<PAGE>

                   [INTERACTIVE INTELLIGENCE LOGO]


                         RESELLER AGREEMENT

THIS RESELLER AGREEMENT (this "Agreement"), effective July 8, 1998 
(hereinafter "Effective Date") by and between Interactive Intelligence, Inc. 
(hereinafter "Publisher"), a corporation organized under the laws of Indiana, 
with principal offices located at 3500 DePauw Blvd., Suite 1060, 
Indianapolis, IN 46268, and NHancement Technologies Inc. (hereinafter 
"Reseller"), a corporation organized under the laws of Delaware, with 
principal offices at 39420 Liberty Street, Suite 250, Fremont, CA 94538.

                             WITNESSETH:

WHEREAS, Publisher is willing to supply Reseller with software and related 
training and certification to allow Reseller to deliver Publisher's 
client/server computer telephony software (the "Products") to end-user 
customers;

WHEREAS, Reseller represents that it is in the process of developing certain 
members of its workforce to become technically skilled and experienced at 
marketing, licensing and supporting client/server computer telephony 
solutions of the type for which it is to be appointed as a reseller by 
Publisher;

WHEREAS, Reseller either operates directly, has majority-owned subsidiaries 
or controls certain affiliated companies which operate, offices for 
consulting, selling and/or supporting the Products at locations identified at 
Exhibit A attached hereto and made a part hereof (the "Authorized Locations") 
or such other locations that may be identified and mutually agreed to from 
time to time, which Reseller represents have facilities and competently 
trained staff necessary for the marketing, sales and support of such Products;

WHEREAS, Reseller wishes to procure the rights to produce copies of the 
Products from a master copy provided by Publisher in order to provide 
solutions to its customers which may include the fulfillment of software, 
hardware, consulting services, implementation services, support and/or 
training as an authorized reseller of the Products under the terms and 
conditions of this Agreement;

NOW, THEREFORE, the parties agree as follows:

                                  SECTION 1
                                 DEFINITIONS

When used in this Agreement, the following capitalized terms shall have the 
meanings set forth in this Section:

     1.1 "PROGRAM LEVEL."  Publisher appoints resellers at one of two Program 
Levels, either "Reseller Partner" or "Premier Partner" depending upon 
Reseller's qualifications and level of commitment to Publisher. Premier 
Partner shall execute and abide by the Premier Partner terms as defined in 
Exhibit B, attached hereto and made a part hereof.


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     1.2 "PROGRAM LICENSE FEE."  Publisher's annual fee for active, ongoing 
participation in one of Publisher's reseller programs as listed in the 
then-current Reseller Price list and as amended from time to time by 
Publisher.

     1.3 "PRODUCTS."  Publisher's software packages consisting of (1) program 
code in machine-readable form recorded on electronic media; (2) a copy of the 
standard end-user documentation for such programs; (3) an End-User License 
Agreement setting forth license terms and establishing the rights and
obligations of an End-User with respect to such programs; and (4) other 
written materials or electronic media relating to the programs and 
documentation, in a form ready to be supplied to customers of Reseller.

     1.4 "END-USER."  Customer of Reseller who has executed an End-User 
License Agreement and who has acquired Products directly from the Reseller 
for its own use (and not for resale, re-marketing, timesharing, or service 
bureau use) in accordance with the terms of Publisher's End-User License 
Agreement.

     1.5 "RESELLER PRICE LIST."  A list of Publisher's prices to be paid by 
Reseller, for program and Products and as amended from time to time by 
Publisher.

     1.6 "TECHNICAL SUPPORT."  Technical assistance provided by Reseller 
through telephone support or at Reseller's locations relating to installation 
or use of Products by End-Users. Technical Support is to be provided by 
personnel of Reseller who have been trained and certified by Publisher.

     1.7 "PUBLISHER'S WARRANTY."  The limited warranties with respect to the 
Products as defined in Section 9 hereof.

