
<PAGE>

                               EMPLOYMENT AGREEMENT

   AGREEMENT, entered into this 17th day of April, 1989 by and between Active 
Voice, Inc., a Washington corporation (hereinafter "Employer") and Douglas 
Anderson (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 10 hereof. During the term of this 
Agreement, Employee shall devote his full time and attention and his 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 $53,000.00 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 National Sales 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 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. DISCLOSURE OF INFORMATION. As a condition of employment, the Employee 
agrees to sign and be governed by the Nondisclosure Agreement attached hereto 
as Attachment A.

   7. RESTRICTIVE COVENANT. During the term of his employment and for a 
period of sixty (60) days after the termination of his employment under this 
Agreement, the Employee will not, without written consent of the Employer, 
directly or in-directly own, manage, operate, control, be employed by, 
participate in, or be connected with the ownership, management, operation, or 
control of any business which is engaged in the

<PAGE>

business of producing/marketing substantially similar products to those of 
the Employer at the time of termination. Furthermore, and during such period, 
the Employee will not either individually or through other employment, 
solicit, contact or accept orders on behalf of businesses producing/marketing 
substantially similar products to that of the Employer and/or any of the 
Employer's customers.

   In the event of an actual or threatened breach by the Employee of the 
provisions of this paragraph, the Employer shall be entitled to an injunction 
restraining the Employee from engaging in any such violation. Nothing herein 
stated shall be construed as prohibiting the Employer for pursuing other 
remedies available to the Employer for such breach or threatened breach, 
including the recovery of damages from the Employee.

   8. INVENTIONS. Ownership of any designs, inventions or products developed 
or invented by the Employee during the term of this Agreement, and which 
relate to the business of the Employer, shall be the property of the Employer.

   9. 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.

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

      10.1 the death of Employee;

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

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

      10.4 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 regular compensation up to the date of 
termination.

   11. 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.

   12. WAIVER 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.

<PAGE>

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

   14. 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, if 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.

   15. SPECIFIC PERFORMANCE. The parties declare that it may be impossible to 
measure in money the damages which will accrue to a party hereto by reason of 
the failure to perform any of the obligations under this Agreement. If either 
party hereto shall institute any action or proceeding to specifically enforce 
the provisions of this Agreement, the party against whom such action or 
proceeding is brought hereby waives the claim or defense of any adequate 
remedy at law.

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

   17. 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 L. Richmond
                                -------------------------------
                                President

                              April 24, 1989
                              ---------------------------------
                              Date

                              EMPLOYEE
                              --------

                              /s/ Douglass S. Anderson
                              ---------------------------------

                              April 19, 1989
                              ---------------------------------
                              Date

<PAGE>

                             NONDISCLOSURE AGREEMENT
                             -----------------------
Active Voice, Inc.
Seattle, Washington

Gentlemen:

   The following confirms an agreement between me and Active Voice, Inc., a 
Washington corporation (the "Company"), which is a material part of the 
consideration for my employment by the Company.

   1. I recognize that the Company is engaged in a continuous program of 
research, development and production respecting its business, present and 
future, including fields generally related to its business and that the 
Company possesses and will continue to possess information that has been 
created, discovered, developed or otherwise become known to the Company 
(including without limitation information created by, discovered or developed 
by, or made known to, me during the period of or arising out of my employment 
at the Company) and/or in which property rights have been assigned or 
otherwise conveyed to the Company, which information has commercial value in 
the business in which the Company is engaged. All of the aforementioned 
information is hereinafter called "Proprietary Information." By way of 
illustration, but not limitation, Proprietary Information includes trade 
secrets, processes, formulas, designs, inventions, techniques, new products, 
marketing plans, tactics, strategies, forecasts, customer and supplier lists, 
business plans and other information valuable to the running of the Company's 
business.

   2. I understand that my employment created a relationship of confidence 
and trust between me and the company with respect to any information:

         (i) applicable to the business of the Company; or

         (ii) applicable to the business of any client or customer of the 
Company, which may be known to me by the Company or by any client or customer 
of the Company, or learned by me during the period of my employment.

   3. In consideration of the compensation received by me from the Company 
from time to time, I hereby agree as follows:

      (a) All Proprietary Information shall be the sole property of the 
Company and its assigns, and the Company and its assigns shall be the sole 
owner of all patents, copyrights and other rights in connection therewith. I 
hereby assign to the company any rights I may have or acquire in such 
Proprietary Information. At all times, both during my employment by the 
Company and after my termination, I will not disclose but will keep in 
confidence and trust all Proprietary Information or anything relating to it 
without the written consent of the Company, except as may be necessary in 
the ordinary course of performing my duties to the Company.

<PAGE>

      (b) All documents, records, apparatus, equipment and other physical 
property, whether or not pertaining to Proprietary Information, furnished to 
me by the Company or produced by myself or others relating to the Company's 
business shall be and remain the sole property of the Company and shall be 
returned to it immediately as and when requested by the Company.

   4. This Agreement shall be effective as of the first day of my employment 
by the Company.

   5. This Agreement shall be binding upon me, my heirs, executors, assigns, 
and administrators and shall inure to the benefit of the Company, its 
successors and assigns.

   6. The parties acknowledge that the provisions of this Agreement create 
rights and remedies which are in addition to those rights and remedies the 
Company may have under the Uniform Trade Secrets Act, Chapter 19.108 of 
the Revised Code of Washington.

   Dated: April 19, 1989
         ----------------------

                  Signed: /s/ Douglass S. Anderson
                          ----------------------

Accepted and Agreed to:

ACTIVE VOICE, INC.

BY  /s/ ROBERT L. RICHMOND
  ----------------------

