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                                                                    EXHIBIT 10.4



May 31, 2002

Mr. Ray S. Naeini
6310 Orchid Lane
Dallas, TX  75230

Dear Ray:

         This letter replaces my letter dated May 6, 2002, to incorporate
various terms that have been the subject of our subsequent negotiations. This
letter confirms the discussion held with you regarding your separation from
employment with InterVoice-Brite, Inc. ("IVB"). The terms set forth below
constitute IVB's offer and, by your signature, your acceptance of this proposed
Separation Agreement (the "Agreement). On behalf of IVB, I want to express my
appreciation for your past service and contributions, and wish you success in
your future endeavors.

1. Resignation from Employment. You have offered your resignation from IVB's
employment to pursue other opportunities, and IVB has accepted your resignation,
effective with the close of business on May 6, 2002 (the "Separation Date").

2. Salary and Benefits. In accordance with IVB's existing policies or at its
discretion, you have received or will receive the following payments and
benefits pursuant to your employment with IVB and your participation in IVB's
benefit plans:

         (a) Payment of your regular base salary at the rate established in your
         FY 2003 Compensation Plan through the Separation Date;

         (b) Payment of accrued and unused vacation leave benefits, if any, as
         of the Separation Date;

         (c) Present or future payment or other entitlement, in accordance with
         the terms of the applicable plan or other benefit, of any benefits to
         which you have vested entitlement under the terms of employee benefit
         plans established by IVB;

         (d) Payment of any incentive plan bonuses that you have earned through
         the Separation Date;

         (e) At your discretion, exercise of any stock options you may hold, to
         the extent such options are exercisable (see Paragraph 4(c) below for
         provisions relating to the amendment of your stock option agreements
         subject to your acceptance of this Agreement); and

         (f) Executive Package of career transition services through a qualified
         service firm selected by IVB; these services are available at your
         option, and can be initiated by contacting Don Brown at 972-454-8070.
         In the event you do not wish to utilize these career transition
         services, you may, alternatively, elect within six months of the date
         of this Agreement to receive the equivalent value of the services,
         which is $7,500.00, in cash. A cash payment is subject to lawful
         deductions. Your election to receive a cash





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         payment must be communicated in writing to Don Brown at the address
         shown on the letterhead.

The amounts paid in accordance with subparagraphs (a), (b), and (d) of this
paragraph are gross amounts, subject to lawful deductions, including any
deductions you have previously authorized. The time of payment and method of
establishing the amount of any incentives as described in subparagraph (d) will
be determined in accordance with IVB's customary practices.

Unless you choose to accept the Special Separation Compensation described in
Paragraph 4 below, your regular paid group health insurance benefits will
continue only through May 31, 2002. By law, you are entitled at your option to
continue your group health insurance coverage for a period of time thereafter at
your own expense. Please complete a COBRA election form, which will be furnished
to you, and return it to Kathy Hackney in IVB's Human Resources Department at
your earliest convenience, in accordance with the terms of the election form, if
you wish to continue such insurance coverage. (See Paragraph 4 below for special
provisions relating to continuation of your coverage.)

IVB will settle all authorized reimbursable business expenses, if any, based on
your submission of appropriate expense reports along with the required receipts
and documenting information. Final expense reports for any remaining outstanding
reimbursable expenses you have incurred must have been submitted by the close of
business on May 31, 2002, except for any charges not billed to you by that time,
in which case the expense must be promptly submitted upon your receipt of the
billing.

3. Compensation Plan Rescinded. Except as otherwise expressly provided herein,
all provisions of your FY 2003 Compensation Plan were rescinded effective with
the close of business on May 6, 2002.

4. Special Separation Compensation. Contingent upon your acceptance of the terms
of this Agreement and in consideration of your undertakings set forth herein and
especially in Paragraphs 7 (Rights to Intellectual Property), 8(a) (General
Release of IVB and Related Parties), 9 (Confidentiality, Cooperation
Nonprosecution, and Other Commitments), 10 (Agreement Not to Seek Reemployment),
and 11 (Agreement Regarding Solicitation of Employees, Customers, and Suppliers)
of this Agreement, IVB offers you, in addition to the pay and benefits you will
receive pursuant to Paragraph 2 and in lieu of benefits under any other IVB
severance pay program, the following Special Separation Compensation:

         (a) Payment of the sum of $264,000.17, equivalent to one year's base
         salary. This sum is a gross amount, subject to lawful deductions, and
         will be paid in lump sum within six days after the Effective Date of
         this Agreement as defined in Paragraph 19.

