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                                                                   EXHIBIT 10(x)
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                             [SILICON VALLEY BANK]

                              SILICON VALLEY BANK
                           SPECIALTY FINANCE DIVISION

                    ACCOUNTS RECEIVABLE FINANCING AGREEMENT

      This ACCOUNTS RECEIVABLE FINANCING AGREEMENT (the "Agreement"), dated as
of May 14, 2002 is between Silicon Valley Bank, Specialty Finance Division of
("Bank"), and Syntellect Inc. a Delaware corporation, ("Borrower"), whose
address is 16610 N. Black Canyon Highway, Suite 100, Phoenix, Arizona 85053 and
with a FAX number of (602) 789-2842.

1.    DEFINITIONS. In this Agreement:

      "ACCOUNTS" are all existing and later arising accounts, contract rights,
and other obligations owed Borrower in connection with its sale or lease of
goods (including licensing software and other technology) or provision of
services, all credit insurance, guaranties, other security and all merchandise
returned or reclaimed by Borrower and Borrower's Books relating to any of the
foregoing.

      "ACCOUNT DEBTOR" is defined in the California Uniform Commercial Code and
shall include any person liable on any Financed Receivable, such as, a guarantor
of the Financed Receivable and any issuer of a letter of credit or banker's
acceptance.

      "ADJUSTED QUICK RATIO". A ratio of Quick Assets to Current Liabilities
minus Deferred Maintenance Revenue of at least

      "ADJUSTMENTS" are all discounts, allowances, returns, disputes,
counterclaims, offsets, defenses, rights of recoupment, rights of return,
warranty claims, or short payments, asserted by or on behalf of any Account
Debtor for any Financed Receivable.

      "ADVANCE" is defined in Section 2.2.

      "ADVANCE RATE" is 80%, net of deferred revenue (IF BORROWER'S ADJUSTED
QUICK RATIO IS LESS THAN 1.35 TO 1.00) and offsets related to each specific
Account Debtor, or another percentage as Bank establishes under Section 2.2.

      "APPLICABLE RATE" is a rate per annum equal to the "Prime Rate" plus 3.25
percentage points.

      "BORROWER'S BOOKS" are all Borrower's books and records including ledgers,
records regarding Borrower's assets or liabilities, the Collateral, business
operations or financial condition and all computer programs or discs or any
equipment containing the information.

      "CODE" is the California Uniform Commercial Code.

      "COLLATERAL" is attached as Exhibit "A".

      "COLLATERAL HANDLING FEE" is defined in Section 3.5.

      "COLLECTIONS" are all funds received by Bank from or on behalf of an
Account Debtor for Financed Receivables.


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      "COMPLIANCE CERTIFICATE" is attached as Exhibit "B".

      "CONTINGENT OBLIGATION" is, for any Person, any direct or indirect
liability, contingent or not, of that Person for (i) any indebtedness, lease,
dividend, letter of credit or other obligation of another such as an obligation
directly or indirectly guaranteed, endorsed, co-made, discounted or sold with
recourse by that Person, or for which that Person is directly or indirectly
liable; (ii) any obligations for undrawn letters of credit for the account of
that Person; and (iii) all obligations from any interest rate, currency or
commodity swap agreement, interest rate cap or collar agreement, or other
agreement or arrangement designated to protect a Person against fluctuation in
interest rates, currency exchange rates or commodity prices; but "Contingent
Obligation" does not include endorsements in the ordinary course of business.
The amount of a Contingent Obligation is the stated or determined amount of the
primary obligation for which the Contingent Obligation is made or, if not
determinable, the maximum reasonably anticipated liability for it determined by
the Person in good faith; but the amount may not exceed the maximum of the
obligations under the guarantee or other support arrangement.

      "CURRENT LIABILITIES" are the aggregate amount of Borrower's Total
Liabilities which mature within one (1) year.

      "DEFERRED MAINTENANCE REVENUE" is all amounts received in advance of
performance under maintenance contract and not yet recognized as revenue.

      "EARLY TERMINATION FEE" is defined in Section 3.6.

      "EVENT OF DEFAULT" is defined in Section 9.

      "FACILITY" is an extension of credit by Bank to Borrower in order to
finance receivables with an aggregate Account Balance not exceeding the Facility
Amount.

      "FACILITY AMOUNT" is $3,000,000.

      "FACILITY FEE" is defined in Section 3.4.

      "FACILITY PERIOD" is the period beginning on this date and continuing
until MAY 13, 2003, unless the period is terminated sooner by Bank with notice
to Borrower or by Borrower under Section 3.6.

      "FINANCE CHARGES" is defined in Section 3.2.

      "FINANCED RECEIVABLES" are all those accounts, receivables, chattel paper,
instruments, contract rights, documents, general intangibles, letters of credit,
drafts, bankers acceptances, and rights to payment, and all proceeds, including
their proceeds (collectively "receivables"), which Bank finances and make an
Advance. A Financed Receivable stops being a Financed Receivable (but remains
Collateral) when the Advance made for the Financed Receivable has been finally
paid.

      "FINANCED RECEIVABLE BALANCE" is the total outstanding amount, at any
time, of all Financed Receivables.

      "GOOD FAITH DEPOSIT" is described in Section 3.9.

      "GUARANTOR" means any guarantor of the Obligations.

      "INDEBTEDNESS" is (a) indebtedness for borrowed money or the deferred
price of property or services, such as reimbursement and other obligations for
surety bonds and letters of credit, (b) obligations evidenced by notes, bonds,
debentures or similar instruments, (c) capital lease obligations and (d)
Contingent Obligations.

      "INELIGIBLE RECEIVABLE" is any accounts receivable:

      (A)   that is unpaid (90) calendar days after the invoice date; or

      (B)   that is owed by an Account Debtor that has filed, or has had filed
            against it, any bankruptcy case, assignment for the benefit of
            creditors, receivership, or Insolvency Proceeding or who has become


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            insolvent (as defined in the United States Bankruptcy Code) or who
            is generally not paying its debts as they become due; or

      (C)   for which there has been any breach of warranty or representation in
            Section 6 or any breach of any covenant in this Agreement;

      (D)   for which the Account Debtor asserts any discount, allowance,
            return, dispute, counterclaim, offset, defense, right of recoupment,
            right of return, warranty claim, or short payment; or

      (E)   RESULTING FROM A MAINTENANCE CONTRACT, UNLESS BORROWER'S ADJUSTED
            QUICK RATIO IS AT LEAST 1.35 TO 1.00.

      "INSOLVENCY PROCEEDING" are proceedings by or against any person under the
United States Bankruptcy Code, or any other bankruptcy or insolvency law,
including assignments for the benefit of creditors, compositions, extensions
generally with its creditors, or proceedings seeking reorganization,
arrangement, or other relief.

      "INVOICE TRANSMITTAL" shows accounts receivable which Bank may finance
and, for each receivable, includes the Account Debtor's, name, address, invoice
amount, invoice date and invoice number and is signed by Borrower's authorized
representative.

      "LOCKBOX" is described in Section 6.2.

      "MINIMUM FINANCE CHARGE" is $5,000.

      "OBLIGATIONS" are all advances, liabilities, obligations, covenants and
duties owing, arising, due or payable by Borrower to Bank now or later under
this Agreement or any other document, instrument or agreement, account
(including those acquired by assignment) primary or secondary, such as all
Advances, Finance Charges, interest, fees, expenses, professional fees and
attorneys' fees or other.

      "PERSON" is any individual, sole proprietorship, partnership, limited
liability company, joint venture, company, trust, unincorporated organization,
association, corporation, institution, public benefit corporation, firm, joint
stock company, estate, entity or government agency.

      "PRIME RATE" is Bank's most recently announced "prime rate," even if it is
not Bank's lowest rate.

      "QUICK ASSETS" is, on any date, the Borrower's consolidated, unrestricted
cash, cash equivalents, net billed accounts receivable and investments with
maturities of fewer than 12 months determined according to GAAP.

      "RECONCILIATION DAY" is the last calendar day of each month.

      "RECONCILIATION PERIOD" is each calendar month.

      "SUBORDINATED DEBT" is debt incurred by Borrower subordinated to
Borrower's debt to Bank (and identified as subordinated by Borrower and Bank).

      "TOTAL LIABILITIES" is on any day, obligations that should, under GAAP, be
classified as liabilities on Borrower's consolidated balance sheet, including
all Indebtedness, and current portion Subordinated Debt allowed to be paid, but
excluding all other Subordinated Debt.

2.    FINANCING OF ACCOUNTS RECEIVABLE.

      2.1. REQUEST FOR ADVANCES. During the Facility Period, Borrower may offer
      accounts receivable to Bank, if there is not an Event of Default. Borrower
      will deliver an Invoice Transmittal for each accounts receivable it
      offers. Bank may rely on information on or with the Invoice Transmittal.
      The initial Advance shall be used to payoff any and all outstanding
      obligations owed by Borrower to First Community Financial Corporation.

