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EXHIBIT 10.4
 FIRST AMENDMENT
TO
EMPLOYMENT AGREEMENT
    Good Reason means any of the following actions if taken without the Executives prior
written consent: (i) any material failure by Intervoice to comply with its obligations under
Paragraph 5 (Compensation and Related Matters); (ii) any material failure by Intervoice to
comply with its obligations under Paragraph 20 (Assumption by Successor); (iii) any demotion
of the Executive as evidenced by a material reduction in the Executives responsibilities,
duties, compensation, or benefits; (iv) any permanent relocation of the Executives place of
business to a location 50 miles or more from the current location; or (v) Intervoice
completes a Going Private Transaction. For purposes of this Agreement, the term Going
Private Transaction shall mean a transaction that results in the occurrence of both of the
following events: (A) Intervoices common stock is no longer listed on any national
securities exchange or quoted on the Nasdaq National Market or other securities quotation
system and (B) Intervoice is no longer subject to the reporting requirements of Section 13
or Section 15(d) of the Securities Exchange Act of 1934, as amended. Neither a mere
transfer of employment among Intervoice and any of its Affiliates nor a mere change in job
title constitutes Good Reason in the absence of an action
described in any of items (i)  (v) of this subparagraph.
  The payment provided for in this Paragraph 7(f)(i) shall be made as soon as administratively
practicable following the Executives termination of employment unless such payment may not
be made before the date that is six months after the date of the Executives separation from
service (or, if earlier, the date of death of the Executive) as provided in Section
409A(a)(2) of the Code in order to meet the requirements of Section 409A of the Code, as
determined by Intervoice in its sole judgment, in which case the payment shall be made as
soon as administratively practicable following the date that is six months after the date of
the Executives separation from service (or, if earlier, the date of death of the
Executive).
  Assistance in Litigation. During the Employment Term and thereafter, the Executive
shall, upon reasonable notice, furnish such information and proper assistance to Intervoice
or any of its Affiliates as may reasonably be required by Intervoice in connection with any
litigation in which Intervoice or any of its Affiliates is, or may become, a party. This
obligation includes the Executives promptly meeting with
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counsel for Intervoice or any of its Affiliates at reasonable times upon their request, and
providing testimony in court, before an arbitrator or other convening authority, or upon
deposition that is truthful, accurate, and complete, according to information known to the
Executive. Intervoice shall reimburse the Executive for all reasonable out-of-pocket
expenses incurred by the Executive in rendering such assistance. After the termination of
the Executives employment, when the time (excluding any telephone conversations of less
than two hours duration) required of the Executive to provide information and assistance in
accordance with this Paragraph 13 includes participation by the Executive on two or more
consecutive days (including consecutive business days, where there are intervening holidays
or weekends), Intervoice shall compensate the Executive on a per diem basis for each such
day after the first, at the same daily rate of pay earned by the Executive as of the
Employment Termination Date. Provided, however, that Intervoice shall provide no
compensation, other than as may be required by law to be paid to a subpoenaed witness, if
applicable, for any testimony, whether at trial or other hearing or upon deposition, given
by the Executive.
  22A. Attorneys Fees. Either Intervoice or the Executive, as applicable, shall have
the right, pursuant to TEX. CIV. PRAC. & REM. CODE ANN. §38.001 et seq., to recovery of
reasonable attorneys fees, in addition to the amount of a valid claim and costs, for breach
of this Agreement.
   INTERVOICE, INC.
    
    
    
    ROBERT E. RITCHEYBy:
    
    /s/Jerry Montry
    
    
    
    /s/ Robert RitcheyJerry MontryPrinted NameChairman of the Board of DirectorsTitle
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