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                                                                  EXHIBIT 10.2

                                INTERVOICE, INC.

                              EMPLOYMENT AGREEMENT


         This Employment Agreement (this "Agreement") is dated as of September
16, 1998 effective as of September 1, 1998, between INTERVOICE, Inc., a Texas
corporation with its principal executive offices at 17811 Waterview Parkway,
Dallas, Texas 75252 (the "Company"), and ROB-ROY J. GRAHAM (the "Employee").

                              W I T N E S S E T H:

         WHEREAS, the Employee is employed by the Company as its Chief Financial
Officer, Secretary and Chief Accounting Officer; and

         WHEREAS, the Company desires to continue to employ the Employee, and
the Employee desires to continue to be employed by the Company as Chief
Financial Officer, Secretary and Chief Accounting Officer in accordance with the
terms and conditions set forth in this Agreement;

         NOW THEREFORE, for and in consideration of the premises and the mutual
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and subject to the
terms and conditions hereinafter set forth, the parties hereto agree as follows:

1.       DEFINITIONS.

         In addition to the words and terms elsewhere defined in this Agreement,
the following words and terms as used herein shall have the following meanings,
unless the context or use indicates a different meaning:

         "Annualized Compensation Amount" means an amount equal to the
annualized salary payable and bonuses accrued or payable to the Employee
pursuant to Section 4 of this Agreement during the most recent completed fiscal
year of the Company.

         "Applicable EPS Bonus Percentage" means, with respect to the applicable
fiscal year, the percentage set forth in the right hand column below as
determined with reference to the increase or decrease in the Company's earnings
per share between such fiscal year and the greater of $1.05 or the earnings per
share for the immediately preceding fiscal year:







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<TABLE>
<CAPTION>
INCREASE OR DECREASE IN EARNINGS PER
 SHARE IN APPLICABLE FISCAL YEAR
COMPARED TO IMMEDIATELY PRECEDING             APPLICABLE EPS
           FISCAL YEAR                       BONUS PERCENTAGE
-------------------------------------        ----------------
<S>                                          <C> 
40% or more increase                             100%
35% through 39% increase                          75%
25% through 34% increase                          50%
10% through 24% increase                          40%
0% through 9% increase                            20%
1% through 10% decrease                           10%
11% or more decrease                               0%
</TABLE>


         "Applicable Revenue Bonus Percentage" means, with respect to the
applicable fiscal year, the percentage set forth in the right hand column below
as determined with reference to the increase or decrease in the Company's total
revenues between such fiscal year and the greater of $97,103,054 or the total
revenues for the immediately preceding fiscal year:

<TABLE>
<CAPTION>
INCREASE OR DECREASE IN REVENUES IN
 APPLICABLE FISCAL YEAR COMPARED TO                 APPLICABLE REVENUE
 IMMEDIATELY PRECEDING FISCAL YEAR                   BONUS PERCENTAGE
------------------------------------                ------------------
<S>                                                 <C>
40% or more increase                                       100% 
35% through 39% increase                                    75% 
25% through 34% increase                                    50% 
10% through 24% increase                                    40% 
0% through 9% increase                                      20% 
Decrease in revenues                                         0%
</TABLE>



         "Cause" means (a) any act by the Employee that is materially adverse to
the best interests of the Company and which, if the subject of a criminal
proceeding, could result in a criminal conviction for a felony or (b) the
negligent or willful failure by the Employee to substantially perform his duties
hereunder, which duties are within the control of the Employee (other than the
failure resulting from the Employee's incapacity due to physical or mental
illness), provided, however, that the Employee shall not be deemed to be
terminated for Cause under this subsection (b) unless and until (1) after the
Employee receives written notice from the Company specifying with reasonable
particularity the actions of Employee which constitute a violation of this



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subsection (b) and (2) within a period of 30 days after receipt of such notice
(and during which the violation is within the control of the Employee), Employee
fails to reasonably and prospectively cure such violation.

         "Common Stock" means the Company's common stock, no par value per
share.

         An "Event of Default" means the occurrence of any of the following
events prior to the Triggering Date, unless remedied or otherwise cured within
30 days after the Company's receipt of written notice from the Employee of such
event, (a) a breach by the Company of any of its express or implied obligations
under this Agreement, (b) without his prior concurrence, the Employee is
assigned any duties or responsibilities that are inconsistent with his position,
duties, responsibilities or status at the commencement of the term of this
agreement, or his reporting responsibilities or titles in effect at such time
are changed, (c) the Employee's base compensation is reduced or any other
failure by the Company to comply with Section 4, or (d) any change in any
employee benefit plans or arrangements in effect on the date hereof in which the
Employee participates (including without limitation any pension and retirement
plan, savings and profit sharing plan, stock ownership or purchase plan, stock
option plan, or life, medical or disability insurance plan), which would
adversely affect the Employee's rights or benefits thereunder, unless such
change occurs pursuant to a program applicable to all executive officers of the
Company and does not result in a proportionately greater reduction in the rights
of or benefits to the Employee as compared to any other executive officer of the
Company.

