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                                                                   Exhibit 10.28

                              THIRD PARTY SERVICE

                               PROVIDER AGREEMENT
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This Third Party Service Provider Agreement ("Agreement") by and between DAVOX
Corp., a corporation organized under the laws of the State of Delaware,
hereinafter referred to as "DAVOX", with its principal place of business at 6
Technology Park Drive, Westford, Massachusetts, 01886 and Grumman Systems
Support Corporation, a corporation organized under the laws of Maryland with its
principal place of business at 10 Orville Drive, Bohemia NY 11716, herein
referred to as "GSSC", sets forth the terms and conditions under which GSSC will
provide Maintenance Services to DAVOX's end user customers (Customers).

DEFINITIONS

     "Customer" means an entity which purchases Products for internal use and
not for resale.

     "Hardware" means the hardware provided by DAVOX to GSSC or Customers.

     "Product(s)" means any combination of Hardware and Software relating to
DAVOX CAS and UNISON(R) systems listed in Exhibit D, including any future
replacement system.

     "Software" means all software system programs provided by DAVOX, in machine
readable, object printed, or interpreted form, including any modifications,
improvements, updates, enhancements or extensions thereto or copies thereof, and
including flow charts, logic diagrams, program listings and operating
instructions.

     "Territory" means the specific Customer sites in the contiguous 48 United
States and Toronto, Canada agreed upon by DAVOX for GSSC to perform maintenance
service.

     "Work Order Number" means that number which DAVOX issues to GSSC to
authorize GSSC to make a service call pursuant to a previously issued Work
Authorization Form. Such Work Order Numbers will normally be provided by DAVOX
to GSSC on a verbal or Fax basis to the service dispatch facility as designated
by GSSC. Requests for service from the Customer are not valid requests, and any
such calls acted on by GSSC shall be at risk, cost and expense of GSSC.
Consequently, GSSC shall have no obligation to respond to customer originated
service calls.

     "Work Authorization Forms" means that certain document which DAVOX issues
to GSSC to authorize GSSC to perform Maintenance Service for a specific
Customer; for specific Product, at a specific location. This document will
specify the commencement date(s) and any special requirements of DAVOX and/or
the Customer, (Exhibit G).

     "Certified Representative" means the GSSC's employee trained by DAVOX or
trained by GSSC's certified trainer on the Products to be maintained in
accordance with the Training and Documentation Schedule (Exhibit B).

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     "OEM Equipment" means Original Equipment Manufacturer and is applied to
products other than manufactured by or specifically for DAVOX.

     "Prelude(TM)" is a non-expandable, eight (8) slot variation of the DAVOX
UNISON(R) Call Center System.

     In consideration of the terms herein set forth, DAVOX and GSSC agree as
follows:


1.0  APPOINTMENT OF GSSC

1.1  DAVOX hereby appoints GSSC as its exclusive service representative within
     the Territory pursuant to the terms and conditions of this Agreement,
     except as otherwise provided in this agreement or where DAVOX distributors
     have sold system(s) and through agreement(s) with DAVOX are eligible to
     provide all, or a portion of the required support services.  GSSC agrees
     not to solicit relationships with DAVOX competitors of their proprietary
     product lines nor form a similar agreement with these firms.  Except as
     otherwise provided herein, DAVOX agrees not to solicit relationships with
     competitors of GSSC for service of products sold by DAVOX.

1.2  When DAVOX has an obligation to provide Maintenance Service (as defined in
     Exhibit "A") pursuant to the terms and conditions of contracts by and
     between DAVOX and DAVOX's customers DAVOX shall appoint GSSC in accordance
     with the following:

A.   DAVOX shall appoint GSSC as its service representative to provide
     Maintenance Service for customers located in the Service Cities set forth
     on the schedule of Service Cities attached hereto as Exhibit F.

B.   DAVOX shall offer to appoint GSSC as its service representative to provide
     Maintenance Service to customers located in cities not listed on the
     Schedule of Service Cities.

C.   Service Cities may be added to the GSSC Service City Schedule from time to
     time.  If added, DAVOX will use reasonable efforts to obtain the customer
     approvals to transfer the service responsibility to GSSC if GSSC was not
     currently providing the service.

D.   Service Cities may be deleted from the GSSC Service City Schedule from time
     to time upon not less than ninety (90) days prior written notice to DAVOX.
     In the event a Service City is deleted GSSC and DAVOX agree that
     Maintenance Service coverage will be handled at DAVOX's option as follows:

     GSSC shall continue to provide Maintenance Service coverage to customers in
     the deleted Service City utilizing resources from another Service City or
     GSSC location.  Such Service coverage will be made available through the
     end of any maintenance contracts not to exceed twelve (12) months between
     DAVOX and its customers in effect at the time

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     notice of deletion is received by DAVOX. DAVOX shall incur no additional
     charges for coverage furnished from an alternative location under this
     provision. DAVOX shall use reasonable efforts to make any necessary
     contract changes with its customers needed to reflect the servicing from
     GSSC's alternative location.

E.   In the event (i) GSSC deletes a Service City from the Schedule of Service
     Cities, (ii) declines any appointment pursuant to subsection (B) hereof, or
     otherwise declines to furnish Maintenance Services to DAVOX customer, DAVOX
     (iii) shall have the right to establish alternate forms of Maintenance
     Service Coverage including providing service itself or contracting with a
     third party.

F.   In the event a DAVOX customer requests that DAVOX provide Maintenance
     Service directly and not through GSSC or a third party DAVOX shall work
     with GSSC to contact the customer in combination with DAVOX sales personnel
     for the purpose of reestablishing or promoting GSSC as DAVOX's service
     representative and as appropriate in DAVOX's determination. Notwithstanding
     anything herein to the contrary, DAVOX shall not be obligated to require or
     affirmatively appoint GSSC as its service representative with respect to
     any customer who has requested or who requests that DAVOX provide
     maintenance directly and not through a third-party. Notwithstanding any
     provision to the contrary, GSSC shall have the sole and exclusive option to
     decline accepting any end user that has declined or terminated GSSC
     service.

1.3  Products, subject to Maintenance Service under the terms of this Agreement
     will be added, deleted and/or revised under this Agreement by means of a
     Work Authorization Form prepared and signed by DAVOX and submitted to GSSC.

2.0  TERM

2.1  This Agreement will commence on the Effective Date set forth below.  Unless
     otherwise determined as provided herein, this Agreement will have a term of
     three (3) years ("term"), with subsequent amendment(s) for continuance of
     service, unless terminated by either party pursuant to the provisions
     hereof.  Either party will have the right to terminate this Agreement as of
     the end of the "Term" or as of the end of any subsequent annual renewal
     upon not less than 90 day prior written notice to the other party.

3.0  GSSC RESPONSIBILITIES

GSSC's responsibilities to provide Maintenance Services hereunder shall include:

3.1  Rendering Maintenance Service, subject to the terms and conditions set
     forth in the Schedule of Maintenance Services (Exhibit A) for the Customers
     and product listed on the work authorization forms submitted and accepted
     in accordance with this Agreement.

3.2  Sending qualified employees to DAVOX's training classes as set forth in the
     Training and Documentation Schedule (Exhibit B);

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3.3  Providing installation and removal services to DAVOX in accordance with the
     terms and conditions set forth in the Schedule of Installation and Removal
     Services (Exhibit C);

3.4  Managing Parts in accordance with the terms and conditions set forth in the
     Schedule of Parts Services (Exhibit E);

3.5  Effecting prompt payment of all valid invoices as rendered by DAVOX in
     accordance with Article 5 below and the Schedule of Maintenance Service
     Rates (Exhibit D) and the Schedule of Parts Services (Exhibit E).

3.6  Performing work in a prompt, courteous, efficient and workmanlike manner so
     as to use best efforts to restore product to good working condition.

3.7  Keeping DAVOX advised of any complaints made by Customers or others with
     respect to the Products or Maintenance Services.

3.8  Complying with all applicable federal, state, and municipal laws,
     ordinances and regulations in carrying out the terms of this Agreement and
     paying and discharging at its own expense any and all costs, charges, fees,
     and taxes that may be levied or imposed by any and all authorities upon or
     by reason of its performance under this Agreement.

3.9  Maintaining a staff of employees with sufficient technical knowledge and
     training to fulfill GSSC's obligations under this Agreement, and an
     inventory of parts sufficient to provide Maintenance Services in accordance
     with the Schedule of Maintenance Services.

     GSSC shall not make any representation or warranty or give any performance
     guaranty to any Customer with respect to the Products or Maintenance
     Services.

4.0  DAVOX RESPONSIBILITIES

DAVOX responsibilities hereunder shall include:

4.1  Making available, all proprietary Parts and diagnostics software necessary
     for the service and maintenance of the Product;

4.2  Providing installation, service and removal instruction and documentation
     for all Products to be maintained pursuant to the Agreement;

4.3  Providing adequate training for GSSC's Trainer personnel as described in
     the Training and Documentation Schedule (Exhibit B); and

4.4  Providing the support services described in the Schedules of Maintenance
     Services (Exhibit A); and

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4.5  Effecting prompt payment of all valid invoices as rendered by GSSC in
     accordance with Article 5 below and the Schedule of Maintenance Service
     Rates (Exhibit D).

4.6  DAVOX will periodically provide GSSC, at no charge, with the data,
     diagrams, and other technical materials that DAVOX deems appropriate for
     GSSC to support the Products within the Territory.  DAVOX may limit the
     number of copies of such technical materials that GSSC will be authorized
     to make, if any. GSSC will, from this point forward, on new releases, (i)
     consecutively number each such copy; (ii) maintain a current logbook that
     records the number of copies that have been made, and (iii) reproduce all
     confidentiality and proprietary notices on each copy it reproduces.

5.0  CHARGES, INVOICES, PAYMENT AND TAXES

5.1  Charges - Charges shall be as set forth in the Schedule of Maintenance
     Service Rates (Exhibit D).

5.2  Invoices - GSSC invoices monthly in arrears.  Each invoice rendered by GSSC
     shall include the Customer name, DAVOX contract number, and service
     location, and if for Per Call Services; the Work Order Number, date and
     duration of each service call, and other detail which DAVOX may reasonably
     request.

5.3  Payment - Payment for each valid invoice will be made in full within 30
     days after receipt of invoice and supporting documentation.  A late fee of
     one and one half percent (1.5%) per month will be applied, at the
     discretion of GSSC, to all outstanding invoices not remitted within 30
     days.  All charges to DAVOX under this Agreement shall include all taxes
     applicable thereto.

5.4  Taxes - Prices set forth in this Agreement are exclusive of local, state,
     or federal sales taxes.  A Reseller certificate must be provided from DAVOX
     to GSSC if applicable.

6.0  GSSC PERFORMANCE EVALUATION

6.1  GSSC will be evaluated on the following criteria: Interaction with DAVOX
     and Customer personnel regarding such areas as responsiveness, product
     knowledge, courtesy and flexibility; a review of GSSC's employees during in
     house training to include their technical expertise and background, their
     comprehension in receiving new technical information, their people and
     problem solving skills.

6.2  A Customer survey may periodically be taken by DAVOX regarding GSSC's
     responsiveness, product knowledge, problem solving skills, and Customer
     interaction skills.  Copies of survey ratings shall be supplied to GSSC and
     GSSC shall not be held responsible for ratings below the minimal acceptable
     rating resulting from DAVOX actions.  Failure of GSSC to achieve a minimal
     acceptable rating, as agreed in advance between GSSC and DAVOX, shall be
     deemed failure to perform its obligations hereunder for purposes of Section
     7.

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7.0  DEFAULT AND TERMINATION

7.1  The failure of either party to perform any obligation under this Agreement
     shall be deemed a default thereunder, and if the non-defaulting party
     provides notice of such default, including the details thereof, to the
     defaulting party and such default is not cured within thirty (30) days of
     such notice, the non-defaulting party may immediately terminate this
     Agreement.

7.2  Termination of this Agreement or any part hereof will not adversely affect
     any rights existing as of the effective date of termination.  The rights
     and remedies provided in this Agreement are cumulative and in addition to
     any other rights or remedies available at law or in equity, any other
     contract instrument or paper.

7.3  In the event GSSC breaches any end user agreement, solely and exclusively
     because of GSSC's negligence or willful misconduct, then GSSC shall be
     responsible to pay the cost actually incurred for DAVOX to cover its direct
     losses, actually incurred, not to exceed the annual revenue to GSSC for the
     affected end user contract.  In no event, however shall this provision make
     liable any consequential or indirect cost, charge or penalty of any nature
     nor shall GSSC have to cover a loss incurred because any end user has
     elected not to accept or continue GSSC services.

