<PAGE>

                               ACTIVE VOICE, INC
                              EMPLOYMENT AGREEMENT


     AGREEMENT entered into this 22nd day of March, 1991 by and between Active 
Voice Inc., a Washington corporation (hereinafter "Employer") and Edward 
Masters (hereinafter "Employee"). The terms of this Employment Agreement are 
set out below as agreed upon between the parties hereto.

     Therefore, it is agreed as follows:

    1.    EMPLOYMENT AND TITLE.

          The Employer hereby employs the Employee, and the Employee hereby 
accepts employment, upon the terms and conditions hereinafter set forth.

     2.   TERM.

          This Agreement shall remain in effect for an initial term of one 
year, and shall be automatically renewed for succeeding terms of one year, 
unless terminated pursuant to Paragraph 7 hereof. During the term of this 
Agreement, Employee shall devote his/her full time and attention and his/her 
best efforts to the conduct of business of the Employer. Full time shall be 
defined as at least forty (40) hours per week.

     3.    COMPENSATION.

          For all services rendered by the Employee under this agreement, the 
Employer shall pay the Employee a salary of $42,000.00 per year. The 
compensation paid to the Employee, including commissions, incentives, or 
other benefits, may be increased by the President. Any such additional 
compensation must be agreed to in writing.

     4.   DUTIES.

          The Employee will perform all Customer Engineering manager duties 
services as requested by the Employer.

     5.   EXPENSES.

          Subject to the written consent of the Employer, the Employee is 
authorized to incur reasonable expenses for promoting the business of the 
Employer, including expenses for entertainment, travel, and similar items. 
The written consent of the Employer shall not be required with regard to 
incidental expenses of a minor nature incurred by the Employee in the course 
of his/her duties for the Employer, in which case oral consent shall be 
sufficient. The Employer will reimburse the Employee for all such expenses 
upon the presentation by the Employee from time to time of an itemized 
account of such expenditures.

     6.   MEDICAL AND DENTAL INSURANCE.

          The Employee shall be entitled to coverage under the Employer's 
group medical and dental insurance policies. To the extent that the Employee 
is not covered under such policies, the Employer shall pay an equivalent 
amount to a plan selected by the Employee.

<PAGE>

     7.   TERMINATION.

          This Agreement shall be terminated upon the occurrence of any one 
of the following events:

       7.1  the death of Employee;

       7.2  mutual agreement to termination in writing between Employer and 
Employee.

       7.3  forty-five (45) days' written notice of termination given by 
Employee to Employer;

       7.4  the determination by Employer's President to terminate Employee, 
with or without cause, giving Employee not less than thirty (30) days' written 
notice if without cause.

In event of such a termination, Employee shall continue to render services to 
Employer and shall be paid his/her regular compensation up to the date of 
termination.

     8.   VENUE AND JURISDICTION.

          This Agreement has been entered into for employment in the State of 
Washington, and shall be governed by the laws of the State of Washington. In 
the event that any dispute arises between the parties, the parties agree that 
venue and jurisdiction shall be placed with and in King County, Washington 
and that the prevailing party shall be entitled costs and actual attorneys'
fees, including those incurred on appeal.

     9.   WAVER OF BREACH.

          The waiver by the Employer of a breach of any provision of the 
Agreement by the Employee shall not operate or be construed as a waiver of 
any subsequent breach by the Employee.

     10.  SEVERABILITY.

          The invalidity or unenforceability of any provision hereof shall in 
no way affect the validity or enforceability of any other provision.

     11.  NOTICES.

          Any demand, request or notice which either party hereto desires or 
may be required to make or deliver to the other shall be in writing and shall 
be deemed delivered when personally delivered or three days after being 
deposited in the United States mail, postage prepaid, in registered or 
certified form, addressed 1) in the case of Employee, to his/her last known 
address, and 2) in the case of the Employer, to its principal place of 
business.

     12.  BINDING EFFECT.

<PAGE>

          This Agreement shall bind the parties hereto and their heirs, 
executors, administrators, successors and assigns.

     13.  COMPLETE AGREEMENT.

          This Agreement contains the entire agreement between the parties 
relating to the subject matter hereof and no modification of this agreement 
shall be valid unless made in writing and signed by the parties hereto.

                                       EMPLOYER
                                       --------
                                       ACTIVE VOICE INC.


