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                                                                  EXHIBIT 10.3

                                INTERVOICE, INC.

                             1998 STOCK OPTION PLAN

ARTICLE 1. ESTABLISHMENT AND PURPOSE

     1.1  ESTABLISHMENT. InterVoice, Inc., a Texas corporation, hereby 
establishes the InterVoice, Inc. 1998 Stock Option Plan, as set forth in this
document.

     1.2  PURPOSE. The purposes of the Plan are to attract able persons to enter
the employ of the Company, to encourage Employees to remain in the employ of the
Company and to provide motivation to Employees to put forth maximum efforts
toward the continued growth, profitability and success of the Company, by
providing incentives to such persons through the ownership and performance of
the Common Stock of InterVoice. A further purpose of the Plan is to provide a
means through which InterVoice may attract able persons to become directors of
InterVoice and to provide directors of InterVoice with additional incentive and
reward opportunities designed to strengthen their concern for the welfare of
InterVoice and its stockholders. Toward these objectives, Options may be granted
under the Plan to Employees and Outside Directors on the terms and subject to
the conditions set forth in the Plan.

     1.3  EFFECTIVE DATE OF PLAN. This Plan shall be effective as of March 26,
1998.

ARTICLE 2. DEFINITIONS

     2.1  AFFILIATE. "Affiliate" means a "parent corporation" or a "subsidiary
corporation" of InterVoice, as those terms are defined in Section 424(e) and (f)
of the Code.

     2.2  BOARD. "Board" means the Board of Directors of InterVoice.

     2.3  CODE. "Code" means the Internal Revenue Code of 1986, as amended from
time to time, including regulations thereunder and successor provisions and
regulations thereto.

     2.4  COMMITTEE. "Committee" means the Compensation Committee of the Board,
or such other committee of the Board as may be designated by the Board to
administer the Plan; provided that the Committee shall consist of two or more
directors of InterVoice, all of whom are "Non-Employee Directors" within the
meaning of Rule 16b-3 under the Exchange Act. The members of the Committee shall
be appointed from time to time by, and shall serve at the discretion of, the
Board.

     2.5  COMMON STOCK. "Common Stock" means the Common Stock, no par value per
share, of InterVoice, or any stock or other securities of InterVoice hereafter
issued or issuable in

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substitution or exchange for the Common Stock.

     2.6  COMPANY. "Company" means InterVoice and its Affiliates.

     2.7  CORPORATE CHANGE. A "Corporate Change" shall be deemed to have 
occurred for purposes of the Plan upon (a) the dissolution or liquidation of
InterVoice; (b) a reorganization, merger or consolidation of InterVoice with one
or more corporations (other than a merger or consolidation effecting a
reincorporation of InterVoice in another state or any other merger or
consolidation in which the shareholders of the surviving corporation and their
proportionate interests therein immediately after the merger or consolidation
are substantially identical to the shareholders of InterVoice and their
proportionate interests therein immediately prior to the merger or
consolidation) (collectively, a "Corporate Change Merger"); (c) the sale of all
or substantially all of the assets of InterVoice; or (d) the occurrence of a
Change in Control. A "Change in Control" shall be deemed to have occurred for
purposes of the Plan if (a) individuals who were directors of InterVoice
immediately prior to a Control Transaction shall cease, within two years of such
Control Transaction, to constitute a majority of the Board (or of the Board of
Directors of any successor to InterVoice or to a company which has acquired all
or substantially all its assets) other than by reason of an increase in the size
of the membership of the applicable Board that is approved by at least a
majority of the individuals who were directors of InterVoice immediately prior
to such Control Transaction or (b) any entity, person or Group acquires shares
of InterVoice in a transaction or series of transactions that result in such
entity, person or Group directly or indirectly owning beneficially 50% or more
of the outstanding shares of Common Stock. As used herein, "Control Transaction"
means (a) any tender offer for or acquisition of capital stock of InterVoice
pursuant to which any person, entity or Group directly or indirectly acquires
beneficial ownership of 20% or more of the outstanding shares of Common Stock,
(b) any Corporate Change Merger of InterVoice, (c) any contested election of
directors of InterVoice or (d) any combination of the foregoing, any one of
which results in a change in voting power sufficient to elect a majority of the
Board. As used herein, "Group" means persons who act "in concert" as described
in Sections 13(d)(3) and/or 14(d)(2) of the Exchange Act.

