


<PAGE>
                                                              Reseller Agreement
                                                                     Page 1 of 8

             ------------------------------------------------------
 
                            1996 RESELLER AGREEMENT
 
                 SONY BUSINESS AND PROFESSIONAL PRODUCTS GROUP
                             SONY ELECTRONICS INC.
 
                      ARTICLE I PARTIES TO THIS AGREEMENT
 
This  Agreement is entered into  and is effective as of  the first day of April,
1996 ('Effective Date') by and between:
 
<TABLE>
<S>                                               <C>      <C>
Sony Business and Professional Products Group               All Communications Corporation
Sony Electronics Inc.                             and       DBA:
3 Paragon Drive                                             1450 Route 22 West
Montvale, New Jersey 07645-1735                             Suite 103
                                                            Mountainside, NJ 07092

(hereinafter referred to as the 'Division')                 (hereinafter referred to as the 'Reseller')
</TABLE>
 
                     ARTICLE II PREMISES OF THIS AGREEMENT
 
WHEREAS, the Division is engaged in the  sale and distribution (or, in the  case
of  software,  license)  throughout  the  United  States  of  various electronic
products, related accessories and software and, in addition to its own marketing
efforts, desires to secure the facilities of persons or firms capable of selling
such items on a non-exclusive  basis in the United  States subject to the  terms
and conditions of this Agreement; and
 
WHEREAS,  the  Reseller desires  and  is willing  to sell  (or,  in the  case of
software, license) such products, accessories  and software and represents  that
it is capable of providing the necessary facilities therefor.
 
NOW  THEREFORE, by reason of the foregoing  premises and in consideration of the
mutual covenants hereinafter set forth, the parties agree as follows.
 
                      ARTICLE III THE TERM AND DEFINITIONS
 
(a) Term: This Agreement shall commence as  of the Effective Date and expire  on
March 31, 1997 (the 'Term') unless earlier terminated in accordance with Section
11.0 of Article IV.
 
(b)  Products: The term 'Product(s)' refer(s) to those products, accessories and
software of the Division which the Reseller is authorized to purchase and resell
(or, in  the  case of  software,  license) pursuant  to  each Schedule  of  this
Agreement.
 
(c)  Schedules: Each Schedule of this  Agreement identifies those Products which
the Reseller is authorized to purchase and resell (or, in the case of  software,
license),  and contains terms and conditions  regarding those Products which may
be in addition to or different from  the General Terms and conditions set  forth
in Article IV. The Customers, the Territory and other requirements may vary from
Schedule  to Schedule. The following Schedules  are attached to and incorporated
in this Agreement:
 
                      VIDEOCONFERENCING SYSTEMS ROLLABOUT

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                                                              Reseller Agreement
                                                                     Page 2 of 8

(d) GENERAL DEFINITIONS:
 
The term 'Business Location' refers to the Reseller's address in Article I above
to  which all communications including bulletins  and notices hereunder are sent
and such other locations as provided in any incorporated Schedule.
 
The term 'Customer(s)' refer(s) to those  third parties to whom the Reseller  is
authorized  to resell Products pursuant to  the Customer definition set forth in
each Schedule.
 
The term  'Sale'  or 'Resale'  (in  any tense  or  form) whenever  used  in this
Agreement shall mean license in the case of software Products.
 
The  term  'Territory'  refers  to  the  geographical  area  identified  in each
Schedule. In any Schedule, a smaller geographical area may also be designated as
a 'Primary  Area  of  Responsibility'  to which  additional  obligations  may be
related.

                    ARTICLE IV GENERAL TERMS AND CONDITIONS
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SECTION 1.0: APPOINTMENT
--------------------------------------------------------------------------------
1.1  APPOINTMENT: The Division hereby appoints the Reseller for the Term hereof,
on a non-exclusive basis, to  sell and promote the sale  of the Products to  the
Customers  in  the  Territory,  subject  to the  terms  and  conditions  of this
Agreement and any additional and/or different terms and conditions set forth  in
each  Schedule. The  Division may,  in its  sole discretion,  appoint additional
resellers and/or  other types  of resellers  in the  Territory and/or  sell  the
Products directly or indirectly to the Customers.
 
1.2 STATUS AS INDEPENDENT CONTRACTOR: The relationship establishment between the
Division  and the Reseller by  this Agreement is that of  a vendor to its vendee
and nothing herein contained shall be deemed to establish or otherwise create  a
relationship  of principal and agent between  the Division and the Reseller. The
Reseller represents that it is an independent contractor who will not be  deemed
an agent of the Division for any purpose whatsoever and neither the Reseller nor
any  of it  agents or employees  will have any  right or authority  to assume or
create any obligation of any kind, whether express or implied, on behalf of  the
Division.  This Agreement  is not  a franchise agreement  and does  not create a
franchise relationship  between  the  parties  and  if  any  provision  of  this
Agreement  is  deemed  to create  a  franchise  between the  parties,  then this
Agreement will be deemed  null and void and  will automatically terminate as  if
such  provision had been deemed unenforceable by  a court as provided in Section
16.5 hereof.
 
1.3 SOLE COMPENSATION:  The Reseller's  sole compensation  under this  Agreement
shall  be the  proceeds it may  receive, if any,  on the resale  of the Products
pursuant hereto. The Reseller represents that the Division has not required  the
Reseller  to pay  nor has  the Reseller  paid any  fee as  a condition  of or in
connection with entering into this Agreement.
 
1.4 ACCESS AND  AUDIT: In order  to verify the  Reseller's compliance with  this
Agreement,  the  Reseller  shall  give the  Division  reasonable  access  to the
Reseller's facilities during normal  business hours to  make inspections of  the
Reseller's  premises and to audit the books and records of the Reseller relating
to the Products purchased and/or serviced  by the Reseller, including the  right
to make copies of or abstracts from such books and records.
--------------------------------------------------------------------------------
SECTION  2.0:  GENERAL  RESELLER PERFORMANCE  REQUIREMENTS 
--------------------------------------------------------------------------------
During  the  Term, the Reseller shall:
 
          (a) use its best efforts to support, promote and increase sales of the
     Products in accordance with this Agreement and any applicable Schedules;
 
          (b) only promote and sell the Products to the Customers located within
     the Territory;
 
          (c) NOT,  WITHOUT THE  DIVISION'S  PRIOR EXPRESS  WRITTEN  PERMISSION,
     KNOWINGLY  SELL OR OTHERWISE PARTICIPATE IN  THE SELLING OF THE PRODUCTS TO
     ANY THIRD  PARTY  WHERE  THE END  PRODUCT  IN  WHICH THE  PRODUCTS  MAY  BE
     INCORPORATED  COULD  BE TERMED  OR CLASSIFIED  AS  MEDICAL LIFE  SUPPORT OR
     AIRCRAFT INSTRUMENTATION;
 
          (d) purchase the Products in sufficient volume to satisfy the  Minimum
     Purchase Requirement ('MPR'), if any, set forth in a Schedule. Any such MPR
     will  be calculated  on the basis  of the Division's  aggregate net invoice
     prices for  the Products  purchased by  the Reseller  and covered  by  that
     Schedule.  Purchases of test equipment or parts for service of the Products
     do not count towards satisfaction of any MPR. No MPR shall be construed  as
     a take  or  pay  obligation,  but the Reseller's  achievement  of  same  is
     one criteria  which the  Division will use to determine if  a new agreement
     or Schedule will  be  offered  to  the  Reseller  after  the expiration  or
     termination hereof;
 
          (e) maintain  an  adequate  staff  of  sales  personnel  to  meet  the
     Reseller's  obligations hereunder and/or  pursuant to any  Schedule who are
     trained in and capable of the effective demonstration, use and sale of  the
     Products;
 
