EXHIBIT 10(t)

                                                    AGREEMENT NO: ARS-LA- 99102


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                    ARS LICENSE AGREEMENT BETWEEN LUCENT

                              TECHNOLOGIES AND

                       FARMSTEAD TELEPHONE GROUP, INC.

                 FOR AUTHORIZED REMARKETING SUPPLIER PROGRAM

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                              Table of Contents

                                                  page

ARTICLE I - DEFINITIONS                             1
ARTICLE II - LICENSE GRANT                          2
ARTICLE III - AGREEMENT PERSONAL                    3
ARTICLE IV - LICENSES TO OTHERS AND                 3
              OWNERSHIP
ARTICLE V - LICENSED TERRITORY                      3
ARTICLE VI - QUALITY CONTROL                        3
ARTICLE VII - REMEDIES FOR NONCOMPLIANCE            5
               WITH CONTROL SPECIFICATIONS
ARTICLE VIII - PROTECTION OF LICENSED SERVICE       6
                MARKS & LICENSED TRADE DRESS
ARTICLE IX - TERMINATION                            7
ARTICLE X - INDEMNITIES                             8
ARTICLE XI - ARS FORECAST AND REPORTS               9
ARTICLE XII - NOTICES                              10
ARTICLE XIII - COMPLIANCE WITH LAW                 10
ARTICLE XIV - TERM OF AGREEMENT                    10
ARTICLE XV - ENTIRE AGREEMENT                      11
SCHEDULE B - STANDARDS OF QUALITY                  12
SCHEDULE C - MARKETING, ADVERTISING,               13
              AND PROMOTION
SCHEDULE D - CORPORATE IDENTIFICATION              14
              MARK
SCHEDULE E - PRODUCTS LIST                         15
SCHEDULE  G  -  LICENSED  MARK                     16


                                                   AGREEMENT NO: ARS-LA - 99102

          Authorized Remarketing Supplier License Agreement between
                           Lucent Technologies and
                       Farmstead Telephone Group, Inc.

                              LICENSE AGREEMENT

      THIS LICENSE AGREEMENT, is effective as of October 1, 1998 and is by 
and between Lucent Technologies Inc., by and for its Business 
Communications Systems unit ("Lucent" or "Licensee'), and Farmstead 
Telephone Group, Inc. ("ARS" or "Licensee"). Capitalized terms used herein 
shall have the respective meanings assigned to them in Article I hereof.

      WHEREAS, this License Agreement is to allow ARS to refurbish and 
resell used business premises communications products also known as 
customer premise equipment (CPE) manufactured by Lucent or Lucent's 
predecessor companies, AT&T Corp. or American Telephone and Telegraph 
Company (collectively, AT&T) and to minimize customer confusion that might 
otherwise arise as a result of the continued use of the AT&T name and 
marks, or the Lucent name or marks, by requiring ARS to remove such AT&T or 
Lucent name and marks and to apply a single distinctive Lucent mark (the 
"Licensed Mark") to such products

      NOW, THEREFORE, the parties, intending to be legally bound, agree as 
follows:


                                  ARTICLE I
                                 DEFINITIONS

      For the purpose of this License Agreement, the following terms shall 
have the following meanings:

      1.1  Control Specifications means standards of quality (including 
performance parameters) applicable to the refurbishing, testing, 
performance, provision, and support of a Product under the Licensed Mark or 
Licensed Trade Dress, as set forth or referenced in Schedule B, and the 
standards applicable to the marketing, advertising, and promotion of a 
Product under the Licensed Mark or Trade Dress, as set forth or referenced 
in Scheduled C.

      1.2  Corporate Identification Mark means the Licensor's house mark 
and related trade dress used to identify and distinguish Licensor from 
other persons, as identified in Schedule D hereto.

      1.3  Lucent Products means any product described in Schedule E hereto 
that are being refurbished by Licensee pursuant to this License Agreement.

<PAGE>  1

      1.4  Licensed Mark or Licensed Trade Dress means the mark Classic 
Lucent" as identified in Schedule G hereto.

      1.5  Licensed Territory has the meaning set forth in Article V 
hereof.

      1.6  Mark means any word, name, symbol or device, or any combination 
thereof, used or intended to be used by a person to identify and 
distinguish the products or services of that person from the products or 
services of others and to indicate the source of such goods or services, 
even if that source is unknown.

      1.7  End User means a third party to whom ARS markets or sells Lucent 
ARS refurbished Products within the Licensed Territory for use by such 
third party in the ordinary course of its business and not for resale.


