AGREEMENT OF PURCHASE AND SALE

                             DEFINED TERMS

EFFECTIVE DATE:         April 22, 1996

BUYER:                  ASPECT TELECOMMUNICATIONS CORPORATION, a California
                        corporation

BUYER'S ADDRESS:        1730 Fox Drive
                        San Jose, California  95131-2312
                        Attn: Mr. Eric Keller
                        Telephone:  (408) 325-2200
                        Facsimile:  (408) 325-2261

SELLER:                 ANTHEM ELECTRONICS, INC., a Delaware corporation

SELLER'S ADDRESS:       1160 Ridder Park Drive
                        San Jose, CA 95131
                        Attn: Mr. Robert S. Throop
                        Telephone:  (408) 453-1200
                        Facsimile:  (408) 441-4500

                        With a Copy to:

                        Mr. Bill Carroll
                        Director of Real Estate
                        Arrow Electronics, Inc.
                        25 Hub Drive
                        Melville, NY  11747

REAL PROPERTY:          Those two (2) certain improved and unimproved real
                        property parcels consisting of respectively, (i)
                        98,353 square feet of improved property and (ii)
                        approximately four (4) acres of unimproved property and
                        both parcels commonly referred to as 1160 Ridder Park
                        Drive, San Jose, California, and more particularly
                        described in Exhibit A hereto.

PURCHASE PRICE:         $10,500,000.00

DEPOSIT:                $250,000.00

DUE DILIGENCE PERIOD:   Sixty (60) days from the Effective Date; provided, the
                        Due Diligence Period may be extended by Buyer for an
                        additional thirty (30) day period by giving Seller
                        written notice of such extension prior 
<PAGE>   2
                        to the expiration of the initial sixty (60) day period.

TITLE COMPANY and
ESCROW HOLDER:          First American Title Insurance Company

SCHEDULED CLOSING DATE:      No later than thirty (30) days following the
                             delivery of the Earnest Money Deposit to the
                             Escrow Holder

CLOSING COST ALLOCATIONS:

  - BUYER:    ALTA SURVEY                100%
              ENVIRONMENTAL AUDIT        100%

  - SELLER:   TITLE INSURANCE (ALTA)     100%
              TRANSFER TAXES             100%
              ESCROW FEES                100%


The foregoing Defined Terms are incorporated by reference into the attached
Agreement.

          BUYER (/s/ EK)             AND       SELLER  (/s/ RK) AGREE.
<PAGE>   3


                                TABLE OF CONTENTS

                                                                                      Page
                                                                                   
1.     Purchase and Sale of Property.................................................  1
       A.          Real Property.....................................................  1
       B.          Personal Property.................................................  1
       C.          Intangible Property...............................................  1

2.     Purchase Price................................................................  2
       A.          Earnest Money Deposit.............................................  2
       B.          Cash at Closing...................................................  2

3.     Seller's Due Diligence Deliveries.  ..........................................  2
       A.          Personal Property.................................................  2
       B.          Service Contracts.................................................  2
       C.          Records, Plans and Surveys........................................  3
       D.          Licenses, Permits and Warranties..................................  3
       E.          Insurance Policies................................................  3
       F.          Real Estate Tax Bills.............................................  3
       G.          Litigation........................................................  3
       H.          Other Material Documents..........................................  3

4.     Conditions Precedent..........................................................  4
       A.          Buyer's Conditions................................................  4
       B.          Seller's Conditions...............................................  5
       C.          Failure or Waiver of Conditions Precedent.........................  6

5.     Close of Escrow...............................................................  6
       A.          Seller's Deliveries into Escrow...................................  6
       B.          Buyer's Deliveries into Escrow....................................  7
       C.          Seller's Deliveries Outside of Escrow.............................  7
       D.          Escrow Holder's Duties............................................  8

6.     Covenants, Representations and Warranties.....................................  8
       A.          Seller's Covenants................................................  8
       B.          Seller's Representations and Warranties...........................  9
       C.          Buyer's Representations and Warranties............................ 11

7.     Closing Adjustments and Prorations............................................ 12
       A.          Closing Costs..................................................... 12
       B.          Real Estate Taxes................................................. 12
       C.          Utilities......................................................... 12
       D.          Calculations for Closing.......................................... 12
       E.          California Withholding Requirement................................ 13

8.     Casualty and Condemnation..................................................... 13
       A.          Material Casualty or Condemnation................................. 13
       B.          Immaterial Casualty or Condemnation............................... 14


                                       i
<PAGE>   4


                                TABLE OF CONTENTS

                                                                                      Page
                                                                                   
9.     Indemnification............................................................... 14

10.    Default by Buyer.............................................................. 14
       A.          Before Delivery of Earnest Money Deposit.......................... 14
       B.          After Delivery of Earnest Money Deposit........................... 14

11.    Default by Seller............................................................. 15

12.    Miscellaneous................................................................. 15
       A.          Leasing Commissions............................................... 15
       B.          Brokerage Commissions............................................. 15
       C.          No Liability...................................................... 16
       D.          Time of the Essence............................................... 16
       E.          Notices........................................................... 16
       F.          Attorneys' Fees................................................... 16
       G.          Successors and Assigns............................................ 16
       H.          Captions.......................................................... 17
       I.          Exhibits.......................................................... 17
       J.          Binding Effect.................................................... 17
       K.          Construction...................................................... 17
       L.          Counterparts...................................................... 17
       M.          Further Assurances................................................ 17
       N.          No Merger......................................................... 17
       O.          Governing Law..................................................... 17
       P.          Confidentiality................................................... 17
       Q.          Entire Agreement.................................................. 18

