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                                                                     EXHIBIT 4.1

                             INTERVOICE-BRITE, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

                             INTERVOICE-BRITE, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                 As amended and restated effective June 20, 2002

         Section 1. Purpose. It is the purpose of the Plan to promote the
interests of the Company and its shareholders by providing a method by which
eligible employees may use voluntary payroll deductions to purchase shares of
Common Stock at a discount, thereby affording them the opportunity to invest in
the Company at a preferential price, and to acquire a proprietary interest in
the Company and an increased personal interest in its continued success and
progress. The Plan is intended to qualify as an employee stock purchase plan
within the meaning of Section 423 of the Code and shall be construed
accordingly.

         Section 2. Definitions. As used herein the following terms have the
following meanings:

         (a) "Affiliate" means any corporation that is a subsidiary corporation
of the Company within the meaning of Section 424(f) of the Code and that has
been designated by the Committee as an Affiliate for purposes of the Plan.

         (b) "Board of Directors" means the Board of Directors of the Company.

         (c) "Code" means the United States Internal Revenue Code of 1986, as
from time to time amended.

         (d) "Committee" means the Committee described in Section 4 hereof.

         (e) "Common Stock" means the Common Stock, no par value, of the
Company.

         (f) "Company" means InterVoice-Brite, Inc.

         (g) "Compensation" for an option period means the total compensation of
an employee for services rendered to the Company or any Affiliate. The
Compensation of an employee who does not receive salary or wages computed in
United States dollars shall be determined by converting such salary or wages
into United States dollars in accordance with the Compensation Exchange Rate.

         (h) "Compensation Exchange Rate" means the New York foreign currency
exchange rate as reported in The Wall Street Journal for the first business day
immediately preceding the first business day of the applicable option period.

         (i) "Eligible Employee" means any employee of the Company or an
Affiliate who is eligible to participate in the Plan pursuant to Section 5
hereof.

         (j) "Fair Market Value" means the closing sale price on the date in
question (or, if there was no reported sale on such date, on the last preceding
day on which any reported sale occurred) of the Common Stock on the NASDAQ
National Market System or, if the Common Stock is not traded on the NASDAQ
National Market System, such national stock exchange or stock market on which
the Common Stock may from time to time be traded.

         (k) "Option" means any option to purchase shares of Common Stock
granted by the Committee pursuant to the provisions of the Plan.

         (l) "Participant" means an Eligible Employee who elects to participate
in the Plan pursuant to Section 6 hereof.

         (m) "Plan" means this InterVoice-Brite, Inc. Employee Stock Purchase
Plan.

         Section 3. Number of Shares. The aggregate number of shares of Common
Stock issued pursuant to Options granted under the Plan shall not exceed a total
of 1,500,000 shares. The maximum number of shares of Common Stock available for
sale under the Plan is subject to adjustment as provided in Section 14. The
Common Stock to be delivered upon exercise of Options may consist of authorized
but unissued shares of Common Stock or shares of Common Stock previously issued
and reacquired by the Company.

         Section 4. Administration of the Plan. The Plan shall be administered
by the Committee, which shall consist of three or more directors or executive
officers of the Company. Each member of the Committee





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shall be appointed by and shall serve at the pleasure of the Board of Directors.
The Board of Directors shall have the sole continuing authority to appoint
members of the Committee both in substitution for members previously appointed
and to fill vacancies however caused. The following provisions shall apply to
the administration of the Plan by the Committee:

(a) The Committee shall designate one of its members as Chairman and shall hold
meetings at such times and places as it may determine. Each member of the
Committee shall be notified in writing of the time and place of any meeting of
the Committee at least two days prior to such meeting, provided that such notice
may be waived by a Committee member. A majority of the members of the Committee
shall constitute a quorum and any action taken by a majority of the members of
the Committee present at any duly called meeting at which a quorum is present
(or action unanimously approved in writing) shall constitute action by the
Committee.

(b) The Committee may appoint a Secretary (who need not be a member of the
Committee) who shall keep minutes of its meetings. The Committee may make such
rules and regulations for the conduct of its business as it may determine.

(c) The Committee shall have full authority, subject to the express provisions
of the Plan to interpret the Plan, to provide, modify and rescind rules and
regulations relating to it and to make all other determinations and perform such
actions as the Committee deems necessary or advisable to administer the Plan.

