SYNTELLECT INC
EX-10.VII.H
<DOCUMENT>
<TYPE>EX-10.VII.H
<SEQUENCE>11
<FILENAME>p67203exv10wviiwh.txt
<DESCRIPTION>EX-10.VII.H
<TEXT>
<PAGE>
EXHIBIT (10)(VII)(H)

                            INDEMNIFICATION AGREEMENT

      This Indemnification Agreement ("Agreement") is made and entered into as
of August 6, 2002 (the "Effective Date"), by Syntellect Inc., a Delaware
corporation (the "Company") and Charles F. Sonneborn, III (the "Indemnitee").

                                    RECITALS

      WHEREAS, highly competent persons are becoming more reluctant to serve
publicly-held corporations as officers and directors unless they are provided
with adequate protection through insurance or adequate indemnification against
inordinate risks of claims and actions against them arising out of their service
to and activities on behalf of such corporations;

      WHEREAS, the Board of Directors of the Company (the "Board") has
determined that the inability to attract and retain such persons is detrimental
to the best interests of the Company's stockholders and that the Company should
act to assure such persons that there will be increased certainty of such
protection in the future;

      WHEREAS, the Board deems it to be reasonable, prudent and necessary for
the Company contractually to indemnify its officers and directors to the fullest
extent permitted by applicable law so that they will serve or continue to serve
the Company free from undue concern that they will not be so indemnified.

                                    AGREEMENT

      NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:

      1.    DEFINITIONS. For purposes of this Agreement, the following terms
            shall have the following meanings:

            (a)   "Change of Control" shall have the meaning set forth in
Section 5(d).

            (b)   "Corporate Status" describes the status of a person who is
serving or has served (i) as an officer or director of the Company, including as
a member of any committee of the directors, (ii) in any capacity with respect to
any employee benefit plan of the Company, or (iii) as a director, partner,
trustee, officer, employee, or agent of any other Entity at the request of the
Company. For purposes of subsection (iii) above, an officer or director of the
Company who is serving or has served as a director, partner, trustee, officer,
employee or agent of a Subsidiary shall be deemed to be serving at the request
of the Company.

            (c)   "Entity" shall mean any corporation, partnership, limited
liability company, joint venture, trust, foundation, association, organization
or other legal entity.

            (d)   "Expenses" shall mean all reasonable fees, costs and expenses
incurred in connection with any Proceeding, including, without limitation,
reasonable attorneys' fees, disbursements and retainers, fees and disbursements
of expert witnesses, private investigators and professional advisors, court
costs, transcript costs, travel expenses, duplicating, printing and binding
costs, telephone and fax transmission charges, postage, delivery services and
other disbursements and expenses of the types customarily incurred in connection
with prosecuting, defending, preparing to prosecute or defend, investigating, or
being or preparing to be a witness in a Proceeding.

            (e)   "Indemnifiable Expenses," "Indemnifiable Liabilities" and
"Indemnifiable Amounts" shall have the meanings ascribed to those terms in
Section 3(a) below.

            (f)   "Independent Counsel" means a law firm, or a member of a law
firm, that is experienced in matters of corporation law and neither presently
is, nor in the past five years has been, retained to represent (i) the Company
or Indemnitee in any matter material to either such party, or (ii) any other
party to the Proceeding giving rise


<PAGE>

to a claim for indemnification hereunder. Notwithstanding the foregoing, the
term "Independent Counsel" shall not include any person who, under the
applicable standards of professional conduct then prevailing, would have a
conflict of interest in representing either the Company or Indemnitee in an
action to determine Indemnitee's rights under this Agreement.

            (g)   "Liabilities" shall mean judgments, damages, liabilities,
losses, penalties, excise taxes, fines, and amounts paid in settlement.

            (h)   "Proceeding" shall mean any threatened, pending or completed
claim, action, suit, arbitration, alternate dispute resolution process,
investigation, administrative hearing, appeal, or any other proceeding, whether
civil, criminal, administrative, arbitrative or investigative, whether formal or
informal, including a proceeding initiated by Indemnitee pursuant to Section 10
of this Agreement to enforce Indemnitee's rights hereunder, but excluding a
proceeding pending on or prior to the Effective Date.

            (i)   "Subsidiary" shall mean any Entity of which the Company owns
(either directly or through another Subsidiary) either (i) a general partner,
managing member or other similar interest or (ii) 50% or more of the voting
power of the voting capital stock or other voting equity interests of such
Entity.