     2.8  EFFECTIVE DATE. "Effective Date" means the date an Option is 
determined to be effective by the Committee or the Board upon its grant of such
Option.

     2.9  EMPLOYEE. "Employee" means any person treated as an employee by
InterVoice or an Affiliate. "Employee" shall not include any person treated by
InterVoice or an Affiliate as an independent contractor.

     2.10 EXCHANGE ACT. "Exchange Act" means the Securities Exchange Act of
1934, as amended from time to time, including rules thereunder and successor
provisions and rules thereto.

     2.11 FAIR MARKET VALUE. "Fair Market Value" means the fair market value of
the Common Stock, as determined in good faith by the Committee or, (i) if the
Common Stock is traded in the over-the-counter market, the average of the
representative closing bid and asked

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prices as reported by the National Association of Securities Dealers Automated
Quotation System ("NASDAQ") for the date the Option is granted (or if there was
no quoted price for such date of grant, then for the last preceding business day
on which there was a quoted price), or (ii) if the Common Stock is traded in the
NASDAQ National Market System, the average of the highest and lowest selling
prices for such stock as quoted on the NASDAQ National Market System for the
date the Option is granted (or if there are no sales for such date of grant,
then for the last preceding business day on which there were sales), or (iii) if
the Common Stock is listed on any national stock exchange, the average of the
highest and lowest selling prices for such stock as quoted on such exchange for
the date the Option is granted (or if there are no sales for such date of grant,
then for the last preceding business day on which there were sales).

     2.12 INTERVOICE. "InterVoice" means InterVoice, Inc., a Texas corporation,
and any successor thereto.

     2.13 OPTION. "Option" means an option to purchase shares of Common Stock
granted to a Participant pursuant to Article 6.

     2.14 OPTION AGREEMENT. "Option Agreement" means a written agreement between
InterVoice and a Participant that sets forth the terms, conditions, restrictions
and/or limitations applicable to an Option.

     2.15 OUTSIDE DIRECTOR. "Outside Director" means an individual duly elected
or chosen as a director of InterVoice who is not also an Employee.

     2.16 PARTICIPANT. "Participant" means any Employee or Outside Director to
whom an Option has been granted under the Plan.

     2.17 PLAN. "Plan" means this InterVoice, Inc. 1998 Stock Option Plan.

     2.18 RETIREMENT. "Retirement" means the termination of a Participant's
employment or service on or after his or her 65th birthday.

ARTICLE 3. PLAN ADMINISTRATION

     3.1  RESPONSIBILITY OF COMMITTEE. Subject to the terms and provisions of 
the Plan, including, without limitation, Section 3.6, the Committee shall have
total and exclusive responsibility to control, operate, manage and administer
the Plan in accordance with its terms.

     3.2  AUTHORITY OF COMMITTEE. The Committee shall have all the authority 
that may be necessary or helpful to enable it to discharge its responsibilities
with respect to the Plan. Without limiting the generality of the preceding
sentence, the Committee shall have the exclusive right, subject to the
provisions of Section 3.6, to: (a) interpret the Plan and the Option Agreements

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executed hereunder; (b) determine eligibility for participation in the Plan; (c)
decide all questions concerning eligibility for, and the size of, Options
granted under the Plan; (d) construe any ambiguous provision of the Plan or any
Option Agreement; (e) prescribe the form of the Option Agreements embodying
Options granted under the Plan; (f) correct any defect, supply any omission or
reconcile any inconsistency in the Plan or any Option Agreement; (g) issue
administrative guidelines as an aid to administer the Plan and make changes in
such guidelines as it from time to time deems proper; (h) make regulations for
carrying out the Plan and make changes in such regulations as it from time to
time deems proper; (i) to the extent permitted under the Plan, grant waivers of
Plan terms, conditions, restrictions and limitations; (j) accelerate the vesting
of an Option when such action or actions would be in the best interests of the
Company; (k) grant Options in replacement of Options previously granted under
the Plan or any other employee benefit plan of the Company; and (l) take any and
all other actions it deems necessary or advisable for the proper operation or
administration of the Plan.