8.0  TITLE, RISK OF LOSS

8.1  GSSC will not have title or interest in the Product or to any Parts which
     DAVOX may supply other than the hardware or any Parts which GSSC
     specifically purchases.  For GSSC purchased Parts, GSSC will bear the risk
     of loss or damage with respect to Parts lost or damaged in shipment.  No
     license to GSSC is granted hereunder except as expressly set forth below.
     For DAVOX owned Parts, GSSC will bear the risk of loss or damage with
     respect to Parts in accordance with the terms and conditions set forth in
     the Schedule of Parts Services.  DAVOX will bear the risk of loss or damage
     with respect to DAVOX owned Parts lost or damaged in shipment.

8.2  Subject to the terms of this Agreement and the below referenced license
     (Exhibit I), DAVOX hereby grants to GSSC a personal, nontransferable,
     nonexclusive license (The "License") to use the software DAVOX shall
     furnish to GSSC solely for purposes of providing Maintenance Services to
     Customers under the terms of this Agreement.

     GSSC shall not reverse compile, disassemble or otherwise reverse engineer,
     embed within any other software product, or modify in any manner, including
     modifications to source code with respect thereto, the software, in whole
     or in part.  The software may be copied, in whole or in part, only to the
     extent necessary for GSSC's use on GSSC's designated single CAS products,
     controller unit, personal computer, workstations or UNISON(R) products for
     backup purposes or to replace a worn or defective copy. If GSSC is unable
     to operate the software on the single designated CAS products, controller
     unit, personal

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     computer, workstation or UNISON(R) products due to an equipment
     malfunction, the software may be transferred temporarily to another CAS,
     controller unit, personal computer, workstation or UNISON(R) during the
     period of equipment malfunction. GSSC shall include any and all copyright
     and proprietary notices placed on the Software by DAVOX on all copies of
     the Software. GSSC shall use its best efforts to not disclose, provide or
     otherwise make available the Software or Source Code or any Part or copy
     thereof to any third party. The Software and the Source Code shall be
     deemed Confidential information of DAVOX for purposes of Section 10 of this
     Agreement. All copies of Software and Source Code, whether provided by
     DAVOX or made by GSSC in accordance with this Agreement, including without
     limitation, translations, compilations or partial copies are the property
     of DAVOX and may not be used or disclosed except as permitted by this
     Agreement. All right, title and interest to, and all applicable rights in
     patents, copyrights, and trade secrets in, the Software shall at all times
     remain vested in DAVOX or in any third party from whom DAVOX has acquired
     rights to license the Software. DAVOX shall indemnify and hold GSSC and its
     agents harmless from any claim or liability arising from patent, copyright
     or trade secret infringement, subject to and in accordance with the terms
     in Section 16.1 of this Agreement.

     The license granted to GSSC hereunder shall expire upon expiration or
     termination of this Agreement.  GSSC agrees, upon expiration of such
     license term or upon notice of termination, to immediately return or
     destroy the Software, the Source Code and all portions and copies thereof
     as directed by DAVOX, and, if required, to certify in writing as to the
     destruction or return of the Software, the Source Code and all copies
     thereof.

     If necessary, DAVOX will take action to enforce compliance with the terms
     of the license on its behalf and on behalf of any third party for which it
     licenses the Software.  In the event it becomes necessary to furnish GSSC
     with Software related to Smart Management Center (SMC) products the parties
     agree that such Software will be loaned to GSSC in accordance with the
     terms set forth hereunder, and such other terms as may be required by
     DAVOX's third-party software vendors and mutually agreed to in writing by
     the parties.

9.   FORCE MAJEURE

9.1  If the performance of this Agreement, or any obligation hereunder is
     prevented, restricted, or interfered with by reason of fire, flood,
     earthquake, explosion, or other casualty or accident, strikes or labor
     disputes, inability to procure or obtain delivery of parts, supplies or
     power, war or other violence, any law, order, proclamation, regulation,
     ordinance, demand or requirement of any governmental agency, or any other
     act or condition whatsoever beyond the reasonable control of the affected
     party, the party so affected, upon giving prompt notice to the other party,
     shall be excused from such performance to the extent of such prevention,
     restriction, or interference; provided however, that the party so affected
     shall take all reasonable steps to avoid or remove such cause of
     nonperformance and shall promptly resume performance hereunder.
     Notwithstanding anything in this Agreement to the contrary, in the event
     that GSSC is unable to perform its obligations hereunder, DAVOX shall have
     the right to establish alternative sources of

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     maintenance service coverage, including providing service itself or
     contracting with a third party when such restriction or interference is
     removed or becomes surmountable.

10.  CONFIDENTIALITY

10.1 Confidentiality.  The parties hereto acknowledge that the Products
     incorporate confidential and proprietary information developed or acquired
     by or licensed to the respective parties (the "Information").  Both parties
     will take all reasonable precautions necessary to safeguard the
     confidentiality of the Information, including (i) those taken by the
     respective parties to protect their own confidential information and (ii)
     those which may be reasonably requested from time to time.  Neither party
     will allow the removal or defacement of any confidentiality or proprietary
     notice placed on the Products or other items of Information.  The placement
     of copyright notices on these items will not constitute publication or
     otherwise impair their confidential nature.

10.2 Ownership.  All patents, copyrights, circuit layouts, trade secrets and
     other proprietary rights in or related to the Products are and will remain
     the exclusive property of disclosing party or its licensors, whether or not
     specifically recognized or perfected under the laws of the Territory.
     Neither party, by this Agreement, takes any action that jeopardizes its or
     its licensors' proprietary rights or acquire any right in the Products or
     Information, except the limited use rights specified in Section 9(c).

10.3 Use.  Both parties will use the Products and other items of Information
     exclusively to perform its marketing and service activities pursuant to
     this Agreement. Except as specifically contemplated in Exhibit B, GSSC will
     not copy, translate, modify or adapt the Products, Promotional Literature
     or other items of Information without DAVOX's prior written approval.
     Each party will reproduce the disclosing party's or its licensors'
     confidentiality and proprietary notices on all such copies. Neither party
     will decompile, disassemble or reverse engineer the Products or information
     of the other, except as and to the extent specifically permitted under
     applicable law. GSSC will promptly notify DAVOX if GSSC intends to create
     any shell or supplemental software that will be combined with the Products.
     At DAVOX's request, GSSC will provide DAVOX with the specifications, flow
     charts, source and object code and other documentation for such programs.

10.4 Disclosure.  GSSC will not disclose, in whole or in part, the Information
     except to those of GSSC's employees who require access to perform its
     obligations under this Agreement and have executed a confidentiality
     agreement identical to that attached as Exhibit J (the "Non-Disclosure
     Agreement").  The parties will execute all Non-Disclosure Agreements as
     principal on its behalf and, exclusively to accept or otherwise perfect
     both parties individual rights thereunder, as agent on behalf of said
     party.  At either party's cost and request, both parties will provide the
     other with copies of all Non-Disclosure Agreements.  In no event will
     either party amend or cancel any Non-Disclosure Agreement without the
     other's prior approval.

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10.5 Unauthorized Use or Disclosure.  The parties acknowledge that any
     unauthorized use or disclosure of the Information may cause irreparable
     damage to the other party or its licensors.  If an unauthorized use or
     disclosure occurs, the party from which such use of disclosure occurs will
     promptly notify the other party and take, at its reasonable expense, all
     steps which are necessary to recover the Information and to prevent its
     subsequent unauthorized use or dissemination.

10.6 Limitation.  Neither party will have any confidentiality obligation with
     respect to any portion of the Information that (i) it independently knew or
     developed before receiving the Products or Information from the other, (ii)
     it lawfully obtained from a third party under no obligation of
     confidentiality, (iii) became available to the public other than as a
     result of an act or omission of any of its employees or customers or (iv)
     is subject to subpoena.  Under any of these circumstances, the party
     seeking to release information will notify the other at least 30 days
     before disclosing such portion of the Information known to be confidential
     to any other person.

11.0 INSURANCE AND INDEMNITY

     a.   GSSC shall, at all times during the term of this Agreement, at its
     sole cost and expense, carry the following insurance coverages written by
     reputable insurance companies admitted to and authorized to do business in
     the state in which the insurance policy is written and having a financial
     rating of VIII and a policyholder's rating of A in the most recently
     published A.M. Best's Rating Guide.

          1.   Workers' Compensation Insurance with a broad form all states
          endorsement covering all employees for statutory limits in accordance
          with the laws of the states in which GSSC will be providing Services;

          2.   Employers' Liability Insurance with a limit of not less than
          $1,000,000 for bodily injury for each accident; and $1,000,000 for
          bodily injury by disease for each employee and for the policy limit;

          3.   Commercial General Liability Coverage, written on an occurrence
          basis including completed operations, covering claims for bodily
          injury including death, personal injury, and property damage
          regardless of when such claims are filed, with a combined single limit
          of $10,000,000 per occurrence.

     b.   Upon execution of this Agreement and immediately upon renewal
     of any coverage required hereunder, GSSC shall provide DAVOX with
     certificates of insurance, issued by or on behalf of the appropriate
     insurance companies, showing:

          1.   that the insurance coverage required under this Section 13 is in
          force; and
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          2.   that the insurance company(ies) issuing such policy(ies) have
          agreed to notify both GSSC and DAVOX of any cancellation at least
          thirty (30) calendar days prior to the effective date of such change
          or cancellation.

     c.   All insurance required by this Agreement shall be provided on a
     "primary basis" regardless of any other insurance DAVOX may elect to
     purchase and maintain. Accordingly, no insurance coverage required of GSSC
     shall be subject to an "excess" or "pro-rata" type of other insurance
     clause nor shall any coverage by subject to any clause which would be
     contrary to the aforesaid intent of the parties.

     d.   Except for GSSC's Workers' Compensation Insurance, all of the policies
     required of GSSC shall include DAVOX, identified as DAVOX Corporation and
     its divisions or subsidiaries as additional insureds.

     e.   In the event that GSSC fails to deliver the certificate of insurance
     to DAVOX as required hereunder, DAVOX shall notify GSSC in writing and GSSC
     shall have twenty (20) days (but shall use its best efforts to obtain same
     within ten (10) days) to furnish a certificate as required by this Section,
     if GSSC fails to provide said certificate to DAVOX then, DAVOX, at its sole
     discretion and solely for DAVOX's own benefit, shall have the right to
     obtain the insurance coverage as expressly covered herein, and the premium
     and other related costs shall be charged to GSSC.  GSSC's failure to
     exercise its discretion in this regard does not relieve GSSC from its
     obligations or liabilities hereunder, not create any liability on the part
     of DAVOX.

Nothing in this Section 11.0 shall be deemed to expand or modify the rights,
remedies and liabilities of the parties as set forth elsewhere in this
Agreement.

12.0 LIMITATION OF LIABILITY

12.1 EXCEPT FOR GSSC'S OBLIGATIONS UNDER SECTION 11 AND CLAIMS ARISING OUT OF
     BREACH OF SECTION 8 AND 10, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR
     ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS
     OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY EITHER PARTY ARISING OUT OF
     THE AGREEMENT, WHETHER IN CONTRACT OR IN TORT, EVEN IF THE OTHER PARTY HAS
     BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.0 INDEPENDENT CONTRACTOR

13.1 DAVOX and GSSC are independent parties.  Nothing in this Agreement shall be
     construed to make either party an agent, employee, franchisee, joint
     venturer, partner or legal representative of the other party.  Except as
     other provided in this Agreement, neither parties hold, have nor represent
     itself to have any authority to act on the others behalf.
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14.  HIRING/COMPETITION

14.1 During the term of this Agreement and for six (6) months thereafter, GSSC
     and DAVOX agree to refrain from soliciting for employment without the prior
     written consent of the other, their respective employees.

14.2 GSSC agrees not to solicit existing or future DAVOX Customers with any
     offer to provide direct services for support of DAVOX Products.  If during
     the course of this Agreement, existing or future DAVOX customers request
     service from GSSC on DAVOX equipment, those requests will be forwarded to
     DAVOX.

15.0 GENERAL PROVISIONS

15.1 This Agreement is not assignable, in whole or in part, by either party
     without the prior written consent of the other party, and any attempt to
     make such assignment shall be void, except for assignments to wholly owned
     subsidiaries or affiliates.