       EXHIBIT A - GRANT DEED
       EXHIBIT B - BILL OF SALE
       EXHIBIT C - ASSIGNMENT OF INTANGIBLE PROPERTY
       EXHIBIT D - NON-FOREIGN CERTIFICATE
       EXHIBIT E - CLOSING CERTIFICATE
       EXHIBIT F - LEASE
       EXHIBIT G - DEFINITION OF HAZARDOUS MATERIALS


                                       ii
<PAGE>   5
                                    AGREEMENT

            THIS AGREEMENT, dated as of the Effective Date, is made between
Seller and Buyer (and to the extent provided herein, Arrow (defined below)), who
for valuable consideration received, agree as follows:

            1. PURCHASE AND SALE OF PROPERTY. Seller agrees to sell and Buyer
agrees to purchase on the terms hereafter stated all of Seller's right, title
and interest in the following described property (collectively, "Property"):

                 A. Real Property. All the Real Property, together with the
            parking areas, improvements, fixtures (except Seller's trade
            fixtures), appurtenant easements, access rights, air, water and
            riparian rights, development rights, solar rights and all other
            tenements, privileges and appurtenances thereto (the improvements
            and fixtures shall be transferred in their current condition,
            reasonable wear and tear excepted);

                 B. Personal Property. All tangible personal property located
            in, on, arising out of and used in connection with the ownership or
            operation of the Real Property, including any uninterruptable power
            supply that the Property may have, all installed and uninstalled
            equipment, machinery, furnishings, landscaping, maintenance
            equipment and all building materials (including any granite tiles
            but not the tile containing the "eagle" logo of Seller, which logo
            shall be removed after the expiration of the Lease (defined below))
            ("Personal Property") (the term "Personal Property" shall not
            include office furniture, desk partitions, warehouse shelving or
            fork lifts of Seller); and

                 C. Intangible Property. Any and all intangible personal
            property arising out of or in connection with the ownership or
            operation of the Property, but not including the trademarks or
            tradenames of Seller or the right to use the Anthem name, the
            goodwill of Seller in connection therewith, all licenses, permits,
            certificates of occupancy and franchises issued by Federal, state or
            local municipal authorities relating to the use, maintenance,
            occupancy or operation of the Property, all plans, specifications
            and drawings relating to the construction of the improvements, all
            warranties, guaranties or sureties with respect thereto, any pending
            or future award made in condemnation or to be made in lieu thereof,
            any unpaid award for damage to the Property and any proceeds of
            insurance or claim or cause of action for damage, loss or injury of
            or to the Property (collectively, the "Intangible Property").

            2. PURCHASE PRICE. Subject to the closing adjustments and prorations
hereafter described, Buyer shall pay to Seller the Purchase Price for the
Property, in the following manner:

                                       1
<PAGE>   6
                 A. Earnest Money Deposit. At any time prior to the expiration
            of the Due Diligence Period, as such period may be extended as
            provided herein, and upon Buyer's approval or waiver of all of the
            conditions precedent set forth in Paragraph 4A of this Agreement,
            cash in an amount equal to the Deposit shall be deposited by Buyer
            with the Escrow Holder. Escrow Holder shall place such funds in an
            interest-bearing account. (The Deposit and all interest earned
            thereon shall hereinafter collectively be referred to as the
            "Earnest Money Deposit.") The Earnest Money Deposit shall be fully
            refundable to Buyer in the event of a default by Seller. Upon the
            Close of Escrow (as hereinafter defined), the Earnest Money Deposit
            shall be applied against the Purchase Price. Buyer shall bear the
            risk of loss of any money deposited in escrow until Close of Escrow.

                 B. Cash at Closing. On or before the Close of Escrow, Buyer
            shall deposit with Escrow Holder by federal wire transfer or
            cashier's check cash in an amount equal to the difference between
            the Purchase Price and the Earnest Money Deposit, plus or minus the
            closing adjustments and prorations.

            3. SELLER'S DUE DILIGENCE DELIVERIES. Seller shall endeavor to
deliver to Buyer within five (5) days from the date of this Agreement and in any
event as soon as practical the following documents ("Due Diligence Materials"),
ownership of which shall be deemed transferred from Seller to Buyer upon the
Close of Escrow:

                 A. Personal Property. A list of the Personal Property as of the
            opening of the escrow. In the event Seller acquires Personal
            Property the cost of which exceeds One Thousand ($1,000.00) per item
            after the opening of escrow, Seller shall notify Buyer in writing of
            such acquisition within five (5) days thereafter (but in any event
            before the Closing Date).

                 B. Service Contracts. A list and legible copies of all existing
            service, equipment, maintenance and construction contracts
            (collectively, "Service Contracts") and all proposed Service
            Contracts being negotiated.

                 C. Records, Plans and Surveys. A list and legible copies of all
            records relating to sample results from any well on the Property,
            toxic or hazardous waste investigations, any notices from government
            or public agencies with respect to the Property, any building plans
            and specifications (including "shop" drawings) and surveys
            respecting the Property and any environmental assessments or reports
            in Seller's possession.

                 D. Licenses, Permits and Warranties. A list and legible copies
            of all licenses and permits for the use and operation of the
            Property 

                                       2
<PAGE>   7
            and all warranties and guaranties with respect to the Property, any
            component thereof, any interest therein or any Service Contract.

                 E. Insurance Policies. A list briefly summarizing all hazard,
            rent loss, liability, worker's compensation and other insurance
            policies currently in effect with respect to the Property, and
            copies of all claims and settlements of Ten Thousand Dollars
            ($10,000.00) or more which are pending or which are related to
            conditions at the Property which still exist and have not been
            corrected.

