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EXHIBIT (10)(V)

                                 SYNTELLECT INC.
                         NONEMPLOYEE DIRECTOR STOCK PLAN
                       (AS AMENDED THROUGH AUGUST 6, 2002)


                 ARTICLE I ESTABLISHMENT, PURPOSE, AND DURATION

         1.1.     Establishment of the Plan. Syntellect Inc. a Delaware
corporation, hereby establishes the Syntellect Inc. Nonemployee Director Stock
Plan (the "Plan") for the benefit of its Nonemployee Directors. The Plan sets
forth the terms of one-time and annual grants of Nonqualified Stock Options to
Nonemployee Directors. All such grants are subject to the terms and provisions
set forth in this Plan.

         1.2.     Purpose of the Plan. The purpose of the Plan is to encourage
ownership in the Company by Nonemployee Directors, to strengthen the ability of
the Company to attract and retain the services of experienced and knowledgeable
individuals as Nonemployee Directors of the Company, and to provide Nonemployee
Directors with a further incentive to work for the best interests of the Company
and its shareholders.

         1.3.     Effective Date. The Plan is effective as of the date approved
by the Company's shareholders (the "Effective Date"). The Plan will be deemed to
be approved by the shareholders if it receives the affirmative vote of the
holders of a majority of the shares of stock of the Company present, or
represented, and entitled to vote at a meeting duly held in accordance with the
applicable provisions of the Delaware General Corporation Law and the Company's
By-Laws and Certificate of Incorporation. Any Awards granted under the Plan
prior to shareholder approval are effective when made, but no Award may be
exercised or settled before shareholder approval. If the shareholders fail to
approve the Plan, any Award previously made shall be automatically cancelled
without any further act.

         1.4.     Duration of the Plan. The Plan shall remain in effect until
such time as the Plan is terminated by the Board of Directors pursuant to
Article 7 or Section 8.4.


                     ARTICLE 2 DEFINITIONS AND CONSTRUCTION

         2.1.     Definitions. For purposes of the Plan, the following terms
will have the meanings set forth below:

                  (a)      "Award" means a grant of Nonqualified Stock Options
                  under the Plan.

                  (b)      "Board" or "Board of Directors" means the Board of
                  Directors of the Company, and includes any committee of the
                  Board of Directors designated by the Board to administer this
                  Plan.

                  (c)      "Change of Control" means and includes each of the
                  following:

                           (1)      there shall be consummated any consolidation
                  or merger of the Company in which the Company is not the
                  continuing or surviving entity, or pursuant to which Stock
                  would be converted into cash, securities or other property,
                  other than a merger of the Company in which the holders of the
                  Company's Stock immediately prior to the merger have the same
                  proportionate ownership of beneficial interest of common stock
                  or other voting securities of the surviving entity immediately
                  after the merger;

                           (2)      there shall be consummated any sale, lease,
                  exchange or other transfer (in one transaction or a series of
                  related transactions) of assets or earning power aggregating
                  more than 40% of the assets or earning power of the Company
                  and its subsidiaries (taken as a whole);

                           (3)      the shareholders of the Company shall
                  approve any plan or proposal for liquidation or dissolution of
                  the Company;

                           (4)      any person (as such term is used in Section
                  13(d) and 14(d)(2) of the Exchange Act), other than any
                  employee benefit plan of the Company or any subsidiary of the
                  Company or any entity holding shares of capital stock of the
                  Company for or pursuant to the terms of any such employee
                  benefit plan in its role as an agent or trustee for such plan,
                  shall become the beneficial
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                  owner (within the meaning of Rule 13d-3 under the Exchange
                  Act) of 20% or more of the Company's outstanding Stock; or

                           (5)      during any period of two consecutive years,
                  individuals who at the beginning of such period shall fail to
                  constitute a majority thereof, unless the election, or the
                  nomination for election by the Company's shareholders, of each
                  new director was approved by a vote of at least two-thirds of
                  the directors then still in office who were directors at the
                  beginning of the period.

                  (d)      "Code" means the Internal Revenue Code of 1986, as
         amended from time to time.

                  (e)      "Committee" means the committee appointed by the
         Board to administer the Plan.

                  (f)      "Company" means Syntellect Inc., a Delaware
         corporation, or any successor as provided in Section 8.3.