          (f)  immediately forward  to the  Division information  concerning all
     complaints or claims  of damage relating  to any of  the Products that  may
     come  to the Reseller's  attention; 
 
          (g) maintain,  for purposes of warranty  verification  and/or  product
     safety notifications,  during the Term and  for four (4)  years thereafter,
     a record of its sales  of  the Products, including  at least the Customer's
     name and addresses and the Product's model, serial number and date of sale;
 
          (h) at all times  conduct its business in  a manner that will  reflect
     favorably on the Products and their quality image and reputation and on the
     good  name, goodwill and reputation  of the Division, and  not by itself or
     with others participate in any illegal, deceptive, misleading or  unethical
     practices,  or unfair competitive  practices, including without limitation,
     product disparagement and bait and switch practices, or any other practices
     that are  or might  be detrimental  to the  Division or  any subsidiary  or
     parent Company;
 
          (i)  obtain  and  maintain  in full  force  and  effect  all necessary
     licenses, permits and other  authorization required by  law to operate  its
     busines;
 
          (j)  take all  reasonable, prompt and  efficient action  to assist the
     Division in  resolving all  complaints from  the Customers  concerning  the
     Products  or the  manner or  method by which  they were  sold, delivered or
     serviced (if the Reseller services the Products) by the Reseller; and



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                                                              Reseller Agreement
                                                                     Page 3 of 8

(k)  unless otherwise  consented to  by the  Division in  writing, which consent
shall not be unreasonably withheld, safeguard  and hold in trust and  confidence
and  neither directly or indirectly  disclose to any third  party or use (except
for the purposes  designated by  the Division) during  the Term  hereof and  for
one(1)  year  thereafter any  of the  Division's proprietary,  business, pricing
and/or confidential technical  information (i)  disclosed by the  Division,  its
agents  or  employees  to  the Reseller hereunder: or (ii)  obtained  or learned
from  the  Division as  a result of activities of the Division  and the Reseller
hereunder.
 
--------------------------------------------------------------------------------
 SECTION 3.0: SALE OF PRODUCTS
--------------------------------------------------------------------------------

3.1 TERMS OF SALE: The Division shall sell the Products to the Reseller upon the
terms  and conditions set  forth in this Agreement  and the applicable Schedules
and upon such other  and additional terms and  conditions as the Division,  from
time to time, may stipulate upon notice.
 
3.2  PRICES: The Division may change the prices  of any of the Products. Any new
prices shall be effective on  the date set forth  in the announcement issued  by
the Division.
 
3.3  RESALE OF THE  PRODUCTS: The Reseller shall  unilaterally establish its own
resale prices  and terms  with respect  to the  Products. The  Division and  its
employees  will neither have authority to instruct  the Reseller as to what such
prices must be, nor to  interfere with the Reseller's independent  establishment
of such prices.
 
3.4  ALLOCATIONS:  The  Division  may,  in  its  sole  discretion,  allocate its
inventory of the Products.
 
3.5 AVAILABILITY/CHANGES IN PRODUCTS: The Division may, in its sole  discretion,
discontinue  the  sale  of,  or  effect  changes  to,  any  of  the  Products or
parts/accessories thereto (except  where continued availability  is required  by
law)  without advance notice  thereof to the Reseller  and without obligation to
modify or change any  Product previously delivered to  or supply new Product  in
accordance with earlier specifications.
 
3.6  TAXES: The Reseller  shall bear the  cost of any  taxes (exclusive of taxes
based on Sony  Electronics Inc.'s net  income), levies, duties  and fees of  any
kind,  nature  or  description  whatsoever applicable  to  any  of  the Products
supplied by the Division to the Reseller. The Reseller shall pay to the Division
all such sums upon demand unless the Reseller provides the Division, at the time
of the submission of its purchase orders, tax exemption certificates or licenses
acceptable to the appropriate taxing authorities.
 
3.7 PRODUCT RETURNS; RESTOCKING CHARGE: If the Reseller wishes to return A Class
Products to the Division, and the Division agrees thereto in advance in writing,
then the Reseller may  do so freight  prepaid for credit  less a restocking  fee
equal  to fifteen percent (15%)  of the original net  invoice price. THE TERM 'A
CLASS PRODUCTS' SHALL MEAN ONLY NEW AND UNUSED PRODUCTS WHICH ARE EITHER IN  THE
ORIGINAL FACTORY SEALED CARTONS, OR IN OPEN CARTOONS WITH ALL FACTORY PACKAGING.
 
--------------------------------------------------------------------------------
SECTION 4.0: PURCHASE ORDERS; SHIPMENTS
--------------------------------------------------------------------------------
 
4.1 PREVAILING TERMS: If any purchase orders, acceptances or other documents are
used  by the  Reseller in  connection with the  purchase of  the Products, then,
notwithstanding any provisions therein contained to the contrary, same shall  be
governed  by the provisions of  this Agreement, and any  terms thereof which are
inconsistent, different from, or in addition to the provisions of this Agreement
shall be deemed null and void.
 
4.2 PURCHASE ORDERS:  The Reseller's  orders are  subject to  acceptance by  the
Division  in writing  or by  shipment of the  Products and  will be  used by the
Division only for its internal bookkeeping to identify the Products,  quantities
and  delivery dates  requested by  the Reseller. The  Division may,  in its sole
discretion, cancel any of the Reseller's orders accepted by the Division or stop
the shipment thereof if the Reseller  fails to meet payment schedules or  credit
requirements establishments by the Division, or if the Reseller is in default of
this Agreement.
 
4.3  SHIPMENTS: The Reseller shall  bear all costs and  expenses incident to the
Division's shipment of the Products  to it, except in  the case of any  shipment
which qualifies for prepaid freight under the Division's program then in effect.
The Division shall select the method of shipment and the carrier.

 
4.4  TITLE & RISK OF LOSS: Title to all the Products sold by the Division to the
Reseller shall pass upon the Division's delivery thereof to the carrier. Risk of
loss or damage to any of the Products in transit, without regard to whether  the
Division  paid  the shipping  charges  therefor or  whether  any third  party is
designated as consignee thereof, is the Reseller's, whose responsibility it will
be to file claims with the carrier.
 
4.5 TIME OF  DELIVERY: Delivery dates  set forth  in any Reseller  order or  the
Division's confirmation thereof shall be deemed to be estimated.
 
4.6  ADJUSTMENTS: If the prices at which the Products are sold represent a price
which has  been reduced  based on  a  representation by  the Reseller  that  the
Reseller  would make  certain volume purchases,  and the Reseller  fails to make
such volume purchases, then the Division may, in its sole discretion, adjust the
prices to  the otherwise  prevailing price(s)  for the  number of  the  Products
actually   purchased,  and  the  Reseller  will  pay  the  Division  such  price
differential promptly upon receipt of the Division's invoice therefor.
 
4.7 SEPARATE  TRANSACTION:  Each  Reseller  order shall  be  deemed  a  separate
transaction  and each shipment  of the Product will  constitute a separate sale,
obligating the  Reseller to  pay therefor,  whether such  shipment in  whole  or
partial fulfillment of an order.
 
--------------------------------------------------------------------------------
SECTION 5.0: CREDIT, INDEBTEDNESS
--------------------------------------------------------------------------------
 
5.1  MAINTENANCE  OF CREDIT  LINE:  The Reseller  shall  maintain a  credit line
sufficient to support its purchases of the Products and to pay any  indebtedness
to  the Division  when due.  The Division  may, in  its sole  discretion, either
generally or with respect to any  specific Reseller order vary, change or  limit
the amount or duration of credit allowed to the Reseller. The Reseller will make
available  to the  Division such  statements of  its financial  condition as the
Division may, from time to time, reasonably request.
 
