The NEC Dealer Council met at TCA at the Wyndham Hotel in San Diego, California at 6:00 p.m. and discussed the following items:

1. National Account Prices on PBX's - Mike Christy has approached Vito Marrone to develop program.

Unresolved. NEC needs to furnish further information.

2. Agenda Development for General Association Meeting to be held 9/18/95.

A. Introduce new members.

B. 1995 Council accomplishments.

3. Add to NEC Management Meeting Agenda for 9/18/95:

A. Some dealers selling for resale.

B. Dealers are extremely concerned regarding distribution with quality and quantity of new dealers.

4. Only equity owners or president may serve as council members. Motion by Mike Fischer, seconded by Ron Brennan. Passed unanimously.

5. Elections. Runoff only used in event of tie. Then there will be a runoff between the two candidates that tied.

6. Annual Meeting changed to CTI Meeting each year. Motion by Mike Fisher, seconded by Steve Autor.

7. Redefined regional boundaries effective January 1, 1997. See Attachment.

8. After discussion, it was decided that Sheldon Allen remain as chairman of the 1400-2000 product committee.

9. Mike Ellis will represent the Dealer Council at User Group.

10. Discussion and adoption of Budget for 1996. (See Attachment showing balance of $27,473)

11. Estimated meetings for 1996 will be at CTI in March, Dallas in June, and at TCA in September.

Meeting adjourned at 9:00 p.m. Allen Wood, Jr. Secretary