      2.2. ACCEPTANCE OF ACCOUNTS RECEIVABLE. Bank is not obligated to finance
      any accounts receivable. Bank may approve any Account Debtor's credit
      before financing any receivable. When Bank accepts a receivable, it will
      pay Borrower the Advance Rate times the face amount of the receivable (the
      "Advance"). Bank may, in its discretion, change the percentage of the
      Advance Rate. When Bank makes an Advance, the receivable becomes a
      "Financed Receivable." All representations and warranties in Section 6
      must be true as of the date


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      of the Invoice Transmittal and of the Advance and no Event of Default
      exists would occur as a result of the Advance. The aggregate amount of all
      Financed Receivables outstanding at any time may not exceed the Facility
      Amount.

3. COLLECTIONS, FINANCE CHARGES, REMITTANCES AND FEES. The Obligations shall be
subject to the following fees and Finance Charges. Fees and Finance Charges may,
in Bank's discretion, be charged as an Advance, and shall thereafter accrue fees
and Finance Charges as described below. Bank may, in its discretion, charge fee
and Finance Charges to Borrower's deposit account maintained with Bank.

      3.1. COLLECTIONS. Collections will be credited to the Financed Receivables
      Balance, but if there is an Event of Default, Bank may apply Collections
      to the Obligation in any order it chooses. If Bank receives a payment for
      both Financed Receivable and a non Financed Receivable, the funds will
      first be applied to the Financed Receivable and, if there is not an Event
      of Default, the excess will be remitted to the Borrower, subject to
      Section 3.10.

      3.2. FINANCE CHARGES. In computing Finance Charges on the Obligations, all
      Collections received by Bank shall be deemed applied by Bank on account of
      the Obligations 2 Business Days after receipt of the Collections. Borrower
      will pay a finance charge (the "Finance Charge"), which is the greater of
      (i) the Applicable Rate times the number of days in the Reconciliation
      Period times the outstanding average daily Financed Receivable Balance for
      that Reconciliation Period or (ii) the Minimum Finance Charge. After an
      Event of Default, Obligations accrue interest at 5 percent above the
      Applicable Rate effective immediately before the Event of Default.

      3.3. INTENTIONALLY LEFT BLANK.

      3.4. FACILITY FEE. A fully earned, non-refundable facility fee of $30,000
      is due upon execution of this Agreement.

      3.5. COLLATERAL HANDLING FEE. On each Reconciliation Day, Borrower will
      pay to Bank a collateral handling fee, equal to .25% per month of the
      average daily Financed Receivable Balance outstanding during the
      applicable Reconciliation Period. After an Event of Default, the
      Collateral Handling Fee will increase an additional .50% effective
      immediately before the Event of Default.

      3.6. EARLY TERMINATION FEE. A fully earned, non-refundable early
      termination fee of $30,000 is due upon voluntary or involuntary full
      payment of the Obligations and termination of this Facility prior to MAY
      13, 2003 unless the Obligations are paid in full from an initial advance
      from a loan agreement with Silicon Valley Bank.

      3.7. ACCOUNTING. After each Reconciliation Period, Bank will provide an
      accounting of the transactions for that Reconciliation Period, including
      the amount of all Financed Receivables, all Collections, Adjustments,
      Finance Charges and the Collateral Handling Fee. If Borrower does not
      object to the accounting in writing within 30 days it is considered
      correct. All Finance Charges and other interest and fees calculated on the
      basis of a 360 day year and actual days elapsed.

      3.8. DEDUCTIONS. Bank may deduct fees, finance charges and other amounts
      due from any Advances made or Collections received by Bank.

      3.9. GOOD FAITH DEPOSIT. Borrower has paid to Bank a Good Faith Deposit of
      $5,000 to initiate Banks due diligence review process. Any portion of the
      deposit not utilized to pay expenses will be applied to the Facility Fee.

      3.10. ACCOUNT COLLECTION SERVICES. All Borrowers' receivables are to be
      paid to the same address/or party and Borrower and Bank must agree on such
      address. If Bank collects all receivables and there is not an Event of
      Default or an event that with notice or lapse of time will be an Event of
      Default, within FIVE (5) days of receipt of those collections, Bank will
      give Borrower, the receivables collections it receives for receivables
      other than Financed Receivables and/or amount in excess of the amount for
      which Bank has made an Advance to Borrower, less any amount due to Bank,
      such as the Finance Charge, Collateral Handling Fee and expenses or
      otherwise. This Section does not impose any affirmative duty on Bank to do
      any act other than to turn over


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      amounts. All receivables and collections are Collateral and if an Event of
      Default occurs, Bank need not remit collections of Collateral and may
      apply them to the Obligations.

4.    REPAYMENT OF OBLIGATIONS.

      4.1. REPAYMENT ON MATURITY. Borrower will repay each Advance on the
      earliest of: (a) payment of the Financed Receivable in respect which the
      Advance was made, (b) the Financed Receivable becomes an Ineligible
      Receivable, (c) when any Adjustment is made to the Financed Receivable
      (but only to the extent of the Adjustment if the Financed Receivable is
      not otherwise an Ineligible Receivable, or (d) the last day of the
      Facility Period (including any early termination). Each payment will also
      include all accrued Finance Charges on the Advance and all other amounts
      due hereunder.

      4.2. REPAYMENT ON EVENT OF DEFAULT. When there is an Event of Default,
      Borrower will, if Bank demands (or, in an Event of Default under Section
      9(B), immediately without notice or demand from Bank) repay all of the
      Advances. The demand may, at Bank's option, include the Advance for each
      Financed Receivable then outstanding and all accrued Finance Charges,
      attorneys and professional fees, court costs and expenses, and any other
      Obligations.

5.    POWER OF ATTORNEY. Borrower irrevocably appoints Bank and its successors
      and assigns it attorney-in-fact and authorizes Bank, regardless of whether
      there has been an Event of Default, to:

      (A)   sell, assign, transfer, pledge, compromise, or discharge all or any
            part of the Financed Receivables:

      (B)   demand, collect, sue, and give releases to any Account Debtor for
            monies due and compromise, prosecute, or defend any action, claim,
            case or proceeding about the Financed Receivables, including filing
            a claim or voting a claim in any bankruptcy case in Bank's or
            Borrower's name, as Bank chooses:

      (C)   prepare, file and sign Borrower's name on any notice, claim,
            assignment, demand, draft, or notice of or satisfaction of lien or
            mechanics' lien or similar document;

      (D)   notify all Account Debtors to pay Bank directly;

      (E)   receive, open, and dispose of mail addressed to Borrower;

      (F)   endorse Borrower's name on check or other instruments;

      (G)   execute on Borrower's behalf any instruments, documents, financing
            statements to perfect Bank's interests in the Financed Receivables
            and Collateral; and

      (H)   do all acts and things necessary or expedient.

6.    REPRESENTATIONS, WARRANTIES AND COVENANTS.

      6.1. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants for
      each Financed Receivable:

      (A)   It is the owner with legal right to sell, transfer and assign it;

      (B)   The correct amount is on the Invoice Transmittal and is not
            disputed;

      (C)   Payment is not contingent on any obligation or contract and it has
            fulfilled all its obligations as of the Invoice Transmittal date;

      (D)   It is based on an actual sale and delivery of goods and/or services
            rendered, due to Borrower, it is not past due or in default, has not
            been previously sold, assigned, transferred, or pledged and is free
            of any liens, security interests and encumbrances;

      (E)   There are no defenses, offsets, counterclaims or agreements for
            which the Account Debtor may claim any deduction or discount;


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      (F)   It reasonably believes no Account Debtor is insolvent or subject to
            any Insolvency Proceedings;

      (G)   It has not filed or had filed against it Insolvency Proceedings and
            does not anticipate any filing;

      (H)   Bank has the right to endorse and/ or require Borrower to endorse
            all payments received on Financed Receivables and all proceeds of
            Collateral.

      (I)   No representation, warranty or other statement of Borrower in any
            certificate or written statement given to Bank contains any untrue
            statement of a material fact or omits to state a material fact
            necessary to make the statement contained in the certificates or
            statement not misleading.

      6.1.1 ADDITIONAL REPRESENTATIONS AND WARRANTIES. Borrower represents and
      warrants as follows:

      (A)   Borrower is duly existing and in good standing in its state of
            formation and qualified and licensed to do business in, and in good
            standing in, any state in which the conduct of its business or its
            ownership of property requires that it be qualified. The execution,
            delivery and performance of this Agreement has been duly authorized,
            and does not conflict with Borrower's organizational documents, nor
            constitute an Event of Default under any material agreement by which
            Borrower is bound. Borrower is not in default under any agreement to
            which or by which it is bound.

      (B)   Borrower has good title to the Collateral. All inventory is in all
            material respects of good and marketable quality, free from material
            defects.

      (C)   Borrower is not an "investment company" or a company "controlled" by
            an "investment company" under the Investment Company Act. Borrower
            is not engaged as one of its important activities in extending
            credit for margin stock (under Regulations G, T and U of the Federal
            Reserve Board of Governors). Borrower has complied with the Federal
            Fair Labor Standards Act. Borrower has not violated any laws,
            ordinances or rules. None of Borrower's properties or assets has
            been used by Borrower, to the best of Borrower's knowledge, by
            previous persons, in disposing, producing, storing, treating, or
            transporting any hazardous substance other than legally. Borrower
            has timely filed all required tax returns and paid, or made adequate
            provision to pay, all taxes. Borrower has obtained all consents,
            approvals and authorizations of, made all declarations or filings
            with, and given all notices to, all government authorities that are
            necessary to continue its business as currently conducted.

