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                                                                  EXHIBIT 10.1



                            PATENT LICENSE AGREEMENT



                                    BETWEEN



                         LUCENT TECHNOLOGIES GRL CORP.



                                      AND



                         INTERVOICE LIMITED PARTNERSHIP



                        EFFECTIVE AS OF OCTOBER 1, 1999







          RELATING TO AUTOMATED CALL AND TRANSACTION PROCESSING SYSTEMS
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INTERVOICE-IPGAD 092499

                            PATENT LICENSE AGREEMENT
                               TABLE OF CONTENTS

ARTICLE I - GRANTS OF LICENSES

  1.01 Grant
  1.02 Duration and Extent
  1.03 Scope
  1.04 Ability to Provide Licenses
  1.05 Joint Inventions
  1.06 Publicity
  1.07 Covenant Not To Sue

ARTICLE II - ROYALTY AND PAYMENTS

  2.01 Royalty Calculation

ARTICLE III - TERMINATION

  3.01 Breach
  3.02 Voluntary Termination
  3.03 Survival

ARTICLE IV - MISCELLANEOUS PROVISIONS

  4.01 Disclaimer
  4.02 Nonassignability
  4.03 Addresses
  4.04 Taxes
  4.05 Choice of Law
  4.06 Integration
  4.07 Outside the United States
  4.08 Dispute Resolution
  4.09 Releases
  4.10 Counterparts

ARTICLE V - PRIOR LICENSE AGREEMENT

  5.01 - Prior Agreement
  5.02 - Retained Rights

DEFINITIONS APPENDIX


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* Confidential Treatment has been requested for portions of this exhibit. The
copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *. A complete version of this exhibit has
been filed separately with the Securities and Exchange Commission.

                           PATENT LICENSE AGREEMENT

Effective as of October 1, 1999, LUCENT TECHNOLOGIES GRL CORP.,  a Delaware
corporation ("LUCENT GRL"), having an office at Suite 105, 14645 N.W. 77th
Avenue, Miami Lakes, Florida 33014, and InterVoice Limited Partnership, a Nevada
limited partnership ("INTERVOICE"), with an address of 639 Isbell Road, Suite
390, Reno, Nevada 89509 having, as its sole general partner, InterVoice GP,
Inc., a corporation of Nevada, with an address of 639 Isbell Road, Suite 390,
Reno, Nevada 89509, agree as follows:

                                   ARTICLE I

                               GRANTS OF LICENSES

1.01 GRANT

     (a) LUCENT GRL grants to INTERVOICE under LUCENT'S PATENTS personal,
nonexclusive, * and non-transferable sublicenses (hereinafter referred to as
licenses) for AUTOMATED CALL AND TRANSACTION PROCESSING SYSTEMS.

     (b) INTERVOICE grants to LUCENT GRL under INTERVOICE'S PATENTS personal,
nonexclusive, * and non-transferable licenses for any and all products and
services.

1.02 DURATION AND EXTENT

All licenses granted herein under any patent shall continue for the entire
unexpired term of such patent.

1.03 SCOPE

     (a) The licenses granted herein are licenses to (i) make, have made, use,
lease, offer for sale, sell and import LICENSED PRODUCTS; (ii) make, have made,
use and import machines, tools, materials and other instrumentalities, insofar
as such machines, tools, materials and other instrumentalities are involved in
or incidental to the development, manufacture, testing or repair of LICENSED
PRODUCTS which are or have been made, used, leased, owned, sold or

------------------
+ANY TERM IN CAPITAL LETTERS WHICH IS DEFINED IN THE DEFINITIONS APPENDIX SHALL
HAVE THE MEANING SPECIFIED THEREIN.
<PAGE>   4
imported by the grantee of such license; and (iii) convey to any customer of the
grantee, with respect to any LICENSED PRODUCT which is sold or leased by such
grantee to such customer, rights to use and resell such LICENSED PRODUCT as sold
or leased by such grantee (whether or not as part of a larger combination);
provided, however, that no rights may be conveyed to customers with respect to
any invention which is directed to (1) a combination of such LICENSED PRODUCT
(as sold or leased) with any other product, (2) a method or process which is
other than the inherent use of such LICENSED PRODUCT itself (as sold or leased),
or (3) a method or process involving the use of a LICENSED PRODUCT to
manufacture (including associated testing) any other product.