                  (g)      "Disability" means a permanent and total disability,
         within the meaning of Section 22(e)(3) of the Code. To the extent
         permitted pursuant to Section 16 of the Exchange Act, Disability shall
         be determined by the Board in good faith, upon receipt of sufficient
         competent medical advice from one or more individuals, selected by the
         Board, who are qualified to give professional medical advice.

                  (h)      "Exchange Act" means the Securities Exchange Act of
         1934, as amended from time to time, or any successor provision.

                  (i)      "Fair Market Value" means the closing price for
         Shares on the relevant date, or (if there were no sales on such date)
         the closing price on the immediately preceding date on which such sales
         occurred, as reported in The Wall Street Journal or a similar
         publication selected by the Committee.

                  (j)      "Grant Date" means, for Options issued under Section
         6.1, the third business day after the date the Nonemployee Director is
         elected or appointed to the Board of Directors, and for Options issued
         under Section 6.2, June 1, 1995 and each anniversary of that date.

                  (k)      "Nonemployee Director" means any individual who is a
         member of the Board of Directors of the Company, but who is not
         otherwise an employee of the Company.

                  (l)      "Nonqualified Stock Option" or "NQSO" means an option
         to purchase Shares, granted under Article 6, that is not intended to be
         an incentive stock option qualifying under Section 422 of the Code.

                  (m)      "Option" means a Nonqualified Stock Option granted
         under the Plan.

                  (n)      "Participant" means a Nonemployee Director of the
         Company who has been granted an Award under the Plan.

                  (o)      "Shares" means the shares of the Company's common
         stock described in the Company's Certificate of Incorporation.

         2.2.     Gender and Number. Except as indicated by the context, any
masculine term also shall include the feminine, the plural shall include the
singular, and the singular shall include the plural.

         2.3.     Severability of Provisions. With respect to persons subject to
Section 16 of the Exchange Act, transactions under this Plan are intended to
comply with all applicable conditions of Rule 16b-3 or its successors under the
Exchange Act. To the extent any provision of the Plan or action by the Board
fails to so comply, it shall be deemed null and void, to the extent permitted by
law and deemed advisable by the Board, and the remaining provisions of the Plan
or actions by Board shall be construed and enforced as if the invalid provision
or action had not been included or undertaken.

         2.4.     Incorporation by Reference. In the event this Plan does not
include a provision required by Rule 16b-3 to be stated herein, such provision
(other than one relating to eligibility requirements or the price and amount of
Awards) shall be deemed automatically to be incorporated by reference herein,
insofar as Participants subject to Section 16 of the Exchange Act are concerned.



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                            ARTICLE 3 ADMINISTRATION

         3.1.     The Committee. The Plan will be administered by the Committee,
subject to the restrictions set forth in the Plan.

         3.2.     Administration by the Committee. The Committee has the full
power, discretion, and authority to interpret and administer the Plan in a
manner that is consistent with the Plan's provisions. However, the Committee
does not have the power to (i) determine Plan eligibility, or to determine the
number, the price, the vesting period, or the timing of Awards to be made under
the Plan to any individual Participant or (ii) take any action that would result
in the Awards not being treated as "formula awards" within the meaning of Rule
16b3(c)(ii) or any successor provision, promulgated pursuant to the Exchange
Act.

         3.3.     Decisions Binding. The Committee's determinations and
decisions under the Plan, and all related orders or resolutions of the Board
shall be final, conclusive, and binding on all persons, including the Company,
its stockholders, employees, Participants, and their estates and beneficiaries.


                      ARTICLE 4 SHARES SUBJECT TO THE PLAN

         4.1.     Number of Shares. The total number of Shares available for
grant under the Plan may not exceed 150,000, subject to adjustment as provided
in Section 4.3. The Shares issued pursuant to the exercise of Options granted
under the Plan may be authorized and unissued Shares or Shares reacquired by the
Company, as determined by the Committee.

         4.2.     Lapsed Awards. If any Option granted under the Plan
terminates, expires, or lapses for any reason, any Shares subject to purchase
pursuant to such Option again will be available for grant under the Plan.

         4.3.     Adjustments in Authorized Shares. In the event of any merger,
reorganization, consolidation, recapitalization, separation, liquidation, stock
dividend, split-up, Share combination, or other change in the corporate
structure of the Company affecting the Shares, the number and/or type of Shares
subject to any outstanding Award, and the Option exercise price per Share under
any outstanding Option will be automatically adjusted so that the proportionate
interests of the Participants will be maintained as before the occurrence of
such event.