15.2 This Agreement shall be governed and construed in accordance with the laws
     of the United States and the State of Massachusetts as applied to
     agreements to be performed entirely within Massachusetts between
     Massachusetts residents.

15.3 The following provisions shall survive the expiration or termination of
     this Agreement; Sections 8, 10, 11, 12, 13, 14, and 15.

15.4 This Agreement, including the Exhibits hereto, is the complete and
     exclusive statement of the agreement between the parties and supersedes any
     and all prior agreements and communications with respect to the subject
     matter.  The terms of this Agreement shall apply notwithstanding any
     proposed variations or additions which may be contained in any purchase
     order or other communication submitted by GSSC.  No DAVOX or GSSC employee
     other than the authorized person or officer of GSSC or DAVOX shall have any
     actual or apparent authority to modify the terms of this Agreement in any
     way.  All authorized modifications shall be in writing and signed by such
     authorized representative of DAVOX and GSSC.

15.5 In case any one or more of the provisions contained in this Agreement
     shall, for any reason, be held to be invalid, illegal or unenforceable in
     any respect, such invalidity, illegally or unenforceability shall not
     affect any other provision of this Agreement, but this Agreement shall be
     construed as if such invalid, illegal or unenforceable provision had never
     been contained herein.

15.6 Any item or service furnished by DAVOX or GSSC in furtherance of this
     Agreement, although not specifically identified in it, shall nevertheless
     be covered by this Agreement unless specifically covered by some other
     written agreement executed by GSSC and an authorized representative of
     DAVOX.
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15.7 Whenever notice or requests may be or are required to be given by either
     party to the other, such notices shall be in writing and shall be sent by
     fax (transmission confirmed) or by registered or certified air mail, return
     receipt requested, or its equivalent, air postage prepaid.  Notice shall be
     deemed effective one hour after faxing or ten (10) days following the date
     sent.  The addresses of the parties (unless and until written notice of
     change shall have been given) shall be as follows:

<TABLE>
<CAPTION>

<S>       <C>                            <C>       <C> 
DAVOX:    DAVOX Corporation              Grumman:  Grumman Systems Support
          6 Technology Pk Drive                    10 Orville Drive
          Westford, MA 01886                       Bohemia, N.Y.  11716
          FAX No. (508) 952-0201                   FAX No. (516) 563-6881
          Attn: Contract Administration            Attn:  Doug Hoffman
</TABLE>

15.8 It is the intent of the parties to explore expanded service opportunities
     relative to DAVOX Products in terms of installation, remedial maintenance
     and extended support and to design and implement such new programs and
     service levels as the parties may mutually agree.

15.9 All rights and remedies conferred under this Agreement or by any other
     instrument or law shall be cumulative, and be exercised singularly or
     concurrently.  Failure by either party to enforce any provision shall not
     be deemed a waiver of future enforcement of that or any other provision.

16.0  INFRINGEMENT INDEMNIFICATION

16.1 DAVOX will defend GSSC against any claim that DAVOX's proprietary hardware
     or software supplied hereunder infringes on any valid United States patent
     or copyright and will pay resulting costs, damages and attorney's fees if
     (i) GSSC promptly notifies DAVOX in writing of such claim, (ii) GSSC gives
     DAVOX sole control of the defense and all related settlement negotiations
     and (iii) GSSC, provides DAVOX with reasonable assistance in the defense of
     such claim.  If any claim which DAVOX is obligated to defend has occurred
     or is likely to occur, GSSC agrees to permit DAVOX, at its option and
     expense, either to procure the right for GSSC to continue using the
     hardware or software, or to replace or modify the hardware or software so
     that ft becomes non-infringing.  If neither of the foregoing alternatives
     is available on terms which are acceptable to DAVOX, GSSC agrees to return
     the hardware or software upon written request by DAVOX and GSSC shall be
     released of any obligation for the support of such hardware or software.

     DAVOX shall have no obligations to GSSC under any provisions of this
     Section with respect to any claim based on the use of hardware or software
     in combination with equipment, devices, or software not supplied by DAVOX
     or upon the use of the hardware or software in a manner for which they were
     not intended or modification of the Hardware or Software by persons other
     than DAVOX.  The foregoing states the sole and exclusive
<PAGE>
 
     liability of DAVOX for infringement of any kind and is in lieu of all
     warranties, express or implied, in regard thereto.

     GSSC agrees not to modify or combine with any equipment, device or software
     not supplied by DAVOX any DAVOX Product provided hereunder unless directed
     to do so in writing by DAVOX.

17.0 MARKS

a.   Ownership.  All trademarks, service marks, trade names, logos or other
words or symbols identifying the Products or either party's business (the
"Marks") are and will remain the exclusive property of such party or its
licensors, whether or not specifically recognized or perfected under the laws of
the Territory. Neither party will take any action that jeopardizes the owners or
its licensor's proprietary rights or acquire any right in the Marks, except the
limited use rights specified in Section 10(b). GSSC will not register, directly
or indirectly, any trademark, service mark, trade name, copyright, company name
or other proprietary or commercial right which is identical or confusingly
similar to the Marks or which constitute translations thereof into the
language(s) spoken within the Territory. upon either party's request and
expense, such party will execute the instruments that may be appropriate to
register, maintain or renew the registration of the Marks in the appropriate
party's or its licensor's name within the Territory.

b.   Use. The parties will use the Marks exclusively to advertise and promote
the Products and services within the Territory.  All advertisements and
promotional materials will (i) clearly identify the owner or its licensors as
the owner of the Marks, (ii) conform to the respecting party's then-current
trademark and logo guidelines and (iii) otherwise comply with any local notice
or marking requirement contemplated under the laws of the Territory.  Before
publishing or disseminating any advertisement or promotional materials bearing a
Mark, each party will deliver a sample of the advertisement or promotional
materials to the owner for prior approval.  If the owner notifies the
distributing party that the use of the Mark is inappropriate, the distributor
will not publish or otherwise disseminate the advertisement or promotional
materials until they have been modified to owner's satisfaction.

<PAGE>
 
c.   lnfringement. Each party will immediately notify the other if it learns (i)
of any potential infringement of the Marks by a third party or (ii) that the use
of the Marks within the Territory infringe the proprietary rights of a third
party.  The owner will determine the steps to be taken under these circumstances
at its sole expense, if any. The parties will (i) provide each other with the
assistance that said party may reasonably request at owner's sole expense, if
any and (ii) take no steps on its own without owner's prior approval. By
execution hereof, the signer for GSSC and DAVOX hereby certifies that he/she has
read, understands and is duly authorized to execute this Agreement on behalf of
their company.

GRUMMAN SYSTEMS SUPPORT                  DAVOX CORPORATION
-----------------------                  -----------------



BY:                                  BY:
   -----------------------                            
NAME:  Wesley R. Stout               NAME:  Edward D. Kay

TITLE:  Vice President               TITLE:  Vice President, Customer Service

DATE:                                EFFECTIVE DATE:
     ---------------------                          -------------------------
<PAGE>
 
                                   EXHIBIT A

                        SCHEDULE OF MAINTENANCE SERVICES

1.   Upon receipt and acceptance of a Davox Work Authorization Form for any
     given Customer, GSSC will provide Maintenance Services for the Product
     situated at such Customer location.  Maintenance Services for purposes of
     this Agreement shall mean the Maintenance obligations set forth under the
     terms of the Maintenance Agreement between Davox and the Customer.  Each
     Work Authorization Form shall include all those hardware components
     comprising a Davox call center system as contracted to Davox.

2.   Davox will contract directly with each Customer using Maintenance
     Agreements in essentially the same form as Exhibit H hereto.

3.   Customers will contact the Davox National Support Center in Westford, MA
     with all requests for service.

4.   Davox will attempt to fault isolate, with the minimum use of diagnostic
     programs, the reported problem and, if possible, instruct the Customer on
     steps to be taken to remedy the problem.

5.   In the event Davox determines that hardware on-site service is required,
     the Davox National Support Center will contact the GSSC dispatch facility
     and request such on-site service.  A valid request by Davox must include a
     Work Order Number, which must appear on all documents relating to the
     service call in question.  The Davox National Support Center is the only
     recognized party to GSSC that is authorized to initiate a service call on
     Davox call center systems.

6.   During normal business hours, GSSC will provide a four hour (on-site)
     response, from receipt of request from Davox, to Customers within 50 miles
     of such Service City, and will provide best effort not to exceed eight (8)
     hour response to Customers who are situated from 51 to 100 miles of such
     Service City, in which case Zone charges shall apply. Service requests
     beyond 100 miles of a GSSC Service City will be responded to on a best
     efforts basis. Service requests received by GSSC after normal business
     hours (as measured in the Service City) will be handled on a best efforts
     basis unless the customer has contracted for extended hours of coverage.

7.   GSSC will prepare and submit to Davox a Field Service Activity Report or a
     system generated Service Management report for each service call performed
     by GSSC.  Each such service activity will reference the Work order Number
     as issued by Davox.

8.   GSSC and Davox agree, on an ongoing basis, to jointly develop and to
     formalize control procedures and forms to satisfy the intent stated above.
     Wherever practicable, Davox agrees to use existing procedures and forms of
     GSSC.
<PAGE>
 
9.   GSSC will always render Maintenance Service in a prompt, courteous,
     efficient and workmanlike manner so as to restore the Equipment to good
     working condition.

10.  Any request for Maintenance Service started during normal business hours
     will be worked through to one hour past the PPM and will be treated as
     having been accomplished during normal business hours and no additional
     charges will be made.  Maintenance Services exceeding one hour past the PPM
     will be billed at GSSCs then current Time and Materials rate. (See Exhibit
     D for PPM definition).

11.  If engineering changes, feature changes, or safety changes are developed by
     Davox for installed items of Product, such changes will be installed by
     Davox or if Davox requests, GSSC will install such changes, within Service
     Cities, on a Per Call Services basis (per Exhibit D) or a mutually agreed
     to fixed fee basis.  All components, parts and instruction packages
     necessary for GSSC to install engineering, feature or safety changes will
     be delivered by Davox to GSSC at no cost to a location determined by GSSC
     for distribution and installation control.  GSSC will incorporate all
     mandatory FCO's for all Customers and the implementation of suggested FCO's
     will be at the discretion of GSSC unless otherwise agreed to for a specific
     customer.

12.  GSSC shall have no obligation to perform service on Product if the Customer
     does not provide GSSC with full and free access to the Product and a safe
     place in which to perform such service.

13.  GSSC will accept Maintenance Service responsibility in accordance with the
     effective date on the Work Authorization Form, which will be after
     completion of the required training classes, as outlined in Exhibit B. GSSC
     will continue such Maintenance for the full term of Davox's Maintenance
     Agreement with the Customer.  Davox may discontinue Maintenance Service as
     to any Product by sending to GSSC a fully completed and executed Work
     Authorization Form designating discontinuance.  Such discontinuance will
     become effective with respect to the Product thirty (30) days after receipt
     of the Work Authorization Form.  When the collecting party finds it
     necessary to terminate or suspend Maintenance Service because of payment
     delinquency by its Customer, then the requirement for 30 day advance notice
     will be waived; such termination or suspension will be effective
     immediately upon notification to GSSC by Davox.

14.  In the event that any Product being maintained under the terms and
     conditions of this Agreement is moved from one GSSC service City to another
     GSSC Service City, GSSC will continue to maintain the Product at the new
     location if:
 
     a.   Such Product is installed by GSSC, or
     b.   GSSC has conducted an inspection after installation at the new
          location and accepts such Product for Maintenance Service under this
          Agreement; and,
     c.   Davox has delivered to GSSC a fully completed and executed Work
          Authorization Form.
<PAGE>
 
     d.   Zone charges will be applied as defined in Exhibit D.
          If, in the opinion of GSSC, the Product does not qualify for
          Maintenance Service because of transit damage, warehouse
          deterioration, excessive wear, or poor or improper service by other
          than GSSC, damage from any other cause and/or improper installation by
          other than GSSC, GSSC shall prepare a formal written report to Davox
          detailing its findings. If GSSC is requested to perform such repairs
          as it deems necessary to qualify the Product for Maintenance Service,
          then GSSC will invoice Davox for such repairs in accordance with the
          terms and condition of the Per Call Services Schedule.

15.  From time to time, Davox may require service on Products not covered by
     this Agreement.  To the extent that Davox provides a Work Authorization
     Form and a Work Order Number; GSSC agrees to provide service on a best
     effort basis.  Such service will be billed to Davox at the Per Call Rates
     in Exhibit D.