                                 ARTICLE II
                                LICENSE GRANT

      2.1  License Grant.  Subject to the terms and conditions of this 
License Agreement, Licensor grants Licensee a personal, non-transferable, 
non-sublicensable, non-exclusive license to use the Licensed Mark in 
connection with the refurbishing, marketing, promotion, distribution and 
sale of Lucent Products commencing on the date of this License Agreement 
and ending December 31, 2001.

      2.2  Extension of Grant.  If Licensee is interested in licensing the 
Licensed Mark beyond the initial license period set forth above, Licensee 
shall notify Licensor no later than three (3) months prior to the 
expiration of such period. Upon such notification, Licensor and Licensee 
agree to negotiate in good faith whether to extend the license granted in 
this License Agreement and, if so, the terms and conditions of such an 
extension, including a commercially reasonable royalty for the use of the 
Licensed Mark. Notwithstanding the foregoing, neither Licensor nor Licensee 
shall have any obligation to enter into such extension.

      2.3  Limitations on Grant.  The Licensed Mark may not be used by 
Licensee in connection with any product or service except as expressly set 
forth in this License Agreement.

      2.4  No Use in Licensee's Name.  Licensee shall not use the Licensed 
Mark in Licensee's corporate, partnership, doing business as, or fictitious 
name at any time.

      2.5  No Other Marks To Be Used.  Licensee shall not use any other 
name, mark, indication of origin or trade dress of Licensor in connection 
with the refurbishing, remanufacture, marketing, promotion, distribution, 
sale or lease of any product or service without Licensor's express written 
consent.

      2.6  Modification of Licensed Mark.  If Licensor modifies or replaces 
the Licensed Mark or Licensed Trade Dress as used in any substantial 
portion of Licensor's business, and if Licensor requests Licensee to adopt 
and use the modified or replaced Licensed 

<PAGE>  2

      Mark and Licensed Trade Dress, Licensee shall within sixty (60) days 
adopt and use such modified or replaced Licensed Mark or Licensed Trade 
Dress and such modified or replaced Licensed Mark or Licensed Trade Dress 
shall be considered the Licensed Mark and Licensed Trade Dress as defined 
in this License Agreement; provided, however, that Licensee may exhaust its 
inventory bearing the original Licensed Mark and Licensed Trade Dress.

      2.7  Payments of Fees.  Licensee will pay Licensor a fee of 10% of 
all sales of Classic Lucent(TM) product. Payment will be to Licensor and 
will be received by Licensor by the 15th working day of the month following 
the sale.


                                 ARTICLE III
                             AGREEMENT PERSONAL

      3.1  Personal Nature of Agreement.  The parties agree that the 
rights, obligations and benefits of this License Agreement shall be 
personal to Licensee, and Licensor shall not be required to accept 
performance from, or render performance to an entity other than Licensee. 
Pursuant to II U.S.C. [SECTION] 365 (c) (1) (A) (as it may be amended from 
time to time, and including any successor to such provision), in the event 
of the bankruptcy of Licensee, this License Agreement may not be assigned 
or assumed by Licensee, or any successor, and Licensor shall be excused 
from rendering performance to, or accepting performance from Licensee or 
any successor.

      3.2  Sublicensing/Assignment.  Licensee may not sublicense or assign 
the rights and obligations of this License Agreement without Licensor's 
express written consent.


                                 ARTICLE IV
                      LICENSES TO OTHERS AND OWNERSHIP

      4.1  Nonexclusive License.  Nothing in this License Agreements 
creates, and Licensee agrees not to assert, that Licensee has an exclusive 
license in the Licensed Mark.

      4.2  Retention of Rights.  Except as otherwise expressly provided in 
this License Agreement, Licensor shall retain all rights in and to the 
Licensed Mark, including without limitation:

            (a)  All rights of ownership in and to the Licensed Mark;

            (b)  The right to use (including the right of Licensor's 
      Affiliates to use) the Licensed Mark, either alone or in combination 
      with other marks, in connection with the marketing, offer or 
      provision of any product or service, including any product or service 
      which competes with Products; and

            (c)  The right to license others to use the Licensed Mark.

<PAGE>  3


                                  ARTICLE V
                             LICENSED TERRITORY

      5.1  Licensed Territory.  The Licensed Territory for the licenses 
granted in Article 11 of this License Agreement shall include the 
contiguous 48 states in the domestic United States of America plus Alaska 
but excluding Hawaii.


                                 ARTICLE VI
                               QUALITY CONTROL

      6.1  General.  Licensee acknowledges that the Lucent Products covered 
by this License Agreement must be of sufficiently high quality as to 
provide maximum enhancement to and protection of the Licensed Mark and the 
good will they symbolize. Licensee further acknowledges that the 
maintenance of high quality Products is of the essence of this License 
Agreement and that it will utilize only marketing materials which do not 
disparage or place in disrepute Licensor, its businesses or its business 
reputation, or adversely affect or detract from Licensor's good will.

