<PAGE>   1
EXHIBIT (10)(vi)

                             OFFICE LEASE AGREEMENT

                                SYNTELLECT, INC.
                                BELL ROAD & I-17
                           16610 N. BLACK CANYON HWY.
                                   SUITE #100

                                TABLE OF CONTENTS

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<S>            <C>                                                               <C>
ARTICLE  1.    SUMMARY AND DEFINITION OF CERTAIN LEASE PROVISIONS AND EXHIBITS            1
ARTICLE  2.    PREMISES/RIGHT TO USE COMMON AREAS.............................            1
ARTICLE  3.    TERM...........................................................            2
ARTICLE  4.    MINIMUM MONTHLY RENT...........................................            2
ARTICLE  5.    ADDITIONAL RENT/EXPENSE STOP...................................            2
ARTICLE  6.    PARKING........................................................            2
ARTICLE  7.    RENT TAX AND PERSONAL PROPERTY TAXES...........................            3
ARTICLE  8.    PAYMENT OF RENT/LATE CHARGES...................................            3
ARTICLE  9.    SECURITY DEPOSIT...............................................            3
ARTICLE 10.    CONSTRUCTION OF THE PREMISES...................................            3
ARTICLE 11.    ALTERATIONS  ..................................................            3
ARTICLE 12.    PERSONAL PROPERTY/SURRENDER OF PREMISES........................            3
ARTICLE 13.    LIENS..........................................................            3
ARTICLE 14.    USE OF PREMISES/RULES AND REGULATIONS..........................            3
ARTICLE 15.    RIGHTS RESERVED BY LANDLORD....................................            4
ARTICLE 16.    QUIET ENJOYMENT................................................            4
ARTICLE 17.    MAINTENANCE AND REPAIR.........................................            4
ARTICLE 18.    UTILITIES AND JANITORIAL SERVICES..............................            4
ARTICLE 19.    ENTRY AND INSPECTION...........................................            4
ARTICLE 20.    ACCEPTANCE OF THE PREMISES/LIABILITY INSURANCE.................            4
ARTICLE 21.    CASUALTY INSURANCE.............................................            5
ARTICLE 22.    DAMAGE AND DESTRUCTION OF PREMISES.............................            5
ARTICLE 23.    EMINENT DOMAIN.................................................            5
ARTICLE 24.    ASSIGNMENT AND SUBLETTING......................................            5
ARTICLE 25.    SALE OF PREMISES BY LANDLORD...................................            5
ARTICLE 26.    SUBORDINATION/ATTORNMENT/MODIFICATION/ASSIGNMENT...............            5
ARTICLE 27.    LANDLORD'S DEFAULT AND RIGHT TO CURE...........................            6
ARTICLE 28.    ESTOPPEL CERTIFICATES..........................................            6
ARTICLE 29.    TENANT'S DEFAULT AND LANDLORD'S REMEDIES.......................            6
ARTICLE 30.    TENANT'S RECOURSE..............................................            6
ARTICLE 31.    HOLDING OVER...................................................            6
ARTICLE 32.    GENERAL PROVISIONS.............................................            6
ARTICLE 33.    NOTICES........................................................            7
ARTICLE 34.    BROKER'S COMMISSIONS...........................................            7
ARTICLE 35.    INDEMNIFICATION/WAIVER OF SUBROGATION .........................            7
ARTICLE 36.    ADDENDUM.......................................................   ADDENDUM-1
</TABLE>

EXHIBITS:
(A)            PREMISES (2 PAGES)
(B)            RULES AND REGULATIONS
(C)            PARKING RULES AND REGULATIONS

                                                                 Landlord: _____
                                                                   Tenant: _____


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<PAGE>   2
                             OFFICE LEASE AGREEMENT

THIS OFFICE LEASE AGREEMENT, dated March 6, 2000 is made and entered into by
DENALI NATIONAL TRUST, INC. an Alaska Corporation, (the "Landlord") and
SYNTELLECT, Inc. a Delaware Corporation (the "Tenant"). In consideration of the
mutual promises and representations set forth in this Lease, Landlord and Tenant
agree as follows:

ARTICLE 1. SUMMARY AND DEFINITION OF CERTAIN LEASE PROVISIONS AND EXHIBITS

1.1 The following terms and provisions of this Lease, as modified by other terms
and provisions hereof, are included in this Section 1.1 for summary and
definitional purposes only. If there is any conflict or inconsistency between
any term or provision in this Section 1.1 and any other term or provision of
this Lease, the other term or provision of this Lease shall control:

(a)   Landlord:                            Denali National Trust, Inc.,
                                           an Alaska Corporation.

(b)   Address of Landlord for Notices:     Denali National Trust, Inc.
                                           8383 E. Evans Rd.
                                           Scottsdale, Arizona   85260
                                           Attn:  Scott Hugie

(c)   Tenant:                              SYNTELLECT, Inc.

(d)   Address of Tenant for Notices:       SYNTELLECT, Inc.
      (Include Main/Hdq. Address)          16610 N. Black Canyon Hwy, Suite 100
                                           Phoenix, Arizona   85023

(e) Lease Term: July 15, 2000 through October 31, 2005 as further defined in
Article 3 and subject to the conditions outlined in Paragraphs 1 & 2 of the
Addendum to Office Lease Agreement attached herein.


(f) Building: The office building located at 16610 N. Black Canyon Hwy.,
Phoenix, Arizona 85023.

(g) Premises: Suite 100 on the first floor of the Building, as shown on Exhibit
A, consisting of approximately 37,301 Rentable Square Feet.

(h) Minimum Monthly Rent: $62,168.33 plus applicable sales tax for each full
calendar month during months 3-39 of the Lease Term, and $65,867.35 plus
applicable sales tax for each full calendar month during months 40-63 of the
Lease Term and commencing on or about July 15, 2000 through October 31, 2005
Tenant shall not pay the Minimum Monthly Rent for the first three months of the
Lease, but shall pay its electrical charges. This is a "Modified-Gross Lease in
which the Tenant is responsible for paying its own electrical charges in
addition to the Minimum Monthly Rent.

(i) Tenant's Base Share: (see Article 5).

(j) Expense Stop: $4.85 per square foot.

(k) Security Deposit: A Security Deposit of $63,500.00 is required at the time
the Lease is signed by Tenant.

(l) Parking: Thirty-seven (37) covered reserved spaces included at no extra
charge. Parking is provided on a 5:1,000 square foot basis.



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<PAGE>   3
1.2 The following exhibits (the "Exhibits") and addenda are attached hereto and
incorporated herein by this reference:

         Exhibit A        Premises (2 Pages)
         Exhibit B        Building Rules and Regulations
         Exhibit C        Parking Rules and Regulations
         Addendum to Office Lease Agreement (the "Addendum"), dated of even date
         herewith.

         The Office Lease Agreement, the Addendum, and the Exhibits are
collectively referred to herein as the "Lease."