16.  From time to time, Davox may require service of new Product (e.g., Product
     which Davox secures from another supplier, and provides to a Customer as
     part of a package tailored to such Customers requirements or a newly
     developed Davox proprietary product).  GSSC agrees to cooperate with Davox
     with a view toward developing an appropriate service program for such
     Product.

17.  Davox will provide GSSC with hardware and software technical telephone
     support at no additional cost to GSSC.  Davox will also provide on-site
     technical assistance, when required, at no additional cost to GSSC.

18.  Davox and GSSC intend to evaluate the support requirements for new Davox
     hardware products, and to pursue extensions or addendum to this Agreement,
     if mutually determined by the parties to be appropriate, on a product by
     product basis.
<PAGE>
 
                                   EXHIBIT B


                TRAINING, DOCUMENTATION, AND ESCALATION SCHEDULE


TRAINING

Call center system maintenance training Will be held at either Davox or GSSC
regional facilities, as mutually agreed to by both parties.  Training classes,
as taught by Davox, will be provided at no cost, excluding travel and expenses,
to GSSC.  Call center system maintenance training will consist of:

     Hardware Maintenance
     This course is designed to teach system maintenance professionals the
     skills and concepts necessary to perform the first level of diagnostic
     testing and maintenance of the different configurations of Davox Systems.
     The course is built around activities that teach the proper use of
     diagnostic tools to troubleshoot and maintain the systems to the field
     replaceable units.

System Administration

This class provides a hands-on approach in setting up, maintaining, and
troubleshooting several types of typical work environments with the emphasis
being placed on non hardware issues.

GSSC will implement a train the trainer program to insure proper training of
GSSC personnel.  Davox will provide and/or make available the required hardware,
documentation and diagnostics, including freight, at no cost to GSSC.  Davox
will also provide initial training on new products for GSSC designated training
personnel at no charge.  Sufficient hardware will be made available by Davox in
order to conduct the required training classes necessary to meet any proposed
new product rollout schedule.

From time to time Davox may make available training in the field by way of
documentation, video tape, local seminars etc. to update GSSC's personnel on new
Products or enhancements, at no cost to GSSC.

GSSC grants Davox the right to use and right to reproduce improved training
methods and materials that GSSC may develop on Davox proprietary systems.  GSSC
will provide accessibility to GSSCs current training programs that might be
applicable to Davox.

TECHNICAL INFORMATION DISTRIBUTION

Certified field engineers will be added to Davox technical mailing list where
technical information is communicated on a regular basis.  GSSC will be
responsible for distributing Technical Information to the appropriate personnel.
<PAGE>
 
Call problem resolution information will be maintained by the Davox National
Support Center.  All work orders, RNs, call logs, etc. are logged and reports
generated through Davox's database.

DOCUMENTATION

Installation Guides, Service Manuals, Diagnostic Manuals, Media and Illustrated
Parts Catalogs for Products maintained by GSSC will be provided at no cost to
each person attending the Hardware Maintenance class conducted by either a Davox
or GSSC trainer.

Davox grants GSSC the right to reproduce all Davox supplied documentation for
the sole use of supporting the services provided on Davox proprietary systems.

GSSC grants Davox the right to use and right to reproduce improved documentation
that may be developed by GSSC on Davox proprietary products.

ESCALATION

GSSC understands the need to establish the lines of communication and identify
the responsible personnel and/or departments to resolve customer problems.  GSSC
will adhere to the Davox published service call escalation schedule in
resolution of a remedial service activity.
<PAGE>
 
                                   EXHIBIT C
                 SCHEDULE OF INSTALLATION AND REMOVAL SERVICES

     GSSC will, upon request from DAVOX, provide installation, removal and
relocation services as directed.  Installation pricing is offered as revenue
share of Davox list installation pricing and, as an option, fixed price for the
equipment as specifically listed in Exhibit D, item 4B.  However, site
requirements, preinstall preparation and configuration conditions contributing
to successful installations must be met exclusively to avoid out-of-scope
charges.

     Where GSSC has to return to a site due to problems beyond our control (eg.
defective or missing hardware, telco circuit failure, etc.) a billable condition
may exist at the prevailing Time and Material rate.

     GSSC will not be responsible for local utility or in-house communication
wiring.  Sites must be properly prepared to receive equipment including, but not
limited to, proper furniture, A/C utility electric, communication/LAN cabling
and be in accordance with local safety and building codes.  GSSC reserves the
right to invoice over and above the firm fixed price for return trips to a site
not properly prepared and that prevent and/or impact the successful installation
of equipment.  GSSC also reserves the right to invoice over and above the firm
fixed installation price if DAVOX requests GSSC to correct deficiencies related
to site preparedness.

Installation Service consists of:

a.   Unboxing and validation of all Davox hardware;

b.   Installation of base system hardware and hardware options shipped with the
     system;

c.   Verification of hardware functionality through system diagnostics; and

d.   Notification to Davox of unusual installation problems (e.g., missing
     parts, transit damage, etc.) which Davox will have the burden of correcting
     prior to GSSC's assumption of Maintenance Service responsibility.  Return
     trips to a site due to defective or missing hardware and or site
     unpreparedness will be billable at GSSC's time and material rates.

     Removal Service consists of:
<PAGE>
 
a.   Disconnecting the Product; and

b.   Making the Product ready for shipment, including securing cables and
     movable or removable panels and subassemblies in accordance with Davox's
     instructions.
<PAGE>
 
                                   EXHIBIT D


                     SCHEDULE OF MAINTENANCE SERVICE RATES

A.   PERIODS OF MAINTENANCE

     Period of Principal Maintenance (PPM) - is defined as eight (8) consecutive
     -------------------------------------
     hours per day of maintenance support, Monday - Friday, excluding GSSC
     Holidays.  The PPM will be contained within the time period from 8:30 AM to
     5:30 PM.

     Periods of Extended Maintenance (PEM)  is defined as consecutive hours per
     -------------------------------------
     day, excluding Davox Holidays, that are added to the initial eight (8)
     hours PPM period to provide the Customer with more than eight (8) hours per
     day of remedial maintenance coverage.  The PEM period must immediately
     follow the PPM period so as to result in continuous hours of coverage.
     Contracted maintenance support that includes weekend coverage is also
     considered a Period of Extended Maintenance.

B.   GSSC'S SERVICE RATES

1.   TIME AND MATERIALS FEES
     ------------------------

     $[OMITTED:  CONFIDENTIAL TREATMENT REQUESTED]/hour
     Mon - Sun 8 a.m. - 8:00 a.m. (2 hr. min) (includes Sat, Sun & Holidays)

2.   EXTENDED COVERAGE
     -----------------

     Uplifts for extended hours of coverage are a surcharge to the basic monthly
     service charge (BMMC) of the Call Center products and their respective firm
     fixed pricing.  However, availability must be determined upon specific
     request.

     Extended Coverage Schedule:

<TABLE>
<CAPTION>

 
                                          8 Hours   12 Hours   16 Hours   24 Hours
<S>                                       <C>       <C>        <C>        <C>
----------------------------------------------------------------------------------
Monday - Friday                           N/A          *%         *%        *%
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Monday - Saturday or                        *%         *%         *%        *%
         Sunday
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
 
Monday - Sunday                             *%         *%         *%         *%
----------------------------------------------------------------------------------
</TABLE>
     * OMITTED: CONFIDENTIAL TREATMENT REQUESTED

     2 hour response time: uplifted [OMITTED:  CONFIDENTIAL TREATMENT
     REQUESTED]% of PEM charges. ($[OMITTED:  CONFIDENTIAL TREATMENT REQUESTED]
     minimum) availability determined upon request.
<PAGE>
 
3.   UPLIFTS FOR EXPANDED ZONE COVERAGE are a surcharge to the applicable Fixed
     Price

<TABLE>
<CAPTION>
 
                 UPLIFT                   MILES COVERED
                 ------                   -------------
 
<S>                                       <C>
       No additional charge                      0 - 50
 
       [OMITTED: CONFIDENTIAL                    51-100
       TREATMENT REQUESTED]%
 
       Reimbursement of incurred expenses       Over 100
        
       Response on best effort basis

</TABLE>

4.   MAINTENANCE AND INSTALLATION/REMOVAL SERVICE PRICING

4A. OPTION 1, REVENUE SHARE

     1.   Remedial Maintenance: [OMITTED:  CONFIDENTIAL TREATMENT REQUESTED]% of
          Monthly Applicable, Davox Maintenance Fee

     2.   Installation/Removal Services: [OMITTED:  CONFIDENTIAL TREATMENT
          REQUESTED]% of Davox list with a minimum of $[OMITTED:  CONFIDENTIAL
          TREATMENT REQUESTED] and a maximum charge of $[OMITTED:  CONFIDENTIAL
          TREATMENT REQUESTED] for sites within 50 miles from a GSSC service
          city.  Zone uplifts apply for installations performed beyond the 50
          mile range.

4B.  OPTION 2, FIXED PRICING SCHEDULE

     1.   CAS installation/removal services will be performed on a Time and
          Material basis and in accordance with the Schedule of Installation and
          Removal Services found in Exhibit C. Where fixed installation pricing
          for products comprising UNISON call center equipment is similar or
          identical to those products comprising a CAS call center, the Davox
          preferred time and material rate will apply for the installation or
          removal service of CAS call center products.

     2.   Firm Fixed installation pricing for Unison Call Center Systems are
          designated per line item.  As products are introduced, modified,
          upgraded or revised, GSSC will provide product/component pricing via
          amendment to the Third Party Service Provider Agreement.

     3.   Firm Fixed Remedial Maintenance pricing is designated per line item.
          As products are introduced, modified, upgraded or revised, GSSC will
          provide
<PAGE>
 
          product/component pricing via amendment to the Third Party Service
          Provider Agreement.

<PAGE>
 
<TABLE>
<CAPTION>
 
UNISON (Call Center Systems)            
                                        
<S>                                <C>                     <C>                      <C>          <C>
 
SUN                                S2OT1N-514-64-P4L       SPARCstation 20            $*              $*
 
SUN                                S5T1N-70-32-P44         SPARCstation 5             $*              $*
 
SUN                                S10S-40-32-P46          SPARCstation 10            $*              $*
 
SUN                                S10S-43-32-P46          SPARCstation 10            $*              $*
 
SUN                                4/15C-16-P43            SPARCclassic               $*              $*
 
SUN                                4/15FC-16-P43           SPARCclassi                $*              $*
 
SUN                                1.05 GB/ X545A-ST       Ext Hard Drive             $*              $*
 
SUN                                2.1 GB/X567A-ST         Ext Hard Drive             $*              $*
 
DVX                                DSP SHELF               DIALER                     $*(1)           $*
 
DVX                                DSP Processor           Expansion PCB              INCLUDED(1)     $*
 
INTEL                              PCEM72144F              Modem                      $*              $*
 
GENICOM                            3410                    Printer                    $*              $*
 
DEC                                LA-424                  Printer                    $*              $*
 
HP                                 550                     Printer                    $*              $*
 
HP                                 560                     Pringer                    $*              $*
 
SUN                                CPRN-360                NEWSprinter CL +           $*              $*
 
MILAN                              MIL4000H                10 base T Hub              $*              QUOTE ONLY
 
SONY                               RM-S350                 Optical Drive              $*              $*
 
Pinnacle Micro                                             Optical Drive              $*              $*
 
AST                                386                     Personal Computer          $*(2)           $*
 
AST                                486                     Personal Computer          $*(2)           $*
 
Logicraft                          RCS                     Personal Computer          $*              $*
 
GNP                                Comm Intrfce                                       $*              $*
 
Chase                              IOLAN                   Terminal Server            $*              $*
 
Exabyte                            8MM                     Ext. Tape Sub-System       $*              $*

</TABLE>
 
<PAGE>
 
<TABLE>
<CAPTION>

                                         MODEL               DESCRIPTION             BMMC      INSTLL/REMVL
                                         -----               -----------             ----      ------------
CAS (Collection Agency Systems)
<S>                                <C>                     <C>                       <C>       <C> 
DVX                                CAS 50                  Auto Dialer                 $*           (1)  T&M
 
DVX                                CAS 500                 Auto Dialer                 $*           (1)  T&M
 
DVX                                CAS 1000                Auto Dialer                 $*           (1)  T&M
 
DVX                                CAS2000                 Auto Dialer                 $*           (1)  T&M
 
DVX                                DN04-01                 Net CRS Intrfce Adaptr      $*           (1)  T&M
 