         (b) Payment through November 30, 2003, for IVB's group health insurance
         coverage on you and any covered dependents as in effect on the
         Separation Date, to the same



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         extent as if you had continued as an employee; provided, however, that
         IVB's obligation in this regard shall terminate at such earlier date as
         you and your family members who are then under IVB's coverage have
         become eligible and qualified for comparable coverage (including any
         preexisting condition requirements) under another employer's plan. To
         receive this coverage, you must make the COBRA election referred to in
         Paragraph 2 above, and by your agreement hereto you authorize deduction
         from the payment described in subparagraph (a) of this paragraph for
         your share, if any, of the premiums.

         (c) Extension of the exercise date for certain stock options. By the
         execution of this Agreement by you and the undersigned on behalf of
         IVB, the applicable Nonqualified Stock Option Agreements setting forth
         the options that were exercisable by you as of the Separation Date (the
         "Exercisable Options") shall be, and the same hereby are, amended in
         pertinent part to extend the exercise deadline for such Exercisable
         Options to and including June 5, 2003. By your signature below, you
         acknowledge and agree that the Exercisable Options are for 66,666
         shares under grant date of August 17, 1999; 16,666 shares under grant
         date of June 13, 2000; and 16,666 shares under grant date of August 8,
         2000.

         (d) Payment to the Cooper Clinic for your medical evaluation, to be
         conducted within one year after the Separation Date, pursuant to the
         regular IVB corporate executive health program medical examination
         guidelines as currently negotiated with Cooper Clinic.

As a separate payment expressly in consideration of your undertakings set forth
in Paragraph 12 (Covenant Not to Compete) of this Agreement, IVB offers you the
additional amount of $264,000.17. This sum is a gross amount, subject to lawful
deductions, and will be paid in three installments as nearly equal as is
practicable on the first day of the months of September, October, and November,
2002.

5. Return of Property. You were required, unless otherwise agreed to in writing,
to return to IVB, any and all items of its property, including without
limitation company vehicles, keys, computers, software, calculators, equipment,
credit cards, forms, files, manuals, correspondence, business records, personnel
data, lists of employees, salary and benefits information, customer lists and
files, lists of suppliers and vendors, price lists, contracts, contract
information, marketing plans, brochures, catalogs, training materials, product
samples, computer tapes and diskettes or other portable media, computer-readable
files and data stored on any hard drive or other installed device, and data
processing reports, and any and all other documents or property which you have
had possession of or control over during the course of your employment with IVB.
By your signature below, you represent that you have complied with this
requirement.

6. Use of Confidential and Proprietary Information. Except as authorized by IVB,
you must not disclose or deliver to anyone, whether employed by or outside IVB,
any confidential information or material. This requirement covers and includes
all information concerning




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technical, administrative, management, financial, or marketing activities (such
as design, manufacturing, and procurement specifications, procedures,
manufacturing processes, information processing, marketing plans and strategies,
customer names, and cost and financial data) and physical embodiments of such
information (such as drawings, specification sheets, recording media for machine
information processing systems, documentation, software, data, contracts,
reports, customer lists, manuals, quotations, correspondence, and samples)
relating to the business of IVB (including information or material received by
IVB or its subsidiaries from others, including IVB's customers) and intended by
IVB to be kept in confidence by its recipients. In the context of this
Agreement, confidential information is information and knowledge obtained during
the course of your employment relationship with IVB and its subsidiaries and
which (i) is personal or nonpublic in nature (such as, for example, information
relating to an employee's salary or performance) or (ii) would provide a
competitive advantage to a third party if such information or knowledge were
otherwise known to such third party. You must not remove any materials
containing information covered by this paragraph from IVB's premises or make any
copies of such materials except for use in IVB's business.

In the event it appears that you will be compelled by law or judicial process to
disclose any such confidential information as is referred to above, to avoid
potential liability you should notify IVB's Vice President Human Resources in
writing immediately upon your receipt of a subpoena or other legal process. By
your signature below, you represent that you will comply with these
requirements.