5.2 UNAUTHORIZED DEDUCTIONS/STOPPED  PAYMENTS: The Reseller  shall not make  any
deductions  of any kind from  any payments due the  Division unless the Reseller
shall have received an official credit memorandum from the Division  authorizing
such  deduction.  The Reseller  will  not stop  payment  on any  check  or other
instrument of payment issued to the Division.
 
5.3 DEFAULT:  ACCELERATION  OF OBLIGATIONS  AND  CHARGE FOR  LATE  PAYMENT:  The
Reseller's  payment for the Products  shall be considered past  due if it is not
received by the Division by the due date shown on the Division's invoice. If any
payment is past  due, then  in addition  to any  other remedy  available to  the
Division  under  this  Agreement or  at  law  therefore, the  Division  may: (a)
declare, by notice to  the Reseller, all of  the liabilities and obligations  of
the  Reseller to the  Division, whether then  due or not,  to be immediately due
unless the past due  payment is received  by the time  specified in the  notice;
and/or  (b) impose a monthly finance charge  on all amounts past due or declared
due by (a) above equal to the lesser of one and one half percent (1 1/2%) or the
maximum allowable by law; and (c) charge Reseller for the Division's  reasonable
expenses  of the collection therefor, including,  but not limited to, attorneys'
and experts' fees and court costs.



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                                                              Reseller Agreement
                                                                     Page 4 of 8
 
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SECTION 6.0: SOFTWARE OWNERSHIP
--------------------------------------------------------------------------------
 
6.1  RETENTION OF  RIGHTS: The  Reseller acknowledges  that the  Division or, in
applicable instances, the Division's licensor,  retains the entire right,  title
and  interest to the  intellectual property (including,  without limitation, all
copyrights) related to any item of software and related documentation which  the
Division provides to the Reseller. The Division shall permit the Reseller to use
such  software and documentation  internally or to  distribute such software and
documentation to the Customers for the Products, and the Reseller will use  such
software and documentation or distribute such software and documentation only to
the  Customers, on such  terms and conditions  as the Division  may from time to
time impose. The  Reseller shall  not itself,  or permit  others to,  decompile,
disassemble,  reverse engineer or otherwise attempt to derive the source code of
any such  software; and  the Reseller  shall not  itself, or  permit others  to,
remove,  obscure or  alter any  copyright, trade  secret, trademark,  patent, or
other proprietary rights notice affixed to or displayed on any such software  or
documentation, or affixed to or printed on any of its factory packaging. Nothing
contained  herein shall: (a) prohibit  the Reseller from setting  a price to its
Customers for  software  and documentation  where  copies of  the  software  and
documentation are sold to the Reseller as one of the Products; or, (b) allow the
Reseller to make copies of the software or documentation.
 
--------------------------------------------------------------------------------
SECTION 7.0: TRADEMARKS/TRADE NAMES
--------------------------------------------------------------------------------
 
The  Division does not grant and the Reseller acknowledges that it shall have no
right to or interest in any trademarks and/or trade names owned, used or claimed
now or in the future by Sony Electronics Inc., Sony Corporation of America, Sony
Corporation  (Japan)  or   the  subsidiary  or   affiliate  companies  of   said
corporations.
 
--------------------------------------------------------------------------------
SECTION 8.0: INSPECTION/ACCEPTANCE -- LIMITED WARRANTIES/DISCLAIMERS
--------------------------------------------------------------------------------
 
8.1  INSPECTION/ACCEPTANCE: Within twenty (20) days of the Reseller's receipt of
any of the Products  under this Agreement, the  Reseller shall inspect same  and
furnish  the  Division  with any  claim  it  may have  for  shortages, incorrect
materials, invoicing mistakes, or defects in material, workmanship or failure to
meet specifications. The  Reseller's failure to  make such a  claim within  that
period  will be deemed  to constitute the Reseller's  acceptance of the Products
and leave  the  Reseller with  only  those warranty-related  remedies  otherwise
provided  in this Section 8.0.  In the case of  any claim involving shortages or
invoicing errors, the Division  will, upon confirmation  of the claim,  promptly
furnish  the  Reseller  with a  credit  memorandum.  In the  case  of  any claim
involving incorrect materials, defects in material or workmanship or failure  to
meet  specifications,  the Reseller  must return  the  affected Products  to the
Division and the Division will, upon confirmation of the claim, promptly furnish
the Reseller with a credit memorandum  for the Products returned and subject  to
availability ship the Reseller replacement Products with an invoice therefor.
 
8.2  LIMITED WARRANTY: THE DIVISION'S WARRANTY FOR  THE PRODUCTS SHALL BE AS SET
FORTH IN THE DIVISION'S LIMITED WARRANTY CARD ENCLOSED WITH OR ACCOMPANYING  THE
PRODUCT.  IF ANY PRODUCTS ARE NOT  ACCOMPANIED BY WARRANTY CARDS, THE DIVISION'S
THEN CURRENT WARRANTY APPLICABLE TO THOSE PRODUCTS WILL APPLY. UPON THE  REQUEST
OF  ANY CUSTOMER, THE RESELLER  SHALL PROVIDE A COPY  OF THE APPROPRIATE LIMITED
WARRANTY CARD TO SUCH CUSTOMER.
 
8.3 COMPLIANCE: The Reseller shall at all times comply with applicable  federal,
state  and local laws, regulations, and ordinances applicable to the sale of the
Products, including but not limited, to the delivery of warranties to Customers.
 
8.4 DISCLAIMER  OF  WARRANTY: THE  RESELLER  ACKNOWLEDGES THAT  EXCEPT  FOR  THE
WARRANTY  PROVIDED  IN THE  DIVISION'S LIMITED  WARRANTY  CARD ENCLOSED  WITH OR
ACCOMPANYING THE PRODUCTS, NO WARRANTIES WITH REGARD TO THE PRODUCTS, WHETHER OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, ARE CREATED BY
THIS  AGREEMENT.  THE  DIVISION  HEREBY  DISCLAIMS  AND  EXCLUDES  ALL   IMPLIED
WARRANTIES  OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY WARRANTY
AGAINST INFRINGEMENT THAT  MAY BE PROVIDED  IN SECTION 2-312(3)  OF THE  UNIFORM
COMMERCIAL  CODE  AND/OR  IN ANY  OTHER  COMPARABLE STATE  STATUTE  IS EXPRESSLY
DISCLAIMED.
 
8.5 COMPATIBILITY: The Division hereby disclaims any representations or warranty
that the Products are compatible with  any combination of non-Sony products  the
Reseller  and/or its Customer may choose to connect to the Products. It shall be
the Reseller's  responsibility to  determine for  itself and  the Customers  the
suitability and compatibility of the Products in each instance.
 
8.6  PROHIBITED  REPRESENTATIONS: Other  than  the provision  of  a copy  of the
Division's Limited Warranty Card  to the Customers as  provided in Section  8.2,
the  Reseller  shall make  no  warranties or  representations  on behalf  of the
Division to the Customers or to the  trade with respect to any of the  Products,
unless expressly approved in writing by the Division.
 