                                  SECTION 2
                            RESELLER'S APPOINTMENT

     2.1 APPOINTMENT OF RESELLER.  Publisher hereby appoints Reseller as a 
reseller of the Products at the Authorized Locations specified in Exhibit A 
or such other locations as may be identified and mutually agreed upon from 
time to time, subject to the terms and conditions hereof. Reseller shall be 
authorized to market, license, install, support and/or deliver services based 
on Products at the Authorized Locations. With regard to the geographical area 
in which Reseller can resell the Products from each specified Authorized 
Location, it is agreed and understood that Reseller can resell the Products 
to any location in North America. At such time as Reseller can reasonably 
demonstrate to Publisher that Reseller has the ability to market, license, 
install and support the Products to End-Users in other countries, Reseller 
shall be permitted to apply for authorization to carry on such activities in 
such countries by signing a copy of the Interactive Intelligence 
International Reseller agreement.

     2.2 PROGRAM LEVEL.  The terms of Publisher's appointment of Reseller, 
and Reseller's rights, shall be at the Program Level of "Reseller Partner" as 
defined by the current reseller program and as amended from time to time by 
Publisher at its discretion, unless and until Publisher and Reseller have 
mutually executed Exhibit B.

     2.3 NON-EXCLUSIVE.  While this Agreement is in effect and at all times 
thereafter, Publisher shall have the unrestricted right to appoint other 
resellers to license the Products for installation in any industry or 
territory, including those in which Reseller operates. Publisher will not


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appoint a Reseller's End User to license the products as a Reseller partner 
without written notification to Reseller.

                                    SECTION 3
                              RESELLER'S OBLIGATIONS

     3.1 PROGRAM APPLICATION.  Reseller represents and warrants that all the 
information provided on its membership application for the Publisher's 
reseller program is true and correct and warrants that the information will 
continue to be so during the term of this Agreement. Should there be any 
material changes in such information during the term of this Agreement, 
Reseller agrees to promptly inform Publisher in writing, detailing such 
changes.

     3.2 BUSINESS PLAN.  Reseller shall submit an annual business plan for 
approval by Publisher within 30 days of the Effective Date or date of renewal 
of this Agreement using Publisher's then-current business plan form. Reseller 
acknowledges that a failure to submit such business plan may be grounds for 
termination or non-renewal of this Agreement. Reseller represents that it will 
use its best good faith reasonable business efforts to develop and implement 
such business plan as approved by Publisher, provided, however, that the 
failure to meet the goals or projections set forth in such annual business 
plan shall not, of itself, constitute grounds for termination of this 
Agreement.

     3.3 DEMONSTRATION FACILITIES.  Reseller shall maintain at its cost and 
expense suitable demonstration facilities at which Products will be installed 
within 90 days of the Effective Date of this Agreement. Such facilities 
shall be comprised of appropriate compatible servers and associated 
peripheral equipment and system software in good and operating condition.

     3.4 CERTIFIED PERSONNEL.  Reseller warrants that at all times it will 
employ a sufficient number of, but in no event less thant two (2), full-time 
technicians and one (1) full-time sales professional trained and certified by 
Publisher on the Products, subject to the need from time to train 
replacements for former or disabled employees. Reseller further warrants that 
it will maintain at least one engineer trained and certified on the Products 
at each Authorized Location located more than 250 miles from Reseller's 
principal offices, or have a Publisher approved plan for providing local 
service and support for these areas. Reseller shall bear the expense of such 
training including travel, lodging, and personnel costs of Reseller's 
employees.

     3.5 TECHNICAL SUPPORT.  Reseller agrees to offer first-level Technical 
Support of Products for its customers, billable at Reseller's discretion at 
reasonable terms and conditions, as follows: (i) Reseller shall provide 
Technical Support to its customers, whether over the telephone, via 
electronic mail, the internet or otherwise, regarding the use of Publisher's 
Products; and (ii) Reseller shall offer and make available such Technical 
Support to its customers 24 hours-per-day, 7 days-per-week. Any Technical 
Support provided by Reseller to End-Users shall be provided by personnel of 
Reseller that have been trained and certified by Publisher. Publisher shall 
provide back-up support on a customer-by-customer basis only for those that 
(i) have Product currently under Publisher's Warranty, or (ii) that have 
purchased a maintenance version of a software license for which Reseller has 
paid Publisher. At its sole discretion, Publisher may refer back to Reseller 
for Reseller's prompt handling of any inquiries received by Publisher from 
Reseller's customers.

     3.6 CUSTOMER SATISFACTION.  Reseller agrees to maintain an acceptable 
level of customer satisfaction. Publisher reserves the right to contact


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Reseller's customers directly from time to time and survey Reseller's 
customers for overall satisfaction.