         "Good Reason" means the occurrence of a Triggering Event (as defined
below) and (a) a breach by the Company of any of its express obligations under
this Agreement, (b) without his prior concurrence, the Employee is assigned any
duties or responsibilities that are inconsistent with his position, duties,
responsibilities or status at the commencement of the term of this Agreement, or
his reporting responsibilities or titles in effect at such time are changed, (c)
the Employee's base compensation is reduced or any other failure by the Company
to comply with Section 4, (d) any change in any employee benefit plans or
arrangements in effect on the date hereof in which the Employee participates
(including without limitation any pension and retirement plan, savings and
profit sharing plan, stock ownership or purchase plan, stock option plan, or
life, medical or disability insurance plan), which would adversely affect the
Employee's rights or benefits thereunder, unless such change occurs pursuant to
a program applicable to all executive officers of the Company and does not
result in a proportionately greater reduction in the rights of or benefits to
the Employee as compared to any other executive officer of the Company, or (e)
without his consent, the Employee is required to permanently office at a
facility which is more than thirty (30) miles from the Company's office
facilities at 17811 Waterview Parkway, Dallas, Texas.

         "Triggering Date" means the date of a Triggering Event.

         A "Triggering Event" shall be deemed to have occurred if (a) a person
or group (as such terms are used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) is or becomes the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or
indirectly, of securities of the Company representing more than 20% of





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the combined voting power of the Company's then outstanding securities, or (b)
at any annual or special meeting of shareholders of the Company one or more
directors are elected who were not nominated by management of the Company to
serve on the Board of Directors of the Company, or (c) the Company is merged or
consolidated with another corporation and as a result of such merger or
consolidation less than 51 % of the outstanding voting securities of the
surviving or resulting corporation are owned in the aggregate by the former
shareholders of the Company, other than by a party to such merger or
consolidation or affiliates (within the meaning of the Exchange Act) of any
party to such merger or consolidation, as the same existed immediately prior to
such merger or consolidation, or (d) the Company sells all or substantially all
of its assets to another corporation which is not a wholly-owned subsidiary of
the Company.

2.       EMPLOYMENT.

         The Company hereby employs the Employee and the Employee hereby accepts
employment on the terms and conditions set forth herein.

3.       TERM.

         The initial term of this Agreement shall be from September 1, 1998
until February 28, 2001 unless sooner terminated in accordance with the
provisions herein regarding termination. Subject to earlier termination as
provided herein, the initial term of this Agreement shall be automatically
extended for one (1) year from March 1, 2001, unless either the Employee or the
Company gives written notice to the other of intention not to renew this
Agreement six months or more prior to February 28, 2001.

4.       COMPENSATION.

         (a) Base Salary. For all services rendered by the Employee under this
Agreement, the Company shall pay the Employee a base salary of $196,266.72 per
year. The Company will continue to review the Employee's base salary and
performance annually, and determine the amount of any increase to the Employee's
base salary which is appropriate based on the Company's then current policies
and procedures for reviewing and adjusting the base salaries of its officers.
Such salary shall be payable in equal semi-monthly installments in accordance
with the customary payroll policies of the Company in effect at the time such
payment is made, or as otherwise mutually agreed upon.

         (b) Annual Bonus. Effective for the Company's fiscal year ending
February 28, 1999 and continuing with respect to each subsequent fiscal year
thereafter during the term of this Agreement, the Company will pay Employee an
annual bonus equal to the sum of (a) the mathematical product of Employee's base
salary pursuant to Subsection 4(a) for such fiscal year multiplied by the
Applicable Revenue Bonus Percentage and (b) the mathematical product of the
Employee's base salary pursuant to Subsection 4(a) for such fiscal year
multiplied by the Applicable EPS Bonus Percentage. The Employee's bonus pursuant
to this Subsection 4(b) shall be earned as of the end of the Company's fiscal
year and payable within five days after the Company's receipt of its audited
annual financial statements. The formula set forth herein for


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determining annual bonuses shall be adjusted from time to time when and if there
occur stock splits or other changes in capital structure which result in an
increase or decrease in outstanding capital stock of more than 25%. The bonus
discussed in this Section 4(b) shall supercede and replace any other bonus plan
applicable to the Employee prior to the effective date of this Agreement.