DVX                                CL04-01                 Expansion Controller        $*           (1)  T&M
 
DVX                                CL06-XX                 Master Controller           $*           (1)  T&M

DVX                                CL08-XX                 Synchronous Expnsn          $*           (1)  T&M
                                                            Contrllr
 
DVX                                CL09-01                 Asynchronous Controller     $*           (1)  T&M
 
DVX                                DN01-01                 Net Cntrlr Intrfce Adpter   $*           (1)  T&M
 
DVX                                CRS                     Comm Resrce Srvr  8 Port)   $*           (1)  T&M
 
DVX                                CRS                     Comm Resrce Srvr (16 port   $*           (1)  T&M
 
SUN                                4/75-32-P43             SPARCstation II             $*                T&M
 
SUN                                4/40FC-8-P40            SPARCstation IPC            $*                T&M
 
Wyse                               Datamanger              Personal Computer 20MB      $*           (2)  T&M
 
Wyse                               Datamanager             Personal Computer 80MB      $*           (2)  T&M
 
AST                                Datamanger              Personal Computer  80MB     $*           (2)  T&M
 
AST                                Datamanager             Personal Computer 150MB     $*           (2)  T&M
 
Genicom                            3210                    printer                     $*                T&M
 
Genicom                            3410                    Printer                     $*                T&M
 
Okidata                                                    Printer                     $*                T&M
 
HP                                 Paintjet                Printer                     $*                T&M
 
GNP                                Comm Intrfce                                        $*                T&M
 
Logicraft                          Rmt Com Srvr            Personal Computer           $*                T&M

</TABLE>
 
<PAGE>
 
<TABLE>
<CAPTION>

UNISON (Call Center Systems)             MODEL               DESCRIPTION            BMMC      INSTLL/REMVL
                                         -----               -----------            ----      ------------
<S>                                <C>                     <C>                      <C>       <C> 
Sony                                                       Optical Drive              $*           T&M
 
Pinnacle Micro                                             Optical Drive              $*           T&M
 
Chase                              IOLAN                   Terminal Server            $*           T&M
 
Exabyte                            8MM                     Ext. Tape Sub-System       $*           T&M
 
</TABLE>

(1)  Spares provided by DAVOX
(2)  Assumes standard configuration consisting of internal hard drive, floppy,
     external color monitor
*    Omitted:  Confidential Treatment Requested
<PAGE>
 
                                   EXHIBIT E

                           SCHEDULE OF PARTS SERVICES

1.   Davox shall furnish, on a consigned basis and in the quantities mutually
     agreed upon by GSSC and Davox, all parts necessary for the maintenance of
     Davox proprietary equipment in consideration of customer location,
     quantities of Customers within any given service city area of GSSC,
     quantity and mix of Davox product and actual usage experienced.  The parts
     shall at all times be subject to Davox's direction and control.  Upon
     termination of this Agreement, GSSC has the option to purchase the parts at
     preferred prices to be mutually agreed upon at that time or return them to
     Davox.  Any such part or equipment which has been damaged as a result of
     GSSC's neglect shall be purchased by GSSC Davox reserves the right to
     verify the condition of any returned parts and equipment through normal
     testing and inspection procedures, within five (5) business days or
     receipt.

2.   During the term of this agreement GSSC will provide the following Parts
     Services to Davox:

     a.   Maintain depots for stocking of Parts in each open Service City and
          keep records of the receipt, disbursement and use of such Parts;
     b.   Utilize the same procedures in the safekeeping and record keeping of
          Davox's Parts as it uses in maintaining its own Parts and records;
     c.   Conduct periodic inventories of Davox's Parts and provide Davox with
          an inventory report immediately after its completion. GSSC will have
          ninety (90) days to reconcile any inventory discrepancies prior to
          reimbursement. GSSC agrees to permit, during regular business hours,
          an onsite audit of any of GSSC's Parts stocking location upon request
          of Davox. Davox may request additional inventories to be taken and
          GSSC will comply at a mutually agreeable fee.
     e.   Procure sufficient inventory to Support OEM equipment.
     d.   Replenish and/or expand the inventory of Parts as mutually agreed to
          by Davox and GSSC.

3.   If Davox does not notify GSSC of any discrepancies within sixty (60) days
     of receipt of a reconciliation inventory report, specifically identifying
     any discrepancies, such inventories will be deemed to be conclusive and
     agreed to by Davox; and Davox will thereupon release and discharge GSSC
     from any liability for discrepancies in the inventory levels discovered
     thereafter.  GSSCs responsibility for unreconciled inventory discrepancies
     will be subject to a 2% annual industry standard shrinkage factor.

4.   During the term of this agreement and any extensions thereof, Davox shall
     make available, at no charge, to GSSC, a module repair program which GSSC
     will utilize to repair failed Davox proprietary modules.  When Davox is
     informed that spares have been used to replace a faulty Davox component,
     board, subassembly, or assembly at a Davox Customer site, Davox will
     express ship a replacement at no cost to GSSC.  The faulty part shall be
     shipped to Davox or a Davox designated repair vendor within 10 (ten) days
     of receipt of
<PAGE>
 
     the replacement at Davox's expense. GSSC will utilize this program to
     repair and/or replace failed Davox proprietary modules at no cost to GSSC,
     inclusive of shipping, handling, taxes, and insurance. Title to the
     replacements shall vest in the customer, and title to the replaced modules
     shall vest in Davox.

5.   In the event that Parts Support commitments described in this Agreement are
     not maintained by Davox and it becomes necessary for GSSC to notify Davox
     that one or more parts are required for an emergency, then Davox will take
     immediate action to ship the parts required by GSSC, at Davox's expense and
     by the method mutually agreed upon by Davox and GSSC, within 24 hours of
     receipt of such notice from GSSC.  However, GSS's response time shall
     commence upon receipt of Davox provide parts, at the GSSC branch office or
     customer site from which the Field Engineer is to be dispatched.

6.   GSSC will not have title to any equipment or to any spare parts which Davox
     may supply unless GSSC specifically purchases them.  GSSC will bear the
     risk of all loss or damage with respect to equipment and parts in GSSC's
     possession with the terms set forth in this section.

7.   GSSC will not be obligated to respond to any service requests unless
     sufficient spare Davox provided parts are available to the responding GSSC
     engineer either at the GSSC branch office or at the customer site,
     provided, however that GSSC has notified Davox of its requirements pursuant
     to paragraphs 1 and 5. In the event that Davox parts are not available at a
     particular GSSC branch office, but located at another GSSC facility, Davox
     may at its own cost, inclusive of freight and insurance, and at Davox's
     sole risk, direct GSSC to ship the required part.  GSSC will use its best
     effort to expeditiously ship, but GSSC shall not be liable for timely
     shipment nor required to dispatch its Field Engineer until the required
     Davox provided parts arrive.

8.   The cost of repair, transportation and handling of Parts to and from Davox
     for Davox proprietary Parts shall be paid by Davox.  For nonproprietary OEM
     parts, the cost of repair, transportation and handling will be at no cost
     to Davox and will be the responsibility of GSSC.

9.   Upon termination of this Agreement, Representative will provide Davox with
     a final reconciliation inventory together with the shipment of remaining
     Parts to Davox at Davox's expense.


                                   
<PAGE>
 
                                  EXHIBIT F

                       SCHEDULE OF GSSC'S SERVICE CITIES

 
Northeast                                               Midwest
---------                                               -------

Boston                                                  Pittsburgh
Meriden                                                 Cincinnati
NYC                                                     Detroit
LI                                                      Louisville
Fairfield                                               Cleveland
Buffalo/Rochester                                       Chicago
                                                        Omaha
                                                        St. Louis
                                                        Indianapolis
                                                        Kansas City
 
Eastern                                                 South Central
-------                                                 -------------
 
Rockville                                               Austin
Baltimore                                               Houston
Richmond                                                Dallas
Philadelphia
Charlotte
 
Southeast                                               West
---------                                               ----
 
Atlanta                                                 Denver
Orlando                                                 Seattle
Tampa                                                   San Francisco
Huntsville                                              Los Angeles
Miami                                                   San Diego
                                                        Phoenix

Canada
------
 
Toronto
<PAGE>
 
                                   EXHIBIT G
                                   ---------
                                        
                            WORK AUTHORIZATION FORM
                            -----------------------
<PAGE>
 
                                   EXHIBIT H


                          DAVOX MAINTENANCE AGREEMENT
<PAGE>
 
                               DAVOX CORPORATION
                                 CONTINUUM/TM/
                           SUPPORT SERVICES AGREEMENT

This Support Services Agreement dated as of this           day of          ,
                                                 ---------       ----------
199  entered into between Davox Corporation, a Delaware corporation with its
   - 
principal place of business at 6 Technology Park Drive, Westford, Massachusetts
01886 ("DAVOX") and                 with its principal place of business at
                    ---------------
                          ("Customer").
------------------------- 

1.   CONTRACT COVERAGE

Davox agrees to provide Customer and Customer agrees to accept from Davox
support services under the terms and conditions set forth in this Agreement and
in accordance with the support services option selected by Customer (the 
"Support Option") for the Davox computer hardware and peripheral equipment 
(the "Equipment") and Davox computer software (the "Software") and workstations
(the "Workstation(s)") which collectively comprise a UNISON brand call 
management system (a "UNISON System") as specified on the Support Services 
quotation(s) (each a "Quotation") as may from time to time amend and be 
incorporated herein by reference.

2.   BASIC SERVICE HOURS

     A.   Customer Support Programs are managed from the Davox National Support
Center (the "N.S.C.").

     N.S.C. hours for telephone assistance (the N.S.C. "800 Help Line") are 
     7:30 a.m. to midnight, Eastern time, Monday through Friday and 8:00 a.m. 
     to 5:00 p.m. Eastern time on Saturday, excluding Davox holidays ("N.S.C. 
     Standard Hours").  Customer is required to route all problems, questions 
     and requests for service on any UNISON System through the N.S.C. Help 
     Line.  Normal service hours for on-site support are 8:30 a.m. to 5:30 
     p.m., local time, Monday through Friday, excluding Davox holidays ("Normal
     Service Hours"). Davox holidays vary annually.  A copy of the Davox 
     holidays in effect for the then current year will be furnished upon 
     request.

3.   EXTENDED SERVICE HOUR CONTRACT

     Several extended service hour options are available to Customer ("Extended
     Service Hour Options").  Customer shall specify on the Quotation the
     Extended Service Hour Option(s), if any, elected.  IN THE EVENT NO EXTENDED
     SERVICE HOUR OPTION IS DESIGNATED ON THE QUOTATION, NORMAL SERVICE HOURS
     AND N.S.C. STANDARD HOURS SHALL APPLY.  The days and hours of extended
     service hour coverage shall be specified on the Quotation.  Notwithstanding
     anything herein to the contrary, Davox shall have no requirement to furnish
     support services either
<PAGE>
 
remotely through the N.S.C. or on-site outside the service coverage hours 
expressly contracted for.

4.   SUPPORT OPTIONS

     Customer shall specify on the Quotation the Support Option(s) covering the
     applicable UNISON System for which support services are to be furnished.
     Support Options covering Equipment and Software are set forth in category I
     below (each a "System Support Option").  Support Options covering
     Workstations are as set forth in category II below (each a "Workstation
     Support Option").  Only one (1) System Support option may be selected to be
     in effect at any one (1) Customer location.  Customer agrees that where
     Customer has multiple UNISON Systems at any one (1) location Customer shall
     contract and. purchase the same System Support Option for all UNISON
     Systems at said location.

I.   System Support Service Options

Customer shall specify on the Quotation one (1) of the following System Support
Options:

   . Comprehensive Support Services Coverage    COMP
   . Shared Support Services Coverage           SHAR
 
              A.   Comprehensive Support Services Coverage (COMP)
                   ----------------------------------------------

     Comprehensive Support Services Coverage ("COMP") consists of on-site
     Equipment support, remote and on-site Software support and access to remote
     technical assistance, all as set forth in this Section.

Support

Customer is responsible for contacting the N.S.C. in the event of problems with
the UNISON System.  Telephone support and remote diagnosis of problems is
available to Customer during N.S.C. Standard Hours, unless Extended Service
Hours have been agreed to pursuant to Section 3.  Upon notification to the
N.S.C. that the UNISON System has malfunctioned or is inoperative, Davox shall
take such steps as are necessary, in Davox opinion, to correct the malfunction
or inoperation.  These steps may consist, as Davox deems appropriate, of the
following:  remote diagnosis of Equipment and Software malfunctions; on-site
diagnosis of Equipment malfunctions and repair or replacement or Equipment
components; on-site diagnosis or Software malfunctions and correction of
defects; or remote correction of Software defects and downloading of corrected
Software.

