EXHIBIT 10.20


    
      

    


    EXHIBIT
      10.20

    


    HUMAN
      RESOURCES DEPARTMENT

    


    INTRA-COMPANY
      COMMUNICATION

    


     

    
      	
              SUBJECT:

            	
              Temporary
                assignment to the UK

            	 	
              DATE:

            	
              January
                2, 2007

            
	 	 	 	 	 
	
              TO:

            	
              Pamela
                J. Hynes

            	 	 	 


    

     

    CONFIDENTIAL

    


    This
      is
      to confirm our mutual understanding of your compensation and benefits package
      in
      connection with your assignment as VP Worldwide Customer Service and EMEA
      Operations. 
      Your
      home base has been established as United Kingdom.

    


    Base
      Salary -
      Effective October 1st,
      2006
      your base salary will be $18,750 per month to reflect a $75,000 annual increase
      related to your United Kingdom assignment. 

    


    Housing
      -
      Included in your salary increase is a monthly housing allowance of
      $1,142.

    


    Pay
      Arrangements
      - As we
      discussed, you will be paid in U.S. dollars and your pay will be deposited
      into
      your U.S. bank account. 

    


    Cost
      Allocation
      - All
      costs in connection with your assignment will be charged to the ININ UK Limited,
      a wholly-owned subsidiary of Interactive Intelligence Inc. (the
      Company).

    


    Tax
      Policy
      - During
      your international assignment in the U.K. you will be subject to U.K. taxes.
      A
      tax consultant, designated by the Company, will assist in preparing and filing
      your U.K. income tax returns. For any business day that you work outside of
      the
      U.K, you will be required to pay U.S. taxes. You will remain in the U.S. Social
      Security administration for the entire period and will not be charged social
      taxes in the U.K.

    


    Pay
      & Benefits
      - You
      will continue to be on the U.S. payroll and enrolled in the same U.S. benefits
      as you were prior to the temporary assignment. 

    


    This
      letter is subject to modification to reflect subsequent changes in Company
      policy. Also, it should be understood that the terms and conditions of your
      assignment, including assignment duration, location, etc., are based upon
      present requirements and are subject to change at the discretion of the
      Company.

    


    Please
      acknowledge receipt of this assignment letter and agreement with its terms
      by
      signing the two originals and returning one to the Director of Human
      Resources.

    


    Sincerely
      yours,

    


    
      	
              /s/
                Stephen R. Head

            	
              1/21/2007

            	 	
              /s/
                Debra Jones

            	
              1/21/2007

            
	
              Stephen
                R. Head

              Chief
                Financial Officer, 

              Vice
                President of Finance and Administration, Secretary and
                Treasurer

            	
              Date

            	 	
              Debra
                Jones

              Director
                Human Resources

            	
              Date

            


    

    


    


    I
      have
      read this assignment letter and agree that it is consistent with my
      understanding of the terms and conditions of my overseas transfer.

    


    


    
      	
              /s/
                Pamela J. Hynes

            	
              1/20/2007

            
	
              Pamela
                J. Hynes

              Vice
                President, Customer Services

            	
              Date