                                       BY       /s/Robert Greco
                                          ------------------------------
                                                   04/1/91
                                       ---------------------------------
                                       Date

                                       EMPLOYEE
                                       --------
                                       /s/Edward F. Masters
                                       ---------------------------------
                                                  3/25/91
                                       ---------------------------------
                                       Date


<PAGE>


                            ACTIVE VOICE, INC.

                      PROPRIETARY RIGHTS AGREEMENT

    In consideration of my employment by Active Voice, Inc. ("Active Voice") 
or my continued employment at will by Active Voice, whether as a regular 
employee or an independent contractor, and the payment to me of salary or 
other compensation, including deferred compensation, that I shall receive 
during my employment, I agree as follows:

    1.    CONFIDENTIALITY.

          1.1  I will not, without Active Voice's prior written permission, 
disclose to anyone outside of Active Voice or use in other than Active 
Voice's business, either during or after my employment, any confidential 
information or material of Active Voice or any information or materials 
received in confidence from third parties by Active Voice. I will presume, 
until the information is five years old, that the following types of 
information are all confidential except information that has clearly been 
made available generally to the public: source code, product designs and 
methods of operation, product and business plans, and identities of Active 
Voice's customers and suppliers.

          1.2  If I leave the employ of Active Voice, I will return all 
property of Active Voice in my possession, including all confidential 
information or materials such as drawings, notebooks, reports and other 
documents.

          1.3  Confidential information or material of Active Voice is any 
information or material: (a) generated or collected by or used in the 
operations of Active Voice that relate to the actual or anticipated business 
or research and development of Active Voice, or (b) suggested by or resulting 
from any task assigned to me or work performed by me for or on behalf of 
Active Voice, and which has not been made available generally to the public.

          1.4  Because a breach of this provision may cause irreparable harm 
to Active Voice with no adequate remedy, this provision may be enforced by 
court order.

    2.    NON-COMPETITION.

          2.1  To ensure that no confidential information of Active Voice is 
improperly used or disclosed, I will not, during the term of my employment 
and for a period of six months following termination, assist any other 
company, whether as owner, shareholder, director, employee, contractor, or 
volunteer, which is developing or marketing any computer software or 
software controlled hardware designed for use in conjunction with telephone 
systems for the following purposes: voice recording or playback, call 
accounting, general purpose microcomputer connected to and communicating with 
a PBX. 

          2.2  Examples of companies which are currently proscribed include: 
Applied Voice Technology, Panoply, Octel, Mitel, Dytel, VMX, Advanced Voice 
Technology, Boston Technology, AT&T, Rolm, Unisys, Wang, NEC, Dictaphone, 
Siemens, Northern Telecom, and Brooktrout.

    3.    CONFIDENTIALITY DUTIES TO OTHERS.

          3.1  I will not disclose to Active Voice, use in its business, or 
cause it to use, any information or material which is confidential to others.

<PAGE>

          3.2  I do not have in my possession or control any documents or 
other materials containing confidential information of my former employers 
which might be considered to be of interest to Active Voice.

          3.3  On the last page of this Agreement I have listed and 
identified all non-competition or non-disclosure agreements which may remain 
currently binding between myself and any former employers. If I do not have 
any to identity, I have written "none" on this line: None that impact.        
                                                    ------------------

    4.    RIGHTS TO DEVELOPMENTS.

          4.1  I hereby assign to Active Voice my entire right, title, and 
interests in any idea, invention, design of a useful article (whether the 
design is ornamental or otherwise), computer program and related 
documentation, and may other Work of authorship (all hereafter called 
"Developments"), made or conceived during my employment with Active Voice 
solely or jointly by me, or created wholly or in part by me, whether or not 
such Developments are patentable, protected by copyrights, or susceptible to 
other forms of protection, where the Developments: (a) relate to the actual 
or anticipated business or research or development of Active Voice, or (b) 
result from any task assigned to me or work performed by me for or on behalf 
of Active Voice.

          4.2  This assignment provision does not apply to an invention for 
which no equipment, supplies, facility, or trade secret information of Active 
Voice was used and which was developed entirely on my own time, unless it 
meets condition (a) or (b) above.