(d) No member of the Committee shall be liable for any action taken or
determination made in good faith with respect to the Plan or any Option granted
hereunder.

      Section 5. Eligible Employees. Each employee of the Company or an
Affiliate who is employed by the Company or an Affiliate on the date his
participation in the Plan is to become effective shall be eligible to
participate in the Plan; provided, however, that:

(a) An employee shall not be granted an Option if such employee would,
immediately after grant of the Option, own stock possessing 5% or more of the
total combined voting power or value of all classes of stock of the Company or
any parent or subsidiary corporation of the Company (within the meaning of
Section 424(e) and (f) of the Code). For purposes of determining stock ownership
under this paragraph, the rules of Section 424(d) of the Code shall apply, and
stock which the employee may purchase under any outstanding options shall be
treated as stock owned by the employee; and

(b) No employee shall be granted an Option under the Plan which would permit
such employee's rights to purchase shares of stock under all employee stock
purchase plans of the Company and its parent and subsidiary corporations (within
the meaning of Section 424(e) and (f) of the Code) to accrue (within the meaning
of Section 423 (b) (8) of the Code) at a rate which exceeds U.S. $25,000 of fair
market value of such stock (determined at the time such option is granted) for
each calendar year during which any such option granted to such employee is
outstanding at any time.

         For purposes of this Section 5, the term "employee" shall not include
an employee whose customary employment is 20 hours or less per week or is for
not more than five months in any calendar year.

         Section 6. Method of Participation. Each person who will be an Eligible
Employee on any January 1 or July 1 may elect to participate in the Plan by
executing and delivering, on or before the immediately preceding December 31 or
June 30, respectively, a payroll deduction authorization as provided in this
Section; provided, however, that an Eligible Employee who elects not to
participate on a given January 1 or July 1 shall not be eligible to participate
in the Plan until the following January 1 or July 1, respectively. Such Eligible
Employee shall thereby become a Participant on such January 1 or July 1 and
shall remain a Participant until such Eligible Employee's participation is
Terminated as provided in Section 10 or 11 hereof.

         The payroll deduction authorization executed by a Participant shall
request withholding, by means of substantially equal payroll deductions over the
period during which he or she is a Participant, of an amount which shall be no
more than 10% nor less than 1 % of such Participant's Compensation for a given
option period. A Participant may change the withholding rate of his or her
payroll deduction authorization within such limits by delivering a new payroll
deduction authorization form to the Company on or before the December 31 or June
30, as the case may be, immediately preceding the option period with respect to
which the change is to be effective, A Participant may not change the
withholding rate of





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his or her payroll deduction authorization with respect to an option period at
any time after the deadline set forth in the immediately preceding sentence. All
amounts withheld in accordance with a Participant's payroll deduction
authorization shall be credited to a withholding account for such Participant.
No interest shall be payable on withholding accounts.

         Effective on and after November 30, 1999, the first day of each
subsequent option period (i) shall be January 1, with respect to each Eligible
Employee whose option period as of November 30, 1999, began each December 1, and
(ii) shall be July 1, with respect to each Eligible Employee whose option period
as of November 30, 1999, began each June 1. Each Eligible Employee who would
have been eligible for the first time to elect to participate in the Plan on
December 1, 1999, shall be eligible to elect to participate on January 1, 2000,
provided such individual is an Eligible Employee on such date. Each Eligible
Employee who would have been eligible for the first time to elect to participate
in the Plan on June 1, 2000, shall be eligible to elect to participate on July
1, 2000, provided such individual is an Eligible Employee on such date.

         Section 7. Grant of Options. The Plan will be implemented in
twelve-month option periods beginning on the first day of January and the first
day of July and ending on the following December 31 and June 30, respectively,
until the Plan is terminated. Each Participant shall be granted an Option on the
first day of each option period to purchase the number of whole shares of Common
Stock determined by dividing (x) the aggregate payroll deduction authorized by
such Participant for the option period by (y) 85% of the Fair Market Value per
share of Common Stock on the first day of the option period. Each Option shall
be exercisable as provided in Section 9 on the last business day of an option
period. In no event shall the number of shares with respect to which an Option
is granted to a Participant for a calendar year exceed that number of shares
which has an aggregate Fair Market Value (determined on the date of grant) of
U.S. $25,000, and the number of shares actually purchased by a Participant in a
calendar year may not exceed this number. The Company shall reduce, on a
substantially proportionate basis, the number of shares of Common Stock
receivable by each Participant upon exercise of an Option in the event that the
total number of shares then available under the Plan is less than the total
number of shares with respect to which all Participants exercise Options in such
option period.

