EXHIBIT 10(s)

                                                  Agreement No.:  ARS-NED-99202


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                        ARS DEALER AGREEMENT BETWEEN

                           LUCENT TECHNOLOGIES AND

                       FARMSTEAD TELEPHONE GROUP, INC.

                     FOR BUSINESS COMMUNICATIONS SYSTEMS


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                              TABLE OF CONTENTS

1.0     DEFINITIONS                                                   2
2.0     DEALER APPOINTMENT                                            3
3.0     DEALER RESPONSIBILITIES                                       4
4.0     INSTALLATION, WARRANTY AND POST-WARRANTY SERVICES             7
5.0     DEALER ORDERS                                                 8
6.0     DEALER CANCELLATION OF ORDERS                                 9
7.0     PRODUCT, PRODUCT COMPONENTS, AND SOFTWARE LICENSE CHANGES     9
8.0     DEALER PRICES AND DISCOUNTS                                   9
9.0     DEALER PRICE LIST AND DISCOUNT CHANGES                       10
10.0    LUCENT BILLING AND DEALER PAYMENT                            11
11.0    DEALER FORECAST AND REPORTS                                  11
12.0    TITLE AND RISK OF LOSS                                       11
13.0    INSURANCE                                                    12
14.0    USE OF INFORMATION                                           12
15.0    LICENSE                                                      13
16.0    TRADEMARKS                                                   14
17.0    PRODUCT WARRANTY                                             14
18.0    LIMITATION OF LIABILITY                                      15
19.0    INDEMNITY                                                    16
20.0    INFRINGEMENT                                                 17
21.0    TERMINATION OF AGREEMENT                                     18
22.0    EFFECTS OF TERMINATION                                       19
23.0    SURVIVAL OF OBLIGATIONS                                      20
24.0    FORCE MAJEURE                                                20
25.0    SECURITY INTEREST                                            20
26.0    SEVERABILITY                                                 20
27.0    ASSIGNMENT                                                   21
28.0    NON-WAIVER                                                   21
29.0    CHOICE OF LAW AND DISPUTES                                   21
30.0    NOTICES                                                      22
31.0    ENTIRE AGREEMENT                                             22
32.0    TERM                                                         22
APPENDIX:                                                            24
ADDENDUM: ENDEAVOR(TM)
ARS OPERATION GUIDE



                                                  AGREEMENT NO.: ARS-NED 99202.

            ARS DEALER AGREEMENT BETWEEN LUCENT TECHNOLOGIES AND
                       FARMSTEAD TELEPHONE GROUP, INC.
                     FOR BUSINESS COMMUNICATIONS SYSTEMS

      This ARS Dealer Agreement ("Agreement") is effective as of December 
16, 1998 and is between Lucent Technologies Inc. ("Lucent"), a Delaware 
corporation, through its Business Communications Systems unit ("BCS"), with 
offices at 211 Mount Airy Road, Basking Ridge, New Jersey 07020, and 
Farmstead Telephone Group, Inc., ("Dealer"), with offices at 22 Prestige 
Park Circle, East Hartford, CT 06108.

      WHEREAS, Lucent desires in certain geographic areas of the United 
States to have others with the necessary marketing capabilities, integrity 
and dedication to End User satisfaction to assist Lucent in marketing 
Business Communications Systems parts to End Users;

      WHEREAS, Dealer represents that it has the necessary marketing 
capabilities, integrity and dedication to sell forecast quantities of 
Lucent Business Communications Systems parts to End Users located in 
Dealer's Area.

      WHEREAS, the parties represent that each will conduct its business in 
a manner that reflects favorably on the quality image of itself, the other 
party and Lucent's Products;

      WHEREAS, Dealer represents that it has or will acquire the service 
capabilities necessary to meet Lucent's quality standards for design, 
installation, and provision of warranty and maintenance on-site services 
for Lucent Products, if Dealer opts to provide such services;

      WHEREAS, Lucent has relied upon these Dealer representations and 
forecasts as the basis for granting Dealer the right to market its Lucent 
Products in the Area;

      NOW, THEREFORE, Lucent and Dealer hereby agree as follows:

<PAGE>  1

1.0  DEFINITIONS
----------------

      For the purposes of this Agreement, the following terms and their 
definitions shall apply:

      1.1  "Area" means the specific geographic area in which Dealer has 
agreed to market Lucent Products in accordance with this Agreement. The 
specific geographic areas that comprise the Area are identified by city, 
state, county and zip code or other appropriate description in Appendix: 
Area.

      1.2  "Dealer Service" means one or more of those services Dealer may 
choose to perform itself for Lucent Products in the Area. Dealer Services 
include system configuration to the End User, installation, warranty, and 
provision of post-warranty on-site maintenance.

      1.3  "End User" means a third party to whom Dealer markets or sells 
Lucent Products within the Area for use by such third party in the ordinary 
course of its business and not for resale; End User does not include any 
Lucent BCS Global Account or any office, department, agency, or defense 
installation of the United States Government except as allowed for in 
separate agreements with Lucent Technologies.

      1.4  "Lucent Product" means an item of Lucent equipment model in an 
Appendix to this Agreement that Dealer has purchased directly from Lucent 
through its BCS Distribution Development and Management group or an order 
source within Lucent designated by the BCS Distribution Development and 
Management group (collectively, "DDM") and that carries the standard Lucent 
warranty when resold to an End User. Each Lucent Product consists of one or 
more Product Components. The set of Product Components that may be used to 
equip a Lucent Product is determined solely by Lucent, which has the right 
to reject any order placed by Dealer that does not reflect rational 
complete Lucent Products or reasonable inventory requirements.

      1.5  "Lucent Service" means one or more of those services provided by 
Lucent that Dealer may choose to resell as a Lucent Service Sales Agent, 
including system configuration, installation, provision of post-warranty 
and on-site and remote maintenance service, and Professional Services. 
Lucent Service also includes post-warranty remote maintenance service 
separate from post-warranty on-site maintenance service, which Dealer may 
offer in conjunction with Dealer Service. Lucent Services, including the 
prices at which they may be offered to end users and the commissions 
payable on their sale, and the price at which Lucent will provide remote 
maintenance service as a subcontractor for Dealer Service are described and 
identified in the ARS Operational Guide.

      1.6  "Product Component" means an item of equipment identified by a 
Lucent equipment price element code or material code. To the extent that a 
Product Component contains or consists of any firmware or software, an End 
User shall have the right to use such firmware or software in accordance 
with Section 15.0.

<PAGE>  2

      1.7  "Software" means any computer program that is composed of 
routines, subroutines, instructions, processes, algorithms, and like ideas 
or know-how, owned by or licensed to Lucent and or one or more of its 
suppliers, regardless of the medium of delivery, including revisions, 
patches and updates of the same.

      1.8  "Territory" means the United States of America, including the 
District of Columbia but excluding 1) the Commonwealth of Puerto Rico and 
all other territories, protectorates and possessions of the United States 
of America, and 2) the geographical areas defined as the "Primary Area of 
Responsibility" for Cincinnati Bell Telecommunication Services Inc. (the 
operating area of Cincinnati Bell Telephone Company in the states of Ohio, 
Indiana and Kentucky), and Progressive Communications of Hawaii, Inc. (the 
state of Hawaii).

2.0  DEALER APPOINTMENT
-----------------------

      2.1  Lucent hereby appoints Dealer, and Dealer hereby accepts an 
appointment, to be an authorized Lucent Dealer for the limited purpose of 
marketing and selling the Lucent Product listed in the Appendix to End 
Users within the Area and the Territory in accordance with the terms and 
conditions of this Agreement. Dealer's authorized marketing location (s) 
and shipping location (s) are set forth in the Appendix. Lucent's 
appointment of Dealer is predicated on Dealer's agreement to market the 
Lucent Product in the Area and to achieve the Area forecast submitted 
pursuant to Section 11.0 of this Agreement. Lucent Products installed 
outside the Area will not be considered by Lucent when determining whether 
Dealer has achieved its Area forecast submitted pursuant to Section 11 of 
this Agreement. Dealer's sales of Lucent Product Components outside the 
Area (unless specifically permitted by this Section 2. 1), Dealer's failure 
to limit its marketing efforts and sales of Lucent Product Components to 
authorized locations or authorized End-Users, or Dealer's failure to 
achieve levels of sales acceptable to Lucent in the Area shall, among 
others, be grounds for termination or nonrenewal of this Agreement.

