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Agreement for Purchase and Sale of Assets - Centigram Communications Corp., Mitel Inc. and Mitel Corp.

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                    AGREEMENT FOR PURCHASE AND SALE OF ASSETS

         THIS  AGREEMENT FOR PURCHASE AND SALE OF ASSETS (this  "Agreement")  is
made as of April 15, 1998 (the "Effective Date"), by and among:

         Centigram Communications Corporation, a corporation organized under the
laws of Delaware,  U.S.A.  with its  principal  offices at San Jose,  California
("Seller"),  on behalf of itself and as  attorney-in-fact  for all its  majority
controlled subsidiaries;

         Mitel,  Inc., a  corporation  incorporated  under the laws of Delaware,
U.S.A. with its principal offices at Herndon,  Fairfax County, Virginia ("Mitel,
Inc."),  with respect to the  acquisition  of certain  Purchased  Assets and the
assumption of certain Assumed Obligations;

         Mitel  Corporation,  a corporation  organized  under the laws of Canada
with its principal offices at Kanata,  Ontario ("Mitel Corp."),  with respect to
the  acquisition  of  certain  Purchased  Assets and the  assumption  of certain
Assumed Obligations;

         Mitel  Corp.  and  Mitel,   Inc.  are  sometimes   referred  to  herein
collectively as "Buyer."

                              W I T N E S S E T H:

         WHEREAS,  Seller desires to sell and assign to Buyer, and Buyer desires
to purchase and acquire  from Seller,  certain  assets  associated  with the CPE
Business (as defined  below),  all upon the terms and subject to the  conditions
set forth in this Agreement;

         WHEREAS,  Buyer  desires  to enter  into  irrevocable  licenses  to use
certain  intellectual  property  rights of Seller in connection with the design,
development, manufacture, license and sale of Products (as defined below) and in
connection  with the  commercial  exploitation  of technology,  either  directly
and/or indirectly, associated with the CPE Business;

         WHEREAS,  Buyer desires to assume certain  liabilities  associated with
the CPE Business upon the terms and subject to the  conditions set forth in this
Agreement; and

         WHEREAS,  in connection with the sale of assets and licenses  described
above,  Seller  will  permit  Buyer to  interview  and Buyer will make offers of
employment to certain  employees of Seller who work in the CPE Business pursuant
to the terms hereof;

         NOW,  THEREFORE,  in  consideration  of the  facts  stated in the above
recitals and of the mutual  agreements and covenants  hereinafter set forth, and
for good and valuable  consideration,  the receipt,  sufficiency and adequacy of
which is hereby acknowledged, the parties hereby agree as follows:

<PAGE>

                                    AGREEMENT

1. CERTAIN DEFINITIONS.

         The following terms shall have the following meanings:

         1.1  "Accounts  Receivable"  shall mean the bona fide  claims of Seller
against debtors for sales, services and other charges that have been outstanding
for less than sixty-one (61) days,  excluding all such claims against VoicePlus,
Inc. or Government Telecommunications, Inc. and, at the discretion of Buyer, all
credits or offsets to such claims.

         1.2 "Acquired Technology" means the technology and other assets related
to the product  known as Caleveras  described in Schedule 1.2 as such product is
developed  up to the  Closing  Date,  including  without  limitation  all of the
following   pertaining   thereto:    source   code,   object   code   (including
manufacturing-ready   masters),   software,  firmware,  hardware,  flow  charts,
specifications,  program descriptions,  program listings,  layouts,  schematics,
blueprints,  engineering  and design  drawings,  technical  support  and quality
assurance information,  diagrams and other documentation depicting or specifying
the designs and components of such  technology  and other assets  existing as of
the Closing Date, and all tools, compilers,  programs, test routines,  databases
developed  by  or  for  Seller  and  used  by  Seller  in  connection  with  the
development,  maintenance,  diagnosis, support or enhancement of such technology
existing  as of  the  Closing  Date.  Notwithstanding  anything  herein  to  the
contrary,  Acquired  Technology does not include the technology and other assets
listed as "Excluded Technology" on Schedule 1.2.

         1.3  "Business  Assets"  means the  Purchased  Assets and the  Licensed
Assets (as each such term is defined below).

         1.4 "Business  Materials" means all business,  accounting and financial
records and analysis,  logs, books,  records,  files,  supplier lists and files,
product component lists, sales literature and sales aids,  pictures,  negatives,
camera ready proofs, product catalogs, product sheets and product documentation,
product displays, advertising materials and manuals (to the extent available, in
hard copy,  electronic format and film), computer and electronic data processing
software programs, materials and correspondence relating to the Business Assets,
all copies of all sales and customer records relating to the Business Assets and
the Seller's  personnel tax  withholding  and payroll records for all New Hires.
Notwithstanding  anything  herein to the contrary,  Business  Materials does not
include the assets listed as "Excluded Business Materials" on Schedule 1.4.

         1.5 "Contracts" means: (i) contracts,  agreements, leases, licenses and
open purchase orders placed with Seller relating to the CPE Business, warranties
extended  and  representations  made to Seller  by third  parties,  and  rights,
remedies, setoffs, allowances,  rebates, discounts and credits granted to Seller
by third parties relating to the CPE Business,  together with claims,  causes of
action  and rights of Seller  now  existing  or  hereafter  arising  out of such
contracts or the performance  thereof,  warranties and  representations  made to
Seller by third parties under such

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contracts, and rights, remedies,  setoffs,  allowances,  rebates,  discounts and
credits  granted to Seller by third parties in relation to such  contracts;  and
(ii) rights granted to Seller to use or to allow  Seller's  customers to use any
Intellectual  Property  Rights  of a third  party in the  Business  Assets or to
modify or  incorporate  such  Intellectual  Property  Rights  into the  Business
Assets,  including  the  end-user  licenses  and  associated  rights  related to
"off-the-shelf"  commercial software products,  whether shrink wrap or not, used
in connection with the CPE Business.

         1.6 "CPE Business"  means Seller's  business of designing,  developing,
manufacturing,  testing, marketing,  selling, leasing, licensing,  distributing,
modifying,  installing,   servicing,  supporting,   maintaining,   repairing  or
commercially  exploiting  customer  premises  voice-mail  and unified  messaging
products  systems that are not intended  solely to  interoperate  with a central
office and are either  stand-alone  and/or  interoperable with customer premises
equipment (e.g., key systems, hybrid systems, private automatic branch exchanges
and/or telephone enabled services) and/or used in computer telephony integration
applications   resident  in   customers'  or  potential   customers'   premises.
Notwithstanding  anything  herein  to the  contrary,  "CPE  Business"  shall not
include any business related to any voice-mail,  unified messaging  product,  or
other enhanced  service product that is used by direct or indirect  customers or
potential customers of Seller to resell shared services to other end users.

         1.7 "Customer  List Assets" means all of Seller's  customer data bases,
customer  lists,  customer  registration  cards  (whether  current or prior) and
customer  account  histories for customers or  prospective  customers of the CPE
Business,  and all other  marketing,  promotional  and sales data and materials,
whether  stored in written form,  magnetic or  electronic  media or in any other
form,  that pertain to the CPE Business  (including but not limited to documents
related to Seller's "Partners Program" that pertain to the CPE Business).

         1.8 "Derivative Work" means any translation,  adaptation, modification,
extension, upgrade, improvement,  compilation, abridgment or other form in which
a work may be recast,  transformed or adapted where such  Derivative  Work would
infringe any Intellectual Property Rights in such work.

         1.9 "Equipment" shall mean those assets listed on Schedule 1.9.

         1.10 "Encumbrances" shall mean any mortgages, pledges, liens, rights of
possession, security interests, and other encumbrances known to Seller.

         1.11 "Intellectual Property Rights" means all intangible, intellectual,
proprietary and industrial  property rights worldwide  including but not limited
to: (A) all trademarks, trade names, service marks and names, logos and slogans,
together with the goodwill  related  thereto,  including all  registrations  and
applications therefor;  (B) all copyrights (including  audiovisual  copyrights),
moral rights, mask works and design rights and any registrations or applications
therefor;  (C) all inventions,  discoveries,  technology and know-how; (D) trade
secrets  and  vendor  lists;  (E)  patents,   patent   applications,   invention
disclosures  and  patent  rights,  including  any and all  reissues,  divisions,
continuations,   continuations-in-part,   extensions,   filing   priorities  and
reexaminations;  (F)  all  rights  to sue  for  any  past,  present,  or  future
infringement  of any of the

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foregoing rights and the right to all income,  royalties,  damages, and payments
now or hereafter  payable with respect to any of the foregoing  rights;  (G) all
confidential and proprietary information related to any of (A) to (F) above; and
(H) all rights to secure  renewals,  reissuances  and  extensions  of (A) to (F)
above.

         1.12  "Inventory"  shall mean  products and  component  pieces owned by
Seller as of the Closing as identified on Schedule 1.12 hereto.

         1.13  "Licensed  Assets"  means the Licensed  Technology,  the Licensed
Business  Materials  and the Licensed  Customer  List Assets (as those terms are
defined below and in Section 2.6 hereof).

         1.14 "Licensed  Technology" means the assets and technology  related to
the Products and software  programs further  described on Schedule 1.14 existing
as of the Closing Date including software, operating systems,  applications, and
programs in both source code and object code form (including manufacturing-ready
masters), firmware,  hardware,  development up to the Closing Date, flow charts,
specifications,  program descriptions,  program listings,  layouts,  schematics,
blueprints,  engineering  and design  drawings,  technical  support  and quality
assurance information,  diagrams and other documentation depicting or specifying
the designs and components of all such technology,  libraries,  reports, drafts,
models, prototypes,  test and other data and programs, and all documentation and
information  included  in  the  development,  design  and  manufacturing  of the
Products existing as of the Closing Date, including works in progress and future
releases  and related  documentation  existing as of the Closing  Date,  and all
tools, compilers,  programs, test routines, databases developed by or for Seller
and used by Seller in connection with the development,  maintenance,  diagnosis,
support or  enhancement  of the Products  existing as of the Closing  Date,  and
including  all of Seller's  trademarks,  trade names,  service  marks and names,
logos and slogans  which are  associated  with the Products and the CPE Business
and which do not include the "Marks," as that term is defined in Section  2.6(g)
hereof.  Licensed Technology does not include the technology listed as "Excluded
Licensed Technology" on Schedule 1.14.  Notwithstanding anything to the contrary
herein, Marks shall not be included in Licensed Technology.

         1.15  "Permitted  Encumbrances"  means  those  Encumbrances  listed  in
Schedule 1.15.

         1.16 "Products"  means the Products of Seller on Schedule 1.16, and the
version 5.04c,  6.0d and 6.1b products to be delivered  pursuant to Section 9.10
hereof.

         1.17 "$" or "Dollars" shall mean U.S. dollars.

2. ACQUISITION OF ASSETS.

         2.1  Agreement  to Sell and Purchase  Assets.  Subject to the terms and
conditions of this Agreement, and in reliance on the representations, warranties
and covenants set forth in this Agreement,

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                   (i) Seller  agrees to sell,  assign,  transfer  and convey to
Mitel, Inc. at the Closing,  and Mitel, Inc. agrees to purchase and acquire from
Seller at the Closing,  all of Seller's right,  title and interest in and to all
of the US Purchased Assets (as defined in Section 2.2); and

                  (ii) Seller  agrees to sell,  assign,  transfer  and convey to
Mitel Corp. at the Closing,  and Mitel Corp. agrees to purchase and acquire from
Seller at the Closing,  all of Seller's right,  title and interest in and to all
of the Canada Purchased Assets (as defined in Section 2.3).

                 (iii)  Subject to the last  sentence  of Section  16.7  hereof,
Buyer reserves the right to designate one or more  wholly-owned  subsidiaries to
purchase  and  acquire  from Seller at Closing  any  portion,  or all, of the US
Purchased Assets or the Canada Purchased Assets.

         The US Purchased  Assets and the Canada  Purchased Assets are sometimes
referred to herein collectively as the "Purchased Assets."

         2.2 US Purchased Assets. For purposes of this Agreement,  "US Purchased
Assets"  means all Customer  List Assets  pertaining  solely to the CPE Business
(and not to any other  business of Seller) listed on Schedule 2.2, the Contracts
listed in Schedule 2.2 (the "US  Acquired  Contracts"),  the Business  Materials
pertaining  solely to the CPE Business (and not to any other business of Seller)
listed in Schedule  2.2,  the  Inventory  listed in Schedule  2.2,  the Accounts
Receivable listed in Schedule 2.2 and the Equipment listed in Schedule 2.2.

         2.3 Canada Purchased  Assets.  For purposes of this Agreement,  "Canada
Purchased  Assets" means all Acquired  Technology,  including  all  Intellectual
Property rights therein,  the Customer List Assets  pertaining solely to the CPE
Business (and not to any other  business of Seller)  listed in Schedule 2.3, the
Contracts listed in Schedule 2.3 (the "Canada Acquired Contracts"), the Business
Materials  pertaining  solely to the CPE Business (and not to any other business
of Seller)  listed in Schedule  2.3, the  Inventory  listed in Schedule 2.3, the
Accounts  Receivable listed in Schedule 2.3 and the Equipment listed in Schedule
2.3.

         2.4 Purchased Assets Transfer; Passage of Title; Delivery.

                  (a) Title Passage and Delivery. Upon the Closing, title to the
US Purchased Assets shall pass to Mitel, Inc. and such US Purchased Assets shall
be  delivered to Mitel,  Inc. as  reasonably  directed by Mitel,  Inc. at Mitel,
Inc.'s  expense;  and title to the Canada  Purchased  Assets shall pass to Mitel
Corp.  and such Canada  Purchased  Assets shall be  delivered to Mitel Corp.  as
reasonably  directed by Mitel Corp.  at Mitel  Corp.'s  expense.  Subject to the
foregoing,  all software and  intangible  deliverables  included in the Business
Assets and all other Business Assets that can be delivered electronically, shall
be delivered to Buyer electronically to Buyer's facilities  identified to Seller
by Buyer.

                  (b) Instruments of Conveyance. The execution of this Agreement
shall  operate  as an  effective  conveyance,  assignment  and  transfer  of the
Purchased  Assets at the Closing as contemplated  herein.  However,  in order to
effectuate more fully and completely the assignment,  transfer and conveyance of
the Purchased Assets pursuant to the terms and conditions  hereof,  Seller shall
at the  Closing  deliver or cause to be  delivered  to Buyer such bills

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of sale,  assignments and  instruments of conveyance as reasonably  requested by
Mitel,  Inc. or Mitel Corp., as the case may be, sufficient to convey to each of
them good and  marketable  title to the U.S.  Purchased  Assets  and the  Canada
Purchased Assets required to be delivered pursuant to Section 2.1, respectively.

         2.5 Assignment of Third Party Agreements.

                  (a)  Consents  Required  as  Condition  to  Closing.  Upon the
Closing,  Seller shall assign Seller's rights or sublicense sufficient rights to
Mitel, Inc., or Mitel Corp., as the case may be, under the US Acquired Contracts
and the Canada Acquired Contracts (collectively,  the "Acquired Contracts"), and
other third party  agreements  listed in Schedule 2.5 identified as "Third Party
Agreements"(collectively, the "Third Party Agreements") or shall make such other
arrangements as are provided in Schedule 2.5. Before the Closing,  unless waived
by Mitel,  Inc.,  or Mitel Corp.,  as the case may be, in writing,  Seller shall
obtain the consent of each third party whose  consent is required as a condition
to Closing as designated under the heading  "Required  Consents" in Schedule 2.5
(collectively, the "Required Consents").

