liable for failure to deliver or
            delays in delivery occasioned by causes beyond Polycom's control,
            including but not limited to, strikes, lockouts, fires, embargoes,
            war or other outbreaks of hostilities, inability to obtain materials
            or shipping space, machinery breakdowns, delays of carrier or
            suppliers, governmental acts and regulations.

VI. CONFIDENTIAL INFORMATION

      RESELLER acknowledges that by reason of its relationship with Polycom
      hereunder, it will have access to certain information and materials
      concerning Polycom's business, plans, customers and products, including
      but not limited to, information and materials contained in technical data
      provided by Polycom which is confidential and of substantial value.
      RESELLER agrees that it shall not use in any way for its own account or
      the account of any third party, any such confidential information.
      RESELLER will take every reasonable precaution to protect the
      confidentiality of such information consistent with the efforts exercised
      by it with respect to its own confidential


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      business information. In the event of termination of this Agreement,
      RESELLER shall immediately return to Polycom all of Polycom's confidential
      information in its possession, custody or control including all copies
      thereof.

VII. QUARTERLY BUSINESS REVIEWS

      Polycom and RESELLER agree to hold quarterly business reviews at a
      mutually agreeable location to discuss RESELLER's business, which will
      include the following: marketing plans, advertising, organization and
      staff, sales levels, service, and credit.

VIII. ARBITRATION

      [Deleted]

IX. INDEMNIFICATION

      Polycom shall defend any suit or proceeding brought against RESELLER based
      on a claim that the Polycom products or any part thereof, furnished by
      Polycom under this Agreement, constitute an infringement of any existing
      patent, copyright, or other proprietary right of any third party; provided
      that Polycom is notified promptly in writing and given, information, and
      assistance by RESELLER to defend such suit or proceeding. Polycom shall
      have sole control over the defense and/or settlement of any such event and
      shall indemnify RESELLER for all costs, and any damages that may be
      finally awarded therein against RESELLER. In case the Polycom products or
      any parts thereof, are in Polycom opinion likely to become, or do become
      the subject of such a claim; or are held in any such suit or proceeding to
      constitute an infringement of any patent, copyright, or other proprietary
      right of any third party, or become the subject of an injunction
      prohibiting the use thereof; or any settlement made requires the use of
      Polycom's products to be discontinued: Polycom shall at its own option and
      expense, either (1) procure for RESELLER and RESELLER's customers the
      right to continue using said Polycom products; or (2) replace the same
      with non-infringing Polycom products which equal or exceed the capacity
      and performance of the Polycom products being replaced; or (3) modify said
      Polycom products so they become non-infringing. If Polycom is not
      reasonably able to replace or modify the infringing Polycom products or
      procure for RESELLER and RESELLER's customers the right to continue using
      them, RESELLER will return the infringing Polycom products and Polycom
      will refund the purchase price less any discounts and unpaid amounts due
      Polycom. Polycom's obligation set forth above will not apply as to Polycom
      products that have been modified by RESELLER or RESELLER's customer
      (except as approved in writing by Polycom).

      Polycom shall also have no obligation as a result of any suit or
      proceeding brought against RESELLER arising from the use of the Polycom
      products, or any part thereof, furnished hereunder in combination with
      products not supplied or specified by Polycom where the alleged
      infringement relates to such combination.

X. LIMITED LIABILITY

      Polycom shall not be liable under any section of this Agreement or under
      any contract, negligence, strict liability or other theory for (a) any
      amounts in excess of amounts paid to it by RESELLER, (b) any incidental or
      consequential damages, including lost profits, or (c) cost of procurement
      of substitute goods, services or technology.

XI. GENERAL

      A. RESELLER acknowledges that it has not been induced to enter into this
      Agreement by any representation or warranty not set forth in this
      Agreement or in the written materials given by Polycom to RESELLER. This


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Agreement contains the entire Agreement of the parties, and supersedes all
existing Agreements and all previous oral, written, or other communications with
the exception of the Polycom National Account Agreement between them concerning
its subject matter.

B. No addition or modification of any part of this Agreement shall be binding
upon Polycom or RESELLER unless made in writing and signed by a duly authorized
representative of each party.

C. The paragraph headings contained herein are intended for convenience of
reference only, and shall not affect the interpretation of any provisions.

D. If any provisions of this Agreement shall be held to be invalid, illegal, or
unenforceable, the validity, legality or enforceability of the remaining
provisions shall in no way be affected or impaired.