                 F. Real Estate Tax Bills. Legible copies of the bills issued
            for the three (3) most recent tax years for all real estate taxes
            and personal property taxes and copies of all notices or documents
            for any assessments or bonds relating to the Property received
            within the last twelve (12) months.

                 G. Litigation. A list of all presently pending disputes,
            claims, actions, suits, legal proceedings, arbitrations or any other
            legal or administrative proceedings relating to the Property, which
            list shall describe in reasonable detail the current status of all
            such matters. A dispute or claim which is not yet the subject of
            formal legal proceedings shall be deemed to be "presently pending"
            hereunder five (5) days after Seller's receipt of any written notice
            thereof without receipt of a written notice of resolution from the
            other party to the dispute or making the claim acknowledging that
            such dispute has been settled or such claim satisfied. Seller shall
            notify Buyer within five (5) days after any additional dispute,
            claim or matter arises or is made or instituted.

                 H. Other Material Documents. Any other documents relating to
            the Property that a buyer of the Property might deem material to the
            purchase of the Property.

            4. CONDITIONS PRECEDENT

                 A. Buyer's Conditions. Buyer's obligation to purchase the
            Property shall be subject to and contingent upon the satisfaction or
            written waiver of the following conditions precedent (as determined
            solely by Buyer in its reasonable discretion):

                      (i) Buyer's inspection and approval during the Due
                 Diligence Period of all Due Diligence Materials, all records
                 and files of Seller relating to the Property and all physical,
                 environmental, geotechnical, legal and any other matters
                 relating to the Property (including zoning, land use and
                 similar public agency or governmental conditions or approvals
                 with respect to the ownership, operation and use of the
                 Property) as Buyer may, in Buyer's sole discretion, elect to
                 investigate; and, during the Due Diligence Period, Buyer shall
                 be permitted to make complete

                                       3
<PAGE>   8
                 physical, environmental, legal and such other reasonable and
                 necessary tests and inspections of the Property and to make and
                 remove copies of any and all records and files regarding the
                 Property; provided, such tests and inspections are to be
                 conducted in such a way as to minimize interference with
                 Seller's business conducted at the Property and may only be
                 conducted with Seller's prior authorization, not to be
                 unreasonably withheld or delayed. Subject to the foregoing,
                 Buyer or representatives of Buyer shall have reasonable access
                 to the Property during normal business hours.

                      (ii) Buyer shall have the opportunity to review and
                 approve during the Due Diligence Period a current preliminary
                 title report for the Property ("Title Report") together with a
                 copy of each of the documents noted as exceptions in the Title
                 Report and a current ALTA survey of the Property; provided,
                 within the Due Diligence Period, Buyer shall notify Seller of
                 any defects Buyer may, in its discretion, deem material (the
                 "Defects"). Seller shall have ten (10) days after Buyer informs
                 Seller of the Defects to notify Buyer in writing that Seller
                 will or will not correct any of the Defects. Seller may decide
                 to correct or not correct such Defects in its discretion. If
                 Seller decides not to correct any or all of the Defects, then,
                 within ten (10) days of receipt of such written notice from
                 Seller (and, if necessary, the Close of Escrow shall be
                 extended by the number of days necessary to give Buyer this
                 full ten-day period), Buyer shall have the option of
                 terminating this Agreement. In the event of such termination,
                 neither party shall have any further rights or obligations
                 under this Agreement. Notwithstanding the foregoing, Buyer
                 hereby objects to any title exceptions for delinquent tax
                 liens, liens evidencing any loan secured by the Property or any
                 mechanics' liens affecting the Property; and Seller agrees to
                 cause all such liens to be eliminated from title to the
                 Property, or sufficient bond shall be posted by Seller to cause
                 the Title Company to insure title to the Property without any
                 such lien as an exception to title, prior to the Close of
                 Escrow. The title exceptions approved by Buyer, and any other
                 exceptions which Buyer expressly approves in writing, shall be
                 referred to hereinafter as the "Permitted Exceptions".

                      (iii) The willingness of Title Company to issue, upon the
                 sole condition of the payment of its regularly scheduled
                 premium, an ALTA Owner's Form B1970 policy of title insurance,
                 with such endorsements as Buyer may reasonably require and with
                 such reinsurance or coinsurance as Buyer may require
                 (collectively, the "Title Policy"), insuring Buyer in the
                 amount of the Purchase Price that fee simple title to the Real
                 Property is vested in Buyer as of the Close of Escrow, subject
                 only to the standard printed conditions and exceptions and the
                 Permitted Exceptions.

                                       4
<PAGE>   9
                      (iv) Seller's performance of each and every covenant
                 required to be performed by Seller hereunder, and the truth and
                 correctness of each of Seller's representations and warranties
                 as set forth in Paragraph 6.B.

                      (v) Buyer shall have approved any material (in Buyer's
                 reasonable judgment) change to Seller's representations and
                 warranties reflected in the Closing Certificate (as defined in
                 Paragraph 5.A(vi)). Buyer shall have two (2) business days
                 following receipt of said certificate to approve or disapprove
                 any such changes (and if necessary, the Close of Escrow shall
                 be extended by the number of days necessary to give Buyer this
                 full two (2) business day period).

                      (vi) There shall have been no material adverse changes in
                 the physical condition of the Property or the financial
                 condition of the Seller.

                 B. Seller's Conditions. Seller's obligation to sell the
            Property shall be subject to and contingent upon Buyer's performance
            of each and every covenant required to be performed by Buyer
            hereunder and the truth and correctness of each of Buyer's
            representations and warranties, as set forth in Paragraph 6.C.