     3.3 DISCRETIONARY AUTHORITY. Subject to the provisions of Section 3.6, (i)
the Committee shall have full discretionary authority in all matters related to
the discharge of its responsibilities and the exercise of its authority under
the Plan, including, without limitation, its construction of the terms of the
Plan and its determination of eligibility for participation under the Plan, and
(ii) the decisions of the Committee and its actions with respect to the Plan
shall be final, conclusive and binding on all persons having or claiming to have
any right or interest in or under the Plan, including Participants and their
respective estates, beneficiaries and legal representatives.

     3.4 ACTION BY THE COMMITTEE. The Committee may act only by a majority of
its members. Any determination of the Committee may be made, without a meeting,
by a writing or writings signed by all of the members of the Committee. In
addition, the Committee may authorize any one or more of its members to execute
and deliver documents on behalf of the Committee.

     3.5 DELEGATION OF AUTHORITY. Notwithstanding anything contained in the Plan
to the contrary, the Committee may, in its discretion, delegate some or all of
its authority under the Plan to any person or persons; provided, however, that
any such delegation shall be in writing; and provided further that only the
Committee may grant Options to Employees who are subject to Section 16 of the
Exchange Act.

     3.6 BOARD AUTHORITY. Notwithstanding the authority hereby delegated to the
Committee to administer the Plan, the Board shall have sole and exclusive
authority, subject to the express provisions of the Plan, to grant Options to
Outside Directors under the Plan, to determine the terms, conditions,
restrictions and/or limitations applicable to such Options and to make all other
determinations and take any and all other actions it deems necessary or
advisable with respect to such Options. The Board shall have no authority under
the Plan to select and grant Options to Employees, and such authority is vested
exclusively in the Committee.

     3.7 LIABILITY; INDEMNIFICATION. No member of the Committee or the Board nor
any person to whom authority has been delegated by the Committee, shall be
personally liable for any

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action, interpretation or determination made in good faith with respect to the
Plan or Options granted hereunder, and each member of the Committee and the
Board shall be fully indemnified and protected by InterVoice with respect to any
liability he or she may incur with respect to any such action, interpretation or
determination, to the extent permitted by applicable law.

ARTICLE 4. ELIGIBILITY


     All Employees and Outside Directors are eligible to participate in the
Plan. The Committee shall select, from time to time, Participants from those
Employees, and the Board shall select, from time to time, Participants from
those Outside Directors, who, in the opinion of the Committee or the Board, can
further the Plan's purposes. In making this selection, the Committee and the
Board may give consideration to the functions and responsibilities of the
Participant, his or her past, present and potential contributions to the growth
and success of the Company and such other factors deemed relevant by the
Committee or the Board. Once a Participant is so selected, the Committee or the
Board shall determine the size of Option to be granted to the Participant and
shall establish in the related Option Agreement the terms, conditions,
restrictions and/or limitations applicable to the Option, in addition to those
set forth in the Plan and the administrative rules and regulations, if any,
established by the Committee. No Employee is entitled to receive an Option
unless selected by the Committee, and no Outside Director is entitled to receive
an Option unless selected by the Board.

ARTICLE 5. SHARES SUBJECT TO THE PLAN


     5.1 AVAILABLE SHARES. The maximum number of shares of Common Stock that
shall be available for grant of Options under the Plan shall not exceed 500,000,
subject to adjustment as provided in Sections 5.2 and 5.3. Shares of Common
Stock issued pursuant to the Plan may be shares of original issuance or treasury
shares or a combination of the foregoing, as the Board, in its discretion, shall
from time to time determine.