--------------------------------------------------------------------------------
SECTION 9.0: INDEMNITY BY THE RESELLER
--------------------------------------------------------------------------------
 
THE  RESELLER SHALL INDEMNIFY  AND HOLD HARMLESS  THE DIVISION, SONY ELECTRONICS
INC., ITS PARENT COMPANY,  SONY CORPORATION OF AMERICA,  AND THE SUBSIDIARY  AND
AFFILIATED  COMPANIES  OF  EACH  AND THEIR  RESPECTIVE  OFFICERS,  DIRECTORS AND
EMPLOYEES FROM  AND  AGAINST  ANY CLAIMS,  SUITS,  LIABILITIES,  LOSSES,  FINES,
PENALTIES,  DAMAGES AND  EXPENSES (INCLUDING REASONABLE  ATTORNEYS' AND EXPERTS'
FEES AND  COSTS)  ARISING FROM  OR  INCIDENT TO  THE  RESELLER'S BREACH  OF  ITS
OBLIGATIONS UNDER SECTIONS 1.2, 2.0(c), 2.0(h) OR 8.6 HEREOF.
 
--------------------------------------------------------------------------------
SECTION 10.0: TIME FOR BRINGING SUIT
--------------------------------------------------------------------------------
 
All causes of action by the Reseller against the Division must be brought within
two (2) years following the date on which the event which first gave rise to the
cause  of  action  occurred or  within  two  (2) years  following  expiration or
termination of this Agreement, whichever is earlier.
 
--------------------------------------------------------------------------------
SECTION 11.0: TERMINATION OF AGREEMENT
--------------------------------------------------------------------------------
 
11.1 TERMINATION WITHOUT CAUSE: This  Agreement may be terminated without  cause
by either party upon sixty (60) days prior written notice to the other, in which
event this Agreement shall terminate on the date set forth in such notice.
 
11.2  TERMINATION  FOR  CAUSE:  The  Division  may  immediately  terminate  this
Agreement by giving the Reseller notice if the Reseller:
 
(A) DEFAULTS IN THE  PERFORMANCE OF ANY  OF ITS OBLIGATIONS  UNDER THE TERMS  OR
CONDITIONS  OF THIS AGREEMENT WHICH  DEFAULT IS NOT REMEDIED  BY THE RESELLER TO
THE DIVISION'S SATISFACTION IN  ITS SOLE DISCRETION WITHIN  TEN (10) DAYS  AFTER
THE DIVISION GIVES THE RESELLER NOTICE THEREOF; OR,
 
(B)  DEFAULTS IN THE PERFORMANCE  OF ANY OF ITS  OBLIGATIONS UNDER THE TERMS AND
CONDITIONS OF THIS AGREEMENT, WHICH DEFAULT BY ITS NATURE, CANNOT BE REMEDIED BY
THE RESELLER; OR,
 
(C) ISSUES  ANY  PRESS  RELEASE,  ADVERTISING,  BROCHURE  OR  OTHER  RELEASE  OF
INFORMATION TO ANY OF THE CUSTOMERS,



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                                                              RESELLER AGREEMENT
                                                                     Page 5 of 8

THE  TRADE OR  THE GENERAL  PUBLIC CONCERNING  OR IN  ANY WAY  REFERRING TO THIS
AGREEMENT OR ANY OTHER AGREEMENT OR  RELATIONSHIP WITH THE DIVISION AND/OR  SONY
ELECTRONICS  INC.  WITHOUT THE  PRIOR WRITTEN  APPROVAL  OF THE  DIVISION, WHICH
APPROVAL OR REJECTION SHALL BE GIVEN IN THE DIVISION'S SOLE DISCRETION; OR,
 
(D) ENGAGES  DIRECTLY OR  INDIRECTLY IN  ANY ATTEMPT  OR SCHEME  TO DEFRAUD  THE
DIVISION; OR,
 
(E)  SELLS OR TRANSFERS THE PRODUCTS TO  ANY PARTY OTHER THAN CUSTOMERS OR SELLS
THE PRODUCTS  OUTSIDE  OF THE  TERRITORY  SPECIFIED  IN THE  SCHEDULE  FOR  SUCH
PRODUCTS; OR,
 
(F)  IS UNABLE TO PAY ANY AND/OR ALL OF  ITS DEBTS AS THEY BECOME DUE OR BECOMES
INSOLVENT OR CEASES TO  PAY ANY AND/OR ALL  OF ITS DEBTS AS  THEY MATURE IN  THE
ORDINARY  COURSE OF  BUSINESS, OR  MAKES AN  ASSIGNMENT FOR  THE BENEFIT  OF ITS
CREDITORS; OR,
 
(G) IS LIQUIDATED OR DISSOLVED  OR IF ANY PROCEEDINGS  ARE COMMENCED BY, FOR  OR
AGAINST  IT UNDER ANY BANKRUPTCY, INSOLVENCY, REORGANIZATION OF DEBTS OR DEBTORS
RELIEF LAW, OR LAW  PROVIDING FOR THE  APPOINTMENT OF A  RECEIVER OR TRUSTEE  IN
BANKRUPTCY; OR,
 
(H)  CEASES TO  CONDUCT ITS  BUSINESS IN  THE ORDINARY  COURSE BY,  FOR EXAMPLE,
LAYING OFF A LARGE PART OF ITS STAFF OR SUBSTANTIALLY CURTAILING OPERATING HOURS
OR TELEPHONE SERVICE.
 
The Division  may  also  immediately  terminate this  Agreement  by  notice:  1)
pursuant  to Sections  11.5; or  2) upon  the occurrence  of, or  the Reseller's
failure to give notice of, any of the events referenced in Section 14.1(a)-(c).
 
This Agreement  shall terminate  on the  date  set forth  in any  notice  issued
pursuant to this Section 11.2.
 
11.3  ADDITIONAL REMEDIES FOR BREACH: If the Reseller is in breach or in default
hereof, the Division may,  in additional to any  other remedies available to  it
hereunder  or  allowed  by law  thereof:  (1)  suspend doing  business  with the
Reseller under all or any of the Schedules or, (2) terminate one or more of  the
Schedules;  or,  (3)  curtail or  suspend  the Reseller's  privileges  under any
promotional incentives, and/or suspend or terminate the Reseller's participation
in other sales programs of the Division.
 
11.4 EFFECT  OF  TERMINATION:  Upon  the termination  of  this  Agreement,  Sony
Electronics  Inc.  may, in  its sole  discretion, upon  notice to  the Reseller,
immediately terminate any other agreements which  may then be in effect  between
the  Division  and/or Sony  Electronics  Inc. and  the  Reseller. Such  right of
termination shall be in addition to and, to the extent necessary, supersede  any
right of termination which may be provided for in any of such other agreements.
 
11.5  SET-OFF: If the  Reseller defaults with  respect to this  Agreement or any
other agreement(s) with the Division or  any other division of Sony  Electronics
Inc.  including, but not  limited to, the  Reseller's failure to  pay any monies
when due either pursuant to this Agreement or any other such agreement, then the
Division may, in its sole discretion, set  off against any monies due and  owing
the  Reseller such sum or sums  of money due and owing  from the Reseller to the
Division and/or Sony Electronics Inc. pursuant  to this Agreement or such  other
agreement(s), and/or to terminate this Agreement.
 
11.6  CESSATION OF REPRESENTATION AS AUTHORIZED RESELLER: Upon the expiration or
termination of this  Agreement or the  termination of any  Schedule hereof,  the
Reseller shall immediately remove and discontinue all displays, signs and decals
of the Division's trademarks and service marks related to the affected Products,
cease to represent itself as an authorized Reseller of the Division with respect
to those Products and shall otherwise desist from all conduct or representations
which  might  lead the  public  to believe  that  the Reseller  continues  to be
authorized by the Division to sell  those Products; provided, however, that  the
Reseller  may sell, in  accordance with the provisions  of this Agreement, those
Products which shall be in its inventory on the date of any such termination  or
expiration and which the Division shall not have repurchased pursuant to Section
12.0.
 