E. This Agreement shall be governed by and construed in accordance with the laws
of the State of California.

F. The waiver by either party of a breach of any provision of this Agreement
shall not be construed as a waiver of any subsequent breach.

G. All notices shall be in writing and delivered by hand or sent by registered
or certified mail, return receipt requested, to addresses indicated on the face
of this Agreement or to such other addresses as the parties shall specify by
written notice.

H. No action, regardless of form, arising out of or related to this Agreement,
may be brought by either party more than one year after the cause of action has
occurred, except that an action for non-payment may be brought within one year
after the date of last payment. And in no event shall such action be brought
more than one year after termination of this Agreement between parties.

I. This Agreement may not be assigned, transferred or sub-licensed by RESELLER
in whole or in part, including by purchase, merger or operation of law, without
Polycom's written consent which shall not be unreasonably withheld.

J. In the event that Polycom has not acquired ViaVideo Communications, Inc.
("ViaVideo") on or before March 31, 1998 pursuant to the merger agreement dated
June 11, 1997, the fulfillment of the videoconferencing products only will be
assigned to ViaVideo under the terms and conditions provided herein. The
videoconferencing products are those specifically listed in Exhibit A under the
sub-titles "Videoconferencing Products" and "Videoconferencing Accessories." In
this event, all other product will remain the exclusive fulfillment of Polycom.
Once Polycom has completed the acquisition, this Section will become null and
void and no assignment of any products will occur.


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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first set forth.


POLYCOM, INC.:                              RESELLER:



By: /s/ Michael R. Kourey                   By: /s/ Richard Reiss
    ------------------------------              ---------------------------
        Michael R. Kourey                   Name: Richard Reiss
        Chief Financial Officer             Title: President and CEO


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<PAGE>   9

                                    Exhibit A

                                [Logo] P0LYCOM(R)
                       Advanced Teleconferencing Solutions

                 NORTH AMERICAN VIDEOCONFERENCING PRICE LIST
                           Effective: November 1, 1997

<TABLE>
<CAPTION>
     Model Number                  Description                 List Price (US$)
--------------------------------------------------------------------------------
Systems
--------------------------------------------------------------------------------
<S>                             <C>                                <C>      
TBA                             ViewStation(TM)                    $5,999.00
TBA                             ViewStation w/384kpbs              $8,999.00
</TABLE>


                 NORTH AMERICAN DATA CONFERENCING PRICE LIST
                           Effective: November 1, 1997

<TABLE>
<CAPTION>
     Model Number                 Description                  List Price (US$)
--------------------------------------------------------------------------------
Systems
--------------------------------------------------------------------------------

<S>                            <C>                               <C>       
2200-05000-001                 ShowStation(R) IP                 $12,999.00
 
2200-00250-001                 ShowStation                        $9,999.00

--------------------------------------------------------------------------------
Factory Options for Use with ShowStation IP
--------------------------------------------------------------------------------

2200-03873-025                 LAN Interface Option                  499.00

2200-03874-025                 LAN Multipoint Option                 999.00

2200-03875-025                 VCS Interface Option                  499.00

2200-03876-025                 External Device Support Option        499.00

2200-03877-025                 Audio/Video Support Option          1.999.00

--------------------------------------------------------------------------------
Factory Options for Use with ShowStation
--------------------------------------------------------------------------------

2200-02243-001                 Enhanced Feature Package             5999.00
                               (Printer Support, Image Storage, 
                               External PC Support)

2200-02238-001                 VCS Interface Option                 $499.00
</TABLE>

Prices subject to change without notice.

Prices are valid for all North American versions; please refer to Polycom
International availability listing for currently approved country offerings.

Prices are ex-works Polycom factory.


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<PAGE>   10

                                    Exhibit B

                          AUTHORIZED SALES TERRITORIES

RESELLER agrees to restrict its sales activity to the specific Polycom
Authorized Territories in which it maintains the minimum service requirements as
specified in Sections IV.F-H. RESELLER agrees that only after Polycom has
certified each territory in writing will RESELLER be allowed to initiate
selling. Each Authorized Territory is defined below and may only be modified as
provided herein.