     5.2 ADJUSTMENTS FOR RECAPITALIZATIONS AND REORGANIZATIONS.


         (a) The shares with respect to which Options may be granted under the
     Plan are shares of Common Stock as presently constituted, but if, and
     whenever, prior to the expiration or satisfaction of an Option theretofore
     granted, InterVoice shall effect a subdivision or consolidation of shares
     of Common Stock or the payment of a stock dividend on Common Stock without
     receipt of consideration by InterVoice, the number of shares of Common
     Stock with respect to which such Option may thereafter be exercised or
     satisfied, as applicable, (i) in the event of an increase in the number of
     outstanding shares shall be proportionately increased, and the exercise
     price per share shall be proportionately reduced, and (ii) in the event of
     a reduction in the number of outstanding shares shall be proportionately
     reduced, and the exercise price per share shall be proportionately
     increased. 

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         (b) If InterVoice recapitalizes or otherwise changes its capital
     structure, thereafter upon any exercise of an Option theretofore granted
     the Participant shall be entitled to purchase under such Option, in lieu of
     the number of shares of Common Stock then covered by such Option the
     number and class of shares of stock or other securities to which the
     Participant would have been entitled pursuant to the terms of the
     recapitalization if, immediately prior to such recapitalization, the
     Participant had been the holder of record of the number of shares of Common
     Stock then covered by such Option.

         (c) In the event of changes in the outstanding Common Stock by reason
     of recapitalizations, reorganizations, mergers, consolidations,
     combinations, separations (including a spin-off or other distribution of
     stock or property), exchanges or other relevant changes in capitalization
     occurring after the date of grant of any Option and not otherwise provided
     for by this Section 5.2, any outstanding Options and any Option Agreements
     evidencing such Options shall be subject to adjustment by the Committee at
     its discretion as to the number, price and kind of shares of Common Stock
     subject to, and other terms of, such Options to reflect such changes in the
     outstanding Common Stock.

         (d) In the event of any changes in the outstanding Common Stock
     provided for in this Section 5.2, the aggregate number of shares available
     for grant of Options under the Plan may be equitably adjusted by the
     Committee, whose determination shall be conclusive. Any adjustment provided
     for in this Section 5.2(d) shall be subject to any required stockholder
     action.


     5.3 ADJUSTMENTS FOR OPTIONS. The Committee shall have full discretion to
determine the manner in which shares of Common Stock available for grant of
Options under the Plan are counted. Without limiting the discretion of the
Committee under this Section 5.3, unless otherwise determined by the Committee,
for the purpose of determining the number of shares of Common Stock available
for grant of Options under the Plan: (a) the grant of an Option shall reduce the
number of shares available for grant of Options under the Plan by the number of
shares subject to such Option and (b) if any Option is canceled or forfeited, or
terminates, expires or lapses, for any reason, the shares then subject to such
Option shall again be available for grant of Options under the Plan.

ARTICLE 6. OPTIONS

     6.1 GENERAL. All Options granted under this Plan shall be nonqualified 
stock options that are not intended to meet the requirements of Section 422(b)
of the Code.

     6.2 TERMS AND CONDITIONS OF OPTIONS. All Options granted under the Plan
shall be subject to the terms, conditions, restrictions and limitations of the
Plan. The Committee or the Board may, in its sole judgment, subject any Option
to such other terms, conditions, restrictions and/or limitations (including, but
not limited to, the time and conditions of exercise or vesting of an Option

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and restrictions on transferability of any shares of Common Stock issued or
delivered pursuant to the exercise of an Option), provided they are not
inconsistent with the terms of the Plan. Options granted under the Plan need
not be uniform. Options granted under the Plan shall be exercisable in whole or
in such installments and at such times as may be determined by the Committee or
the Board. The price at which a share of Common Stock may be purchased upon
exercise of an Option shall be determined by the Committee or the Board, but
such exercise price shall not be less than 100% of the Fair Market Value of a
share of Common Stock on the Effective Date of the Option's grant. The term of
each Option shall be as specified by the Committee or the Board; provided,
however, that, unless otherwise designated by the Committee or the Board, no
Options shall be exercisable later than 10 years from the Effective Date of the
Option's grant.