     3.7 SALES QUOTA.  Reseller acknowledges that a failure to achieve the 
minimum volumes defined in Exhibit C may be grounds for termination of this 
agreement. With regard to Reseller's status as a Premier Partner, Publisher 
shall be entitled to evaluate Reseller's progress quarterly. In the event 
that Reseller fails to meet the Sales Quota for two (2) consecutive quarters, 
Publisher may notify Reseller in writing that Reseller has been placed on a 
minimum six (6) month probation as a Premier Partner. Reseller shall then 
submit to Publisher, within thirty (30) days of such notice, a satisfactory 
plan to meet the Sales Quota as a Premier Partner. If Publisher determines, 
in it's good faith discretion, that Reseller has not made satisfactory 
progress within the probation period, or has not met the applicable Sales 
Quota for four (4) consecutive quarters following the probation notice, then 
Publisher may terminate this agreement upon ten (10) days written notice to 
Reseller. If Reseller achieves the assigned Sales Quota for Premier Partner 
status for the following two (2) consecutive quarters, Reseller shall be 
re-instated as a Premier Partner.

     3.8 ORDERS.  Reseller shall prepare and submit orders to Publisher 
within two (2) business days of having received a valid order, contract or 
End-User License Agreement from an End-User customer. Reseller's orders shall 
be submitted (by written correspondence, electronic form, e-mail, or 
facsimile) using Publisher's standard order form consistent with the terms 
hereof and as otherwise approved by Publisher. Upon acceptance by Publisher, 
Reseller's orders shall constitute binding commitments to accept and pay for 
the number and type of Products stated therein, in accordance with the terms 
and conditions hereof. Any terms or conditions contained in Reseller's 
orders other than the number and type of Products that Reseller is ordering 
shall not be binding unless accepted in writing by Publisher. Any conflict 
between the terms and conditions of this Agreement and the terms and 
conditions of any order or other communication submitted by Reseller to 
Publisher shall be resolved in favor of the terms and conditions of this 
Agreement.

     3.9 END-USER DELIVERABLES.  Reseller agrees to provide each End-User 
with all Product warranty terms, limitations of liability, and license terms 
as defined and provided by Publisher. Reseller further agrees to deliver 
Products to each End-User in their entirety, reproduced accurately in their 
current release on quality materials and free from any and all defects in 
accordance with the original Products as provided by Publisher.

     3.10 RETURN OF PRODUCTS.  Reseller agrees to accept returns of opened 
Products that are defective provided the Publisher's Warranty covers same and 
Publisher performs all warranty obligations to Reseller. Opened Products that 
are returned to Reseller by its customers solely by reason of defects may be 
returned to Publisher, insured and shipping prepaid by Reseller, for 
processing in accordance with the warranty provisions of this Agreement.

     3.11 COMPLIANCE WITH LAWS.  Reseller warrants that it shall, at its own 
expense, (i) comply with any and all laws applicable to its activities and 
obligations under this Agreement and (ii) without limiting the generality of 
the foregoing, obtain and maintain in force at all times all licenses, 
registrations and other reports and authorizations applicable to Reseller's 
activities and obligations under this Agreement.

                                  SECTION 4
                        RESELLER INTERNAL-USE SOFTWARE

     4.1 DEVELOPER LICENSE.  During the term of this Agreement, Publisher 
grants Reseller a non-exclusive, non-transferable, royalty-free, software

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license of Product, which shall terminate with the termination of this 
Agreement (the "Developer License") for: (i) use in prototyping and/or 
developing custom applications; (ii) providing demonstrations to End-Users 
and potential End-Users; and (iii) testing and debugging such applications. 
This Developer License is for Reseller internal-use only and is limited to: 
(a) a single server license at each Authorized Location and; (b) a total of 
five (5) Call Center User Licenses. The Developer License is software only 
and does not include required hardware.

     4.2 RESELLER'S INTERNAL-USE LICENSE.  During the term of this Agreement 
Publisher shall license the Products to Reseller, pursuant to the execution 
of an End-User License Agreement, solely for Reseller's internal use (the 
"Reseller End-User License"). The Reseller End-User License shall survive 
termination of this Agreement. While this Agreement is in effect, Reseller 
may purchase non-exclusive, non-transferable, royalty-free, terminable 
Reseller End-User Licenses and maintenance at a discount of 50% on the 
then-current List Price as defined in the Reseller Price List. The Reseller 
End-User License is software only and does not include required hardware. 
Upon termination of this Agreement any further obligations of Publisher with 
respect to the Products subject to the Reseller End-User License shall be at 
the then-current List Price.