ARTICLE 2. PREMISES/RIGHT TO USE COMMON AREAS

2.1 Landlord leases to Tenant and Tenant leases from Landlord the Premises, for
and subject to the terms and provisions set forth in this Lease. This Lease is
subject to all liens, encumbrances, parking and access easements, restrictions,
covenants, and all other matters of record, the Rules and Regulations described
in Article 14 and the Parking Rules and Regulations described in Article 6.
Tenant and Tenant's agents, contractors, customers, directors, employees,
invitees, officers, and patrons (collectively, the "Tenant's Permittees") have a
non-exclusive privilege and license, during the Lease Term, to use the
non-restricted Common Areas in common with all other authorized users thereof.

                                                                 Landlord: _____
                                                                   Tenant: _____


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<PAGE>   4
2.2 For purposes of this Lease, the following terms have the definitions set
forth below:

(a) "Automobile Parking Areas" means all areas designated for automobile parking
upon the Land. Automobile Parking Areas are Common Areas, but certain parking
areas are restricted. (See Parking Rules & Regulations).

(b) "Common Areas" means those areas within the Building and Land not leased to
any tenant and which are intended by Landlord to be available for the use,
benefit, and enjoyment of all occupants of the Building.

(c) "Interior Common Facilities" means lobbies, corridors, hallways, elevator
foyers, restrooms, mail rooms, mechanical and electrical rooms, janitor closets,
and other similar facilities used by tenants or for the benefit of tenants on a
non-exclusive basis. Access to certain Interior Common Facilities is restricted.

(d) "Land" means the parcel of land containing the Building;

(e) "Load Factor" means the quotient of the Rentable Square Footage of the
Building divided by the aggregate Usable Square Footage of all premises and
occupiable space in the Building, and is subject to change from time to time.

(f) "Rentable Square Footage" means (1) with respect to the Building, the sum of
the total area of all floors in the Building (including Interior Common
Facilities but excluding stairs, elevator shafts, vertical shafts, parking areas
and exterior balconies), computed by measuring to the exterior surface of
permanent outside walls; and (2) with respect to the Premises, the Usable Square
Footage of the Premises multiplied by the Load Factor.

(g) "Usable Square Footage" means the area of the Premises (or other space
occupiable by tenants as the case may be) computed by measuring to the exterior
surface of permanent outside walls, to the midpoint of corridor and demising
walls and to the Tenant side of permanent interior walls and Interior Common
Facilities walls (other than corridor walls).

ARTICLE 3. TERM

The term of this Lease shall be sixty-three (63) months, plus the remainder of
any partial calendar month in which the Lease Term commences, commencing on July
15, 2000, the Commencement Date, and expiring October 31, 2005.

ARTICLE 4. MINIMUM MONTHLY RENT

Tenant shall pay to Landlord, without deduction, setoff, prior notice, or
demand, the Minimum Monthly Rent, payable in advance on the first day of each
calendar month during the Lease Term. If the Lease Term commences on a date
other than the first day of a calendar month, the Minimum Monthly Rent for that
month shall be prorated on a per diem basis and be paid to Landlord on or before
the Commencement Date.

ARTICLE 5. ADDITIONAL RENT/EXPENSE STOP

Tenant shall pay as additional rent each year the amount, if any, by which the
Tenant's Share of Operating Costs during each Operating Year of the Lease Term
exceeds the Base Share. For purposes of this lease, "Base Share" means an amount
equal to the product of the Rentable Square Footage of the Premises multiplied
by the Expense Stop. If the Lease Term begins or ends anytime other than the
first or last day of an Operating Year, Operating Costs and the Tenant's Share
thereof shall be prorated. Prior to the end of each Operating Year, Landlord
shall provide Tenant with a written statement of Landlord's estimate of
Operating Costs and Tenant's Estimated Share for the next succeeding Operating
Year. If the Estimated Share exceeds the Tenant's Base Share, Tenant shall pay
Landlord, concurrently with each payment of the Minimum Monthly Rent for the
next Operating Year, an amount equal to one-twelfth (1/12) of the amount by
which the Estimated Share exceeds the Base Share. Landlord may, at any time,
revise the Estimated Share and adjust the required monthly payment accordingly.
Within ninety (90) days after the end of each Operating Year, Landlord shall
provide Tenant with a statement showing Tenant's Share of the actual Operating
Costs for the preceding Operating Year (the Actual Share). If the Actual Share
exceeds the Estimated Share paid by Tenant during that Operating Year, Tenant
shall pay the excess at the time the next


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<PAGE>   5
succeeding payment of Minimum Monthly Rent is payable (or within ten (10) days
if the lease term has expired or been terminated. If the Actual Share is less
than the Estimated Share paid by Tenant, Landlord shall apply such excess to
payments next falling due under this Article (or refund the same to Tenant or
credit amounts due from Tenant if the Lease Term has expired or been
terminated). In the event the Building is not fully occupied during any
Operating Year, an adjustment shall be made by Landlord in calculating the
Operating Costs for such Operating Year so that the Operating Costs shall be
adjusted to the amount that would have been incurred had the Building been fully
occupied during such Operating Year. For purposes of this Lease (a) "Operating
Costs" means and includes all costs of management, maintenance, and operation of
the Project, including but not limited to the costs of cleaning, repairs,
utilities (except electricity), air conditioning, heating, plumbing, elevator,
parking, landscaping, insurance, property taxes and special assessments, and all
other costs which can properly be considered operating expenses but excluding
costs of property additions, alterations for tenants, leasing commissions,
advertising, depreciation, interest, income taxes and administrative costs not
specifically incurred in the management, maintenance and operation of the
Project; and (b) "Operating Year" means a year beginning January 1 and ending
December 31.

Tenants with leases expiring or terminating prior to the end of the Operating
Year shall be responsible for their portion of Operating Costs above Tenant's
Base Share based on Landlord's estimate of Operating Costs. Tenant shall not be
responsible for increases in "Controllable Costs" in excess of five per-cent
(5.00%) per year.

ARTICLE 6. PARKING

Nothing contained herein shall be deemed to create liability upon Landlord for
any damage to motor vehicles of Tenant's Permittees, or from loss of property
from within such motor vehicles while parked in the Automobile Parking Areas.
Landlord has the right to establish and to enforce against all users of the
Automobile Parking Areas, reasonable rules and regulations (the "Parking Rules
and Regulations). Landlord shall assign and identify Reserved Parking Spaces.
Landlord will not police nor be responsible for any vehicle parked in Tenant's
reserved parking space.

                                                                 Landlord: _____
                                                                   Tenant: _____



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<PAGE>   6
ARTICLE 7. RENT TAX AND PERSONAL PROPERTY TAXES

Tenant shall pay to Landlord, in addition to, and simultaneously with, any other
amounts payable to Landlord under this Lease, a sum equal to the aggregate of
any municipal, county, state, or federal excise, sales, use, or transaction
privilege taxes now or hereafter legally levied or imposed against, or on
account of, any amounts payable under this Lease by Tenant or the receipt
thereof by Landlord. Tenant shall pay, prior to delinquency, all taxes levied
upon fixtures, furnishings, equipment, and personal property placed on the
Premises by Tenant.