         (c) Bonus. In addition to the Employee's annual base salary and other
benefits provided for in this Agreement, the Company may pay to the Employee a
discretionary bonus with respect to any completed fiscal year in an amount to be
approved by the Board of Directors of the Company; provided, however, in no
event shall the bonus payable hereunder, if any, exceed Employee's annual base
salary provided for in Section 4(a).

         (d) Benefits. The Employee shall be entitled to participate in or
receive benefits under any employee benefit plan or arrangements made available
by the Company in the future to its executive officers and key management
personnel, subject to and on a basis consistent with the terms, conditions and
overall administration of such plan or arrangement. Nothing paid to the Employee
under any plan or arrangement presently in effect or made available in the
future shall be deemed to be in lieu of the salary and bonuses payable to the
Employee pursuant to Subsections 4(a), (b) and (c).

         (e) Expenses. Upon receipt of itemized vouchers, expense account
reports, and supporting documents submitted to the Company in accordance with
the Company's procedures from time to time in effect, the Company shall
reimburse Employee for all reasonable and necessary travel, entertainment, and
other reasonable and necessary business expenses incurred ordinarily and
necessarily by Employee in connection with the performance of his duties
hereunder.

         (f) Vacation. Employee shall be vested as a ten-year employee of the
Company for the purpose of the Vacation Policy benefit. Currently, a ten-year
employee is entitled to receive four weeks paid vacation benefit during each
calendar year.

5.       POSITION, DUTIES, EXTENT OF SERVICES AND SITUS.


         (a) Position and Duties. Employee shall serve as the Chief Financial
Officer, Secretary and Chief Accounting Officer of the Company, accountable only
to the Chairman of the Board and Chief Executive Officer (the "Chairman") of the
Company and, subject to the authority of the Chairman, shall have such powers
and duties as may from time to time be prescribed by the Chairman and provided
that such duties are reasonable and customary for a Chief Financial Officer,
Secretary and Chief Accounting Officer of a public company.

         (b) Extent of Services and Situs. The Employee shall devote
substantially all of his business time, attention, and energy to the business
and affairs of the Company and shall not during the term of his employment under
this Agreement engage in any other business activity which could constitute a
conflict of interest, whether or not such business activity is pursued for gain.
profit, or other pecuniary advantage. This shall not be construed as preventing
the




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Employee from managing his current investments or investing his assets in such
form or manner as will not require any services on the part of the Employee in
the operation and the affairs of the companies in which such investments are
made, subject to the provisions of Sections 6 and 27.

6.       COVENANT NOT TO COMPETE.

         (a) The Employee acknowledges that (i) as a result of his position with
the Company he will receive specialized and unique training and knowledge
concerning the Company, its business, its customers and the industry in which it
competes, (ii) the Company's business, in large part, depends upon its exclusive
possession and use of the Proprietary Information (as defined in Section 27),
(iii) the Company is entitled to protection against the unauthorized disclosure
or use by Employee of the Proprietary Information or the training and knowledge
received by the Employee and (iv) he has received in this Agreement good and
valuable consideration for the covenants he is making in this Section 6 and in
Section 27. The Company and the Employee acknowledge and agree that the
covenants contained in this Section 6 and in Section 27 are reasonably necessary
for the protection of the Company and are reasonably limited with respect to the
activities they prohibit, their duration, their geographical scope and their
effects on the Employee and the public. The parties acknowledge that the purpose
and effect of the covenants are to protect the Company from unfair competition
by the Employee.

         (b) Except as provided in the last sentence of this Section 6(b),
during the period in which the Employee renders services to the Company under
this Agreement and for eighteen (18) months thereafter, the Employee shall not,
without the written consent of the Company, own, manage, operate, control, serve
as an officer, director, employee, partner or consultant of or be connected in
any way with or have any interest in any corporation, partnership,
proprietorship or other entity which carries on business activities in
competition with the Company's activities in any state of the United States or
in any foreign country in which the Company has sold or installed its products
or systems or has definitive plans to sell or install its products at any time
prior to or at the time of the date of termination of the Employee's employment;
except that the Employee may own up to 1% of the shares of any publicly-owned
corporation, provided that none of his other relationships with such corporation
violates such covenant. Notwithstanding the foregoing, the provisions of this
Section 6 shall not apply if the Employee's employment with the Company under
this Agreement is terminated (i) by the Company, unless the Employee is
terminated in accordance with Section 7 or for Cause in accordance with
Subsection 9.1(a) or 9.2(a), or (ii) at the election of the Employee prior to
the Triggering Date after the occurrence of an Event of Default which has not
been waived in writing or on or after the Triggering Date for Good Reason.