         Section 8. Option Price. The purchase price per share of Common Stock
under each Option shall equal the lesser of (a) 85% of the Fair Market Value per
share of Common Stock on the date of grant of the Option or (b) 85% of the Fair
Market Value per share of Common Stock on the date on which the Option is
exercised. If the Common Stock of the Company is not admitted to trading on any
of the aforesaid dates for which closing prices of the stock are to be
determined, then reference shall be made to the Fair Market Value of the stock
on that date, as determined on such basis as shall be established or specified
for the purpose by the Committee.

         Section 9. Exercise of Options. An employee who is a Participant in the
Plan on the last business day of an option period shall be deemed automatically
to have exercised the current installment of the Option granted to him or her
for that option period. Upon such exercise, the Company shall apply the entire
balance of the Participant's withholding account to the purchase of the maximum
number of whole shares of Common Stock as determined under Section 7. For
purposes of this Section 9, the balance in the withholding account of a
Participant whose salary or wages are not computed in United States dollars
shall be converted into United States dollars in accordance with the New York
foreign currency exchange rate as reported in The Wall Street Journal for the
last business day of the option period. Certificates representing shares of
Common Stock purchased for a Participant under the Plan shall be issued and
delivered to the Participant as soon as practicable after such shares are
purchased; provided, however, that the obligation of the Company to deliver
shares of Common Stock shall be postponed for such period of time as may be
necessary to register or qualify the purchased shares under the Securities Act
of 1933 and any applicable foreign or state securities law.

         A Participant shall possess none of the rights or privileges of a
shareholder of the Company with respect to Common Stock purchased under the Plan
unless and until certificates representing such shares have been issued. No
fractional shares shall be issued upon exercise of any installment of an Option.
Any balance remaining in a Participant's withholding account following exercise
of an installment shall be returned to the Participant. The cash proceeds
received by the Company upon exercise of an Option shall


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constitute general funds of the Company. Any unexercised portion of an Option
shall expire and become null and void as of the end of the option period in
which such Option was granted.

      Section 10. Cancellation of Option and Withdrawal From the Plan. A
Participant who holds an Option under the Plan may at any time prior to exercise
thereof pursuant to Section 9 cancel the remaining unexercised portion of such
Option by written notice delivered to the Treasurer of the Company. Upon such
cancellation, the balance in the Participant's withholding account shall be
returned to such Participant and he or she shall cease to be a Participant.
Partial cancellations shall not be permitted.

      A Participant may terminate his payroll deduction authorization as of any
date by written notice delivered to the Treasurer of the Company and shall
thereby cease to be a Participant as of such date. Partial termination of a
payroll deduction authorization shall not be permitted, except to the extent
expressly permitted by Section 6 of this Plan. Any Participant who voluntarily
terminates his or her payroll deduction authorization prior to the last business
day of an option period shall be deemed to have cancelled his or her Option for
such option period.

      A Participant who withdraws from the Plan pursuant to this Section 10 may
re-enroll as of any subsequent January 1 or July 1 on which he or she is an
Eligible Employee in accordance with the procedure set forth in Section 6 of
this Plan; provided, however, that a Participant shall not be permitted to
re-enroll in the Plan until a January 1 or July 1 that is at least one month
after the date of his or her withdrawal.

      Section 11. Termination of Employment. Upon the termination of a
Participant's employment with the Company or an Affiliate for any reason, such
person shall cease to be a Participant, the Option held by such Participant
under the Plan shall be deemed cancelled, the balance of such Participant's
withholding account shall be returned to such Participant (or, in the event of
the Participant's death, to the executor or administrator of his or her estate)
and he or she shall have no further rights under the Plan.