          4.3  Excluded are any Developments that I cannot assign to Active 
Voice because of a prior agreement made prior to employment by Active Voice 
with 

                                       None
----------------------------------------------------------------------------

which is effective until 
                          ----------------------------------------.
                          (give name and date or write "none)

          4.4  I acknowledge that the copyrights and any other intellectual
property rights in designs, computer programs and related documentation, and 
works of authorship, created within the scope of my employment, belong to 
Active Voice by operation of law.

    5.    PREEXISTING DEVELOPMENTS.

          5.1  On the last page of this Agreement I have identified all 
Developments not assigned by section 4 in which I have any right, title, or 
interest, and which were previously made or conceived solely or jointly by 
me, or written wholly or in part by me, but neither published nor filed in 
any patent office, whether or not previously identified to Active Voice.

          5.2  If I do not have any to identify, I have written "none" on 
this line: NONE. (Note: It is in your interest to establish that any of the 
           -----
above were made, conceived, or written before your employment by Active 
Voice. You should not disclose them in detail, but identify them only by the 
titles and dates of documents describing them.)

          5.3  In the event (and to the extent) that any work product 
produced by me and delivered to Active Voice for use by Active Voice or its 
customers contains any items or elements which may be proprietary to me or 
any of my suppliers, I hereby grant to Active Voice an irrevocable,
perpetual, non-exclusive, royalty-free, worldwide license to reproduce, 
distribute copies of, prepare derivative works based on, display, and perform 
the work product, and to authorize others to do any of the foregoing.

<PAGE>

    6.    SECURING AND ENFORCING PROPRIETARY RIGHTS.

          In connection with any of the Developments or work product assigned 
or licensed by paragraphs 5 or 7: (a) I will promptly disclose them to 
Active Voice's management; and (b) I will, on Active Voice's request, 
promptly execute a specific assignment of title to Active Voice or its 
designee, and do anything else reasonably necessary to enable Active Voice or 
its designee to secure and enforce patents, copyrights, or other forms of 
protection therefor in the United States and in other countries. I irrevocably 
designate Active Voice as my agent and attorney-in-fact to execute and file 
any applications or other documents and to take any other actions to further 
the securing and enforcement of such protection.

    7.    DISTRIBUTION OR ATTRIBUTION.

          Active Voice and its licensees (direct and indirect) are not 
required to make any distribution of or designate me as author of any design, 
computer program or related documentation, or other work of authorship 
assigned or licensed in sections 4 or 5.

    8.    ENTIRE AGREEMENT

          With respect to the subject matter hereof, this is my entire 
agreement with Active Voice, and it supersedes (to the extent enforceable) 
all previous oral or written communications, representations, understandings, 
undertakings, or agreements by or with Active Voice. The term Active Voice as 
used in the Agreement, includes any entity owned or controlled, directly or 
indirectly, by Active Voice.

    9.    ACKNOWLEDGEMENT OF RECEIPT.

          I acknowledge receipt of a copy of this Agreement. Understood and 
agreed to by:

EDWARD FRANCIS MASTERS
--------------------------------------------------
Employee's Full Name (please print)


/s/ Edward F. Masters                                     3/25/91
--------------------------------------------------    --------------
Employee's Signature                                  Date

Robert Greco
--------------------------------------------------
Corporate officer (please print)

/s/  Robert Greco                                        4/1/91
--------------------------------------------------    --------------
Signature                                             Date


<PAGE>


(If you have entered "none" in section 3, do not fill in this section.)

     The following are all the non-competition or non-disclosure agreements 
which may remain currently binding between myself and my former employers.

             Former Employer              Dates of Employment

     TeleCalc, Inc.                        May 1988 to March 1991
------------------------------------     ----------------------------
                                                    to
------------------------------------     ----------------------------
                                                    to
------------------------------------     ----------------------------


                                         Signed:  Edward F. Masters
                                                  -----------------------
                                                  Employee's Full Name

                                                      3/25/91
                                                  -----------------------
                                                  Date


(If you have entered "none" in section 5, do not fill in this section.)

     The following are Developments not covered by section 4, in which I have 
any right, title or interest, and which were previously conceived or written 
either wholly or in part by me, but neither published nor filed in any patent 
office, whether or not previously identified to Active Voice.

Description of Documents (if applicable):

Title on Document         Date on Document         Name of Witness on Document


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

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

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

                                         Signed:  
                                                  -----------------------
                                                  Employee's Full Name


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