     (b) Licenses granted herein to INTERVOICE are not to be construed either
(i) as consent by the grantor to any act which may be performed by the grantee,
except to the extent impacted by a patent licensed herein to the grantee, or
(ii) to include licenses to contributorily infringe or induce infringement under
U.S. law or a foreign equivalent thereof.

     (c) The grant of each license hereunder includes the right to grant
sublicenses within the scope of such license to a party's RELATED COMPANIES for
so long as they remain its RELATED COMPANIES. Any such sublicense may be made
effective retroactively, but not prior to the effective date hereof, nor prior
to the sublicensee's becoming a RELATED COMPANY of such party.

     (d) The right to have product made pursuant to this Agreement is not
limited to products custom designed by the parties. Such have made rights shall
include the right to have "off the shelf" products made for the parties. The
have made rights shall not be exercised by a party in a manner such that the
exercise of those rights is a sham to sublicense the other party's patents to a
third party and not for bona fide business purposes of the exercising party.

1.04 ABILITY TO PROVIDE LICENSES

     (a) LUCENT GRL has received the rights to grant the licenses and releases
under LUCENT's PATENTS herein granted to INTERVOICE. INTERVOICE has received
the rights to grant the licenses and releases under INTERVOICE's PATENTS herein
granted to LUCENT GRL.

     (b) Notwithstanding the provisions of Section 1.04(a), it is recognized
that certain actions of the parties to this Agreement may limit their ability to
provide licenses hereunder without constituting a breach. In particular, (i)
prior to the earliest filing of a patent application disclosing an invention of
a party or its RELATED COMPANY, such party or RELATED COMPANY may assign to a
third party the title to patents on such invention, or (ii) prior to the
execution of this Agreement, a party or its RELATED COMPANY may have limited by
contract its


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ability to provide licenses hereunder with respect to certain patents or
technologies.

     (c) Each party agrees to disclose to the other party, promptly upon receipt
of a written request for such disclosure, any such assignment or other
contractual limitation with respect to any patent and/or technology which is
specifically identified in such request.

1.05 JOINT INVENTIONS

     (a) There are countries (not including the United States) which require
the express consent of all inventors or their assignees to the grant of
licenses or rights under patents issued in such countries for joint inventions.

     (b) Each party shall give such consent, or shall obtain such consent from
its RELATED COMPANIES, its employees or employees of any of its RELATED
COMPANIES, as required to make full and effective any such licenses and rights
respecting any joint invention granted to the grantee hereunder by such party
and by another licensor of such grantee.

     (c) Each party shall take steps which are reasonable under the
circumstances to obtain from third parties whatever other consents are necessary
to make full and effective such licenses and rights respecting any joint
invention purported to be granted by it hereunder. If, in spite of such
reasonable steps, such party is unable to obtain the requisite consents from
such third parties, the resulting inability of such party to make full and
effective its purported grant of such licenses and rights shall not be
considered to be a breach of this Agreement.

1.06 PUBLICITY

     (a) Nothing in this Agreement shall be construed as conferring upon either
party or its RELATED COMPANIES any right to include in advertising, packaging or
other commercial activities related to a LICENSED PRODUCT, any reference to the
other party (or any of its RELATED COMPANIES), its trade names, trademarks or
service marks in a manner which would be likely to cause confusion or to
indicate that such LICENSED PRODUCT is in any way certified by the other party
hereto or its RELATED COMPANIES.

     (b) The terms, but not the existence, of this Agreement shall be treated
as confidential information by the parties, and neither party shall disclose
such terms to any third party without the prior written consent of the other
party; provided however, that each party may represent to third parties that
such party is licensed for the products and patents as provided by this
Agreement. This Section 1.06(b) shall not prevent a party from making
disclosures reasonably required by law or as required by a stock exchange,
provided that the disclosing party takes all


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*Confidential Treatment has been requested for portions of this Exhibit.

reasonable steps to minimize such disclosure and provides prior written notice
to the other party of any such intended disclosure.