                  (b) Reasonable Efforts to Obtain Other Consents;  Cooperation.
Seller shall use its commercially  reasonable efforts until eighteen (18) months
following  the Closing to obtain the consent of all third  parties whose consent
is required in  connection  with the  assignment  or  sublicense to Buyer of the
Third Party  Agreements  but is not a Required  Consent.  Buyer shall  reimburse
Seller for all costs and expenses  incurred in connection with this Section 2.5,
over and above Twenty-Five Thousand Dollars ($25,000). Seller hereby consents to
Buyer,  during the period prior to Closing,  contacting  the other party to each
Third Party  Agreement to seek consent to the  assignment  or sublicense of such
agreement or to negotiate a new agreement  directly between such third party and
Mitel, Inc. or Mitel Corp., as the case may be.

                  (c) No Deemed  Assignment.  Nothing in this Agreement shall be
construed as an assignment, sublicense, transfer or conveyance of, or an attempt
to assign,  sublicense,  transfer or convey,  any Third Party  Agreement  or any
rights thereunder if:

                            (i) such Third Party  Agreement  is not  assignable,
sublicensable,  transferable or conveyable  without the consent of a third party
(if such consent has not been obtained) or such assignment, sublicense, transfer
or conveyance or attempted assignment,  sublicense, transfer or conveyance would
constitute a breach of such Third Party Agreement (the  "Non-Transferable  Third
Party Agreements"); or

                           (ii) the remedies for the  enforcement  of such Third
Party Agreement available to Seller would not pass to Mitel, Inc. or Mitel Corp.
as the case may be (also, the "Non-Transferable Third Party Agreements").

Seller,  to the extent  permitted by  applicable  laws,  shall be deemed to have
promised to assign,  sublicense,  transfer or convey all Non-Transferable  Third
Party  Agreements to Mitel,  Inc. or Mitel Corp.,  as the case may be, as of the
Closing Date and shall be deemed to have completed the  assignment,  sublicense,
transfer and conveyance of each Non-Transferable  Third Party

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Agreement,  as the  case  may be,  to the  extent  required  by  this  Agreement
immediately  upon such  Non-Transferable  Third Party Agreement  ceasing to be a
Non-Transferable  Third Party Agreement.  In order, however, that the full value
of any Non-Transferable Third Party Agreement may be realized for the benefit of
Buyer,  Buyer may,  at its option and at its own expense as agent for and in the
name of Seller, or as otherwise agreed by the parties,  acting reasonably,  take
all such actions and do or cause to be done all such things which are  necessary
or advisable in order that the rights and  obligations  of Seller in  connection
with such  Non-Transferable  Third Party  Agreements  may be  performed  in such
manner that the value of the  Non-Transferable  Third Party  Agreements shall be
preserved  and shall  inure to the  exclusive  benefit  of  Buyer,  and that any
collection  of monies due and  payable  under the  Non-Transferable  Third Party
Agreements  shall be received by Buyer from and after the Closing  Date.  Seller
shall  promptly  pay over to Buyer  any  monies  collected  by or paid to or for
Seller in respect of any Non-Transferable Third Party Agreement. Nothing in this
Agreement   shall  be  construed  as  the  assignment,   sublicense,   transfer,
conveyance,  novation or delivery of any Non-Transferable  Third Party Agreement
until such time as delivery is actually consummated,  whether by execution of an
assignment or sublicense in relation thereto or by manifest and clear expression
of delivery.

         2.6 Agreement to License.

                  (a) Licensed Technology.  The parties acknowledge that certain
assets  related  to the CPE  Business  also  are  essential  to  other  business
conducted by Seller.  Accordingly,  effective as of the Closing Date, and except
as set forth in Section 8.5 below,  Seller hereby grants to: (i) Mitel,  Inc. an
exclusive  (except as set forth in Sections  2.6(b) and (c)  below),  perpetual,
irrevocable, non-terminable,  non-rescindable, freely assignable (subject to the
conditions set forth in Section  2.6(d)) license for the territory of the United
States to (A) use, make, have made, copy, publish, publicly display and perform,
transmit,   modify,   improve,   prepare  Derivative  Works  based  on,  market,
distribute,  lease and sell the Licensed Technology, and (B) sublicense to third
parties any or all of the  foregoing  rights;  and (ii) Mitel Corp. an exclusive
(except as set forth in Sections 2.6 (b) and (c) below), perpetual, irrevocable,
non-terminable, non-refundable, freely assignable (subject to the conditions set
forth in Section 2.6(d)) license for the territory of any country throughout the
world excluding the United States,  to (A) use, make, have made, copy,  publish,
publicly display and perform,  transmit,  modify,  improve,  prepare  Derivative
Works based on, market, distribute,  lease and sell the Licensed Technology, and
(B) sublicense to third parties any or all of the foregoing rights.  Buyer shall
fully comply with all reasonable written trademark guidelines provided by Seller
with respect to any trademarks licensed to Buyer under Section 2.6(a).

                  (b)  Restriction.  For a period of three  (3) years  after the
Closing Date,  the license  rights  granted to Buyer by Seller in Section 2.6(a)
above shall be restricted for use in the CPE Business. After this three (3) year
period,  this restriction shall no longer apply and Buyer shall have no field of
use  restrictions  whatsoever with respect to its exercise of the rights granted
to it in Section 2.6(a).

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                  (c) Exclusive  License.  For a period of three (3) years after
the  Closing  Date,  the  license  rights  granted to Buyer by Seller in Section
2.6(a)  above  shall  be  exclusive  to  Buyer  for  use  in the  CPE  Business.
Thereafter,  Buyer shall be the sole  licensee of the rights  granted in Section
2.6(a) for use in the CPE  Business and a  non-exclusive  licensee of the rights
granted in Section 2.6(a) for any and all other  purposes  whatsoever and Seller
shall have the right to exercise the rights set forth in Section  2.6(a) for use
in the CPE Business,  provided that Seller shall only license or distribute  the
Licensed  Technology for use in the CPE Business as Seller branded  products and
shall only grant third  parties  rights to license or  distribute  the  Licensed
Technology in the CPE Business as Seller branded products.

                  (d)  Assignment  Restrictions.  Buyer may assign any or all of
the rights  set forth in  Section  2.6(a)  only:  (i) to a third  party that has
agreed in writing  to be bound by the terms and  conditions  of this  Agreement,
including without limitation the confidentiality obligations herein, and (ii) if
Buyer remains liable under this Agreement.  Seller may assign or transfer any or
all of its rights in the  Licensed  Assets  only:  (I) to a third party that has
agreed in writing  to be bound by the terms and  conditions  of this  Agreement,
including without limitation the confidentiality obligations herein, and (II) if
Seller remains liable under this Agreement.

                  (e) Licensed  Business  Materials  and Licensed  Customer List
Assets.  Effective as of the Closing  Date,  Seller  hereby grants to: (i) Mitel
Corp. a non-exclusive, perpetual, irrevocable, non-terminable,  non-rescindable,
freely  assignable  (subject  to the  conditions  set forth in  Section  2.6(d))
nonexclusive  license for any country  throughout the world excluding the United
States to (A) use,  copy and modify the Business  Materials  relating to the CPE
Business but not pertaining  solely to the CPE Business (the "Licensed  Business
Materials")  and the Customer  List Assets  relating to the CPE Business but not
pertaining solely to the CPE Business ("Licensed Customer List Assets"), and (B)
sublicense all of the foregoing  rights to  subsidiaries  of Mitel Corp. for the
business  purposes  of  Mitel  Corp.  and  its  subsidiaries   relating  to  the
exploitation  of the  Business  Assets;  and (ii) Mitel,  Inc. a  non-exclusive,
perpetual,  irrevocable,  non-terminable,   non-rescindable,  freely  assignable
(subject to the conditions set forth in Section 2.6(d)) nonexclusive license for
the United  States to (A) use, copy and modify the Licensed  Business  Materials
and  Licensed  Customer  List Assets for the  business  purposes of Mitel,  Inc.
relating to the exploitation of the Business  Assets,  and (B) sublicense all of
the foregoing  rights to subsidiaries of Mitel,  Inc. for the internal  business
purposes of Mitel, Inc. and its subsidiaries relating to the exploitation of the
Business Assets.

                  (f) Third Party Infringement.

                           (i)  Notification.  Subject to the provisions of this
Section 2.6(f),  in the event that Seller or Buyer reasonably  believes that any
Intellectual   Property   Rights  in  the   Licensed   Assets  is  infringed  or
misappropriated by a third party or is subject to a declaratory  judgment action
arising  from  such  infringement,  Seller  or Buyer  (as the case may be) shall
promptly notify the other party hereto.

                           (ii)  Action by Primary  Party.  Buyer shall have the
primary right (but not the obligation) to institute,  prosecute, and control any
action or  proceeding  with respect to

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such  infringement of such  Intellectual  Property Rights in the Licensed Assets
and to enforce such  Intellectual  Property  Rights,  or defend any  declaratory
judgment action with respect  thereto (for purposes of this Section  2.6(f),  an
"Enforcement  Action"),  if the  primary  economic  benefit  of such  action  or
proceeding falls upon the CPE Business;  otherwise Seller shall have the primary
right  (but  not the  obligation)  to  institute,  prosecute,  and  control  any
Enforcement Action.

                           (iii) Action by Secondary Party . If the party having
such primary right shall fail to bring such action or proceeding within a period
of six (6)  months  after  receiving  written  notice  from the  other  party or
otherwise having knowledge of such infringement,  the other party shall have the
right to bring and control any such action.

                           (iv) Joining Parties and Assistance.  If either party
brings any such action or  proceeding  as set forth in this Section 2.6 (f) (the
"Initiating Party"), the parties agree that the other party (the "Non-Initiating
Party") will, if necessary or if the Non-Initiating  Party chooses, be joined as
a party  plaintiff,  and,  whether joined as a party or not, the  Non-Initiating
Party shall give the  Initiating  Party  reasonable  assistance and authority to
file and to prosecute such suit.  Each party hereby appoints the officers of the
other party as each party's attorney-in-fact for this limited purpose.

                           (v) Necessary  Participation by Non-Initiating Party.
If the Non-Initiating Party chooses not to participate any more than as required
to fulfill its obligations under Section  2.6(f)(iv) above, the Initiating Party
shall  retain one hundred  percent  (100%) of any damages the  Initiating  Party
recovers for any such  proceedings  including any settlement,  provided  however
that (A) the Initiating Party shall first reimburse the Non-Initiating Party for
the  Non-Initiating  Party's  reasonable  costs to participate in such action as
required  under  Section  2.6(f)  above out of any  recovery  which  exceeds the
Initiating Party's reasonable costs for such action.

                           (vi) Elective  Participation by Non-Initiating Party.
The Non-Initiating  Party may instead elect to be liable to the Initiating Party
for a  percentage  of the  Initiating  Party's  costs  and  expenses  (including
attorneys' and professional fees) of such Enforcement Action and be liable for a
percentage of any award for attorneys'  fees against the Initiating  Party.  The
percentage  liability  of  the  Non-Initiating  Party  shall  be  either:  (A) a
percentage  to be  agreed  upon  by the  parties  in  good  faith  based  on the
proportion  of harm to each  party  of the  infringement  or (B) if the  parties
cannot so agree,  fifty percent (50%). In such case, any recovery  received as a
result of such Enforcement  Action would be used first to reimburse both parties
in direct  proportion  to their  contribution  as set forth  above for costs and
expenses  (including  attorneys' and  professional  fees) incurred in connection
with such Enforcement  Action, and the remainder of the recovery would be shared
between the parties in the proportion determined above.

                           (vii) Settlement.  If and only if the  Non-Initiating
Party  elects to  participate  as set forth in  Section  2.6(f)(vi)  above,  any
settlement or consent  judgment or other voluntary  final  disposition of a suit
under this Section 2.6(f) may be entered into only with the joint consent of the
Initiating  Party  and the  Non-Initiating  Party  (which  consent  shall not be

                                       9
<PAGE>

unreasonably  withheld).  Otherwise,  the  Initiating  Party  may  enter  into a
settlement,  consent judgment or other voluntary final  disposition  without the
consent of the other party.

                  (g) Patent  Prosecution and  Maintenance.  Seller shall notify
Buyer of any  decisions  relating to the  prosecution  of any patents and patent
applications  included in the  Licensed  Technology,  including  any decision to
abandon or withdraw same from U.S. or foreign prosecution.  If Seller elects not
to seek to prosecute any such patent or patent applications in any country or to
seek  protection only in certain  countries,  Buyer shall have the right to seek
such protection,  at its expense,  on said patent and patent  application in any
and all  nonelected  countries;  provided that Buyer shall have no right to seek
protection  with respect to any  invention  which Seller elects to maintain as a
trade secret.  Title to all applications  filed on any invention included in the
Licensed  Technology and all patents issuing thereon will vest in Seller subject
to a license to Buyer under said  applications  and  patents  under the terms of
Section 2.6. Seller will promptly  provide Buyer with a copy of each application
so filed and, upon request, copies of all official papers relating thereto.

                  (h) Ownership.  Buyer shall own all right,  title and interest
in and to any  Derivative  Work of the  Licensed  Assets which is made by or for
Buyer.

                  (i) Trademark  License.  Effective as of the Closing and for a
period of six (6) months thereafter,  Buyer may use all of Seller's  trademarks,
trade names,  service marks and names,  logos and slogans listed on Schedule 2.6
(i) ("Marks").  Buyer acknowledges that all use of the Seller's Marks will inure
to the  benefit  of  Seller.  Seller  reserves  the  right  to  modify  Marks or
substitute  alternative  marks for any or all of the Marks,  if any such Mark is
subject to any claim by a third  party,  upon  thirty  (30) days  prior  written
notice.  During  the six (6) month  period and for a  reasonable  amount of time
thereafter, Buyer shall cooperate upon Seller's request and at Seller's expense,
to provide full  information and reasonable  assistance to Seller in registering
and maintaining the Marks,  including without  limitation  providing evidence of
use of the Marks as reasonably required to renew registrations or defend actions
for cancellations. Except as set forth in this Section 2.6(i), nothing contained
in this  Agreement  shall  grant to Buyer any right,  title or interest in or to
Marks whether or not specifically recognized or perfected under applicable laws,
and Buyer irrevocably  assigns to Seller all such right, title and interest,  if
any,  in any  Marks.  At no time  shall  Buyer  challenge  or  assist  others to
challenge  the Marks or the  registration  thereof or attempt  to  register  any
trademarks,  trade names,  service marks and names, logos or slogans confusingly
similar to the Marks.  All  representations  of Marks that Buyer  intends to use
that are not substantially  similar to  representations  of Marks used by Seller
shall  first  be  submitted  to  Seller  for  approval  (not to be  unreasonably
withheld) of design,  color, and other details.  In addition,  Buyer shall fully
comply with all reasonable written trademark guidelines provided by Seller.

                  (j) Reservation of Rights. Except as set forth in this Section
2.6 and in Section 9.7 below, Seller shall retain all right, title, and interest
in and to the Licensed Assets.

                  (k) No Implied  License.  Nothing herein shall be construed as
granted by implication,  estoppel,  or otherwise,  any license or other right to
any  intellectual  property right of

                                       10
<PAGE>

Seller  other than the  Licensed  Assets or to grant  Buyer any right or license
other than those expressly granted in this Section 2.6.

         2.7 Updates.  Following the Closing Date,  the parties may cooperate in
sharing bug fixes to the  Licensed  Technology  and may provide  each other with
minor  modifications and bug fixes to the Licensed Technology  ("Updates").  Any
Updates  provided  by Buyer to Seller or Seller to Buyer are hereby  licensed to
the other under a nonexclusive,  irrevocable,  non-terminable,  non-rescindable,
worldwide,  freely  assignable  (subject to the  conditions set forth in Section
2.6(d) above) license to use, make, have made, copy,  publish,  publicly display
and perform,  transmit,  modify,  improve,  prepare  Derivative  Works based on,
market, distribute, lease and sell the Updates. The Updates shall be provided by
either party to the other "AS IS" without any warranty of any kind.

