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EXHIBIT (10)

                                 SYNTELLECT INC.
                         NONEMPLOYEE DIRECTOR STOCK PLAN

                        (AS AMENDED THROUGH MAY 17, 2001)

                 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:


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                           (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 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

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         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

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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.

                            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.


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                     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 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").

         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

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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

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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
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,

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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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