      2.2  Dealer's sales of Lucent Products and Lucent Product Components 
to other resellers shall be grounds for termination or nonrenewal of this 
Agreement. Dealer agrees that it has no exclusive right to market the 
Lucent Products set forth in the Appendix hereto in the Area or Territory, 
and that no franchise is granted to Dealer herein. No payment of any fee or 
equivalent charge is required of Dealer by Lucent as a condition of this 
Agreement.

      2.3  Lucent expressly reserves both the right to contract with others 
to market Lucent Products in the Territory and the Area and to itself 
directly engage in such marketing.

      2.4  The relationship of the parties under this Agreement shall be, 
and shall at all times remain, one of independent contractors and not that 
of franchiser and franchisee, joint venturers, or principal and agent. 
Neither party shall have any authority to assume or create obligations on 
the other's behalf with respect to Lucent Products, and neither party shall 
take any action that has the effect of creating the appearance of its 
having such authority.

<PAGE>  3

      2.5  All persons furnished by Dealer shall be considered solely 
Dealer's employees, and Dealer shall be solely responsible for payment of 
all their unemployment, Social Security and other payroll taxes including 
contributions from Dealer when required by law.

      2.6  Dealer may market Lucent Products only from the authorized 
marketing locations set forth in the Appendix. During the term of this 
Agreement, no new or additional Dealer marketing location(s) may be 
established in or outside of the Area to market Lucent Products without 
prior written authorization from Lucent.

      2.7  Dealer may not market or sell Lucent Products to any Lucent BCS 
Global Account, or any office, department, agency, or defense installation 
of the United States Government except as allowed for in a separate 
agreement with Lucent, and will use its best efforts to ensure that Dealer 
does not market to present direct customers of Lucent who are under 
warranty or with existing maintenance contracts for Lucent products or to 
any entity that is considering a proposal from Lucent for products or 
maintenance services, except that Dealer may respond to a request directed 
to Dealer for a competitive bid, proposal, or quotation even if Lucent is 
also responding.

3.0  DEALER RESPONSIBILITIES
----------------------------

      3.1  Dealer has previously submitted to Lucent an "Authorized Dealer 
Application". Dealer certifies and warrants that, to the best of its 
knowledge, such information is current, accurate, complete and not 
misleading. Dealer also agrees during the term of this Agreement to notify 
Lucent immediately in writing and describe in detail any significant or 
material change in such information.

      3.2  Dealer agrees to devote its best efforts to promote and market 
Lucent Products to End-Users within the Area. Dealer also warrants that it 
will conduct its business in a manner that reflects favorably on the 
quality image of Lucent Products and on the good name, goodwill or 
reputation of Lucent and will not employ deceptive, misleading or unethical 
practices that are or might be detrimental to Lucent or its Products.

      3.3  Dealer shall not purchase or otherwise obtain Lucent Products 
for resale from any source other than DDM unless a Lucent Product is not 
available from BCS on a timely basis, in which case Dealer may purchase 
that Lucent Product from the Lucent Catalogs, provided that such purchases 
are only to meet a specific customer need. Unless agreed to in writing as 
stated in Section 3 1.0, Dealer's purchase or resale of an unused product 
originally manufactured by Lucent that, if purchased from DDM, would be a 
Lucent Product under this Agreement, shall be grounds for termination of 
this Agreement as stated in Section 21.2.

      3.4  Dealer shall provide and consistently maintain a staff of 
adequately trained and competent sales personnel, knowledgeable of the 
specifications, features and advantages of the Lucent Products. Such 
personnel shall be made aware of the restrictions on use of Lucent's 
Information as set forth in Section 14.0. All marketing or Lucent Product 
training requested by the Dealer and offered by Lucent, will be furnished 
to Dealer at Lucent's standard rates, terms and conditions.

<PAGE>  4

      3.5  If Dealer chooses to provide Dealer Service, Dealer shall 
provide and consistently maintain a staff of services personnel, trained on 
the Lucent Products to Lucent's specifications. Such personnel shall be 
made aware of the restrictions on use of Lucent's Information as set forth 
in Section 14.0. All services training that Lucent requires Dealer 
personnel to undergo, or other services training requested by the Dealer 
and offered by Lucent, will be furnished to Dealer at Lucent's standard 
rates, terms and conditions. If Dealer has subcontracted with Lucent to 
perform all or part of Dealer Service to an End User and Dealer installs 
unused product (s) manufactured by Lucent but not purchased from DDM as 
part of that End User's system, in addition to any other remedies available 
to Lucent, Lucent may terminate any Dealer licenses to use Lucent 
maintenance software and may also terminate its subcontracts with Dealer to 
perform Dealer Service. If Dealer has sold a Lucent Product and a Lucent 
Post-Warranty Maintenance service contract to an End User, Dealer will 
advise such End User that addition of unused product (s) to the Lucent 
Product system may void Lucent's warranty and cause Lucent to terminate the 
service contract.

      3.6  Dealer agrees to purchase and maintain a working Lucent system 
either as a demonstration model or as Dealer's primary telecommunications 
system at each of Dealer's principal marketing locations.

      3.7   n/a

      3.8  Dealer shall inform End Users of the Services available from 
Dealer.

      3.9  Dealer shall report promptly to Lucent all known or suspected 
Lucent Product defects or safety problems and keep Lucent informed of End 
User complaints with respect to Lucent Products or Services.

      3.10  Dealer shall provide Lucent reasonable access to Dealer's 
premises during normal business hours to inspect and verify Dealer 
performance of its obligations under this Agreement, including the right to 
inspect and audit Dealer's records relating to Lucent Product transactions 
in and out of Dealer's Area, Dealer's purchases and sales of unused 
products, Distribution Functions and Dealer Services.

      3.11  Dealer shall comply with all applicable requirements of 
federal, state and local laws, ordinances, administrative rules and 
regulations, including, by way of illustration and not limitation, all 
requirements of Part 68 of the Federal Communication Commission's (FCC) 
Rules and Regulations and the Federal Export Administration Act of 1969, 50 
U.S.C. app. Sections 2401-2414.

<PAGE>  5

      3.12  To ensure timely delivery to End Users, Dealer shall maintain, 
subject to availability from Lucent, an adequate inventory of Lucent 
Products. Upon request, Dealer shall make available to Lucent the status of 
Dealer's current inventory of Lucent Product Components.

      3.13  Dealer shall have the capability of providing End Users 
reasonable financing alternatives to facilitate the procurement of Lucent 
Products and Dealer Services. Dealer shall furnish evidence of such 
capability to Lucent upon request.

      3.14

            a.  To ensure fulfillment of Lucent's Product and Software 
      warranties to End Users, to ensure End User safety, to ensure End 
      Users receive the latest information concerning the use of Lucent 
      Products and enhancements thereto, to maintain End User satisfaction, 
      and to assist Lucent in tracking equipment maintenance obligations 
      and materiel accountability, Dealer agrees to maintain and make 
      available to Lucent on reasonable request an accurate and complete 
      list of Dealer's Lucent Product and Software End Users by name, 
      installation address, the Lucent Product Components furnished to each 
      End User, the transaction date, and (for End Users who elect to 
      install their own systems only), all serial numbers associated with 
      the new Lucent Products, Software or new Lucent Product Components. 
      The obligation to maintain and make such information available to 
      Lucent shall survive expiration or termination of this Agreement.. 
      Lucent will use this information solely for the purposes set forth in 
      this Section 3.14.

            b.  If Lucent is to install the Products, Dealer shall give the 
      information described in 3.14 a., above, to the Lucent Branch where 
      the End User is located, in the agreed format, as soon as Dealer's 
      order process is completed. This will enable the customer to receive 
      the Lucent Warranty on the new Lucent Products and Software, and if 
      the customer has a Post Warranty Maintenance contract and has like 
      products, the new Lucent Products will automatically be added to that 
      contract when the Warranty expires.

      3.15  Dealer shall keep accurate accounts, books and records relating 
to the business of Dealer with respect to Lucent Products and Dealer 
Services in accordance with generally accepted commercial and business 
accounting principles and practices that are sufficient for Lucent to 
ascertain Dealer's compliance with its obligations under this Agreement.

      3.16  Dealer agrees to participate in Lucent's Customer Satisfaction 
Surveys. Lucent may conduct performance reviews of all Dealer 
responsibilities.

      3.17  By the fifth (5th) business day of each month, in a format to 
be provided by Lucent to Dealer, Dealer will submit a point-of-sale report 
of sales made the previous month, by ZIP code, year, month, Pecode, 
quantity.