7. Rights to Intellectual Property. By your signature below, you hereby (i)
assign to IVB all your right, title, and interest in any inventions and ideas,
patentable or not, that you have made or conceived, alone or with others, during
the period of time in which you have been employed by IVB and any of its
subsidiaries, and that relate in any way to the business of IVB or its
subsidiaries: (ii) agree, upon IVB's request, to execute specific assignments
and take any action necessary to enable IVB to secure patents with respect to
any such ideas and inventions as are referred to above; and (iii) acknowledge
that all writings produced by you in the course of your work for IVB and any of
its subsidiaries, including without limitation software program code and
copyrights on any writings, are works produced for hire and are the property of
IVB.

8. Mutual Releases.

         (a) General Release of IVB and Related Parties. In consideration of the
         mutual promises and undertakings herein and the Special Separation
         Compensation as described in Paragraph 4 above, you and your family
         members, heirs, successors, and assigns (collectively the "Releasing
         Parties") hereby release, acquit, and forever waive and discharge any
         and all claims and demands of whatever kind or character, whether
         vicarious, derivative, or direct, that you or they, individually,
         collectively, or otherwise, may have or assert against: (i) IVB; (ii)
         any direct or indirect subsidiary or other affiliated entity of IVB; or
         (iii) any officer, director, fiduciary, agent, employee,
         representative, insurer, attorney, or any successors and assigns of the
         persons or entities just named





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         (collectively the "Released Parties"). This General Release includes
         but is not limited to any claim or demand based on any federal, state,
         or local statutory or common law or constitutional provision that
         applies or is asserted to apply, directly or indirectly, to the
         formation, continuation, or termination of your employment relationship
         with IVB. Thus, you and the other Releasing Parties agree to waive to
         the maximum extent permitted by law any claims or demands against IVB
         or any of the other Released Parties such as for wrongful discharge;
         unlawful employment discrimination on the basis of age or any other
         form of unlawful employment discrimination on the basis of age or any
         other form of unlawful employment discrimination; retaliation; breach
         of contract (express or implied); breach of the duty of good faith and
         fair dealing; violation of the public policy of the United States, the
         State of Texas, or any other state; intentional or negligent infliction
         of emotional distress; tortious interference with contract; promissory
         estoppel; detrimental reliance; defamation of character; duress;
         negligent misrepresentation; intentional misrepresentation or fraud;
         invasion of privacy; loss of consortium; assault; battery; conspiracy;
         bad faith; negligent hiring, retention, or supervision; any intentional
         or negligent act of personal injury; any alleged act of harassment or
         intimidation; or any other intentional or negligent tort; or any
         alleged violation of the Age Discrimination in Employment Act of 1967;
         Title VII of the Civil Rights Act of 1964, as amended; the Americans
         with Disabilities Act of 1990; the Family and Medical Leave Act of
         1993; the Employee Retirement Income Security Act of 1974; the Fair
         Labor Standards Act; the Fair Credit Reporting Act; the Texas
         Commission on Human Rights Act; and the Texas Wage Payment Statute.

                  This release includes any claims or demands for damages
         (actual or punitive), back wages, future wages or front pay,
         commissions, bonuses, severance benefits, medical expenses and the
         costs of any counseling, reinstatement or priority placement,
         promotion, vacation leave benefits, past and future medical or other
         employment benefits (except as to which there is, as of the Separation
         Date, existing contractual or vested entitlement) including
         contributions to any employee benefit plans, retirement benefits
         (except as to which there is, as of the Separation Date, vested
         entitlement), relocation expenses, compensatory damages, injunctive
         relief, liquidated damages, penalties, equitable relief, attorney's
         fees, costs of court, disbursements, interest, and any and all other
         loss, expense, or detriment of whatever kind or character resulting
         from, growing out of, connected with, or related in any way to the
         formation, continuation, or termination of your employment relationship
         with IVB. This General Release does not apply to any rights or claims
         that may arise after the date this Agreement is executed. As provided
         by law, after you have signed this General Release Agreement, you will
         still have an additional seven days in which to reconsider and revoke
         your acceptance, if you wish.

         (b) IVB's General Release of You. In consideration of the mutual
         promises and undertakings herein, IVB, on behalf of itself and its
         direct and indirect subsidiaries and any other affiliated entities,
         hereby releases, acquits, and forever waives and discharges




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         any and all claims and demands of whatever kind or character, whether
         vicarious, derivative, or direct, that it may have or assert against
         you. This General Release includes but is not limited to any claim or
         demand for damages, loss, or other expense resulting from, growing out
         of, connected with, or related in any way to the formation,
         continuation, or termination of your employment relationship with IVB.
         This General Release does not apply to any rights or claims that may
         arise after the date this Agreement is executed.