3. PURCHASE PRICE.

         3.1 Consideration for Purchase of Purchased Assets. In consideration of
the sale,  transfer,  conveyance and assignment of the Purchased Assets to Buyer
and the license of the Licensed Assets to Buyer, pursuant to the terms set forth
herein,  Buyer  shall,  on the  Closing  Date,  pay to Seller  via check or wire
transfer  the sum of (i)  Twenty-Two  Million  Dollars  ($22,000,000)  plus (ii)
ninety-five  percent (95%) of the value of the Accounts  Receivable as set forth
on the  certificate  delivered from Seller to Buyer pursuant to Section  12.4(b)
hereto  plus (iii) the value of the  Inventory  as set forth on the  certificate
delivered from Seller to Buyer pursuant to Section  12.4(b) hereto (the "Closing
Cash Payment"). The aggregate value of the Accounts Receivable indicated in such
certificate and the aggregate amount paid at Closing for the Accounts Receivable
shall be referred to herein as the "A/R 95%  Value."  The Closing  Cash  Payment
shall be made free and clear of and without reduction for any Canadian taxes.

         3.2  Allocation  of Purchase  Price.  Prior to the Closing,  Seller and
Buyer shall agree upon an  allocation  of the purchase  price among the Business
Assets and such  agreement  shall be reduced to a writing  executed by Buyer and
Seller that shall be  delivered by Buyer and Seller to each other at the Closing
(the "Purchase Price Allocation  Agreement").  Any subsequent adjustments to the
allocable  Purchase  Price shall be reflected in the Purchase  Price  Allocation
Agreement in a manner consistent with Treasury Regulation  ss.1.1060-lT(f).  The
Purchase Price Allocation  Agreement will reflect that  substantially all of the
portion of the  purchase  price in excess of the  agreed  fair  market  value of
tangible properties, Accounts Receivable, and Inventory included in the Business
Assets is allocable to the Acquired  Technology and Licensed  Assets included in
the  Business  Assets  and that  there is no  goodwill  or other  similar  value
included in the Business Assets. Each party agrees not to take any position that
is adverse to or inconsistent  with the Purchase Price  Allocation  Agreement in
any tax return or other similar filing made by such party with any  governmental
taxing  authority,  including the United States Internal  Revenue Service unless
otherwise  required by an applicable taxing authority.  Nothing herein contained
shall impose on either party the duty or  obligation to contest any action which
any taxing  authority may take or any  adjustment  or change in such  allocation
which any taxing  authority may make or propose.  Seller and Buyer shall each be
responsible  for the  preparation of their own Section 1060 statements and forms
in accordance  with  applicable  tax laws, and each shall

                                       11
<PAGE>

execute and deliver to each other such  statements  and forms as are  reasonably
requested by the other party.

4. OBLIGATIONS ASSUMED.

         4.1 Assumption of Assumed Obligations. Except as set forth herein, upon
consummation  of, and effective as of, the Closing  Date,  Buyer will assume and
become  responsible  for all  liabilities  and  obligations  of the CPE Business
(whether known or unknown,  whether asserted or unasserted,  whether absolute or
contingent,  whether accrued or unaccrued,  whether  liquidated or unliquidated,
and  whether  due or to become  due),  including,  without  limitation,  (a) all
liabilities of the Seller under the agreements,  contracts, leases, licenses and
other arrangements related to the CPE Business (whether or not Assumed Contracts
or Required Consents),  (b) all liabilities arising as a result of any injury to
individuals or property as a result of the  ownership,  possession or use of any
product related to the CPE Business (including injury arising as a result of the
incapability of any such product to fully perform at dates after the year 2000),
(c) all liabilities  arising as result of any  infringement  of, violation upon,
misappropriation  of or conflict  with any  Intellectual  Property  Right of any
third party by any Business Asset,  (d) all  liabilities  arising as a result of
any  failure  of  Seller  to  comply  with  any  applicable  law  or  regulation
(including,  but not limited to environmental  and tax laws) relating to the CPE
Business and (e) all liabilities arising as a result of any claim, action, suit,
arbitration,  mediation  or  investigation  related  to the  CPE  Business.  The
liabilities,  debts and obligations  assumed by Buyer hereunder are collectively
referred to herein as the "Assumed Obligations." Notwithstanding anything herein
to  the  contrary,   Assumed  Obligations  shall  not  include  any  Non-Assumed
Liabilities (as defined in Section 4.4 below).

         4.2 Assumption by Subsidiaries  of Buyer.  Subject to the last sentence
of Section 16.7 hereof, the Assumed  Obligations shall be assumed by Mitel Corp.
and Mitel Inc. as set forth in  Schedule  4.2.  Subject to the last  sentence of
Section  16.7  hereof,  Buyer  reserves  the  right  to  designate  one or  more
wholly-owned   subsidiaries  to  assume  a  portion,  or  all,  of  the  Assumed
Obligations upon the consummation of, and effective as of, the Closing Date.

         4.3 Further Instruments.  The execution of this Agreement shall operate
as an  effective  assumption  of the  liabilities  assumed  by Buyer  hereunder.
However, in order to effectuate more fully and completely the assumption of such
liabilities pursuant the terms and conditions hereof, Buyer shall at the Closing
deliver  or  cause  to  be  delivered  to  Seller  such  assumptions  and  other
instruments  as  reasonably  requested  by Seller  sufficient  to  document  the
assumption of liabilities contemplated hereby.

         4.4 Liabilities and Obligations Not Assumed. All liabilities, debts and
obligations of Seller not assumed by Buyer hereunder are hereinafter referred to
as the "Non-Assumed  Liabilities." Non-Assumed Liabilities shall be comprised of
only the following: (a) any liabilities, debts or obligations not related to the
CPE Business, (b) any liabilities,  debts or obligations of Seller solely to the
extent  that they arise from  Seller's  general and  administrative  overhead or
corporate  governance  functions,  (c) any  liabilities,  debts  or  obligations
arising from  Seller's  employment  or  termination  of any person other than an
Employee,  including but not

                                       12
<PAGE>

limited to  liabilities,  debts or obligations  for such persons  related to any
employee  benefit plans of Seller  whether or not under the Employee  Retirement
Income Security Act of 1974, as amended, or related to the Consolidated  Omnibus
Budget  Reconciliation Act of 1985, as amended ("COBRA"),  or the Federal Worker
Adjustment  and  Retraining  Act, (e) any  liabilities,  debts or obligations of
Seller arising from breaches of fiduciary  duties of Seller owed to stockholders
of Seller or from violations by Seller of rules or regulations promulgated under
the  Securities  Exchange  Act of  1934,  as  amended,  as  determined  by final
non-appealable  judgment  of a  court  of  competent  jurisdiction,  (f)  all of
Seller's accounts payable accrued on Seller's accounting books and records as of
the Closing, (g) either (i) penalties assessed by governmental  entities arising
from a specific finding or findings of willful or intentional wrongdoing, and/or
(ii) punitive,  treble and/or  exemplary  damages payable by Seller arising from
any final, non-appealable judgments of a court of competent jurisdiction holding
Seller has committed an  intentional  tort or fraud or willful  infringement  or
willful  misappropriation  (other than (A) such damages or penalties  related to
claims for infringement or misappropriation  described in the fifth paragraph of
Section 7.8 of the Seller  Schedule of  Exceptions  or Schedule  4.4 hereto that
relate to Acquired  Technology,  (B) such damages or penalties related to claims
described  in the first  paragraph  of  Section  7.8 of the Seller  Schedule  of
Exceptions  whether or not  related to  Acquired  Technology  or (C) any damages
related to claims  described in this Section 4.4(g) that arose after the seventh
anniversary  of the Closing  Date).  The parties  agree  however,  that  nothing
contained in this Section 4.4(g) shall relieve Buyer of the  responsibility  for
any  compensatory  damages  arising  from any  final,  non-appealable  judgment.
Following the Closing Date Seller shall have no ongoing obligations with respect
to the  compensation or benefits  accruing after the Closing with respect to any
New Hire and Buyer shall have responsibility for such compensation and benefits.
Where a lack of  certainty  may exist as to whether  any  judgment is an Assumed
Obligation or a Non-Assumed Liability, the parties agree that each shall request
that a special  instruction  be given to the  fact-finder  to eliminate any such
uncertainty.

         4.5 No Obligations to Third Parties. The execution and delivery of this
Agreement  shall not be deemed to confer  any  rights  upon any person or entity
other  than the  parties  hereto,  or make any  person or  entity a third  party
beneficiary  of this  Agreement,  or to  obligate  the  parties to any person or
entity  other than the  parties to this  Agreement.  Assumption  by Buyer of any
liabilities  or  obligations  of Seller  pursuant to this Agreement or any Buyer
Closing  Document shall in no way expand the rights or remedies of third parties
against  Buyer as compared to the rights and remedies  such  parties  would have
against Seller if the Closing were not consummated.

         4.6  Subrogation  Rights.  Notwithstanding  anything in to the contrary
herein,  Buyer's duty to Seller with respect to the Assumed Obligations shall be
conditioned on the terms and conditions of those certain Assumption  Agreements,
copies of which are attached  hereto as Exhibit A and Exhibit B and the terms of
which are incorporated by herein reference.

5. CLOSING.

         5.1 Closing  Date.  The  consummation  of the  purchase and sale of the
Purchased  Assets and the  assumption  of the Assumed  Obligations  contemplated
hereby (the  "Closing")  will take place at the offices of Fenwick & West LLP at
Two Palo Alto  Square,  Palo  Alto,  CA,

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<PAGE>

subject to the last  sentence of this Section  5.1, at the earliest  practicable
date after all of the  conditions  to closing set forth in this  Agreement  have
been satisfied or waived in writing, or at such other time or date (the "Closing
Date"), and at such other place, or by such other means of exchanging documents,
as may be agreed to by the parties hereto.  It is the parties intent on that the
Closing not occur at any time during the last two weeks of any fiscal quarter of
Seller.

         5.2 Termination of License  Agreement.  Immediately  effective upon the
Closing, the License Agreement, effective April 1, 1995, between Mitel Corp. and
Seller, shall terminate and be of no further force or effect.  Neither Buyer nor
Seller  shall be liable to the other for  damages of any kind on account of such
termination.

6. REPRESENTATIONS AND WARRANTIES OF BUYER.

         Buyer  hereby  represents  and  warrants  to  Seller  that  all  of the
following statements are true, accurate and correct:

         6.1  Organization,  Good Standing and  Qualification.  Mitel Corp.  and
Mitel, Inc. are each  corporations duly organized,  validly existing and in good
standing  under the laws of the  jurisdiction  in which they were  organized and
each corporation has all requisite corporate power and authority to carry on its
business as now conducted and to enter into this Agreement and the  transactions
contemplated hereby and thereby.

         6.2 Authorization.  All corporate action on the part of Mitel Corp. and
Mitel,  Inc.,  and their  respective  officers and  directors  necessary for the
authorization,  execution  and delivery of this  Agreement and the Buyer Closing
Documents, the performance of all obligations of Buyer hereunder and thereunder,
has been taken. This Agreement constitutes, and the Buyer Closing Documents when
executed and delivered,  will constitute,  valid and legally binding obligations
of Buyer  enforceable in accordance with their respective  terms,  except (i) as
limited by applicable bankruptcy,  insolvency,  reorganization,  moratorium, and
other laws of general  application  affecting  enforcement of creditors'  rights
generally and (ii) as limited by laws relating to the  availability  of specific
performance,  injunctive  relief or other  equitable  remedies.  The  execution,
delivery  and  performance  by Buyer  of this  Agreement  and each of the  Buyer
Closing  Documents has been duly and validly  approved by the Board of Directors
of each of Mitel, Inc. and Mitel Corp. No approval of the stockholders of Mitel,
Inc. or Mitel Corp. is required to effect the transactions  contemplated by this
Agreement or the Buyer Closing Documents.

         6.3 Governmental Consents. No consent, approval, order or authorization
of, or registration, qualification, designation, declaration or filing with, any
governmental  entity on the part of Buyer is  required  in  connection  with the
consummation of the  transactions  contemplated  by this  Agreement,  except for
compliance with the  Hart-Scott-Rodino  Antitrust  Improvements  Act of 1976, as
amended ("HSR").

         6.4 Litigation.  There is no action, suit,  proceeding or investigation
pending or currently  threatened  against  Buyer that  questions the validity of
this  Agreement or the Buyer

                                       14
<PAGE>

Closing  Documents,  or the right of Buyer to enter into this  Agreement  or the
Buyer Closing Documents or to consummate the transactions contemplated hereby or
thereby.

         6.5 Compliance with Other Instruments and Laws. The execution, delivery
and  performance of this Agreement and the Buyer Closing  Documents by Buyer and
the consummation of the transactions  contemplated hereby and thereby do not and
will not result in a violation  or default in any  material  respect of: (a) any
provision of the Buyer's charter documents, or (b) any judgment, order, writ, or
decree to which Buyer is a party and that would have a material  adverse  effect
on Buyer.  Buyer is not in violation  or default in any material  respect of any
provision of its charter documents, or of any instrument, judgment, order, writ,
decree or  contract  to which it is a party or by which it is bound  that  could
reasonably be expected to have a material  adverse  effect on Buyer's  business,
or, to its knowledge,  of any provision of any federal or state statute, rule or
regulation  applicable  to Buyer that could  reasonably  be  expected  to have a
material adverse effect on Buyer.

         6.6  Brokerage  and  Finder's  Fees.  Neither  Buyer  nor  any  of  its
subsidiaries  has  employed  any  broker,  finder or agent,  or agreed to pay or
incurred  any  brokerage  fee,  finder's fee or  commission  with respect to the
transactions  contemplated by this Agreement, or dealt with anyone purporting to
act in the  capacity  of a broker,  finder or agent  with  respect  thereto as a
result of which any claim for a fee can be asserted against Seller.

         6.7 Changes in Control.  None of Mitel,  Inc., Mitel Corp. or any agent
or affiliate thereof is in discussions or negotiations with any party concerning
a transaction of the kind contemplated by Section 16.6 hereof.

7. REPRESENTATIONS AND WARRANTIES OF SELLER.

         Seller  hereby  represents  and  warrants to Buyer that,  except as set
forth in a Schedule of Exceptions  to this  Agreement  (the "Seller  Schedule of
Exceptions"), all of the following statements are true, accurate and correct.

         7.1  Organization,  Good Standing and  Qualification;  Control of Other
Entities.  Seller is a corporation duly organized,  validly existing and in good
standing under the laws of the State of Delaware and has all requisite corporate
power and  authority to own and use its assets,  to carry on its business as now
conducted  and to enter into this  Agreement and the  transactions  contemplated
hereby. Seller is duly qualified to transact business and is in good standing in
each  jurisdiction  in which the  failure  to so  qualify  would have a material
adverse effect on the Purchased  Assets.  Seller does not possess voting control
directly or  indirectly,  over any other  corporation,  association  or business
entity, other than subsidiaries that are majority-owned by Seller.