<PAGE>  6

4.0  INSTALLATION, WARRANTY AND POST-WARRANTY SERVICES
------------------------------------------------------

      4.1  Lucent agrees to furnish any Lucent Services required by End 
Users purchasing Lucent Products from Dealer, as Dealer requests, until 
Dealer's installation and maintenance personnel have completed training to 
the satisfaction of Lucent. During such interim period, Dealer agrees to 
propose Lucent, and only Lucent, Services in connection with each End User 
purchase of Lucent Products under this Agreement, and Dealer will apply for 
appointment as a Lucent Service Sales Agent. Connection of unused product 
(s) manufactured by Lucent to the Lucent Product system may void Lucent's 
warranty to such End User and cause Lucent to terminate the Lucent Services 
contract with such End User.

      4.2  After such training has been completed, Services may be 
furnished by the Dealer for Lucent Products under this Agreement, as 
required by End Users purchasing such Lucent Products. To ensure Dealer 
provision of high quality Services to End Users, Dealer shall: (i) perform 
Services directly and not through a non-Lucent independent contractor or 
agent except with Lucent's specific permission; and (ii) perform such 
Services competently and in accordance with any applicable Lucent 
standards. The indemnity obligations of Dealer under Section 19.1 shall 
apply to any Services furnished by Dealer to End-Users. If Dealer desires 
to have Lucent perform certain Services for Dealer's End Users, Dealer may 
continue to function as a Lucent Service Sales Agent.

      4.3  Lucent's appointment of Dealer to market Lucent Products 
hereunder is predicated on Dealer's agreement that it will hold itself out 
as authorized by Lucent to provide Services only as to Lucent Products 
hereunder and will, to the sole satisfaction of Lucent, clearly distinguish 
its authorization to provide Services for such Lucent Products and its lack 
of authorization to provide Services for other Lucent-manufactured 
equipment, unless such authorization is provided by written agreement with 
Lucent. Dealer also agrees to inform End Users of such distinction in 
Dealer's marketing (including brochures or other printed or written 
materials) of Lucent Products and of any other Lucent equipment. In 
addition to any other events of termination set forth in this Agreement, 
Dealer's failure to distinguish between its authorization to offer Services 
as to Lucent Products and its lack of authorization to offer Services as to 
other Lucent equipment or to inform End Users of such distinction shall 
entitle Lucent to terminate this Agreement upon written notice to Dealer.

5     Dealer may incorporate Lucent's remote maintenance support features 
      in its Services Offers to End-Users. Lucent will serve as Dealer's 
      subcontractor for such remote maintenance. NO LICENSE IS GRANTED, AND 
      NO TITLE OR OTHER OWNERSHIP RIGHTS IN LUCENT'S INTELLECTUAL PROPERTY 
      RELATED TO LUCENT'S PROVISION OF REMOTE MAINTENANCE SUPPORT SHALL 
      PASS TO DEALER UNDER THIS AGREEMENT OR AS A RESULT OF ANY PERFORMANCE 
      HEREUNDER. Dealer agrees to provide Lucent with accurate information 
      on End User port capacity, software attachments, and other 
      information required in order for Lucent to invoice Dealer accurately 
      for such remote support. Failure to provide such accurate information 
      or to update it on a timely basis shall entitle Lucent to terminate 
      this Agreement upon written notice to Dealer. Except as

<PAGE>  7

      agreed to in writing as stated in Section 3 1.0, connection of unused 
      product (s) manufactured by Lucent but not purchased from DDM as part 
      of an End User's system may, in addition to any other remedies 
      available to Lucent, permit Lucent to terminate any Dealer licenses 
      to use Lucent maintenance software and also terminate its subcontract 
      (s) with Dealer to perform Dealer Service.

5.0  DEALER ORDERS
------------------

      5.1  Orders for Lucent Products submitted by Dealer shall refer to 
this Agreement's identification number and shall contain the information 
necessary for proper delivery and invoicing of Product Components 
including, without limitation, the date of the order, a description of and 
the price element code for Product Components to be furnished and any 
shipping instructions. All orders submitted by Dealer shall be deemed to 
incorporate and are subject to the terms and conditions of this Agreement 
as well as any supplemental terms and conditions agreed to in a writing 
signed by the authorized representatives of both parties. All other terms 
and conditions contained on any order form or correspondence originated by 
Dealer are rejected and shall have no effect. Lucent may require that 
Product Components be ordered only in factory-packed quantities or in 
minimum order amounts. Lucent reserves the right to reject any order or 
portion thereof, which right will not be exercised unreasonably..

      5.2  Lucent will ship Lucent Products ordered by Dealer only to the 
authorized shipping location(s) within the Area specified in the Appendix: 
Addresses, or only if Lucent is installing the Products, to the premises of 
an End User within the Area.

<PAGE>  8

6.0  DEALER CANCELLATION OF ORDERS
----------------------------------

      Dealer may, upon prior written notice to Lucent, cancel any order or 
portion thereof except with respect to Lucent Product that have already 
been delivered by Lucent to a carrier for shipment to Dealer. Dealer agrees 
to pay to Lucent, upon any such cancellation, a liquidated amount equal to 
fifteen percent (15%), if the canceled order is not for a configured system 
or systems, or twenty percent (20%), if the canceled order is for a 
configured system or systems, of the purchase price of the canceled portion 
of the order to compensate Lucent for its costs and expenses associated 
with such cancellation. If an order is delayed or suspended for more than 
two months at the request of, or for reasons attributable to, Dealer, such 
order shall be considered as having been canceled and will be subject to 
the cancellation charges set forth in this Section.

7.0  PRODUCT, PRODUCT COMPONENTS AND SOFTWARE LICENSE CHANGES
-------------------------------------------------------------

      7.1  Lucent may without the consent of Dealer, but with thirty (30) 
days advance written notice to Dealer, delete any Lucent Product from the 
Appendix.

      7.2  Lucent may, at any time without advising Dealer, make changes in 
the Lucent Products or modify the drawings and specifications relating 
thereto, or substitute Lucent Products of later design to fill an order, 
provided the changes, modifications or substitutions under normal and 
proper use do not adversely impact upon form, fit or function or are 
recommended by Lucent to enhance safety. Lucent may, at any time with ten 
days advance written notice to Dealer, change the terms of its End User 
Software License.

8.0  ARS DEALER PRICES AND DISCOUNTS
------------------------------------

      8.1  The prices applicable to Dealer orders requesting shipment 
within Lucent's then current Lucent Product shipment intervals shall be 
determined in accordance with: (i) Lucent's Dealer List prices in effect on 
the date an order is accepted by Lucent (i.e., the date it is entered in 
Lucent's order processing system); (ii) the ARS discount schedule in effect 
on the date the order is accepted by Lucent; and (iii) the provisions of 
this Section 8.0. Lucent's ARS discount and rebate schedules are contained 
in the ARS Operational Guide. Dealer orders requesting delayed shipment 
(i.e., shipment on dates beyond Lucent's then current Lucent Product 
shipment intervals) shall be subject to price increases and discount 
decreases that become effective before shipment.

      8.2  The discount applicable to Dealer orders placed, and not 
subsequently canceled, during the term of this Agreement and any subsequent 
term of a substantially similar Agreement, will be determined based on the 
then effective discount schedule and the actual dollar value, based on 
Dealer List Prices, of all orders placed and not subsequently canceled 
during the immediately preceding quarter. The otherwise applicable discount 
percentage will be reduced by an amount set forth in the then effective 
discount schedule for the quarter following any quarter 

<PAGE>  9

in which Lucent learns of Lucent Product sales by Dealer not in conformance 
with the terms of Section 2.1 of this Agreement.

      8.3  Lucent may verify or audit Dealer's Lucent Product and Lucent 
Product Component sales records or rebate calculations and request copies 
of invoices, shipping documents, payment records and the like in connection 
with such audits, which requests will not be unreasonably refused.