      2.    SERVICES OF INDEMNITEE. In consideration of the Company's covenants
and commitments hereunder, Indemnitee agrees to serve or continue to serve as an
officer of the Company. However, this Agreement shall not impose any obligation
on Indemnitee or the Company to continue Indemnitee's service to the Company
beyond any period otherwise required by law or by other agreements or
commitments of the parties, if any.

      3.    AGREEMENT TO INDEMNIFY. The Company agrees to indemnify Indemnitee
as follows:

            (a)   PROCEEDINGS OTHER THAN PROCEEDINGS BY OR IN THE RIGHT OF THE
COMPANY. Subject to the exceptions set forth in Section 4 below, if Indemnitee
was or is a party or is threatened to be made a party to any Proceeding (other
than an action by or in the right of the Company) by reason of Indemnitee's
Corporate Status, Indemnitee shall be indemnified by the Company against all
Expenses and Liabilities actually and reasonably incurred by Indemnitee in
connection with such Proceeding (referred to herein as "Indemnifiable Expenses"
and "Indemnifiable Liabilities," respectively, and collectively, as
"Indemnifiable Amounts"), if Indemnitee acted (i) in good faith and (ii) in a
manner Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company and, with respect to any criminal action or proceeding,
Indemnitee had no reasonable cause to believe that Indemnitee's conduct was
unlawful.

            (b)   PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the extent
permitted by applicable law and subject to the exceptions set forth in Section 4
below, if Indemnitee was or is a party or is threatened to be made a party to
any threatened, pending or completed Proceeding by or in the right of the
Company to procure a judgment in its favor by reason of Indemnitee's Corporate
Status, Indemnitee shall be indemnified by the Company against all Indemnifiable
Expenses actually and reasonably incurred by Indemnitee or on Indemnitee's
behalf in connection with such Proceeding if Indemnitee acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the Company; provided, however, that, if applicable law so provides, no
indemnification against such expenses shall be made in respect of any claim,
issue or matter in such Proceeding as to which Indemnitee shall have been
adjudged to be liable to the Company unless and to the extent that the court in
which such Proceeding shall have been brought or is pending shall determine that
such indemnification may be made.

            (c)   INDEMNIFICATION FOR EXPENSES AS A WITNESS. Subject to the
exceptions set forth in Section 4 below, to the extent that Indemnitee is, by
reason of Indemnitee's Corporate Status, a witness in any Proceeding to which
Indemnitee is not a party, the Company shall indemnify against all expenses
actually and reasonably incurred by Indemnitee in connection therewith.

      4.    EXCEPTIONS TO INDEMNIFICATION.

            (a)   INDEMNITEE AS PLAINTIFF. Except as provided in Section 9(b) of
this Agreement and in the next sentence, Indemnitee shall not be entitled to
payment of Indemnifiable Amounts or advancement of Indemnifiable Expenses with
respect to any Proceeding brought by Indemnitee against the Company, any Entity
that it controls, any director or officer thereof, or any third party, unless
the Company has consented to the initiation of such Proceeding.


                                       2
<PAGE>

This Section 4(a) shall not apply to counterclaims or affirmative defenses
asserted by Indemnitee in an action brought against Indemnitee.

            (b)   OTHER LIMITATIONS TO INDEMNIFICATION. Notwithstanding anything
contained in this Agreement or in the Company's certificate of incorporation or
by-laws (as either or both may be amended from time to time) to the contrary,
the Company shall not be obligated to indemnify or hold harmless Indemnitee:

                  (i)   if and to the extent that such indemnification shall be
prohibited by applicable law;

                  (ii)  if and to the extent that payment in connection with a
Proceeding is actually and unqualifiedly made to Indemnitee under an insurance
policy or otherwise;

                  (iii) if and to the extent that a claim in a Proceeding is
decided adversely to Indemnitee based upon or attributable to Indemnitee gaining
in fact any personal profit or advantage to which Indemnitee was not legally
entitled; or

                  (iv)  if and to the extent that the indemnifiable event
constituted or arose out of Indemnitee's knowingly fraudulent or dishonest or
willful misconduct or gross negligence.

      5.    PROCEDURE FOR PAYMENT OF INDEMNIFIABLE AMOUNTS.

            (a)   WRITTEN REQUEST FOR INDEMNIFICATION. To obtain indemnification
under this Agreement, Indemnitee shall submit to the Company a written request,
including therein or therewith such documentation and information as is
reasonably available to Indemnitee and is reasonably necessary to determine
whether and to what extent Indemnitee is entitled to indemnification. The
Company shall, promptly upon receipt of such a request for indemnification,
advise the Board in writing that Indemnitee has requested indemnification.