      6.2. AFFIRMATIVE COVENANTS. Borrower will do all of the following:

      (A)   Maintain its corporate existence and good standing in its
            jurisdictions of incorporation and maintain its qualification in
            each jurisdiction necessary to Borrower's business or operations.

      (B)   Give Bank at least 10 days prior written notice of changes to its
            name, organization, chief executive office or location of records.

      (C)   Pay all its taxes including gross payroll, withholding and sales
            taxes when due and will deliver satisfactory evidence of payment if
            requested.

      (D)   Provide a written report within 10 days, if payment of any Financed
            Receivable does not occur by its due date and include the reasons
            for the delay.

      (E)   Give Bank copies of all Forms 10-K, 10-Q and 8-K (or equivalents)
            within 5 days of filing with the Securities and Exchange Commission,
            while any Financed Receivable is outstanding.

      (F)   Execute any further instruments and take further action as Bank
            requests to perfect or continue Bank's security interest in the
            Collateral or to effect the purposes of this Agreement.

      (G)   Provide Bank with a Compliance Certificate no later than 5 days
            following each quarter end or as requested by Bank.


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      (H)   Provide Bank with, as soon as available, but no later than 20 days
            following each Reconciliation Period, a company prepared balance
            sheet and income statement, prepared under GAAP, consistently
            applied, covering Borrower's operations during the period together
            with an aged listing of accounts receivable and accounts payable.

      (I)   Immediately notify, transfer and deliver to Bank all collections
            Borrower receives for Financed Receivables.

      (J)   Borrower will remit all payment's for Accounts to the Bank by the
            close of business on each Friday along with a detailed cash receipts
            journal and shall immediately notify and direct all of the
            Borrower's Account Debtor's to make all payment's for Borrower's
            Accounts to a lockbox account established with the Bank ("Lockbox")
            or to wire transfer payments to a cash collateral account that Bank
            controls. It will be considered an immediate Event of Default if the
            Lockbox is not set-up and operational within 30 days from the date
            of this Agreement.

      (K)   Borrower will allow Bank to audit Borrower's Collateral, including
            but not limited to Borrower's Accounts, at Borrowers expense, no
            later than 90 days of the execution of this Agreement and annually
            thereafter. Provided however, if an Event of Default has occurred,
            Bank may audit Borrower's Collateral, including but not limited to
            Borrower's Accounts at Bank's sole discretion and without
            notification and authorization from Borrower.

      (L)   Borrower's consolidated earnings before interest expense, income
            taxes, depreciation, amortization of intangible assets and other
            non-cash charges made to Borrowers' income shall not be greater than
            ($100,000) for the fiscal quarter ending June 30, 2002 and shall not
            be less than $150,000 for the fiscal quarter ending September 30,
            2002 and each fiscal quarter thereafter.

      (M)   Borrower will maintain its primary banking relationship with Bank,
            which relationship shall include Borrower maintaining account
            balances in any accounts at or through Bank representing at least
            85% of all account balances of Borrower at any financial
            institution.

      6.3. NEGATIVE COVENANTS. Borrower will not do any of the following without
      Bank's prior written consent:

      (A)   Assign, transfer, sell or grant, or permit any lien or security
            interest in the Collateral.

      (B)   Convey, sell, lease, transfer or otherwise dispose of the
            Collateral.

      (C)   Create, incur, assume, or be liable for any indebtedness.

      (D)   Become an "investment company" or a company controlled by an
            "investment company," under the Investment Company Act of 1940 or
            undertake as one of its important activities extending credit to
            purchase or carry margin stock, or use the proceeds of any Advance
            for that purpose; fail to meet the minimum funding requirements of
            ERISA, permit a Reportable Event or Prohibited Transaction, as
            defined in ERISA, to occur; fail to comply with the Federal Fair
            Labor Standards Act or violate any other law or regulation, or
            permit any of its subsidiaries to do so.

7. ADJUSTMENTS. If any Account Debtor asserts a discount, allowance, return,
offset, defense, warranty claim, or the like (an "Adjustment") or if Borrower
breaches any of the representations, warranties or covenants set forth in
Section 6., Borrower will promptly advise Bank. Borrower will resell any
rejected, returned, returned, or recovered personal property for Bank, at
Borrower's expense, and pay proceeds to Bank. While Borrower has returned goods
that are Borrower property, Borrower will segregate and mark them "property of
Silicon Valley Bank." Bank owns the Financed Receivables and until receipt of
payment, has the right to take possession of any rejected, returned, or
recovered personal property.

8. SECURITY INTEREST. Borrower grants to Bank a continuing security interest in
all presently and later acquired Collateral. Any security interest will be a
first priority security interest in the Collateral.

9. EVENTS OF DEFAULT. Any one or more of the following is an Event of Default.


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      (A)   Borrower fails to pay any amount owed to Bank when due;

      (B)   Borrower files or has filed against it any Insolvency Proceedings or
            any assignment for the benefit of creditors, or appointment of a
            receiver or custodian for any of its assets;

      (C)   Borrower becomes insolvent or is generally not paying its debts as
            they become due or is left with unreasonably small capital;

      (D)   Any involuntary lien, garnishment, attachment attaches to the
            Financed Receivables or any Collateral;

      (E)   Borrower breaches any covenant, agreement, warranty, or
            representation is an immediate Event of Default;

      (F)   Borrower is in default under any document, instrument or agreement
            evidencing any debt, obligation or liability in favor of Bank its
            affiliates or vendors regardless of whether the debt, obligation or
            liability is direct or indirect, primary or secondary, or fixed or
            contingent;

      (G)   An event of default occurs under any Guaranty of the Obligations or
            any material provision of any Guaranty is not valid or enforceable
            or a Guaranty is repudiated or terminated;

      (H)   A material default or Event of Default occurs under any agreement
            between Borrower and any creditor of Borrower that signed a
            subordination agreement with Bank;

      (I)   Any creditor that has signed a subordination agreement with Bank
            breaches any terms of the subordination agreement; or

      (J)   (i) A material impairment in the perfection or priority of the
            Bank's security interest in the Collateral; (ii) a material adverse
            change in the business, operations, or conditions (financial or
            otherwise) of the Borrower occurs; or (iii) a material impairment of
            the prospect of repayment of any portion of the Advances occurs.

10.   REMEDIES.

      10.1. REMEDIES UPON DEFAULT. When an Event of Default occurs, (1) Bank may
      stop financing receivables or extending credit to Borrower; (2) at Banks
      option and on demand, all or a portion of the Obligations or, for to an
      Event of Default described in Section 9(B), automatically and without
      demand, are due and payable in full; (3) apply to the Obligations any (i)
      balances and deposits of Borrower it holds, or (ii) any amount held by
      Bank owing to or for the credit or the account of Borrower; and (4) Bank
      may exercise all rights and remedies under this Agreement and the law,
      including those of a secured party under the Code, power of attorney
      rights in Section 5 for the Collateral, and the right to collect, dispose
      of, sell, lease, use, and realize upon all Financed Receivables and
      Collateral in any commercial manner. Borrower agrees that any notice of
      sale required to be given to Borrower is deemed given if at least five
      days before the sale may be held.

      10.2. DEMAND WAIVER. Borrower waives demand, notice of default or
      dishonor, notice of payment and nonpayment, notice of any default,
      nonpayment at maturity, release, compromise, settlement, extension, or
      renewal of accounts, documents, instruments, chattel paper, and guaranties
      held by Bank on which Borrower is liable.

      10.3. DEFAULT RATE. If any amount is not paid when due, the amount bears
      interest at the Applicable Rate plus five percent until the earlier of (a)
      payment in good funds or (b) entry of a final judgment when the principal
      amount of any money judgment will accrue interest at the highest rate
      allowed by law.

11. FEES, COSTS AND EXPENSES. The Borrower will pay on demand all fees, costs
and expenses (including attorneys' and professionals fees with costs and
expenses) that Bank incurs from: (a) preparing, negotiating, administering, and
enforcing this Agreement or related agreement, including any amendments, waivers
or consents, (b) any litigation or dispute relating to the Financed Receivables,
the Collateral, this Agreement or any other agreement, (c) enforcing any rights
against Borrower or any guarantor, or any Account Debtor, (d) protecting or
enforcing its interest in the Financed Receivables or other Collateral, (e)
collecting the Financed Receivables and the Obligations, and (f) any bankruptcy
case or insolvency proceeding involving Borrower, any Financed Receivable, the
Collateral, any Account Debtor, or any Guarantor.


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12. CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER. California law governs this
Agreement. Borrower and Bank each submit to the exclusive jurisdiction of the
State and Federal courts in Santa Clara County, California.

BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE
OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR ANY CONTEMPLATED
TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS
WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT.
EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

13. NOTICES. Notices or demands by either party about this Agreement must be in
writing and personally delivered or sent by an overnight delivery service, by
certified mail postage prepaid return receipt requested, or by FAX to the
addresses listed at the beginning of this Agreement. A party may change notice
address by written notice to the other party.

14.   GENERAL PROVISIONS.

      14.1. SUCCESSORS AND ASSIGNS. This Agreement binds and is for the benefit
      of successors and permitted assigns of each party. Borrower may not assign
      this Agreement or any rights under it without Bank's prior written consent
      which may be granted or withheld in Bank's discretion. Bank may, without
      the consent of or notice to Borrower, sell, transfer, or grant
      participation in any part of Bank's obligations, rights or benefits under
      this Agreement.