         7.2  Authorization  and Validity.  All corporate  action on the part of
Seller, its officers and directors  necessary for the  authorization,  execution
and delivery of this Agreement and the Seller Closing Documents, the performance
of all obligations of Seller hereunder and thereunder, has been taken or will be
taken prior to the Closing.  This  Agreement has been,  and

                                       15
<PAGE>

at the  Closing,  the  Seller  Closing  Documents  will be,  duly  executed  and
delivered by Seller. This Agreement constitutes, and, upon Seller's execution of
each of the Seller Closing Documents,  each of the Seller Closing Documents will
constitute,  a legal, valid and binding obligation of Seller enforceable against
Seller in  accordance  with its  terms,  except  (i) as  limited  by  applicable
bankruptcy,  insolvency,  reorganization,  moratorium, and other laws of general
application  affecting  enforcement of creditors' rights generally;  and (ii) as
limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies.  The execution,  delivery and performance by
Seller of this Agreement and each of the Seller Closing Documents have been duly
and validly  approved and  authorized  by the Board of  Directors of Seller.  No
approval of the  stockholders  of Seller is required to effect the  transactions
contemplated by this Agreement or the Seller Closing Documents.

         7.3 No  Conflict.  The  execution,  delivery  and  performance  of this
Agreement and the Seller Closing Documents by Seller and the consummation of the
transactions  contemplated hereby and thereby do not and will not: (a) result in
a violation  or default in any  material  respect of any  provision  of Seller's
charter documents,  (b) result in a violation or default in any material respect
of any  judgment,  order,  writ or decree  applicable  to Seller or, to Seller's
knowledge,  to any of the Business  Assets,  (c)  constitute a default (or event
which  with the  giving  of  notice or lapse of time,  or both,  would  become a
breach,   violation  or  default)  under,  or  give  to  others  any  rights  of
termination,  amendment,  acceleration or  cancellation  of, any of the Acquired
Contracts,  or (d)  result  in the  creation  of any  Encumbrance  on any of the
Business Assets, except where the existence of such Encumbrance would not have a
material adverse effect on the CPE Business taken as a whole.

         7.4  Consents.  No  consent,  approval,  order or  authorization  of or
registration,  qualification,  designation,  declaration  or  filing  with,  any
governmental  entity on the part of Seller is  required in  connection  with the
consummation of the  transactions  contemplated  by this  Agreement,  except for
compliance with the HSR Act.

         7.5 Title to and Condition of Purchased  Assets;  Accounts  Receivable;
Inventory; Sufficiency of Business Assets.

                  (a) Title and Condition of Purchased  Assets. To the knowledge
of  Seller,  Seller  owns all the  Purchased  Assets  required  to be  delivered
pursuant to Section 2.1 hereof and has good and  marketable  title in and to all
of such  Purchased  Assets,  free and  clear  of all  Encumbrances,  except  for
Permitted  Encumbrances  and where  failure to hold such title  would not have a
material  adverse  effect  on the CPE  Business  taken as a whole.  To  Seller's
knowledge, Seller has all necessary rights in the Licensed Assets to grant Buyer
the rights  described in Section 2.6 above except where  failure to possess such
rights would not have a material  adverse  effect on the CPE Business taken as a
whole. To the knowledge of Seller,  title to all such Purchased Assets is freely
transferable from Seller to Buyer free and clear of all Encumbrances (other than
Permitted Encumbrances) without obtaining the consent or approval of any person,
except where  failure to hold such title or the  existence  of such  Encumbrance
would not have a material  adverse  effect on the CPE Business taken as a whole.
To the knowledge of Seller,  all of the tangible  personal  property included in
the Purchased Assets is in good working condition and

                                       16
<PAGE>

repair,  ordinary wear and tear  excepted,  and is suitable for the purposes for
which it is presently  used,  except where  failure of such assets to be in such
condition would not have a material  adverse effect on the CPE Business taken as
a whole. The current location of all material  tangible  Purchased Assets (other
than  inventory)  is set forth in  Schedule  7.5.  Schedule  7.5  indicates  the
original  cost,  depreciation  and current  book value of each item of Equipment
(excluding any reserves associated with such assets).

                  (b) Sufficiency of Business Assets.  To Seller's  knowledge as
of the date  hereof,  Seller has  identified  all  Required  Consents  and other
contracts  to which  Seller is a party that are  necessary or required to enable
Buyer,   following  the  Closing,  to  conduct  and  operate  the  CPE  Business
substantially  as it has been  conducted and operated  during the most recent 12
months without any material adverse affect to the CPE Business taken as a whole.

         7.6 List of Agreements.  As of the date hereof, to Seller's  knowledge,
true and  complete  copies  of all  material  agreements  pertaining  to the CPE
Business and to which Seller is a party whether  written or oral  (collectively,
"CPE  Agreements") have been made available to Buyer. To the knowledge of Seller
except as would not have a material  adverse effect on the CPE Business taken as
a whole, as of the date hereof,  all CPE Agreements are valid, in full force and
effect,  and enforceable in accordance with their respective terms, and no party
has  repudiated  or claimed a breach of any  provision  thereof and no breach or
default  thereunder will result from this  Agreement,  any of the Seller Closing
Documents,  or any of the transactions  contemplated  hereby or thereby.  To the
knowledge of Seller  except as would not have a material  adverse  effect on the
CPE  Business  taken as a whole,  neither  Seller nor any other party to any CPE
Agreement  is in  material  breach or  default  in  performance  of any of their
respective obligations thereunder, and no event exists which, with the giving of
notice or lapse of time or both, would constitute a material breach,  default or
event of default on the part of Seller  or, on the part of any other  party,  to
any Agreement that is continuing unremedied.

         7.7 No  Restrictive  Agreements.  As of the date  hereof,  to  Seller's
knowledge,  except  as would  not  cause a  material  adverse  effect on the CPE
Business  taken as a whole,  Seller is not a party to, and no Business  Asset is
bound or  affected  by,  any  judgment,  injunction,  order,  decree,  contract,
covenant or agreement  (noncompete  or  otherwise)  that  restricts or prohibits
Seller in any material  respect from freely  engaging in the CPE Business as now
conducted or proposed to be conducted by Seller through the Closing Date or from
competing  in any  material  respect  in the voice  mail and  unified  messaging
applications  business anywhere in the world (including  without  limitation any
contracts,  covenants or agreements  restricting  the  geographic  area in which
Seller may sell, license, market, distribute or support any Business Assets)

         7.8 Litigation. As of the date hereof to Seller's knowledge,  except as
would not cause a material  adverse effect on the CPE Business taken as a whole,
there  is no  claim,  action,  suit,  arbitration,  mediation  or,  to  Seller's
knowledge, investigation, pending, at law or in equity, by way of arbitration or
before any court, governmental department, commission, board or agency that: (i)
could reasonably be expected to contest or challenge Seller's  authority,  right
or ability to sell, lease, license or convey any of the Purchased Assets (or any
Intellectual  Property  Right  thereto) or the right to any  Licensed  Assets to
Buyer hereunder or otherwise  perform

                                       17
<PAGE>

Seller's  obligations  under  this  Agreement  or  any  of  the  Seller  Closing
Documents; (ii) challenges or contests Seller's right, title or ownership of any
of the Purchased  Assets (or any  Intellectual  Property  Right  thereto) or the
Seller's  right to any  Licensed  Assets  (or any  Intellectual  Property  Right
thereto)  or seeks to  impose  an  Encumbrance  on,  or a  transfer  of title or
ownership of, any Purchased Asset (or any  Intellectual  Property Right thereto)
or the right to any Licensed  Assets  (other than sale of inventory by Seller in
the  ordinary   course);   (iii)  asserts  that  any  Purchased  Asset  (or  any
Intellectual  Property  Rights  thereto),  or any  Licensed  Technology  (or any
Intellectual Property Right thereto) or any other Licensed Asset owned by Seller
(or  any  Intellectual  Property  Right  thereto)  or any  action  taken  by any
employee,  consultant or contractor of Seller, or any other subsidiary of Seller
with  respect  to any  Purchased  Asset  (or any  Intellectual  Property  Rights
thereto) or any Licensed Asset (or any  Intellectual  Property  Right  thereto),
infringes  or  misappropriates  any  intellectual  property  rights of any third
party; or (iv) seeks to enjoin,  prevent or materially  hinder  operation of the
CPE  Business,  the  sale,  license,  marketing  or  distribution  of any of the
Products or the  consummation  of any of the  transactions  contemplated by this
Agreement or any of the Seller Closing Documents; or (v) would impair or have an
adverse  effect  on the  CPE  Business  (or  any  Intellectual  Property  Rights
thereto).  As of the date hereof, to Seller's knowledge except as would not have
a material  adverse  effect on the CPE Business  taken as a whole,  there are no
judgments, decrees, injunctions or orders of any court, governmental department,
commission,  agency,  instrumentality  or arbitrator  pending or binding against
Seller which affect any of the  Business  Assets or Buyer's  ability to hire any
Employee.

         7.9. Compliance with Laws. To Seller's  knowledge,  except as would not
have a material adverse effect on the CPE Business taken as a whole, Seller has,
in all  material  respects,  complied  with and has not  received any notices of
violation  with  respect to, any United  States or non-U.S.,  federal,  state or
local statute, law or regulation  (including,  but not limited to, environmental
and tax laws) applicable to the CPE Business or any of the Purchased Assets, any
Licensed  Technology (or any  Intellectual  Property Right thereto) or any other
Licensed Asset owned by Seller (or any Intellectual Property Right thereto).

         7.10 Employees.

                  (a) Employee  List.  Set forth in Schedule  7.10 is a complete
and  accurate  list  as of the  date  hereof  all the  employees  of  Seller  or
subsidiaries of Seller who work exclusively in, or are necessary for the conduct
of the CPE Business  ("Employees").  Schedule  7.10 also contains a complete and
accurate list as of the date hereof of all consultants and contractors currently
hired,  retained  or  engaged  by Seller or any  other  subsidiary  of Seller to
perform any work or services  related to the  Products  and/or the CPE  Business
(collectively "Consultants" and each individually a "Consultant").

                  (b)  Employment  and  Consulting  Agreements.   Schedule  7.10
includes  a  complete  and  accurate  list as of the date  hereof of all oral or
written  employment  contracts or agreements with or related to any Employee (if
any) known to Seller that are (or will prior to the Closing be) in effect (other
than offer letters  providing for "at will"  employment) and (ii) all

                                       18
<PAGE>

consulting or similar  agreements known to Seller related to any Consultant that
are (or will prior to the Closing be) in effect.

                  (c) No  Representation  to Employees.  To Seller's  knowledge,
except as would not cause a material adverse affect on the CPE Business taken as
a whole,  Seller  has made no  representation  to any  employee,  consultant  or
contractor  of Seller or any other  affiliate  of Seller  that Buyer can or will
terminate the  employment of its employees only upon certain terms or conditions
or only on certain  grounds or that such  employment is anything  other than "at
will".

                  (d) No Terminations  Planned; No Restrictions.  As of the date
hereof,  Seller has not received any notice, nor, to Seller's knowledge is there
any reason to believe,  that any  executive  or key employee  necessary  for the
conduct of the CPE Business without causing a material adverse affect on the CPE
Business taken as a whole, has any plans to terminate his or her employment with
Seller. To Seller's  knowledge,  as of the date hereof, no such executive or key
employee is subject to any oral or written  agreement,  or order that impedes or
might  impede such  executive  or key  employee  from  devoting  his or her full
business  time to the affairs of Seller  prior to the Closing  Date and, if such
person  becomes an employee of Buyer,  to the affairs of Buyer after the Closing
Date.

         7.11 Customers.  To Seller's knowledge as of the date hereof,  Schedule
7.11 is an accurate and complete list, with respect to CPE Business,  of (i) all
outstanding product development  obligations  involving costs to the provider in
excess of Fifteen Thousand Dollars ($15,000) individually, (ii) all non-standard
support  obligations under such Contracts,  and all credits granted to, or other
adjustments  made for, the  customer to be applied  against  future  payments or
purchases that involve amounts in excess of Fifteen Thousand  Dollars  ($15,000)
individually  and (iii) all  commitments by Seller to any of its customers which
are not embodied in the Contracts  (including  without  limitation  any material
commitment to repair, replace or upgrade any Acquired Technology or to deliver a
new or replacement  product) that involve amounts in excess of Fifteen  Thousand
Dollars ($15,000) individually.

         7.12  Supplier  Relationships.  As of  the  date  hereof,  to  Seller's
knowledge:  Seller has good commercial working  relationships with its suppliers
for the CPE  Business  and since July 1, 1997,  no supplier  accounting  for ten
percent  (10%) or more of  Seller's  purchases  of  supplies  related to the CPE
Business has  canceled or otherwise  terminated  its  relationship  with Seller,
decreased or limited  materially  its  materials  made  available  for supply to
Seller from the corresponding period in the prior year, or overtly threatened to
take any such action.

         7.13 Product  Liability.  As of the date hereof to Seller's  knowledge,
Seller has no liability, debt or obligation (and to Seller's knowledge as of the
date  hereof  there  is no basis  for any  present  or  future  action,  suit or
governmental proceeding) arising out of any injury to individuals or property as
a result of the ownership,  possession or use of any Product  related to the CPE
Business delivered by Seller or any subsidiary of Seller to a Customer of Seller
prior to the Closing Date which would have a material  adverse effect on the CPE
Business taken as a whole. To Seller's  knowledge,  Seller has used commercially
reasonable efforts as of the date

                                       19
<PAGE>

hereof to disclose to customers that  currently use any of the Products  related
to the CPE Business of the possibility, the Products may not be capable of fully
performing in accordance with their current  specifications,  documentation  and
warranties  at  dates  after  the  Year  2000,  and  the  possible  consequences
therefrom.

         7.14 Intellectual Property Rights.

                  (a) Ownership. To Seller's knowledge, except as would not have
a material  adverse effect on the CPE Business  taken as a whole,  Seller is the
sole and exclusive  owner of all  Intellectual  Property  Rights in the Business
Assets,  except for those  Intellectual  Property Rights  identified on Schedule
7.14 as being licensed to Seller by third parties. To Seller's knowledge, except
as would  not have a  material  adverse  effect on the CPE  Business  taken as a
whole,  Seller  has  taken all  customary  steps to  maintain  and  protect  all
Intellectual Property Rights in the Business Assets. Schedule 7.14 discloses all
third  parties  (other than  employees  of Seller),  that have had access to the
source code for any of the Business Assets.

                  (b) No Infringement.  To Seller's  knowledge,  except as would
not have a material  adverse  effect on the CPE Business  taken as a whole,  the
Business  Assets have not infringed or violated and currently do not infringe or
violate  upon,  misappropriate  or otherwise  conflict  with,  any  Intellectual
Property Rights of any third party and no third party has asserted or threatened
to assert against Seller any claim of  infringement or  misappropriation  of any
such rights. To Seller's knowledge,  except as would not have a material adverse
effect on the CPE Business taken as a whole, the transfer of the Business Assets
to Buyer will not infringe upon any such rights of any third party.  To Seller's
knowledge,  except  as  would  not have a  material  adverse  effect  on the CPE
Business taken as a whole: no third party has interfered  with,  infringed upon,
misappropriated, any of the Intellectual Property Rights in the Business Assets.

                  (c) Recorded  Intellectual  Property  Rights and Licenses.  To
Seller's knowledge,  as of the date hereof,  Schedule 7.14 identifies:  (i) each
patent,  copyright,  mask  work,  trademark  or  service  mark (or  registration
thereof)  which  has been  granted  or  registered  and  issued to Seller in any
jurisdiction,   (ii)  each  pending  patent   application  or  application   for
registration of a copyright, mask work, trademark, service mark or similar right
which Seller has made in any  jurisdiction.  To Seller's  knowledge,  Seller has
made available to Buyer correct and complete copies of all such patents,  patent
applications, copyrights, mask work registrations and applications, and has made
available  to  Buyer   correct  and  complete   copies  of  all  other   written
documentation evidencing ownership of each such item.