                     ARTICLE 5 ELIGIBILITY AND PARTICIPATION

         5.1.     Eligibility. Eligibility to participate in the Plan is limited
to Nonemployee Directors.

         5.2.     Actual Participation. All eligible Nonemployee Directors will
receive a grant of Options pursuant to Article 6.


                           ARTICLE 6 GRANT OF OPTIONS

         6.1.     One-Time Grant of Options. An Option to purchase 10,000 Shares
shall be granted to each Nonemployee Director on the third business day after
the date the Nonemployee Director is first elected or appointed to the Board of
Directors. The specific terms of the Options are subject to the provisions of
this Article 6 and the Award Agreement executed pursuant to Section 6.3.

         6.2.     Annual Grant of Options. Each individual who is a Nonemployee
Director on the relevant Grant Date and who has not received an Option pursuant
to Section 6.1 within ninety (90) days prior to the relevant Grant Date will be
granted an Option to purchase 5,000 Shares, subject to the limitations on the
number of Shares that may be awarded under the Plan. The specific terms of the
Options are subject to the provisions of this Article 6 and the Award Agreement
executed pursuant to Section 6.3.

         6.3.     Award Agreement. The grant of Options will be evidenced by an
Award Agreement that will not include any terms or conditions that are
inconsistent with the terms and conditions of this Plan.

         6.4.     Option Exercise Price Per Share. The Option exercise price per
Share under any Option granted pursuant to this Article 6 shall be the Fair
Market Value of such Share on the Grant Date (the "Exercise Price").



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         6.5.     Duration of Options. Each Option granted to a Participant
under this Article 6 shall expire on the tenth (10th) anniversary date of the
Grant Date, unless the Option is earlier terminated, forfeited, or surrendered
pursuant to a provision of this Plan.

         6.6.     Vesting of Options Subject to Exercise. Subject to Section
1.3, the Options granted to the Participants under this Article 6 shall vest and
become subject to exercise in accordance with the following schedule:

         No part of (i) an Option granted under Section 6.1, or (ii) each annual
         Option granted under Section 6.2 may be exercised until the first
         anniversary of the Grant Date of such Option, at which time 100% of the
         Shares subject to the Option shall vest and may be acquired upon
         exercise.

         6.7.     Exercise of Disposition of Options. Participants shall be
entitled to exercise any Option that has vested at any time within the period
beginning with the Grant Date and ending ten (10) years after the Grant Date;
provided, however, that the disposition by a Participant of any Shares acquired
pursuant to the exercise of an Option shall occur only after the end of the six
(6) month period beginning on the date that Company's shareholders approve the
Plan.

         6.8.     Payment. Options are exercised by delivering a written notice
of exercise to the Secretary of the Company, setting forth the number of Options
to be exercised and accompanied by a payment equivalent to the product of the
number of Options exercised multiplied by the Exercise Price (the "Total
Exercise Price"). The Total Exercise Price is payable:

                  (a)      in cash or its equivalent;

                  (b)      by tendering previously acquired Shares having a Fair
         Market Value at the time of exercise equal to the Total Exercise Price;

                  (c)      by a combination of (a) and (b).

         As soon as practicable after receipt of a written notification of
exercise and full payment, the Company shall deliver to the Participant, in the
Participant's name, Share certificates in an appropriate amount based upon the
number of Shares purchased pursuant to the exercise of the Options.

         6.9.     Restrictions on Share Transferability. To the extent necessary
to ensure that Options granted under this Article 6 comply with applicable law,
the Board shall impose restrictions on the transferability of any Shares
acquired pursuant to the exercise of an Option under this Article 6, including,
without limitation, restrictions under applicable Federal securities laws, under
the requirements of any Stock exchange or market upon which such Shares are then
listed and/or traded, and under any blue sky or state securities laws applicable
to such Shares.

         6.10.    Termination of Services on Board of Directors Due to Death or
Disability. If a Participant's service on the Board is terminated by reason of
death or Disability, any outstanding Options held by the Participant that are
not fully vested are immediately forfeited and returned to the Company. Any
outstanding options held by the Participant that are fully vested will remain
fully vested and subject to exercise.