      14.2. INDEMNIFICATION. Borrower will indemnify, defend and hold harmless
      Bank and its officers, employees, and agents against: (a) obligations,
      demands, claims, and liabilities asserted by any other party in connection
      with the transactions contemplated by this Agreement; and (b) losses or
      expenses incurred, or paid by Bank from or consequential to transactions
      between Bank and Borrower (including reasonable attorneys fees and
      expenses), except for losses caused by Bank's gross negligence or willful
      misconduct.

      14.3. TIME OF ESSENCE. Time is of the essence for performance of all
      obligations in this Agreement.

      14.4. SEVERABILITY OF PROVISION. Each provision of this Agreement is
      severable from every other provision in determining the enforceability of
      any provision.

      14.5. AMENDMENTS IN WRITING, INTEGRATION. All amendments to this Agreement
      must be in writing. This Agreement is the entire agreement about this
      subject matter and supersedes prior negotiations or agreements.

      14.6. COUNTERPARTS. This Agreement may be executed in any number of
      counterparts and by different parties on separate counterparts and when
      executed and delivered are one Agreement.

      14.7. SURVIVAL. All covenants, representations and warranties made in this
      Agreement continue in force while any Financed Receivable amount remains
      outstanding. Borrower's indemnification obligations survive until all
      statutes of limitations for actions that may be brought against Bank have
      run.

      14.8. CONFIDENTIALITY. Bank will use the same degree of care handling
      Borrower's confidential information that it uses for its own confidential
      information, but may disclose information; (i) to its subsidiaries or
      affiliates in connection with their business with Borrower, (ii) to
      prospective transferees or purchasers of any interest in the Agreement,
      (iii) as required by law, regulation, subpoena, or other order, (iv) as
      required in connection with an examination or audit and (v) as it
      considers appropriate exercising the remedies under this Agreement.
      Confidential information does not include information that is either: (a)
      in the public domain or in Bank's possession when disclosed, or becomes
      part of the public domain after disclosure to Bank; or (b) disclosed to
      Bank by a third party, if Bank does not know that the third party is
      prohibited from disclosing the information.

      14.9. OTHER AGREEMENTS. This Agreement may not adversely affect Banks
      rights under any other document or agreement. If there is a conflict
      between this Agreement and any agreement between Borrower and Bank, Bank
      may determine in its sole discretion which provision applies. Borrower
      acknowledges that any security agreements, liens and/or security interests
      securing payment of Borrower's Obligations also secure Borrower's


                                       9
<PAGE>
      Obligations under this Agreement and are not adversely affected by this
      Agreement. Additionally, (a) any Collateral under other agreements or
      documents between Borrower and Bank secures Borrowers Obligations under
      this Agreement and (b) a default by Borrower under this Agreement is a
      default under agreements between Borrower and Bank.

BORROWER:   Syntellect Inc.

By       /s/ Timothy P. Vatuone
         -------------------------------
Title    Vice President & CFO
         -------------------------------



BANK:    SILICON VALLEY BANK



By        /s/  William D. Nay, Jr.
         -------------------------------
Title    Regional Market Manager
         -------------------------------


                                       10
<PAGE>
                                    EXHIBIT A

      The Collateral consists of all of Borrower's right, title and interest in
and to the following:

      All goods and equipment now owned or hereafter acquired, including,
without limitation, all machinery, fixtures, vehicles (including motor vehicles
and trailers), and any interest in any of the foregoing, and all attachments,
accessories, accessions, replacements, substitutions, additions, and
improvements to any of the foregoing, wherever located;

      All inventory, now owned or hereafter acquired, including, without
limitation, all merchandise, raw materials, parts, supplies, packing and
shipping materials, work in process and finished products including such
inventory as is temporarily out of Borrower's custody or possession or in
transit and including any returns upon any accounts or other proceeds, including
insurance proceeds, resulting from the sale or disposition of any of the
foregoing and any documents of title representing any of the above;

      All contract rights and general intangibles (as such definitions may be
amended from time to time according to the Code), now owned or hereafter
acquired, including, without limitation, goodwill, trademarks, servicemarks,
trade styles, trade names, patents, patent applications, leases, license
agreements, franchise agreements, blueprints, drawings, purchase orders,
customer lists, route lists, infringements, claims, computer programs, computer
discs, computer tapes, literature, reports, catalogs, design rights, income tax
refunds, payments of insurance and rights to payment of any kind;

      All now existing and hereafter arising accounts, contract rights,
royalties, license rights and all other forms of obligations owing to Borrower
arising out of the sale or lease of goods, the licensing of technology or the
rendering of services by Borrower (as such definitions may be amended from time
to time according to the Code) whether or not earned by performance, and any and
all credit insurance, insurance (including refund) claims and proceeds,
guaranties, and other security therefor, as well as all merchandise returned to
or reclaimed by Borrower;

      All documents, cash, deposit accounts, securities, securities
entitlements, securities accounts, investment property, financial assets,
letters of credit, letter of credit rights, certificates of deposit, instruments
and chattel paper and electronic chattel paper now owned or hereafter acquired
and Borrower's Books relating to the foregoing;

      All copyright rights, copyright applications, copyright registrations and
like protections in each work of authorship and derivative work thereof, whether
published or unpublished, now owned or hereafter acquired; all trade secret
rights, including all rights to unpatented inventions, know-how, operating
manuals, license rights and agreements and confidential information, now owned
or hereafter acquired; all mask work or similar rights available for the
protection of semiconductor chips, now owned or hereafter acquired; all claims
for damages by way of any past, present and future infringement of any of the
foregoing; and

      All Borrower's Books relating to the foregoing and any and all claims,
rights and interests in any of the above and all substitutions for, additions
and accessions to and proceeds thereof.


                                       1
<PAGE>
                                   EXHIBIT "B"

                              [SILICON VALLEY BANK]

                               SILICON VALLEY BANK
                           SPECIALTY FINANCE DIVISION

                             Compliance Certificate

I, as authorized officer of Syntellect Inc. ("Borrower") certify under the
Accounts Receivable Financing Agreement (the "Agreement") between Borrower and
Silicon Valley Bank ("Bank") as follows.

BORROWER REPRESENTS AND WARRANTS FOR EACH FINANCED RECEIVABLE:

      It is the owner with legal right to sell, transfer and assign it;

      The correct amount is on the Invoice Transmittal and is not disputed;

      Payment is not contingent on any obligation or contract and it has
fulfilled all its obligations as of the Invoice Transmittal date;

      It is based on an actual sale and delivery of goods and/or services
rendered, due to Borrower, it is not past due or in default, has not been
previously sold, assigned, transferred, or pledged and is free of any liens,
security interests and encumbrances;

      There are no defenses, offsets, counterclaims or agreements for which the
Account Debtor may claim any deduction or discount;

      It reasonably believes no Account Debtor is insolvent or subject to any
Insolvency Proceedings;

      It has not filed or had filed against it proceedings and does not
anticipate any filing;

      Bank has the right to endorse and/ or require Borrower to endorse all
payments received on Financed Receivables and all proceeds of Collateral.

      No representation, warranty or other statement of Borrower in any
certificate or written statement given to Bank contains any untrue statement of
a material fact or omits to state a material fact necessary to make the
statement contained in the certificates or statement not misleading.

      ADDITIONALLY, BORROWER REPRESENTS AND WARRANTS AS FOLLOWS:

      Borrower is duly existing and in good standing in its state of formation
and qualified and licensed to do business in, and in good standing in, any state
in which the conduct of its business or its ownership of property requires that
it be qualified. The execution, delivery and performance of this Agreement has
been duly authorized, and do not conflict with Borrower's formations documents,
nor constitute an Event of Default under any material agreement by which
Borrower is bound. Borrower is not in default under any agreement to which or by
which it is bound.

      Borrower has good title to the Collateral. All inventory is in all
material respects of good and marketable quality, free from material defects.

      Borrower is not an "investment company" or a company "controlled" by an
"investment company" under the Investment Company Act. Borrower is not engaged
as one of its important activities in extending credit for margin stock (under
Regulations G, T and U of the Federal Reserve Board of Governors). Borrower has
complied with the Federal Fair Labor Standards Act. Borrower has not violated
any laws, ordinances or rules. None of Borrower's properties or assets has been
used by Borrower, to the best of Borrower's knowledge, by previous persons, in
disposing, producing, storing, treating, or transporting any hazardous substance
other than legally. Borrower has timely filed all required tax returns and paid,
or made adequate provision to pay, all taxes. Borrower has obtained all
consents, approvals and authorizations of, made all declarations or filings
with, and given all notices to, all government authorities that are necessary to
continue its business as currently conducted.

      All representations and warranties in the Agreement are true and correct
in all material respects on this date.

Sincerely,


SIGNATURE   /s/ Timothy P. Vatuone

TITLE       Vice President & CFO

DATE        May 10, 2002


                                       2
<PAGE>
                              [SILICON VALLEY BANK]
                               SILICON VALLEY BANK
                           SPECIALTY FINANCE DIVISION

                      SECRETARY'S CERTIFICATE OF RESOLUTION

      I, as Secretary of Syntellect Inc., a Delaware corporation (the
"Corporation"), certify that at a meeting duly convened at which a quorum was
present the following resolutions were adopted by the Board of Directors of the
Corporation and that these resolutions have not been modified, amended, or
rescinded and remain effective as of today's date.