                 C. Failure or Waiver of Conditions Precedent. In the event any
            of the conditions set forth above in Paragraphs 4.A and 4.B are not
            fulfilled, waived or deemed waived (for any reason other than a
            default by either Buyer or Seller hereunder), this Agreement shall
            terminate, all rights and obligations hereunder of each party shall
            be at an end and the Earnest Money Deposit shall be returned to
            Buyer. Buyer or Seller may elect, at any time or times on or before
            the date specified for the satisfaction of the condition, to waive
            in writing the benefit of any of their respective conditions set
            forth in Paragraph 4.A or Paragraph 4.B above, as applicable.
            Buyer's failure to notify Seller in writing of the satisfaction of
            the condition set forth in Paragraph 4.A on or before the date
            specified for satisfaction shall be deemed to constitute a failure
            of such condition. In any event, Buyer's and Seller's consent to the
            Close of Escrow shall waive any remaining unfulfilled conditions
            (but such waiver shall not be deemed to waive any breach of any
            representation, warranty or covenant made by either party to this
            Agreement.)

            5. CLOSE OF ESCROW. Concurrently herewith, Seller and Buyer shall
open an escrow (the "Escrow") with Escrow Holder for the purchase and sale
contemplated by this Agreement. Buyer and Seller agree that such escrow shall be
closed and the purchase and sale shall be consummated (the "Close of Escrow") on
or before the Scheduled Closing Date in the following manner:

                                       5
<PAGE>   10
                 A. Seller's Deliveries into Escrow. Prior to the Close of
            Escrow, Seller shall deliver or cause to be delivered to the Escrow
            the following (all documents shall be duly executed by Seller and
            shall be acknowledged where required):

                      (i) A grant deed to the Real Property in the form of, and
                 upon the terms and conditions contained in, Exhibit A attached
                 hereto (the "Deed");

                      (ii) A bill of sale ("Bill of Sale") with respect to the
                 Personal Property in the form of, and upon the terms and
                 conditions contained in, Exhibit B attached hereto;

                      (iii) A duplicate original of an assignment of Seller's
                 interest in the Intangible Property ("Assignment of Intangible
                 Property") selected by and acceptable to Buyer in the form of,
                 and upon the terms and conditions contained in, Exhibit C
                 attached hereto;

                      (iv) A certificate ("Non-Foreign Certificate") from Seller
                 certifying that Seller is not a "foreign person" within the
                 meaning of Section 1445(f)(3) of the Internal Revenue Code in
                 the form of, and upon the terms and conditions contained in,
                 Exhibit D attached hereto and a California Form 590;

                      (v) A duplicate original of the Standard
                 Industrial/Commercial Single-Tenant Lease-Net ("Lease") in the
                 form of, and upon the terms and conditions contained in,
                 Exhibit F attached hereto, including the term of the Lease
                 which will end on the date fifteen (15) months from the last
                 day of the month in which the Close of Escrow takes place;

                      (vi) A certificate in the form attached hereto as Exhibit
                 E ("Closing Certificate") which shall recite each
                 representation and warranty of Seller and Arrow Electronics,
                 Inc. ("Arrow") set forth in Paragraph 6.B, and which certifies
                 that each such representation and warranty is true as of the
                 Close of Escrow, or sets forth any reason any such
                 representation or warranty is not true; and

                      (vii) Seller's written escrow instructions to close Escrow
                 in accordance with the terms of this Agreement.

                 B. Buyer's Deliveries into Escrow. Prior to the Close of
            Escrow, Buyer shall deliver to the Escrow the following:

                      (i) The Purchase Price plus or minus closing adjustments
                 and prorations;

                                       6
<PAGE>   11
                      (ii) Duplicate originals, duly executed by Buyer, of the
                 Assignment of Intangible Property and Lease; and

                      (iii) Buyer's written instructions to close Escrow in
                 accordance with the terms of this Agreement.

                 C. Seller's Deliveries Outside of Escrow. Upon the Close of
            Escrow, Seller shall deliver or shall have previously delivered to
            Buyer the following items:

                      (i) Copies of the Service Contracts which affect the
                 Property, together with an affidavit of Seller that such copies
                 constitute true, correct and complete copies of such contracts;

                      (ii) Originals of all governmental licenses, permits and
                 approvals relating to the occupancy or use of the Real Property
                 in the possession of Seller; and

                      (iii) The originals of all other Due Diligence Materials.
 
                 D. Escrow Holder's Duties. On the Close of Escrow, Escrow
            Holder shall effect the same by:

                      (i) Recording all documents as may be necessary to clear
                 title in accordance with the requirements of this Agreement;

                      (ii) Recording the Deed and instructing the county
                 recorder not to affix the amount of any documentary or transfer
                 taxes to the Deed but to attach a separate statement to the
                 Deed after recording;

                      (iii) Paying all closing costs and making all prorations
                 in accordance with the terms of this Agreement and a statement
                 of adjustments and prorations prepared by Buyer and Seller and
                 delivered to Escrow Holder prior to the Close of Escrow;

                      (iv) Delivering to Buyer the Title Policy, Escrow Holder's
                 certified closing statement and an original of each of the Bill
                 of Sale, Assignment of Intangible Property, Lease, Non-Foreign
                 Certificate and Closing Certificate; and

                      (v) Delivering to Seller the Purchase Price, plus or minus
                 closing adjustments and prorations, Escrow Holder's certified
                 closing statement and an original of each of the Assignment of
                 Intangible Property and Lease.