         To the extent an Option is fully vested and exercisable as of the date
of death or Disability, it will remain exercisable for one year after the date
of death or Disability by the Participant or such person or persons as shall
have been named as the Participant's legal representative or beneficiary, or by
such persons as shall have acquired the Participant's Options by will or by the
laws of descent and distribution. Any Option that is fully vested but not
exercised during this one-year period after death or Disability will be
immediately forfeited to the Company.

         6.11.    Termination of Service on Board of Directors for Other
Reasons. If the Participant's service on the Board is terminated for any reason
other than for death or Disability, any outstanding Options held by the
Participant that are not fully vested as of the date of termination are
immediately forfeited to the Company. To the extent an Option is fully vested
and exercisable as of such date, it will remain exercisable for ninety (90) days
after the date the Participant's service on the Board terminates. Any Option
that is fully vested but not exercised during this ninety (90) day period after
termination of service will be immediately forfeited to the Company.

         6.12.    Limitations on the Transferability of Options. No Option
granted under this Article 6 may be sold, transferred, pledged, assigned, or
otherwise alienated, other than by will, the laws of descent and distribution,
or under



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any other circumstances allowed by the Committee that would not violate the
transferability restrictions contained in Rule 16b-3(a)(2) or any successor
provision.

         6.13.    Change of Control. A Change of Control shall cause every
Option outstanding hereunder to become fully exercisable and allow each
Participant the right to exercise an Option prior to the occurrence of the event
otherwise terminating the Option.

               ARTICLE 7 AMENDMENT, MODIFICATION, AND TERMINATION

         7.1.     Amendment, Modification, and Termination. Subject to the terms
set forth in this Section 7.1, the Committee may terminate, amend, or modify the
Plan at any time; provided, however, that shareholder approval is required for
any Plan amendment that would materially increase the benefits to Participants
or the number of securities that may be issued, or materially modify the
eligibility requirements in the Plan. Further, Plan provisions relating to the
amount, price, and timing of securities to be awarded under the Plan may not be
amended more than once every six (6) months, other than to comport with changes
in the Code, the Employee Retirement Income Security Act, or the rules
thereunder.

         7.2.     Awards Previously Granted. Unless required by law, no
termination, amendment, or modification of the Plan shall in any manner
adversely affect any Award previously granted under the Plan, without the
written consent of the Participant holding the Award.


                             ARTICLE 8 MISCELLANEOUS

         8.1.     Indemnification. Each individual who is or shall have been a
member of the Board or the Committee shall be indemnified and held harmless by
the Company against and from any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by him or her in connection with or
resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action taken or
failure to act under this Plan and against and from any and all amounts paid by
him or her in settlement thereof, with the Company's approval, or paid by him or
her in satisfaction of any judgment in any such action, suit, or proceeding
against him or her, provided he or she shall give the Company an opportunity, at
its own expense, to assume and defend the same before he or she undertakes to
defend it on his or her own behalf.

         The foregoing right if indemnification shall not be exclusive of any
other rights of indemnification to which such individuals may be entitled under
the Company's Certificate of Incorporation or By-Laws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold them
harmless.

         8.2.     Beneficiary Designation. Each Participant under the Plan may
name any beneficiary or beneficiaries to whom any benefit under the Plan is to
be paid in the event of his or her death. Each designation will revoke all prior
designations by the same Participant, shall be in a form prescribed by the
Committee, and will be effective only when filed by the Participant in writing
with the Committee during his or her lifetime. In the absence of any such
designation, benefits remaining unpaid at the Participant's death shall be paid
to the Participant's estate.

         8.3.     Successors. All obligations of the Company under the Plan,
with respect to Awards granted hereunder, shall be binding on any successor to
the Company, whether the existence of such successor is the result of a direct
or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of the Company.

         8.4.     Requirements of Law. The granting of Awards under the Plan
shall be subject to all applicable laws, rules, and regulations, and to such
approvals by any governmental agencies or national securities exchanges as may
be required. Notwithstanding any other provision of the Plan, the Committee may,
in its sole discretion, terminate, amend, or modify the Plan in any way
necessary to comply with the applicable requirements of Rule 16b-3 promulgated
by the Securities and Exchange Commission as interpreted pursuant to no-action
letters and interpretive releases.

         8.5.     Governing Law. To the extent not preempted by Federal law, the
Plan, and all agreements hereunder, shall be construed in accordance with and
governed by the laws of the State of Arizona.


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