     6.3 EXERCISE OF OPTIONS.


         (a) Subject to the terms and conditions of the Plan, Options shall be
     exercised by the delivery of a written notice of exercise to InterVoice,
     setting forth the number of shares of Common Stock with respect to which
     the Option is to be exercised, accompanied by full payment for such shares.

         (b) Upon exercise of an Option, the exercise price of the Option shall
     be payable to InterVoice in full in cash.

         (c) Payment of the exercise price of an Option may also be made, in the
     discretion of the Committee, by delivery to InterVoice or its designated
     agent of an executed irrevocable option exercise form together with
     irrevocable instructions to a broker-dealer to sell or margin a sufficient
     portion of the shares with respect to which the Option is exercised and
     deliver the sale or margin loan proceeds directly to InterVoice to pay for
     the exercise price and any required withholding taxes.

         (d) As soon as reasonably practicable after receipt of written
     notification of exercise of an Option and full payment of the exercise
     price and any required withholding taxes, InterVoice shall deliver to the
     Participant, in the Participant's name, a stock certificate or certificates
     in an appropriate amount based upon the number of shares of Common Stock
     purchased under the Option.


     6.4 TERMINATION OF SERVICE. Each Option Agreement shall set forth the
extent to which the Participant shall have the right to exercise the Option
following termination of the Participant's employment or service with the
Company. Such provisions shall be determined in the sole discretion of the
Committee or the Board, need not be uniform among all Options granted under the
Plan and may reflect distinctions based on the reasons for termination of
employment or service. Subject to Section 5.2 and Article 7, in the event that
an Employee's Option Agreement does not set forth such termination provisions,
the following termination provisions shall apply with respect to such Option:

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         (a) RETIREMENT, DISABILITY OR DEATH. If the employment or service of a
     Participant shall terminate by reason of Retirement, permanent and total
     disability (within the meaning of Section 22(e)(3) of the Code) or death,
     outstanding Options held by the Participant may be exercised, to the extent
     then vested, no more than two years from the date of such termination of
     employment or termination of service, unless the Options in any way
     expressly provide for earlier termination.

         (b) OTHER TERMINATION. If the employment or service of a Participant
     shall terminate for any reason other than the reasons set forth in
     paragraph (a) above, whether on a voluntary or involuntary basis,
     outstanding Options held by the Participant may be exercised, to the extent
     then vested, no more than two years from the date of such termination of
     employment or termination of service, unless the Options in any way
     expressly provide for earlier termination.

         (c) TERMINATION FOR CAUSE. Notwithstanding paragraphs (a), (b) and (c)
     above, if the employment or service of a Participant shall be terminated by
     reason of such Participant's fraud, dishonesty or performance of other acts
     detrimental to the Company, all outstanding Options held by the Participant
     shall immediately be forfeited to the Company and no additional exercise
     period shall be allowed, regardless of the vested status of the Options.

ARTICLE 7. CORPORATE CHANGE

     Notwithstanding anything contained in the Plan to the contrary, in the
event of a Corporate Change, unless otherwise provided in the related Option
Agreement, all Options then outstanding shall become exercisable in full and all
restrictions imposed on any Common Stock that may be delivered pursuant to the
exercise of such Options shall be deemed satisfied.

ARTICLE 8. AMENDMENT AND TERMINATION

     The Board may at any time suspend, terminate, amend or modify the Plan, in
whole or in part; provided, however, that no amendment or modification of the
Plan shall become effective without the approval of such amendment or
modification by the stockholders of InterVoice if InterVoice, on the advice of
counsel, determines that such stockholder approval is necessary or desirable.
Upon termination of the Plan, the terms and provisions of the Plan shall,
notwithstanding such termination, continue to apply to Options granted prior to
such termination. No suspension, termination, amendment or modification of the
Plan shall adversely affect in any material way any Option previously granted
under the Plan, without the consent of the Participant holding such Option.