            6. COVENANTS, REPRESENTATIONS AND WARRANTIES
 
                 A. Seller's Covenants. Seller hereby covenants and agrees that
            during the period from the date of this Agreement through the Close
            of Escrow (the "Contract Period"):

                                       7
<PAGE>   12
                      (i) Seller shall not make any alterations to the Property
                 (except such non-structural alterations allowed by the terms of
                 the Lease or as required by law or governmental order, or in
                 the event of an emergency) and Seller shall notify Buyer
                 promptly upon becoming aware of any damage, destruction, repair
                 or replacement of any part of the Property;

                      (ii) Seller shall not cause or allow to be recorded any
                 encumbrance, lien, deed of trust, easement or the like against
                 the title to the Property, without the express prior written
                 consent of Buyer;

                      (iii) Seller will maintain Seller's insurance and operate
                 and maintain the Property in a manner consistent with Seller's
                 past practices;

                      (iv) Seller shall not modify or terminate any of the
                 licenses, permits or other governmental approvals or any
                 warranties pertaining to the Property;

                      (v) Seller shall not, without notice and Buyer's prior
                 written consent, enter into any lease or other occupancy
                 agreement pertaining to the Property or accept rent from any
                 person or entity;

                      (vi) Seller shall not alter or remove any Personal
                 Property unless the same is replaced with Personal Property of
                 the same or similar quality and quantity; and

                      (vii) Seller shall withdraw the Property from the market
                 and refrain from offering the Property for sale to any other
                 party and terminate all negotiations for any such sale with any
                 party other than Buyer.

                 B. Seller's Representations and Warranties. Seller and Arrow,
            the parent of Seller, hereby represent and warrant to Buyer as
            follows:

                      (i) Seller and Arrow have full power and authority to
                 enter into this Agreement and any other documents contemplated
                 by this Agreement and to assume and perform all of Seller's and
                 Arrow's respective obligations hereunder; the persons executing
                 this Agreement and any other documents contemplated by this
                 Agreement on behalf of Seller and Arrow have been authorized
                 and empowered to bind Seller and Arrow thereto; and this
                 Agreement is, and each instrument and document to be executed
                 by Seller and Arrow hereunder shall be, a valid, legally
                 binding obligation of Seller and Arrow, respectively,
                 enforceable against Seller and Arrow in accordance with its
                 terms;

                                       8
<PAGE>   13
                      (ii) Neither the execution and delivery of this Agreement
                 and the instruments and documents referenced herein nor the
                 consummation of the transaction contemplated herein conflict
                 with or result in the material breach of any terms, conditions
                 or provisions of any contract or other agreement or instrument
                 to which Seller or Arrow is a party or which affects the
                 Property; and no consent of any lender, partner, shareholder,
                 beneficiary, creditor, investor, judicial or administrative
                 body, governmental authority or other party is required which
                 has not already been obtained; and all loans, extensions of
                 credit or other accommodations secured by the Property or any
                 interest therein shall be paid upon the Close of Escrow from
                 Seller's proceeds and the Property shall be released from any
                 liens securing the same;

                      (iii) There are no leases, subleases or other occupancy
                 agreements relating to the Property except the Lease. There are
                 no unpaid leasing commissions, fees or lease assumptions
                 presently due, or which will become due and payable, under any
                 lease relating to the Property;

                      (iv) To the best of Seller's and Arrow's knowledge, after
                 due inquiry:

                           (a) There are no eminent domain proceedings for the
                      condemnation of the Real Property pending or contemplated;

                           (b) There is no pending or threatened litigation,
                      proceedings or governmental action which would affect the
                      Real Property;

                           (c) Seller has not received notice that (i) the
                      improvements located on the Real Property are in violation
                      of any applicable building codes, (ii) there exists any
                      condition pertaining to the Property which, with the
                      passage of time or the giving of notice, would constitute
                      such a violation or (iii) Seller's use of the Real
                      Property is in violation of any applicable zoning, land
                      use or other law, order, ordinance or regulation affecting
                      the Real Property;

                           (d) There are no defaults or breaches under the terms
                      and provisions of the Service Contracts; and there are no
                      employment contracts, union contracts, labor agreements,
                      pension plans, profit sharing plans or employee benefit
                      plans relating to the Property which will be binding upon
                      or be obligations of Buyer after the Close of Escrow;

                           (e) There has been no presence, generation, disposal,
                      use, transportation or storage on, under or about the
                      Property of any Hazardous Materials (as defined in

                                       9
<PAGE>   14
                      Exhibit G attached to this Agreement and incorporated
                      herein), except Seller has verbally disclosed to Buyer
                      that Seller uses inks and solvents incidental to the
                      programming and reprogramming of semi-conductors at the
                      Property, which inks and solvents may be Hazardous
                      Materials. Such inks and solvents have been used, stored,
                      disposed of and transported in accordance with the laws
                      relating to Hazardous Materials set forth on Exhibit G.
                      There is no and has not been any proceeding or inquiry by
                      a governmental or quasi-governmental authority with
                      respect thereto or any violations of any applicable
                      federal, state or local law with respect to Hazardous
                      Materials;

                      (f) The Due Diligence Materials are true, correct and
                      complete;

                      (g) The Property does not have any material physical,
                      mechanical or electrical defects, including, without
                      limitation, defects or deficiencies in the heating, air
                      conditioning, plumbing and other mechanical or electrical
                      apparatus located on or used within the Property or in the
                      roof, exterior walls or structural components of the
                      improvements located thereon; and

                      (h) Seller is the legal title holder of the Property and
                      has good, marketable and insurable title thereto free and
                      clear of all liens and encumbrances except the Permitted
                      Exceptions and as disclosed in the Title Report and the
                      ALTA survey of the Property; and none of the easements,
                      covenants or restrictions contained in any instruments of
                      record affecting the Property have been violated.