ARTICLE 8. PAYMENT OF RENT/LATE CHARGES

Tenant shall pay the rent and all other charges specified in this Lease to
Landlord at the address set forth on Section 1.1(b) of this Lease, or to another
person and at another address as Landlord from time to time designates in
writing. Minimum Monthly Rent, additional rent, or other charges payable by
Tenant to Landlord under the terms of this Lease not received within ten (10)
days after the due date (the "Delinquency Date") thereof shall automatically
(and without notice) incur a late charge of five percent (5%) of the delinquent
amount.

ARTICLE 9. SECURITY DEPOSIT

Tenant shall, upon execution of this Lease, deposit with Landlord the Security
Deposit, as security for the performance of terms and provisions of this Lease
by Tenant, which shall be returned to Tenant at the termination of the Lease if
it has discharged its obligations to Landlord in full. The Security Deposit
shall not be used to pay the last month's lease payment.

ARTICLE 10. CONSTRUCTION OF THE PREMISES

Landlord shall construct Tenant's Leasehold Improvements, in accordance with
plans and specifications prepared by Landlord's architect. Prior to the
Commencement Date, any work performed by Tenant or any fixtures or personal
property moved onto the Premises shall be at Tenant's own risk and neither
Landlord nor Landlord's agents or contractors shall be responsible to Tenant for
damage or destruction of Tenant's property, including damage or destruction
occasioned by Landlord's own negligence.

ARTICLE 11. ALTERATIONS

After completion of Landlord's construction obligations under Article 10, Tenant
shall not make or cause to be made any further additions to, or alterations of,
the Premises or any part thereof without the prior written consent of Landlord.

ARTICLE 12. PERSONAL PROPERTY/SURRENDER OF PREMISES

All personal property located in the Premises shall remain the property of
Tenant and may be removed by Tenant not later than the Expiration Date or the
earlier termination of the Lease Term. Tenant shall promptly repair, at its own
expense, any damage resulting from such removal. All cabinetry, built-in
appliances, wall coverings, floor coverings, window coverings, electrical
fixtures, plumbing fixtures, conduits, lighting, and other special fixtures that
may be placed upon, installed in, or attached to the Premises by Tenant shall,
at the termination of this Lease be the property of Landlord. At the Expiration
Date or upon the earlier termination of the Lease Term, Tenant shall surrender
the Premises in good condition, reasonable wear and tear excepted, and shall
deliver all keys to Landlord.

ARTICLE 13. LIENS

Tenant shall keep the Premises, Building, and the Land free from any liens
arising out of work performed, material furnished, or obligations incurred due
to the actions of Tenant or Tenant's Permittees or the failure of Tenant to
comply with any law. In the event any such lien does attach against the
Premises, Building, or Land, and Tenant does not discharge the lien or post bond
(which under law would prevent foreclosure or execution under the lien) within
ten (10) days after demand by Landlord, such event shall be a default by Tenant
under this Lease and, in addition to Landlord's other rights and remedies,
Landlord may take any action necessary to discharge the lien.



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ARTICLE 14. USE OF PREMISES/RULES AND REGULATIONS

14.1 Without the prior approval of Landlord, Tenant shall not use the Premises
for any use other than for general business office purposes and Tenant agrees
that it will use the Premises in such manner as to not interfere with or
infringe on the rights of other tenants in the Building. Tenant agrees to comply
with all applicable laws, ordinances and regulations in connection with its use
of the Premises, agrees to keep the Premises in a clean and sanitary condition,
and agrees not to perform any act in the Building which would increase any
insurance premiums related to the Building or would cause the cancellation of
any insurance policies related to the Building.

14.2 Tenant shall not use, generate, manufacture, store, or dispose of, in,
under, or about the Premises, the Building, the Land, or the Project or
transport to or from the Premises, the Building, the Land, or the Project, any
Hazardous Materials. For purposes of this Lease, "Hazardous Materials" includes,
but is not limited to: (i) flammable, explosive, or radioactive materials,
hazardous wastes, toxic substances, or related materials; (ii) all substances
defined as "hazardous substances," "hazardous materials," "toxic substances," or
"hazardous chemical substances or mixtures" in the Comprehensive Environmental
Response Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section
9601, et seq., as amended by Superfund Amendments and Re-authorization Act of
1986; the Hazardous Materials Transportation Act, 49 U.S.C. Section 1901, et
seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et
seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601, et seq.; (iii)
those substances listed in the United States Department of Transportation Table
(49 CFR 172.10 and amendments thereto) or by the Environmental Protection Agency
(or any successor agent) as hazardous substances (40 CFR Part 302 and amendments
thereto); (iv) any material, waste, or substance which is (A) petroleum, (B)
asbestos, (C) polychlorinated biphenyl's, (D) designated as a "hazardous
substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. S 1251 et
seq. (33 U.S.C. Section 1321) or listed pursuant to the Clean Water Act (33
U.S.C. Section 1317); (E) flammable explosives; or (F) radioactive materials;
and (v) all substances defined as "hazardous wastes" in Arizona Revised Statutes
Section 36-3501 (16).

                                                                 Landlord: _____
                                                                   Tenant: _____


                                      104
<PAGE>   8
ARTICLE 15. RIGHTS RESERVED BY LANDLORD

In addition to all other rights, Landlord has the following rights, exercisable
without notice to Tenant and without effecting an eviction, constructive or
actual, and without giving right to any claim for set off or abatement of rent:
(a) to decorate and to make repairs, alterations, additions, changes, or
improvements in and about the Building during Building Hours (b) to approve the
weight, size, and location of heavy objects in and about the Premises and the
Building, and to require all such items to be moved into and out of the Building
and Premises in such manner as Landlord shall direct in writing; (c) to prohibit
the placing of vending machines in or about the Premises without the prior
written consent of Landlord; (d) to take all such reasonable measures for the
security of the Building and its occupants; (e) to relocate the Premises to
another location of substantially equivalent size and location in the Building
provided such relocation does not increase the Minimum Monthly Rent or other
costs payable by Tenant under this Lease. If Landlord elects to move Tenant, the
suite into which Tenant is re-located shall have substantially similar Leasehold
Improvements as were in the original Premises and Landlord will pay Tenant's
reasonable costs of moving to the new location, including incidental costs such
as reprinting stationery and new Signage, but Landlord will have no other
liability to Tenant with respect to relocation and (f) to temporarily block off
parking spaces for maintenance or construction purposes.

ARTICLE 16. QUIET ENJOYMENT

Landlord agrees that, provided a default by Tenant has not occurred, Landlord
will do nothing that will prevent Tenant from quietly enjoying and occupying the
Premises during the Lease Term. Tenant agrees this Lease is subordinate to the
Rules and Regulations described in Article 14, and the Parking Rules and
Regulations described in Article 6.