1.07 COVENANT NOT TO SUE

Each party ("the grantor") covenants to the other party ("the grantee"), on
behalf of itself and its RELATED COMPANIES, not to sue such grantee or its
RELATED COMPANIES for infringement of any patent owned by the grantor or its
RELATED COMPANIES * where such infringement arises from the manufacture, use,
sale, offer for sale or importation of LICENSED PRODUCTS. This covenant not to
sue shall terminate * years after the effective date of this Agreement.

                                   ARTICLE II

                              ROYALTY AND PAYMENTS

2.01 ROYALTY CALCULATION

(a) In consideration of * granted to INTERVOICE and its RELATED COMPANIES by
LUCENT GRL and its RELATED COMPANIES herein, INTERVOICE shall pay to LUCENT GRL
*. Such amount shall be paid within thirty (30) days of execution of this
Agreement by both parties, and shall be payable in accordance with Section
4.03(b).

(b) Overdue payments hereunder shall be subject to a late payment charge
calculated at an annual rate of three percentage points (3%) over the prime rate
or successive prime rates (as posted in New York City) during delinquency. If
the amount of such charge exceeds the maximum permitted by law, such charge
shall be reduced to such maximum.

                                  ARTICLE III

                                  TERMINATION

3.01 BREACH

In the event of a breach of this Agreement by either party, the other party may,
in addition to any other remedies that it may have, at any time terminate all
licenses and rights granted by it hereunder by not less than two (2) months
prior written

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notice specifying such breach, unless within the period of such notice all
breaches specified therein shall have been remedied.

3.02 VOLUNTARY TERMINATION

By written notice to the other party, either party may voluntarily terminate
all or a specified portion of the licenses and rights granted to it hereunder.
Such notice shall specify the effective date (not less than six (6) months from
the date of said notice) of such termination and shall clearly specify any
affected patent, invention or product.

3.03 SURVIVAL

         (a) If a company ceases to be a RELATED COMPANY of a party, licenses
and rights granted hereunder with respect to patents of such company on
inventions made prior to the date of such cessation, shall not be affected by
such cessation.

         (b) Any termination of licenses and rights of a party under the
provisions of this Article III shall not affect such party's licenses, rights
and obligations with respect to any LICENSED PRODUCT made prior to such
termination, and shall not affect the other party's licenses and rights (and
obligations related thereto) hereunder.

                                   ARTICLE IV

                            MISCELLANEOUS PROVISIONS

4.01 DISCLAIMER

NEITHER PARTY NOR ANY OF ITS RELATED COMPANIES MAKES ANY REPRESENTATIONS,
EXTENDS ANY WARRANTIES OF ANY KIND, ASSUMES ANY RESPONSIBILITY OR OBLIGATIONS
WHATEVER, OR CONFERS ANY RIGHT BY IMPLICATION, ESTOPPEL OR OTHERWISE, OTHER
THAN THE LICENSES, RIGHTS AND WARRANTIES HEREIN EXPRESSLY GRANTED.

4.02 ASSIGNABILITY

         (a) The parties hereto have entered into this agreement in
contemplation of personal performance, each by the other, and intend that the
licenses and rights granted hereunder to a party not be extended to any other
entities without the other party's express written consent, except as expressly
provided herein.

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* Confidential Treatment has been requested for portions of this exhibit.

     (b) All of LUCENT GRL's rights, title and interest in this agreement and
any licenses and rights granted to it hereunder may be assigned to any RELATED
COMPANY of LUCENT GRL at any time and for any reason.