      6.2  Control Specifications.  Licensee shall use the Licensed Mark, 
only in connection with the refurbishing, remanufacture, marketing, 
distribution, promotion, sale and lease of Lucent Products that meet the 
Control Specifications. The Control Specifications shall consist of 
Technical Performance and Customer Satisfaction Specifications attached 
referenced in Schedule B hereto or provided to and accepted by Licensor, 
and the Marketing Specifications referenced in Schedule C hereto. Control 
Specifications shall be treated as proprietary information and shall be 
subject to the confidentiality provisions hereof referenced in Schedule H.

      6.3  Customer Care Provisions.  The parties recognize that customer 
complaints, inquiries, requests, orders, returns and similar communications 
regarding the products or services of one of them may be directed by 
customers or otherwise transmitted to the other. The parties agree jointly 
to develop and comply with written policies and procedures for handling 
such communications, in order to ensure that customer communications are 
addressed expeditiously regardless of the initial recipient.

      6.4  Changes to Marketing Specifications.  The Marketing 
Specifications referenced in Schedule C hereto may be reasonably amended, 
modified or supplemented from time to time by Licensor upon giving Licensee 
sixty (60) days' prior written notice. Following any such amendment, 
modification or supplement to the Marketing Specifications, Licensee shall 
comply with such amendments, modifications or supplements.

      6.5  Quality Control Reviews; Right of Inspection.  Licensor shall 
have the right to designate from time to time, one or more Quality Control 
Representatives, who shall have the right from time to time but at least 
once per calendar quarter, without notice to Licensee, to conduct during 
regular business hours, and without disrupting Licensee's normal business
operations, an inspection, test, survey and review of Licensee's facilities 
and otherwise to 

<PAGE>  4

determine compliance with the applicable Control Specifications. At 
Licensor's request, Licensee agrees to furnish or make available for 
inspection to the Quality Control Representatives: (i) samples of any 
Lucent Product that is marketed or provided under the Licensed Mark for 
inspections, surveys, tests and reviews to assure conformance with the 
applicable Control Specifications; (ii) performance data in its control 
relating to the conformance of Lucent Products with the applicable Control 
Specifications, and (iii) samples of marketing materials, product 
packaging, instruction and warranty materials that use the Licensed Mark. 
Any such data provided to Licensor shall be treated as proprietary 
information subject to the confidentiality provisions. Licensor may 
independently conduct continuous customer satisfaction surveys to determine 
if Licensee is meeting the Control Specifications. Licensee shall cooperate 
with Licensor fully in the distribution of such surveys. Licensor shall, at 
the request of Licensee, provide Licensee with copies of customer surveys 
used by Licensor to determine if Licensee is meeting the Control 
Specifications. If Licensee learns that it is not complying with any 
Control Specifications, it shall notify Licensor and the provisions of 
Article VII shall apply to such noncompliance.

      6.6  Sponsorship.  Licensee shall not use the Licensed Mark to 
sponsor, endorse, or claim affiliation with any event, meeting, charitable 
endeavor or any other undertaking without obtaining the express written 
permission of Licensor. Any breach of this provision shall be deemed a 
Significant Breach by Licensee.

      6.7  Costs.  Costs associated with monitoring compliance with and 
enforcing these quality control provisions, and with administering this 
License Agreement, shall be borne by Licensor. The ARS is to be responsible 
for the costs incurred for performing the required additional product and 
process audits resulting from Corrective Actions Requests. Process audits 
shall occur no more than once per calendar year. However, if the process 
audit results in Corrective Actions Request(s) (CARs) being issued wherein 
said expense is required and shall occur within eight months of the 
original audit date. Lucent Technologies and the ARS agree to negotiate in 
good faith the exact date of the follow-up audit. Product audits shall 
occur not more than four times per calendar year. Three successive audits 
with no lot rejections and no CARs issued shall result in a revised audit 
schedule of no more than two product audits per calendar year. However, 
should a future product audit result in the issuance of a CAR, Lucent 
reserves the right to re-invoke the more stringent ARS funded four audit 
per calendar year cycle. The cost of any audit visit, whether product or 
process, shall not exceed $3,000 each. Licensor will fund one process audit 
at $3,000 and two products audit at $3,000 per calendar year. These three 
Licensor funded audits are the minimum number of audits that can be reached 
with no CARs.

      6.8  Product Exists.  Lucent Technologies exists support of products 
over time. When a product is no longer supported by Lucent Technologies, 
the ARS will no longer apply the Classic Lucent(TM) label to it. The ARS 
will be notified of exit dates by Lucent DDM Remarketing.