         (c) The Company and the Employee hereby agree that in the event that
the noncompetition covenants contained herein should be held by any court or
other constituted legal authority of competent jurisdiction to be effective in
any particular area or jurisdiction only if said covenants are modified to limit
their duration, geographical area or scope, then the parties hereto will
consider Section 6 to be amended and modified with respect to that particular
area or jurisdiction so as to comply with the order of any such court or other
constituted legal authority and, as to all other jurisdictions or political
subdivisions thereof, the noncompetition covenants





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contained herein will remain in full force and effect as originally written. The
Company and the Employee further agree that in the event that the noncompetition
covenants contained herein should be held by any court or other constituted
legal authority of competent jurisdiction to be void or otherwise unenforceable
in any particular area or jurisdiction notwithstanding the operation of this
Section 6(c), then the parties hereto will consider this Section 6 to be amended
and modified so as to eliminate therefrom that particular area or jurisdiction
as to which such noncompetition covenants are so held void or otherwise
unenforceable, and, as to all other areas and jurisdictions covered by the
noncompetition covenants, the terms and provisions hereof shall remain in full
force and effect as originally written.

         (d) Employee recognizes and acknowledges that the Company would suffer
irreparable harm and substantial loss if Employee violated any of the terms and
provisions of this Section 6 or Section 27 and that the actual damages which
might be sustained by the Company as the result of any breach of this Section 6
or Section 27 would be difficult to ascertain. Employee agrees, at the election
of the Company and in addition to, and not in lieu of, the Company's right to
terminate Employee's employment and to seek all other remedies and damages which
the Company may have at law and/or equity for such breach, that the Company
shall be entitled to an injunction restraining Employee from breaching any of
the terms or provisions of this Section 6 or Section 27.

7.       COMPENSATION IN THE EVENT OF DISABILITY.

         (a) Disability. If the Employee becomes disabled during the term of
this Agreement the Company shall cause to be paid to the Employee an amount
equal to his base salary in effect at the time of disability under Subsection
4(a), for the shorter of the duration of the disability or the remainder of the
term of this Agreement and, subject to the provisions of Sections 22 and 25,
with no liability on its part for further payments to the Employee during the
duration of the disability. Subject to Subsection 7(b) below, full compensation
shall be reinstituted upon the Employee's return to employment and resumption of
his duties. Without limiting the scope of the immediately preceding sentence,
and subject to Subsection 7(b) below, if the annual bonus or any discretionary
bonus would otherwise be payable pursuant to Subsections 4(b) or (c) hereof
while the Employee is disabled and the Employee thereafter returns to work
without such disability ever resulting in his Complete Disability (as defined in
Subsection 7(b) hereof), the Company will pay the Employee such annual bonus and
any such discretionary bonus promptly after the Employee has returned to work
for ten consecutive business days. For purposes of this Subsection 7(a) the
Employee shall be deemed "disabled" when, despite any reasonable accommodation
required by law, he is unable, for a period of 90 consecutive days, to perform
his normal duties of employment due to bodily injury or disease or any other
physical or mental disability.

         (b) Complete Disability. The Company shall have the right to terminate
the Employee's employment under this Agreement prior to the expiration of the
term upon the "Complete Disability" of the Employee as hereinafter defined
(provided, however, that the obligations of the Company under Subsection 7(a)
shall not terminate). The term "Complete Disability" as used in this Subsection
7(b) shall mean (i) the total inability of the Employee,





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despite any reasonable accommodation required by law, due to bodily injury or
disease or any other physical or mental incapacity, to perform the services
provided for hereunder for a period of 120 days in the aggregate, within any
given period of 180 consecutive days during the term of this Agreement, in
addition to any statutorily required leave of absence, and (ii) where such
inability will, in the opinion of a qualified physician (reasonably acceptable
to Employee), be permanent and continuous during the remainder of his life.

8.       COMPENSATION IN THE EVENT OF DEATH.

         If the Employee dies during the term of his employment, the Company
shall pay to such person as the Employee shall designate in a notice filed with
the Company, or, if no such person shall be designated, to his estate as a death
benefit, his base salary in effect at the time of his death pursuant to
Subsection 4(a), in equal semi-monthly installments on the first and fifteenth
day of each month immediately succeeding his death, for a period of months (not
exceeding 12) determined by multiplying the number of complete 12-month periods
of employment of the Employee by the Company (whether pursuant to an employment
agreement or not) by two, in addition to any payments the Employee's spouse,
beneficiaries, or estate may be entitled to receive pursuant to any pension or
employee benefit plan or life insurance policy maintained by the Company, and,
except for any obligations of the Company under Sections 22 and 25, all other
obligations of the Company hereunder shall cease at the time of the Employee's
death.