     (c) All of INTERVOICE's rights, title and interest in this agreement and
any licenses and rights granted to it hereunder may be assigned to
InterVoice-Brite, Inc. or to any ACQUISITION SUBSIDIARY at any time and for any
reason. *

4.03 ADDRESSES

     (a) Any notice or other communication hereunder shall be sufficiently given
to INTERVOICE when sent by certified mail addressed to Dean Howell, Vice
President and Corporate Counsel, 17811 Waterview Parkway, Dallas, Texas 75252,
and a copy to David H. Tannenbaum, Esq., Fulbright & Jaworski LLP, 2200 Ross
Avenue, Suite 2800, Dallas, Texas 75201, or to LUCENT GRL when sent by certified
mail addressed to Contract Administrator, Lucent Technologies GRL Corporation,
Suite 105, 14645 N.W. 77th Avenue, Miami Lakes, Florida 33014, United States of
America. Changes in such addresses may be specified by written notice.

     (b) Payments by INTERVOICE shall be made to LUCENT GRL at Chase Manhattan
Bank, N.A., Account No. 323857752, Lockbox No. 6219, New York, NY 10087-6219,
United States of America. Alternatively, payments to LUCENT GRL may be made by
bank wire transfers to LUCENT GRL's account: Lucent Technologies GRL
Corporation, Account No. 323857752, ABA Code: 021000021, at Chase Manhattan
Bank, N.A., P.O. Box 6219, New York, NY 10087-6219, United States of America.

4.04 TAXES

     (a) INTERVOICE shall pay any tax, duty, levy, customs fee, or similar
charge ("taxes"), including interest and penalties thereon, however designated,
imposed as a result of the operation or existence of this Agreement, including
taxes which INTERVOICE is required to withhold or deduct from payments to LUCENT
GRL, except (i) net income taxes imposed upon LUCENT GRL by any governmental
entity within the United States (the fifty (50) states and the District of


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Columbia), and (ii) net income taxes imposed upon LUCENT GRL by jurisdictions
outside the United States which are allowable as a credit against the United
States Federal income tax of LUCENT GRL or any of its RELATED COMPANIES. In
order for the exception in (ii) to be effective, INTERVOICE must furnish to
LUCENT GRL  evidence sufficient to satisfy the United States taxing authorities
that such taxes have been paid. Such evidence must be furnished to LUCENT GRL
within thirty (30) days of issuance by the local taxing authority.

     (b) if INTERVOICE is required to bear a tax, duty, levy, or similar charge
pursuant to (a) above, INTERVOICE shall pay such tax, duty, levy or similar
charge and any additional amounts as are necessary to ensure that the net
amounts received by LUCENT GRL hereunder after all such payments or withholdings
equal the amounts to which LUCENT GRL is otherwise entitled under this
Agreement as if such tax, duty, levy or similar charge did not apply.

     (c) LUCENT GRL represents that it is not aware of any tax, duty, or levy
which INTERVOICE will have to pay under Section 4.04(a), above, as a result of
the operation or existence of this Agreement.

4.05 CHOICE OF LAW

The parties are familiar with the principles of New York commercial law, and
agree that the law of New York shall apply in any dispute arising with respect
to this Agreement, exclusive of conflicts of law provisions.

4.06 INTEGRATION

This Agreement sets forth the entire agreement and understanding between the
parties as to the subject matter hereof and merges all prior discussions between
them. Neither of the parties shall be bound by any modifications, warranties,
understandings or representations with respect to such subject matter other than
as expressly provided herein or in a writing signed with or subsequent to
execution hereof by an authorized representative of the party to be bound
thereby.

4.07 OUTSIDE THE UNITED STATES

     (a) There are countries in which the owner of an invention is entitled to
compensation, damages or other monetary award for another's unlicensed
manufacture, sale, lease, use or importation involving such invention prior to
the date of issuance of a patent for such invention but on or after a certain
earlier date, hereinafter referred to as the invention's "protection
commencement date" (e.g., the date of publication of allowed claims or the date
of publication or "laying open" of the filed patent application). In some
instances, other conditions precedent must also be fulfilled (e.g., knowledge or
actual notification of the filed patent application). The parties agree that (i)
an invention which has a protection


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commencement date in any such country may be used in such country pursuant to
the terms of this Agreement on and after any such date, and (ii) all such
conditions precedent are deemed satisfied by this Agreement.