     4.3 DEMONSTRATION SOFTWARE.  Reseller may use multiple copies of each 
Product at any Authorized Location for demonstration purposes. Further, 
full-time representatives of Reseller may use copies of each Product in the 
field for demonstrations.

                                 SECTION 5
                     LEAD DISTRIBUTION AND REPORTING

     5.1 LEAD DISTRIBUTION.  Publisher may, at its discretion, transmit lead 
information to Reseller. Reseller agrees to take appropriate action regarding 
said leads within ten (10) business days of receipt of such information from 
Publisher. Should Reseller fail to act upon leads provided by Publisher, then 
Publisher reserves the right to reassign any such leads to another reseller, 
or act directly thereupon for its own benefit. Nothing herein obligates 
Publisher to provide lead information to Reseller, other than to Premier 
Partners as defined in Exhibit B.

     5.2 FOLLOW-UP REPORTS.  Reseller agrees to submit follow-up reports to 
Publisher, in a manner to be prescribed by Publisher, that explain the status 
of leads supplied to Reseller by Publisher.

     5.3 FORECAST REPORTS.  Reseller agrees to submit monthly revenue 
forecast reports to Publisher, in a manner prescribed by Publisher and as 
amended from time to time by Publisher, that detail the status of Reseller's 
prospective business for Publisher's products.

                                 SECTION 6
                            PRICING AND PAYMENT

     6.1 PROGRAM LICENSE FEE.  Reseller shall pay Publisher an annual Program 
License Fee according to the then-current Reseller Price List as defined by 
Publisher. Publisher reserves the right to amend the Reseller Price List at 
any time upon thirty (30) days prior written notice to Reseller. If Reseller 
and Publisher renew this Agreement (and executed Exhibits, if any), pursuant 
to Section 11.1 hereof, then the current Program License Fee shall be due and 
payable on each anniversary of the Effective Date. Reseller shall be 
responsible for paying any taxes


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applicable to such licenses, except those assessed on the net income of 
Publisher.

     6.2 RESELLER TRANSFER PRICE.  The Reseller Transfer Price shall be in 
accordance with Publisher's then-current Reseller Price List (referred to 
herein as "Reseller Transfer Price"). All published prices are transfer 
prices only. Publisher may increase or decrease its Reseller Transfer Prices 
at any time upon thirty (30) days prior written notice to Reseller. Any such 
change will apply to purchase orders placed with Publisher after the 
effective date of such change. Reseller shall have the benefit of any price 
decrease on accepted orders the scheduled shipment date for which is at least 
thirty (30) days following the effective date of the price decrease, and 
provided Reseller submits a change order notice to Publisher to effect such 
change.

     6.3 PAYMENT TERMS.  All payments hereunder shall be made in U.S. 
dollars within thirty (30) days from date of invoice. Late payments, except 
as excluded in paragraph 7.3, are subject to a late payment charge of two 
percent (2%) per month. Reseller shall receive a discount of one and one-half 
(1 1/2%) from the then-applicable Transfer Price if Reseller's Order, as 
submitted in accordance with Section 3.8 hereof, is accompanied by payment 
for such order.

     6.4 TAXES.  Reseller shall be responsible for, and shall hold Publisher 
harmless from, the payment of any taxes applicable with respect to the 
Products provided hereunder, except for taxes imposed on the net income of 
Publisher. Reseller shall provide Publisher with a current copy of Reseller's 
permit showing that sales of Products to Reseller hereunder are exempt from 
any state or local sales or use tax.

                                  SECTION 7
                      PUBLISHER'S DELIVERY OF PRODUCTS

     7.1 SHIPMENT AND PACKING.  Unless otherwise agreed, Publisher shall, at 
its expense, promptly fill Reseller orders and package Products in accordance 
with Publisher's customary procedures. Reseller shall bear sole 
responsibility for all other costs and expenses associated with shipment of 
Products. Unless Reseller designates a preferred carrier, shipment shall be 
by a carrier selected by Publisher. Products shall be shipped F.O.B. point of 
shipment. Risk of loss of the tangible embodiment of the Products shall pass 
to Reseller at the time of delivery to Reseller.