Authorized Territory
United States, Europe and South America


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<PAGE>   11

                                    Exhibit C

                                 [Logo] P0LYCOM(R)
                       Advanced Teleconferencing Solutions

                        POLYCOM VIDEO AND DATACONFERNCING
                          COOPERATIVE MARKETING PROGRAM

Overview

The Polycom Cooperative Marketing Program is a program by which Polycom provides
Cooperative Marketing Credits to eligible distributors to encourage promotion of
Polycom products and services. Polycom is available to assist you in developing
effective, custom Marketing Programs that allow you to increase your coverage in
the teleconferencing market and to boost your sales of Polycom video and
dataconferencing products.

Credit Accrual Process

Polycom Cooperative Marketing Program (PCMP) Credit accrues for all video and
dataconferencing products on a monthly basis (fiscal months) at a rate of two
percent (2%) of your purchases of Polycom product, net of all discounts and
credits. Co-op for video and dataconferencing products will be SEPARATE
ACCOUNTS. The accrued funds for each product line may be used only on programs
to support that Polycom product line. To encourage prompt usage of this credit,
after the sixth month of availability, unused credit will expire. Polycom will
provide a monthly cooperative marketing credit statement that enables you track
usage of co-op funds. This report provides a monthly co-op credit balance and
can be used in planning the usage of co-op funds for future marketing campaigns.
You may also contact the Polycom Marketing Communications Department directly
for your current credit balance.

Co-op Credit Approval Criteria

100% reimbursement co-op credit is available for many forms of advertising or
promotion to end-users including, but not limited to, print ads, direct mail
pieces, seminars, radio and TV ads, and trade show signage. Polycom literature
may also be obtained at 100% reimbursement.

To apply and qualify for 100% co-op credit you must submit a sample of your ad
or marketing piece alone with a Polycom Co-operative Marketing Credit form
(sample attached) to the Polycom Marketing Communications Department PRIOR to
distribution or implementation of the program. Any programs or advertising
expenditures that are submitted for PCMP reimbursement that were not approved
prior to execution, may still be eligible for a matching disbursement from the
co-op fund, but whether and at what percentage a credit will be given will be at
Polycom's sole discretion.


The following criteria will be used to determine whether, or at what pro-rata
percentage, the submission is eligible for PCMPC.

o     Promotional materials must prominently feature Polycom and Polycom
      products or services. They must also include the Polycom Authorized
      Distributor Logo. (See Polycom Marketing Program binder for logo


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<PAGE>   12

      stat sheet). The fact that Polycom manufactures its products must be
      clearly presented in all promotional materials.

o     Information presented in submitted promotional materials must be accurate,
      verifiable, and in the sole opinion of Polycom, not cause harm to
      Polycom's image.

o     The first usage only of the name of Polycom products and services must be
      directly preceded by the word "Polycom" (e.g., Polycom's ShowStation(R) is
      the...).

o     Polycom trademarks in copy text must be followed by the appropriate
      trademark symbol (e.g., (R) or TM)., Trademark credit should be presented
      at the bottom of the page or the end of the document (please see the
      Polycom Corporate Trademark Notification Guidelines in the Marketing Guide
      for more details).

o     Polycom logo usage guidelines must be followed. For a copy of these
      guidelines, consult your Polycom Marketing Binder or contact Polycom
      Marketing Communications.

Claims Process

Once you receive the invoice(s) for your pre-approved marketing activity, submit
your paid invoices, any necessary backup documentation (i.e. sample of ads), and
a copy of your related pre-approved Polycom Cooperative Marketing Credit Form to
Polycom's Marketing Communications Department. By observing the following
guidelines, Polycom will be able to process your request more
efficiently:

o     Paid invoices must be submitted within 30 days of completion of ad
      placement, collateral production, or promotional event to qualify for PCMP
      credit.

o     Include sample of advertising material: tear sheet, media selection, issue
      date, size, color and any other pertinent specification.

o     Promotional materials not completely devoted to Polycom will be considered
      for pro-rated credit. 

o     Claims that exceed your PCMP credit balance will receive partial credit.

All claims are issued only in the form of credit memos against your Polycom
account.

For more information or to request assistance in developing a custom marketing
campaign please contact your Polycom Distribution Manager, or the Polycom
Marketing Communications Department at 408-526-9000 or 800-765-9266.