            (b)   DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION. Upon written
request by Indemnitee for indemnification pursuant to the first sentence of
Section 5(a) hereof, a determination, if required by applicable law, with
respect to Indemnitee's entitlement thereto shall be made in the specific case:

                  (i)   if a Change in Control shall have occurred, by
Independent Counsel in a written opinion to the Board of Directors, a copy of
which shall be delivered to Indemnitee; or

                  (ii)  if a Change of Control shall not have occurred, (A) by
the Board of Directors by a majority vote of the directors who are not parties
to such Proceeding, even though less than a quorum of the Board, or (B) by a
committee of such directors designated by a majority vote of such directors,
even though less than a quorum of the Board, or (C) if there are no such
directors, or if such directors so direct, by Independent Counsel in a written
opinion to the Board of Directors, a copy of which shall be delivered to
Indemnitee, or (D) if so directed by the Board, by the stockholders of the
Company.

If it is so determined that Indemnitee is entitled to indemnification, payment
to Indemnitee (or on behalf of Indemnitee) shall be made within fifteen (15)
days after such determination. Indemnitee shall cooperate with the person,
persons or entity making such determination with respect to Indemnitee's
entitlement to indemnification, including providing to such person, persons or
entity upon reasonable advance request any documentation or information that is
not privileged or otherwise protected from disclosure and that is reasonably
available to Indemnitee and reasonably necessary to such determination. Any
costs or expenses (including attorneys' fees and disbursements) incurred by
Indemnitee in so cooperating with the person, persons or entity making such
determination shall be borne by the Company (irrespective of the determination
as to Indemnitee's entitlement to indemnification) and the Company hereby
indemnifies and agrees to hold Indemnitee harmless therefrom.

            (c)   SELECTION OF INDEPENDENT COUNSEL. In the event the
determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to Section 5(b) hereof, the Independent Counsel shall be
selected as provided to this Section 5(c). If a Change of Control shall not have
occurred, the Board shall select the Independent Counsel and the Company shall
give written notice to Indemnitee advising Indemnitee of the identity of the
Independent Counsel so selected. If a Change of Control shall have occurred,
Indemnitee shall select the Independent Counsel and shall give written notice to
the Company advising it of the identity of the Independent


                                       3
<PAGE>

Counsel so selected. In either event, Indemnitee or the Company, as the case may
be, may, within 10 days after such written notice of selection shall have been
given, deliver to the Company or to Indemnitee, as the case may be, a written
objection to such selection; provided, however, that such objection may be
asserted only on the ground that the Independent Counsel so selected does not
meet the requirements of "Independent Counsel" as defined in Section 1 of this
Agreement, and the objection shall set forth with particularity the factual
basis of such assertion. If such written objection is so made and substantiated,
the Independent Counsel so selected may not serve as Independent Counsel unless
and until such objection is withdrawn or a court has determined that such
objection is without merit. If, within twenty (20) days after submission by
Indemnitee of a written request for indemnification pursuant to Section 5(a)
hereof, no Independent Counsel shall have been selected and not objected to,
either the Company or Indemnitee may petition a court of the State of Arizona or
other court of competent jurisdiction for resolution of any objection which
shall have been made by the Company or Indemnitee to the other's selection of
Independent Counsel and/or for the appointment as Independent Counsel of a
person selected by the court or by such other person as the court shall
designate, and the person with respect to whom all objections are so resolved or
the person so appointed shall act as Independent Counsel under Section 5(b)
hereof. The Company shall pay any and all reasonable fees and expenses of
Independent Counsel incurred by such Independent Counsel in connection with
acting pursuant to Section 5(b) hereof, and the Company shall pay all reasonable
fees and expenses incident to the procedures of this Section 9(a), regardless of
the manner in which such Independent Counsel was selected or appointed. Upon the
due commencement of any judicial proceeding pursuant to Section 9(a) of this
Agreement, Independent Counsel shall be discharged and relieved of any further
responsibility in such capacity (subject to the applicable standards of
professional conduct then prevailing).