     7.2 INVOICES.  Publisher shall invoice Reseller upon receipt of order 
for all Products ordered or upon shipment, whichever is later.

     7.3 DELIVERY.  Publisher shall devote reasonable efforts to ship the 
Products within ten (10) days after receipt and acceptance of the order 
pertaining to such Products.

                                  SECTION 8
                       PROPRIETARY RIGHTS OF PUBLISHER

     8.1 NO TRANSFER OF RIGHTS.  All use of the Products by Reseller shall be 
subject to the terms and conditions of the End-User License Agreement 
included with each Product. This Agreement shall not be construed to grant to 
Reseller any right, title, or interest in any intellectual property rights 
embodied in or associated with the Products or any right to copy or modify 
the Products except as set-forth in this Agreement. Under no circumstances 
shall Reseller decompile the object code portion of the Products to a source 
code version.


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     8.2  PROHIBITION ON LOANS OR ACCESS.  Reseller agrees not to loan, rent, 
or provide access to the Products, for a fee or otherwise, to any third party 
for the purpose of any execution, use, or copying of such Products not 
authorized by the End-User License included with each Product.

     8.3  SURVIVAL OF PROVISIONS.  The provisions of this Section 8 shall 
survive termination of this Agreement for any reason.


                               SECTION 9
         LIMITED WARRANTY; LIMITATION OF LIABILITIES AND REMEDIES

     9.1  SCOPE OF WARRANTY; DISCLAIMER.  Publisher warrants that, for the 
term of one year from the execution of this Agreement and in accordance with 
Section 9.4 hereof, the Products shall conform to the technical and 
operational specifications set forth in its then-current Product 
specifications, and shall be free in material respects from defects in 
material and workmanship; provided, however, that the foregoing warranties 
are expressly contingent (and shall otherwise be void) upon installation and 
use of the Products strictly in accordance with such specifications and 
without Reseller's misuse, damage, alteration, or modification thereto. 
Publisher further warrants that it owns or has the right to license the 
Products and enter into this Agreement. Warranty on any third party products 
provided to Reseller by Publisher will be provided by the original 
manufacturer of those products. THE WARRANTIES SET FORTH IN THIS SECTION 9.1 
ARE IN LIEU OF ALL OTHER WARRANTIES AND PUBLISHER DISCLAIMS ALL OTHER 
WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY 
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

     9.2  EXCLUSIVE REMEDY. As Reseller's exclusive remedy for any defect or 
nonconformity in the Product, Publisher shall at Publisher's expense, 
promptly repair or replace the Products containing such defect or 
nonconformity (referred to hereinafter as "Affected Products"). In 
furtherance of such undertaking, if Reseller reasonably believes that any 
Product contains a defect or nonconformity for which Publisher is 
responsible, Reseller shall inform Publisher of the nature of such defect or 
nonconformity in reasonable detail and shall request authorization from 
Publisher to return the Affected Products to Publisher for repair or 
replacement. All Products so returned shall be shipped prepaid to Publisher's 
facility or authorized service center. If Publisher fails to repair or 
replace the Affected Products within a reasonable time after Reseller has so 
returned them to Publisher, Reseller shall be entitled to repayment or credit 
of the original price of the defective or nonconforming Product as its 
exclusive further remedy.

     9.3  LIMITATION OF LIABILITY.  The liability of Publisher to Reseller 
for any claim whatsoever related to the Products or this Agreement, including 
any cause of action sounding in contract, tort, or strict liability, shall 
not exceed the total amount of payments made to Publisher hereunder in 
connection with the individual sale from which the claim arose. Regardless of 
any other breach hereunder or any other claim by Reseller against Publisher, 
Publisher in no event shall be liable to Reseller for any loss of profits; 
any incidental, special, exemplary, or consequential damages; or any claims 
or demands brought against Reseller by any other party (except as 
specifically provided in Section 9 hereof), regardless of whether Publisher 
has been previously advised of the possibility of such claims or demands. The 
foregoing limitation shall not apply in the event of willful misconduct by 
Reseller in connection with misappropriation, disassembling, decompiling or 
reverse engineering of any of the Products, or any portion thereof, by 
Reseller, or willful misconduct by Publisher in connection with its 
obligations hereunder.