ARTICLE 17. MAINTENANCE AND REPAIR

Landlord shall maintain the Premises and Building in good condition and repair,
reasonable wear and tear excepted. Tenant waives all rights to make repairs at
the expense of Landlord. If Landlord would be required to perform any
maintenance or make any repairs because of: (a) modifications to the roof,
walls, foundation, and floor of the Building from that set forth in Landlord's
plans and specifications which are required by Tenant's design for improvements,
alterations and additions; (b) installation of Tenant's improvements, fixtures,
or equipment; (c) a negligent or wrongful act of Tenant or Tenant's Permittees;
or, (d) Tenant's failure to perform any of Tenant's obligations under this
Lease, Landlord may perform the maintenance or repairs and Tenant shall pay
Landlord the cost thereof. Tenant agrees to: (a) Pay Landlord's cost of
maintenance and repair, including additional janitorial costs of any
Non-Building Standard Improvements and Non-Building Standard materials and
finishes and (b) Repair or replace all ceiling and wall finishes (including
painting) and floor or window coverings which require repair or replacement
during the Lease Term, at Tenant's sole cost. Notwithstanding anything in this
Lease to the contrary, to the extent the terms and provisions of Article 22
conflict with, or are inconsistent with, the terms and provisions of this
Article 17, the terms and provisions of Article 22 shall control. Tenant shall
take all reasonable precautions to insure that the Premises are not subjected to
excessive wear and tear, i.e. chair pads should be utilized by Tenant to protect
carpeting. Tenant shall be responsible for touch-up painting in the Premises
throughout the Lease term.

ARTICLE 18. UTILITIES AND JANITORIAL SERVICES

Landlord agrees to furnish to the Premises during normal Building Hours as
defined in Article 1.1 (m), (the "Building Hours"), and subject to the Rules and
Regulations, electricity suitable for the intended use of the Premises (for
which Tenant shall apply and maintain its own account and pay in addition to the
Minimum Monthly Rent), heat and air conditioning required in Landlord's judgment
for normal use and occupation of the Premises, and janitorial services for the
Premises and Common Areas. Landlord further agrees to furnish hot and cold water
to those areas provided for general use of all tenants in the Building. If
Tenant shall require water, heating, cooling, or air which will result in excess
consumption of such utilities or services, Tenant shall first obtain the written
consent of Landlord to the use thereof. If, in Landlord's reasonable discretion,
Tenant consumes any utilities or services in excess of the normal consumption of
such utilities and services for general office use, Tenant agrees to pay
Landlord for the cost of such excess consumption of utilities or services upon
receipt of a statement of such costs from Landlord at the same time as payment
of the Minimum Monthly Rent is made.


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<PAGE>   9
Landlord shall not be liable for damages nor shall rent or other charges abate
in the event of any failure or interruption of any utility or service supplied
to the Premises or Building by a regulated utility or municipality, or any
failure of a Building system supplying any such service to the Premises
(provided Landlord uses diligent efforts to repair or restore the same) and no
such failure or interruption shall entitle Tenant to abate rent or terminate
this Lease.

ARTICLE 19. ENTRY AND INSPECTION

Landlord shall have the right to enter into the Premises at reasonable times for
the purpose of inspecting the Premises and reserves the right, during the last
three months of the term of the Lease, to show the Premises at reasonable times
to prospective tenants. Landlord shall be permitted to take any action under
this Article without causing any abatement of rent or liability to Tenant for
any loss of occupation or quiet enjoyment of the Premises, nor shall such action
by Landlord be deemed an actual or constructive eviction.

ARTICLE 20. ACCEPTANCE OF THE PREMISES/LIABILITY INSURANCE

20.1 All personal property and fixtures belonging to Tenant shall be placed and
remain on the Premises at Tenant's sole risk. Upon taking possession of the
Premises and thereafter during the Lease Term, the Tenant shall, at Tenant's
sole cost and expense, maintain insurance coverage with limits not less than the
following: (a) Worker's Compensation Insurance, minimum limit as defined by
applicable laws; (b) Employer's Liability Insurance, minimum limit $1,000,000;
(c) Commercial General Liability Insurance, Bodily Injury/Property, Damage
Insurance (including the following coverages:

                                                                 Landlord: _____
                                                                   Tenant: _____



                                      106
<PAGE>   10
Premises/Operations, Independent Contractors, Broad Form Contractual in support
of the indemnification obligations of Tenant under this Lease, and Bodily and
Personal Injury Liability), minimum combined single limit $1,000,000; (d)
Automobile Liability Insurance, minimum limit $1,000,000. All such policies
shall include a waiver of subrogation in favor of Landlord and shall name
Landlord and such other party or parties as Landlord may require as additional
insureds. Tenant's insurance shall be primary, with any insurance maintained by
Landlord to be considered excess. Tenant's insurance shall be maintained with an
insurance company qualified to do business in the State of Arizona and having a
current A.M. Best manual rating of at least A-X or better. Before entry into the
Premises and before expiration of any policy, evidence of these coverage's
represented by Certificates of Insurance issued by the insurance carrier must be
furnished to Landlord. Certificates of Insurance should specify the additional
insured status, the waiver of subrogation, and that such insurance is primary,
and any insurance by Landlord is excess. The Certificate of Insurance shall
state that Landlord will be notified in writing thirty (30) days before
cancellation, material change, or renewal of insurance.

20.2 During the entire Lease Term, Landlord agrees to maintain public liability
insurance in such forms and amounts as Landlord shall determine.

ARTICLE 21. CASUALTY INSURANCE

21.1 Tenant shall maintain fire and extended coverage insurance (full
replacement value) with a business interruption and extra expense endorsements,
on personal property and trade fixtures owned or used by Tenant.

21.2 Landlord shall maintain fire and full extended coverage insurance ("all
risk") including necessary endorsements throughout the Lease Term on the
Building (excluding Tenant's trade fixtures and personal property). At
Landlord's option, the policy of insurance may include a business interruption
insurance endorsement for loss of rents. The cost of the insurance obtained
under this Section 21.2 shall be an Operating Cost under Article 5 of this
Lease.

ARTICLE 22. DAMAGE AND DESTRUCTION OF PREMISES

In the event of fire or other casualty damage to the Premises during the Lease
Term which requires repairs to the Premises, Landlord shall commence to make
said repairs within sixty (60) days after written notice by Tenant of the
necessity therefor and diligently proceed therewith to completion. The Minimum
Monthly Rent shall be proportionately reduced while such repairs are being made,
based upon the extent to which the making of such repairs shall interfere with
the business carried on by Tenant in the Premises. Landlord shall have no
obligation to repair, restore, or replace Tenant's trade fixtures or personal
property and Tenant shall be solely responsible therefor. Notwithstanding the
above, if (a) during the last year of the Lease Term the Premises or the
Building is damaged as a result of fire or any other insured casualty, or (b)
the Premises are damaged to the extent of twenty-five percent (25%) or more of
the replacement value of the Premises, or (c) the Premises or the Building is
damaged or destroyed as a result of a casualty not insured against, or (d) the
Building shall be damaged or destroyed by fire or other cause to the extent of
twenty percent (20%) or more of the Building's replacement value, then Landlord
shall have the right, to be exercised by notice in writing to Tenant given
within ninety (90) days after said occurrence, to terminate this Lease. Tenant
waives any statutory or other right Tenant may have to cancel this Lease as a
result of such destruction and no such destruction shall annul or void this
Lease. The provisions of this Article shall supersede the obligations of
Landlord to make repairs under Article 17 of the Lease. Notwithstanding the
provisions of this Article 22, if the Premises or any other portion of the
Building are damaged by fire or other casualty resulting from the negligent act
or omission or willful misconduct of Tenant or Tenant's Permittees, Minimum
Monthly Rent shall not be reduced during the repair of the damage, and Tenant
shall be liable to Landlord for the cost and expense of the repair and
restoration of the Premises or the Building caused thereby to the extent that
cost and expense is not covered by insurance proceeds.