                  (d)  Product  Compliance.  The  Acquired  Technology  has been
developed to be capable of fully  performing in accordance  with  specifications
and  functionality  set forth in Schedule 7.14 at chronological  dates after the
Year 2000,  without any adverse change or effect, and without the need to modify
or alter such  software in any respect.  To Seller's  knowledge,  as of the date
hereof, Seller's Series 4, 5, and 6 voicemail products as well as Seller's Voice
Gateway  products are all U.L.  approved and compliant with F.C.C.  parts 15 and
68,  all  Canadian  Standard  Association  regulations,  and all  other  similar
applicable regulations of the United

                                       20
<PAGE>

States,  Canada,  and any other country known to Seller into which such products
were sold at any time prior to the Closing.

         7.15  Brokerage  and  Finder's  Fees.  Neither  Seller  nor  any of its
subsidiaries  has  employed  any  broker,  finder or agent,  or agreed to pay or
incurred  any  brokerage  fee,  finder's fee or  commission  with respect to the
transactions  contemplated by this Agreement, or dealt with anyone purporting to
act in the  capacity  of a broker,  finder or agent  with  respect  thereto as a
result  of  which  any  claim  for a fee can be  asserted  against  Buyer or the
Purchased Assets, except for First Analysis Securities  Corporation,  whose fees
and expenses shall be paid by Seller.

         7.16  Disclosure.  To  Seller's  knowledge,  there is no fact which can
reasonably  be  expected  to have a  material  adverse  effect on the  business,
condition, affairs, prospects or operations of the CPE Business taken as a whole
which has not been set forth in this Agreement,  Schedules  hereto or the Seller
Schedule of Exceptions.

8. COVENANTS OF BUYER.

         8.1 Confidential Information.

                  (a) Seller  Confidential  Information.  For  purposes  of this
Agreement, "Confidential Information" means all copies of financial information,
marketing and sales  information,  pricing,  marketing  plans,  business  plans,
financial and business  projections,  manufacturing  processes  and  procedures,
formulae,  methodologies,  inventions,  product designs, product specifications,
customer  lists,   customer  data,  drawings,   and  other  confidential  and/or
proprietary  information.  All  Confidential  Information of Seller disclosed to
Buyer in the course of negotiating or performing the  transactions  contemplated
by this Agreement ("Seller Confidential Information") will be held in confidence
and not used or disclosed by Buyer until the  expiration of five (5) years after
the Closing Date,  except for Confidential  Information that constitutes  source
code,  customer  lists or trade secrets which will be held in confidence and not
used or disclosed by Buyer in perpetuity.  All Seller  Confidential  Information
not  included in the  Business  Assets will be  promptly  destroyed  by Buyer or
returned to Seller upon Seller's  written request to Buyer;  provided,  however,
that from and after  the  Closing,  Seller  Confidential  Information  shall not
include any  information  or assets  included in the Purchased  Assets.  Buyer's
employees,  affiliates  and  stockholders  will not be given  access to Seller's
Confidential  Information  except on a "need to know"  basis.  Buyer  shall take
reasonable  precautions  to protect  the Seller  Confidential  Information  from
disclosure,  including  such  measures  as Buyer  takes with  respect to its own
confidential information. It is agreed that Seller Confidential Information will
not include any  information  that: (a) Buyer can demonstrate was known to Buyer
prior to receipt of such information from Seller; (b) is disclosed to Buyer by a
third party having the legal right to disclose such  information and who owes no
obligation  of  confidence  to Seller;  (c) is now, or later becomes part of the
general public or industry knowledge, other than as a result of a breach of this
Agreement by Buyer; or (d) Buyer can demonstrate was independently  developed by
Buyer without the use of any Seller  Confidential  Information.  The standard of
proof for the  determination  of the existence of the breach of any  obligations
contained in this Section 8.1 shall be "clear and convincing  evidence," and not
"preponderance of the evidence."

                                       21
<PAGE>

                  (b) Confidential  Information Related to Licensed Assets. From
and  after  the  Closing,   Buyer  will  maintain  the  confidentiality  of  any
Confidential  Information  included in or relating  to the  Licensed  Assets and
Buyer  shall take such  actions and  precautions  as it takes to protect its own
confidential  information,  including  but not  limited to the use of  customary
non-disclosure  agreements,  to ensure that such Confidential Information is not
disclosed by Buyer's employees, affiliates or stockholders.

         8.2 Transfer Taxes.  Buyer shall pay and promptly  discharge,  and hold
Seller  harmless from any loss or expense  associated  with, any value added tax
and any documentary transfer tax (including stamp tax) imposed on or levied with
respect to the transactions contemplated by this Agreement. Buyer shall promptly
pay or reimburse  Seller for all sales,  use, value added,  excise,  transfer or
other  similar tax (other than any taxes based upon  Seller's  income or capital
gains)  imposed on Seller with  respect to the sale of the  Purchased  Assets to
Buyer under this Agreement for which Seller will not receive a refund or credit,
upon receipt of documentation  reasonably  requested by Buyer. The parties shall
cooperate  with  each  other to the  extent  reasonably  requested  and  legally
permitted to minimize any such taxes.

         8.3 Further  Assurances.  From and after the Closing Date,  Buyer shall
promptly  execute and deliver such further  assignments,  endorsements and other
documents  as Seller may  reasonably  request for the purpose of  effecting  the
transfer  of  Seller's  title to the  Purchased  Assets to Mitel,  Inc. or Mitel
Corp., as the case may be, and/or carrying out the provisions and intent of this
Agreement and the Buyer Closing Documents.

         8.4  Cooperation  in Connection  with Pending  Litigation.  Until three
years  following the Closing,  Buyer agrees to cooperate in Seller's  defense of
any litigation  pending related to the Non-Assumed  Liabilities or other matters
as required by law or as otherwise reasonably  requested by Seller.  Thereafter,
Buyer shall cooperate in Seller's  defense of any litigation  pending related to
the Non-Assumed  Liabilities or other matters as reasonably requested by Seller.
Seller shall  reimburse  Buyer for all costs and  expenses  incurred by Buyer in
connection with this Section 8.4

         8.5 Covenant Not to Compete.  For a period of three (3) years after the
Closing  Date,  neither  Buyer nor its  majority-controlled  subsidiaries  shall
engage,  participate in or finance,  directly or indirectly,  as owner, partner,
agent,  joint  venturer,   consultant,   licensor,  or  in  any  other  capacity
whatsoever, carry on, through a corporation, partnership, other business entity,
or  arrangement  or  any  other  medium,   in  the  development,   distribution,
manufacturing,  marketing,  licensing  or  selling  of any  voice-mail,  unified
messaging  product,  or other enhanced service product that is used by direct or
indirect customers or potential customers of Seller to resell shared services to
other end users  anywhere in the world.  Buyer  expressly  acknowledges  that it
could be  extremely  difficult to measure the damages that might result from any
breach of these covenants, and that any breach of these covenants will result in
irreparable  injury to the Seller for which money damages  could not  adequately
compensate.  If a breach or threatened  breach of these covenants  occurs,  then
Seller shall be entitled,  in addition to all other rights and remedies  that it
may have at law or in equity,  to seek  injunctions  enjoining  and  restraining
Buyer and all other  persons  involved  therein  from any  actual or  threatened
breach.  If Seller must resort

                                       22
<PAGE>

to arbitration or litigation to enforce any of these  covenants that has a fixed
term,  then such term shall be extended for a period of time equal to the period
during which a breach of such covenant was occurring, beginning on the date of a
final court order (without  further right of appeal)  holding that such a breach
occurred or, if later, the last day of the original fixed term of such covenant.
The  parties  hereto  agree  that  the  duration  and  geographic  scope  of the
non-competition  provision set forth in this Section 8.5 are reasonable.  In the
event that any court  determines  that the duration or the geographic  scope, or
both, are unreasonable and that such provision is to that extent  unenforceable,
the  parties  hereto  agree that the  provision  shall  remain in full force and
effect for the  greatest  time  period and in the  greatest  area that could not
render it unenforceable.  The parties intend that this non-competition provision
shall be  deemed to be a series of  separate  covenants,  one for each and every
political  subdivision  of each and every country in the world.  Notwithstanding
anything to the  contrary  herein,  Buyer  shall be  permitted  to  manufacture,
market,  license and sell its GX5000 product (with or without  incorporating any
of the Business Assets) in the independent telco market; provided,  however that
any  such  permitted  GX5000  product  shall  have no  more  than  3,500  lines.
Notwithstanding  anything to the contrary  herein,  in the event Seller requests
permission of Buyer to pursue a business opportunity in writing that it believes
may breach its  obligations set forth in this Section 8.5, Buyer shall promptly,
and in any event within three (3) business days of receiving such request, grant
or deny in writing such permission in its reasonable discretion. If such request
is granted, no Seller action taken to pursue the business opportunity  described
in the written request shall be deemed to be a breach any of its obligations set
forth in this Section 8.5.

         8.6 Covenant Not to Solicit. Except as provided by law, for a period of
two (2) years after the Closing Date,  Buyer shall not solicit any then employee
of Seller to terminate his employment with Seller to become an employee of Buyer
(other than through  general  solicitation  or  advertisement).  Notwithstanding
anything  to the  contrary  contained  herein,  in the event  Buyer hires such a
then-employee  within the two year period after the Closing  Date,  Buyer shall,
within 10 days,  pay to Seller an amount  equal to twenty  percent  (20%) of the
then-employee's  aggregate  salary  received  during the last 12 month period of
employment with Seller.

         8.7 Accounts Receivable Holdback Payment. Within ten (10) business days
after the six month  anniversary of the Closing Date,  Buyer shall pay to Seller
an  amount,  if any,  equal  to the cash  received  by  Buyer  for any  Accounts
Receivable  during  the period  commencing  on the  Closing  Date and ending six
months thereafter less the A/R 95% Value.

         8.8 Collection of Seller's Accounts Receivable.  For one (1) year after
the Closing  Date,  Buyer shall  cooperate  in the  collection  of any  accounts
receivable that were not included in the Accounts  Receivable.  Any such amounts
collected   by   Buyer   (other   than   amounts   collected   from   Government
Telecommunications,  Inc.),  less an amount  equal to five  percent  (5%) of any
amounts collected which shall be retained by Buyer, shall be forwarded to Seller
as promptly as  practicable  together with a notice  setting forth in reasonable
detail the nature of the accounts  receivable  so  collected.  Buyer shall in no
case be obligated to commence, or threaten to commence, adjudication proceedings
of any kind to collect any Accounts Receivable.

                                       23
<PAGE>

         8.9 Survival of Covenants.  Each of the covenants set forth in Sections
8.2 through 8.8 shall survive the Closing. The covenant set forth in Section 8.1
shall survive the Closing and shall survive the  termination  of this  Agreement
for any reason.

9. COVENANTS OF SELLER.

         Seller covenants and agrees with Buyer as follows:

         9.1 Carry on Business in Normal Manner. From the date of this Agreement
to the Closing  Date,  Seller  agrees to use  reasonable  efforts to protect and
preserve  the Business  Assets free of all  Encumbrances  (other than  Permitted
Encumbrances)  and to preserve  the  goodwill of its  customers,  suppliers  and
others having  business  relations with the CPE Business.  Without  limiting the
generality of the foregoing, without Buyer's prior written consent, Seller shall
not:

                  (a)  engage in any  transaction  that  would  have a  material
adverse effect on the CPE Business taken as a whole;

                  (b)  sell,  transfer,   convey,   assign,  lease,  license  or
otherwise  dispose of any of the Business  Assets,  or cancel,  rescind,  waive,
release,  fail to renew or forgive any  material  contracts  or claims of Seller
pertaining to the CPE Business  except,  in each case, in the ordinary course of
Seller's business consistent with Seller's past practices; or

                  (c) mortgage,  pledge,  subject to a lien, or grant a security
interest in, or otherwise encumber, any of the Business Assets.

                  (d) transfer  any Key  Employee or Required  Employee (as each
term is  defined in Section  10.1  below)  (each,  an  "Employee")  to any other
division or position of employment  within Seller or any other  subsidiaries  of
Seller;

                  (e) terminate the employment of any Employee without the prior
written consent of Buyer which shall not be unreasonably withheld;

                  (f)  encourage  any  Employee  not  to  accept  any  offer  of
employment by Buyer made pursuant to Article 10 hereof;

                  (g) change the base salaries or bonus programs of any Employee
or establish a bonus plan or any new employee  benefits for any Employee without
Buyer's prior written approval unless such change applies to  substantially  all
of the employees of Seller; or

                  (h) re-locate any material  tangible  Purchased  Assets (other
than inventory) from the location(s) shown for such Purchased Assets on Schedule
7.5.

         9.2 Access to Customers and Information. From the date of the Agreement
to the Closing Date,  Seller will afford to (i) Buyer  reasonable  access to and
the  opportunity  to  meet  and  interview  each  Employee  for the  purpose  of
negotiating  offers of employment  contingent upon the  consummation of the sale
and  transfer  of the  Business  Assets  to  Buyer  and the  other

                                       24
<PAGE>

transactions contemplated hereby and (ii) the representatives of Buyer access to
customers of the CPE Business (iii) the representatives of Buyer,  including its
counsel and auditors, access to all information with respect to the CPE Business
(except for attorney-client  privileged information and independent  accountants
working  papers) to the end that Seller shall not impede Buyer's efforts to make
such a full investigation of customers of the CPE Business,  and of the Business
Assets in advance of the  Closing  Date as Buyer  shall  reasonably  desire.  In
addition,  the officers of Seller will confer with  representatives of Buyer and
will furnish to Buyer, either orally or by means of such records,  documents and
memoranda  as  are  available  or  reasonably   capable  of  preparation,   such
information  pertaining to the CPE Business as Buyer may reasonably request, and
Seller will furnish to Buyer's auditors all consents and authority that they may
reasonably request in connection with any examination of Buyer.

         9.3 Further Assurances. Subject to the terms hereof, from and after the
Closing  Date,  Seller shall  promptly  execute and deliver to Buyer any and all
such  further  assignments,  endorsements  and  other  documents  as  Buyer  may
reasonably  request for the purpose of effecting the transfer of Seller's  title
to the  Purchased  Assets to Mitel,  Inc.  or Mitel  Corp.,  as the case may be,
and/or  carrying out the  provisions and intent of this Agreement and the Seller
Closing Documents.  In addition,  subject to the terms hereof,  from the Closing
Date until six (6) months thereafter,  Seller shall at Buyer's expense, take all
further actions in its power reasonably  necessary to ensure that Buyer receives
the  Business  Assets  sufficient  to conduct and  operate  the CPE  Business as
operated by Seller on the Effective Date.

         9.4 Confidential Information.

                  (a) Buyer Confidential  Information.  Confidential Information
of Buyer  disclosed to Seller in the course of  negotiating  or  performing  the
transaction  contemplated by this Agreement ("Buyer  Confidential  Information")
will be held in  confidence  and not  used or  disclosed  by  Seller  until  the
expiration  of five (5) years after the Closing  Date,  except for  Confidential
Information that constitutes source code,  customer lists or trade secrets which
will be held in confidence and not used or disclosed by Buyer in perpetuity, and
will be promptly  destroyed by Seller or returned to Buyer upon Buyer's  written
request to Seller.  Seller's employees,  affiliates and stockholders will not be
given access to Buyer Confidential Information except on a "need to know" basis.
Seller  shall take  reasonable  precautions  to protect  the Buyer  Confidential
Information  from  disclosure,  including  such  measures  as Seller  takes with
respect to its own confidential information.  It is agreed that, for purposes of
this Section 9.4,  Confidential  Information will not include  information that:
(a)  Seller  can  demonstrate  was  known to  Seller  prior to  receipt  of such
information  from Buyer;  (b) is disclosed to Seller by a third party having the
legal  right  to  disclose  such  information  and  who  owes no  obligation  of
confidence to the Buyer; (c) is now, or later becomes part of the general public
or industry  knowledge,  other than as a result of a breach of this Agreement by
Seller;  or (d) Seller can  demonstrate  was  independently  developed by Seller
without the use of any Buyer Confidential Information. The standard of proof for
the  determination  the existence of the breach of any obligations  contained in
this   Section  9.4  shall  be  "clear  and   convincing   evidence,"   and  not
"preponderance of the evidence."