<PAGE>  5


                                 ARTICLE VII
           REMEDIES FOR NONCOMPLIANCE WITH CONTROL SPECIFICATIONS


      7.1  Initial Cure Period.  If Licensor becomes aware that Licensee is 
not complying with any Control Specifications, Licensor shall notify 
Licensee in writing, setting forth, in reasonable detail, a written 
description of the noncompliance and any suggestions for curing such 
noncompliance. Licensee shall then have twenty (20) days after receipt of 
such notice (the "Initial Cure Period") to correct or submit to Licensor a 
written plan to correct such noncompliance.

      7.2  Second Cure Period.  If noncompliance with the Control 
Specifications continues beyond the Initial Cure Period, Licensee and 
Licensor shall each promptly appoint a representative to negotiate in good 
faith actions that may be necessary to correct such noncompliance. The 
parties shall have twenty-five (25) days following the expiration of the 
Initial Cure Period (the "Second Cure Period") to agree on corrective 
actions.

      7.3  Final Cure Period.  If the noncompliance with the Technical 
Performance, Customer Satisfaction or Marketing Control Specifications 
continues beyond the Second Cure Period, Licensee shall either: (i) cease 
offering Lucent Products under the Licensed Mark until it can comply with 
the Control Specifications; or (ii) be deemed to be in Significant Breach 
of this License Agreement.

      7.4  Arbitration.  In the event any dispute regarding compliance with 
Control Specifications continues beyond the Initial and Second Cure Periods 
described above, then either Licensor or Licensee may deliver to the other 
party an Arbitration Demand Notice or pursue any other rights or remedies 
expressly contemplated hereby, notwithstanding its failure to deliver an 
Escalation Notice. Any such arbitration shall be conducted in accordance 
with the Rules of the American Arbitration Association..

      7.5  Potential Injury to Persons or Property.  Notwithstanding the 
foregoing, in the event that Licensor reasonably determines that any 
noncompliance creates a material threat of personal injury or injury to 
property of any third party, upon written notice thereof by Licensor to 
Licensee, Licensee shall either cease offering Lucent Products under the 
Licensed Mark until it can comply with the Control Specifications, or be 
deemed to be in Significant Breach of this License Agreement.


                                ARTICLE VIII
        PROTECTION OF LICENSED SERVICE MARKS AND LICENSED TRADE DRESS

      8.1  Ownership and Rights.  Licensee will not contest the validity 
of, and agrees not to challenge the ownership or validity of, the Licensed 
Mark. Licensee shall not disparage, dilute or adversely affect the validity 
of the Licensed Mark. Licensee agrees that any and all goodwill and other 
rights that may be acquired by the use of the Licensed Mark by Licensee 
shall inure to the sole benefit of Licensor. Licensee will not grant or 
attempt to grant a security interest in the Licensed Mark or this License 
Agreement, or to record any such security interest in the United 

<PAGE>  6

States Patent and Trademark Office or elsewhere, against any trademark 
application or registration belonging to Licensor. Licensee agrees to 
execute all documents reasonably requested by Licensor to effect further 
registration of, maintenance and renewal of the Licensed Mark, and recordal 
of the license relationship between Licensor and Licensee and recordal of 
Licensee as a Registered User. For purposes of this License Agreement, 
Licensee shall not be considered a "related company" under the U.S. 
Trademark Act, 15 U.S.C. [SECTION] 1051 et seq.

      8.2  Similar Marks.  Licensee further agrees not to register in any 
country any Mark resembling or confusingly similar to the Licensed Mark, 
and not to use the Licensed Mark or any part thereof as part of its 
corporate name, nor use any Mark confusingly similar, deceptive or 
misleading with respect to the Licensed Mark. Licensee further agrees not 
to use or register in any country any Mark similar to the Licensed Mark, or 
which dilutes the Licensed Mark. If any application for registration is, or 
has been, filed in any country by Licensee which relates to any Mark which, 
in the sole opinion of Licensor, is confusingly similar, deceptive or 
misleading with respect to the Licensed Mark, or which dilutes the Licensed 
Mark, Licensee shall, at Licensor's sole discretion, immediately abandon 
any such application or registration or assign it to Licensor. If Licensee 
uses any Mark which, in the sole opinion of Licensor, is confusingly 
similar, deceptive or misleading with respect to the Licensed Mark, or 
which dilutes the Licensed Mark, or if Licensee uses the Licensed Mark in 
connection with any product, or in connection with any service not 
specifically authorized hereunder, Licensee shall, immediately upon 
receiving a written request from Licensor, permanently cease such use.