9.       TERMINATION.


         9.1 Termination Prior to the Triggering Date. (a) Upon at least 30
days' prior written notice to the Employee and prior to the Triggering Date, the
Company may terminate the Employee's employment with the Company under this
Agreement only for Cause or in accordance with Section 7 and, subject to the
provisions of Sections 7, 22 and 25, with no liability on its part for further
payments to the Employee. The Company may effect a termination for Cause
pursuant to this Subsection 9.1(a) only by the affirmative vote of a majority of
the members of the Board of Directors of the Company. In voting upon such
termination for Cause, if the Employee is also a member of the Board of
Directors of the Company, then he may not vote on, and will not be considered
present for any purpose with respect to, a matter presented to the Board of
Directors of the Company pursuant to this Subsection 9.1(a).

         (b) Prior to the Triggering Date, the Employee may terminate his
employment with the Company under this Agreement by giving at least 90 days'
prior written notice of his desire to terminate employment to the Board of
Directors of the Company. If the Employee's employment with the Company under
this Agreement is terminated pursuant to this Subsection 9.1(b), the Employee
will continue to accrue and receive his base salary in effect at the time
pursuant to Subsection 4(a) through the date of termination specified in such
notice with no liability on the part of the Company for further payments to the
Employee, subject to the provisions of Sections 22 and 25.

         (c) Prior to the Triggering Date, if the Employee's employment with the
Company is terminated by the Company without Cause or if the Employee terminates
his employment with


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the Company following the occurrence of an Event of Default which has not been
waived in writing by the Employee, the Employee will continue to accrue and
receive his base salary in effect at the time pursuant to Subsection 4(a)
through the date of termination and will be entitled to receive the benefits
provided for under Subsection 10.1 (unless the Employee's employment is
terminated in accordance with Section 7) with no liability on the part of the
Company for further payments to the Employee, subject to the provisions of
Sections 7, 22 and 25.

         9.2 Termination On or After the Triggering Date. (a) Upon at least 30
days' prior written notice to the Employee and on or after the Triggering Date,
the Company may terminate the Employee's employment with the Company under this
Agreement only for Cause or in accordance with Section 7 and, subject to the
provisions of Sections 7, 22 and 25, with no liability on its part for further
payments to the Employee. The Company may effect a termination for Cause
pursuant to this Subsection 9.2(a) only by the affirmative vote of two-thirds of
the members of the Board of Directors of the Company. In voting upon such
termination for Cause, if the Employee is also a member of the Board of
Directors of the Company, then he may not vote on, and will not be considered
present for any purpose with respect to a matter presented to the Board of
Directors of the Company pursuant to this Subsection 9.2(a).

         (b) On or after the Triggering Date, if the Employee's employment with
the Company is terminated by the Company without Cause or if the Employee
terminates his employment with the Company for Good Reason, the Employee will
continue to accrue and receive his base salary in effect at the time pursuant to
Subsection 4(a) through the date of termination and will be entitled to receive
the payments and benefits provided for under Subsections 10.2 and 10.3 (unless
the Employee's employment is terminated in accordance with Section 7) with no
liability on the part of the Company for further payments to the Employee,
subject to the provisions of Sections 7, 22 and 25.

         (c) On or after the Triggering Date, the Employee may terminate his
employment with the Company under this Agreement by giving at least 90 days'
prior written notice of his desire to terminate employment to the Board of
Directors of the Company. If the Employee's employment with the Company under
this Agreement is terminated pursuant to this Subsection 9.2(c), the Employee
will continue to accrue and receive his base salary in effect at the time
pursuant to Subsection 4(a) through the date of termination specified in such
notice with no liability on the part of the Company for further payments to the
Employee, subject to the provisions of Sections 22 and 25.

10.      COMPENSATION AFTER CERTAIN TERMINATIONS.

         10.1 Remaining Compensation. If the Employee's employment with the
Company is terminated (whether such termination is by the Employee or by the
Company) at any time prior to the Triggering Date for any reason other than (a)
termination by the Company for Cause in accordance with Subsection 9.1(a); (b)
termination by the Company in accordance with Section 7; (c) the Employee's
death; or (d) termination at the election of the Employee pursuant to Subsection
9.1(b) then, within five days after the date of such termination, the Remaining
Compensation (as herein defined) which would have been paid to the Employee
during the




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remainder of the term of this Agreement if termination had not occurred shall
become due and payable and shall be paid to the Employee in a single lump sum in
cash. For purposes of this Subsection 10.1, the "Remaining Compensation" shall
mean the annual base salary for one year only payable to the Employee pursuant
to Subsection 4(a) at the time of termination plus an amount representing the
value of all employee benefits including, without limitation, any unearned
annual bonuses described in Subsection 4(b), discretionary bonuses and incentive
compensation under plans then in effect. For these purposes, the value of any
unearned annual bonuses and all of such other employee benefits shall be deemed
to be equal to 12 months base salary payable to the Employee pursuant to
Subsection 4(a) at the time his employment is terminated.