9.0  DEALER PRICE LIST AND ARS DISCOUNT CHANGES
-----------------------------------------------

      9.1  Lucent may decrease Dealer list prices or increase discounts or 
rebates in the ARS discount or rebate schedules without advance notice to 
or the consent of Dealer. Lucent agrees to provide written notice of any 
such price or discount changes and the effective date thereof. Lucent 
agrees to provide to Dealer on previously ordered Lucent Products either a) 
a recomputation of the amounts payable for all orders accepted by Lucent 
within sixty (60) days prior to the effective date of the applicable price 
decrease or discount increase, or b) a recomputation of Dealer charges 
based on actual inventory held by Dealer at Dealer's authorized shipping 
location on the date Dealer receives notification of the applicable price 
decrease or discount increase, whichever is greater. Lucent reserves the 
right to audit associated inventory levels. The difference between the 
recomputed amounts and previously invoiced amounts will be reflected as a 
credit to Dealer's account. Lucent also may institute promotional price 
decreases or discount increases at any time under such terms and conditions 
as Lucent in its sole discretion shall determine are appropriate. 
Promotional prices and discounts shall apply only during the period 
specified by Lucent and there shall be no recomputation of amounts payable 
by Dealer for orders placed prior to such period.

      9.2  Lucent may, without the prior consent of Dealer, increase Dealer 
list prices or decrease discounts or rebates in the Dealer discount or 
rebate schedules provided Lucent furnishes Dealer written notice of any 
such changes thirty (30) days in advance of the effective date.

      9.3  Unless expressly stated to the contrary, Dealer list prices do 
not include taxes or Lucent's charges for related domestic transportation 
or storage services. Lucent's Dealer list prices do include its standard 
packing for domestic shipment. All Lucent Product prices are F.O.B. 
Lucent's shipping point. Unless Dealer furnishes Lucent a valid tax 
exemption certificate, Dealer shall pay all applicable taxes, however 
designated, resulting from this Agreement or any activities hereunder 
(exclusive of any tax based on or measured by net income).

<PAGE>  10

10.0  LUCENT BILLING AND DEALER PAYMENT
---------------------------------------

      Invoices for Lucent Products will be sent by Lucent upon shipment, or 
as soon thereafter as practicable. Unless Dealer is otherwise notified by 
Lucent in writing, Dealer shall pay the invoiced amount in full on receipt 
of Lucent's invoice. Payments not received within thirty (30) days of the 
invoice date may, at Lucent's option, incur a late payment charge that 
shall be computed at the rate of one and one-half percent (1-1/2%) of the 
overdue amount per month or the maximum lawful rate, whichever is lower. 
The amount of Dealer credit or terms of payment may be changed or credit 
withdrawn by Lucent at any time upon notice to Dealer in writing, unless 
Dealer provides Lucent with adequate assurance of performance, as that 
phrase is used in Section 2-609 of the Uniform Commercial Code as adopted 
in Delaware within ten days of any such written notice.

11.0  DEALER FORECAST AND REPORTS
---------------------------------

      11.1  Upon execution of this Agreement, Dealer shall submit to Lucent 
a forecast of total Lucent Product orders to be placed by Dealer during the 
contract term. The forecast must specify, for each quarter, the total 
dollar order volume (based on Dealer Price List prices) to be ordered. In 
the event of price increases or discount decreases, as described in Section 
9.2 hereof, Dealer may amend its current forecast within 30 days of the 
receipt of written notice of such price changes.

      11.2  Lucent may reject any forecast submitted by Dealer if, in 
Lucent's sole judgment, such forecast does not project either: (1) the 
level of Lucent Product orders Lucent reasonably requires of Dealer to 
achieve its marketing objectives in the Area; or (2) a realistic assessment 
of Dealer's potential successful marketing opportunities in the Area during 
the forecast period. Lucent shall notify Dealer in writing within thirty 
(30) days of receipt of Dealer's forecast if Lucent has rejected such 
forecast or it will be deemed to have been accepted by Lucent.

      11.3  Dealer shall submit the forecast of Lucent Product orders in a 
format specified by Lucent.

12.0  TITLE AND RISK OF LOSS
----------------------------

      12.1  Title (except for firmware and software) and risk of loss or 
damage to Lucent Products shall pass to Dealer: (i) at the time Lucent or 
its supplier delivers possession of the Lucent Products to a carrier; or 
(ii) if there is no carrier, at the time Dealer takes possession of the 
Lucent Products at Lucent's or its supplier's plant or warehouse or other 
facility. Claims for shortages or for merchandise damaged during shipment 
must be filed with the freight carrier by Dealer. Lucent will cooperate 
with Dealer but will not assume responsibility for the processing or 
collection of claims. Dealer may make no deductions from invoices for 
claims against a carrier.

<PAGE>  11

      12.2  TO BE EFFECTIVE, DEALER REJECTION OR REVOCATION OF ACCEPTANCE 
OF NONCONFORMING GOODS MUST BE MADE BY WRITTEN NOTICE TO LUCENT WITHIN TEN 
(10) DAYS AFTER DELIVERY. LUCENT PRODUCTS REJECTED OR NOT ACCEPTED BY 
DEALER MUST BE RETURNED WITHIN THIRTY (30) DAYS IN THEIR ORIGINAL PACKAGING 
IN ACCORDANCE WITH LUCENT'S INSTRUCTIONS. A restocking charge in the amount 
of twenty percent (20%) of the purchase price will apply to returns, 
accepted by Lucent, of products ordered in error by Dealer.

13.0  INSURANCE
---------------

      Dealer shall maintain, during the term of this Agreement, all 
insurance and bonds required by any applicable law, including but not 
limited to: (1) workers' compensation insurance as prescribed by the laws 
of all states in which work pursuant to this Agreement is performed; (2) 
employer's liability insurance with limits of at least $1 million per 
occurrence; and (3) comprehensive personal liability insurance coverage 
(including products liability coverage and comprehensive automobile 
liability coverage) with limits of at least $1 million for bodily injury, 
including injury to any one person and $1 million on account of any single 
occurrence, and $1 million for each occurrence of property damage, or in 
lieu of such limits, bodily injury and property damage liability insurance 
(including products liability and comprehensive automobile coverage) with a 
combined single limit of at least $2 million per occurrence. Dealer shall 
name Lucent as an Additional Insured on all such policies.. Upon request of 
Lucent, Dealer shall furnish adequate proof of such insurance.

14.0  USE OF INFORMATION
------------------------

      All technical and business information, Dealer List prices, ARS 
discounts or rebates, and trade secrets in any form, furnished to Dealer 
under or in contemplation of this Agreement and identified as or known by 
Dealer to be proprietary to Lucent (all hereinafter designated 
"Information") shall remain the property of Lucent. Unless Lucent otherwise 
expressly agrees in writing, such Information: (i) shall be treated in 
confidence by Dealer and used by Dealer only for the purposes of performing 
Dealer's obligations under this Agreement; (ii) shall not be disclosed to 
anyone, except to employees of Dealer and End Users to whom such disclosure 
is necessary to the use for which rights are granted hereunder; (iii) shall 
not be reproduced or copied in whole or in part, except as necessary for 
use as authorized in this Agreement; and (iv) shall, together with any 
copies thereof, be returned, be destroyed or, if recorded on an erasable 
storage medium, be erased when no longer needed or when this Agreement 
terminates, whichever occurs first. Any copies made as authorized herein 
shall contain the same copyright notice or proprietary notice or both that 
appear on the Information copied. The above conditions do not apply to any 
part of the Information (i) which is or becomes known to the receiving 
party or its affiliates free of any obligation to keep same in confidence; 
(ii) which is or becomes generally available to the public without breach 
of this Agreement; or (iii) which is developed by the receiving party or 
its affiliates. The obligation of confidentiality and restrictions on use 
of Information shall exist for a period of (i) five (5) years after the 
termination of this Agreement, or (ii) ten (10) years after the receipt of 
such Information, whichever is longer.

<PAGE>  12

      All technical and business information and trade secrets in any form, 
furnished to Lucent under or in contemplation of this Agreement and 
identified as or known by Lucent to be proprietary to Dealer (all 
hereinafter designated "Information") shall remain the property of Dealer. 
Unless Dealer otherwise expressly agrees in writing, such Information: (i) 
shall be treated in confidence by Lucent and used by Lucent only for the 
purposes of performing Lucent's obligations under this Agreement; (ii) 
shall not be disclosed to anyone, except to employees of Lucent and End 
Users to whom such disclosure is necessary to the use for which rights are 
granted hereunder; (iii) shall not be reproduced or copied in whole or in 
part, except as necessary for use as authorized in this Agreement; and (iv) 
shall, together with any copies thereof, be returned, be destroyed or, if 
recorded on an erasable storage medium, be erased when no longer needed or 
when this Agreement terminates, whichever occurs first. Any copies made as 
authorized herein shall contain the same copyright notice or proprietary 
notice or both that appear on the Information copied. The above conditions 
do not apply to any part of the Information (i) which is or becomes known 
to the receiving party or its affiliates free of any obligation to keep 
same in confidence; (ii) which is or becomes generally available to the 
public without breach of this Agreement; or (iii) which is developed by the 
receiving party or its affiliates. The obligation of confidentiality and 
restrictions on use of Information shall exist for a period of (i) five (5) 
years after the termination of this Agreement, or (ii) ten (10) years after 
the receipt of such Information, whichever is longer.