On-site support, when necessary, will be performed during Normal Service Hours.
Work performed outside Normal Service Hours shall be performed at Davox then
prevailing rates with a minimum of two (2) hours invoiced.
<PAGE>
 
Davox will install updates and engineering changes to the Software as may from
time to time be released pursuant to Section 8 of this Agreement.

Technical Assistance

The N.S.C. shall be available to Customer during N.S.C. Standard Hours.
Customer shall use the N.S.C. to report malfunctions with the Equipment or
Software and shall also be permitted to use the N.S.C. as a technical resource
relating to questions pertaining to the use, operation or performance of the
Equipment and Software.  In the event Customer requests remote support from the
N.S.C. after N.S.C. Standard Hours, and support is made available, such support
shall be billable at Davox's then prevailing rates.

Limitations on Equipment and Software Covered

Only Davox manufactured and supplied Equipment and Software and any Davox
authorized third party equipment set forth on the Quotation accepted by Davox
will be serviced under Comprehensive Support Service Coverage.  A list of Davox
then current authorized third party equipment will be furnished upon request.

                  B.   Shared Support Services Coverage (SHAR)
                       ---------------------------------------

The Shared Support Services Coverage ("SHAR") consists of remote and on-site
Software Support; replacement of malfunctioning Davox manufactured Equipment
components on an exchange basis; and access to remote technical assistance, all
as set forth in this Section.

Support

Customer is responsible for contacting the N.S.C. in the event of problems with
the UNISON System.  Telephone support and remote diagnosis of problems is
available to Customer during N.S.C. Standard Hours, unless Extended Service
Hours have been agreed to pursuant to Section 3.  Upon notification to the
N.S.C. that the UNISON System has malfunctioned or is inoperative, Davox shall
take steps to diagnosis the cause of such malfunction or inoperation.  Customer,
shall assist Davox in diagnosing problems with the UNISON System.  When in Davox
opinion a failure has occurred with the Davox manufactured Equipment, Davox will
ship replacement Equipment components to Customer, at Davox expense, for arrival
the next business day.  Customer shall be responsible for removing the failed
component and installing the replacement component.  Customer shall return the
failed Equipment component to Davox via surface carrier, at Customers expense,
using the packaging and return label provided with the replacement component.
Failed components must be returned to Davox within fourteen (14) days of receipt
of the replacement component(s), or Customer will be deemed to have purchased
the replacement component at Davox then prevailing list price for such component
and Davox shall issue an invoice which shall be due thirty (30) days from the
date thereof.  When in Davox opinion there is a malfunction or inoperation of
the Software, Davox shall correct the failure and install a corrected version of
the Software on the UNISON System.  Corrected versions of Software may be
installed, at Davox option, either via remote download or by means of on-site
installation.  On-
<PAGE>
 
site installation and support of Software, when in Davox opinion on-site
presence is necessary, is included in SHAR. On-site servicing of Davox
manufactured and supplied Equipment is available upon request on a time and
materials basis.

Davox will install updates and engineering changes to the Software as may from
time to time be released pursuant to Section 8 of this Agreement.

On-site support, when necessary, will be performed during Normal Service Hours.
Work performed outside Normal Service Hours shall be performed at Davox then
prevailing rates with a minimum of two (2) hours invoiced.

Technical Assistance

The N.S.C. shall be available to Customer during N.S.C. Standard Hours.
Customer shall use the N.S.C. to report malfunctions with the Equipment or
Software and shall also be permitted to use the N.S.C. as a technical resource
relating to questions pertaining to the use, operation or performance of the
Equipment and Software.  In the event Customer requests remote support from the
N.S.C. after N.S.C. Standard Hours, and support is made available, such support
shall be billable at Davox then prevailing rates.

Limitations on Equipment and Software Covered

Only Davox manufactured and supplied Equipment and Software will be serviced
under Shared Support Services Coverage.  Third party equipment and software,
including but not limited to, workstations, personal computers, and terminals
are not covered.

II.  Workstation Support Services
     ----------------------------

Customer shall specify on the Quotation one (1) of the following Workstation
Support Options covering workstations:

Replacement Support Coverage                            WSP1
Repair Support Coverage                                 WSP2


                    A.   Replacement Support Coverage (WSP1)
                         -----------------------------------

Davox will provide the telephone assistance via the N.S.C. "800 Help Line" to 
aid Customer in diagnosing workstation system failures to the module level and,
when in Davox's opinion a failure has occurred, will ship replacement components
to Customer for arrival the next business day.  Customer shall return the failed
component(s) to Davox via surface carrier at Customer's expense using the
packaging and return label provided with the replacement component(s).  All
defective component(s) must be returned to Davox within fourteen (14) days after
Customer's receipt of the replacement component(s) or Customer will be deemed to
have purchased the replacement
<PAGE>
 
component at Davox then prevailing list price for such component and Davox shall
issue an invoice which shall be due thirty (30) days from the date thereof. 
On-site visits by Davox service personnel are not included under this
Replacement Support Coverage.

                      B.   Repair Support Coverage (WSP2)
                           ------------------------------

Davox will provide telephone assistance via the N.S.C. "Help Line" to aid 
Customer in diagnosing workstation system failures to the module level.  Upon
determination by Davox that a component has failed, Customer will be given a
return authorization number by the N.S.C. and instructed to return the
component(s), at Customer's expense, to a designated Repair Depot Center.  As
soon as practical after receipt, Davox will repair or replace the component and
return it to Customer via surface carrier, at Davox's expense.  Davox shall make
available to Customer, at Customer's expense at Davox's then current pricing, a
complement of spare devices to be used in the interim while component(s) are in
the repair cycle.  Davox will recommend the type and quantity of spares which
the Customer should have on hand upon request by the Customer.  On-site visits
by Davox service personnel are not included under this Repair Support Coverage.

5.   ELIGIBILITY

Davox reserves the right, at Customer's expense, to inspect and qualify for
support services Equipment or Software or Workstation which was not subject to
Davox warranty coverage or a Davox Support Option immediately prior to the date
of the Quotation.

6.   TERM

The initial period of coverage shall commence on the date specified on the
Quotation or if no date is specified the date the Equipment and/or Software
and/or Workstation is installed and ready for live dialing (the "Go Live Date")
and shall continue for a period of one (1) year (the "Initial Term").  Coverage
under additional Quotations incorporated hereunder shall commence on the date
specified on the Quotation or if no date is specified, the Go Live Date of the
Equipment and/or Software and/or Workstation and shall expire on a co-terminus
basis with the term then in effect.  Thereafter, the Agreement shall
automatically renew for subsequent additional one (1) year terms, unless either
party shall have given the other written notification of its intention not to
renew coverage at least sixty (60) days prior to the anniversary date of the
Agreement.

Davox reserves the right, at any time, to evaluate any Equipment or Software or
Workstation, including its use and environment, and qualify continuance of
support services based upon changes, which, in Davox's sole opinion, are
reasonably required for the proper operation of any Equipment, Software or
Workstation and the continuance of the Support Option in effect hereunder.

7.   PAYMENT

In return for the Services under the Support Option(s) or other coverage to be
provided, Customer agrees to pay to Davox the fees stated on the Quotation or
such fees as Davox may,
<PAGE>
 
from time to time, establish in accordance with this
Section prior to the commencement date of each term or as otherwise provided in
this Agreement.  Davox may change the prices for Support Options by providing
Customer written notification of such changes ninety (90) days prior to the end
of a current term.  The fees stated are annual charges, quoted and to be paid in
United States dollars, and shall be paid one (1) year in advance.  Davox shall
invoice Customer annually, not more than sixty (60) days prior to the
commencement of the Initial Term or the expiration of the then current Term and
such invoice will be due upon receipt.  Support services furnished on a "time 
and material" basis will be invoiced as rendered and shall be due thirty (30) 
days from the date of invoice.

Davox may suspend or terminate, at its sole option, this Agreement in the event
Customer fails to make prompt payment on or before the invoice due date or if
Customer otherwise breaches this Agreement.

With the exception of United States income taxes which Davox may be obligated to
pay as the result of payment made by Customer, Customer agrees to pay or
reimburse Davox for all other taxes, duties, fees, and all other charges which
may be levied by any governmental body as a result of this Agreement.  All
amounts payable by Customer to Davox under this Agreement are exclusive of any
tax, levy, or similar governmental charge that may be assessed by any
jurisdiction, whether based on gross revenue, the delivery, use or possession of
the Products, the execution or performance of this Agreement or otherwise,
except for net income taxes assessed on Davox in the United States, by taxing
authorities within the United states.  Subject to this exception, Customer shall
pay all taxes, levies or similar governmental charges or provide Davox with a
certificate of exemption acceptable to the taxing authority.  If Customer is
required under the law of any applicable jurisdiction to deduct any withholding
taxes from payments to Davox, then (i) Customer shall notify Davox prior to
withholding any such taxes, (ii) the price payable by Customer for the products
shall be increased so that the actual amount received by Davox, net of all
taxes, will be equal to the prices set forth in the Agreement and invoiced
Customer and (iii) Customer will promptly furnish Davox with the official
receipt of payment of these taxes to the appropriate taxing authority.

In the event Customer requests support services under a Support Option and the
UNISON System is located at a site other than that shown as the Install Location
in the Quotation, Davox shall have the right to charge Customer for travel time
and travel expenses incurred as the result of such request to perform support
hereunder at another site.

8.   UPDATES AND ENGINEERING CHANGES

Updates and engineering changes will be made to the Equipment or Software when
in Davox opinion such updates and changes are necessary to correct mechanical or
operational errors or deficiencies in order to conform the Equipment or Software
to Davox published specifications at the time of shipment.

Davox may from time to time elect to make changes to the Equipment or Software
to enhance performance, reliability, or serviceability and make such changes
available to Customer.
<PAGE>
 
All updates and changes released by Davox under this subsection shall be deemed
"Revisions".  Davox shall provide Customer with general Revisions of the 
Software upon release by Davox.  Davox will be relieved of any liability 
arising out of any errors or defects in any prior version or Revision of the 
Software ten (10) days following delivery of the latest Revision.  Customer may
elect to install or not install a Revision.  In the event Customer elects not 
to install the latest Revision, Davox will continue to support the immediate 
prior Revision until the next new Revision is released.  In no event shall 
Davox be obligated to support a Revision other than the then latest Revision 
or, the immediate prior Revision.

9.   CUSTOMER RESPONSIBILITIES

     To the extent applicable under the Support Option(s) selected, Customer is
     obligated under this Agreement and agrees to:

A.        Provide Davox free and full access to the Equipment, Software or
          Workstations for the purpose of performing support.

B.        Provide a safe working environment for Davox personnel and provide, at
          no charge to Davox, adequate and safe storage space for spare
          equipment as may be necessary.

C.        At all times maintain complete responsibility for all controls and
          files in the UNISON System.

D.        Provide Davox, at no charge, access to and use of any machines,
          attachments, and/or communications facilities which in Davox's 
          opinion, are necessary to facilitate support.

E.        Maintain and control proper site environmental conditions.

F.        Make available such time as may be requested by Davox for installation
          of any engineering change order or Revision during the term of this
          Agreement.

G.        Notify Davox thirty-five (35) days prior to moving the UNISON System
          from the Install Location specified on the Quotation.

10.  RELOCATION OF EQUIPMENT

     Upon request by Customer, Davox will provide a price quotation for the
     relocation of any UNISON System or Workstation to a new site.

     In the event any UNISON System or Workstation is moved or relocated by
     other than Davox personnel, Davox shall have the right to evaluate the
     UNISON System and Workstation and its new site and environmental conditions
     as a condition for continuing
<PAGE>
 
     Support on the UNISON System and Workstation and to bill Customer at its 
     then prevailing rates for such inspection and any labor, material and 
     adjustments which, in Davox's opinion, are necessary to restore the UNISON 
     System or Workstation to good operating condition.