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<PAGE>

         (b)  Confidential  Information  Related to Purchased  Assets.  From and
after the  Closing,  Seller will not retain,  use or disclose  any  Confidential
Information  included in the Purchased Assets and Seller shall take such actions
and precautions as are necessary,  including those requested by Buyer (which may
include seeking injunctive relief), to ensure that such Confidential Information
is not  retained,  used  or  disclosed  by  Seller's  employees,  affiliates  or
stockholders.

         (c) Confidential Information Related to Licensed Assets. From and after
the  Closing,  Seller will  maintain  the  confidentiality  of any  Confidential
Information included in or relating to the Licensed Assets and Seller shall take
such  actions  and  precautions  as it takes  to  protect  its own  Confidential
Information,  including  but not limited to the use of customary  non-disclosure
agreements,  to ensure that such  Confidential  Information  is not disclosed by
Seller's employees, affiliates or stockholders.

         9.5  Mail  and  Communications.  Following  the  Closing,  Seller  will
promptly  deliver  to Buyer  the  original  of any  mail or other  communication
received  by  Seller  pertaining  to the CPE  Business,  a copy of which  may be
retained by Seller if such communication pertains to any Licensed Assets.

         9.6  Cooperation  in  Litigation.  Subject to the rights  contained  in
Article 13 hereof, in the event of any litigation  against Buyer that relates to
the CPE  Business,  Seller  agrees  to  cooperate  in  Buyer's  defense  of such
litigation  as required by law or as  otherwise  reasonably  requested by Buyer,
including making Seller's retained employees  reasonably available to the extent
that doing so would not unduly interfere with Seller's business.  Subject to the
rights  contained  in Article 13 hereof,  Buyer shall  reimburse  Seller for all
costs and expenses incurred in connection with this Section 9.6.

         9.7 Covenant Not to Compete.  For a period of three (3) years after the
Closing Date,  neither  Seller nor its  majority-controlled  subsidiaries  shall
engage,  participate in or finance,  directly or indirectly,  as owner, partner,
agent,  joint  venturer,   consultant,   licensor,  or  in  any  other  capacity
whatsoever, carry on, through a corporation,  partnership, other business entity
or  arrangement  or  any  other  medium,   in  the  development,   distribution,
manufacture, marketing, licensing or selling of customer premises voice-mail and
unified messaging products systems that are not intended to solely  interoperate
with a central  office  and are either  stand-alone  and/or  interoperable  with
customer  premises  equipment  (e.g.,  key  systems,  hybrid  systems,   private
automatic branch exchanges  and/or  telephone  enabled  services) and/or used in
computer telephony integration  applications resident in customers' or potential
customers' premises anywhere in the world. Seller expressly acknowledges that it
could be  extremely  difficult to measure the damages that might result from any
breach of these covenants, and that any breach of these covenants will result in
irreparable  injury to the Buyer for which money  damages  could not  adequately
compensate.  If a breach or threatened  breach of these covenants  occurs,  then
Buyer shall be entitled, in addition to all other right and remedies that it may
have at law or in equity, to seek injunctions  enjoining and restraining  Seller
and all other persons involved therein from any actual or threatened  breach. If
Buyer must resort to arbitration or litigation to enforce any of these covenants
that has a fixed  term,  then such term shall be  extended  for a period of

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<PAGE>

time equal to the period during which a breach of such  covenant was  occurring,
beginning on the date of a final court order  (without  further right of appeal)
holding that such a breach  occurred or, if later,  the last day of the original
fixed term of such  covenant.  The parties  hereto  agree that the  duration and
geographic scope of the non-competition  provision set forth in this Section 9.7
are reasonable.  In the event that any court determines that the duration or the
geographic  scope, or both, are  unreasonable and that such provision is to that
extent  unenforceable,  the parties hereto agree that the provision shall remain
in full force and effect for the greatest  time period and in the greatest  area
that  could  not  render  it   unenforceable.   The  parties  intend  that  this
non-competition  provision shall be deemed to be a series of separate covenants,
one for each and every  political  subdivision  of each and every country in the
world.  Notwithstanding  anything  to the  contrary  herein,  in the event Buyer
requests  permission of Seller to pursue a business  opportunity in writing that
it believes may breach its  obligations  set forth in this  Section 9.7,  Seller
shall  promptly,  and in any event within  three (3) business  days of receiving
such  request,  grant  or deny in  writing  such  permission  in its  reasonable
discretion.  If such  request is granted,  no Buyer  action  taken to pursue the
business  opportunity  described in the written  request shall be deemed to be a
breach any of its obligations set forth in this Section 9.7.

         9.8 Covenant Not to Solicit. Except as provided by law, for a period of
two (2) years after the Closing Date, Seller shall not solicit any then-employee
of Buyer  (including  any New Hire) to terminate  his  employment  with Buyer to
become an  employee  of Seller  (other  than  through  general  solicitation  or
advertising).  Notwithstanding anything to the contrary contained herein, in the
event  Seller  hires such a  then-employee  within the two year period after the
Closing Date,  Seller shall pay to Buyer an amount equal to twenty percent (20%)
of the then-employee's aggregate salary received during the last 12 month period
of employment with Buyer.

         9.9 Nonsolicitation of Acquisition Proposals.

                  (a)  From  and  after  the date of this  Agreement  until  the
termination  of this  Agreement or the Closing,  Seller shall not, and shall use
its best  efforts  to see that its  directors  do not,  and shall not permit its
officers, employees, representatives,  investment bankers, agents and affiliates
to,  directly or indirectly,  (i) solicit,  initiate or engage in discussions or
negotiations with any person,  encourage submission of any inquiries,  proposals
or offers by, or take any other action  intended or designed to  facilitate  the
efforts of any person, other than Buyer,  relating to the acquisition of the CPE
Business,  the  Acquired  Technology  or the  Purchased  Assets (or any material
portion thereof) (with any such efforts by any such person or persons, including
a firm proposal to make such an acquisition to be referred to as an "Acquisition
Proposal"),  (ii) provide  non-public  information  with  respect to Seller,  or
afford any access to the properties,  books or records of Seller,  to any person
other than  Buyer,  relating  to a possible  Acquisition  Proposal by any person
other than Buyer (other than to generally disclose or describe the provisions of
this Section 9.4),  (iii) make or authorize  any  statement,  recommendation  or
solicitation  in support of any  possible  Acquisition  Proposal  by any person,
other than by Buyer,  (iv) enter into an agreement  with any person,  other than
Buyer,  providing  for an  Acquisition  Proposal  or (v) accept any  Acquisition
Proposal.   Seller,  its  directors,   officers,   employees,   representatives,
investment bankers,  agents and affiliates,  shall immediately cease any and all

                                       27
<PAGE>

existing  activities,  discussions or  negotiations  with any parties  conducted
heretofore with respect to any of the foregoing.

                  (b) Seller shall be responsible for any breach of this Section
by any of its  subsidiaries or affiliated  entities and its and their directors,
officers, employees, representatives, investment bankers, agents and affiliates.

                  (c) Seller expressly  acknowledges  that it could be extremely
difficult  to  measure  the  damages  that might  result  from any breach of the
covenants  contained in this Section 9.9, and that any breach of these covenants
will result in irreparable injury to the Buyer for which money damages could not
adequately  compensate.  If a breach or  threatened  breach  of these  covenants
occurs,  then  Buyer  shall be  entitled,  in  addition  to all other  right and
remedies that it may have at law or in equity, to seek injunctions, mandatory or
otherwise,  enjoining  and  restraining  Seller and all other  persons  involved
therein from any actual or threatened breach.

         9.10  Development and Delivery of Versions  5.04c,  6.0d and 6.1b. From
and after the date of this  Agreement,  Seller agrees to use its best efforts to
develop  and  deliver  to Buyer  software  in market  ready  condition  with the
specifications  and  functionality  described  on Schedule  9.10 under  "Version
5.04c,"  "Version  6.0d" and "Version  6.1b" as soon as  practicable  but in any
event on or before September 30, 1998. To Seller's knowledge, such software will
be  capable of fully  performing  in  accordance  with such  specifications  and
functionality  at all  chronological  dates  after the Year  2000,  without  any
adverse change or effect,  and without the need to modify or alter such software
in any respect. To Seller's knowledge,  such software shall be U.L. approved and
complaint  with  F.C.C.  parts  15 and 68,  all  Canadian  Standard  Association
regulations,  and all other applicable regulations of the United States, Canada,
and any other country known by Seller into which Seller has sold Products  prior
to the Closing.

         9.11 Access to Certain  Hardware.  For a period ending six months after
the Closing, Seller agrees to use its commercially reasonable efforts to provide
Buyer with supplies of the hardware listed on Schedule 9.11 hereto to the extent
that Buyer is unable to obtain such hardware from third parties at  commercially
reasonable terms. Buyer shall provide forecasts of its expected  requirements at
least thirty (30) days prior to the scheduled delivery date.

         9.12 Bulk Sales. Buyer hereby agrees to waive the requirement,  if any,
that the Seller comply with any bulk transfer law which may be applicable to the
transactions contemplated by this Agreement.

         9.13 Survival of Covenants. Each of the covenants set forth in Sections
9.3 through 9.12, inclusive (other than Section 9.9), shall survive the Closing.
The  covenants  set forth in Section 9.4 above shall,  in addition,  survive the
termination of this Agreement for any reason.

10. EMPLOYEE MATTERS.

         10.1 Obligation to Offer Employment.

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<PAGE>

                  (a) Key  Employees.  Schedule  10.1 contains a current list of
the five employees of Seller who Buyer deems to be particularly important to the
CPE Business (the "Required  Employees")  and each other employee of Seller whom
Buyer desires to employ following the Closing Date (the "Key Employees").

                  (b) Offers of Employment;  Releases. Within ten (10) days from
the date hereof,  Buyer shall  contact  each  Employee at  reasonable  times and
places and shall make offers of employment  with Buyer for a position with Buyer
substantially similar to those such employee has with Seller on the date hereof.
Such offers of  employment  shall also contain  terms and  conditions  regarding
salary,  bonus and  material  employee  benefit  plans as favorable to each such
person as those such  Employee has with Seller on the date  hereof.  Buyer shall
also deem the  duration of each such  person's  employment  at Seller to be time
during which such  employee has been  employed at Buyer for purposes of employee
policies  and benefit  plans.  In each case such offers of  employment  shall be
contingent on consummation of the  transactions  contemplated by this Agreement.
Buyer shall not take any action that would reasonably give rise to a judgment of
constructive  termination  by the  Required  Employees  or Key  Employees.  Each
Required Employee or Key Employee from whom Buyer receives a written  acceptance
of an offer of  employment by Buyer (a "Written  Acceptance")  shall be hired by
Buyer  effective as of the next  business day  following the Closing Date and is
hereafter  referred to as a "New Hire".  Seller hereby consents to the hiring of
such New Hires by Buyer and waives,  with respect to the  employment by Buyer of
such New Hires,  any claims or rights  Seller may have against any such New Hire
under any non-competition,  confidentiality or employment agreement with respect
to the CPE Business,  and agrees to pay  compensation and benefits for New Hires
through the Closing  Date in  accordance  with its then  existing  policies  and
obligations.  Such offers of  employment as may be extended by Buyer to Required
Employees  and Key  Employees  who  are on a  workers'  compensation-related  or
disability  leave or a Family Medical Leave Act leave or other  statutory  leave
shall be  conditioned  upon  their  return  from such leave in  accordance  with
Seller's leave of absence policy.  Buyer agrees to use  commercially  reasonable
efforts to obtain the execution of a written  release by New Hire of Seller from
any liability related to such New Hire's employment with Seller.

                  (c)  Employee  Compensation.  Buyer  shall be  liable  for all
expenses, contracts, agreements, commitments, and other liabilities with respect
to (i) the  employment by Buyer or  termination of employment by Buyer or Seller
of any Employee, including the employment or termination of a New Hire after the
Closing Date; (ii) any claims of  discrimination  under local,  state or federal
law, or the termination by Seller of Employees who do not accept employment with
Buyer;  (iii)  any  other  claims or  obligations  arising  out of the terms and
conditions  of  employment  of any person by Buyer  whether for  salary,  wages,
bonuses,  profit  sharing,  commissions,  severance,  vacation  pay, sick pay or
otherwise;  (iv) any duties or obligations of Buyer or administrators  under any
existing or future employee  benefit plans or  arrangements  maintained by Buyer
with  respect to its  employees;  or (v) any  present or future  obligations  or
liabilities of Buyer to prior, existing or future employees of Buyer.

         10.2 Employment Taxes.  Seller shall be responsible for any withholding
or employment Taxes with respect to any Employees which accrue or become payable
during the

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<PAGE>

period of such Employee's employment or service with Seller or any subsidiary of
Seller.  Buyer  shall  be  responsible  for any  taxes  which  arise  out of the
termination of an Employee's  employment with Seller or any subsidiary of Seller
and for  filing  all  United  States  and  non-U.S.  federal,  state  and  local
employment  tax returns  with respect to  Employees  attributable  to periods of
employment or service with Seller or any affiliate of Seller.

         10.3  Termination  of  Employment.  Seller  agrees to  comply  with the
provisions of any United States, or other applicable non-U.S.  federal, state or
local statute or regulation regarding  termination of employment,  plant closing
or layoffs and to perform all obligations required by Seller with respect to the
cessation of any  operations  of the CPE Business or  reductions in workforce or
the  termination,  re-assignment,  re-location  or  change  in  position  of any
Employee  related thereto prior to, on or after the Closing Date, as a result of
such  Employee  not  being  offered  employment  by  Buyer  in  relation  to the
transactions contemplated herein or otherwise.

         10.4 COBRA and Insurance  Coverage.  Buyer shall be responsible for any
COBRA coverage  continuation  notices or similar  employee  benefit type notices
required to be provided with respect to any Employees under applicable laws.

         10.5 No Rights Conferred Upon Employees.  Nothing in this Article 10 or
any other provision of this Agreement shall confer any rights or remedies on any
employee (including without limitation any Employee or New Hire) and no employee
(including  without  limitation any Employee or New Hire) shall be a third party
beneficiary  with respect to any covenant,  representation  or agreement in this
Agreement.

         10.6  Survivability.  Each of the agreements and covenants set forth in
this Article 10 shall survive the Closing.

11. CONDITIONS TO CLOSING.

         11.1 Good Faith Efforts to Obtain  Satisfaction of Conditions.  Subject
to the other provisions hereof, Seller and Buyer covenant and agree to use their
diligent  good  faith  efforts  (so long as such  efforts  are not  commercially
unreasonable)  to obtain the  satisfaction  of the conditions  specified in this
Agreement,  including  obtaining  any  required  third  party  consents  to  the
assignment  of  Acquired  Contracts  and  Required  Contracts.   Notwithstanding
anything herein to the contrary,  it is the intention of the parties hereto that
the  Closing  not  occur at any time  during  the last two  weeks of any  fiscal
quarter of Seller.