15.0  LICENSE
-------------

      15.1  Upon delivery of Lucent Product firmware and software to 
Dealer, Lucent grants to Dealer a personal and non-exclusive right to use 
such licensed materials ("Licensed Materials") in the Area and Territory 
solely to fulfill its duties and obligations under this Agreement. NO TITLE 
OR OTHER OWNERSHIP RIGHTS IN INTELLECTUAL PROPERTY OR OTHERWISE IN THE 
LICENSED MATERIAL OR ANY COPY THEREOF SHALL PASS TO DEALER UNDER THIS 
AGREEMENT OR AS A RESULT OF ANY PERFORMANCE HEREUNDER.

      15.2  Dealer agrees: (i) to make only those copies of Software 
necessary for its use under this Agreement and assure that such copies 
contain any proprietary or copyright notice appearing on the Software being 
copied; (ii) not to reverse engineer, decompile or disassemble the Licensed 
Materials or otherwise attempt to learn the source code, structure, 
algorithms or ideas underlying the Licensed Materials; (iii) not to export 
the Licensed Materials out of the Territory, and (iv) not to use the 
Software directly for any third person or permit any third person to use 
the Software except as necessary under this Agreement.

      15.3  Lucent further grants to Dealer the right to furnish Licensed 
Materials to End Users coincident with the sale of Lucent Products 
utilizing such Licensed Materials, provided, however, that unless the 
Licensed Materials come with a limited use license, which may be in the 
form of a shrink-wrap (break-the-seal) agreement, provided by Lucent, 
Dealer obtains agreement

<PAGE>  13

in writing from the End User, before or at the time of furnishing each copy 
of Licensed Materials, in the form set forth in an Appendix to this 
Agreement.

16.0  TRADEMARKS
----------------

      16.1  Lucent grants Dealer permission to utilize certain Lucent 
designated trademarks, insignia, and symbols ("Marks") in Dealer's 
advertising and promotion of Lucent Products furnished hereunder, provided 
such use conforms to Lucent's standards and guidelines. Dealer shall not do 
business under any Mark or any derivative or variation thereof, and Dealer 
shall not directly or indirectly hold itself out as having any relationship 
to Lucent or its affiliates other than as an "Authorized Lucent ARS Dealer" 
or other Lucent approved term. Except as provided in Section 22.2.2, Marks 
may only be used by Dealer to advertise and promote the Lucent Products 
during the term of this Agreement. Marks are not to be used by Dealer in 
any way to imply Lucent's endorsement of products, licensed materials or 
services not furnished hereunder, such as used or unused products 
originally manufactured by Lucent. Except as agreed in writing as stated in 
Section 3 1.0 Marks are not to be used by Dealer in advertising or 
marketing materials, including print, radio, television, broadcast 
facsimile, telemarketing or Internet websites, that reach End User 
prospective customers outside Dealer's Area. Such uses of Marks will be 
cause for immediate termination of this Agreement. Dealer will not alter or 
remove any Mark applied to Lucent Products without the prior written 
approval of Lucent. Nothing in this Agreement creates in Dealer and Dealer 
agrees not to assert, any rights in the Marks.,

      16.2  All Dealer-initiated advertisements or promotions using Marks 
or any reference thereto, whether under a promotional allowance program or 
otherwise, shall receive to prepublication review and approval by Lucent 
with respect to, but not limited to context, style, appearance, 
composition, timing and media.

      16.3  This Agreement does not give Dealer any rights to use the logo 
or trademark of AT&T Corp. Such rights cannot be obtained under this 
Agreement or any other Agreement with Lucent Technologies Inc.

17.0  PRODUCT WARRANTY
----------------------

      17.1  Dealer may, but is not required to, provide warranties and 
remedies in addition to but not less than the warranties and remedies set 
forth in Section 17.2. Dealer shall inform the End User of Lucent's 
Limitation of Liability as set forth in Section 18 of this Agreement, in a 
reasonable manner. Lucent hereby warrants to Dealer the title of the Lucent 
Products purchased under this Agreement. This warranty of title is the only 
warranty provided to Dealer.

      17.2  Dealer shall, before or at the time of delivery of Lucent 
Products, advise an End User of the following:

            (i)   that the Lucent Products may contain remanufactured parts 
      that are equivalent to new in performance and appearance;  

<PAGE>  14

            (ii)  that there is a toll fraud exclusion in Lucent's 
      warranty, with a specific reference to the words of that exclusion 
      and an explanation of the meaning of those words;

            (iii) that the Lucent Products are warranted by Lucent to End 
      User on the Delivery or In-Service Date, whichever is applicable, and 
      for a period of one (1) year thereafter to operate in accordance with 
      Lucent's standard published specifications and if any Lucent Products 
      are not operational during the warranty period, that the End User 
      shall notify the Dealer who at its option will replace or repair 
      those Lucent Products without charge. Replaced Lucent Products become 
      the property of Dealer; and upon their return to Lucent by Dealer, 
      Lucent will replace or repair those Lucent Products at no charge to 
      the Dealer or issue a credit to the account of the Dealer;

            (iv)  THAT LUCENT AND ITS AFFILIATES AND SUPPLIERS MAKE NO 
      OTHER WARRANTIES EXPRESS OR IMPLIED AND SPECIFICALLY DISCLAIM ANY 
      WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.

      17.3  EXCEPT FOR THE WARRANTY OF TITLE TO DEALER AND THE LIMITED 
PRODUCT WARRANTY TO DEALER'S END USERS REFERENCED IN THIS SECTION, LUCENT, 
ITS AFFILIATES AND SUPPLIERS MAKE NO , WARRANTIES EXPRESS OR IMPLIED AND 
SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A 
PARTICULAR PURPOSE.

      17.4  The indemnity obligations of Dealer under Section 19.1 shall 
apply to Dealer's provision of End User warranty assistance services and to 
any failure to refer to and explain the toll fraud exclusion to an End 
User.

18.0  LIMITATION OF LIABILITY
-----------------------------

      EXCEPT FOR PERSONAL INJURY AND EXCEPT FOR THE LIABILITY EXPRESSLY 
ASSUMED BY LUCENT UNDER SECTIONS 19 AND 20 OF THIS AGREEMENT, THE LIABILITY 
OF LUCENT AND ITS PARENT OR AFFILIATES FOR ANY CLAIMS, LOSSES, DAMAGES OR 
EXPENSES FROM ANY CAUSE WHATSOEVER (INCLUDING CLAIMS OF INFRINGEMENT AND 
ACTS OR OMISSIONS OF THIRD PARTIES) REGARDLESS OF THE FORM OF ACTION, 
WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF THE 
DIRECT DAMAGES PROVEN OR THE REPAIR, REPLACEMENT COSTS (INCLUDING THE COSTS 
OF COVER) OR PURCHASE PRICE OF THE PRODUCTS OR SERVICE THAT DIRECTLY GIVES 
RISE TO THE CLAIM. IN NO EVENT SHALL LUCENT OR ITS PARENT OR AFFILIATES BE 
LIABLE TO DEALER OR TO ANY OTHER COMPANY OR ENTITY FOR ANY INCIDENTAL, 
RELIANCE, CONSEQUENTIAL OR ANY OTHER INDIRECT LOSS OR DAMAGE (INCLUDING 
LOST PROFITS OR REVENUES OR CHARGES FOR

<PAGE>  15

      COMMON CARRIER TELECOMMUNICATION SERVICES OR FACILITIES ACCESSED 
THROUGH OR CONNECTED TO PRODUCTS ["TOLL FRAUD"]) ARISING OUT OF THIS 
AGREEMENT. NO ACTION OR PROCEEDING AGAINST LUCENT MAY BE COMMENCED MORE 
THAN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. THIS SECTION 
SHALL SURVIVE FAILURE OF AN EXCLUSIVE REMEDY.