      8.3  Infringement.  In the event that Licensee learns of any 
infringement or threatened infringement of the Licensed Mark, or any unfair 
competition, passing-off or dilution with respect to the Licensed Mark, or 
any third party alleges or claims that either the Licensed Mark is liable 
to cause deception or confusion to the public, or is liable to dilute or 
infringe any right of such third party, Licensee shall immediately notify 
Licensor or its authorized representative giving particulars thereof, and 
Licensee shall provide necessary information and assistance to Licensor or 
its authorized representatives in the event that Licensor decides that 
proceedings should be commenced or defended. Licensor shall have exclusive 
control of any litigation, opposition, cancellation or related legal 
proceedings; provided Licensor shall indemnify and hold harmless Licensee 
from any costs or expenses, including reasonable attorney fees, arising out 
of such litigatory proceedings. The decision whether to bring, defend, 
maintain or settle any such proceedings shall be at the exclusive option 
and expense of Licensor, and all recoveries shall belong exclusively to 
Licensor. Licensee will not initiate any such litigation, opposition, 
cancellation or related legal proceedings in its own name, but, at 
Licensor's request and sole expense, agrees to be joined as a party in any 
action taken by Licensor to enforce its rights in the Licensed Mark. 
Nothing in this License Agreement shall require or be deemed to require 
Licensor to enforce the Licensed Marks against others.

      8.4  Compliance With Laws.  In the performance of this License 
Agreement, Licensee shall comply with all applicable laws and regulations, 
including those laws and regulations particularly pertaining to the proper 
use and designation of Marks in the Licensed Territory. Should Licensee be 
or become aware of any applicable laws or regulations which are 
inconsistent with the provisions of this License Agreement, Licensee shall 
promptly notify 

<PAGE>  7

Licensor of such inconsistency. In such event, Licensor may, at its option, 
either waive the performance of such inconsistent provisions, or negotiate 
with Licensee to make changes in such provisions to comply with applicable 
laws and regulations.


                                 ARTICLE IX
                                 TERMINATION

      9.1  Breach by Licensee.  Licensor may terminate this License 
Agreement at any time in the event of a Significant Breach by Licensee. A 
"Significant Breach by Licensee" shall mean any event expressly specified 
in this License Agreement to be a "Significant Breach," and any of the 
following (after exhaustion of any cure periods set forth in Article VII 
hereof to the extent such cure periods are applicable):

            (a)  Licensee's use of any Mark (including the Licensed Mark) 
      contrary to the provisions of this License Agreement;

            (b)  Licensee's use of the Licensed Mark in connection with any 
      marketing materials, or the offering, marketing or provision of any 
      Lucent Product which fails to meet the standards set forth in the 
      Control Specifications; provided, however, that the failure of a 
      particular product to comply with the Control Specifications shall be 
      grounds for termination only as to that product; and, further 
      provided that continued use of the Licensed Mark by Licensee in 
      connection with such product shall be grounds for termination of the 
      License Agreement as to all Products;

            (c)  Licensee's refusing or neglecting a request as provided in 
      this Agreement by Licensor for access to Licensee's facilities or 
      marketing materials;

            (d)  Licensee's licensing, assigning, transferring, disposing 
      of or relinquishing (or purporting to license, assign, transfer, 
      dispose of or relinquish) any of the rights granted in this License 
      Agreement to others;

            (e)  The bankruptcy or insolvency of Licensee or an Affiliate 
      of Licensee;

            (f)  Licensee's failure to obtain Licensor's permission to 
      sponsor any undertaking as provided in Section 6.6 of this License 
      Agreement.

      9.2  Termination Obligations.  In the event Licensor terminates this 
License Agreement pursuant to this Article:

            (a)  Licensee shall, for a period of up to ninety (90) days 
      from receipt of the first written notice of termination, continue to 
      have use of the Licensed Mark and Licensed Trade Dress for the 
      purpose of fulfilling existing customer orders, selling its remaining 
      inventory and exhausting its supply of packaging materials containing 
      such Licensed Mark and Trade Dress, then immediately cease all use of 
      the Licensed Trade Mark and Licensed Trade Dress, except 

<PAGE>  8

      that Licensor, in its sole discretion, may allow Licensee to continue 
      use of the Licensed Mark for a period of up to two (2) months as 
      directed by Licensor;

            (b)  Except as provided in section 9.2 (a), Licensee shall have 
      no further rights under this License Agreement.