         11.2  Conditions  to  Buyer's  Obligations.  The  obligations  of Buyer
hereunder  shall be subject to the  satisfaction  and fulfillment of each of the
following  conditions,  except that Buyer may expressly  waive any or all of the
conditions in writing:

                  (a) No  Material  Adverse  Change.  There  shall  have been no
material  adverse effect in or with respect to the CPE Business taken as a whole
and Buyer and Sub will have received a certificate  to such effect,  dated as of
the Closing  Date,  executed  by a duly  authorized  officer of Seller.  For all
purposes of this Agreement,  impairments to the value of the CPE

                                       30
<PAGE>

Business or the Business  Assets  resulting from (i) general changes in economic
conditions,  (ii) conduct of the Buyer or (iii)  announcement or pendency of the
transactions  contemplated by this Agreement or statements,  shall not be deemed
to constitute a material adverse effect.

                  (b)  Compliance.  As of the Closing  Date,  Seller  shall have
complied in all material  respects with, and shall have fully performed,  in all
material respects,  all conditions,  covenants and obligations of this Agreement
imposed on Seller and required to be performed or complied with by Seller at, or
prior to, the Closing  Date except  where such  failure will not have a material
adverse effect on the CPE Business taken as a whole.

                  (c) Closing Deliveries. Seller shall have delivered, and Buyer
shall have received, the deliveries described in Sections 12.3 and 12.4 hereof.

                  (d) Consent  and  Releases.  Seller  shall have  received  all
consents and releases from third parties  required  under the Required  Consents
listed on Schedule 2.5 or shall have made alternative arrangements acceptable to
Buyer, which shall not unreasonably withhold its acceptance.

                  (e) HSR. Any applicable waiting periods under HSR with respect
to the transactions  contemplated by this Agreement shall have expired.  Neither
the  U.S.  Federal  Trade  Commission  nor the  Antitrust  Division  of the U.S.
Department  of Justice shall have (i) required any party to divest itself of any
assets in order to consummate  such  transactions,  or (ii) taken any actions to
prohibit the consummation of such transaction.

                  (f) No Litigation. There shall not be an injunction, judgment,
order,  decree or ruling in effect  preventing  consummation of the transactions
contemplated by this Agreement.

                  (g) Acceptance of Offers. Provided that the Buyer has complied
in all material  respects with its  obligations  under Section  10.1(b)  hereto,
Buyer shall have received  written  acceptances of offers of employment by Buyer
as provided in Section 10.1(b) from (i) the first two (2) individuals  listed on
Schedule 10.1, (ii) at least one (1) other Required  Employee and (iii) at least
sixty-five  percent  (65%) of the Key  Employees  to whom Buyer has  extended an
offer of employment pursuant to Section 10.1(b) hereto.

         11.3  Conditions to Seller's  Obligations.  The  obligations  of Seller
hereunder  shall be subject to the  satisfaction  and fulfillment of each of the
following  conditions,  except that Seller may expressly waive any or all of the
conditions in writing:

                  (a)  Compliance.  As of the  Closing  Date,  Buyer  shall have
complied in all material  respects  with,  and shall have fully  performed,  the
terms, conditions,  covenants and obligations of this Agreement imposed on Buyer
to be performed or complied with by Buyer at, or prior to, the Closing Date.

                  (b) Closing Deliveries. Buyer shall have delivered, and Seller
and shall have  received,  the  deliveries  described in Sections  12.3 and 12.4
hereof.

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<PAGE>

                  (c) HSR. Any applicable waiting periods under HSR with respect
to the transactions  contemplated by this Agreement shall have expired.  Neither
the  U.S.  Federal  Trade  Commission  nor the  Antitrust  Division  of the U.S.
Department  of Justice shall have (i) required any party to divest itself of any
assets in order to consummate  such  transactions,  or (ii) taken any actions to
prohibit the consummation of such transaction.

                  (d) No Litigation. There shall not be an injunction, judgment,
order, decree, or ruling in effect preventing or delaying consummation of any of
the transactions contemplated by this Agreement.

                  (e)  Consent  and  Releases.  Buyer  shall have  received  all
consents and releases from third  parties  required to be obtained to consummate
the transactions contemplated hereby or shall have made alternative arrangements
acceptable to Seller, which shall not unreasonably withhold its acceptance.

12. CLOSING OBLIGATIONS.

         12.1 Buyer  Closing  Documents.  At the Closing,  Mitel Corp. or Mitel,
Inc.,  as  appropriate,  shall  cause to be  delivered  to Seller the  following
documents (the "Buyer Closing Documents") signed by an authorized officer of the
applicable entity:

                  (a)  Assumption  Agreements.   The  Assumption  Agreements  in
substantially  the form attached hereto as Exhibit A and Exhibit B, respectively
(the "Assumption Agreements");

                  (b)  Officer's   Certificate.   A  certificate  signed  by  an
authorized  executive  officer of each of Mitel Corp.  and Mitel,  Inc.,  to the
effect  that the  representations  and  warranties  of such  entity made in this
Agreement  are true and correct as of the Closing Date , in each case except for
changes contemplated by this Agreement and except for those  representations and
warranties   which  address   matters  only  as  of  a  particular  date  (which
representations shall have been true and correct as of such particular date) and
that such  entity  has  fully  performed  in all  material  respects  all of its
pre-closing commitments hereunder;

                  (c) Board Resolutions.  A certified copy of the resolutions of
the board of directors of each of Mitel Corp. and Mitel,  Inc.  authorizing  the
execution  and  delivery  by such  entity  of this  Agreement,  and all  related
agreements,  and the  consummation of the transactions  contemplated  hereby and
thereby;

                  (d)   Sublease   Agreements.   The  sublease   agreements   in
substantially the form attached hereto as Exhibit C (the "Sublease Agreement").

         12.2 Other Buyer Closing Deliveries. At the Closing, in addition to the
Buyer Closing  Documents,  Mitel Corp.,  Mitel,  Inc. or Buyer,  as appropriate,
shall cause to be delivered to Seller the following:

                  (a) Cash. The Closing Cash Payment;

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<PAGE>

                  (b) Good Standing Certificates. Good standing certificates for
Mitel  Corp.,  Mitel,  Inc.  and Buyer from their  respective  jurisdictions  of
incorporation;

                  (c)  Cohabitation   Agreement.   The  Cohabitation   Agreement
substantially  in the form  attached  as  Exhibit  D hereto  (the  "Cohabitation
Agreement");

                  (d) Amendment to Distribution Agreement. The Amendment to that
certain  Mitel  Corporation  Distribution  Agreement,  effective  April 1, 1995,
substantially  in the form  attached  as  Exhibit  E hereto  (the  "Distribution
Agreement Amendment"); and

                  (e) Legal Opinion.  A written  opinions of Fenwick & West, Des
Burne,  inside  counsel of Mitel Corp.,  and Ed  Silberhorn,  inside  counsel to
Mitel, Inc., addressed to Seller and dated the Closing Date in substantially the
form attached as Exhibit F, Exhibit G and Exhibit H, respectively, hereto.

         12.3 Seller Closing Documents. At the Closing, Seller shall cause to be
delivered to Mitel Corp. or Mitel, Inc., as appropriate, the following documents
(the "Seller Closing  Documents")  signed by an authorized  officer of Seller on
behalf of Seller:

                  (a) Assignment  Agreements.  Assignment Agreements in the form
of Exhibit I and Exhibit J attached hereto;

                  (b) Assumption Agreements. The Assumption Agreements;

                  (c)  Officer's   Certificate.   A  certificate  signed  by  an
authorized  executive officer of Seller, to the effect that the  representatives
and  warranties of Seller made in this  Agreement are true and correct as of the
Closing  Date  except as would not cause a  material  adverse  effect on the CPE
Business taken as a whole in each case except for changes  contemplated  by this
Agreement  and except for those  representations  and  warranties  which address
matters only as of a particular date (which representations shall have been true
and  correct  except  as would not cause a  material  adverse  effect on the CPE
Business taken as a whole as of such particular  date) and that Seller has fully
performed in all material respects all of its pre-closing commitments hereunder;

                  (d) Board Resolutions.  A certified copy of the resolutions of
the board of  directors  of Seller  authorizing  the  execution  and delivery by
Seller of this Agreement,  and all related  agreements,  and the consummation of
the transactions contemplated hereby and thereby;

                  (e) Sublease Agreements. The Sublease Agreements.

                  (f) Cohabitation Agreement. The Cohabitation Agreement.

                  (g)  Distribution   Agreement   Amendment.   The  Distribution
Agreement Amendment.

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<PAGE>

         12.4 Other Seller Closing  Deliveries.  At the Closing,  in addition to
the Seller Closing  Documents,  Seller shall deliver or cause to be delivered to
Mitel Corp., Mitel, Inc.. or Buyer, as appropriate, the following:

                  (a) Purchased Assets. The Purchased Assets;

                  (b) Accounts  Receivable and Inventory.  A certificate setting
forth (i) the  Accounts  Receivable  outstanding  at the Closing  Date that,  as
mutually agreed upon by Buyer and Seller,  includes no Accounts  Receivable that
have  payment or any other  terms that were  agreed to between  the date of this
Agreement  and the  Closing  Date and that are  outside  the  terms  customarily
extended by the Seller prior to the date of this Agreement identifying the name,
address,  phone  number and contact  person of the  customer,  the amount of the
outstanding  balance and the date since the amount has been outstanding and (ii)
a list of the number of each class of  Inventory,  the location  thereof and the
book  value  thereof.  The  particular  units  of such  classes  of  product  or
components set forth in such certificate and which shall constitute  "Inventory"
shall be  selected  in good  faith by Seller  and Buyer.  The  Inventory  in the
certificate  described in the  preceding  sentence  will be prepared in a manner
consistent with Seller's past practice, in accordance with Seller's business and
accounting records, and in accordance with GAAP.

                  (c) Good Standing Certificates. Good standing certificates for
Seller from the  Secretaries  of State and taxing  authorities  of the States of
Delaware and California;

                  (d) Consents. All Required Consents; and

                  (e) Legal  Opinion.  A  written  opinions  of  Wilson  Sonsini
Goodrich & Rosati,  Fish &  Richardson  and Flehr,  Hohbach,  Test,  Albritton &
Herbert  addressed to Buyer and dated the Closing Date in substantially the form
attached as Exhibit K, Exhibit L and Exhibit M, respectively, hereto.

13. SURVIVAL OF WARRANTIES AND INDEMNIFICATION.

         13.1 Survival of Representations  and Warranties.  All  representations
and warranties made by Seller herein, or in any certificate, schedule or exhibit
delivered  pursuant  hereto other than those set forth in Sections 7.1, 7.2, 7.3
or  7.5  hereof,  shall  terminate  at  the  Closing.  All  representations  and
warranties  made by Seller pursuant to Section 7.1, 7.2, 7.3 or 7.5 hereof shall
survive  the  Closing  for a period  of 180  days (at  which  point  they  shall
terminate).  All  representations and warranties made by Buyer herein, or in any
certificate,  schedule or exhibit  delivered  pursuant  hereto shall survive the
Closing for a period of three years.

         13.2  Indemnified  Losses.  For the purpose of this  Agreement,  "Loss"
shall mean and include any and all  liability,  loss,  damage,  claim,  expense,
cost, fine, fee or penalty including,  without limitation,  those resulting from
any and all actions, suits, proceedings, demands, assessments,  judgments, award
or  arbitration,  together  with  reasonable  costs and expenses  including  the
reasonable attorneys' fees and other legal costs and expenses relating thereto.

                                       34
<PAGE>

         13.3   Indemnification  by  Seller.   Subject  to  the  provisions  and
limitations set forth in this Section 13, Seller agrees to defend, indemnify and
hold harmless Buyer, any parent or subsidiary of Buyer and any director, officer
or employee of Buyer or of any parent or subsidiary of Buyer  (collectively  the
"Buyer  Indemnitees")  from and against any Loss which  arises out of or results
from:

                  (a) any breach of any covenant of Seller made herein or in the
Seller Closing Documents;

                  (b)  any  inaccuracy  or  untruth  of  any  representation  or
warranty of Seller made in Sections 7.1, 7.2, 7.3 or 7.5 hereof or in the Seller
Closing Documents;

                  (c) the Non-Assumed Liabilities;

                  (d)  any  demand,  claim,  debt,  suit,  cause  of  action  or
proceeding made or asserted by a stockholder,  creditor, receiver, or trustee in
bankruptcy  of Seller  asserting  that the transfer of the  Purchased  Assets to
Buyer hereunder constitutes a bulk sale, bulk transfer,  fraudulent  conveyance,
fraudulent  transfer,  or constitutes a preference under any applicable state or
federal law, including but not limited to the United States Bankruptcy Code;

provided,  however,  that  nothing in this Section 13 shall impose on Seller any
duty to indemnify  Buyer  Indemnitees for any Loss arising or resulting from the
Assumed Obligations.

         13.4   Indemnification   by  Buyer.   Subject  to  the  provisions  and
limitations set forth in this Section 13, Buyer agrees to defend,  indemnify and
hold  harmless  Seller,  any parent or  subsidiary  of Seller and any  director,
officer or employee  of Seller or of any  parent,  subsidiary  or  affiliate  of
Seller (collectively,  the "Seller Indemnitees") from and against and in respect
of any Loss which arises out of or results from:

                  (a) any breach by Buyer of any covenant  made herein or in any
Buyer Closing Documents;

                  (b)  any  inaccuracy  or  untruth  of  any  representation  or
warranty of Buyer made herein or in the Buyer Closing Documents;

                  (c) the Assumed Obligations; or

                  (d) Buyer's distribution,  after the Closing, of the Products,
except to the extent the Loss arises out of Section 13.3 hereto;

provided however, that nothing in this Section 13 shall impose on Buyer any duty
to indemnify  Seller  Indemnities  for any Loss  arising or  resulting  from the
Non-Assumed Liabilities.

         13.5 Procedures for Indemnification.  If any action, suit or proceeding
shall be commenced by a third party against,  or any claim or demand be asserted
against,  Seller or Buyer,  as the case may be, in  respect  of which  Seller or
Buyer is entitled to demand  indemnification

                                       35
<PAGE>

under Section 13 of this  Agreement,  then,  the party  seeking  indemnification
("Indemnitee")  shall promptly notify the other party  ("Indemnitor") in writing
to that effect and with reasonable particularity.  The failure of the Indemnitee
to notify the Indemnitor  within a reasonable  time of the  commencement of such
action or such claim or demand shall relieve the  Indemnitor of its  obligations
pursuant to this Section 13 only to the extent that such failure is  prejudicial
to the Indemnitor's  ability to favorably settle or defend such action, claim or
demand. The Indemnitor shall have, subject to the following sentence,  the right
to assume the control of the defense,  compromise  or settlement of such action,
suit,  proceeding or claim,  including the selection of counsel,  subject to the
right of the Indemnitee to  participate  (at its own expense and with counsel of
its choice) in the defense,  compromise  or  settlement  of such  action,  suit,
proceeding,  claim or demand,  and in connection  therewith the Indemnitee shall
cooperate  fully in all  respects  with  the  Indemnitor  in any  such  defense,
compromise or settlement.  The Indemnitor will not compromise or settle any such
action, suit, proceeding,  claim or demand (or concede any matter related to the
determination of whether a loss arises or relates to an Assumed  Obligation or a
Non-Assumed  Liability)  without the prior  written  consent of the  Indemnitee,
which consent will not be unreasonably withheld or delayed;  provided,  however,
that for any dispute for which  uncertainty  exists as to whether a Loss will be
an Assumed  Obligation or a Non-Assumed  Liability  (other than disputes between
Buyer and  Seller),  Indemnitee  shall  have the  right to  approve  of  Buyer's
counsel,  which  approval  shall not  unreasonably  be withheld.  So long as the
Indemnitor is defending, in good faith any such action, suit, proceeding,  claim
or demand asserted by a third party against the Indemnitee, the Indemnitee shall
not settle or  compromise  such action,  suit,  proceeding,  claim or demand (or
concede  any matter  related to the  determination  of whether a loss  arises or
relates to an Assumed  Obligation or a Non-Assumed  Liability) without the prior
written  consent  of the  Indemnitor,  which  consent  will not be  unreasonably
withheld or delayed.  The  Indemnitee  shall make available to the Indemnitor or
its  agents all  records  and other  materials  in the  Indemnitee's  possession
reasonably  required for contesting any such third party claim or demand. If the
Indemnitor  shall (a) fail to promptly  and  adequately  defend any such action,
suit,  proceeding,  claim or  demand,  or (b) if there is an  inherent  conflict
between the legal or factual  positions of Indemnitor and  Indemnitee,  then the
Indemnitee may defend,  through counsel of its own choosing (at Indemnitee's own
expense),  such  action,  suit,  proceeding,  claim or demand and in the case of
clause (a) of this sentence (so long as Indemnitee gives the Indemnitor at least
ten (10)  days'  notice  of the terms of the  proposed  settlement  thereof  and
permits the  Indemnitor  to then  undertake  the defense  thereof if  Indemnitor
reasonably  objects to the proposed  settlement)  to settle such  action,  suit,
proceeding,  claim or demand and to recover  from the  Indemnitor  the amount of
such Losses.  Notwithstanding  anything to the contrary herein,  for any dispute
for which uncertainty  exists as to whether a Loss will be an Assumed Obligation
or a Non-Assumed Liability (other than disputes between Buyer and Seller), Buyer
shall pay for fifty percent  (50%) of Seller's  reasonable  attorney's  fees and
other legal costs and expenses.