      EXCEPT FOR PERSONAL INJURY, THE LIABILITY OF DEALER AND ITS PARENT OR 
AFFILIATES FOR ANY CLAIMS, LOSSES, DAMAGES OR EXPENSES FROM ANY CAUSE 
WHATSOEVER (INCLUDING CLAIMS OF INFRINGEMENT AND ACTS OR OMISSIONS OF THIRD 
PARTIES) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR 
OTHERWISE, SHALL NOT EXCEED THE LESSER OF THE DIRECT DAMAGES PROVEN OR THE 
REPAIR, REPLACEMENT COSTS (INCLUDING THE COSTS OF COVER) OR PURCHASE PRICE 
OF THE PRODUCTS OR SERVICE THAT DIRECTLY GIVES RISE TO THE CLAIM. IN NO 
EVENT SHALL DEALER OR ITS PARENT OR AFFILIATES BE LIABLE TO LUCENT OR TO 
ANY OTHER COMPANY OR ENTITY FOR ANY INCIDENTAL, RELIANCE, CONSEQUENTIAL OR 
ANY OTHER INDIRECT LOSS OR DAMAGE (INCLUDING LOST PROFITS OR REVENUES OR 
CHARGES FOR COMMON CARRIER TELECOMMUNICATION SERVICES OR FACILITIES 
ACCESSED THROUGH OR CONNECTED TO PRODUCTS ["TOLL FRAUD"]) ARISING OUT OF 
THIS AGREEMENT. NO ACTION OR PROCEEDING AGAINST DEALER MAY BE COMMENCED 
MORE THAN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. THIS 
SECTION SHALL SURVIVE FAILURE OF AN EXCLUSIVE REMEDY.

19.0  INDEMNITY
---------------

      19.1  Dealer will indemnify Lucent for the full amount of any 
settlement or final judgment that arises out of a claim or suit by a third 
party to the extent that such claim or suit is based on strict tort 
liability, breach of a warranty provided by Dealer, or the intentional or 
negligent acts or omissions of Dealer. Dealer's obligation to indemnify 
Lucent will be reduced in proportion to which the settlement or final 
judgment is attributable to the strict tort liability of Lucent, breach of 
a Lucent warranty, or the intentional or negligent acts or omissions of 
Lucent, unless liability for such acts or omissions of Lucent is otherwise 
excluded in other sections of this Agreement, or the negligent acts or 
omissions of any other third party not under Dealer's direct control. 
Dealer's obligation to indemnify Lucent shall be contingent upon: (1) 
Lucent promptly notifying Dealer in writing of the existence of any claim 
or suit that may result in a settlement or judgment for which Dealer may be 
obligated to indemnify Lucent; (2) Lucent giving Dealer full opportunity 
and authority to assume sole responsibility to settle and defend any such 
claim or suit; and (3) Lucent furnishing to Dealer upon reasonable request 
all information and assistance that Dealer deems to be reasonably required 
to settle or defend such claim or suit. These indemnities are in lieu of 
all other obligations of Dealer, express or implied, in law or in equity, 
to indemnify Lucent for claims or suits covered by this section. Dealer's 
liability to indemnify Lucent shall in no event exceed $500,000.   

<PAGE>  16

      19.2  Unless Lucent's liability is otherwise limited or excluded in 
other sections of this Agreement, Lucent will indemnify Dealer for the full 
amount of any settlement or final judgment that arises out of a claim or 
suit by a third party to the extent that such claim or suit is based on the 
strict tort liability of Lucent, breach of a Lucent warranty, or the 
intentional or negligent acts or omissions of Lucent. Lucent's obligation 
to indemnify Dealer shall be reduced in proportion to which the settlement 
or final judgment is attributable to the strict tort liability of Dealer, 
breach of a Dealer warranty, or the intentional or negligent acts or 
omissions of Dealer or any other third party not under Lucent's direct 
control. Lucent's obligation to indemnify Dealer will be contingent upon: 
(1) Dealer promptly notifying Lucent in writing of the existence of any 
claim or suit that may result in a settlement or final judgment for which 
Lucent may be obligated to indemnify Dealer; (2) Dealer giving Lucent full 
opportunity and authority to assume sole responsibility to settle or defend 
any such claim or suit; and (3) Dealer furnishing to Lucent upon reasonable 
request all information and assistance available to Dealer that Lucent 
deems to be reasonably required to settle or defend such claim or suit. 
THIS INDEMNITY IS IN LIEU OF ALL OTHER OBLIGATIONS OF LUCENT, EXPRESS OR 
IMPLIED, IN LAW OR IN EQUITY, TO INDEMNIFY DEALER FOR CLAIMS OR SUITS 
COVERED BY THIS SECTION. LUCENT'S LIABILITY TO INDEMNIFY DEALER SHALL IN NO 
EVENT EXCEED $500,000.

      19.3  The party electing to take responsibility for settling or 
defending any claim or suit covered by this Section 19.0 will be 
responsible for the attorney's fees and costs incurred by said party to 
settle or defend such claim or suit.

20.0  INFRINGEMENT
------------------

      20.1  Lucent will defend or settle, at its own expense, any action 
brought against Dealer or an End User, to the extent that it is based on a 
claim that the normal use or sale of any Lucent Products provided under 
this Agreement infringe any United States patent, trademark or copyright, 
that any licensed materials provided under this Amendment infringe any 
United States copyright or violate the trade secret of a third party. 
Lucent will pay those costs, damages and attorneys' fees finally awarded 
against Dealer or an End User in any such action attributable to any such 
claim, but such defense, settlements and payments are conditioned on the 
following: (i) that Lucent shall be notified promptly in writing by Dealer 
or an End User of any such claim; (ii) that Lucent shall have sole control 
of the defense of any action on such claim and of all negotiations for its 
settlement or compromise; (iii) that Dealer or End User shall cooperate in 
a reasonable way to facilitate the settlement or defense of such claim, and 
that Dealer or End User has made no statement or taken any action that 
might hamper or undermine Lucent's defense or settlement; (iv) that such 
claim does not arise from modifications to Lucent Products or licensed 
materials not authorized by Lucent or from use or combination of the Lucent 
Products with software and/or apparatus or equipment not supplied or 
specified by Lucent; (v) that such claim does not arise from adherence to 
Dealer's or End User's instructions or the use of items, materials or 
information of Dealer's or End User's origin, design or selection; and (vi) 
that should Lucent Products or licensed materials become, or in Lucent's 
opinion, be likely to become, the subject of such claim of infringement, 
then Dealer or End User shall permit Lucent, at Lucent's option and 

<PAGE>  17

expense, either to: (1) procure for Dealer or End User the right to 
continue using the Lucent Products or licensed materials, or (2) replace or 
modify the same so that it is not subject to such claim and is functionally 
equivalent or (3) upon failure of (1) and (2) above despite the reasonable 
efforts of Lucent, remove the infringing Lucent Product or terminate 
Dealer's or End User's rights under the license and refund the purchase 
price or fee paid less a reasonable allowance for use, damage and 
obsolescence. In the event that a claim of infringement arises for which 
the liability of Lucent is excepted under (iv) or (v) above, Dealer or End 
User will defend and save Lucent harmless to the same extent and subject to 
the same limitations as apply to Lucent when Lucent is liable hereunder. 
This Section 20.0 states the entire liability of Lucent with respect to 
infringement by Lucent Products or licensed materials provided hereunder.

21.0  TERMINATION OF AGREEMENT
------------------------------

      21.1  Dealer must give written notice to Lucent of its intent to 
renew ninety (90) days in advance of the termination date.

      21.2  Lucent may terminate this Agreement upon thirty (30) days prior 
written notice to Dealer if. (i) Dealer markets or sells Lucent Products 
outside the Area except as specifically permitted in Section 1. 1; (ii) 
Dealer fails to limit its marketing efforts to authorized locations or End-
Users as defined in Section 1.3; (iii) Dealer materially fails to make 
reasonable commercial efforts to achieve levels of sales that comply with 
the Lucent Product forecasts for the Area submitted pursuant to Section 
11.0; (iv) Dealer fails to provide an acceptable quality of service to End 
Users in accordance with Lucent's Quality Policy; (v) there occurs any 
material change in the management or control of Dealer; (vi) Dealer sold or 
attempted to resell Lucent Products to any third party other than an End 
User; (vii) Dealer appointed or attempted to appoint any unauthorized 
manufacturer's representatives for Lucent Products; (viii) Dealer purchased 
unused products manufactured by Lucent from a source other than DDM or sold 
or attempted to resell any unused products manufactured by Lucent that, if 
purchased through DDM, would be a Lucent Product under this Agreement; (ix) 
Dealer misrepresented, by statement or by omission, Dealer's authority to 
resell under this or any other written agreement with Lucent that is 
limited to specific Lucent products or services, by stating or implying, by 
use of a Lucent Mark otherwise, that the authority granted in this or such 
other agreement applies to any Lucent product or service not covered by 
this or such other agreement; or (x) Dealer failed to comply with Lucent's 
guidelines for the proper use of Lucent's Marks.