            (d)   CHANGE OF CONTROL. For purposes of this Section 5, a "Change
in Control" shall be deemed to have occurred if and when

            (i) any person (as such term is used in Sections 13(d) and 14(d)(2)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")),
together with all "affiliates" and "associates" (as defined under Rule 12b-2
promulgated under the Exchange Act) of such person, but excluding (1) a trustee
or other fiduciary holding securities under an employee benefit plan of the
Company or any subsidiary of the Company, (2) a corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of the Company, (3) the Company or any
Subsidiary, or (4) Indemnitee, together with all affiliates and associates of
Indemnitee, becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act) directly or indirectly of equity securities of the Company
representing 50 percent or more of the combined voting power of the Company's
then-outstanding equity securities without the prior approval of at least a
majority of the members of the Board in office immediately prior to such
person(s) attaining such percentage interest and who are not affiliates or
associates of such person(s);

            (ii) there occurs a proxy contest, or the Company is a party to a
merger, consolidation, sale of assets, plan of liquidation or other
reorganization (in a single transaction or a series of transactions) not
approved by at least two-thirds of the members of the Board then in office, as a
consequence of which members of the Board in office immediately prior to such
transaction or event constitute less than a majority of the Board thereafter; or

            (iii) during any period of two consecutive years, other than as a
result of an event described in Section 5(d)(ii), individuals who at the
beginning of such period constituted the Board (including for this purpose any
new director whose election or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of such period) cease for
any reason to constitute at least a majority of the Board.

      6.    INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS PARTLY SUCCESSFUL.
Notwithstanding any other provision of this Agreement, and without limiting any
such provision, to the extent that Indemnitee is, by reason of Indemnitee's
Corporate Status, a party to a Proceeding and is not wholly successful in such
Proceeding, but is successful, on the merits or otherwise, as to one or more but
less than all claims, issues or matters in such Proceeding, the Company shall
indemnify Indemnitee against all Expenses actually and reasonably incurred by
Indemnitee or on Indemnitee's behalf in connection with each successfully
resolved claim, issue or matter. For purposes of this Agreement, the termination
of any claim, issue or matter in such a Proceeding by dismissal, with or without
prejudice, shall be deemed to be a successful result as to such claim, issue or
matter.

      7.    EFFECT OF CERTAIN RESOLUTIONS. Neither the settlement or termination
of any Proceeding nor the failure of the Company to award indemnification or to
determine that indemnification is payable shall create an adverse


                                       4
<PAGE>

presumption that Indemnitee is not entitled to indemnification hereunder. In
addition, the termination of any proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not create
a presumption that Indemnitee did not act in good faith and in a manner which
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company or, with respect to any criminal action or proceeding, had
reasonable cause to believe that Indemnitee's action was unlawful.

      8.    ADVANCEMENT OF EXPENSES.

            (a)   CONDITIONS. Subject to Section 8(b), the Company shall pay to
Indemnitee all Indemnifiable Expenses incurred by Indemnitee in connection with
any Proceeding, including a Proceeding by or in the right of the Company, in
advance of the final disposition of such Proceeding, as the same are incurred.
To the extent required by Delaware law, Indemnitee hereby undertakes to repay
the amount of Indemnifiable Expenses paid to Indemnitee if it is ultimately
determined by a court of competent jurisdiction that Indemnitee is not entitled
under this Agreement to indemnification with respect to such Expenses. This
undertaking is an unlimited general obligation of Indemnitee.

            (b)   PROCEDURE FOR ADVANCE PAYMENT OF EXPENSES. Indemnitee shall
submit to the Company a written request specifying the Indemnifiable Expenses
for which Indemnitee seeks an advancement under Section 8(a) of this Agreement,
together with documentation evidencing that Indemnitee has incurred such
Indemnifiable Expenses. Payment of Indemnifiable Expenses under Section 8(a)
shall be made no later than 15 calendar days after the Company's receipt of such
request.

      9.    REMEDIES OF INDEMNITEE.

            (a)   RIGHT TO PETITION COURT. In the event that Indemnitee makes a
request for payment of Indemnifiable Amounts under Sections 3 and 5 above or a
request for an advancement of Indemnifiable Expenses under Section 8 above, and
the Company fails to make such payment or advancement in a timely manner
pursuant to the terms of this Agreement, Indemnitee may petition a court of law
to enforce the Company's obligations under this Agreement.

            (b)   EXPENSES. If Indemnitee is successful under any claim or
action brought under Section 10(a), the Company agrees to reimburse Indemnitee
in full for any Expenses incurred by Indemnitee in connection with
investigating, preparing for, litigating, defending or settling any action
brought by Indemnitee under Section 9(a) above, or in connection with any claim
or counterclaim brought by the Company in connection therewith.