         10.2 Post Triggering Date Severance Payment. If the Employee's
employment with the Company is terminated (whether such termination is by the
Employee or by the Company) at any time on or within three years after the
Triggering Date for any reason other than (a) termination by the Company for
Cause in accordance with Subsection 9.2(a) or (b) termination by the Company in
accordance with Section 7 or (c) the Employee's death or (d) termination at the
election of the Employee without Good Reason, then, within five days after the
date of such termination, the Company shall pay the Employee a lump sum amount
in cash equal to 2.99 times the Annualized Compensation Amount.

         10.3 Gross-Up Payment. In the event that (i) the Employee becomes
entitled to the payments provided under Section 10.2 of this Agreement (the
"Change in Control Payments") and any of the Change in Control Payments will be
subject to the tax (the "Excise Tax") imposed by Section 4999 of the Internal
Revenue Code of 1986, as amended (the "Code"), or any successor provision, or
(ii) any payments or benefits received or to be received by the Employee
pursuant to the terms of any other plan, arrangement or agreement (the "Benefit
Payments") will be subject to the Excise Tax, the Company shall pay to the
Employee an additional amount (the "Gross-Up Payment") such that the net amount
retained by the Employee, after deduction of any Excise Tax on the Change in
Control Payments and the Benefit Payments, and any federal, state and local
income tax and Excise Tax upon the payment provided for by this Section 10.3,
shall be equal to the Change in Control Payments and the Benefit Payments,
provided, however, that in determining the amount of the Gross-Up Payment, any
Excise Tax on the Change in Control Payments and the Benefit Payments shall be
determined using a rate no higher that 20%. For purposes of determining whether
any of the Change in Control Payments or the Benefit Payments will be subject to
the Excise Tax and the amount of such Excise Tax, (i) any payments or benefits
received or to be received by the Employee in connection with a change in
control of the Company or the Employee's termination of employment (whether
pursuant to the terms of the agreement or any other plan, arrangement or
agreement with the Company, any person whose actions result in change in control
or any person affiliated with the Company or such persons) shall be treated as
"parachute payments" within the meaning of Section 280G(b)(2) of the Code, and
all "excess parachute payments" within the meaning of Section 280G(b)(1) shall
be treated as subject to the Excise Tax, unless in the opinion of tax counsel
selected by the Company's independent auditors and acceptable to the Employee
such payments or benefits (in whole or in part) do not constitute parachute
payments, or such excess payments (in whole or in part) represent reasonable
compensation for services actually rendered within the meaning of Section


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280G(b)(4) of the Code, (ii) the amount of the Change in Control Payments and
the Benefit Payments that shall be treated as subject to the Excise Tax shall be
equal to the lesser of (A) the total amount of the Change in Control Payments
and the Benefits Payments or (B) the amount of excess parachute payments within
the meaning of Sections 280G(b)(1) and (4) (after applying clause (i), above)
and (iii) the value of any non-cash benefits or any deferred payment or benefit
shall be determined by the Company's independent auditors in accordance with the
principles of Sections 280G(d)(3) and (4) of the Code. For purposes of
determining the amount of the Gross-Up Payment, the Employee shall be deemed to
pay federal income taxes at the highest marginal rate of federal income taxation
in the calendar year in which the Gross-Up Payment is to be made and state and
local income taxes at the highest marginal rates of taxation in the state and
locality of the Employee's residence on the date of termination, net of the
maximum reduction in federal income taxes which could be obtained from deduction
of such state and local taxes. In the event that the Excise Tax is subsequently
determined to be less than the amount taken into account hereunder at the time
of termination of the Employee's employment, the Employee shall repay to the
Company at that time that amount of such reduction in Excise Tax as is finally
determined to be the portion of the Gross-Up Payment attributable to such
reduction plus interest on the amount of such repayment at the rate provided in
Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is
determined to exceed the amount taken into account hereunder at the time of the
termination of the Employee's employment (including by reason of any payment the
existence or amount of which cannot be determined at the time of the Gross-Up
Payment), the Company shall make an additional gross-up payment to the Employee
in respect of such excess (plus any interest payable with respect to such
excess) at the time that the amount of such excess is finally determined.