      21.3  Except as otherwise provided in this Agreement, either party 
may terminate this Agreement upon thirty (30) days prior written notice if 
the other party has defaulted in the performance or has breached its 
obligations under this Agreement, and such breach or default remains 
uncured for a period of twenty (20) business days following receipt of 
notice of such breach or default.

      21.4  Lucent may terminate this Agreement upon twenty-four (24) hours 
written notice if Dealer has: (i) become insolvent, invoked as a debtor any 
laws relating to the relief of debtors' 

<PAGE>  18

or creditors' rights, or has had such laws invoked against it; (ii) become 
involved in any liquidation or termination of its business; (iii) been 
involved in an assignment for the benefit of its creditors; (iv) remotely 
accessed PBX locations maintained by Lucent directly; or (v) activated 
software features without compensation to Lucent.

      21.5  Dealer may terminate this Agreement on twenty-four (24) hours 
written notice if Lucent has: (i) become insolvent, invoked as a debtor any 
laws relating to the relief of debtors' or creditors' rights, or has had 
such laws invoked against it; or (ii) become involved in any liquidation or 
termination of its business; (iii) been involved in an assignment for the 
benefit of its creditors.

      21.6  Notwithstanding such termination rights, each party reserves 
all of its legal rights and equitable remedies, including without 
limitation those under the Uniform Commercial Code.

      21.7  Neither party shall be liable to the other on account of 
termination of this Agreement, either for compensation or for damages of 
any kind or character whatsoever, on account of the loss by Lucent or 
Dealer of present or prospective profits on sales or anticipated sales, 
good will, or expenditures, investments or commitments made in connection 
therewith or in connection with the establishment, development or 
maintenance of Dealer's business.

22.0  EFFECTS OF TERMINATION
----------------------------

      22.1  Notwithstanding any other provisions of this Agreement, 
termination or expiration of this Agreement shall automatically accelerate 
the due date of all invoices for Lucent Products, such that they shall 
become immediately due and payable not later than the effective date of 
termination.

      22.2  Upon termination or expiration of this Agreement, Dealer shall 
immediately: 

            22.2.1  provide Lucent with the first right to repurchase any 
      Lucent Products in Dealer's possession or control and not already 
      identified to an executed End User contract or outstanding proposal. 
      The price Lucent shall pay to Dealer to repurchase Lucent Products 
      shall be the price paid by Dealer. Dealer shall make such Lucent 
      Products available to Lucent within ten (10) business days of 
      Lucent's notice to Dealer of its intent to exercise such right;

            22.2.2  discontinue any and all use of Marks, including but not 
      limited- to such use in advertising or business material of Dealer, 
      except to identify the Lucent Products; provided that if Lucent does 
      not repurchase Dealer's remaining inventory, Dealer may continue 
      using Marks as authorized in this Agreement for an additional ninety 
      (90) days for the limited purpose of marketing such inventory to End 
      Users after termination is effective;

            22.2.3  remove and return to Lucent or destroy at Lucent's 
      request, any and all promotional materials supplied without charge by 
      Lucent except those necessary for the limited purpose of marketing 
      existing Dealer inventory pursuant to Section 22.2.2;

<PAGE>  19

            22.2.4  return all Lucent proprietary Information, Licensed 
      Materials and Software, except that which Lucent determines is 
      necessary to operate and maintain previously furnished Lucent 
      Products;

            22.2.5  cease holding itself out, in any manner, as a Lucent 
      authorized Dealer of the Lucent Products; and

            22.2.6  notify and arrange for all publishers and others 
      (including, but not limited to, publisher of telephone and business 
      directories) who may identify, list or publish Dealer's name as a 
      Lucent authorized Dealer of Lucent Products, to discontinue such 
      listings.

23.0  SURVIVAL OF OBLIGATIONS
-----------------------------

      The respective obligations of Dealer and Lucent under this Agreement 
that by their nature would continue beyond the termination, cancellation or 
expiration of this Agreement, shall survive termination, cancellation or 
expiration hereof, such as, by way of example only, the obligations 
pursuant to the following Sections: USE OF INFORMATION, LICENSE, 
TERMINATION OF AGREEMENT, LIMITATION OF LIABILITY, INDEMNITY and 
TRADEMARKS.

24.0  FORCE MAJEURE
-------------------

      Except for Dealer's obligation to make timely payments, neither party 
shall be held responsible for any delay or failure in performance to the 
extent that such delay or failure is caused by fires, embargoes, 
explosions, labor disputes, government requirements, civil or military 
authorities, acts of God, inability to secure raw materials or 
transportation facilities, acts or omissions of carriers or suppliers or 
any other causes beyond the parties' control whether or not similar to the 
foregoing.

25.0  SECURITY INTEREST
-----------------------

      n/a

26.0  SEVERABILITY
------------------

      If any section, or clause thereof, in this Agreement is held to be 
unenforceable, then the meaning of such section or clause will be construed 
so as to render it enforceable, to the extent feasible; and if no 
reasonable interpretation would save such section or clause, it will be 
severed from this Agreement and the remainder will remain in full force and 
effect. However, in the event such section or clause is considered an 
essential element of this Agreement by either Lucent or Dealer, the parties 
shall promptly negotiate a replacement therefor.

<PAGE>  20

27.0  ASSIGNMENT
----------------

      Dealer shall not assign any right or interest under this Agreement or 
delegate any work or other obligation to be performed or owed by Dealer 
under this Agreement without the prior written consent of Lucent, which 
consent shall not be unreasonably withheld. Any assignment or delegation by 
Dealer without such consent shall be void and ineffective. By the provision 
of notice thereof in accordance with this Agreement, Lucent shall have the 
right to assign this Agreement and to assign its rights and delegate its 
obligations and liabilities under this Agreement, either in whole or in 
part (an "Assignment"), to any entity that is, or that was immediately 
preceding such Assignment, a current subsidiary, business unit, division or 
other affiliate of Lucent. The notice of Assignment shall state the 
effective date thereof. Upon the effective date and to the extent of the 
Assignment, Lucent shall be released and discharged from all obligations 
and liabilities under this Agreement. Such Assignment, release and 
discharge shall be complete and shall not be altered by the termination of 
the affiliation between Lucent and the entity assigned rights or delegated 
obligations and liabilities under this Agreement.

28.0  NON-WAIVER
----------------

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

29.0  CHOICE OF LAW AND DISPUTES
--------------------------------

      29.1  The construction, interpretation and performance of this 
Agreement shall be governed by the local laws of the State of Delaware.

      29.2  Any controversy or claim, whether based on contract, tort, 
strict liability, fraud, misrepresentation, or any other legal theory, 
related directly or indirectly to this Agreement (the "Dispute") shall be 
resolved solely in accordance with the terms of this Section, except as set 
forth in paragraph 29.6 below.

      29.3  If the Dispute cannot be settled by good faith negotiation 
between the parties, Lucent and Dealer will submit the Dispute to non-
binding mediation. If complete agreement cannot be reached within thirty 
(30) days of submission to mediation, any remaining issues will be resolved 
by binding arbitration in accordance with paragraphs 28.4 and 28.5 below. 
The Federal Arbitration Act, 9 U.S.C. Sections 1 to 15, not state law, will 
govern the arbitrability of all Disputes.

      29.4  A single arbitrator who is knowledgeable in the 
telecommunications products field or in commercial matters will conduct the 
arbitration. The arbitrator's decision and award will be final and binding 
and maybe entered in any court with jurisdiction. The arbitrator will not 
have authority to limit, expand or otherwise modify the terms of this 
Agreement.

<PAGE>  21

      29.5  The mediation and, if necessary, the arbitration will be 
conducted under the then current rules of the alternate dispute resolution 
(ADR) firm selected by the parties, or if the parties are unable to agree 
on an ADR firm, the parties will conduct the mediation and, if necessary, 
the arbitration under the then current rules and supervision of the 
American Arbitration Association (AAA). Lucent and Dealer will each bear 
its own attorneys' fees associated with the mediation and, if necessary, 
the arbitration. Lucent and Dealer will pay all other costs and expenses of 
the mediation/arbitration as the rules of the selected ADR firm provide. 
The parties and their representatives shall hold the existence, content and 
result of the mediation and arbitration in confidence.