ARTICLE 23. EMINENT DOMAIN

In the event any portion of the Premises is taken from Tenant under eminent
domain proceedings, Tenant shall have no right, title or interest in any award
made for such taking, except for any separate award for fixtures and
improvements installed by Tenant.



                                      107
<PAGE>   11
ARTICLE 24. ASSIGNMENT AND SUBLETTING

Tenant agrees not to assign this Lease, and shall not sublet the Premises
without Landlord's prior written consent. Any assignment or subletting hereunder
shall not release or discharge Tenant of or from any liability under this Lease,
and Tenant shall continue to be fully liable thereunder. Consent by Landlord to
one assignment, subletting, occupation, or use by another person shall not be
deemed to be consent to any subsequent assignment, subletting, occupation, or
use by another person. If Tenant is a corporation, an unincorporated association
or a partnership, unless listed on a national stock exchange, the transfer,
assignment or hypothecation of any stock or interest in such corporation,
association or partnership in the aggregate in excess of fifty percent (50%)
shall be deemed an assignment of this Lease. Tenant agrees to immediately notify
Landlord of any change in its ownership.

ARTICLE 25. SALE OF PREMISES BY LANDLORD

In the event of any sale of the Building or the property upon which the Building
is located or any assignment of this Lease by Landlord (or a successor in
title), if the assignee or purchaser assumes the obligations of Landlord herein
in writing, Landlord (or such successor) shall automatically be entirely freed
and relieved of all liability under any and all of Landlord's covenants and
obligations contained in this Lease or arising out of any act, occurrence, or
omission occurring after such sale or assignment; and the assignee or purchaser
shall be deemed, without any further agreement between the parties, to have
assumed and agreed to carry out any and all of the covenants and obligations of
Landlord under this Lease, and shall be substituted as Landlord for all purposes
from and after the sale or assignment.

ARTICLE 26. SUBORDINATION/ATTORNMENT/MODIFICATION/ASSIGNMENT

Tenant's interest under this Lease is subordinate to all terms of and all liens
and interests arising under any ground lease, deed of trust, or mortgage now or
hereafter placed on the Landlord's interest in the Premises, the Building, or
the Land. Tenant consents to an assignment of

                                                                 Landlord: _____
                                                                   Tenant: _____


                                      108
<PAGE>   12
Landlord's interest in this Lease to Landlord's lender as required under such
financing. If the Premises or the Building is sold as a result of a default
under the mortgage, or pursuant to a transfer in lieu of foreclosure, Tenant
shall, at the mortgagee's, purchaser's or ground lessor's sole election, attorn
to the mortgagee or purchaser. This Article is self-operative. However, Tenant
agrees to execute and deliver, if Landlord, any deed of trust holder, mortgagee,
or purchaser should so request, such further instruments necessary to
subordinate this Lease to a lien of any mortgage or deed of trust, to
acknowledge the consent to assignment and to affirm the ATTORNMENT provisions
set forth herein.

ARTICLE 27. LANDLORD'S DEFAULT AND RIGHT TO CURE

In the event of default hereunder by Landlord, Tenant agrees, before exercising
any right or remedy available to it, to give Landlord written notice of the
claimed default. For the thirty (30) days following such notice (or such longer
period of time as may be reasonably required to cure a matter which, due to its
nature, cannot reasonably be remedied within thirty (30) days), Landlord shall
have the right to cure the default involved.

ARTICLE 28. ESTOPPEL CERTIFICATES

Tenant agrees at any time and from time to time upon request by Landlord, to
execute, acknowledge, and deliver to Landlord, within ten (10) calendar days
after demand by Landlord, a statement in writing certifying (a) that this Lease
is unmodified and in full force and effect (or if there have been modifications,
that the same is in full force and effect as modified and stating such
modifications), (b) the dates to which the Minimum Monthly Rent and other rent
and charges have been paid in advance, if any, (c) Tenant's acceptance and
possession of the Premises, (d) the commencement of the Lease Term, (e) the rent
provided under the Lease, (f) that Landlord is not in default under this Lease
(or if Tenant claims such default, the nature thereof), (g) that Tenant claims
no offsets against the rent, and (h) such other information as may be requested
with respect to the provisions of this Lease or the tenancy created by this
Lease. Tenant's failure to deliver such statement within such time shall be
conclusive upon Tenant (i) that this Lease is in full force and effect, without
modification except as may be represented by Landlord, (ii) that there are no
uncured defaults in Landlord's performance, and (iii) that not more than one
month's rent has been paid in advance.

ARTICLE 29. TENANT'S DEFAULT AND LANDLORD'S REMEDIES

In the event Tenant fails to keep and perform any of the terms or conditions of
this Lease, including the Rules and Regulations and the Parking Rules and
Regulations (but excluding the payment of rental), and such failure continues
for thirty (30) days after written notice of default from Landlord or in the
event Tenant fails to pay any rental due hereunder, time being of the essence,
Landlord may resort to any and all legal remedies or combination of remedies
which Landlord may desire to assert including but not limited to one or more of
the following: (1) lock the doors to the Premises and exclude Tenant therefrom,
(2) retain or take possession of any property on the Premises pursuant to
Landlord's lien, (3) enter the Premises and remove all persons and property
therefrom, (4) declare the Lease canceled and terminated, (5) sue for the rent
due and to become due under the Lease, and for any damages sustained by Landlord
and (6) continue the Lease in effect and relet the Premises on such terms and
conditions as Landlord may deem advisable with Tenant remaining liable for the
monthly rent plus the reasonable cost of obtaining possession of the Premises
and of reletting the Premises, and of any repairs and alterations necessary to
prepare the Premises for reletting, less the rentals received from such
reletting, if any. No action of Landlord shall be construed as an election to
terminate the Lease unless written notice of such intention be given to Tenant.
Tenant agrees to pay as additional rental all attorneys' fees and other costs
and expenses incurred by Landlord is enforcing any of Tenant's obligations under
this Lease.


                                      109
<PAGE>   13
ARTICLE 30. TENANT'S RECOURSE

Anything in this Lease to the contrary notwithstanding, Tenant agrees to look
solely to the estate and property of Landlord in the Land and the Building,
subject to prior rights of any ground lessor, mortgagee, or deed of trust of the
Land and Building or any part thereof, for the collection of any judgment
requiring the payment of money by Landlord in the event of any default by
Landlord under this Lease. Tenant agrees that it is prohibited from using any
other procedures for the satisfaction of Tenants' remedies. Neither Landlord nor
any of its respective officers, directors, employees, heirs, successors, or
assigns, shall have any personal liability of any kind or nature, directly or
indirectly, under or in connection with this Lease.

ARTICLE 31. HOLDING OVER

Subject to prior written consent by Landlord, if Tenant holds over after the
Expiration Date, or any extension thereof, Tenant shall be a tenant at
sufferance, the Minimum Monthly Rent shall be increased to 125% of the then
current lease rate at the Building or the Tenant's lease rate at the time the
Lease expired, whichever is higher, plus any amounts due under Article 5, which
shall be payable in advance on the first day of such holdover period and on the
first day of each month thereafter. Tenant will be considered to be on a
month-to-month basis during any holdover period.