      9.3  n/a

      9.4  Lucent may terminate this Agreement upon thirty (30) days prior 
written notice to ARS if:  (i) ARS markets or sells Lucent Products outside 
the Licensed Territory except as specifically permitted in Section 5. 1; 
(ii) ARS fails to limit its marketing efforts to authorized locations or 
End-Users as defined in Section 1.7; (iii) ARS materially fails to provide 
End Users with forecasted stream of licensed products and to achieve levels 
of sales that comply with the Lucent ARS Product forecasts for the Area 
submitted pursuant to Section 11.0; (iv) ARS fails to provide payment in a 
reasonable time for reported sales to End Users; (v) there occurs any 
material change in the management or control of ARS; (vi) except if 
approved in writing by Lucent as stated in Section 15.1 sold or attempted 
to resell Classic Lucent(TM) refurbished Lucent Products to any third party 
other than an End User; (vii) 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; (viii) misrepresented, by 
statement or by omission, ARS's authority to resell under this or any other 
written agreement with Lucent that is limited to specifi6 Lucent products 
or services, by stating or implying, by use of a Lucent Mark or 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 
(ix) failed to comply with Lucent's guidelines for the proper use of 
Lucent's Marks.

      9.5  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.

      9.6  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' 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; (vii) activated software features without compensation 
to Lucent.

      9.7  ARS 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; or (iii) been involved in an assignment for 
the benefit of its creditors.

<PAGE>  9

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

      9.9  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 ARSs business.


                                  ARTICLE X
                                 INDEMNITIES

      10.1  Except as provided in Section 10.2 below, Licensee shall 
defend, indemnify and hold Licensor harmless against all claims, suits, 
proceedings, costs, damages and judgments incurred, claimed or sustained by 
third parties, whether for personal injury or otherwise, arising from or in 
connection with Licensee's marketing, sale, lease or use of Lucent Products 
bearing the Licensed Mark after the date of this License Agreement to the 
extent such injury is caused by Licensee, and shall indemnify Licensor and 
each Indemnitee for all damages, losses, costs and expenses (including 
reasonable attorneys' fees) due to such use, sale, lease or marketing to 
the extent caused by Licensee and also for any improper or unauthorized use 
of the Licensed Mark by Licensee. The above indemnity obligation of 
Licensee will not apply to the extent any injury is caused by Licensee's 
compliance with the Quality Control Specifications, Marketing 
Specifications or other written directives by Licensor to Licensee;

      10.2  Licensee shall notify Licensor, in writing, in the event that 
any third party claims, by suit, proceeding, action or otherwise, that 
Licensee's use of the Licensed Mark in connection with Lucent Products as 
provided in this License Agreement constitutes or amounts to a trademark, 
service mark or trade dress infringement, unfair competition or dilution, 
and, at Licensor's option, Licensee may be directed to tender the defense 
of such claims to Licensor. Licensor will indemnify and hold harmless 
Licensee against all claims, suits, proceedings, costs (including 
reasonable attorneys' fees), damages, and judgments incurred by Licensee as 
a result of such third party claims described above in this Section 10.2.

      10.3  In the event that Licensor becomes aware of a claim that it 
believes is or may be subject to indemnification under Section 10. 1 above, 
it shall promptly give notice to Licensee of such claim. In order for a 
claim to be eligible for indemnification under Section 10. 1, Licensee must 
receive such prompt notice of any claim. Licensee shall have the right to 
control the defense and possible settlement of any such claim, and the 
Licensor shall cooperate in connection with defense.

      10.4  In no event will either party have any liability to the other 
for any consequential or incidental damages in connection with this License 
Agreement.

<PAGE>  10


                                 ARTICLE XI
                          ARS FORECAST AND REPORTS

      11.1  Upon execution of this Agreement, ARS shall submit to Lucent a 
forecast of total Lucent ARS Refurbished Product sales to be made by ARS 
during the contract term. The forecast must specify, for each quarter, the 
total dollar sale volume (based on ARS prices to End Users

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

      11.3  ARS shall submit the forecast of Lucent ARS Refurbished Product 
sales and actual Lucent ARS Refurbished Product installation data specified 
in Section 11.1 in a format specified by Lucent. This Sales Report is due 
to be received by Lucent Technologies by the fifth working day of the month 
following the month of sales activity.


                                 ARTICLE XII
                                   NOTICES

      All notices or other communications under this License Agreement 
shall be in writing and shall be deemed to be duly given when (a) delivered 
in person, or (b) sent by telecopy, telegram or telex, or (c) deposited in 
the United States mail or private express mail, postage prepaid, addressed 
as follows:

(i) If to Licensor:   Branch Manager - Remarketing
                      Lucent Technologies Inc.
                      211 Mt. Airy Road
                      Room IC315
                      Basking Ridge. NJ 07920

                      with a copy to:
                            Trademark and Copyright Counsel
                            Lucent Technologies Inc.
                            150 Allen Road
                            Liberty Comer, NJ 07938

(ii) If to Licensee:  Mr. George Taylor
                      Farmstead Telephone Group, Inc.
                      22 Prestige Park Circle
                      East Hartford, CT 06108

<PAGE>  11

Either party may, by notice to the other party, change the address to which 
such notices are to be given.