         13.6 Period for Making Claims. A claim for  indemnification  under this
Section 13:

                  (a) must be  brought,  if at all,  at any time  within six (6)
months  after  the  Closing  Date,  with  respect  to any  claim or  claims  for
indemnification under Section 13.3(b); and

                                       36
<PAGE>

                  (b) may be brought at any time within any  applicable  statute
of limitations with respect to any claim or claims for indemnification under the
provisions of this Section 13 other than Sections 13.3(b).

         13.7  Exclusion.  The  limitations  set forth in Section 13.6 shall not
apply to any claim for indemnification based on this Section 13 which arises out
of or results from the fraud or willful misconduct of Buyer or Seller.

14. TERMINATION.

         14.1 Mutual  Agreement.  This Agreement may be terminated by the mutual
written  agreement  of the parties  hereto.  In such event,  Buyer shall have no
further  obligation  or  liability  to Seller and  Seller  shall have no further
obligation or liability to Seller.

         14.2 Termination by Reason of Breach.  This Agreement may be terminated
by any party if any time  prior to the  Closing  there  shall  occur a  material
breach of any of the representations, warranties or covenants of the other party
or the  failure  by the other  party to  perform  any  condition  or  obligation
hereunder of such severity as would excuse the non-breaching  party's obligation
to close under  Section 11, and such  breach or failure is not  remedied  within
fifteen  (15) days after  delivery of written  notice  thereof to the  breaching
party.

         14.3 Closing Date. Unless otherwise  specifically  agreed to in writing
by the parties  hereto,  this  Agreement  may be  terminated by either Seller or
Buyer,  if the  Closing  shall  not have  occurred  prior to  August  12,  1998;
provided, however, that the right to terminate this Agreement under this Section
14.3 shall not be available to any party whose failure to fulfill any obligation
under this  Agreement  shall have been the cause of, or shall have  resulted in,
the failure of the Closing to occur prior to such date.

         14.4  Illegality.  This Agreement may be terminated by any party hereto
if a governmental  entity of competent  jurisdiction shall have issued an order,
decree or ruling or taken any other  action,  in any case  having  the effect of
permanently  restraining,  enjoining or otherwise  prohibiting the  transactions
contemplated hereby,  which order,  decree,  ruling or other action is final and
nonappealable.

15. ARBITRATION.

         15.1  Arbitration.  Except for the  parties  rights to seek  injunctive
relief under Sections 8.5, 9.7 and 9.9 any dispute  hereunder  ("Dispute") shall
be settled by means of the  procedures  set forth in this Section 15. Each party
shall give notice to the other party of any Dispute.  Promptly  upon delivery of
such notice,  a designated  senior  officer for each of Buyer and Seller  (which
representative  may be changed by a party by means of a notice  delivered to the
other  party)  shall meet and  attempt in good faith to resolve the Dispute on a
mutually  satisfactory  basis. If such parties are unable to resolve the Dispute
within 60 days after delivery of the notice of a Dispute, then the Dispute shall
be  settled  by  arbitration  in San  Jose,  California,  and,  except as herein
specifically stated, in accordance with the commercial  arbitration rules of the
American Arbitration  Association ("AAA Rules") then in effect.  However, in all
events,  these  arbitration

                                       37
<PAGE>

provisions shall govern over any conflicting rules which may now or hereafter be
contained  in the AAA  Rules.  Any  judgment  upon  the  award  rendered  by the
arbitrator  may be entered in any court  having  jurisdiction  over the  subject
matter thereof.  The arbitrator  shall have the authority to grant any equitable
and legal remedies that could be available in any judicial proceeding instituted
to  resolve a Dispute.  The  parties  shall use their best  efforts to select an
arbitrator within 30 days and to resolve the Dispute within 60 days.

         15.2 Compensation of Arbitrator. Any such arbitration will be conducted
before a single  arbitrator who will be compensated for his or her services at a
rate to be determined by the parties or by the American Arbitration Association,
but based upon reasonable hourly or daily consulting rates for the arbitrator in
the  event  the  parties  are  not  able  to  agree  upon  his  or her  rate  of
compensation.

         15.3  Selection  of  Arbitrator.  In the  absence of  agreement  by the
parties, the American Arbitration  Association will have the authority to select
an arbitrator from a list of arbitrators who are lawyers  familiar with contract
law; provided, however, that such lawyers cannot work for a firm then performing
services for any party hereto.

                  (a)  Payment  of Costs.  Seller  and Buyer will each pay fifty
percent (50%) of the initial  compensation  to be paid to the  arbitrator in any
such  arbitration  and fifty percent (50%) of the costs of transcripts and other
normal and regular expenses of the arbitration proceedings;  provided,  however,
that the  prevailing  party in any  arbitration  will be entitled to an award of
attorneys'  fees and  costs,  and all  costs  of  arbitration,  including  those
provided for above, will be paid by the losing party, and the arbitrator will be
authorized to make such determinations.

                  (b) Burden of Proof. For any Dispute submitted to arbitration,
the  burden of proof  will be as it would be if the claim  were  litigated  in a
judicial proceeding.

                  (c) Award. Upon the conclusion of any arbitration  proceedings
hereunder,  the arbitrator  will render  findings of fact and conclusions of law
and a written  opinion  setting  forth the basis and  reasons  for any  decision
reached and will deliver such  documents to each party to this  Agreement  along
with a signed copy of the award.

                  (d) Terms of Arbitration.  The arbitrator chosen in accordance
with  these  provisions  will not have the  power to alter,  amend or  otherwise
affect  the terms of these  arbitration  provisions  or the  provisions  of this
Agreement.

                  (e)  Exclusive  Remedy.   Except  as  specifically   otherwise
provided in this Agreement, arbitration will be the sole and exclusive remedy of
the parties for any Dispute arising out of this Agreement.

16. MISCELLANEOUS.

         16.1 Announcements;  Publicity. As soon as possible after the Effective
Date, Seller and Buyer shall issue a joint press release acceptable to both with
respect to the  transactions

                                       38
<PAGE>

contemplated by this Agreement.  Without the prior written consent of the other,
which consent shall not be unreasonably withheld,  prior to the Closing, neither
Seller  nor  Buyer  shall  make any  other  public  announcement  regarding  the
transactions;  and with respect to any  announcement  that any of the parties is
required by the Securities Act or regulations thereunder, the Ontario Securities
Act, the Toronto Stock Exchange,  the Nasdaq Stock Market, or the New York Stock
Exchange  to  issue,  such  party  shall,  to  the  extent  possible  under  the
circumstances,  review the  necessity  for and the timing  and  content  of, the
announcement with the other party before issuing the announcement.

         16.2 Expenses.  Whether or not the  transactions  contemplated  by this
Agreement  are  consummated,  each of the  parties  hereto  shall  bear  its own
expenses  (including without limitation  attorneys' fees) in connection with the
negotiation and consummation of the transaction contemplated hereby.

         16.3 Notices.  Any notice  required or permitted to be given under this
Agreement  shall be deemed given if in writing and personally  delivered or sent
by certified or  registered  United  States mail,  postage  prepaid,  or sent by
nationally  recognized overnight express courier, fees prepaid, and addressed as
follows:

                  (a)      If to Seller:

                           Centigram Communications Corporation
                           91 East Tasman Drive
                           San Jose, CA 95134
                           Attention:  President
                           Telephone:       (408) 944-0250
                           Facsimile:       (408) 428-3511

                           With a copy to:

                           Wilson, Sonsini, Goodrich & Rosati
                           650 Page Mill Road
                           Palo Alto, CA 94306
                           Attention:       Steve Bochner
                           Telephone:       (650) 493-9300
                           Facsimile:       (650) 493-6811

                  (b)      If to Buyer, to each of:

                           Mitel, Inc.

                           205 Van Buren Street, Suite 400
                           Herndon, VA 20170
                           Attention: Law Department
                           Telephone: 703-318-7020
                           Facsimile: 703-904-0569

                                       39
<PAGE>

                           Mitel Corp. 350 Legget Drive
                           P.O. Box 13089
                           Kanata, Ontario, Canada K2K 1X3
                           Attention: Law Department
                           Telephone: (613) 592-2122
                           Facsimile: (613) 591-2301

                           With a copy to:

                           Fenwick & West LLP
                           Two Palo Alto Square
                           Palo Alto, CA  94306
                           Attention: Kevin Kelso
                           Telephone: (650) 494-0600
                           Facsimile: (650) 857-0361

         16.4 Entire  Agreement;  Captions.  This  Agreement,  the  Exhibits and
Schedules hereto (which are incorporated herein by reference) and the agreements
to be executed and delivered in connection herewith on the date hereof or on the
Closing Date, together constitute the entire agreement and understanding between
the parties and there are no other agreements or commitments with respect to the
transactions  contemplated  herein.  This  Agreement  supersedes any term sheet,
prior offer,  agreement or understanding between the parties with respect to the
transactions  contemplated  hereby.  The  captions  in  this  Agreement  are for
convenience  only  and  shall  not  be  considered  a  part  of  or  affect  the
construction or interpretation of any provision of this Agreement.

         16.5 Amendment;  Waiver. Any term or provision of this Agreement may be
amended only by a writing signed by Seller and Buyer. The observance of any term
or  provision  of  this  Agreement  may  be  waived  (either  generally  or in a
particular instance and either retroactively or prospectively) only by a writing
signed  by the  party to be bound by such  waiver.  No  waiver by a party of any
breach of this  Agreement  will be deemed  to  constitute  a waiver of any other
breach or any succeeding breach.

         16.6  Transfer of Control.  In the event that a party  hereto shall (a)
sell all or  substantially  all of its assets or (b) shall merge or  consolidate
with  any  corporation  and  shall  not be the  surviving  corporation  in  such
transaction,  then,  in the event of clause (a)  hereto,  the  purchase  of such
assets, and in the event of clause (b) hereto, the surviving corporation in such
transaction shall assume the obligations of such party pursuant to Sections 2.6,
8, 9 and 13 hereto.

         16.7 Assignment;  Joint and Several Buyer Liability. This Agreement may
not be assigned by any party hereto  without the prior  written  consent of each
other party;  except as set forth in Section 2.6 hereof and except that, subject
to the last sentence of this Section 16.7,  Buyer may assign in whole or in part
this Agreement (and/or all related agreements) to one or more parent, subsidiary
or affiliate entities, or Buyer or Seller may assign this Agreement by

                                       40
<PAGE>

operation of law or in connection with any merger,  consolidation or sale of all
or substantially all such entity's assets, and Seller may, prior to the Closing,
designate an entity  controlled by or under common control with Seller to be the
recipient of the  consideration  to be  delivered  to Seller  under  Section 3.1
hereof.  Notwithstanding  anything  herein  to the  contrary  or any  assignment
permitted under Section 2.1(iii),  Section 4.2, this Section 16.7, or otherwise,
each of Mitel,  Inc. and Mitel Corp.  shall be jointly and severally  liable for
all obligations of Buyer herein.

         16.8 Time of Essence.  Time is of the essence  with regard to all dates
and time periods set forth or referred to in this Agreement.

         16.9 Benefit and Burden.  This Agreement  shall be binding upon,  shall
inure to the benefit of, and be enforceable  by and against,  the parties hereto
and their respective successors and permitted assigns.

         16.10  Governing Law. This Agreement shall be governed by and construed
in  accordance  with the  internal  laws of the State of  California  (excluding
application of any choice of law doctrines that could make applicable the law of
any other state or jurisdiction) and, where appropriate, applicable federal law.

         16.11  Severability.  If any  provision  of this  Agreement  is for any
reason  and to any  extent  deemed to be  invalid  or  unenforceable,  then such
provision shall not be voided but rather shall be enforced to the maximum extent
then  permissible  under then applicable law and so as to reasonably  effect the
intent of the parties hereto, and the remainder of this Agreement will remain in
full force and effect.

         16.12  Attorneys'  Fees.  Should a suit or  arbitration  be  brought to
enforce or interpret any provision of this Agreement, the prevailing party shall
be entitled to recover  reasonable  attorneys' fees to be fixed in amount by the
court or the arbitrator(s)  (including  without  limitation costs,  expenses and
fees on any appeal).  The prevailing party will be entitled to recover its costs
of suit or  arbitration,  as  applicable,  regardless  of  whether  such suit or
arbitration proceeds to a final judgment or award.

         16.13  Construction.  The  parties  have  participated  jointly  in the
negotiation  and  drafting of this  Agreement.  In the event of an  ambiguity or
question of intent or interpretation  arises,  this Agreement shall be construed
as if drafted jointly by the parties and no presumption or burden of proof shall
arise  favoring of  disfavoring  any party by virtue of the authorship of any of
the  provisions of this  Agreement.  The word  "including"  shall mean including
without  limitation.  For purposes of this Agreement the term "knowledge"  means
with respect to a party hereto, with respect to any matter in question, that any
of the Chief  Executive  Officer,  Chief Financial  Officer,  General Counsel or
Controller of such party, has actual knowledge of such matter.

         16.14 Execution. For the convenience of the parties, this Agreement may
be executed in counterparts,  each of which shall be deemed an original but both
of  which  together

                                       41
<PAGE>

shall constitute one and the same instrument, and this Agreement may be executed
and delivered by facsimile.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       42
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement  by their  duly  authorized  representatives  as of the date first set
forth above.

SELLER:

CENTIGRAM COMMUNICATIONS CORPORATION


Signature: /s/ Robert L. Puette
           ------------------------

Name:          Robert L. Puette
      -----------------------------

Title:        President & CEO
      -----------------------------

BUYER:

MITEL, INC.

Signature: /s/ Jean-Jacques Carrier
           ------------------------

Name:          Jean-Jacques Carrier
      -----------------------------

Title:          Treasurer
      -----------------------------


MITEL CORPORATION


Signature: /s/ John B. Millard
           ------------------------

Name:          John B. Millard
      -----------------------------

Title:         President & CEO
      -----------------------------


          [SIGNATURE PAGE TO AGREEMENT FOR PURCHASE AND SALE OF ASSETS]

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