9.       Confidentiality, Cooperation, Nonprosecution, and Other Commitments.

         (a) Confidentiality. The terms of this Agreement shall be and remain
         confidential, and shall not be disclosed by you to any party other than
         your spouse, attorney, and accountant or tax return preparer, if such
         persons have agreed to keep such information confidential, and except
         as otherwise may be required by law, regulation, or judicial process.
         It shall not be a breach of the obligations set forth in this
         subparagraph for you, your spouse, or your attorneys to state to any
         person that any differences between you and IVB have been settled or
         satisfactorily resolved.

         (b) Cooperation. You will cooperate fully and completely with IVB or
         any of the other Released Parties, at their request, in all pending and
         future litigation, investigations, arbitrations, and/or other
         fact-finding or adjudicative proceedings, public or private, involving
         IVB or any of the other Released Parties. This obligation includes your
         promptly meeting with counsel for IVB or the other Released Parties 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 you. If you appear as a witness in any pending or future
         litigation, arbitration, or other fact-finding or adjudicative
         proceeding at the request of IVB or any of the other Released Parties,
         IVB agrees to reimburse you, upon submission of substantiating
         documentation, for necessary and reasonable expenses incurred by you as
         a result of your testifying.

         (c) Nonprosecution. Except as requested by IVB, as permitted by valid
         law or regulation that supersedes the terms of this Agreement, or as
         compelled by law or judicial process, you will not assist, cooperate
         with, or supply information of any kind to any individual or
         private-party litigant or their agents or attorneys (i) in any
         proceeding, investigation, or inquiry raising issues under the Age
         Discrimination in Employment Act of 1967, Title VII of the Civil Rights
         Act of 1964, the Americans with Disabilities Act of 1990, the Family
         and Medical Leave Act of 1993, the Employee Retirement Income Security
         Act of 1974, the Fair Labor Standards Act, the Fair Credit Reporting
         Act, the Texas Commission on Human Rights Act, the Texas Wage Payment
         Statute, or any other federal, state, or local law involving the
         formation, continuation, or termination of your employment
         relationship, or the employment of other persons, by IVB or any of the
         other




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         Released Parties, or (ii) in any other litigation against IVB or any of
         the other Released Parties.

         (d) No Other Actions. Except as permitted by valid law that supersedes
         the terms of this Agreement, you will not initiate any investigation,
         inquiry, or any other action of any kind with respect to IVB's
         facilities, employment practices, or sales or business operations,
         relating to the termination of your employment as provided for in this
         Agreement, or to the employment of any other person.

         (e) Nondisparagement: Handling of Inquiries. You will not make to any
         other parties any statement, oral or written, which directly or
         indirectly impugns the quality or integrity of IVB's or any of the
         other Released Parties' business or employment practices, or any other
         disparaging or derogatory remarks about IVB or any of the other
         Released Parties, their officers, directors, stockholders, managerial
         personnel, or other employees; and IVB shall instruct its officers not
         to make any disparaging or derogatory remarks about you. Nothing
         herein, however, is intended to or shall act in any manner to prevent
         you or IVB's officers from presenting testimony under oath, in any
         legal proceeding, that is truthful and accurate. Except as further
         provided hereinbelow, any direct inquires to IVB from potential
         employers will receive IVB's normal response, pursuant to its current
         established policy, which provides for release solely of the following
         information: verification of (i) name, (ii) last job title held, and
         (iii) dates of service. If you have authorized IVB to provide other
         information in specific instances, IVB shall use a single form of
         response containing such factual information as has been jointly
         determined and agreed upon by you and IVB.

         (f) Waiver of Recovery. You forever waive any right to monetary
         recovery from the Released Parties, whether sought directly by you or
         in the event any administrative agency or other public authority,
         individual, or group of individuals should pursue any claim on your
         behalf; and you will not request or accept from the Released Parties,
         as compensation or damages related to your employment or the
         termination of your employment by IVB, anything of value that is not
         provided for in this Agreement.