                 C. Buyer's Representations and Warranties. Buyer hereby
            represents and warrants to Seller that Buyer has full power and
            authority to enter into this Agreement and any other documents
            contemplated by this Agreement and to assume and perform all of
            Buyer's obligations hereunder; the persons executing this Agreement
            and any other documents contemplated by this Agreement on behalf of
            Buyer have been authorized and empowered to bind Buyer thereto; and
            this Agreement is, and each instrument and document to be executed
            by Buyer hereunder shall be, a valid, legally binding obligation of
            Buyer enforceable against Buyer in accordance with its terms.
            Pursuant to Paragraph 4.A(i) of this Agreement, Buyer shall perform
            its own inspections of the Property.

            7. CLOSING ADJUSTMENTS AND PRORATIONS. The adjustments and
prorations set forth below shall be made at the Close of Escrow. For the
purposes of this Paragraph 7, the term "Proration Date" shall be defined as
11:59 p.m. on the day preceding the Close of Escrow.

                                       10
<PAGE>   15
                 A. Closing Costs. Seller and Buyer shall pay the Closing Costs
            identified above. All other closing costs incurred in connection
            with this transaction shall be apportioned in accordance with local
            custom.

                 B. Real Estate Taxes. All real and personal property taxes,
            installments of bonds and special taxes and assessments attributable
            to the Property shall be prorated as of the Proration Date based on
            a 365-day year and the assessed value of the Property in effect at
            the Close of Escrow. Seller shall pay all such real estate taxes,
            assessments, installments and special taxes attributable to periods
            through and including the Proration Date. If at any time after the
            Proration Date additional or supplemental real estate taxes, are
            assessed against the Property by reason of any event occurring prior
            to the Proration Date, or there is any rebate of such taxes, Buyer
            and Seller shall promptly re-prorate such taxes, and any amounts due
            from one party to the other shall be paid in cash at that time.

                 C. Utilities. Seller shall pay, through and including the
            Proration Date, and after the Close of Escrow as lessee under the
            Lease, all utility charges attributable to the Property.

                 D. Calculations for Closing. Seller and Buyer shall provide
            Escrow Holder with a preliminary calculation of prorations no later
            than three (3) days prior to the Proration Date and a final
            calculation no later than one (1) day prior to the Proration Date.
            The final calculation shall be executed by each party and may be
            relied upon by Escrow Holder in completing the closing adjustments
            and prorations. In the event incomplete information is available, or
            estimates have been utilized to calculate prorations as of the
            Proration Date, any prorations relating thereto shall be further
            adjusted and completed outside of Escrow within sixty (60) days
            after the Proration Date or as and when complete information becomes
            available to Buyer and Seller. Any adjustments to initial estimated
            prorations which are required upon review of such complete
            information shall be made by Buyer and Seller, with due diligence
            and cooperation, by prompt cash payment to the party entitled to a
            credit as a result of such adjustments. Any errors or adjustments in
            calculations of the foregoing adjustments shall be corrected or
            adjusted as soon as practicable after the Close of Escrow; provided,
            however, the provisions hereof shall survive the Close of Escrow for
            not more than eighteen (18) months after the Close of Escrow.

                 E. California Withholding Requirement. As a further condition
            precedent to the Close of Escrow, Seller and, if appropriate, Arrow
            shall deliver to Title Company: (i) in the event Seller's permanent
            place of business is located in California or Seller is a resident
            of California, a completed and executed California Form 590
            "Certificate of California Residence (Individuals) or Permanent
            Place of Business (Corporation)" certifying, among other things,
            that Seller's permanent place of business is located in California
            or Seller is a resident of California or (ii) in the event Seller's
            permanent

                                       11
<PAGE>   16
            place of business is not located in California or Seller is not a
            resident of California, a completed and executed California Form
            597, certifying, among other things, that Seller's permanent place
            of business is not located in California or Seller is not a resident
            of California. In the event subparagraph (ii) is applicable to
            Seller, Seller acknowledges and agrees that Title Company shall (a)
            be entitled to withhold from Seller an amount equal to three and
            one-third percent (3-1/3%) of the Purchase Price, and (b) pay such
            withheld amounts to the Franchise Tax Board of California within
            twenty (20) days following the Close of Escrow.

            8. CASUALTY AND CONDEMNATION

                 A. Material Casualty or Condemnation. If prior to Close of
            Escrow (i) the Property shall sustain damage caused by fire or other
            casualty which (a) would cost in excess of an amount equal to the
            Deposit to repair or replace, or (b) would take more than sixty (60)
            days from the date of damage or destruction to repair or replace, or
            (ii) if a taking or condemnation of any portion of the Property has
            occurred or is threatened which would materially adversely affect
            the Property or would materially and negatively affect the aesthetic
            quality of, or any access to, the Property, Buyer may, at its
            option, terminate this Agreement within five (5) days after receipt
            of written notice of such event (and, if necessary, the Close of
            Escrow shall be extended by the number of days necessary to give
            Buyer this full five-day (5-day) period). If Buyer does not provide
            said termination notice within such period, the Close of Escrow
            shall take place as provided herein with a credit against the
            Purchase Price in an amount equal to the difference between any
            insurance proceeds or condemnation awards actually received by Buyer
            on account of such occurrence and the cost of repair or replacement,
            in the event of a casualty, or the diminution in value of the
            Property by reason of a taking.