                                ARTICLE XIII
                             COMPLIANCE WITH LAW

      13.1  General. Nothing in this License Agreement shall be construed 
to prevent Licensor or Licensee from complying fully with all applicable 
laws and regulations, whether now or hereafter in effect. The construction, 
interpretation and performance of this Agreement shall be governed by the 
local laws of the State of Delaware.

      13.2  Governmental Licenses, Permits and Approvals. Licensee, at its 
expense, shall be responsible for obtaining and maintaining all licenses, 
permits and approvals which are required by all Governmental Authorities 
with respect to this License Agreement, and to comply with any requirements 
of such Governmental Authorities for the registration or recording of this 
License Agreement. Licensee shall furnish to Licensor written evidence from 
such Governmental Authorities of any such licenses, permits, clearances, 
authorizations, approvals, registration or recording.


                                 ARTICLE XIV
                              TERM OF AGREEMENT

      14.1  Term.  The term of this agreement will be starting October 1, 
1998 running through December 31, 2001.


                                 ARTICLE XV
                              ENTIRE AGREEMENT

      15.1  Entire Agreement.  The terms and conditions contained in this 
Agreement supercede all prior oral and 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 Licensee 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 the authority to execute this document or an assignee of that 
person.

      IN WITNESS WHEREOF, the parties have caused this License Agreement to 
be executed 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>  12

                                 SCHEDULE B
                            STANDARDS OF QUALITY

Quality Control Specifications

      The average Acceptable Quality Level (AQL) required by Lucent 
      Technologies for refurbished product is 1%. Refurbished product is 
      never to exceed an AQL of 2.5%. AQL calculations include proper 
      function, appearance, packaging, and labeling.

      The vendor must have a written quality plan that will be used to 
      ensure that final refurbished product meets Lucent Technologies' 
      standards. The plan must address how the vendor incorporates the 
      following elements into the repair and refurbishment process:

            *   Test procedures, documentation, and control
            *   Quality assurance, documentation, and control
            *   Final product sampling and inspection (audits)
            *   Quality data collection, tracking, and reporting
            *   Corrective actions

      Lucent Technologies requires that the vendor perform, on an on-going 
      basis, final product quality assurance audits, using an agreed upon 
      valid sampling strategy and Lucent Technologies-approved testing 
      procedures, appearance, packaging, and labeling standards. Results of 
      these audits are to be provided to Lucent Technologies in an agreed 
      upon electronic form at least monthly. In addition, Lucent 
      Technologies reserves the right to perform its own audits of both the 
      refurbished product and the repair process. Refurbished product may 
      be inspected by Lucent Technologies unannounced on the vendor site, 
      or at any distribution center around the world, at any time. Process 
      audits, conducted at least yearly, will be scheduled in advance with 
      the vendor.

      The vendor is required to track its customer satisfaction and report 
      the results to the Lucent Technologies' Repair Management Quality 
      Organization at least yearly. In addition, the vendor is required to 
      track its Defective On Arrival (DOA) rate per comcode per month, 
      which is calculated as the number of DOA's per month divided by the 
      number of units sent to customers that month. When a product's DOA 
      rate exceeds Lucent Technologies' AQL limits of 2.5%, the vendor is 
      expected to perform a root cause analysis, report results to Lucent 
      Technologies, and implement corrective actions to reduce the DOA rate 
      to an acceptable level.

      The ARS will not remove any UL listed labels that appear on any of 
      the products that are covered by this agreement.

<PAGE>  13


                                 SCHEDULE C
                    MARKETING, ADVERTISING, AND PROMOTION

Licensed Mark

      The Licensed Mark, Classic Lucent(TM), will always be bolded or 
      italicized when it appears in print. The Classic Lucent identifier 
      must always stand out or show differently from the rest of the text.

      When using the Classic Lucent mark the trade mark indicator of a 
      superscripted TM will follow only after the first appearance of the 
      mark in text. After the first appearance the Classic Lucent mark will 
      be differentiated but not followed by the TM.

      The Classic Lucent Licensed Mark will always be used as an adjective 
      or describing term; as in the Classic Lucent terminal or the Classic 
      Lucent circuit card. The Authorized Refurbishers supply Classic 
      Lucent products.


Promotional Signature

      The Promotional Signature as described in Schedule D may be used by 
      Authorized Refurbishers only if-
      *   The Authorized Refurbisher has executed a written contract with 
          Lucent Technologies
      *   The contract entitles the Authorized Refurbisher to use the 
          signature
      *   The Authorized Refurbisher abides by the Guidelines as they apply 
          to this signature and the contract is in effect.