11.7   SURVIVING  OBLIGATIONS  AND  LIMITATIONS:   Neither  the  expiration  nor
termination of  this Agreement  nor the  termination of  any of  the  agreements
referred  to in this Section  shall release either party  from the obligation to
pay any monies that may be owing to the other party or operate to discharge  any
liability that had been incurred by either party prior to any such expiration or
termination.
 
11.8  ORDER PROCEDURE AFTER NOTICE OF TERMINATION: During the period between the
Division giving  the Reseller  notice of  this Agreement's  termination and  the
effective  date of such termination, all  Reseller orders not then fulfilled and
all new Reseller orders for the Products which are accepted by the Division will
be shipped to the Reseller only on a cash in advance basis.


--------------------------------------------------------------------------------
SECTION 12.0: DIVISON'S OPTION TO REPURCHASE PRODUCTS
--------------------------------------------------------------------------------
 
Upon the expiration or termination of  this Agreement or the termination of  any
Schedule,  the Division may repurchase  from the Reseller any  of the affected A
Class Products (as defined in Section 3.7) remaining in the Reseller's inventory
at the lesser of  the then prevailing  price or the price  paid therefor by  the
Reseller.  To enable the Division to determine if it will repurchase any of such
Products the Reseller shall,  within five (5) days  after the effective date  of
such  expiration  or  termination, submit  to  the Division  a  written schedule
listing all such Products  remaining in the Reseller's  inventory by model,  and
serial  number. Within a reasonable period  of time after the Division's receipt
of such  schedule  the  Reseller  shall permit  the  Division  to  inspect  such
inventory;  and within  ten (10) days  after completion of  such inspection, the
Division shall give the Reseller notice  of the Products it elects to  purchase.
Upon  receipt of the Division's notice, the Reseller shall deliver the specified
Products freight prepaid to a carrier designated by the Division. Payment of the
repurchase price will be made to the  Reseller either by: (1) the issuance of  a
credit  against  any  indebtedness  of  the Reseller  to  the  Division  or Sony
Electronics Inc.; or (2) if the  repurchase price exceeds such indebtedness,  by
payment  of  such excess  to  the Reseller  within  thirty (30)  days  after the
delivery of the Products to the Division.

--------------------------------------------------------------------------------
SECTION 13.0: SERVICE
--------------------------------------------------------------------------------

If the Reseller is obligated to perform warranty and/or out-of-warranty  service
for any of the Products pursuant to the provisions of any Schedule, the Reseller
shall  perform such  service in  accordance with  the Division's  Dealer Service
Policy ('DSP') then in effect for such Products. If a Schedule does not  require
the Reseller to service the Products which are the subject of that Schedule, the
Division  shall perform or  otherwise delegate such  service, provided, however,
that the Reseller shall facilitate such service if required by and in the manner
provided in any Schedule. The Division reserves  the right from time to time  to
modify any DSP and any or all service procedures upon notice to the Reseller.

--------------------------------------------------------------------------------
SECTION 14.0: NOTICES
--------------------------------------------------------------------------------

14.1  CHANGE IN STATUS: The Reseller shall give the Division immediate notice in
writing of: (a) any transaction affecting the ownership of ten percent (10%)  or
more  of  the  Reseller's  capital  stock, or  any  significant  portion  of the
Reseller's assets, if the Reseller is a  corporation; or, (b) any change in  the
respective  interests of the partners, if the Reseller is a partnership; or, (c)
any



<PAGE>

<PAGE>
                                                              Reseller Agreement
                                                                     Page 6 of 8

transaction affecting the ownership of any part of the business, if the Reseller
is an individual proprietorship.
 
14.2  CHANGE OF  NAME OR ADDRESS  OF THE  RESELLER: The Reseller  shall give the
Division immediate notice of any change in the: (a) name of  the  Reseller;  or,
(b) address of the  Reseller's  Business  Locations;  or,  (c)  address  of  the
Reseller's principal office.
 
14.3  METHOD OF  TRANSMISSION: Any notices  given under this  Agreement shall be
given in  writing  and will  be  deemed to  have  been sufficiently  given  when
delivered  by hand or  sent by facsimile transmission  (which is acknowledged by
the recipient), overnight courier  service or by  certified or registered  mail,
postage  and other charges prepaid, to the  parties at the addresses first above
written or as subsequently changed by notice duly given. The date of mailing  or
transmission  of any written notice will be deemed the date on which such notice
is given unless otherwise specified in the notice.
 
--------------------------------------------------------------------------------
SECTION 15.0: GOVERNMENT CONTRACTS AND PROGRAMS
--------------------------------------------------------------------------------
 
15.1 CONTRACTS WITH THE GOVERNMENT: The Division may enter into contracts  with:
1)  the government of  the United States  of America or  any of its departments,
agencies, or other instrumentalities;  or, 2) any state  or local government  or
any  of their departments, agencies or other instrumentality, to sell any or all
of the Products, including one  or more General Services Administration  ('GSA')
contracts.  If the Reseller participates in any of the Division's GSA contracts,
such participation will be governed by a  Rider G which will be attached to  and
made part hereof.
 
15.2   GOVERNMENT  CONTRACT  PROVISIONS:  No  provision  of  any  United  States
government or state or local government contract or subcontract related  thereto
shall  be a  part of this  Agreement, and this  Agreement will not  be deemed an
acceptance of any government provisions that  may be included or referred to  in
any purchasing document received by the Division from the Reseller.
 
--------------------------------------------------------------------------------
SECTION 16.0 PRODUCT LOANS
--------------------------------------------------------------------------------
 
16. 1 GENERAL: If the Division elects to loan any Products or other equipment to
the  Reseller, such loan(s) will be governed by the terms and conditions of this
Section unless otherwise agreed in writing signed by both parties.
 
16.2 LOAN CONFIRMATION: The Division shall acknowledge each loan of Products  or
equipment  in  writing  to  the Reseller  setting  forth  the  particular loaned
Products and equipment, term of the loan,  the address for return of the  loaned
Products  and equipment, the purpose of the loan, any insurance requirements and
any other pertinent requirements.
 
16.3 DELIVERY/LOCATION: The Division shall, at its own cost and expense, and  at
its  risk of loss  or damage, deliver  each shipment of  the loaned Products and
equipment to the Reseller at the address set forth in the loan acknowledgement.
 
16.4 TERM: The Division shall provide  the loaned Products and equipment to  the
Reseller  for the term stated in the loan acknowledgment. Upon the expiration or
earlier termination of any  loan, the Reseller will  return the loaned  Products
and  equipment to the Division, at its own cost and expense, and at its own risk
of loss or damage, to the location set forth in the loan acknowledgment. If  the
Reseller does not return the loaned Products and equipment within three (3) days
of  the expiration  or earlier termination  of any  loan, or returns  them in an
unrepairable condition, the Reseller  will be deemed to  have purchased them  at
the  price in the loan  acknowledgment on the terms  and conditions set forth in
this Agreement.
 
16.5 ACKNOWLEDGMENT: The Reseller acknowledges: (1) title to any loaned Products
and equipment is and will  at all times remain in  the Division's name; (2)  the
loaned  Products and equipment may  not be transferred to  any person other than
the Reseller without the prior written  consent of the Division; (3) the  loaned
Products   and  equipment  may  not  be   sold, leased, mortgaged  or  otherwise
hypothecated or encumbered.
 
16.6   DISCLAIMER  OF WARRANTIES:  THE  DIVISION MAKES  NO  WARRANTIES,  WHETHER
EXPRESS  OR  IMPLIED, WITH  REGARD  TO THE  LOANED  PRODUCTS AND  EQUIPMENT. ALL
IMPLIED WARRANTIES OF MERCHANTABILITY  OR FITNESS FOR  A PARTICULAR PURPOSE  ARE
HEREBY  EXPRESSLY DISCLAIMED.  ALL IMPLIED  WARRANTIES AGAINST  INFRINGEMENT ARE
HEREBY EXPRESSLY DISCLAIMED.
 