It is resolved that ANY ONE of the following officers of the Corporation, whose
name, title and signature is below:

<TABLE>
<CAPTION>
NAME                                  TITLE                            SIGNATURE
----                                  -----                            ---------
<S>                                   <C>                              <C>
Anthony (Tony) V. Carollo, Jr.        President & CEO                  /s/  Anthony V. Carollo, Jr.
----------------------------------    -----------------------------    --------------------------------
Timothy (Tim) P. Vatuone              Vice President & CFO             /s/ Timothy P. Vatuone
----------------------------------    -----------------------------    --------------------------------

----------------------------------    -----------------------------    --------------------------------

----------------------------------    -----------------------------    --------------------------------

----------------------------------    -----------------------------    --------------------------------
</TABLE>

      may act for Borrower and:

            Sell the corporation's accounts receivable to Bank

            Grant to Bank a security interest in any of the corporation's assets

            Execute and deliver certain agreements in connection with the sale
            of receivables, and granting of security interests.

            Designate other individuals to request advances, pay fees and costs
            and execute other documents or agreements (including documents or
            agreement that waive the Corporation's right to a jury trial) they
            think necessary to effectuate these Resolutions.

Further resolved that all acts authorized by these Resolutions and performed
before they were adopted are ratified. These Resolutions remain in effect and
Bank may rely on them until Bank receives written notice of their revocation.

I certify that the persons listed above are the Corporation's officers with the
titles and signatures shown following their names and that these resolutions
have not been modified are currently effective.

X  /s/ Timothy P. Vatuone                     5/10/2002
  -------------------------------------       -------------
  *Secretary or Assistant Secretary           Date

X  /s/ Charles F. Sonneborn, III
  -----------------------------------
  * If the certifying officer is designated as a signer in these resolutions
  then another corporate officer must also sign.


                                       3
<PAGE>
                      LOCKBOX SERVICE SUBSCRIBER AGREEMENT

SILICON VALLEY BANK ("Bank") and the undersigned company ("Subscriber") agree as
follows:

1.    Remittance Banking Service. Commencing May 10, 2002, Syntellect Inc.
      ("Subscriber") has requested that Silicon Valley Bank ("Bank") provide
      Subscriber with the Bank's Lockbox/Remittance Banking Service facilities
      (the "Service"), This Service will be provided by the Bank or its agent
      ("Agent"), for the deposit of its clients' remittance items.

2.    Client Remittances. Clients of Subscriber will be directed to forward
      their remittances to Subscriber at a post office address assigned by Bank
      or its agent. Bank, or its Agent, shall have unrestricted and exclusive
      access to the mail directed to this address. Subscriber agrees it will not
      furnish "business reply" mail envelopes to its clients for their
      remittances, and any such envelopes mailed to the Bank-designated address
      may be refused or returned to sender. Subscriber agrees to notify Bank 30
      days in advance of any change in Subscriber's remittance statement and/or
      mailing schedule.

3.    Collection of Mail. Bank, or its Agent, will collect mail from the post
      office at multiple times each business day.

4.    Endorsement of Items. Bank, or its Agent, will endorse, on behalf of
      Subscriber, checks and other deposited items that appear to be for deposit
      to the credit of Subscriber. Subscriber shall indemnify Bank and its Agent
      from any liability that may arise by virtue of Bank's, or its Agent's,
      endorsement and negotiation of such checks.

5.    Subscriber's Account. Bank, or its Agent, will process the checks and
      other deposited items and the Bank shall credit the total amount to the
      account described below (the "Account"). During the term of this
      Agreement, all collected funds held in the Account shall be deemed to be
      Subscriber's funds for all legal purposes (e.g., attachment, execution and
      other forms of legal process). The crediting and collection of items will
      be handled under the same terms and conditions as apply to other
      commercial deposits. Subscriber acknowledges receipt of a copy of Bank's
      account rules and regulations. Subscriber will have access to funds
      collected by Service when credited to Subscriber's account with Bank.

6.    Processing of Items. The processing of checks and other deposited items
      will be accomplished in accordance with the various services and options
      recited in the attached End-User Set-up Form.

7.    Record of Deposited Items. All checks and other deposited items will be
      microfilmed by Bank, or its Agent, and the film will be retained by Bank,
      or its Agent, for a period not less than one (1) year.

8.    Restrictive Endorsements. Although Bank, or its Agent, normally forwards,
      without processing, checks discovered bearing the typed or handwritten
      notation "PAYMENT IN FULL" or other notations ("restrictive
      endorsements"), Bank or its Agent, assumes no responsibility for its
      failure to do so. Bank, or its Agent, will process in the usual manner any
      checks bearing restrictive endorsements where the wording is imprinted as
      part of the check or voucher, indicating a general business practice of
      the payor. Subscriber will instruct their clients to send all payments
      with restrictions such as "paid in full" to a separate location or person
      other than the LOCKBOX address or regular payment location so that the
      payee can decide whether or not to accept or reject the check, rather that
      have the check possibly processed without thought to the issue. Subscriber
      has reviewed and understands the California Commercial Code (Section 3311)
      relating accord and satisfaction.

9.    Stock Certificates. Bank, or its Agent, will not be held liable in the
      event a stock certificate, bond and/or stock power is received by Bank, or
      its Agent, in error; however, Bank, or its Agent, will endeavor to
      identify such items and to forward them to Subscriber.

10.   Returned Merchandise. Subscriber agrees to instruct its clients not to
      send any returned merchandise to the post office address assigned by Bank,
      and Subscriber hereby holds Bank, or its Agent, free of liability in the
      event such merchandise is received at the address. Bank, or its Agent,
      will make all reasonable attempts to forward merchandise received to
      Subscriber, at the risk and expense of Subscriber.

11.   Commingling. The Bank hereby acknowledges that, of operational necessity,
      payments to a given


                                       1
<PAGE>
      LOCKBOX under the Service must be commingled with other funds in one or
      more accounts during the course of processing. Therefore, no payments
      that, by virtue of a statutory, regulatory, contractual or similar
      restriction, cannot be commingled with other payments or funds will be
      accepted under the Service. Subscriber hereby understands that it will not
      request the Service if commingling of funds is not permitted due to
      regulatory, contractual, or similar restrictions. Bank, or its Agent will
      not be responsible for the identification of these items nor will they
      accept any responsibility or liability which may occur as a result of
      processing such an item in the LOCKBOX.

12.   Third Party Secured Creditor. The Subscriber hereby acknowledges that Bank
      shall not be obligated to, and Bank shall not, enter into a third party
      secured creditor agreement with any creditor of a LOCKBOX Subscriber with
      respect to any payments or funds processed through the LOCKBOX system as
      part of the Service. Subscriber agrees not to participate in the Service
      if required to enter into a third party secured creditor agreement by
      another party.

13.   Confidentiality. Bank, or its Agent, agrees that all information
      concerning the clients of the Subscriber which comes into Bank's, or its
      Agent's, possession pursuant to this Agreement will be treated in the same
      confidential manner as is information relating to the accounts of Bank's
      depositors.

14.   Fees. Unless otherwise agreed by Bank, Subscriber shall pay Bank the fees
      set forth for this service in Bank's most current Fee Schedule, plus
      additional fees for the performance of services beyond the terms of this
      Agreement, or resulting from increased expenses incurred by the failure of
      Subscriber to furnish, on demand, data in a form acceptable to Bank.

15.   Limitations on Bank Liability. In addition to the limitations set forth in
      paragraph 8, above, Bank's, or its Agent's, liability will be limited only
      to acts resulting from Bank's, or its Agent's, gross negligence or willful
      misconduct and shall not exceed Bank's fees and charges to Subscriber in
      connection with the Service for the month in which damages are suffered.
      Under no circumstances will Bank, or its Agent, be held liable for any
      general or consequential damages or damages caused, in whole or in part,
      by the action or inaction of Subscriber or any agent or employee of
      Subscriber. Bank, or its Agent, will not be liable for any damage, loss,
      liability or delay caused by accidents, strikes, fire, flood, war, riot,
      equipment breakdown, electrical or mechanical failure, acts of God, or any
      cause which is reasonably unavoidable or beyond its reasonable control.
      Subscriber agrees that the fees charged by Bank for the performance of
      this service shall be deemed to have been established in contemplation of
      these limitations on Bank's, or its Agent's, liability.

16.   Indemnification. Subscriber agrees to indemnify Bank, its parent Company,
      affiliates, subsidiaries, or its Agent, against any and all damages,
      losses or liabilities, including without limitation reasonable attorneys'
      fees and court costs, which results, directly or indirectly, in whole or
      in part, from any negligence or fraud of Subscriber, its Agent, or any
      employee of Subscriber or from any performance by Bank, or its Agent, of
      Bank's obligations under this Agreement.

17.   Subscriber's Records. This Agreement and the performance by Bank, or its
      Agent, or its services hereunder shall not relieve Subscriber of any
      obligation imposed by law or contract regarding the maintenance of records
      or from employing adequate audit, account and review practices as are
      customarily followed by similar businesses.