ARTICLE 32. GENERAL PROVISIONS

32.1 This Lease is construed in accordance with the laws of the State of
Arizona.

32.2 If Tenant is composed of more than one person or entity, then the
obligations of such entities or parties are joint and several.

32.3 If any term, condition, covenant, or provision of this Lease is held by a
court of competent jurisdiction to be invalid, void, or unenforceable, the
remainder of the terms, conditions, covenants, and provisions hereof shall
remain in full force and effect and shall in no way be affected, impaired, or
invalidated.

32.4 The various headings and numbers herein and the grouping of the provisions
of this Lease into separate articles and sections are for the purpose of
convenience only and are not be considered a part hereof.

                                                                 Landlord: _____
                                                                   Tenant: _____


                                      110
<PAGE>   14
32.5 Subject to the provisions of the Lease, time is of the essence of this
Lease.

32.6 In the event either party initiates legal proceedings or retains an
attorney to enforce any right or obligation under this Lease or to obtain relief
for the breach of any covenant hereof, the party ultimately prevailing in such
proceedings or the non-defaulting party shall be entitled to recover all costs
and reasonable attorneys' fees.

32.7 This Lease, and any Exhibit or Addendum attached hereto, set forth all the
terms, conditions, covenants, provisions, promises, agreements, and
undertakings, either oral or written, between the Landlord and Tenant. No
subsequent alteration, amendment, change, or addition to this Lease is binding
upon Landlord or Tenant unless reduced to writing and signed by both parties.

32.8 Subject to Article 24, the covenants herein contained shall apply to and
bind the heirs, successors, executors, personal representatives, legal
representatives, administrators, and assigns of all the parties hereto.

32.9 No term, condition, covenant, or provision of this Lease shall be waived
except by written waiver of Landlord, and the forbearance or indulgence by
Landlord in any regard whatsoever shall not constitute a waiver of the term,
condition, covenant, or provision to be performed by Tenant to which the same
shall apply, and until complete performance by Tenant of such term, condition,
covenant, or provision, Landlord shall be entitled to invoke any remedy
available under this Lease or by law despite such forbearance or indulgence. The
waiver by Landlord of any breach or term, condition, covenant, or provision
hereof shall apply to and be limited to the specific instance involved and shall
not be deemed to apply to any other instance or to any subsequent breach of the
same or any other term, condition, covenant, or provision hereof. Acceptance of
rent by Landlord during a period in which Tenant is in default in any respect
other than payment of rent shall not be deemed a waiver of the other default.
Any payment made in arrears shall be credited to the oldest amount outstanding
and no contrary application will waive this right.

32.10 The use of a singular term in this Lease shall include the plural and the
use of the masculine, feminine, or neuter genders shall include all others.

32.11 Landlord's submission of a copy of this Lease form to any person,
including Tenant, shall not be deemed to be an offer to lease or the creation of
a lease unless and until this Lease has been fully signed and delivered by
Landlord.

32.12 Every term, condition, covenant, and provision of this Lease, having been
negotiated in detail and at arm's length by both parties, shall be construed
simply according to its fair meaning and not strictly for or against Landlord or
Tenant.

32.13 If the time for the performance of any obligation under this Lease expires
on a Saturday, Sunday, or legal holiday, the time for performance shall be
extended to the next succeeding day which is not a Saturday, Sunday, or legal
holiday.

32.14 If requested by Landlord, Tenant shall execute written documentation with
signatures acknowledged by a notary public, to evidence when and if Landlord or
Tenant has met certain obligations under this Lease.

ARTICLE 33. NOTICES

Wherever in this Lease it is required or permitted that notice or demand be
given or served by either party to or on the other, such notice or demand shall
be in writing and shall be given or served and shall not be deemed to have been
duly given or served unless (a) in writing; (b) either (1) delivered personally,
(2) deposited with the United States Postal Service, as registered or certified
mail, return receipt requested, bearing adequate postage, or (3) sent by
overnight express courier (including, without limitation, Federal Express, DHL
Worldwide Express, Airborne Express, United States Postal Service Express Mail)
with a request that the addressee sign a receipt evidencing delivery; and (c)
addressed to the party at its address in Section 1.1. Either party may change
such address by written notice to the other. Service of any notice or demand
shall be deemed completed forty-eight (48) hours after deposit thereof, if
deposited with the United States Postal Service, or upon receipt if delivered by
overnight courier or in person.



                                      111
<PAGE>   15
ARTICLE 34. BROKER'S COMMISSIONS

Tenant represents and warrants that there are no claims for brokerage
commissions or finder's fees in connection with this Lease (excepting
commissions or fees approved or authorized in writing by Landlord).

ARTICLE 35. INDEMNIFICATION/WAIVER OF SUBROGATION

35.1 Tenant shall indemnify, defend, and hold Landlord and any lender of
Landlord harmless against all Claims (as defined below) and costs incurred by
Landlord arising from: (a) any act or omission of Tenant or Tenant's Permittees
which results in personal injury, loss of life, or property damage sustained in
and about the Premises, the Building, or the Land; (b) attachment or discharge
of a lien upon the Premises, the Building, or the Land; (c) Tenant's and
Tenant's Permittees' use, generation, storage, release, threatened release,
discharge, disposal, or presence of Hazardous Materials on, under, or about the
Premises, the Building, or the Land; (d) any default of Tenant under this Lease;
and (e) any claims for brokerage commissions or finder's fees in connection with
this Lease (excepting commissions or fees authorized in writing by Landlord). As
used in this Lease, "Claims" means any claim, suit, proceeding, action, cause of
action, responsibility, demand, judgment and execution, and attorneys' fees and
costs related thereto or arising therefrom.

35.2 Tenant hereby releases, discharges, and waives any right of recovery from
Landlord and Landlord's agents, directors, officers, and employees, and Landlord
hereby releases, discharges, and waives any right of recovery from Tenant and
Tenant's Permittees, from all Claims, liabilities, losses, damages, expenses, or
attorneys' fees and costs incurred arising from or caused by any peril required
to be covered by insurance obtained by Landlord or Tenant under this Lease, or
covered by insurance in connection with (a) property on the Premises, the
Building, or the Land; (b) activities conducted on the Premises, the Building,
or the Land; and (c) obligations to

                                                                 Landlord: _____
                                                                   Tenant: _____



                                      112
<PAGE>   16
indemnify under this Lease, regardless of the cause of the damage or loss.
Landlord and Tenant shall give their respective insurance carriers notice of
these waivers and shall secure an endorsement from each carrier to the effect
that the waivers given in this Article 35 shall not adversely affect or impair
the policies of insurance or prejudice the right of the named insured on the
policy to recover thereunder. These waivers apply only to the extent such
Claims, liabilities, losses, damages, expenses, or attorneys' fees are covered
by insurance required pursuant to this Lease.

35.3 Notwithstanding anything in this Lease to the contrary, Landlord shall not
be responsible or liable to Tenant for any Claims for loss or damage caused by
the acts or omissions of any persons occupying any space elsewhere in the
Building.