16.7 LICENSE: Any License Agreement  enclosed in the original factory  packaging
for  the loaned  Products and  equipment will  state those  additional terms and
conditions of any license granted to the Reseller applicable to them.
 
16.8 TERMINATION: If the Reseller breaches any of the provisions of this Section
16.0 with regard to any particular loan or loans, the Division may, in  addition
to  its other rights or remedies hereunder or at law, terminate that loan or all
outstanding loans upon notice to the  Reseller. If this Agreement is  terminated
or  expires, all  outstanding loans will  be deemed  immediately terminated upon
such termination or expiration without need of further notice from the Division.
 
16.9 INSURANCE: If  required by  the Division  in the  loan acknowledgment,  the
Reseller will obtain and maintain insurance on the loaned Products and equipment
in   an  amount  at  least  as  great  as  the  price  designated  in  the  loan
acknowledgment against loss by fire,  vandalism, casualty and all other  hazards
normally insured under 'all risks' policies pursuant to appropriate endorsements
naming  the Division as a loss payee of the proceeds thereof without deductibles
or allocations and requiring  the carrier to give  the Division at least  thirty
(30)  days' notice of cancellation, non-renewal  or material change in coverage.
The Reseller will also provide the Division with a certificate or an endorsement
evidencing the existence of  such insurance when such  insurance is required  in
the loan acknowledgement.
 
16.10  SECURITY INTEREST; RIGHT OF REPOSSESSION:  The Reseller hereby grants the
Division a security  interest in and  to any loaned  Products and equipment  the
Reseller  has been deemed to have purchased under Section 16.4 of this Agreement
and the Division will have  all the rights of  a secured party/creditor for  and
with  respect to  such loaned  Products and  equipment including  those provided
under the Uniform  Commercial Code.  The Reseller  will execute  such forms  and
financing  statements  as  the  Division may  request  to  evidence,  perfect or
continue any such security interest and the Reseller hereby grants the  Division
an  irrevocable  power of  attorney to  execute and  file any  of such  forms or
statements on the Reseller's behalf if the Reseller fails to do so promptly upon
the Division's request including, but not limited to, the right of the  Division
to  file a copy of this Agreement,  together with the loan acknowledgement, as a
financing statement.  Notwithstanding Section  16.4 of  this Agreement  and  the
preceding two sentences, the Division may elect not to treat the loaned Products
and  equipment as having been sold to the Reseller, and retain its title thereto
and a right of prepossession therein. In such event, the Reseller hereby  grants
the Division the right to enter peaceably upon  its premises  where  the  loaned
Products  and  equipment may  be  located and  take  possession thereof  and the
Reseller hereby  waives  all  claims  for trespass  or  damage  caused  by  such
peaceable entrance and repossession.
 
--------------------------------------------------------------------------------
SECTION 17.0: GENERAL
--------------------------------------------------------------------------------
 
17.1  ASSIGNMENT:  The  Reseller shall  not  assign or  otherwise  transfer this
Agreement or any interest or right hereunder or delegate the performance of  any
of  its  obligations hereunder  to  any third  party  without the  prior written
consent of the  Division which consent  may be withheld  in the Division's  sole
discretion.  Any such attempted  assignment, transfer or  delegation without the
prior written consent of the Division, will  be deemed null and void and  result
in the immediate termination of this Agreement without necessity of any notice.


<PAGE>

<PAGE>
                                                              Reseller Agreement
                                                                     Page 7 of 8
 
17.2 WAIVERS: Waiver by either party of any default, or either  party's  failure
to enforce any of the terms and conditions  of this Agreement shall not  in  any
way affect, limit or waive such party's right thereafter to  enforce  and compel
strict performance of every term and conditions hereof.
 
17.3 LITIGATION: In the event of any litigation between the parties with respect
to this Agreement, the prevailing party (the party entitled to recover costs  of
suit,  at such time  as all appeals have  been exhausted or  the time for taking
such appeals has expired) shall be entitled to recover reasonable attorneys' and
experts' fees, and  costs in  addition to  such other  relief as  the court  may
award.
 
17.4  HEADINGS: The headings of Articles and  Sections in this Agreement are for
convenience and  reference only,  and they  shall in  no way  define, limit,  or
describe  the scope  of the provisions  or be considered  in the interpretation,
construction or enforcement hereof.
 
17.5 INVALIDITY:  If and  to  the extent  that any  term  or condition  of  this
Agreement  is specifically  determined by any  court to  be in whole  or in part
invalid or unenforceable,  then this Agreement  shall be immediately  terminated
upon such determination. However, such termination will not operate to discharge
either  party from the obligation to pay the  other party any sum due such other
party or discharge any liability that had been incurred prior thereto.
 
17.6 NON-EXCLUSIVENESS; REMEDIES: Any specific right or remedy provided in  this
Agreement shall not be exclusive but will  be cumulative of all other rights and
remedies set forth herein and allowed at law.
 
17.7 SURVIVAL: Sections 2.0(c), (g) and (k), 3.7, 4.6, 5.2, 5.3, 6.1, 7.0,  8.0,
9.0,  10.0, 11.4, 11.5,  11.6, 11.7, 12.0,  13.0, 15.0, 17.3,  17.5, 17.6, 17.7,
18.0, 19.0, 20.0 and 21.0 as well  as any term or condition in any  incorporated
Schedule  or Rider G,  if incorporated, where  such survival is  indicated in or
intended by  the  terms of  any  such  provision shall  survive  termination  or
expiration of this Agreement.
 
--------------------------------------------------------------------------------
SECTION 18.0: LIMITATION ON LIABILITY
--------------------------------------------------------------------------------
 
THE  LIABILITY OF THE  DIVISION, IF ANY,  AND THE RESELLER'S  SOLE AND EXCLUSIVE
REMEDY FOR DAMAGES  FOR ANY CLAIM  OF ANY KIND  WHATSOEVER, REGARDLESS OF  LEGAL
THEORY,  AND WHETHER ARISING IN TORT OR CONTRACT, WITH REGARD TO THIS AGREEMENT,
REGARDLESS OF THE DELIVERY OR NON-DELIVERY  OF THE PRODUCTS, OR WITH RESPECT  TO
THE  PRODUCTS, SHALL  NOT BE  GREATER THAN  THE ACTUAL  PURCHASE PRICE,  AND ALL
TRANSPORTATION AND CUSTOMARY HANDLING CHARGES PAID FOR THE PRODUCTS WITH RESPECT
TO WHICH SUCH CLAIM IS MADE. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE
TO THE OTHER FOR ANY SPECIAL,  INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES  OF
ANY   KIND.  SUCH  DAMAGES  INCLUDE,  BUT  ARE  NOT  LIMITED  TO,  COMPENSATION,
REIMBURSEMENT OR  DAMAGES ON  ACCOUNT  OF THE  LOSS  OF PRESENT  OR  PROSPECTIVE
PROFITS,   EXPENDITURES,  INVESTMENTS  OR  COMMITMENTS,   WHETHER  MADE  IN  THE
ESTABLISHMENT, DEVELOPMENT OR  MAINTENANCE OF BUSINESS  REPUTATION OR  GOODWILL,
FOR  LOSS OF DATA, COST OF SUBSTITUTE  PRODUCTS, COST OF CAPITAL, AND THE CLAIMS
OF THIRD PARTIES, INCLUDING CUSTOMERS, OR FOR ANY OTHER REASON WHATSOEVER.
 