      For Maximum visibility and impact, a clear area around the promotion 
      al signature must be maintained. This clear area must be one-fourth 
      the diameter of the Lucent Technologies innovation ring. No copy or 
      design element may encroach into this clear area.

      While reproduction of the signature is one color (black) is 
      permissible, two color reproduction is preferred, with the Lucent 
      Technologies ligature in black and the innovation ring in Lucent Red. 
      Additional copy should be black. Pantone 186C may be substituted for 
      Lucent Red.

<PAGE>  14


                                 SCHEDULE D
                        CORPORATE IDENTIFICATION MARK

Promotional Signature

The Promotional Signature for the Authorized Remarketing Supplier Program 
consists of the Lucent Innovation Ring framed on the top with the word 
"AUTHORIZED" and on the bottom with the word "REFURBISHER." A sample is 
shown below.


- INSERT LUCENT LOGO -


The use of the Promotional Signature for the Authorized Remarketing 
Supplier Program is subject to the same restrictions and guidelines as all 
Lucent Promotional Signatures.

<PAGE>  15


                                 SCHEDULE E
                                PRODUCTS LIST

The Products List presented here in Schedule E represents the Lucent 
Products that may be rebranded to the Classic Lucent(TM) brand. This List 
includes Products that have been manufactured or sold by Lucent 
Technologies or it's predecessor AT&T.

Only product that is Year 2000 Compliant may be refurbished or sold. 
Product that is not Year 2000 Compliant may not be refurbished or sold. 
This prerequisite supersedes the Schedule E Products List. Licensee will 
not sell any Lucent product set forth below for which it has received 
written notice from Lucent that such Lucent product is not Year 2000 
Compliant.

Lucent Technologies exists support of products over time. When a product is 
no longer supported by Lucent Technologies, the ARS will no longer apply 
the Classic Lucent(TM) label to it. The ARS will be notified of exit dates 
by Lucent DDM Remarketing.

Until Licensor is notified by Licensee of non-compliant and exited 
products, there will be violation of this Agreement.

The Products List includes terminals, circuit cards, and other adjuncts 
for:
      Key Systems
      EKTS
      Horizon
      Dimension
      System 25
      System 75
      System 85
      Definity
      Merlin
      Partner

Non-compliant products

The following is a list of non-compliant products: all Definity systems 
prior to R6, all Dimension systems, all Horizon systems, System 25 (pre 
R3V4), all System 85; all Centralized System Management systems, all 
CenterVu CMS systems, Merlin Legend CMS; all Integrated Solution I, II, or 
III on Definity, System 25 or Merlin Legend systems, all Conversant 
systems; all Audix Voice Power systems, Definity Audix prior to 3. 1, 
Intuity Audix R2.0, 3.3, 4.0, 4. 1, 4.2, Intuity Interchange, Intuity IMG, 
Intuity Lodging, Message Manager pre 4.3, all AUDIX systems; all 3132 
Message Server, all Classic Mail, Merlin Mail prior to R3.05, Partner Mail 
RI.9 and earlier; all VMX 100/200/300; all call accounting systems, all 
system management systems.

<PAGE>  16


                                 SCHEDULE G
                                LICENSED MARK

Trade Mark

The new brand for the Authorized Remarketing Supplier program is "Classic 
Lucent.(TM) This new brand will be trademarked. Until the trademark is 
registered we will use the superscript TM after the full name "Classic 
Lucent as the following shows: Classic Lucent(TM)


Brand Logo

The Authorized Remarketing Supplier program which is run by licensed 
Authorized Refurbishers will buy, refurbish, and sell used Lucent BCS/AT&T 
equipment. The equipment will be rebranded with the new Lucent brand 
Classic Lucent(TM).

A rebranding label will have the word Classic appear over the word Lucent. 
The word Classic will be in outline form when it is in this label but the 
word Lucent will be solid. There will be no "(TM)" on the branding label. 
When the term Classic Lucent(TM) is used in text, the term is followed by 
the superscripted (TM) the first time it appears in context and Classic 
Lucent is either italicized or bolded to stand out. After the first use in 
context the Classic Lucent will appear either bolded or italicized without 
the superscripted (TM). When the trademark is registered the (TM) will be 
replaced with a circled R for a registered trademark. The "Classic Lucent" 
will always be used as an adjective, such as Classic Lucent sets or Classic 
Lucent circuit cards.

The Label will be used to rebrand AT&T and Lucent BCS logoed equipment. The 
label should cover The AT&T with globe or Lucent with Innovation Ring


- INSERT CLASSIC LUCENT LOGO -


<PAGE>  17