                 B. Immaterial Casualty or Condemnation. If prior to Close of
            Escrow the Property shall sustain damage caused by fire or other
            casualty which is not described in Paragraph 8.A, or a taking or
            condemnation has occurred, or is threatened, which is not described
            in Paragraph 8.A, the Close of Escrow shall take place as provided
            in this Agreement with a credit against the Purchase Price equal to
            the difference between any insurance proceeds or condemnation awards
            actually received by Buyer on account of such occurrence and the
            cost of repair and replacement (if not already performed and paid by
            Seller), in the event of a casualty, or the diminution in value of
            the Property by reason of a taking. At Close of Escrow, Seller shall
            assign to Buyer all rights or interest in and to any insurance
            proceeds or condemnation awards which may be due to Seller on
            account of any such occurrence; provided Seller may recoup from such
            proceeds any reasonable and

                                       12
<PAGE>   17
            documented sums expended by Seller in repairing damage or replacing
            damaged property.

            9. INDEMNIFICATION. Each party hereto, including Arrow, shall
indemnify and hold harmless the other party (with counsel acceptable to such
party) from and against any loss, cost, expense, claim, demand, liabilities or
damages, including reasonable attorneys' fees, attributable to any breach or
default by such party of any of its representations, warranties or covenants
contained in this Agreement. Buyer agrees to indemnify Seller and hold Seller
harmless from all costs, expenses, losses and claims arising directly from
Buyer's activities at the Real Property during the Due Diligence Period.

            10. DEFAULT BY BUYER.

                 A. BEFORE DELIVERY OF EARNEST MONEY DEPOSIT. Except as set
            forth in the last sentence of Paragraph 9, in the event of a default
            by Buyer under this Agreement prior to delivery of the Earnest Money
            Deposit to Escrow Holder, neither party shall have any further
            rights or obligations hereunder except to a return of those
            documents or other items previously delivered to the other party.

                 B. AFTER DELIVERY OF EARNEST MONEY DEPOSIT. ONLY AFTER THE
            EARNEST MONEY DEPOSIT IS DELIVERED BY BUYER TO ESCROW HOLDER, IN THE
            EVENT OF THE FAILURE TO CLOSE ESCROW DUE TO DEFAULT BY BUYER IN THE
            PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, SELLER SHALL HAVE THE
            RIGHT TO TERMINATE THIS AGREEMENT FORTHWITH AND NEITHER PARTY SHALL
            HAVE FURTHER OBLIGATIONS TO THE OTHER HEREUNDER EXCEPT SELLER'S
            RIGHT TO OBTAIN IMMEDIATE DISBURSEMENT OF AND TO RETAIN THE EARNEST
            MONEY DEPOSIT. SUCH RETENTION OF THE EARNEST MONEY DEPOSIT IS
            INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. SAID AMOUNT
            SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF
            THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER
            REMEDIES AT LAW OR EQUITY BEING HEREIN EXPRESSLY WAIVED BY SELLER.
            THE PARTIES ACKNOWLEDGE THAT THE ACTUAL DAMAGES WHICH WOULD RESULT
            TO SELLER AS A RESULT OF SUCH FAILURE WOULD BE EXTREMELY DIFFICULT
            TO ESTABLISH. IN ADDITION, BUYER DESIRES TO HAVE A LIMITATION PUT
            UPON ITS POTENTIAL LIABILITY TO SELLER IN THE EVENT THAT THIS
            TRANSACTION SHALL FAIL TO CLOSE. BY PLACING THEIR RESPECTIVE
            INITIALS IN THE SPACES HEREINAFTER PROVIDED, THE PARTIES ACKNOWLEDGE
            THAT, AFTER THE EARNEST MONEY DEPOSIT IS DELIVERED BY BUYER TO
            ESCROW HOLDER, UPON A DEFAULT BY BUYER UNDER THE TERMS OF THIS
            AGREEMENT, SELLER SHALL ONLY BE ENTITLED TO LIQUIDATED DAMAGES IN
            THE AMOUNT OF THE EARNEST MONEY DEPOSIT.

                        BUYER (/s/ EK)      AND SELLER  (/s/ RK) AGREE.

            11. DEFAULT BY SELLER. In the event of a default by Seller and/or
Arrow under this Agreement, Buyer shall have the right to pursue any remedy

                                       13
<PAGE>   18

available to Buyer at law or equity, including, without limitation, specific
performance of this Agreement and consequential damages.

            12. MISCELLANEOUS

                 A. Leasing Commissions. Seller shall indemnify and hold Buyer
            harmless from any leasing commissions payable in connection with any
            leases affecting the Property. With respect to the Lease, each party
            hereby agrees to indemnify and defend the other (by counsel
            acceptable to the party seeking indemnification) against and hold
            the other harmless from and against any and all loss, damage,
            liability or expense, including costs and reasonable attorneys' fees
            resulting from any claims for Real Estate Compensation (defined
            below) by any person or entity based upon such acts.

                 B. Brokerage Commissions. Each party to this Agreement warrants
            to the other that no person or entity can properly claim a right to
            a real estate commission, finder's fee or other real estate
            brokerage type compensation (collectively, "Real Estate
            Compensation") based upon the acts of that party with respect to the
            transaction contemplated by this Agreement. Each party hereby agrees
            to indemnify and defend the other (by counsel acceptable to the
            party seeking indemnification) against and hold the other harmless
            from and against any and all loss, damage, liability or expense,
            including costs and reasonable attorneys' fees, resulting from any
            claims for Real Estate Compensation by any person or entity based
            upon such acts.