     (b) There may be countries in which a party hereto may have, as a
consequence of this Agreement, rights against infringers of the other party's
patents licensed hereunder. Each party hereby waives any such right it may have
by reason of any third party's infringement or alleged infringement of any such
patents.

4.08 DISPUTE RESOLUTION

     (a) If a dispute arises out of or relates to this Agreement, or the
breach, termination or validity thereof, the parties agree to submit the
dispute to a sole arbitrator selected by the parties within thirty (30) days of
the arbitration, or in the absence of such selection, to American Arbitration
Association arbitration, which shall be governed by the United States
Arbitration Act.

     (b) Any award made (i) shall be a bare award limited to a holding for or
against a party and affording such remedy as is deemed equitable, just and
within the scope of the agreement; (ii) shall be without findings as to issues
(including but not limited to patent validity and/or infringement) or a
statement of the reasoning on which the award rests; (iii) may in appropriate
circumstances (other than patent disputes) include injunctive relief; (iv)
shall be made within four (4) months of the appointment of the arbitrator; and
(v) may be entered in any court.

     (c) The requirement for and arbitration shall not be deemed a waiver of
any right of termination under this Agreement and the arbitrator is not
empowered to act or make any award other than based solely on the rights and
obligations of the parties prior to any such termination.

     (d) The arbitrator shall be knowledgeable in the legal and technical
aspects of this Agreement and shall determine issues of arbitrability but may
not limit, expand or otherwise modify the terms of the agreement.

     (e) The place of arbitration shall be New York City.

     (f) Each party shall bear its own expenses but those related to the
compensation and expenses of the arbitrator shall be borne equally.

     (g) A request by a party to a court for interim measures shall not be
deemed a waiver of the obligation to arbitrate.

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     (h) The arbitrator shall not have authority to award punitive or other
damages in excess of compensatory damages and each party irrevocably waives any
claim thereto.

     (i) The parties, their representatives, other participants and the
arbitrator shall hold the existence, content and result of arbitration in
confidence.

4.09 RELEASES

     (a) In consideration of the receipt of the sum specified in Section 2.01
and other good and valuable consideration paid by INTERVOICE to LUCENT GRL,
subject to Section 4.09(c), LUCENT GRL, for itself and for its RELATED
COMPANIES, hereby releases INTERVOICE and its RELATED COMPANIES from all
claims, demands and rights of actions which LUCENT GRL or any of its RELATED
COMPANIES may have on account of any infringement or alleged infringement of
LUCENT GRL's PATENTS issued in any country of the world by reason of the
manufacture, offer for sale, use, lease, sale or importation of LICENSED
PRODUCTS prior to the effective date of this Agreement. The releases granted do
not include any releases for contributory infringement or inducing infringement
under United States law and foreign equivalents thereof. Notwithstanding the
foregoing, LUCENT GRL agrees for itself and its RELATED COMPANIES that they
shall not bring suit or otherwise exercise any of their other remedies under
LUCENT GRL's PATENTS against INTERVOICE or its RELATED COMPANIES for
contributory infringement or inducing infringement unless they have exhausted
all remedies under their patents against the direct infringer for the direct
infringement which gives rise to such contributory or inducing infringement.

     (b) Subject to Section 4.09(c), INTERVOICE, for itself and for its RELATED
COMPANIES, hereby releases LUCENT GRL (for this release, "LUCENT GRL" includes
Lucent Technologies Inc. and its SUBSIDIARIES as they formerly existed as a part
of AT&T Corp.) and its RELATED COMPANIES from all claims, demands and rights of
actions which INTERVOICE or any of its RELATED COMPANIES may have on account of
any infringement or alleged infringement of INTERVOICE'S PATENTS issued in any
country of the world by reason of the manufacture, offer for sale, use, lease,
sale or importation of LICENSED PRODUCTS prior to the effective date of this
Agreement. The releases granted do not include any releases for contributory
infringement or inducing infringement under United States law and foreign
equivalents thereof. Notwithstanding the foregoing, INTERVOICE agrees for itself
and its RELATED COMPANIES that they shall not bring suit or otherwise exercise
any of their other remedies under INTERVOICE'S PATENTS against LUCENT GRL or its
RELATED COMPANIES for contributory infringement or inducing infringement unless
they have exhausted all remedies under their patents against the direct
infringer for the direct infringement which gives rise to such contributory or
inducing infringement.