Page 12                            CONFIDENTIAL
<PAGE>   13

               Request for Polycom Cooperative Marketing Credit

Please complete and fax this form to Polycom Market Development (408-474-2542)
along with a sample marketing piece or a marketing program outline for prior
approval before implementing your marketing program. You will receive a response
within two working days. Once you receive the invoice(s) for your marketing
materials or event, mail with tear sheets or other appropriate documentation and
a copy of this form to Polycom Market Development for credit.

================================================================================
   Request Information 
           Organization _______________________________________________
                Address _______________________________________________
                        _______________________________________________
                        _______________________________________________
         City/State/Zip _______________________________________________
   
              Telephone _______________________________________
                    Fax _______________________________________
   
          Project Name: _______________________________________________
   
   Project Description: _______________________________________________
   (include issue date, _______________________________________________
            size, etc.) _______________________________________________
                        _______________________________________________
   
Estimated Project Cost: ____________________________________

                  Name _____________________________________
                 Title _____________________________________
             Signature _____________________________________ Date _________

================================================================================
For Polycom Use
     Prior Approval by _____________________________________ Date _________
     Claim Approved by _____________________________________ Date _________
       Amount Approved _____________________________________ Date _________
Polycom Incurred Expense/Acct: ____________ Customer Incurred Expense______
Submitted to Acctg: ________________________________________ Date _________
================================================================================


Page 13                            CONFIDENTIAL
<PAGE>   14

                                    Exhibit D

                            RESELLER TRAINING PROGRAM

Polycom will hold Reseller training classes at its corporate headquarters at
regularly scheduled intervals, generally at least once per quarter. RESELLER
agrees to send sales and service personnel, at Reseller's expense, to the
appropriate training sessions listed below.

Sales Training

RESELLER agrees to send at least two salespersons to Polycom for product
pre-sales training within 60 days of contract execution and at least one
salesperson every six months thereafter for product update training.

Technical Support Training

RESELLER shall appoint at least one Polycom product technical expert within
reseller's organization who will be responsible for post-sales technical support
knowledge and internal Polycom product technical support training. RESELLER
shall send the appointed technical expert along with one lead telephone support
person to Polycom for post-sales technical support training within 60 days of
contract execution. Should Reseller appoint a new Polycom product technical
expert, Reseller shall inform Polycom in writing and send the newly appointed
person for technical support training within 60 days from the time of the new
appointment.

Polycom will provide Reseller with training course materials free of charge,
which the Reseller may then use for internal training of its sales and service
personnel.

ShowStation Field Repair Training

Resellers who elect to provide depot or onsite repair of ShowStation shall send
their appointed product technical expert and one lead repair technician to
Polycom for ShowStation field repair training before performing ShowStation
repairs.


Page 14                           CONFIDENTIAL
<PAGE>   15

                                    Exhibit E

                         TECHNICAL SUPPORT REQUIREMENTS

RESELLER shall provide all level I telephone technical support and customer
service to its end-user customers. The level I support required shall be as
follows:

o     Answer questions about Polycom product applications

o     Assist with product installation and configuration

o     Answer questions about the operation of the product

o     Perform local and remote diagnostic tests

o     Guide customer through software upgrade procedures

o     Diagnose failure of Polycom-specified field replaceable units (FRU's)

Level II Technical Support

Polycom will provide level II telephone technical assistance to Reseller's
authorized personnel. Polycom will not routinely provide direct telephone
support to reseller's end-user customers.

Polycom's Technical Assistance Center (TAC) is available Monday Through Friday,
6:00 AM to 6:00 PM Pacific Time, excluding U.S. holidays at 800.451.0995.

RESELLER agrees to respond to customer service requests within one business day,
and to provide all technical support and customer service to its end-user
customers. RESELLER further agrees to repair or replace any defective customer
unit within two (2) business days during the warranty period.

RESELLER agrees to repair failed Polycom products by swapping FRUs either at
customer site or RESELLER's repair depot at no charge to Polycom. Polycom will
replace RESELLERs failed FRUs that are under warranty at no charge. If Polycom
determines, in its sole discretion, that a failure mode is epidemic, Polycom may
request that RESELLER return entire Polycom products to Polycom rather than the
swapping of FRUs as described herein.

Except in the case of a Polycom-determined epidemic failure condition, if
RESELLER fails to swap failed FRUs and instead returns an entire unit, Polycom
may charge RESELLER the fee outlined in Exhibit A for this service and may
return the repaired Polycom product to RESELLER freight collect.