     Davox responsibility in the event Customer requests that Davox relocate a
     UNISON System or Workstation shall be to deinstall the UNISON System or
     Workstation at Customer's then current location and re-install the UNISON
     System or Workstation at Customers new location.  In the absence of prior
     shipping instructions, Davox will select a carrier on behalf of Customer, 
     but in no event shall such carrier be construed to be an agent of Davox. 
     Risk of loss to the UNISON System or Workstation shall at all times reside
     solely with Customer.  IN NO EVENT SHALL DAVOX HAVE ANY LIABILITY FOR LOSS
     OR DAMAGES TO PROPERTY OR INJURY OR DEATH TO PERSONS ARISING OUT OF 
     TRANSPORTATION OF THE UNISON SYSTEM OR WORKSTATION.

11.  ADDITIONAL EQUIPMENT

     Any Equipment, Software or Workstation acquired by Customer during the term
     of this Agreement and placed into service at the Install Location shall be
     added to the Agreement on a co-terminus basis.  Customer shall execute a
     Quotation which shall specify the Equipment and/or Software and/or
     Workstations to be added to the Agreement and the additional charges for
     the balance of the current term to be invoiced to the Customer.

12.  EXCLUDED SUPPORT

     Support to be provided under this Agreement does not include repair of
     damage, replacement of parts or increase of service time attributable to
     reasons other than normal wear and tear, including but not limited to the
     combination or operation or use of Equipment, Software or Workstations with
     materials not supplied by Davox or for purposes for which the Equipment,
     Software or Workstation was not designed, unusual physical or electrical
     stress, accident, neglect, acts of God, or misuse, abuse, or modification
     of the Equipment, Software or Workstations by persons other than Davox.
     When support service is required for reasons other than normal wear and
     tear, services will be performed at Davox's then prevailing time and
     materials rate and an invoice issued to the Customer.  If Customer modifies
     the Equipment, Software or Workstation or adds foreign devices to the
     UNISON System or Workstation, then Davox may at its option, (i) terminate
     this Agreement or (ii) support and service such modifications and foreign
     devices at its then prevailing rates.  Provisions or replacement of
     operational supplies or media items are specifically excluded form support
     services hereunder.

13.  LIMITATION OF LIABILITY

     DAVOX MAKES NO REPRESENTATIONS OR CONDITIONS OR WARRANTIES, EXPRESS OR
     IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF 
<PAGE>
 
     MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR INFRINGEMENT, EXCEPT
     AS PROVIDED IN THIS AGREEMENT.  DAVOX DOES NOT WARRANT THAT THE FUNCTIONS
     CONTAINED IN THE SYSTEM WILL MEET THE REQUIREMENTS OF THE CUSTOMER OR
     THAT THE OPERATION OF ANY SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.  
     IN NO EVENT SHALL DAVOX BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF DATA, 
     LOSS OR USE OF ANY COMPONENT OF THE SYSTEM, OR INDIRECT, SPECIAL, 
     INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY KIND, IN CONNECTION WITH OR 
     ARISING OUT OF THIS AGREEMENT OR SUPPORT SERVICES PROVIDED HEREUNDER.

     Davox's maximum liability regardless of the form of action taken shall not
     in any event exceed the annual charges actually paid by Customer to Davox
     for support hereunder for the then current term.  Davox shall not be liable
     to customer or any other third party for any injury to any person or
     property where said injury arises out of Customer's use or application of
     the Equipment, Software or Workstation, except for injuries arising out of
     Davox's intentional wrong-doing or gross negligence.  Customer shall
     indemnify and hold harmless Davox from any and all damages, costs, and
     expenses incurred by Davox in connection with any claim, suit or proceeding
     relating to or arising out of the Customer's use or application of the
     Equipment, Software or Workstation unless occasioned by such gross
     negligence or intentional wrong-doing of Davox.  The sole and exclusive
     remedy of Customer hereunder with respect to a defective or inoperative
     UNISON System or Workstation is to request Support as provided herein.

14.  GOVERNING LAW

     This Agreement and any transaction pursuant thereto shall be governed by
     the laws of the Commonwealth of Massachusetts.

15.  NOTICES

     All notices provided for in this Agreement shall be given in writing and
     shall be effective (i) when served by personal delivery or (ii) five (5)
     days after being deposited, postage prepaid, in the mail and addressed to
     the parties at their respective addresses as set forth in this Agreement or
     as either party may later specify by written notice to the other.

16.  ACTS OF GOD

     Davox shall not be liable for damages or any delay or failure to deliver
     arising out of causes beyond its reasonable control and without its fault
     or gross negligence, including, but not limited to, acts of civil or
     military authority, fires, riots, wars, embargoes, revolutions,
     insurrections, rebellions, national emergencies, strikes, floods, acts of
     God, earthquakes, explosions, storms, epidemics, quarantine restrictions,
     labor disputes, transportation embargoes or delays in transportation, or
     inability to obtain equipment or parts due to delays or backlog of
     suppliers.
<PAGE>
 
17.  REPLACEMENT OF COMPONENTS

     When in the course of furnishing support services hereunder, Davox
     determines it necessary to remove a defective or non-operating component to
     the Equipment and replace it with a functioning component, the replacement
     component shall become the property of Customer and the removed component
     shall become the property of Davox.

18.  GENERAL

     This Agreement constitutes the entire agreement between the parties
     relative to the subject matter hereof, and supersedes all proposals,
     written or oral, and all other communications between the parties relating
     to the subject matter of this Agreement.

     No waiver, amendment, or modification of this Agreement shall be effective
     unless it is in writing and signed by the parties hereto.

     Davox reserves the right to subcontract for the performance of support and
     other services to be provided under this Agreement.  In such event,
     however, the rights and obligations of Davox and Customer hereunder will
     not be diminished.

     Customer may not assign any of its obligations, rights, or remedies under
     this Agreement and any such attempted assignment shall be null and void.

     All Software furnished hereunder including, without limitation, all
     Revisions thereto are furnished under license to Customer.  The terms of
     such license are as set forth in a certain and separate agreement between
     the parties under which the Software was originally furnished to Customer,
     or if no such agreement is in effect between the parties, the terms of
     Davox standard software license shall apply, and Customer agrees to execute
     such standard license terms upon request of Davox.

     The invalidity, illegality, or unenforceability of any provision of this
     Agreement shall in no way affect the validity, legality, or enforceability
     of any other provision.

     Titles or captions in this Agreement are inserted only as a matter of
     convenience and for reference, and in no way define, limit, extend, or
     describe the scope of this Agreement or the intent of any provision hereof.
<PAGE>
 
     This Agreement shall be binding upon and inure to the benefits of the
     parties and their respective successors, heirs, and assigns.

Agreed by:                          Agreed by:

Davox Corporation                   Customer


________________________________    ______________________________________
  Signature                           Signature

________________________________    _______________________________________
  Name and Title                      Name and Title


________________________________    _______________________________________
  Date                                Date
<PAGE>
 
                          DVX/GSSC AUTHORIZATION FORM

                                                                 REVISED 7/11/95
                                                                 ---------------
                                                                                
DATE:  _________________                 DVX SITE # __________________ 

ACCOUNT NAME:    _____________________________________________________

SUITE/FLOOR:     _____________________________________________________

STREET:          _____________________________________________________

CITY:            _____________________________________________________

STATE:           ________________                 ZIP: _______________
                                               
GSSC PC:         _____________________________________________________

GSSC PRIMARY FE: _____________________________________________________

MILEAGE (CIRCLE):  0-50, 51-100, OVER 100
UPLIFT (CIRCLE):  YES  NO           UPLIFT %
     BASIC MONTHLY MTNC. CHARGE (BMMC):  $ __________________________
                                         
     GSSC SITE #:_______________________

SITE CONTACT:    _____________________________________________________

PHONE:           _____________________________________________________

SITE CONTACT:    _____________________________________________________

PHONE:           _____________________________________________________


          APPROVAL     
          ________________________________________

          DATE:        
          ________________________________________

          APPROVED BY: 
          ________________________________________          

          CONTRACT START DATE:
          ________________________________________

          CONTRACT END DATE:
          ________________________________________

<PAGE>
 
DVX SITE CODE #:  ____________
(___________) CONFIGURATION:
(_________)R(S):

<TABLE>
<CAPTION>
                                            BMMC      BMMC
MODEL                   LINES     SN        (EA)      (EXT)            
<S>                     <C>       <C>       <C>       <C>
                      ________________________________________
CAS 50                   X
                      ________________________________________
                      ________________________________________
                      ________________________________________   
                      ________________________________________
                      ________________________________________
                      ________________________________________  
CAS500                   X
                      ________________________________________
                      ________________________________________
                      ________________________________________   
                      ________________________________________
                      ________________________________________
                      ________________________________________  
CAS1000                  X
                      ________________________________________
                      ________________________________________
                      ________________________________________   
                      ________________________________________
                      ________________________________________
                      ________________________________________  
CAS2000                  X
                      ________________________________________
                      ________________________________________
                      ________________________________________   
                      ________________________________________
                      ________________________________________
                         X
                      ________________________________________
                      ________________________________________
                      ________________________________________   
                      ________________________________________
                      ________________________________________
              DN01    ________________________________________                
              DN04    ________________________________________
                      ________________________________________
                      ________________________________________   
OTHER                    X
                      ________________________________________
</TABLE>
                        DIALER SUB-TOTAL      $
                        ___________________________________
<PAGE>
 
CONTROLLER(S):

<TABLE>
<CAPTION>

                                   DRIVE       BMMC      BMMC
MODEL      TYPE            SN       SIZE       (EA)      (EXT)
<S>        <C>             <C>     <C>         <C>       <C>
                       ______________________________________________
CRS        8 SLOT                    MB
                       ______________________________________________
                       ______________________________________________
                       ______________________________________________
CRS        16 SLOT                   MB
                       ______________________________________________
                       ______________________________________________
                       ______________________________________________
2000       (CL06)      ______________________________________________
                       ______________________________________________
                       ______________________________________________
2200       (CL04)      ______________________________________________
                       ______________________________________________
                       ______________________________________________
                       ______________________________________________
3000       (CL08)      ______________________________________________ 
                       ______________________________________________


                          CONTROLLER SUB-TOTAL    $
                          _____________________________________
</TABLE>


DVX SITE CODE #  ____________
 
<TABLE>
<CAPTION>
                                                  BMMC        BMMC
MANUF   MODEL      PART #             QTY         (EA)        (EXT)      SN
<S>     <C>        <C>                <C>         <C>         <C>        <C>
                                      _________________________________________ 
SUN     SPARC II   4/74M-32-P43       _________________________________________ 
                                      _________________________________________ 
SUN     SPARC IPC  4/40FC-8-P40       _________________________________________ 
                                      _________________________________________ 
SUN     SPARC 20   S20T1N-514-64-P4L  _________________________________________ 
                                      _________________________________________ 
SUN2200 SPARC 10   S10S-40(42)-32-P46 _________________________________________ 
                                      _________________________________________ 
SUN     SPAR
OTHER   Classic    4/15(f)C-16-P43    _________________________________________ 
                                      _________________________________________ 
                                      _________________________________________ 
</TABLE>
<PAGE>
 
SMC MISC:

<TABLE>
<CAPTION>
                                                  BMMC       BMMC
                                        QTY       (EA)       (EXT)      SN
<S>         <C>        <C>              <C>       <C>        <C>        <C>
                                       ________________________________________
SUN         EXT HRD    1.05GB/545-ST   ________________________________________
            DRV                        
                                       ________________________________________
SUN         EXT HRD    2.1GB/X567A-ST  ________________________________________
            DRV                        
                                       ________________________________________ 
            MODEM      PCEM72144F      ________________________________________
                                       ________________________________________
SUN         150MBSUBS                  ________________________________________
            YSTX660                    
                                       ________________________________________
SONY        OPTICAL                    ________________________________________
            DRIVE RM-                  
            S350                       ________________________________________
                                       ________________________________________ 
PINNACLE    OPTICAL    PM03-130        ________________________________________
MICRO       DRIVE                      
                                       ________________________________________
SUN         8MM TAPE                   ________________________________________
                                       ________________________________________
GNP         COM                        ________________________________________
            DEVICE,
            SPARC TO
            CAS                        ________________________________________
                                       ________________________________________ 
 
LOGICRAFT   SPARC TO
RCS COM     HOST
DEVICE                                 ________________________________________
                                       ________________________________________
MILAN TEN 
BASED T 
HUB                                    ________________________________________ 
                                       ________________________________________

TERMINAL
SERVER                                 ________________________________________
                                       ________________________________________ 
WYSE
TERMINAL                               ________________________________________
                                       ________________________________________ 
OTHER                                  ________________________________________

</TABLE>

                        SMC SUB-TOTAL         $
                        ________________________________________
<PAGE>
 
DVX SITE CODE # ___________
MANAGER:


<TABLE>
<CAPTION>

                                                   BMMC       BMMC
MANUF.        MODEL          TYPE        QTY       (EA)       (EXT)      SN
<S>           <C>            <C>         <C>       <C>        <C>       <C>
                                         ______________________________________ 
WYSE                         20MB        ______________________________________ 
                                         ______________________________________ 
WYSE                         80MB        ______________________________________ 
                                         ______________________________________ 
AST                          150MB       ______________________________________ 
                                         ______________________________________ 
AST                          80MB        ______________________________________ 
                                         ______________________________________ 
OTHER                                    ______________________________________ 
                                         ______________________________________ 
</TABLE>

                           DATAMANAGER SUB-TOTAL   $
                           ______________________________________
 
 
PRINTERS:
<TABLE>
<CAPTION> 

                                                   BMMC       BMMC
MANUF.        MODEL          TYPE        QTY       (EA)       (EXT)      SN
<S>           <C>            <C>         <C>       <C>        <C>       <C>
                                         ______________________________________ 
GENICOM       3210                       ______________________________________ 
                                         ______________________________________ 
GENICOM       3410                       ______________________________________ 
                                         ______________________________________ 
HP PAINT JET                             ______________________________________ 
                                         ______________________________________ 
HP            550                        ______________________________________ 
                                         ______________________________________ 
                                         ______________________________________ 
HP            560                        ______________________________________ 
                                         ______________________________________ 
HP INKJET                                ______________________________________
                                         ______________________________________ 
DEC           LA-424                     ______________________________________ 
                                         ______________________________________ 
SUN           CPRN-360       NEWSprntr   ______________________________________ 
                                         ______________________________________ 
OTHER                                    ______________________________________ 

</TABLE>

                        PRINTER SUB-TOTAL     $
                        __________________________________

                        SUB-TOTAL BMMC        $
                        __________________________________
<PAGE>
 
                                   Exhibit I
                           Software License Agreement

This agreement is made this ____ day of __________ 1995, by and between Davox
Corporation, of 6 Technology Park Drive and Grumman Systems Support Corporation,
located at 10 Orville Drive, Bohemia, New York  11716 ("Customer").

This Software License (the "Agreement") applies to all the Smart Management
Center ("SMC"), or Davox UNISON System, PRELUDE System, SCALE System and/or any
other Davox products which incorporate Davox software.  Customer has been
advised that the SMC, UNISON System, PRELUDE System, SCALE System and other
Davox software contain products licensed to Davox Corporation ("Davox") and
licensed to Davox from third party vendors (the "Third Party Software"). 
Notwithstanding anything in the Grumman - Davox Third Party Service Agreement to
the contrary, the Third Party Software, along with Davox's proprietary software,
is furnished to Customer under the license provided herein.

Subject to the terms of this Agreement, Davox hereby grants to Customer a
personal, non-transferable, nonexclusive license (the "License") to use the
software contained in, furnished with, or made part of, the SMC, the Davox
UNISON System, PRELUDE System or SCALE System and any other Davox product
described in the Grumman - Davox Third Party Service Agreement (the "Software")
solely for Customer's own business use and only in the external hard disk on
which the Software is first provided or installed, except as otherwise herein
provided.  Customer's business use shall be defined as third part servicing of
Davox Products as defined and provided for in the Davox - Grumman Third Party
Service Agreement.  The Software may be copied, in whole or in part, subject to
the proper inclusion of any and all copyright and proprietary notices, only as
may be necessary for Customer's use on such Hard Disk solely for archival and
backup purposes, or to replace a worn or defective copy. Customer shall not copy
any manuals or technical information provided with the Software, except for
those copies necessary for Customer to fulfill its obligations under the Davox -
Grumman Third Party Service Agreement.  If Customer is unable to operate the
Software on the single Hard Disk due to an equipment malfunction, the
<PAGE>
 
Software may be transferred temporarily to another Hard Disk during the period
of equipment malfunction.

Customer shall not reverse compile, disassemble or otherwise reverse engineer,
embed within any other software product, or modify in any manner, including
modifications to source code with respect thereto, the Software in whole or in
part.  Customer agrees and acknowledges that the Software is confidential and
proprietary information.  Customer shall not disclose, provide or otherwise make
available the Software or any part of copies thereof to any person other than
employees of the Customer who have a legitimate need theretofore, without prior
written consent of Davox.  Customer shall take all appropriate action by
instruction, agreement or otherwise, with any persons permitted access to the
Software necessary to satisfy Customer's obligations under this Agreement.  All
copies of the Software, whether provided by Davox or made by Customer as
permitted by this Agreement including without limitation, translations,
compilations, or partial copies, are the property of Davox and may not be used
or disclosed except as permitted by this Agreement.

All rights, title and interest to, and all applicable rights in patents,
copyrights and trade secrets in the Software or any of its parts shall remain
vested in Davox or in any third party vendor from whom Davox has acquired rights
to license the Software, notwithstanding the grant of the License pursuant to
the terms of this Agreement.

Unless otherwise provided herein, the License shall expire at such time as
Customer discontinues use of the applicable Software on the single Hard Disk for
which the Software is first provided, but otherwise shall be without restriction
as to time.

Notwithstanding the foregoing, Davox shall have the right to terminate the
License if Customer fails to pay any and all required license fees, if any, or
otherwise fails to comply with the terms and conditions of the License set forth
herein or in the Davox - Grumman Third Party Service Agreement or fails to cure
any breach of this Agreement or the Third Party Service Agreement within ten
(10) days after receipt of written notice from Davox.  Customer agrees that upon
expiration of the License or upon notice of termination thereof, it will
immediately return or 
<PAGE>
 
destroy the Software and all portions and copies thereof as directed by Davox
and, if requested, will certify in writing to Davox as to the destruction or
return of the Software and all copies thereof.

Davox Corporation and any third party from whom Davox Corporation has acquired
rights to license the Software or any part thereof (the "Licensed Software") is
a direct and intended third party beneficiary of this Agreement to the extent
the Agreement relates to the Licensed Software, and may enforce this Agreement
directly against Customer to such extent, provided, however, that no such
licensor shall be liable to the Customer for any general, special, direct,
indirect, consequential or other damages arising out of or relating to the
Licensed Software.

Except as otherwise expressly set forth herein, all other terms of the Third
Party Support Services Agreement shall remain in full force and effect.  Davox
represents that it is either the owner of the Software or has the right to grant
said license herein.

Davox shall indemnify and hold Customer harmless against any loss, liability,
damage, cost or expense, including reasonable attorney's fees, incurred in
connection with any claim, suit, or proceeding brought against Customer based on
any claim that Equipment or Software supplied hereunder infringes on any valid
United States patent or copyright and will pay resulting costs, damages and
attorney's fees if (i) Customer promptly notifies Davox in writing of such
claim, (ii) Customer gives Davox sole control of the defense and all related
settlement negotiations and (iii) Customer, at Davox's expense, provides Davox
with reasonable assistance in the defense of such claim. If any claim which
Davox is obligated to defend has occurred or is likely to occur, Customer agrees
to permit Davox, at its option and expense, either to procure the right for the
Customer to continue using the Equipment or Software or to replace or modify the
Equipment or Software so that it becomes non-infringing. If neither of the
foregoing alternatives is available on terms which are acceptable to Davox, the
Customer agrees to return the Equipment or Software upon written request by
Davox and to accept a credit equal to the amount paid by Customer less
depreciation at a rate per year over the life of four years in the case of
Software and Equipment.
<PAGE>
 
Davox shall have no obligations to Customer under any provisions of this License
with respect to any claim based on the use of Equipment or Software in
combination with equipment, devices, or software not supplied by Davox or upon
the use of the Equipment or Software in a manner for which they were not
intended. The foregoing states the sole and exclusive liability of Davox for
infringement of any kind and is in lieu of all warranties, express or implied,
in regards thereto.

Customer shall indemnify and hold Davox harmless against any loss, liability,
damage, cost or expense, including reasonable attorney's fees, incurred in
connection with any claim, suit or proceeding brought against Davox so far as it
is based on a claim relating to the manufacture or sale of any Equipment or
Software modified or altered by Customer or combined with any equipment, device,
or software not supplied by Davox to the extent that such claim, suit or
proceeding is due to Customer's actions.

Agreed to:                          Agreed to:

Davox                               Grumman Systems Support Corp.


By:___________________________      By: _______________________________

Title:                              Title:

Date:                               Date:
<PAGE>
 
                                   Exhibit J

                            Non-Disclosure Agreement
                            ------------------------


WHEREAS, Davox Corporation ("Davox") wishes to transmit to Grumman Systems
Support Corporation located at 10 Orville Drive, Bohemia, New York,  11716
("Recipient"), certain information which it deems to be proprietary and
confidential, namely, _______________________________________________________
_____________________________________________________________________________.

WHEREAS, Recipient desires to receive such information for the specific purpose
of __________________________________________________________________________.

THEREFORE, it is agreed as follows:

     1.   The Recipient acknowledges that all confidential or proprietary
          information shall remain the property of Davox; and the Recipient
          agrees:

          a)   to maintain all confidential or proprietary information provided
               by or on behalf of Davox (including all portions or copies
               thereof) as confidential in the same manner as its own
               proprietary information is maintained;

          b)   not to disclose any confidential or proprietary information
               provided by or on behalf of Davox to any third party;

          c)   not to use any confidential or proprietary information provided
               by or on behalf of Davox except for the specific purpose stated
               herein;

          d)   may only reproduce the confidential or proprietary information
               provided by or on behalf of Davox subject to the License; and

          e)   to inform its employees who have a "need to know" any
               confidential or proprietary information provided by or on behalf
               of Davox of the Recipient's obligations hereunder, and to use its
               best efforts to insure compliance by its employees.
<PAGE>
 
     2.   Nothing contained in this Agreement shall be construed as granting or
          conferring by implication or otherwise any rights, by license or
          otherwise, to trademarks, inventions, copyrights or patents of Davox.

     3.   The term "confidential or proprietary information," as used in this
          Agreement, shall mean any data or information that is clearly marked
          as "Proprietary, Trade Secret or Confidential," which is disclosed to
          Recipient.  It is understood that it does not include information
          which:

          a)  is in or subsequently becomes part of the public domain through no
              fault of the Recipient;

          b)  is lawfully received from a third party having the right to
              disclose such information;

          c)  is independently developed by Recipient without breach of this
              Agreement;

          d)  is disclosed with the written approval of Davox; or

          e)  is obligated to be produced under order of a court of competent
              jurisdiction.

          Confidential or proprietary information also includes data or
          information directly developed and related to that arising, or derived
          from confidential or proprietary data or information furnished to the
          Recipient.

     4.   With respect to future plans (product, marketing, financial or other),
          Recipient understands that such plans are subject to change without
          notice at any time and that Davox shall have no obligations to execute
          such plans and shall have no liability as a result of any change to
          such plans.

     5.   Upon request of Davox, Recipient shall promptly deliver to Davox all
          written records of confidential or proprietary information of Davox
          provided to Recipient or a writing certifying their loss or
          destruction.

     6.   The Recipient acknowledges that any remedy at law for any breach of
          this Agreement may be inadequate and that Davox shall be entitled to
          seek specific
<PAGE>
 
          performance or any other mode of injunctive or other equitable relief
          to enforce its rights hereunder.

     7.   This Agreement shall be binding upon the Recipient and its successors
          and assignees and shall inure to the benefit of Davox and its
          successors, agents and assignees.

     8.   This Agreement is governed by the laws of the Commonwealth of
          Massachusetts.

     9.   If any provision of this Agreement or its application is held to be
          invalid, illegal or unenforceable in any respect, the validity,
          legality or enforceability of any of the other provisions and
          applications herein shall not in any way be affected or impaired.

     10.  This Agreement sets forth the entire understanding between the parties
          with respect to the subject matter hereof and may not be modified,
          changed or amended, except by a writing signed by both parties.

     11.  Recipients obligation of confidentiality shall terminate three (3)
          years after the date of disclosure.

Agreed to:                                 Agreed to:

Grumman Systems Support Corporation        Davox Corporation


By: ______________________________         By: ______________________________

Title: ___________________________         Title: ___________________________

Date: ____________________________         Date: ____________________________

_____________________________________________________________________________
<PAGE>
 
For Internal Use Only
---------------------

Date of Initial Disclosure: _____________________________

By: _____________________________________________________

Place: __________________________________________________

Approval obtained from: _________________________________

Date:______________         Initial: ____________________