IN WITNESS WHEREOF, the parties have duly executed this Lease as of the day and
year first above written.






    LANDLORD                               TENANT

    DENALI NATIONAL TRUST, INC.            SYNTELLECT, Inc.



         3/28/00                           3-21-00
    -----------------------------          -----------------------------------
    By:  James Lentine                     By:
                                               -------------------------------
    Its:  Vice President                   Its:
                                                ------------------------------

    --------------------                   -------------------------
    Date                                   Date








                                                                 Landlord: _____
                                                                   Tenant: _____


                                      113
<PAGE>   17
                       ADDENDUM TO OFFICE LEASE AGREEMENT

ARTICLE 36. ADDENDUM

This Addendum is attached to and incorporated by reference in that certain
Office Lease Agreement, dated March 6, 2000 by Denali National Trust, Inc., an
Alaska corporation (the "Landlord"), and SYNTELLECT, Inc. a Delaware CORPORATION
(the "Tenant"). The Office Lease Agreement, the exhibits thereto, and this
Addendum shall constitute one agreement (the "Lease"). In the event of any
conflict or inconsistency between the terms, conditions, covenants, and
provisions of the Office Lease Agreement or its exhibits, and the terms,
conditions, covenants, and provisions of this Addendum, the terms, conditions,
covenants, and provisions of this Addendum control.

1. Landlord shall provide the Premises in turnkey condition per the attached
space plan (Exhibit "A").

2. Tenant acknowledges the Building is under construction at the time this lease
is executed. Based on the current construction schedule and the status of the
project, Landlord expects to complete the build-out of the Premises one-hundred
(100) days ("Build-out days") after the building permit for the Premises is
obtained. Landlord shall apply for the building permit upon approval of the
space plan and execution of the Lease by both Landlord and Tenant.

3. Tenant shall have ten (10) days ("Tenant days") during the above referenced
"Build-out days" in which to complete its cabling and installation and furniture
assembling. The "Tenant days" shall be co-ordinated with and subject to the
Landlord's approval so as to minimize interference with each other's personnel.
If the "Tenant days" exceed their allocated ten (10) days, then Landlord's
"Build-out days" may increase commensurately for every day that the "Tenant
days" exceed ten (10) days.

If the Premises are not substantially complete enough that Tenant can reasonably
take occupancy of them on or before the scheduled Commencement Date, Landlord
shall not be deemed to be in default under the Lease, however, rent and other
charges hereunder shall not commence until Tenant can reasonably take possession
of the Premises, i.e. Landlord's work is substantially complete except for minor
"Punch List" items.

4. If not in default of any of the terms and conditions of the Lease, Tenant is
granted a right of first refusal for the adjacent spaces in the Building. If
Landlord receives a bona fide offer (the "Offer to Lease") to lease space on
either side of the Premises, Landlord shall notify Tenant in writing of this
Offer to Lease.

Tenant shall have four (4) business days in which to notify Landlord in writing
that it is willing to lease the space under the same terms or conditions as
contained in the Offer to Lease, or such other terms and conditions mutually
acceptable to Landlord and Tenant

5. Landlord shall pay $30,000 toward Tenant's cabling requirements upon
completion of the cabling work and Tenant's occupancy of the Premises. If Tenant
wishes to upgrade its carpet from Landlord's 30oz. cut-pile "Building Standard"
carpet, Landlord shall provide a credit in the amount of $10.50 per square yard.

6. If Tenant is not currently in default of the terms and conditions of the
Lease, and so long as Tenant has not been in default more than two (2) times
during the initial term of the Lease, Tenant shall have the option to renew the
Lease for an additional three (3) years, at the then current market rate for the
Building, with twelve (12) months prior written notice from the expiration date.

LANDLORD                                     TENANT
DENALI NATIONAL TRUST, INC.                  SYNTELLECT, Inc.

/s/ James Lentine                            /s/ Keith Pekkala
-----------------------------                -----------------------------------
By: James Lentine                            By: Keith A. Pekkala
Its: Vice President                          Its: Vice President & Controller

3-28-00                                      3/28/00
-----------------------------                -----------------------------------
Date                                         Date

                                                                 Landlord: _____
                                                                 Tenant: _______



                                      114
<PAGE>   18
                                   EXHIBIT "B"

                              RULES AND REGULATIONS

1. Tenant will refer all contractors, contractor's representatives and
installation technicians rendering any service to Tenant, to Landlord for
Landlord's supervision, approval and control before performance of any
contractual service. This provision shall apply to all work performed in the
Building including installations of telephones, telegraph equipment, electrical
devices and attachments, and installations of any nature affecting doors, walls,
woodwork, trim, windows, ceilings, equipment or any other physical portion of
Building.

2. No additional locks or bolts of any kind shall be placed upon any of the
doors or windows by any Tenant nor shall any changes be made in existing locks
or the mechanism thereof without consulting the Landlord.

3. Movement in or out of the Building of furniture or office equipment, or
dispatch or receipt by Tenant of any merchandise or materials which require use
of stairways, elevators or movement through Building entrance or lobby shall be
restricted to hours designated by Landlord. All such movement shall be under
supervision of Landlord and in the manner agreed between Tenant and Landlord by
pre-arrangement before performance. Such pre-arrangement initiated by Tenant
will include determination by Landlord and subject to its decision and control,
as to the concerns which may prohibit any article, equipment or any other item
from being brought into the Building. Tenant is to assume all risk as to damage
to articles moved and injury to persons or public engaged or not engaged in such
movement, including equipment, property, and personnel or Landlord if damaged or
injured as a result of acts in connection with carrying out this service for
Tenant' from time of entering property to completion of work; and Landlord shall
not be liable for acts of any person engaged in, or any damage or loss to any of
said property or persons resulting from, any act in connection with such service
performed for Tenant. Any hand trucks, carryalls or similar appliances used for
the delivery or receipt of merchandise or equipment shall be equipped with
rubber tires, side guards and such other safeguards as the Building shall
reasonably require.

4. No signs, advertisements or notices shall be painted or affixed on or to any
windows or doors, or other parts of the Building, except of such color, size and
style and in such places, as shall be first approved in writing by Landlord. No
nails, hooks or screws shall be driven or inserted in any part of the Building,
except by the Building maintenance personnel, nor shall any part be defaced by
Tenant. Building standard suite entrance signs to premises shall be placed
thereon by a contractor designated by Landlord at Landlord's expense.

5. Tenant shall not place, install or operate on the Premises or in part of the
Building, any engine, refrigerating (other than a home-type kitchen
refrigerator), heating or air conditioning apparatus, stove or machinery, or
conduct mechanical operations or cook thereon (other than in a home-type
microwave oven) or therein, or place in or about the Premises any explosives,
gasoline, kerosene, oil, acids, caustics or any other inflammable, explosives,
hazardous or odorous material without the prior written consent of Landlord. No
portion of the Premises shall at any time be used for cooking, sleeping or
lodging quarters. No Tenant shall cause or permit any unusual or objectionable
odors to be produced upon or permeate from the leased Premises.