10. Agreement Not to Seek Reemployment. To prevent any future dispute regarding
further employment with IVB, you hereby agree that: (i) you will not ever apply
for or otherwise seek employment by IVB or any subsidiary or other Affiliate of
IVB at any time in the future, at any location, office, or place of business,
and (ii) your forbearance to seek future employment as just stated is purely
contractual and is in no way involuntary, discriminatory, or retaliatory.

11. Agreement Regarding Solicitation of Employees, Customers and Suppliers. For
a period of one year following the Separation Date, and thereafter to the extent
provided by law, you will not directly or indirectly, for your own account or
for the benefit of any other person or party:




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         (a) Solicit, induce, entice, or attempt to entice any employee,
         contractor, or subcontractor of IVB to terminate his or her employment
         or contract with IVB: or

         (b) Solicit, induce, entice, or attempt to entice any customer or
         supplier of IVB, including any firms that have been customers or
         suppliers of IVB within one year preceding the Separation Date, to
         terminate its business relationship with IVB.

Should you breach this obligation, IVB will be entitled to enforce the
provisions of this paragraph by seeking injunctive relief in addition to
recovering any monetary damages IVB may sustain as a result of such breach, and
if so determined by judgment or decree, you may be required to repay the Special
Separation Compensation provided to you by this Agreement.

12.      Covenant Not to Compete.

         (a) You acknowledge (and hereby reaffirm your prior acknowledgement
         contained in your Employment Agreement dated July 15, 1999) that (i) as
         a result of your position with IVB you have received specialized and
         unique training and knowledge concerning IVB, its business, its
         customers and the industry in which it competes, (ii) IVB's business,
         in large part, depends upon its exclusive possession and use of the
         confidential and proprietary information described in Paragraph 6 of
         this Agreement ("Confidential and Proprietary Information"), (iii) IVB
         is entitled to protection against your unauthorized disclosure or use
         of the Confidential and Proprietary Information or the training and
         knowledge received by you, and (iv) you have received in this Agreement
         good and valuable consideration for the covenants you are making in
         this Paragraph 12 and in Paragraph 6, including but not limited to
         IVB's having provided to you the matters described in subsection (a)(i)
         of this Paragraph, as well as the separate element of compensation
         described in Paragraph 4. You and IVB acknowledge and agree that the
         covenants contained in this Paragraph 12 and in Paragraph 6 are
         reasonably necessary for the protection of IVB, and are reasonably
         limited with respect to the activities they prohibit, their duration,
         their geographical scope and their effects on you and the public. You
         acknowledge that the purpose and effect of the covenants are to protect
         IVB from unfair competition by you.

         (b) For a period of 12 months after the Separation Date, you shall not,
         without the written consent of IVB, 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 the enhanced telecommunication services (which includes,
         without limitation, messaging, prepaid, postpaid, and voice portal
         systems and services), call automation, and/or voice automation
         industries in any state of the United States or in any foreign country
         in which IVB has sold or installed its products or systems or now has,
         or has had at any time during your employment by IVB, definitive plans
         to sell or install its products; except that you may own up to 1% of
         the shares of any publicly-owned





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         corporation, provided that none of your other relationships with such
         corporation violates such covenant.

         (c) You and IVB 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 this Paragraph 12 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 contained herein will remain in
         full force and effect as originally written. You and IVB 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
         Paragraph 12(c), then the parties hereto will consider this Paragraph
         12 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 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) You recognize and acknowledge that IVB would suffer irreparable
         harm and substantial loss if you violated any of the terms and
         provisions of this Paragraph 12 or Paragraph 6, and that the actual
         damages which might be sustained by IVB as the result of any breach of
         this Paragraph 12 or of Paragraph 6 would be difficult to ascertain.
         You agree, at the election of IVB and in addition to, and not in lieu
         of, IVB's right to seek all other remedies, damages, or offsets IVB may
         have at law or/or equity for such breach, that IVB shall be entitled to
         an injunction restraining you from breaching any of the terms or
         provisions of this Paragraph 12 or of Paragraph 6.

13. Nonadmission of Liability or Wrongdoing. This Agreement does not in any
manner constitute an admission of liability or wrongdoing on the part of IVB or
any of the other Released Parties, but IVB and the other Released Parties
expressly deny any such liability or wrongdoing; and, except to the extent
necessary to enforce this Agreement, neither this Agreement nor any part of it
may be construed, used, or admitted into evidence in any judicial,
administrative, or arbitral proceedings as an admission of any kind by IVB or
any of the other Released Parties.