11.      MITIGATION.

         The Employee shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment or otherwise,
nor shall the amount of any payment provided for in this Agreement be reduced by
any compensation earned by the Employee as the result of employment by another
employer after the date of termination of Employee's employment with the
Company, or otherwise.

12.      ENTIRE AGREEMENT.

         This Agreement embodies the entire agreement and understanding between
the parties hereto with respect to the subject matter hereof and supersedes all
prior negotiations, agreements, and understandings relating to such subject
matter, and may be modified or amended only by an instrument in writing signed
by the parties hereto.

13.      LAW TO GOVERN.

         This Agreement is executed and delivered in the State of Texas and
shall be governed, construed and enforced in accordance with the laws of the
State of Texas, except as stated in Section 28.




                                       11


<PAGE>   12



14.      ASSIGNMENT.

         This Agreement is personal to the parties, and neither this Agreement
nor any interest herein may be assigned (other than by will or by the laws of
descent and distribution) without the prior written consent of the parties
hereto nor be subject to alienation, anticipation, sale, pledge, encumbrance,
execution, levy, or other legal process of any kind against the Employee or any
of his beneficiaries or any other person. Notwithstanding the foregoing, the
Company shall be permitted to assign this Agreement to any corporation or other
business entity succeeding to substantially all of the business and assets of
the Company by merger, consolidation, sale of assets, or otherwise, if the
Company obtains the assumption of this Agreement by such successor. Failure by
the Company to obtain such assumption prior to the effectiveness of such
succession shall be a breach of this Agreement and shall entitle the Employee to
receive compensation from the Company under this Agreement in the same amount
and on the same terms as he would be entitled to hereunder if he has voluntarily
terminated his employment after the Triggering Date, and, for purposes of
implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the Triggering Date.

15.      BINDING AGREEMENT.

         Subject to the provisions of Section 14 of this Agreement, this
Agreement shall be binding upon and shall inure to the benefit of the Company
and the Employee and their respective representatives, successors, and assigns.

16.      REFERENCES AND GENDER.

         All references to "Sections" and "Subsections" contained herein are,
unless specifically indicated otherwise, references to sections and subsections
of this Agreement. Whenever herein the singular number is used, the same shall
include the plural where appropriate, and words of either gender shall include
the other gender where appropriate.

17.      WAIVER.

         No waiver of any right under this Agreement shall be deemed effective
unless the same is set forth in writing and signed by the party giving such
waiver, and no waiver of any right shall be deemed to be a waiver of any such
right in the future. Only the Chief Executive Officer of the Company has
authority to waive any provision of this Agreement.

18.      NOTICES.

         Except as may be otherwise specifically provided in this Agreement, all
notices required or permitted hereunder shall be in writing and will be deemed
to be delivered when deposited in the United States mail, postage prepaid,
registered or certified mail, return receipt requested, and (i) if to the
Company, if addressed to 17811 Waterview Parkway, Dallas, Texas 75252 and (ii)
if to the Employee, if addressed to 3517 Wentwood Drive, Dallas, Texas 75225, or
at such other

                                       12





<PAGE>   13



addresses as may have theretofore been specified by written notice delivered in
accordance herewith.

19.      OTHER INSTRUMENTS.

         The parties hereto covenant and agree that they will execute such other
and further instruments and documents as are or may become necessary or
convenient to effectuate and carry out the terms of this Agreement.

20.      HEADINGS.

         The headings used in this Agreement are used for reference purposes
only and do not constitute substantive matter to be considered the terms of this
Agreement.

21.      INVALID PROVISION.

         Any clause, sentence, provision, section, subsection, or paragraph of
this Agreement held by a court of competent jurisdiction to be invalid, illegal,
or ineffective shall not impair, invalidate, or nullify the remainder of this
Agreement, but the effect thereof shall be confined to the clause, sentence,
provision, section, subsection, or paragraph so held to be invalid, illegal or
ineffective.

22.      RIGHTS UNDER PLANS AND PROGRAMS.

         Anything in this Agreement to the contrary notwithstanding, no
provision of this Agreement is intended, nor shall it be construed, to reduce or
in any way restrict any benefit to which the Employee may be entitled under any
other agreement, plan, arrangement, or program providing benefits for the
Employee. This Agreement shall not be construed to modify the Employee's right
to receive salary and/or bonuses fully earned pursuant to subsections 4(a), (b)
or (c) of this Agreement prior to any date the Employee's employment with the
Company is terminated.

23.      MULTIPLE COPIES.

         This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original and all of which shall
together constitute one and the same instrument. The terms of this Agreement
shall become binding upon each party from and after the time that he or it
executed a copy hereof. In like manner, from and after the time that any party
executes a consent or other document, such consent or other document shall be
binding upon such parties.