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ARTICLE 9. MISCELLANEOUS

     9.1 OPTION AGREEMENTS. After the Committee or the Board grants an Option
under the Plan to a Participant, InterVoice and the Participant shall enter into
an Option Agreement setting forth the terms, conditions, restrictions and/or
limitations applicable to the Option and such other matters as the Committee or
the Board may determine to be appropriate. The terms and provisions of the
respective Option Agreements need not be identical. In the event of any conflict
between an Option Agreement and the Plan, the terms of the Plan shall govern.

     9.2 NONASSIGNABILITY. Except as otherwise provided in a Participant's
Option Agreement, no Option granted under the Plan may be sold, transferred,
pledged, exchanged, hypothecated or otherwise disposed of, other than by will or
pursuant to the applicable laws of descent and distribution. Further, no such
Option shall be subject to execution, attachment or similar process. Any
attempted sale, transfer, pledge, exchange, hypothecation or other disposition
of an Option not specifically permitted by the Plan or the Option Agreement
shall be null and void and without effect. All Options granted to a Participant
under the Plan shall be exercisable during his or her lifetime only by such
Participant or, in the event of the Participant's legal incapacity, by his or
her guardian or legal representative.

     9.3 NO FRACTIONAL SHARES. No fractional shares of Common Stock shall be
issued pursuant to any Option granted under the Plan, and no payment or other
adjustment shall be made in respect of any such fractional share.


     9.4 WITHHOLDING TAXES. The Company shall be entitled to deduct from any
payment made under the Plan, regardless of the form of such payment, the amount
of all applicable income and employment taxes required by law to be withheld
with respect to such payment, may require the Participant to pay to the Company
such withholding taxes prior to and as a condition of the making of any payment
or the issuance or delivery of any shares of Common Stock under the Plan and
shall be entitled to deduct from any other compensation payable to the
Participant any withholding obligations with respect to Options under the Plan.


     9.5 REGULATORY APPROVALS AND LISTINGS. Notwithstanding anything contained
in the Plan to the contrary, InterVoice shall have no obligation to issue or
deliver shares of Common Stock under the Plan prior to (a) the obtaining of any
approval from any governmental agency which InterVoice shall, in its sole
discretion, determine to be necessary or advisable, (b) the admission of such
shares to listing on the stock exchange or stock market on which the Common
Stock may be listed and (c) the completion of any registration or other
qualification of such shares under any Federal or state law or ruling of any
governmental body which InterVoice shall, in its sole discretion, determine to
be necessary or advisable.


     9.6 BINDING EFFECT. The obligations of InterVoice under the Plan shall be
binding upon any successor corporation or organization resulting from the
merger, consolidation or other reorganization of InterVoice, or upon any
successor corporation or organization succeeding to all

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or substantially all of the assets and business of InterVoice. The terms and
conditions of the Plan shall be binding upon each Participant and his or her
heirs, legatees, distributees and legal representatives.

     9.7 SEVERABILITY. If any provision of the Plan or any Option Agreement is
held to be illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining provisions of the Plan or such agreement, as the case
may be, but such provision shall be fully severable and the Plan or such
agreement, as the case may be, shall be construed and enforced as if the illegal
or invalid provision had never been included herein or therein.

     9.8 NO RESTRICTION OF CORPORATE ACTION. Nothing contained in the Plan shall
be construed to prevent InterVoice or any Affiliate from taking any corporate
action (including any corporate action to suspend, terminate, amend or modify
the Plan) that is deemed by InterVoice or such Affiliate to be appropriate or in
its best interest, whether or not such action would have an adverse effect on
the Plan or any Options made or to be made under the Plan. No Participant or
other person shall have any claim against InterVoice or any Affiliate as a
result of such action.