14. Authority to Execute, and Indemnification for Claims. You represent and
warrant that you have the authority to execute this Agreement on behalf of all
the Releasing Parties. You further agree to indemnify fully and hold harmless
IVB and any of the other Released Parties from any and all claims brought by the
Releasing Parties or derivative of your own, including the





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amount of any such claims IVB or any of the other Released Parties are compelled
to pay, and the costs and attorney's fees incurred in defending against all such
claims.

15. Governing Law and Interpretation. This Agreement and the rights and duties
of the parties under it shall be governed by and construed in accordance with
the laws of the State of Texas, without regard for any conflicts of laws
provisions. If any provision of this Agreement is held to be unenforceable, such
provision shall be considered separate, distinct, and severable from the other
remaining provisions of this Agreement, and shall not affect the validity or
enforceability of such other remaining provisions; and in all other respects,
this Agreement shall remain in full force and effect. If any provision of this
Agreement is held to be unenforceable as written but may be made to be
enforceable by limitation thereof, then such provision shall be enforceable to
the maximum extent permitted by applicable law. The language of all parts of
this Agreement shall in all cases be construed as a whole, according to its fair
meaning, and not strictly for or against any of the parties.

16. Breach of Agreement. Should you fail to comply with any of your obligations
as set forth in this Agreement, IVB will have no obligation to pay you the
Special Separation Compensation described above, and under existing law you may
be required to repay any portion of the Special Separation Compensation already
provided to you under this Agreement; but all other provisions of this Agreement
shall remain in full force and effect. You may also be liable under existing law
for IVB's damages and its attorney's fees and expenses resulting from your
breach of any provision in this Agreement.

17. Expiration of Offer. IVB's offer of the proposed Special Separation
Compensation will expire at 5:30 p.m. on May 31, 2002, a period of more than 21
days after you were originally provided with the terms of this offer for your
consideration. In this regard, you agree that the changes made to the original
offer, whether the same may be considered material or immaterial, do not restart
the running of the minimum 21-day period referred to herein and as otherwise
required by law. You may accept this offer at any time before expiration by
signing this letter in the space provided below, and returning it confidentially
to Don Brown, IVB's Vice President Human Resources.

18. Consultation with an Attorney. You have the right and are encouraged by IVB
to consult with an attorney of your choosing before executing this Agreement.

19. Effective Date. This Agreement will become effective and enforceable upon
the expiration of seven days after your execution and return of this document
("Effective Date"). At any time before the Effective Date of this Agreement, you
may revoke your acceptance.

20. Voluntary Agreement. You acknowledge that execution of this Agreement is
knowing and voluntary on your part, and that you have had a reasonable time to
deliberate regarding its terms.



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21. Consideration. Whether expressly stated herein or not, all obligations that
you assume and undertakings that you make by executing this Agreement are
understood to be in consideration of the mutual promises and undertakings herein
and the Special Separation Compensation offered to you as described in Paragraph
4 above. Further, by executing this Agreement, you acknowledge and agree that
neither IVB nor any of the other Released Parties has any legal obligation to
provide the Special Separation Compensation to you.

22. Entire Agreement. This Agreement contains and constitutes the entire
understanding and agreement between you and IVB as to its subject matter, and
may be modified only by a writing of contemporaneous or subsequent date executed
by both you and an authorized official of IVB. This Agreement does not supersede
the rights and obligations of you and IVB under any nonqualified stock option
agreements except as any such agreements are amended in Paragraph 4(c) herein.

If you are in agreement with the foregoing provisions, please execute both
copies of this letter in the space provided below. You should return one
executed original to the undersigned, and maintain the other executed original
in your files. Upon the expiration of seven days after the date of your
execution of this Agreement, unless revoked by you within that period, it shall
then constitute a valid and binding agreement by and between IVB and you.

                                   Sincerely,

                                   INTERVOICE-BRITE, INC.



                                   By:      /s/ Don Brown
                                      -----------------------------------------
                                            Don Brown
                                            Vice President Human Resources


                                   ACCEPTED AND AGREED TO:


                                            /s/ Ray S. Naeini
                                   --------------------------------------------
                                   Ray S. Naeini


                                   Date Signed:               5-31-02
                                               --------------------------------