                                       13



<PAGE>   14



24.      WITHHOLDING OF TAXES.

         The Company may withhold from any amounts payable under this Agreement
all federal, state, city, or other taxes as shall be required pursuant to any
law or government regulation or ruling.

25.      LEGAL FEES AND EXPENSES.

         The Company shall pay and be responsible for all legal fees and
expenses which the Employee may incur as a result of the Company's failure to
perform under this Agreement or as a result of the Company or any successor
contesting the validity or enforceability of this Agreement.

26.      SET OFF OR COUNTERCLAIM.

         Except with respect to any claim against or debt or other obligation of
the Employee properly recorded on the books and records of the Company prior to
the Triggering Date, there shall be no right of set off or counterclaim against,
or delay in, any payment by the Company to the Employee or his beneficiaries
provided for in this Agreement in respect of any claim against or debt or other
obligation of the Employee, whether arising hereunder or otherwise.

27.      ASSIGNMENT, PROTECTION AND CONFIDENTIALITY OF PROPRIETARY INFORMATION.

         The Employee acknowledges and agrees that all items of the Company's
Proprietary Information constitute valuable, special and unique assets and trade
secrets of its business, which provide to the Company a competitive advantage
over others who do not have access thereto and access to which is essential to
the performance of the Employee's duties hereunder. The Employee shall not,
during the term of this Agreement or thereafter, use or disclose any Proprietary
Information that is not otherwise publicly available, in whole or in part, for
his benefit or for the benefit of any other person or party, except for the
Company. As used herein, "Proprietary Information" includes, but is not limited
to, customer lists and prices, whether current or prospective, product designs
or other product information, experimental developments and other research and
development information, testing processes, marketing studies and research
activities, and any other trade secrets concerning the Company, its
shareholders, officers, directors, employees, business prospects, customers,
transactions, finances, affairs, opportunities, operations, properties or
assets. The Employee further agrees that all inventions, devices, compounds,
processes, formulas, techniques, improvements and modifications which he may
develop, in whole or in part, during the term of his employment or through or
with the facilities, equipment or resources of the Company shall be and remain
the sole and exclusive property of the Company. The Employee agrees to deliver
to the Company at any time the Company may request, all memoranda, notes, plans,
records, reports, and other documents (including copies thereof and all
embodiments thereof whether in computerized form or any other medium) relating
to the business or affairs of the Company or its subsidiaries which he may then
possess or have under his control. The Employee shall maintain in good condition
all

                                       14






<PAGE>   15



tangible and other forms of Proprietary Information in the Employee's custody or
control until his obligations under the preceding sentence are satisfied. The
Employee agrees to execute all documents and take such other actions as may be
required to comply with this Section.

28.      ARBITRATION.

         Any dispute arising in connection with this Agreement or in any way
arising out of or related to the employment relationship between the Employee
and the Company, or the termination of that relationship, including any claim of
unlawful discrimination, shall be finally resolved by arbitration in Dallas,
Texas, governed by the Federal Arbitration Act and conducted pursuant to and in
accordance with the National Rules for the Resolution of Employment Disputes of
the American Arbitration Association. Either the Company or the Employee may
request arbitration by sending written notice to the other party. In any such
arbitration, the only issues to be considered and determined by the 
arbitrator(s) shall be issues pertaining to legal and equitable rights and
obligations of the parties under this Agreement and any applicable law. A
decision and award of the arbitrator(s) shall be final, and may be entered in
any court having jurisdiction thereof, and application may be made to such court
for judicial acceptance and/or an order enforcing such decision and/or award.
Judicial review of any decision or award shall be in accordance with the Federal
Arbitration Act, except that review of any award of punitive or exemplary
damages shall be conducted as if the award of such damages were made by a jury
sitting in a federal district court in Dallas, Texas. In the event the
arbitrator(s) determine there is a prevailing party in the arbitration, the
prevailing party shall recover from the losing party all costs of arbitration,
including but not limited to the fees of the arbitrator(s) and reasonable
attorneys' fees incurred by the prevailing party. The provisions of this Section
28 shall not be construed to limit or to preclude either party from bringing an
action in any court of competent jurisdiction for injunctive relief.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.

                                      INTERVOICE, INC.




                                      By: /s/ DANIEL D. HAMMOND
                                         ---------------------------------------
                                      Name:   DANIEL D. HAMMOND
                                      Title:  Chairman of the Board and
                                              Chief Executive Officer

                                      /s/ ROB-ROY J. GRAHAM
                                      ------------------------------------------
                                      ROB-ROY J. GRAHAM





                                       15