18.   Amendment and Termination. Bank may amend the terms of this Agreement from
      time to time by giving written notice to Subscriber at the address set
      forth below or by sending Subscriber a copy of the amended Agreement. If
      Bank raises any fee(s) or deletes any service(s), it agrees to give
      Subscriber 30 days' prior notice. Bank may immediately terminate this
      Agreement in the event that Subscriber or any third party disputes the
      ownership of the Account or of the funds on deposit in the Account.
      Otherwise, either party may terminate this Agreement on 30 days' written
      notice to the other.

19.   Governing Law. This Agreement shall be governed by the laws of the State
      of California. Any dispute between the parties to this contract shall be
      filed in the Court having the appropriate jurisdiction in the County of
      Santa Clara, California.

20.   Notices. All written notices required by this Agreement shall be delivered
      or mailed to the other party at the address set forth below or to such
      other address as the party may specify in writing.


                                       2
<PAGE>
Depository Account Number:  3300363292

Dated  5/10/2002                             Dated  5/11/02

Syntellect Inc.                              SILICON VALLEY BANK

16610 N. Black Canyon Highway                3003 Tasman Drive
Suite 100                                    NC 431
Phoenix, Arizona 85053                       Santa Clara, CA 95054

By    /s/ Timothy P. Vatuone                     By   /s/ William D. Nay, Jr.
      -------------------------                   ------------------------------
(authorized signature)                            (authorized signature)

Title Vice President & CFO                   Title Regional Market Manager
      -------------------------                    -----------------------------
<PAGE>
                            AMENDED LOCKBOX AGREEMENT


Syntellect Inc. ("Subscriber") shall hold all payments on, and proceeds of,
Receivables in trust for Silicon Valley Bank ("Bank"), and Subscriber shall
immediately deliver all such payments and proceeds to Bank in their original
form, duly endorsed in blank, to be applied to the Obligations in such order as
Bank shall determine.

Subscriber hereby agrees to accept a change in the disposition of its lockbox #
CH17123 proceeds from the current account # 3300363292 to the Bank Cash
Collateral Account # 3300363292 beginning immediately. We understand that Bank
may, in its discretion, require that all proceeds of Collateral be deposited by
Subscriber into a lockbox account, or such other "blocked account" as Bank may
specify, pursuant to a blocked account agreement in such form as Bank may
specify. Bank or its designee may, at any time, notify Account Debtors that
Receivables have been assigned to Bank.

DATED:  May 14, 2002


AGREED TO AND ACKNOWLEDGED BY:


Subscriber:

      Syntellect Inc.


      By  /s/ Anthony V. Carollo, Jr.
         -----------------------------------
          President or Vice President

      By  /s/ Timothy P. Vatuone
         -----------------------------------
          Secretary or Ass't Secretary


Bank:


      SILICON VALLEY BANK

      By  /s/ William D. Nay, Jr.
         -----------------------------------
      Title Regional Market Manager
         -----------------------------------


                                       1
<PAGE>
                    INTELLECTUAL PROPERTY SECURITY AGREEMENT

      This Intellectual Property Security Agreement (this "IP Agreement") is
made as of May 14, 2002 by and between Syntellect Inc. ("Grantor"), and Silicon
Valley Bank, a California banking corporation ("Bank").

                                    RECITALS

      A.    Bank will make advances to Grantor ("Advances") as described in the
Accounts Receivable Financing Agreement (the "Financing Agreement"), but only if
Grantor grants Bank a security interest in its Copyrights, Trademarks, Patents,
and Mask Works. Defined terms used but not defined herein shall have the same
meanings as in the Financing Agreement.

      B.    Pursuant to the terms of the Financing Agreement, Grantor has
granted to Bank a security interest in all of Grantor's right title and
interest, whether presently existing or hereafter acquired in, to and under all
of the Collateral.

      NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged and intending to be legally bound, as collateral security
for the prompt and complete payment when due of Grantor's Indebtedness under the
Financing Agreement, Grantor hereby represents, warrants, covenants and agrees
as follows:

      1.    Grant of Security Interest. As collateral security for the prompt
and complete payment and performance of all of Grantor's present or future
Indebtedness, obligations and liabilities to Bank, Grantor hereby grants a
security interest in all of Grantor's right, title and interest in, to and under
its Intellectual Property Collateral (all of which shall collectively be called
the "Intellectual Property Collateral"), including, without limitation, the
following:

            (a)   Any and all copyright rights, copyright applications,
copyright registrations and like protections in each work or authorship and
derivative work thereof, whether published or unpublished and whether or not the
same also constitutes a trade secret, now or hereafter existing, created,
acquired or held, including without limitation those set forth on Exhibit A
attached hereto (collectively, the "Copyrights");

            (b)   Any and all trade secrets, and any and all intellectual
property rights in computer software and computer software products now or
hereafter existing, created, acquired or held;

            (c)   Any and all design rights which may be available to Grantor
now or hereafter existing, created, acquired or held;

            (d)   All patents, patent applications and like protections
including, without limitation, improvements, divisions, continuations, renewals,
reissues, extensions and continuations-in-part of the same, including without
limitation the patents and patent applications set forth on Exhibit B attached
hereto (collectively, the "Patents");

            (e)   Any trademark and servicemark rights, whether registered or
not, applications to register and registrations of the same and like
protections, and the entire goodwill of the business of Grantor connected with
and symbolized by such trademarks, including without limitation those set forth
on Exhibit C attached hereto (collectively, the "Trademarks")

            (f)   All mask works or similar rights available for the protection
of semiconductor chips, now owned or hereafter acquired, including, without
limitation those set forth on Exhibit D attached hereto (collectively, the "Mask
Works");

            (g)   Any and all claims for damages by way of past, present and
future infringements of any of the rights included above, with the right, but
not the obligation, to sue for and collect such damages for said use or
infringement of the intellectual property rights identified above;
<PAGE>
            (h)   All licenses or other rights to use any of the Copyrights,
Patents, Trademarks, or Mask Works and all license fees and royalties arising
from such use to the extent permitted by such license or rights; and

            (i)   All amendments, extensions, renewals and extensions of any of
the Copyrights, Trademarks, Patents, or Mask Works; and

            (j)   All proceeds and products of the foregoing, including without
limitation all payments under insurance or any indemnity or warranty payable in
respect of any of the foregoing.

      2.    Authorization and Request. Grantor authorizes and requests that the
Register of Copyrights and the Commissioner of Patents and Trademarks record
this IP Agreement.

      3.    Covenants and Warranties. Grantor represents, warrants, covenants
and agrees as follows:

            (a)   Grantor is now the sole owner of the Intellectual Property
Collateral, except for non-exclusive licenses granted by Grantor to its
customers in the ordinary course of business.

            (b)   Performance of this IP Agreement does not conflict with or
result in a breach of any IP Agreement to which Grantor is bound, except to the
extent that certain intellectual property agreements prohibit the assignment of
the rights thereunder to a third party without the licensor's or other party's
consent and this IP Agreement constitutes a security interest.

            (c)   During the term of this IP Agreement, Grantor will not
transfer or otherwise encumber any interest in the Intellectual Property
Collateral, except for non-exclusive licenses granted by Grantor in the ordinary
course of business or as set forth in this IP Agreement;

            (d)   To its knowledge, each of the Patents is valid and
enforceable, and no part of the Intellectual Property Collateral has been judged
invalid or unenforceable, in whole or in part, and no claim has been made that
any part of the Intellectual Property Collateral violates the rights of any
third party;

            (e)   Grantor shall promptly advise Bank of any material adverse
change in the composition of the Collateral, including but not limited to any
subsequent ownership right of the Grantor in or to any Trademark, Patent,
Copyright, or Mask Work specified in this IP Agreement;

            (f)   Grantor shall (i) protect, defend and maintain the validity
and enforceability of the Trademarks, Patents, Copyrights, and Mask Works, (ii)
use its best efforts to detect infringements of the Trademarks, Patents,
Copyrights, and Mask Works and promptly advise Bank in writing of material
infringements detected and (iii) not allow any Trademarks, Patents, Copyrights,
or Mask Works to be abandoned, forfeited or dedicated to the public without the
written consent of Bank, which shall not be unreasonably withheld, unless
Grantor determines that reasonable business practices suggest that abandonment
is appropriate.

            (g)   Grantor shall promptly register the most recent version of any
of Grantor's Copyrights, if not so already registered, and shall, from time to
time, execute and file such other instruments, and take such further actions as
Bank may reasonably request from time to time to perfect or continue the
perfection of Bank's interest in the Intellectual Property Collateral;

            (h)   This IP Agreement creates, and in the case of after acquired
Intellectual Property Collateral, this IP Agreement will create at the time
Grantor first has rights in such after acquired Intellectual Property
Collateral, in favor of Bank a valid and perfected first priority security
interest in the Intellectual Property Collateral in the United States securing
the payment and performance of the obligations evidenced by the Note and the
Financing Agreement upon making the filings referred to in clause (i) below;

            (i)   To its knowledge, except for, and upon, the filing with the
United States Patent and Trademark office with respect to the Patents and
Trademarks and the Register of Copyrights with respect to the Copyrights and
Mask Works necessary to perfect the security interests created hereunder and
except as has been already made or obtained, no authorization, approval or other
action by, and no notice to or filing with, any U.S. governmental authority of
U.S. regulatory body is required either (i) for the grant by Grantor of the
security interest granted hereby or for the execution, delivery or performance
of this IP Agreement by


                                       2
<PAGE>
Grantor in the U.S. or (ii) for the perfection in the United States or the
exercise by Bank of its rights and remedies thereunder;

            (j)   All information heretofore, herein or hereafter supplied to
Bank by or on behalf of Grantor with respect to the Intellectual Property
Collateral is accurate and complete in all material respects.