--------------------------------------------------------------------------------
SECTION 19.0: FORCE MAJEURE
--------------------------------------------------------------------------------
 
NEITHER PARTY SHALL BE LIABLE TO THE  OTHER FOR ANY DELAY IN THE PERFORMANCE  OF
ANY OF ITS OBLIGATIONS HEREUNDER DUE TO ANY CAUSE BEYOND SUCH PARTY'S REASONABLE
CONTROL  OR DUE TO  ACTS OF GOD,  ACTS OF CIVIL  OR MILITARY AUTHORITIES, FIRES,
LABOR DISTURBANCES, FLOODS, EPIDEMICS,  GOVERNMENTAL RULES OR REGULATIONS,  WAR,
RIOT,  DELAYS IN TRANSPORTATION OR SHORTAGES IN RAW MATERIALS OR OTHER PRODUCTS.
THIS SECTION SHALL NOT  RELIEVE OR RELEASE EITHER  PARTY FROM ITS OBLIGATION  TO
MAKE PAYMENT WHEN DUE OF ANY MONIES WHICH EITHER PARTY MAY OWE TO THE OTHER.

--------------------------------------------------------------------------------
SECTION 20.0: GOVERNING LAW AND VENUE
--------------------------------------------------------------------------------
 
THIS  AGREEMENT SHALL BE INTERPRETED, CONSTRUED  AND ENFORCED IN ACCORDANCE WITH
THE LOCAL LAW  OF THE STATE  OF NEW JERSEY.  THE PARTIES HEREBY  CONSENT TO  AND
SUBMIT  TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN THE STATE
OF NEW JERSEY,  AND ANY ACTION  OR SUIT HEREUNDER  WILL ONLY BE  BROUGHT BY  THE
PARTIES  IN THE  FEDERAL OR START  COURT WITH APPROPRIATE  JURISDICTION OVER THE
SUBJECT MATTER ESTABLISHED OR SITTING IN THAT STATE. THE PARTIES SHALL NOT RAISE
IN CONNECTION THEREWITH, AND HEREBY WAIVE ANY DEFENSES BASED UPON THE VENUE, THE
INCONVENIENCE OF THE FORUM, THE  LACK OF PERSONAL JURISDICTION, THE  SUFFICIENCY
OF  SERVICE OF PROCESS  OR THE LIKE  IN ANY SUCH  ACTION OR SUIT  BROUGHT IN THE
STATE OF NEW JERSEY.
 
--------------------------------------------------------------------------------
SECTION 21.0: WAIVER OF TRIAL BY JURY
--------------------------------------------------------------------------------
 
IN THE EVENT OF ANY LITIGATION BETWEEN THE PARTIES RELATING TO OR ARISING IN ANY
WAY OUT OF THIS  AGREEMENT, THE PARTIES HEREBY  WAIVE THEIR RESPECTIVE RIGHT  TO
TRIAL BY JURY.
 
                              ARTICLE V SCHEDULES
 
                    This space is intentionally left blank.


<PAGE>

<PAGE>

All Communications Corporation  Article V - Videoconferencing Rollabout Products
Mountainside, NJ 07092                                               Page 1 of 2

             ------------------------------------------------------
 
                               ARTICLE V SCHEDULE
 
                  VIDEOCONFERENCING SYSTEMS ROLLABOUT PRODUCTS
 
1.  Definition  of  Products  and  Appointment:  This  Schedule  authorizes  the
Reseller  to  purchase  and  resell  the  'Videoconferencing  Systems  Rollabout
Products'  identified  in  the  Division's  current  Videoconferencing   Systems
Rollabout Products Price Lists,  as said Price List,  from time to time,  may be
amended  by the Division by adding or deleting Products therefrom.
 
2.  Definition of  Customers: The  Reseller will  sell Videoconferencing Systems
Rollabout Products to end users only,  unless otherwise agreed to in writing  by
the Division.
 
3.  Definition  of Territory:  The Reseller  may sell  Videoconferencing Systems
Rollabout Products to  Customers only within  the 48 continguous  states of  the
United  States and the state of Alaska (the 'Territory'). The Reseller's Primary
Area of  Responsibility  for  Videoconferencing Systems  Rollabout  Products  is
described below by three-digit zip code.
 
Primary Area of Responsibility
 
070-079; 085-089; 100-117
 
5.  Service Requirements: The  Reseller hereby agrees  to establish and maintain
the capability to  service the Videoconferencing  Systems Rollabout Products  in
accordance  with the Dealer Service Policy, as such Policy may be amended by the
Division, from time to time. The  Reseller also agrees to provide the  following
services for its Customers within the Reseller's Primary Area of Responsibility,
and  for providing or  coordinating these services for  its Customers outside of
the Reseller's Primary Area of Responsibility: i.e., maintenance,  installation,
operation/application   training  and  support,  customer  inquiries,  technical
assistance, trouble reporting  and isolation, technical  assistance and  similar
customer  satisfaction matters. The Reseller  agrees to be the  point-of-contact
for all customer inquiries. The  Reseller may coordinate these services  outside
of  its  Primary Area  of Responsibility  with an  authorized service  center as
directed by the Division.
 
Service Location
 
All Communications Corporation
1450 Route 22 West
Suite 103
Mountainside, NJ 07092
 
6. Minimum Purchase Requirement ('MPR'): The  MPR for the Term of the  Agreement
is 45 units of the PCS-5000 Rollabout Product. If the Reseller fails to purchase
at least 15 units of such Product during the first six months of this Agreement,
this Schedule shall be subject to termination.
 
7.   Shipment  and  Installation:   The  Reseller  may   place  orders  for  the
Videoconferencing Systems Rollabout Products with  the 'ship-to' address of  the
Customer.  The Division will ship the products  ordered to that address and bill
the Reseller.
 
If the  Reseller has  purchased  installation services  from the  Division,  the
Division  will ship  the Products to  the Customer and  provide the installation
services as described in the Videoconferencing Systems Rollabout Products  Price
List. In that case, the Division will bill the Reseller for the Products and the
installation services.
 
All  shipping charges will  be invoiced to  the Reseller in  accordance with the
Division's program then in effect for prepaid freight.
 
8. Pricing: The  Videoconferencing Systems  Rollabout Products  Price List  sets
forth  annual  (i.e., for  the Term)  minimum quantity  commitment levels  and a
Reseller purchase  price for  each  such level.  The  Reseller agrees  with  the
Division  to purchase  the Videoconferencing  Systems Rollabout  Products at the
annual minimum quantity commitment level also indicated.
 
Quantity Commitment Level:
 
50+

The Reseller shall purchase Videoconferencing Systems Rollabout Products  during
the  Term of this Agreement at the price set forth in the then Videoconferencing
Systems Rollabout Products Price List  for the annual quantity commitment  level
agreed  to above. If, however,  the Reseller fails to  purchase during the first
six (6) months  of this  Agreement at least  thirty-three percent  (33%) of  the
above  agreed upon annual minimum quantity commitment level (based on the lowest
unit  number  in  the  commitment  level  range),  then  the  pricing  for   the
Videoconferencing Systems Rollabout Products for the remainder of the Term shall
be  adjusted  to the  pricing that  corresponds to  the annual  minimum quantity
commitment level which equates to the Reseller's actual purchases for  said  six
(6) months divided by thirty-three percent (33%).


<PAGE>

<PAGE>

All Communications Corporation  Article V - Videoconferencing Rollabout Products
Mountainside, NJ 07092                                               Page 2 of 2

9.  Advertising: The Reseller shall  not advertise the Videoconferencing Systems
Rollabout Products outside of the Reseller's Primary Area of Responsibility.  In
addition,  the  Reseller  will  create and  publish  all  of  its advertisements
referencing the Products which  are the subject of  this Schedule in  conformity
with  the Division's  Dealer Ad  Kit as  issued and  as may  be modified  by the
Division, from time to time, as well as related policies issued by the Division,
from time to  time. By execution  of this Agreement,  the Reseller  acknowledges
receipt of the Division's Dealer Ad Kit.
 