            (c)   VALIDITY OF AGREEMENT. The Company shall be precluded from
asserting in any Proceeding, including, without limitation, an action under
Section 9(a) above, that the provisions of this Agreement are not valid,
binding, and enforceable or that there is insufficient consideration for this
Agreement and shall stipulate in court that the Company is bound by all the
provisions of this Agreement.

            (d)   FAILURE TO ACT NOT A DEFENSE. The failure of the Company
(including its Board or any committee thereof) to make a determination
concerning the permissibility of the payment of Indemnifiable Amounts or the
advancement of Indemnifiable Expenses under this Agreement shall not be a
defense in any action brought under Section 9(a) above, and shall not create a
presumption that such payment or advancement is not permissible.

      10.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to Indemnitee as follows:

            (a)   AUTHORITY. The Company has all necessary power and authority
to enter into, and be bound by the terms of, this Agreement, and the execution,
delivery, and performance of the undertakings contemplated by this Agreement
have been duly authorized by the Company.

            (b)   ENFORCEABILITY. This Agreement, when executed and delivered by
the Company in accordance with the provisions hereof, shall be a legal, valid,
and binding obligation of the Company, enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, moratorium, reorganization or similar laws
affecting the enforcement of creditors' rights generally.


                                       5
<PAGE>

      11.   INSURANCE. To the extent that the Company maintains an insurance
policy or policies providing officers' and directors' liability insurance,
Indemnitee shall be covered by such policy or policies, in accordance with its
or their terms, to the maximum extent of the coverage available for any officer
or director of the Company.

      12.   CONTRACT RIGHTS NOT EXCLUSIVE. The rights to payment of
Indemnifiable Amounts and advancement of Indemnifiable Expenses provided by this
Agreement shall be in addition to, but not exclusive of, any other rights which
Indemnitee may have at any time under applicable law, the Company's by-laws or
certificate of incorporation, or any other agreement, vote of stockholders or
directors (or a committee of directors), or otherwise, both as to action in
Indemnitee's official capacity and as to action in any other capacity as a
result of Indemnitee's Corporate Status.

      13.   BINDING NATURE OF AGREEMENT; SUCCESSORS. This Agreement shall be (a)
binding upon all successors and assigns of the Company (including any transferee
of all or a substantial portion of the business, stock and/or assets of the
Company and any direct or indirect successor by merger or consolidation or
otherwise by operation of law) and (b) binding on and shall inure to the benefit
of the heirs, personal representatives, executors, and administrators of
Indemnitee. This Agreement shall continue for the benefit of Indemnitee and such
heirs, personal representatives, executors, and administrators after Indemnitee
has ceased to have Corporate Status.

      14.   SUBROGATION. In the event of any payment of Indemnifiable Amounts
under this Agreement, the Company shall be subrogated to the extent of such
payment to all of the rights of contribution or recovery of Indemnitee against
other persons, and Indemnitee shall take, at the request of the Company, all
reasonable action necessary to secure such rights, including the execution of
such documents as are necessary to enable the Company to bring suit to enforce
such rights.

      15.   NOTICE BY INDEMNITEE. Indemnitee agrees promptly to notify the
Company in writing upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any Proceeding
or matter which may be subject to indemnification or advancement of expenses
covered under this Agreement.

      16.   MISCELLANEOUS.

            (A)   NOTICES. All notices, requests, demands, and other
communications required or permitted under this Agreement shall be in writing
and shall be deemed to have been duly given, made, and received (i) if
personally delivered, on the date of delivery, (ii) if by facsimile
transmission, upon receipt, (iii) if mailed, three days after deposit in the
United States mail, registered or certified, return receipt requested, postage
prepaid or (iv) if by a courier delivery service providing overnight or
"next-day" delivery, on the next business day after deposit with such service,
in each case addressed as follows:

<TABLE>
<S>                                           <C>
(1)   If to the Company:                      with a copy given in the manner
                                              prescribed, to:
      Syntellect Inc.
      Suite 100                               Rogers & Theobald LLP
      16610 North Black Canyon Highway        2425 E. Camelback Road, Suite 300
      Phoenix, Arizona  85053                 Phoenix, Arizona  85016
      Attention: Anthony V. Carollo Jr.,      Attention:  Robert K. Rogers, Esq.
      President                               Tel: (602) 852-5540
      Tel: (602) 789-2770                     Fax: (602) 852-5570
      Fax: (602) 789-2768                     e-mail: rkr@rogerstheobald.com
      e-mail: tcarollo@syntellect.com
</TABLE>

(2)   If to Indemnitee, at the address set forth below Indemnittee's name on the
signature page of this Agreement.