                 C. No Liability. Seller agrees that, except for the Lease,
            Buyer shall have no liability as a successor in interest for any
            contracts or agreements entered into by Seller in connection with
            its ownership or operation of the Property or the use, occupancy or
            construction of the improvements located thereon, including, but not
            limited to, the Service Contracts; and Seller shall fully perform
            all of its commitments and obligations under any such contracts and
            agreements and shall indemnify and defend Buyer against (by counsel
            acceptable to Buyer) and hold Buyer harmless from any and all
            losses, costs, damages, liabilities and expenses, including, without
            limitation, reasonable counsel fees, brokerage commissions and lease
            assumptions under any leases affecting the Property.

                 D. Time of the Essence. Time is of the essence of every
            provision of this Agreement.

                 E. Notices. Whenever Escrow Holder or any party hereto shall
            desire to give or serve upon the other any notice, demand, request
            or other communication, each such notice, demand, request or other
            communication shall be in writing and shall be given or served upon
            the other party by personal service or by certified, registered or
            Express United States Mail, or Federal Express or other nationally
            recognized

                                       14
<PAGE>   19
            commercial courier, postage prepaid, addressed as set forth above.
            Any such notice, demand, request or other communication shall be
            deemed to have been received upon the earlier of personal delivery
            thereof or three (3) business days after having been mailed as
            provided above, as the case may be.

                 F. Attorneys' Fees. If Buyer or Seller is required to employ
            counsel to enforce any of the terms of this Agreement or for damages
            by reason of any alleged breach of this Agreement or for a
            declaration of rights hereunder or to enforce the judgment of any
            judicial or quasi-judicial body with respect to the terms of this
            Agreement, the prevailing party shall be entitled to recover its
            reasonable attorneys' fees and court costs incurred.

                 G. Successors and Assigns. This Agreement shall be binding upon
            the heirs, executors, administrators, successors and assigns of
            Seller, Arrow and Buyer; neither Buyer, Arrow nor Seller shall have
            the right to assign its respective rights hereunder to any party.

                 H. Captions. Paragraph titles or captions contained herein are
            inserted as a matter of convenience and for reference, and in no way
            define, limit, extend or describe the scope of this Agreement.

                 I. Exhibits. All exhibits attached hereto shall be incorporated
            herein by reference as if set out herein in full.

                 J. Binding Effect. Regardless of which party prepared or
            communicated this Agreement, this Agreement shall be of binding
            effect between Buyer and Seller only upon its execution by an
            authorized representative of each such party.

                 K. Construction. The parties acknowledge that each party and
            its counsel have reviewed and revised this Agreement and that the
            normal rule of construction to the effect that any ambiguities are
            to be resolved against the drafting party shall not be employed in
            the interpretation of this Agreement or any amendment or exhibits
            hereto.

                 L. Counterparts. This Agreement may be executed in several
            counterparts, each of which shall be an original, but all of such
            counterparts shall constitute one such Agreement.

                 M. Further Assurances. Buyer and Seller shall make, execute,
            and deliver such documents and undertake such other and further acts
            as may be reasonably necessary to carry out the intent of the
            parties hereto.

                 N. No Merger. The delivery of the Deed and any other documents
            and instruments by Seller and the acceptance and recordation thereof
            by Buyer shall not effect a merger, and the covenants,
            representations and 

                                       15
<PAGE>   20
            warranties by Seller, Arrow and Buyer shall survive the Close of
            Escrow for a period of twenty-four (24) months.

                 O. Governing Law. This Agreement shall be governed by, and
            construed in accordance with, the laws of the State wherein the Real
            Property is located.

                 P. Confidentiality. No party to this Agreement shall disclose
            to any third party (except their respective attorneys, accountants
            and/or other financial advisors) any information, data, idea, report
            or document which relates to the Property or the acquisition and/or
            sale of the Property and each party agrees to keep all such matters
            confidential until the consummation of the transactions contemplated
            by this Agreement.

                 Q. Entire Agreement. This Agreement embodies the entire
            agreement between Buyer, Seller and Arrow in connection with this
            transaction. This Agreement cannot be modified except in writing
            signed by all parties.

            IN WITNESS WHEREOF, Buyer, Seller and Arrow have executed and
delivered this Agreement as of the Effective Date.

                                  S E L L E R:

                                  ANTHEM ELECTRONICS, INC., A DELAWARE
                                  CORPORATION

                                  By: /s/ Robert Klatell
                                      _______________________________
                                      Its: Exec. V.P.

                                  By: /s/ Gregory Tarpinian
                                      _______________________________
                                      Its: Attorney

                                  B U Y E R:

                                  ASPECT TELECOMMUNICATIONS CORPORATION, A
                                  CALIFORNIA CORPORATION

                                  By: /s/ James R. Carreker
                                      _______________________________
                                      Its: Chairman and CEO

                                       16
<PAGE>   21
                                  By: /s/ Eric J. Keller
                                      _______________________________
                                      Its: Vice President

            Arrow hereby executes this Agreement of Purchase and Sale for the
purpose of (i) making those representations and warranties set forth herein to
which Arrow has made to Buyer and (ii) agreeing to and acknowledging those other
provisions herein in which Arrow is referenced or otherwise been made a part
thereof.

                                  ARROW ELECTRONICS, INC., A DELAWARE
                                  CORPORATION

                                  By: /s/ Robert Klatell
                                      _______________________________
                                      Its: Exec. V.P.

                                  By: /s/ Gregory Tarpinian
                                      _______________________________
                                      Its: Attorney

                                       17

Source: OneCLE Business Contracts.