Page 15                            CONFIDENTIAL
<PAGE>   16

                                    Exhibit F

                  POLYCOM PRODUCTS VOLUME DISCOUNT SCHEDULE

<TABLE>
<CAPTION>
           Quarterly Dollar Volume      Non-Stocking       Stocking
           --------------------------------------------------------
           <S>                               <C>              <C>
           Over $1,500,000                   40%              42%
           $1,000,000 - $1,499,999           38%              40%
           $600,000 - $999,999               36%              38%
           $400,000 - $599,999               34%              36%
           $200,000 - $399,999               32%              34%
           $50,000 - $199,999                30%              32%
</TABLE>

The discount schedule applies to quarterly purchase orders of each product
type (video and dataconferencing). DISCOUNTS ARE EARNED SEPARATELY FOR EACH
PRODUCT TYPE.

The initial quarterly discount is based on opening order. To qualify for a given
discount level for the subsequent quarter, the current quarter's shipments must
exceed the appropriate quarterly dollar volume commitment. Thus, to receive a
32% discount, RESELLER must order a minimum of $250,000 a quarter to receive
that discount for the next quarter. Any time a RESELLER orders total for the
quarter-to-date are enough to qualify for a higher discount level, RESELLER will
receive that higher discount on all additional orders for the remainder of the
current quarter and the subsequent quarter.

RESELLER must submit a purchase order for the required dollar volume to qualify
for their initial discount level, in any combination of demonstration and
inventory units, with this signed contract.

RESELLER must order a minimum of $50,000 in each quarter to remain in good
standing. 

STOCKING DEALER DISCOUNT

RESELLER will receive an additional 2% discount for issuing quarterly,
non-cancelable purchase orders to Polycom for its quarterly purchase volume, and
receiving at RESELLER's designated warehouse location all ordered product during
the course of that quarter. If Polycom receives, prior to the beginning of each
quarter, a P.O. for product of a given dollar volume, including shipping
instructions for the full volume of the P.O. during the quarter, that reseller
will receive the higher "stocking" discount level on these units, as outlined
above. Units can be specified for shipment at any time during the quarter. Thus,
if RESELLER sends Polycom a non-cancelable P.O. for $250,000 worth of product
prior to the beginning of that quarter, that reseller would receive the standard
32% discount, plus an additional 2% discount, for a total discount of 34% off
that entire order and all subsequent orders for that quarter.


Page 16                           CONFIDENTIAL
<PAGE>   17

                                    Exhibit G

               OPTIONAL MONOCHROME SHOWSTATION UPGRADE PROGRAM

RESELLER may, at it's sole option, participate in the exchange of existing
monochrome ShowStations for new Color ShowStation. By participating in this
voluntary program, RESELLER agrees to provide a 25% discount of the price paid
by the end-user customer for a monochrome ShowStation unit, exclusive of any
options, when that end-user purchases from RESELLER a new color ShowStation at
full list price.

Polycom will then pay for shipment of the monochrome ShowStation to its
facility, and reimburse RESELLER $500. An example transaction follows:

            $9,995.00    Price of monochrome ShowStation
            * 25%
        =   $2,498.75    Refund to end-user

            $12,995      List price of color ShowStation
            - 2,498.75   Refund for trade-in
            $10,496.25   Sale price to end-user
            - 9,356.40   Cost of color ShowStation at MINIMUM Reseller discount
        =   $ 1,139.85
            + 500.00     Refund from Polycom
        =   $ 1,669.85   12.8% Margin to Reseller on Transaction.

Thus, Resellers participating in this program will make a MINIMUM of a 13%
margin on units sold under this program. Additionally, units purchased for this
program count toward RESELLER quarterly dollar volume, and help to earn higher
discounts. Polycom may also refer upgrade candidates to Resellers participating
in the program, giving RESELLER access to new customers.

                        RESELLER:__________________________________
                                                                   
                        NAME:______________________________________
                                                                   
                        SIGNATURE:_________________________________
                                                                   
                        TITLE:_____________________________________
                                                                   
                        DATE:______________________________________
                                             

Page 17                           CONFIDENTIAL
<PAGE>   18

                                    Exhibit H

                        WARRANTY AND LIABILITY LIMITATION

1. Limited Warranty and Disclaimer

Polycom, Inc. warrants its products to be free of defects in materials and
workmanship for a period of twelve (12) months from date of purchase. If any
such product should become defective within the warranty period, Polycom, Inc.
will repair or replace the product, at its sole option, provided it is returned
directly to Polycom or an authorized Polycom Service Center during the warranty
period in accordance with the provisions included in the Return Material
Authorization (RMA) Policy and Procedure. Defective product being returned must
have proof of purchase. Please call our toll free number 1.800.451.0995 for the
authorized service site nearest you. Polycom, Inc. is not responsible for costs
incurred in delivering or shipping product to or from its service site. All
replaced products become the property of Polycom, Inc.