                                       6
<PAGE>

Either party may alter the address to which communications or copies are to be
sent by giving notice of such change of address in conformity with the
provisions of this Section 16(a) for the giving of notice.

            (b)   ENTIRE AGREEMENT; AMENDMENTS. This Agreement contains the
entire agreement and understanding between the parties hereto with respect to
the subject matter hereof and supersedes all prior and contemporaneous
agreements, understandings, inducements, and conditions, express or implied,
oral or written, of any nature whatsoever with respect to the subject matter
hereof. The express terms hereof control and supersede any course of performance
and/or usage of the trade inconsistent with any of the terms hereof. This
Agreement may not be modified or amended other than by an agreement in writing
signed by the party or parties to be bound.

            (c)   CONTROLLING LAW; JURISDICTION AND VENUE. This Agreement and
all questions relating to its validity, interpretation, performance, and
enforcement shall be governed by and construed, interpreted, and enforced in
accordance with the laws of the State of Delaware, notwithstanding any Delaware,
or other conflict-of-law provisions to the contrary. The Company and Indemnitee
irrevocably submit, consent, and require that the state and federal courts
located in Maricopa County, Arizona, and the appellate forums for these courts,
shall have sole jurisdiction over any dispute arising under this Agreement, and
the parties hereby consent to the personal jurisdiction of such courts and to
extra-territorial service of process.

            (d)   INDULGENCES, NOT WAIVERS. Neither the failure nor any delay on
the part of either party to exercise any right, remedy, power or privilege under
this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, remedy, power or privilege preclude any other or
further exercise of the same or of any other right, remedy, power or privilege,
nor shall any waiver of any right, remedy, power or privilege with respect to
any occurrence be construed as a waiver of such right, remedy, power or
privilege with respect to any other occurrence. No waiver shall be effective
unless it is in writing and is signed by the party asserted to have granted such
waiver.

            (e)   SECTION HEADINGS. The titles of sections and subsections
contained in this Agreement are for convenience only. They form no part of this
Agreement and they are not to be used in the construction or interpretation of
this Agreement.

            (f)   EXECUTION IN COUNTERPARTS. This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original as
against any party whose signature appears thereon, and all of which shall
together constitute one and the same instrument. This Agreement shall become
binding when one or more counterparts hereof, individually or taken together,
shall bear the signatures of the parties reflected hereon as the signatories.
Any photographic or xerographic copy of this Agreement, with all signatures
reproduced on one or more sets of signature pages, shall be considered for all
purposes as if it were an executed counterpart of this Agreement. Signatures may
be given by facsimile or other electronic transmission, and such signatures
shall be fully binding on the party sending the same.

            (g)   PROVISIONS SEVERABLE. The provisions of this Agreement are
independent of and severable from each other, and no provision shall be affected
or rendered invalid or unenforceable by virtue of the fact that for any reason
any other or others of them may be invalid or unenforceable in whole or in part.
Further, if a court of competent jurisdiction determines that any provision of
this Agreement is invalid or unenforceable as written, such court may interpret,
construe, rewrite or revise such provision, to the fullest extent allowed by
law, so as to make it valid and enforceable consistent with the intent of the
parties.

            (h)   CONSTRUCTION. Each party hereto acknowledges that it was
represented by legal counsel (or had the opportunity to be represented by legal
counsel) in connection with this Agreement and that such party and his, her or
its counsel have reviewed and revised this Agreement, or have had an opportunity
to do so, and that any rule of construction to the effect that ambiguities are
to be resolved against the drafting party shall not be employed in the
interpretation of this Agreement or any amendments or any Exhibits or Schedules
hereto or thereto.

         [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]


                                       7
<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this Indemnification
Agreement as of the Effective Date.

                                  COMPANY:

                                  SYNTELLECT INC.

                                  By:  /S/ Anthony V. Carollo
                                       -----------------------------------------
                                  Name:  Anthony V. Carollo
                                         ---------------------------------------
                                  Title:  President and Chief Executive Officer
                                          --------------------------------------



                                  INDEMNITEE:

                                  /S/ Charles F. Sonneborn, III
                                  -----------------------------
                                  Charles F. Sonneborn, III
                                  Address:
                                          --------------------------------------

                                  ----------------------------------------------
                                  Facsimile No.:
                                                --------------------------------


                                       8

</TEXT>
</DOCUMENT>