      29.6  Unless both parties agree otherwise, Disputes relating to 
Dealer's compliance with Section 16 of this Agreement (Trademarks) shall be 
exempt from the dispute resolution processes described in this Section.

30.0  NOTICES
-------------

      All notices under this Agreement shall be in writing and shall be 
given in person, by facsimile, by receipted courier or by certified U.S. 
mail, addressed to the addresses set forth at the beginning of this 
Agreement or to such other address as either party may designate by written 
notice to the other. All written notices sent by mail shall be sent first 
class or better, postage prepaid. All notices shall be deemed to have been 
given on the earlier of the date actually received or the fifth day after 
mailing.

31.0  ENTIRE AGREEMENT
----------------------

      The terms and conditions contained in this Agreement supersede all 
prior oral or written understandings between the parties and constitute the 
entire Agreement between them concerning the subject matter of this 
Agreement and shall not be contradicted, explained or supplemented by any 
course of dealing between Lucent or any of its affiliates and Dealer or any 
of its affiliates. This Agreement shall not be modified or amended except 
by a writing signed by an authorized representative of the party to be 
charged. An authorized representative is one who has authority to execute 
this Agreement or an assignee.

32.0  TERM
----------

      This Agreement shall be effective as of December 16, 1998-and shall 
have a term ending on December 31, 2001.

<PAGE>  22

IN WITNESS WHEREOF the parties have caused this Agreement to be signed by 
their duly authorized representatives.

Lucent Technologies Inc.               Farmstead Telephone Group, Inc.



By:  /s/ James A. Albertini            By:  /s/ George J. Taylor, Jr.
     ------------------------------         -------------------------------
     Name:  James A. Albertini              Name:  George J. Taylor, Jr.
     Title: General Manager Remarketing     Title: Chairman and CEO
     Date:  12/16/98                        Date:  12/16/98

<PAGE>  23

Appendix:
---------

1.    Addresses:

      a. Marketing Location:
         -------------------

            22 Prestige Park Circle
            -----------------------
            East Hartford, CT 06108
            -----------------------

      b. Shipping Location:
         ------------------

            22 Prestige Park Circle
            -----------------------
            East Hartford, CT 06108
            -----------------------

2.    Area authorized for ARS Dealer:

      Area is the Territory as stated in Section 1.8. "Territory" means the 
      United States of America, including the District of Columbia but 
      excluding 1) the Commonwealth of Puerto Rico and all other 
      territories, protectorates and possessions of the United States of 
      America, and 2) the geographical areas defined as the "Primary Area 
      of Responsibility" for Cincinnati Bell Telecommunication Services 
      Inc. (the operating area of Cincinnati Bell Telephone Company in the 
      states of Ohio, Indiana and Kentucky), and Progressive Communications 
      of Hawaii, Inc. (the state of Hawaii).

3.    Product:

      Lucent Product Components authorized for ARS Dealer
            Terminals, circuit cards, and other adjuncts for:
            Definity
            Merlin Legend
            Partner ACS

4.    Software License:

The following is the End User Software License referred to in Section 15 of 
the Agreement:


                          END USER SOFTWARE LICENSE
                          -------------------------

                   LIMITED WARRANTY AND LIMITED LIABILITY
                   --------------------------------------

Compatibility.  THE SOFTWARE IS NOT WARRANTED FOR NONCOMPATIBLE SYSTEMS.

<PAGE>  24

Software. Lucent Technologies warrants that if the Software does not 
substantially conform to its specifications, the end-user customer ("You") 
may return it to the place of purchase within 90 days after the date of 
purchase, provided that You have deployed and used the Software solely in 
accordance with this License Agreement and the applicable Lucent 
Technologies installation instructions. Upon determining that the returned 
Software is eligible for warranty coverage, Lucent Technologies will either 
replace the Software or, at Lucent Technologies's option, will offer to 
refund the License Fee to You upon receipt from You of all copies of the 
Software and Documentation. In the event of a refund, the License shall 
terminate.

DISCLAIMER OF WARRANTIES. LUCENT TECHNOLOGIES MAKES NO WARRANTY, 
REPRESENTATION, OR PROMISE TO YOU NOT EXPRESSLY SET FORTH IN THIS 
AGREEMENT. LUCENT TECHNOLOGIES DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED 
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LUCENT 
TECHNOLOGIES DOES NOT WARRANT THAT THE SOFTWARE OR DOCUMENTATION WILL 
SATISFY YOUR REQUIREMENTS, THAT THE SOFTWARE OR DOCUMENTATION ARE WITHOUT 
DEFECT OR ERROR, OR THAT THE OPERATION OF THE SOFTWARE WILL BE 
UNINTERRUPTED. ALSO, LUCENT TECHNOLOGIES DOES NOT WARRANT THAT THE SOFTWARE 
WILL PREVENT, AND LUCENT TECHNOLOGIES WILL NOT BE RESPONSIBLE FOR, 
UNAUTHORIZED USE (OR CHARGES FOR SUCH USE) OF COMMON CARRIER 
TELECOMMUNICATION SERVICES OR FACILITIES ACCESSED THROUGH OR CONNECTED TO 
THE SOFTWARE (TOLL FRAUD). Some states do not allow the exclusion of 
implied warranties or limitations on how long an implied warranty lasts, so 
the above limitation may not apply to You. This warranty gives You specific 
legal rights which vary from state to state.

EXCLUSIVE REMEDY AND LIMITATION OF LIABILITY. EXCEPT FOR BODILY INJURY 
PROXIMATELY CAUSED BY LUCENT TECHNOLOGIES'S NEGLIGENCE, YOUR EXCLUSIVE 
REMEDY AND LUCENT TECHNOLOGIES'S ENTIRE LIABILITY ARISING FROM OR RELATING 
TO THIS LICENSE AGREEMENT OR TO THE SOFTWARE OR DOCUMENTATION SHALL BE 
LIMITED TO DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED $ 10,000.  LUCENT 
TECHNOLOGIES SHALL NOT IN ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, 
CONSEQUENTIAL, INDIRECT, OR PUNITIVE - DAMAGES, EVEN IF LUCENT TECHNOLOGIES 
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LUCENT TECHNOLOGIES IS 
NOT RESPONSIBLE FOR LOST PROFITS OR REVENUE OR SAVINGS, LOSS OF USE OF THE 
SOFTWARE, LOSS OF DATA, COSTS OF RECREATING LOST DATA, THE COST OF ANY 
SUBSTITUTE EQUIPMENT OR PROGRAM, CHARGES FOR COMMON CARRIER 
TELECOMMUNICATION SERVICES OR FACILITIES ACCESSED THROUGH OR CONNECTED TO 
THE SOFTWARE (TOLL FRAUD), OR CLAIMS BY ANY PERSON OTHER THAN YOU. THESE 
LIMITATIONS OF 

<PAGE>  25

LIABILITY SHALL APPLY NOTWITHSTANDING THE FAILURE OF AN EXCLUSIVE REMEDY. 
Some states do not allow the exclusion or limitation of incidental or 
consequential damages, so the above limitation or exclusion may not apply 
to You.

Lucent Technologies grants You a personal, non-transferable and non-
exclusive right to use, in object code form, all software and related 
documentation furnished under the Agreement between Lucent Technologies and 
[Dealer]. This grant shall be limited to use with the equipment for which 
the software was obtained or, on a temporary basis, on back-up equipment 
when the original equipment is inoperable. Use of software on multiple 
processors is prohibited unless otherwise agreed to in writing by Lucent 
Technologies. You agree to use your best efforts to see that your employees 
and users of all software licensed under this Agreement comply with these 
terms and conditions and You will refrain from taking any steps, such as 
reverse assembly or reverse compilation, to derive a source code equivalent 
of the software.

You are permitted to make a single archive copy of software. Any copy must 
contain the same copyright notice and proprietary marking as the original 
software. Use of software on any equipment other than that for which it was 
obtained, removal of the software from the United States, or any other 
material breach shall automatically terminate this license.

If the terms of this license differ from the terms of any license packaged 
with the software, the terms of the license packaged with the software 
shall govern.

<PAGE>  26