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     (c) LUCENT GRL, for itself and its present RELATED COMPANIES, hereby
releases customers (purchasers and users) of products sold to such customers by
INTERVOICE and its present RELATED COMPANIES from all claims, demands and
rights of action which LUCENT GRL or any of its present RELATED COMPANIES may
have as of the effective date hereof on account of any infringement or alleged
infringement of any patent issued in any country of the world by reason of the
use, lease, offer for sale, sale or importation of any such products.
INTERVOICE, for itself and its present RELATED COMPANIES, hereby releases
customers (purchasers and users) of products sold to such customers by LUCENT
GRL and its present RELATED COMPANIES from all claims, demands and rights of
action which INTERVOICE or any of its present RELATED COMPANIES may have as of
the effective date hereof on account of any infringement or alleged
infringement of any patent issued in any country of the world by reason of the
use, lease, offer for sale, sale or importation of any such products. Such
releases do not extend to any claim of any patent which is directed to (1) a
method or process other than a method or process the inventive steps of which
are implemented primarily by the LICENSED PRODUCT in the operation of that
LICENSED PRODUCT, (2) a method or process involving the use of a LICENSED
PRODUCT to manufacture (including associated testing) any other product, or (3)
a method or process involving the use of a LICENSED PRODUCT in combination with
any item not furnished by the grantee unless the method or process to which the
claim is directed would reside primarily in use or operation of the LICENSED
PRODUCT.

4.10 COUNTERPARTS

This Patent License Agreement may be executed by the Parties in identical
counterparts, all of which together shall constitute the final agreement.
Executed counterparts may be exchanged by facsimile transmission.

                                   ARTICLE V

                            PRIOR LICENSE AGREEMENT

5.01 PRIOR AGREEMENT

VMX, Inc. and InterVoice, Inc. are parties to a Patent License Agreement
effective September 1, 1991 (hereinafter called the "Prior License Agreement"),
relating to certain voice messaging and automated attendant patents.


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*Confidential Treatment has been requested for portions of this exhibit.

5.02 RETAINED RIGHTS

     (a) All licenses, rights and obligations under said Prior License Agreement
shall remain in effect. Notwithstanding anything to the contrary in this
Agreement, any patents licensed to InterVoice, Inc. pursuant to the Prior
License Agreement shall be excluded from the definition of LUCENT'S PATENTS. *

     (b) The parties recognize that an audit of payments by InterVoice, Inc.
under the Prior License Agreement was pending during the negotiation of this
Agreement, and that LUCENT GRL has relied on statements made by INTERVOICE and
its RELATED COMPANIES regarding products sold under the Prior License Agreement.
INTERVOICE, on behalf of itself and its RELATED COMPANIES, represents to LUCENT
GRL that, as of the effective date of this Agreement, INTERVOICE and its RELATED
COMPANIES have not sold more than one hundred (100) systems or units which use
or include the subject matter of either the "Ladd Patents" or the "Matthews
Patent," as those terms are defined in the Prior License Agreement.


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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
in duplicate originals by its duly authorized representatives on the respective
dates entered below.


     LUCENT TECHNOLOGIES GRL CORPORATION


     By:   /s/ GENE G. PARTHOW
        --------------------------------------------

     Name:     Gene G. Parthow
          ------------------------------------------

     Title:    Chairman
           -----------------------------------------

     Date:     9/24/99
          ------------------------------------------


     INTERVOICE LIMITED PARTNERSHIP

     By:       InterVoice GP, Inc.
                  its General Partner

     By:  /s/  ROB-ROY J. GRAHAM
        -----------------------------
               Rob-Roy J. Graham
               Secretary/Treasurer

     Date:     9/24/99
          ---------------------------

             THIS AGREEMENT DOES NOT BIND OR OBLIGATE EITHER PARTY
                IN ANY MANNER UNLESS DULY EXECUTED BY AUTHORIZED
                        REPRESENTATIVES OF BOTH PARTIES.