The above warranty does not apply to damage to products resulting from accident,
misuse, service, or modification by anyone other than Polycom, Inc. or its
authorized service facilities. This warranty is limited to the original
purchaser and is not transferable.

ANY LIABILITY OF POLYCOM WITH RESPECT TO THE PRODUCT OR THE PERFORMANCE THEREOF
UNDER ANY WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY WILL BE LIMITED
EXCLUSIVELY TO PRODUCT REPAIR OR REPLACEMENT AS PROVIDED ABOVE. EXCEPT FOR THE
FOREGOING, THE PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND
INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.

2. Limitation of Remedies and Damages.

POLYCOM, ITS AGENTS, EMPLOYEES, DEALERS AND OTHER AUTHORIZED REPRESENTATIVES
SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO THE PRODUCT OR ANY OTHER
SUBJECT MATTER RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY
OR OTHER THEORY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING,
BUT NOT LIMITED TO LOSS OF INFORMATION, BUSINESS OR PROFITS.

The law of certain states does not permit limitation or exclusions of implied
warranties and consequential damages so the above limitations, disclaimers, or
exclusions may not apply to you. This warranty gives you special legal rights.
You may also have other rights which vary from state to state.


Page 18                            CONFIDENTIAL
<PAGE>   19

                                    Exhibit I

           RETURN MATERIAL AUTHORIZATION (RMA) POLICY AND PROCEDURE

The following procedures must be followed to return a product for repair or
replacement. NO PRODUCTS WILL BE ACCEPTED WITHOUT AN RMA NUMBER, WHICH SHOULD BE
CLEARLY MARKED ON THE OUTSIDE OF THE PACKAGE ALONG WITH SENDERS NAME. PRODUCT
MUST BE RETURNED IN THE ORIGINAL CONTAINER. RMA numbers may be obtained by
calling the Polycom Technical Service Department during Polycom's normal
business hours. Polycom will provide an RMA within two (2) business days of
receiving such a bona fide request.

The following RMA information must also be included inside the box with the
product being returned:

     a. RMA Number               f. Customer Address
     b. Reseller's Name          g. Model Name
     c. Reseller's Telephone #   h. Serial Number & Revision of original product
     d. Ship to Address          (in the case of ShowStation components)
     e. Carrier Instructions

Any product received without this information may be returned to RESELLER at
RESELLER's expense. A repaired unit (or replacement, at Polycom's option) will
be returned to RESELLER at Polycom's expense within twenty-one (21) days from
receipt of the defective products. In the event that RESELLER requests an
advance replacement unit before the defective unit has been received, RESELLER
will be invoiced for an additional unit. This amount will be credited upon
receipt of the defective products provided the unit is received within
twenty-one (21) days from shipment of the advanced replacement unit.

Polycom must receive the defective products within twenty-one (21) days from
shipment of the advanced replacement shipment. On the twenty-second (22nd) day
the RMA will be closed, the customer will be billed for the full value of the
unit, and the unit will be deemed the property of the RESELLER.

Requests for advanced replacements will ship within forty-eight (48) hours from
the date of the RMA and are subject to a one-hundred dollar ($100) expedite
charge.

The warranty policies for repaired products are as follows:

      In Warranty Systems (All Polycom Products)

      Repaired products are warranted for the remainder of the original twelve
      (12) month warranty or for a period of ninety (90) days from the date of
      shipment, whichever is greater. There will be no factory labor charge for
      repairing or replacing defective products during the Warranty period. This
      Warranty does not cover damage due to negligence, abuse, or physical
      damage.

      Out of Warranty Systems

      Repaired products are warranted for a period of ninety (90) days from the
      due of shipment. A charge will be assessed to repair (or replace at
      Polycom's option) defective products which are out of warranty as set
      forth in Exhibit A. This Warranty does not cover damage due to negligence,
      abuse or physical damage.


Page 19                            CONFIDENTIAL