10. Demonstration of Videoconferencing Products Rollabout Products. The Reseller
acknowledges that Videoconferencing Systems Rollabout Products are best promoted
and  understood by Customers  by demonstration of  their operation, features and
technology. For this reason, the Reseller shall during the Term, have  available
for demonstration at least two Videoconferencing Rollabout units.



<PAGE>

<PAGE>

                                   SCHEDULE A
 
TRINICOM 5000 -- SYSTEM LIST PRICING & QUALITY DISCOUNT STRUCTURE
 
<TABLE>
<CAPTION>
MODEL                      NAME                                                                         LIST PRICE
-----                      ----                                                                         ----------
<S>                        <C>                                                                          <C>
PCS-5000/1                 Codec/Camera/Audio/Bonding Board                                               19,650.00

PCS-F500                   27'' Cart                                                                      1,200.00

PCS-F510                   32'' Cart                                                                      2,100.00

PCS-T500                   Tablet                                                                           949.00

PCS-G500                   VGA Board (required for dual monitor systems)                                  1,350.00

PCS-D200US                 Document Scanner (requires PCS-K01US & PCSK01TUS)                              2,200.00

PCS-MC10                   IC Memory Card                                                                   549.00

PCS-R500                   Regular Remote Control                                                           229.00

PCS-R510                   Button Remote Control                                                            399.00

PCS-I500                   V.35 I/F Board                                                                   649.00

PCS-K32                    V.35 Cable                                                                       399.00

PCS-I520                   RS-449 I/F Board                                                                 399.00

PCS-K40                    RS-449 Cable                                                                     196.00

PCS-A510                   Add'l Audio Unit                                                               1,399.00

</TABLE>
 
2CONFER DISCOUNT STRUCTURE
--------------------------
<TABLE>
<CAPTION>
UNIT COMMITMENT                                 DISCOUNT OFF OF LIST PRICE
---------------                                 --------------------------
<S>                                             <C>
50+ Systems                                                 35%
</TABLE>
 
COMPANY CONFIDENTIAL
REVISED 4/12/96




<PAGE>

<PAGE>

                                   SCHEDULE B
 
TRINICOM 5000 -- PERIPHERAL EQUIPMENT -- RESELLER PRICING
 
The following peripheral equipment may be added at the prices shown below:
 
<TABLE>
<CAPTION>
MODEL                   NAME                                                              LIST PRICE    RESELLER PRICE
-----                   ----                                                              ----------    --------------
<S>                     <C>                                                               <C>           <C>
KV-27V15Gray            27'' Monitor                                                         750.00          526.30

KV-32S12Gray            32'' Monitor                                                       1,050.00          691.00

YC-30EV                 S-Video Cable                                                         50.00           30.00
                        (required for dual monitor systems)

PCS-K01US               Document Scanner Cable                                                93.00           65.00
                        (required with Document Scanner)

PCS-K01TUS              Document Scanner Terminator                                           65.00           45.00
                        (required with Document Scanner)

VID-P100                Object Camera (requires SYC-5 & PCS-K06//A)                        3,650.00        2,575.00

SYC-5                   Object Camera Video Camera                                            42.25           29.85

PCS-K06/A               Object Camera Control Cable                                           24.00           16.80

PCS-K03US               RJ-45 ISDN Cable (14')                                                17.00           12.00

PCS-K21                 B&W Printer Cable                                                    199.00          159.20

</TABLE>
 
Schedule B peripheral pricing is not eligible for additional discounting.
 
COMPANY CONFIDENTIAL
REVISED 4/12/96




<PAGE>

<PAGE>

TRINICOM 5000 - EXAMPLE USING GOLD RESELLER & LIST PRICING
----------------------------------------------------------

<TABLE>
<CAPTION>

EXAMPLE 1: SINGLE 27-INCH MONITOR SYSTEM
-----------------------------------------

MODEL         QTY  NAME                              RESELLER PRICE    LIST PRICE
-----         ---  ----                              --------------    -----------
<S>           <C>  <C>                                <C>              <C>
KV27V15 Gray   1   27" Monitor                         526.30              750.00
PCS-5000/1     1   Codec/Camera/Audio/Bonding Board    12,772.50        19,650.00
PCS-F500       1   27" Cart                            780.00            1,200.00


TOTAL PRICE                                            $14,078.80      $21,600.00



<CAPTION>

EXAMPLE 2: DUAL 27-INCH MONITOR SYSTEM
--------------------------------------

MODEL         QTY  NAME                              RESELLER PRICE    LIST PRICE
-----         ---  ----                              --------------    -----------

KV27V15Gray    2   27" Monitor                         1,052.60          1,500.00
PCS-5000/1     1   Codec/Camera/Audio/Bonding Board    12,772.50        19,650.00
PCS-F500       2   27" Cart                            1,560.00          2,400.00
PCS-G500       1   VGA Board                           877.50            1,350.00
YC-30EV        1   S-Video Cable                       30.00                50.00
TOTAL PRICE                                            $16,292.60      $24,950.00

</TABLE>


<PAGE>

<PAGE>


                                                              Reseller Agreement
                                                                     Page 8 of 8



                 ARTICLE VI INCORPORATION/ENTIRETY OF AGREEMENT


This Agreement  supersedes,  terminates and otherwise  renders null and void any
and all prior  written  and/or  oral  agreements  between the  Reseller  and the
Division with respect to the matters  hereinabove  expressly  set forth,  except
that  nothing  herein  contained  shall be  construed  as intended to relieve or
release  either  party from its  obligation  to make payment of any monies which
either  party  may  owe  to the  other  party.  This  Agreement  represents  and
incorporates the entire  understanding of the parties hereto with respect to the
matters herein expressly set forth and each party acknowledges that there are no
warranties, representations,  covenants or understandings of any kind, nature or
description  whatsoever made by either party to the other,  except as are herein
expressly set forth. This Agreement may be modified only be a written instrument
signed  by the  parties  to this  Agreement,  which  instrument  makes  specific
reference to this Agreement and the changes to be made hereto.


The Reseller hereby  warrants and represents that the individual  executing this
Agreement is duly authorized and empowered to bind the Reseller.  This Agreement
shall be subject to  acceptance  by the  Division  through its  execution in the
space provided below by an authorized representative only.


IN WITNESS WHEREOF, the parties have entered into this Agreement as of the dates
first above written.

                                   SONY BUSINESS AND PROFESSIONAL PRODUCTS GROUP
                                   A DIVISION OF
All Communications Corporation     SONY ELECTRONICS INC.
------------------------------
    (Name of Reseller)

By:  [SIGNATURE]                   By:     /s/ Douglas Rogers
   ----------------------------       -----------------------------------
     (Authorized Signature)               (Authorized Signature)


Print Name: [SIGNATURE]            Print Name: Douglas Rogers
          ---------------------               ---------------------------

*Title:      VP.                   Title:  National Sales Manager
       -------------------------         --------------------------------

Date of Acceptance:  5/14/96
                   ------------


*    EXECUTION OF THIS AGREEMENT: If the Reseller is a corporation, indicate the
     office of the person signing the Agreement on behalf of the corporation. If
     the  Reseller  is a  partnership,  the same  should  be signed by a general
     partner,  who should so indicate by use of the word "General  Partner".  If
     the Reseller is an individual proprietorship,  the same should be indicated
     by use of the title "Sole Proprietor".





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