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                              DEFINITIONS APPENDIX

ACQUISITION SUBSIDIARY means a SUBSIDIARY of another company, which SUBSIDIARY
is organized for the express purpose of acquiring all or substantially all of
the assets and/or stock of InterVoice-Brite, Inc. by merger or otherwise, and
either InterVoice-Brite, Inc. or the ACQUISITION SUBSIDIARY is the surviving
company in any such merger. Any such SUBSIDIARY shall not have any products or
services of its own prior to the date of any such acquisition.

AUTOMATED CALL AND TRANSACTION PROCESSING SYSTEMS means all products and
services which automate the processing of telecommunication transactions under
customer-specific application control (which may include a system designed to
be modified for the specific customer by another party using a toolkit or
otherwise, to achieve customer-specific application control) and the operations
in support thereof (collectively, "Telecommunications Transactions"). Such
systems may include subsystems under application control which, without
limitation, gather, generate, manipulate, switch, store, communicate or
reproduce calls or data. Telecommunication Transactions may contain, without
limitation, audio, video, multimedia, other media and other types of information
communicated over any public or private networks, including, but not restricted
to, internet or intranet networks.

It is understood that the definition of AUTOMATED CALL AND TRANSACTION
PROCESSING SYSTEM includes, without limitation, (a) all hardware and software
products and services offered for sale (or license) as of the effective date by
INTERVOICE or RELATED COMPANIES of INTERVOICE; (b) all enhancements,
improvements, new releases, and new versions to or of such products and
services, which automate Telecommunications Transactions.

INTERVOICE'S PATENTS means every patent (including utility models but excluding
design patents and design registrations) issued in any country of the world
owned and controlled by INTERVOICE or its RELATED COMPANIES and issued on or
claiming priority from an application filed prior to the effective date of this
Agreement in any country of the world, with respect to which and to the extent
that INTERVOICE or its RELATED COMPANIES has a right, as of the date of
execution of this Agreement, to grant the licenses granted herein.

LICENSED PRODUCT means, as to any grantee, any product (including any specified
combination of other products) listed for such grantee in Section 1.01.

LUCENT'S PATENTS means every patent (including utility models but excluding
design patents and design registrations) issued in any country of the world
owned and controlled by LUCENT GRL or its RELATED COMPANIES and issued on or
claiming priority from an application filed prior to the effective date of this
Agreement in any country of the world, with respect to which and to the extent
that


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LUCENT GRL or its RELATED COMPANIES has a right, as of the date of execution of
this Agreement, to grant the licenses granted herein. Notwithstanding the
foregoing, LUCENT'S PATENTS does not include any patent licensed under the
Prior License Agreement.

RELATED COMPANIES of LUCENT GRL are Lucent Technologies Inc., SUBSIDIARIES of
Lucent Technologies Inc. (other than LUCENT GRL), and any other company so
designated in writing signed by LUCENT GRL and INTERVOICE.

RELATED COMPANIES of INTERVOICE are InterVoice-Brite, Inc., SUBSIDIARIES of
InterVoice-Brite, Inc., (other than InterVoice Limited Partnership), any
ACQUISITION SUBSIDIARY, and any other company so designated in writing signed
by LUCENT GRL and INTERVOICE.

SUBSIDIARY of a company means a corporation or other legal entity (i) the
majority of whose shares or other securities entitled to vote for election of
directors (or other managing authority) is now or hereafter controlled by such
company either directly or indirectly; or (ii) which does not have outstanding
shares or securities but the majority of whose ownership interest representing
the right to manage such corporation or other legal entity is now or hereafter
owned and controlled by such company either directly or indirectly; but any
such corporation or other legal entity shall be deemed to be a SUBSIDIARY of
such company only as long as such control or ownership and control exists.


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