      All Participants shall have the same rights and privileges under the Plan.
Notwithstanding the foregoing, nothing in the Plan shall confer upon any
Participant any right to continue in the employ of the Company or an Affiliate
or in any way interfere with the right of the Company or an Affiliate to
terminate the employment of the Participant at any time, with or without cause.
Transfers of employment among the Company and its Affiliates and approved leaves
of absence not exceeding 90 days shall not be considered terminations of
employment for purposes of this Plan.

      Section 12. Transferability. An Option granted under the Plan shall not be
transferable by the Participant and shall be exercisable only by the
Participant.

      Section 13. Adjustments Upon Changes in Common Stock. In the event the
Company shall effect a split of the Common Stock or declare a dividend payable
in Common Stock, or in the event the outstanding Common Stock shall be combined
into a smaller number of shares, the maximum number of shares as to which
Options may be granted under the Plan shall be increased or decreased
proportionately, and the Fair Market Value per share of Common Stock as of the
date of grant of all outstanding Options shall be adjusted, for purposes of
making the determination required by Section 8 of this Plan, in a manner deemed
appropriate by the Board of Directors.

      In the event of a reclassification of Common Stock not covered by the
foregoing, or in the event of a liquidation or reorganization of the Company,
including a merger, consolidation or sale of assets, the Board of Directors
shall make such adjustments, if any, as it may deem appropriate in the number,
purchase price and kind of shares that are covered by Options theretofore
granted under the Plan or that are otherwise subject to the Plan. The provisions
of this Section shall only be applicable if, and only to the extent that, the
application thereof does not conflict with any valid governmental statute,
regulation or rule.

      Section 14. Amendment and Termination of the Plan. Subject to the right of
the Board of Directors to terminate the Plan prior thereto, the Plan shall
terminate when all or substantially all of the Common Stock reserved for
purposes of the Plan has been purchased. No Options may be granted after
termination of the Plan. The Board of Directors may alter or amend the Plan but
may not without the approval of the





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shareholders of the Company and of any regulatory authorities having
jurisdiction make any alteration or amendment thereof which operates (a) to
increase the total number of shares of Common Stock which may be issued under
the Plan (other than as provided in Section 13), (b) to modify the criteria for
determining the employees (or class of employees) eligible to receive Options
under the Plan or (c) to materially increase benefits accruing under the Plan to
Participants who are subject to Section 16 of the Securities Exchange Act of
1934 (the "Exchange Act").

      No termination or amendment of the Plan shall adversely affect the rights
of a Participant under an outstanding Option, except with the consent of such
Participant.

      Section 15. Requirements of Law. The granting of Options and the issuance
of Common Stock upon the exercise of an Option shall be subject to all
applicable laws, rules and regulations and to such approval by governmental
agencies as may be required.

      Section 16. Effective Date of the Plan. The Plan shall become effective,
as of the date of its adoption by the Board of Directors, if it is duly approved
at the 1994 annual meeting of shareholders of the Company. The affirmative vote
of the holders of at least a majority of the shares of stock of the Company
present and voting on the approval of the Plan at the meeting, provided that the
total number of shares voting for the proposal represents more than 50% of the
total number of shares of stock present in person or represented by proxy and
entitled to vote at such annual meeting, shall be required to approve the Plan.
If the Plan is not so approved, the Plan shall terminate, the unexercised
portions of all Options granted hereunder shall be null and void and all shares
of Common Stock theretofore issued upon the exercise of Options under the Plan
shall be deemed cancelled. Certificates representing shares issued to
Participants prior to shareholder approval of the Plan shall bear appropriate
legends indicating that the shares have been issued contingent upon shareholder
approval and are cancelable in the event such approval is not obtained. Upon
such cancellation, Participants shall promptly deliver to the Company all
certificates representing cancelled shares and the Company shall promptly return
to the Participants, without interest, all funds obtained from such Participants
through payroll deductions and used for the purchase of such shares.

      Section 17. Rule 16b-3 Compliance. Transactions under this Plan are
intended to comply with all applicable conditions of Rule 16b-3 or its
successors adopted under the Exchange Act, some of which conditions are not set
forth herein. To the extent any provision of the Plan or action by the Committee
fails to so comply, it shall be deemed null and void, to the extent permitted by
law and deemed advisable by the Committee.