     9.9 NOTICES. All notices required or permitted to be given or made under
the Plan or any Option Agreement shall be in writing and shall be deemed to have
been duly given or made if (a) delivered personally, (b) transmitted by first
class registered or certified United States mail, postage prepaid, return
receipt requested, (c) sent by prepaid overnight courier service or (d) sent by
telecopy or facsimile transmission, answer back requested, to the person who is
to receive it at the address that such person has theretofore specified by
written notice delivered in accordance herewith. Such notices shall be effective
(a) if delivered personally or sent by courier service, upon actual receipt by
the intended recipient, (b) if mailed, upon the earlier of five days after
deposit in the mail or the date of delivery as shown by the return receipt
therefor or (c) if sent by telecopy or facsimile transmission, when the answer
back is received. InterVoice or a Participant may change, at any time and from
time to time, by written notice to the other, the address that it or such
Participant had theretofore specified for receiving notices. Until such address
is changed in accordance herewith, notices hereunder or under an Option
Agreement shall be delivered or sent (a) to a Participant at his or her address
as set forth in the records of the Company or (b) to InterVoice at the principal
executive offices of InterVoice clearly marked "Attention: Human Resources
Department."

     9.10 GOVERNING LAW. The Plan shall be governed by and construed in
accordance with the internal laws (and not the principles relating to conflicts
of laws) of the State of Texas, except as superseded by applicable federal law.

     9.11 NO RIGHT, TITLE OR INTEREST IN COMPANY ASSETS. No Participant shall
have any rights as a stockholder of InterVoice as a result of participation in
the Plan until the date of issuance of a stock certificate in his or her name
and, in the case of Restricted Stock, unless and until such rights are granted
to the Participant under the Plan. To the extent any person acquires a right to
receive payments from the Company under the Plan, such rights shall be no
greater than the rights of an unsecured creditor of the Company, and such person
shall not have any rights in or against any 

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specific assets of the Company. All of the Options granted under the Plan shall
be unfunded.

     9.12 RISK OF PARTICIPATION. Nothing contained in the Plan shall be
construed either as a guarantee by InterVoice or its Affiliates, or their
respective stockholders, directors, officers or employees, of the value of any
assets of the Plan or as an agreement by InterVoice or its Affiliates, or their
respective stockholders, directors, officers or employees, to indemnify anyone
for any losses, damages, costs or expenses resulting from participation in the
Plan.

     9.13 NO GUARANTEE OF TAX CONSEQUENCES. No person connected with the Plan in
any capacity, including, but not limited to, InterVoice and the Affiliates and
their respective directors, officers, agents and employees, makes any
representation, commitment or guarantee that any tax treatment, including, but
not limited to, Federal, state and local income, estate and gift tax treatment,
will be applicable with respect to any Options or payments thereunder made to or
for the benefit of a Participant under the Plan or that such tax treatment will
apply to or be available to a Participant on account of participation in the
Plan.

     9.14 OTHER BENEFITS. No Option granted under the Plan shall be considered
compensation for purposes of computing benefits or contributions under any
retirement plan of InterVoice or any Affiliate, nor affect any benefits or
compensation under any other benefit or compensation plan of InterVoice or any
Affiliate now or subsequently in effect.

     9.15 CONTINUED EMPLOYMENT. Nothing contained in the Plan or in any Option
Agreement shall confer upon any Participant the right to continue in the employ
of the Company, or interfere in any way with the rights of the Company to
terminate his or her employment at any time, with or without cause.

     9.16 MISCELLANEOUS. Headings are given to the articles and sections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction of the Plan or any
provisions hereof. The use of the masculine gender shall also include within its
meaning the feminine. Wherever the context of the Plan dictates, the use of the
singular shall also include within its meaning the plural, and vice versa. 

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     IN WITNESS WHEREOF, this Plan has been executed to be effective as of the
26th day of March, 1998.

                                            INTERVOICE, INC.

                                            By
                                              Title:

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