            (k)   Grantor shall not enter into any agreement that would
materially impair or conflict with Grantor's obligations hereunder without
Bank's prior written consent, which consent shall not be unreasonably withheld.
Grantor shall not permit the inclusion in any material contract to which it
becomes a party of any provisions that could or might in any way prevent the
creation of a security interest in Grantor's rights and interest in any property
included within the definition of the Intellectual property Collateral acquired
under such contracts, except that certain contracts may contain anti-assignment
provisions that could in effect prohibit the creation of a security interest in
such contracts.

            (l)   Upon any executive officer of Grantor obtaining actual
knowledge thereof, Grantor will promptly notify Bank in writing of any event
that materially adversely affects the value of any material Intellectual
Property Collateral, the ability of Grantor to dispose of any material
Intellectual Property Collateral of the rights and remedies of Bank in relation
thereto, including the levy of any legal process against any of the Intellectual
Property Collateral.

      4.    Bank's Rights. Bank shall have the right, but not the obligation, to
take, at Grantor's sole expense, any actions that Grantor is required under this
IP Agreement to take but which Grantor fails to take, after fifteen (15) days'
notice to Grantor. Grantor shall reimburse and indemnify Bank for all reasonable
costs and reasonable expenses incurred in the reasonable exercise of its rights
under this section 4.

      5.    Inspection Rights. Grantor hereby grants to Bank and its employees,
representatives and agents the right to visit, during reasonable hours upon
prior reasonable written notice to Grantor, and any of Grantor's plants and
facilities that manufacture, install or store products (or that have done so
during the prior six-month period) that are sold utilizing any of the
Intellectual Property Collateral, and to inspect the products and quality
control records relating thereto upon reasonable written notice to Grantor and
as often as may be reasonably requested, but not more than one (1) in every six
(6) months; provided, however, nothing herein shall entitle Bank access to
Grantor's trade secrets and other proprietary information.

      6.    Further Assurances; Attorney in Fact.

            (a)   On a continuing basis, Grantor will, subject to any prior
licenses, encumbrances and restrictions and prospective licenses, make, execute,
acknowledge and deliver, and file and record in the proper filing and recording
places in the United States, all such instruments, including appropriate
financing and continuation statements and collateral agreements and filings with
the United States Patent and Trademarks Office and the Register of Copyrights,
and take all such action as may reasonably be deemed necessary or advisable, or
as requested by Bank, to perfect Bank's security interest in all Copyrights,
Patents, Trademarks, and Mask Works and otherwise to carry out the intent and
purposes of this IP Agreement, or for assuring and confirming to Bank the grant
or perfection of a security interest in all Intellectual Property Collateral.

            (b)   Grantor hereby irrevocably appoints Bank as Grantor's
attorney-in-fact, with full authority in the place and stead of Grantor and in
the name of Grantor, Bank or otherwise, from time to time in Bank's discretion,
upon Grantor's failure or inability to do so, to take any action and to execute
any instrument which Bank may deem necessary or advisable to accomplish the
purposes of this IP Agreement, including:

                  (i)   To modify, in its sole discretion, this IP Agreement
without first obtaining Grantor's approval of or signature to such modification
by amending Exhibit A, Exhibit B, Exhibit C, and Exhibit D hereof, as
appropriate, to include reference to any right, title or interest in any
Copyrights, Patents, Trademarks or Mask Works acquired by Grantor after the
execution hereof or to delete any reference to any right, title or interest in
any Copyrights, Patents, Trademarks, or Mask Works in which Grantor no longer
has or claims any right, title or interest; and

                  (ii)  To file, in its sole discretion, one or more financing
or continuation statements and


                                       3
<PAGE>
amendments thereto, relative to any of the Intellectual Property Collateral
without the signature of Grantor where permitted by law.

      7.    Events of Default. The occurrence of any of the following shall
constitute an Event of Default under this IP Agreement:

            (a)   An Event of Default occurs under the Financing Agreement; or

            (b)   Grantor breaches any warranty or agreement made by Grantor in
                  this IP Agreement.

      8.    Remedies. Upon the occurrence and continuance of an Event of
Default, Bank shall have the right to exercise all the remedies of a secured
party under the California Uniform Commercial Code, including without limitation
the right to require Grantor to assemble the Intellectual Property Collateral
and any tangible property in which Bank has a security interest and to make it
available to Bank at a place designated by Bank. Bank shall have a nonexclusive,
royalty free license to use the Copyrights, Patents, Trademarks, and Mask Works
to the extent reasonably necessary to permit Bank to exercise its rights and
remedies upon the occurrence of an Event of Default. Grantor will pay any
expenses (including reasonable attorney's fees) incurred by Bank in connection
with the exercise of any of Bank's rights hereunder, including without
limitation any expense incurred in disposing of the Intellectual Property
Collateral. All of Bank's rights and remedies with respect to the Intellectual
Property Collateral shall be cumulative.

      9.    Indemnity. Grantor agrees to defend, indemnify and hold harmless
Bank and its officers, employees, and agents against: (a) all obligations,
demands, claims, and liabilities claimed or asserted by any other party in
connection with the transactions contemplated by this IP Agreement, and (b) all
losses or expenses in any way suffered, incurred, or paid by Bank as a result of
or in any way arising out of, following or consequential to transactions between
Bank and Grantor, whether under this IP Agreement or otherwise (including
without limitation, reasonable attorneys fees and reasonable expenses), except
for losses arising from or out of Bank's gross negligence or willful misconduct.

      10.   Reassignment. At such time as Grantor shall completely satisfy all
of the obligations secured hereunder, Bank shall execute and deliver to Grantor
all deed, assignments, and other instruments as may be necessary or proper to
reinvest in Grantor full title to the property assigned hereunder, subject to
any disposition thereof which may have been made by Bank pursuant hereto.

      11.   Course of Dealing. No course of dealing, nor any failure to
exercise, nor any delay in exercising any right, power or privilege hereunder
shall operate as a waiver thereof.

      12.   Attorneys' Fees. If any action relating to this IP Agreement is
brought by either party hereto against the other party, the prevailing party
shall be entitled to recover reasonable attorneys' fees, costs and
disbursements.

      13.   Amendments. This IP Agreement may be amended only by a written
instrument signed by both parties hereto.

      14.   Counterparts. This IP Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute the same instrument.

      15.   Law and Jurisdiction. This IP Agreement shall be governed by and
construed in accordance with the laws of the State of California, without regard
for choice of law provisions. Grantor and Bank consent to the nonexclusive
jurisdiction of any state or federal court located in Santa Clara County,
California.

      16.   Confidentiality. In handling any confidential information, Bank
shall exercise the same degree of care that it exercises with respect to its own
proprietary information of the same types to maintain the confidentiality of any
non-public information thereby received or received pursuant to this IP
Agreement except that the disclosure of this information may be made (i) to the
affiliates of the Bank, (ii) to prospective transferee or purchasers of an
interest in the obligations secured hereby, provided that they have entered into
comparable confidentiality agreement in favor of Grantor and have deliver a copy
to Grantor, (iii) as required by law, regulation, rule or order, subpoena
judicial order or similar order and (iv) as may be


                                       4
<PAGE>
required in connection with the examination, audit or similar investigation of
Bank.

      IN WITNESS WHEREOF, the parties hereto have executed this IP Agreement on
the day and year first above written.

ADDRESS OF GRANTOR:                              GRANTOR:

16610 N. Black Canyon Highway, Suite 100         Syntellect Inc.
Phoenix, Arizona 85053
                                                 By: /s/ Timothy P. Vatuone
                                                     ---------------------------
                                                 Name: Timothy (Tim) P. Vatuone
                                                       -------------------------
                                                 Title: Vice President & CFO
                                                        ------------------------


                                       5
<PAGE>
Exhibit "A" attached to that certain Intellectual Property Security Agreement
dated May 14, 2002

                                  EXHIBIT "A"

                                   COPYRIGHTS

                                ( SEE ATTACHED )

SCHEDULE A - ISSUED COPYRIGHTS

<TABLE>
<CAPTION>
COPYRIGHT       REGISTRATION     DATE OF
DESCRIPTION     NUMBER           ISSUANCE
-----------     ------           --------
<S>             <C>              <C>

</TABLE>


SCHEDULE B - PENDING COPYRIGHT APPLICATIONS


<TABLE>
<CAPTION>
                                                  FIRST DATE
COPYRIGHT      APPLICATION   DATE OF              OF PUBLIC
DESCRIPTION    NUMBER        FILING    CREATION   DISTRIBUTION
-----------    ------        -------   --------   ------------
<S>            <C>           <C>       <C>        <C>

</TABLE>


SCHEDULE C - UNREGISTERED COPYRIGHTS (Where No Copyright Application is Pending)