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     9.4  REPORTING OF WARRANTY CLAIMS.  Reseller shall report all claims 
based on breach of Section 9.1 hereof, including all defects or 
non-conformities in the Products, to Publisher within the warranty period. In 
its report to Publisher, Reseller shall describe the nature of its claim in 
reasonable detail and shall specifically identify all Affected Products and, 
if such claim arose after Reseller's delivery of such Products to its 
customers, the identity of the customers having purchased any Affected 
Products and the date of delivery or shipment of such Products by Reseller to 
such customers. Reseller shall be entitled to no remedy at law or equity with 
respect to any claim that Reseller has failed to report within such 
limitations period.

     9.5  WARRANTY TO END-USERS.  Warranties and limitations on warranties 
and related license terms respecting undertakings to End-Users of the 
Products shall be as set forth in the End-User License Agreement included 
with the Products, which warranties shall be no less extensive than as 
contained herein, and which limitations on warranties shall be no less 
restrictive than as contained herein. Reseller shall be entitled to assert 
any breach of warranty claims that an End-User might have on behalf of that 
End-User during the period in which End-User is covered by the warranty of 
Publisher.

                              SECTION 10
                             INDEMNITIES

     10.1  INDEMNITY BY PUBLISHER.  Notwithstanding any other provision of 
this Agreement, Publisher hereby indemnifies and shall hold harmless Reseller 
from and against any claim, actions, costs, losses, and liabilities 
(including, without limitation, reasonable attorney's fees) arising from 
allegations that the Products supplied hereunder infringe any U.S. patent, 
trademark, copyright or trade secret rights of any third party, and Publisher 
shall pay resulting reasonable costs, damages, and attorney fees finally 
awarded by a court of competent jurisdiction.

     10.2  INDEMNITY BY RESELLER.  Reseller hereby indemnifies and shall hold 
harmless Publisher from and against any and all claims, actions, costs, 
losses, and liabilities based on or arising out of (i) any false or 
misleading statements made by or on behalf of Reseller to an End-User with 
respect to the Products, except for statements that are a direct and correct 
reference to information in the Product documentation and marketing materials 
provided by Publisher, or (ii) any willful misconduct in connection with 
the misappropriation, disassembling, decompiling, or reverse engineering of 
any of the Products, or any portion thereof, by Reseller, or (iii) any 
willful misconduct by Reseller constituting a material breach or violation 
hereof by Reseller, and Reseller shall pay resulting reasonable costs, 
damages, and attorney fees finally awarded by a court of competent 
jurisdiction.

     10.3  CONDITIONS TO INDEMNIFICATION.  The foregoing indemnities are in 
addition to rights otherwise arising hereunder, but shall be expressly 
contingent on (i) the party seeking indemnify providing prompt notice to the 
indemnifying party of any claim, demand, or cause of action for which 
indemnity is sought and (ii) the indemnifying party shall fully control the 
defense, negotiations or settlement of any and all claims, demands, or 
actions.

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                                SECTION 11
                           TERM AND TERMINATION

     11.1  TERM OF AGREEMENT.  This Agreement shall commence on the Effective 
Date, and shall continue for the period of two years (the "Initial Term"). 
The Program License Fee will remain annual and will be invoiced annually. All 
Exhibits initially or subsequently executed by both parties as relate to this 
Agreement shall become effective as of the date such Exhibits are accepted by 
Publisher. This Agreement shall be extended automatically for successive one 
(1) year terms unless one party notifies the other in writing of termination 
at least 6 months prior to the anniversary date hereof. Notwithstanding the 
foregoing, Publisher may assign Reseller a revised annual Sales Quota, 
established in good faith and consistent with revisions applicable to other 
resellers at the same Program Level, in writing for each succeeding one (1) 
year term.

     11.2  TERMINATION FOR CAUSE.  Either party may terminate this Agreement 
if the other party commits a material breach of any of the terms hereof which 
is subject to cure by providing the other party with 30 days' written notice 
of such termination, including the nature of the breach upon which such 
notice is based. If the party receiving such notice cures the alleged breach 
within said 30-day period, the notice shall be deemed null and void. 
Notwithstanding the above, this Agreement shall terminate immediately without 
notice in the event of any of the following: (i) Reseller reverse engineers, 
disassembles or decompiles any Product to a source code version, or attempts 
the same; or (ii) Reseller impermissibly transfers or assigns its rights or 
rights to the Products.