6. Landlord will not be responsible for lost or stolen personal property,
equipment, money or jewelry from the Building, the Premises, or any other area
on or about the Property, regardless of whether such loss occurs when these
areas were locked against entry or not.

7. No birds or animals shall be brought into or kept in or about the Building.

8. Employees of Landlord shall not receive or carry messages for or to Tenant or
other person, nor contract with or render free or paid services to Tenant or
Tenant's agents, employees, or invitees.

9. Landlord will not permit entrance to Tenant's offices by use of pass keys
controlled by Landlord to any person at any time without written permission by
Tenant, except employees, contractors, or service personnel directly supervised
by Landlord.

10. The entries, passages, doors, elevators and elevator doors (if provided),
hallways or stairways shall not be blocked or obstructed; no rubbish, litter,
trash, or material of any nature shall be placed, emptied or thrown into these
areas, and such areas shall not be used at any time except for ingress or egress
by Tenant, Tenant's agents, employees or invitees to or from the Premises.

11. Plumbing fixtures and appliances shall be used only for purposes for which
constructed, and no sweepings, rubbish, rags or other unsuitable material shall
be thrown or placed therein. Damage resulting to any such fixtures or appliances
from misuse by Tenant, its employees, agents, visitors or licensees shall be
paid by Tenant, and Landlord shall not in any case be responsible therefor.

12. The Landlord desires to maintain the highest standards of environmental
comfort and convenience for all Tenants. It will be appreciated if any
undesirable conditions or lack of courtesy or attention are reported directly to
the management. Tenant shall give immediate notice to the Building Manager in
case of accidents in the Premises


                                      115
<PAGE>   19
or in the common areas or of defects therein or in any fixtures or equipment, or
of any known emergency in the Building.

13. No Tenant shall make, or permit to be made, any unseemly or disturbing
noises, interfere with occupants of this or neighboring buildings or premises,
or those having business with them, whether by the use of any device, musical
instrument, radio, unmusical noise, whistling, singing, or in any other way
interfering with others' quiet enjoyment of the building.

14. Landlord shall have the right to make such other and further reasonable
rules and regulations as in the judgment of Landlord may from time to time be
needful for the safety, appearance, care and cleanliness of the Building and for
the preservation of good order therein. Landlord shall not be responsible to
Tenant for any violations of rules and regulations by other Tenants.

15. All Tenants shall adhere to and obey all such parking control measures as
may be placed into effect by the Landlord through the use of signs, identifying
decals or other instructions. No bicycles or other vehicles of any kind shall be
brought into or kept on the Premises except in designated areas specified for
parking of such vehicles.

16. No safes or other objects, larger or heavier than the Building is limited to
carry, shall be brought into or installed on the Premises. The Landlord shall
have the power to prescribe the weight and position of such safes or other
objects which shall, if considered necessary by the Landlord, be required to be
supported by such additional materials placed on the floor as the Landlord may
direct, and at the expense of the Tenant.

17. Landlord shall have no obligation to repair, restretch, or replace
carpeting, but will spot-clean and sweep carpeting as part of any janitorial
services required to be furnished by Landlord under the Lease.

18. Names to be replaced on or removed from directories should be furnished to
the manager in writing on Tenant's letterhead. All directory strips will be at
the expense of the Tenant. Landlord will determine size and uniformity of
strips.

19. All Tenants shall see that doors of their premises are closed and securely
locked before leaving the Building and must observe strict care not to leave
such doors open and exposed to the weather or other elements. Tenant shall
exercise extraordinary care and caution that all

                                                                 Landlord: _____
                                                                   Tenant: _____



                                      116
<PAGE>   20
water faucets or water apparatus are entirely shut off before the Tenant or the
Tenant's employees leave the Building, and that all electricity, gas and air
conditioning shall likewise be carefully shut off, so as to prevent waste or
damage, where controlled by Tenant.

20. Janitorial services shall be provided five days per week in and about the
Premises, and in no case shall such services be provided for Saturdays, Sundays
and holidays (legal). Tenants shall not cause unnecessary labor by reason of
carelessness or indifference in the preservation of good order and cleanliness.
The work of the janitor or cleaning personnel shall not be hindered by Tenant
after 5:30 p.m., and such work may be done at any time when the offices are
vacant. The windows, doors and fixtures may be cleaned at any time without
interruption of purpose for which the Premises are let. Tenant shall provide
adequate waste and rubbish receptacles, cabinets, bookcases, map cases, etc.
necessary to prevent unreasonable hardship to Landlord in discharging its
obligation regarding cleaning service. Boxes should be broken down to fit into
containers.

21. Canvassing, soliciting and peddling in the Building are prohibited. All
Tenants shall cooperate to prevent the same.

22. All nail holes are to be patched and repaired in Tenant's suite by Tenant
upon vacating Premises.

23. All holiday decorations and other temporary or special decorations must be
flame-retardant. No live Christmas trees or candles are to be used throughout
the Building. No decorations should be hung on the exterior windows or on
exterior suite doors.

24. There shall be no smoking permitted in the Building.








                                                                 Landlord: _____
                                                                   Tenant: _____


                                      117
<PAGE>   21
                                   EXHIBIT "C"

                          PARKING RULES AND REGULATIONS


The parking rules & regulations are designed to assure our tenants and visitors
safe use and enjoyment of the facilities. Please remove or hide any personal
items of value from plain sight to avoid temptation leading to vandalism of
vehicles. Please exercise added caution when using parking lot at night. Please
keep vehicle locked at all times. Please report violations of these rules to the
Property Manager immediately. Please report any lights out or other possibly
dangerous situations to the Property Manager as soon as possible.

                                Types of Parking
                                Surface - Covered

All surface-covered spaces are reserved and assigned to tenants. These spaces
are available for lease only. Additional Reserved Parking spaces will be leased
on a 90-day prepaid basis. (Contact Property Manager for information).

                                 Visitor Parking

Visitor parking is for clients and visitors to the building. Tenants and
employees should not use these spaces.

                                Handicap Parking

Only vehicles displaying handicap plates or official handicap placards may park
in the spaces designated as handicap parking.

                               Surface - Uncovered

All surface uncovered parking spaces, not marked handicap or reserved, are
available for use by tenants and employees.

                                Hours For Parking


                                  Restrictions

-    Damage caused by vehicles is the responsibility of vehicle owner.

-    Landlord is not responsible for theft or damage to any vehicle.

-    Landlord is not responsible for water damage from leaks in the canopy.

-    Landlord is not responsible for damage due to height limitations of the
     canopy.

-    Vehicles not to exceed 5 miles per hour speed limit in the parking areas.

-    Vehicles that leak excessive fluids will be required to protect parking
     surface.

-    Mechanical repairs to vehicles are not permitted on property.

-    Large or oversize vehicles such as motor homes, boats or trailers are not
     permitted.

-    No parking in fire lanes, loading zones or any other areas not designated
     as a parking space.

-    Landlord, at Landlord's sole discretion, may add or modify the parking
     rules.

Violations of rules & regulations may result in towing from the Property. Towing
from the Property can only be ordered by Landlord or Property Manager. Charges
for towing are to be paid by vehicle owner.


                                                                 Landlord: _____
                                                                   Tenant: _____

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