<TABLE>
<CAPTION>
                                                        DATE AND
                                                        RECORDATION
                                                        NUMBER OF
                                                        IP AGREEMENT
                                                        TO OWNER OF
                                        ORIGINAL        GRANTOR (IF
                                        AUTHOR OR       ORIGINAL AUTHOR
                                        OWNER OF        OR OWNER OF
                         FIRST DATE     COPYRIGHT       COPYRIGHT IS
COPYRIGHT     DATE OF    OF             (IF DIFFERENT   DIFFERENT FROM
DESCRIPTION   CREATION   DISTRIBUTION   FROM GRANTOR)   GRANTOR)
<S>           <C>        <C>            <C>             <C>

</TABLE>


                                       6
<PAGE>
                                   EXHIBIT "A"

                     SYNTELLECT U.S. COPYRIGHT STATUS CHART


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
       TITLE                REG.         REG.         STATUS     S&W DOCKET
  COPYRIGHT DESC.           DATE        NUMBER                       NO.
--------------------------------------------------------------------------------
<S>                       <C>        <C>            <C>          <C>
INFOBOT RELEASE 9           7-8-88   TX 2-439-865   Registered   07234.4300
INFOBOT RELEASE 9         12-19-88   TX 2-662-107   Registered   07234.4313
INFOBOT RELEASE 1.1       11-23-90   TX 2-962-098   Registered   07234.4317
PREMIER VER. 3.7           9-21-98   TX 4-746-464   Registered   07234.8401
PREMIER 030 VER. 4.7       9-21-98   TX 4-746-462   Registered   07234.8402
PREMIER 030 VER. 4.8       9-21-98   TX 4-746-463   Registered   07234.8403
</TABLE>


                                       7
<PAGE>
Exhibit "B" attached to that certain Intellectual Property Security Agreement
dated May 14, 2002

                                  EXHIBIT "B"

                                    PATENTS

<TABLE>
<CAPTION>
PATENT
DESCRIPTION   DOCKET NO.   COUNTRY   SERIAL NO.   FILING DATE   STATUS
-----------   ----------   -------   ----------   -----------   ------
<S>           <C>          <C>       <C>          <C>           <C>
NONE
</TABLE>


                                       8
<PAGE>
Exhibit "C" attached to that certain Intellectual Property Security Agreement
dated May 14, 2002

                                  EXHIBIT "C"

                                  TRADEMARKS

<TABLE>
<CAPTION>
TRADEMARK
DESCRIPTION         COUNTRY     SERIAL NO.     REG. NO     STATUS
-----------         -------     ----------     -------     ------
<S>                 <C>         <C>            <C>         <C>
( SEE ATTACHED )
</TABLE>


                                       9
<PAGE>
                                   EXHIBIT "C"

                        SYNTELLECT TRADEMARK STATUS CHART

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
         MARK             COUNTRY     S.N./REG. NO.          STATUS        S&W FILE NO.
---------------------------------------------------------------------------------------
<S>                      <C>          <C>              <C>                 <C>
MD                       U.S.         1,330,649        Registered          07234.0700
SYNTELLECT               U.S.         1,465,845        Registered          07234.4900
SYNTELLECT               Canada       TMA 339,071      Registered          07234.4903
SYNTELLECT               Denmark      0122/1989        Registered          07234.4904
SYNTELLECT               France       1,398,473        Registered          07234.4906
SYNTELLECT               Germany      1,116,850        Registered          07234.4907
SYNTELLECT               Japan        2,242,548        Registered          07234.4910
SYNTELLECT               Korea        161,576          Registered          07234.4911
SYNTELLECT               Mexico       362,113          Registered          07234.4913
SYNTELLECT               U.K.         1,304,028        Registered          07234.4921
SYNTELLECT               Benelux      431,085          Registered          07234.4926
SYNTELLECT               Norway       133,986          Registered          07234.4970
INFOBOT                  U.S.         1,500,243        Registered          07234.5000
INFOBOT                  Australia    A461791          Registered          07234.5001
INFOBOT                  Canada       TMA 349,867      Registered          07234.5003
INFOBOT                  France       1,398,472        Registered          07234.5006
INFOBOT                  Germany      1,116,851        Registered          07234.5007
INFOBOT                  Japan        2,242,549        Registered          07234.5010
INFOBOT                  Korea        161,577          Registered          07234.5011
INFOBOT                  Mexico       362,114          Registered          07234.5013
INFOBOT                  U.K.         1,304,029        Registered          07234.5021
INFOBOT                  Benelux      431,084          Registered          07234.5026
INFOBOT                  Norway       135,460          Registered          07234.5070
INFOBOT                  Spain        1,187,405        Registered          07234.5082
[SYNTELLECT LOGO]        U.S.         1,493,935        Registered          07234.5300
[SYNTELLECT LOGO]        Canada       TMA 404,723      Registered          07234.5303
[SYNTELLECT LOGO]        Mexico       362,115          Registered          07234.5313
[SYNTELLECT LOGO]        U.K.         1,312,193        Registered          07234.5321
[SYNTELLECT LOGO]        Mexico       359,263          Registered          07234.5363
</TABLE>


                                       10
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
         MARK             COUNTRY     S.N./REG. NO.          STATUS        S&W FILE NO.
---------------------------------------------------------------------------------------
<S>                      <C>          <C>              <C>                 <C>
[SYNTELLECT LOGO]        U.S.         1,497,468        Registered          07234.5400
[SYNTELLECT LOGO]        Mexico       362,116          Registered          07234.5413
[SYNTELLECT LOGO]        Mexico       359,262          Registered          07234.5463
VOCALPOINT               U.S.         1,871,845        Registered          07234.5600
VOCALPOINT               Hong Kong    7071/95          Registered          07234.5608
VOCALPOINT               U.K.         1,548,689        Registered          07234.5621
INFOWATCH                Hong Kong    B9213/95         Registered          07234.5808
INFOWATCH                U.K.         1,548,677        Registered          07234.5821
VOTERPOINT               Sweden       300078           Registered          07234.6019
FAXPOINT                 Sweden       300077           Registered          07234.6119
FAXPOINT                 U.K.         1559116          Registered          07234.6121
SCREENRESPONSE           U.S.         2,053,106        Registered          07234.6400
VOCALPAGE                U.S.         1,896,856        Registered
DISPLAYVOICE             U.S.         1,899,651        Registered
[SYNTELLECT LOGO]        U.S.         2,136,852        Registered          07234.6800
[SYNTELLECT LOGO]        Canada       TMA 514,917      Registered          07234.6803
[SYNTELLECT LOGO]        Germany      397 15 852       Registered          07234.6807
[SYNTELLECT LOGO]        U.K.         2,128,539        Registered          07234.6821
SYNTHESIZER              U.S.         2,224,831        Registered on       07234.6900
                                                       Supplemental
                                                       Register
SYNTHESIZER              Germany      397 15 854.8     Registered          07234.6907
SYNTHESIZER              U.K.         2,128,535        Registered          07234.6921
[SYNTELLECT LOGO]        U.S.         2,132,113        Registered          07234.7100
[SYNTELLECT LOGO]        U.S.         2,107,088        Registered          07234.7200
VOCALPOINT INTERACTIVE   U.S.         2,182,315        Registered          07234.7400
WEB RESPONSE
VOCALPOINT INTERACTIVE   Germany      397 49 673.7     Registered          07234.7407
WEB RESPONSE
</TABLE>


                                       11
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
         MARK             COUNTRY     S.N./REG. NO.          STATUS        S&W FILE NO.
---------------------------------------------------------------------------------------
<S>                      <C>          <C>              <C>                 <C>
VOCALPOINT INTERACTIVE   U.K.         2,148,156        Registered          07234.7421
WEB RESPONSE
WEBCALLBACK              U.S.         2,276,845        Registered          07234.7500
WEBCALLBACK              Canada       875,673          Allowed; Decl. of   07234.7503
                                                       Use due 5/9/02
VISTALINK                U.S.         2,216,209        Registered          07234.7600
VISTALINK                Canada       875,672          Pending             07234.7603
VISTALINK                Germany      398 21 054       Registered          07234.7607
VISTALINK                U.K.         2,164,315        Registered          07234.7621
CYBERSTATS               US           2,234,194        Registered          07234.7800
VISTAGEN                 U.S.         2,317,219        Registered          07234.8000
VISTAVIEW                U.S.         2,482,794        Registered          07234.8100
SYNTELLECT INTERACTIVE   U.S.         2,516,199        Registered          07234.9300
SERVICES EASYPAY
MEDIAVOICE ON HOLD       U.S.         75/771,074       Pending;            07234.9500
                                                       Statement of
                                                       Use due 4/2/02
MEDIAVOICE               U.S.         2,456,786        Registered          08234.0300
HOME TICKET              U.S.         2,526,558        Registered          08234.0800
</TABLE>


                                       12
<PAGE>
Exhibit "D" attached to that certain Intellectual Property Security Agreement
dated May 14, 2002

                                  EXHIBIT "D"

                                  MASK WORKS

<TABLE>
<CAPTION>
MASK WORK
DESCRIPTION     COUNTRY     SERIAL NO.     REG. NO     STATUS
-----------     -------     ----------     -------     ------
<S>             <C>         <C>            <C>         <C>
NONE
</TABLE>


                                       13