     11.3  CONTINUING OBLIGATIONS.  Notwithstanding termination or expiration 
in the Agreement, Reseller's obligation to pay for all Products provided 
hereunder shall continue. Any obligations, duties, or rights that by their 
nature extend beyond the expiration or termination of this Agreement, 
including Reseller's right to provide support, maintenance, development, 
upgrades and enhancements to Products, shall survive any expiration or 
termination and remain in effect and Publisher shall provide such technical 
support as may be reasonably required at Publisher's then-current fee 
structure to enable Reseller to exercise such rights for inventory on hand at 
time of notice of termination.

                               SECTION 12
                             MISCELLANEOUS

     12.1  NOTICES.  All notices, demands, or other communications between 
the parties hereunder shall be in writing (by mail or facsimile) or 
electronic transmission as and when permitted by this agreement, postage or 
transmission costs prepaid, and shall be addressed to the parties at their 
Notice Addresses set forth below. All such notices, orders, acceptances and 
communications shall be deemed properly given when received by the party to 
whom it is addressed. 

Until changed by written notice given in accordance with the terms of this 
Agreement, the Notice Addresses of the parties shall be as follows:

                                      9


<PAGE>
<TABLE>
<CAPTION>

PUBLISHER:                                     RESELLER:
<S>                                            <C>
Interactive Intelligence, Inc.                 NHANCEMENT Technologies Inc.
3500 Depauw Blvd., Suite 1060                   39420 Liberty St., Suite 250
Indianapolis, IN 46268                         Fremont, CA 94538
Phone No. : 317-872-3000 x134                  Phone No.: 510-744-3333
Fax No.: 317-872-3000                          Fax No.: 510-744-3388
E-mail: miken@inter-intelli.com                E-mail: dougzorn@NHAN.com
                                                       ilinkous@voiceplus.com
Attention: Director, Channel Dev.              Attention: Douglas Zorn, Exec Vice
                                                             President & CFO
                                                          James Linkous, Vice
                                                             President, Sales
</TABLE>

     12.2  TRADEMARKS.  All trademarks, service marks, trade names, logos or 
other works or symbols identifying the Publisher's Products or business (the 
"Marks") are and will remain the exclusive property of the Publisher or its 
licensors, whether or not specifically recognized or perfected under the laws 
of the United States, or elsewhere. Reseller will not take any action that 
jeopardizes Publisher or its licensors' proprietary rights or acquire any 
rights in the Marks, except the limited use rights verified in this 
Agreement. Reseller will not register, directly or indirectly, any 
trademarks, service marks, trade names, copyrights, company name or other 
proprietary or commercial right which is identical or confusingly similar to 
the Marks.

     Reseller may identify itself as an "Interactive Intelligence Reseller 
Partner" or "Premier Partner," as applicable, and use the Marks designed by 
Publisher in designation of the program in the United States and/or Canada in 
connection with Reseller's activities under this Agreement. The appropriate 
trademark symbol, either "-TM-" (standard trademark) or "-Registered 
Trademark-" (registered trademark), shall be used whenever Publisher's 
product name is mentioned in any advertisement, brochure, or material 
circulated or published in any form whatsoever by Reseller. The appropriate 
trademark symbol must be used in conjunction with, at least, the first 
reference to each Publisher product in all Reseller circulation or 
publications. Publisher reserves the right to amend any Mark and agrees to 
notify Reseller of any such amendments that are relevant to Reseller's 
business. 

     Publisher reserves the right to require Reseller to submit all related 
Product advertising and marketing material to Publisher for review and 
approval prior to use. Publisher also reserves the right to require Reseller 
to discontinue use of any such advertising and marketing materials that 
Publisher reasonably believes will have a detrimental effect on Publisher's 
business.

     12.3  CONFIDENTIALITY.  Each party agrees that all source code, 
inventions, algorithms, and know-how it obtains from the other, as well as 
all other business, technical and financial information it obtains from the 
other are the confidential property of the disclosing party ("Proprietary 
Information"). Proprietary Information shall also include other information, 
whether written or oral, that by its nature is such that the parties, being 
sensitive to the need to protect the confidential information of the other, 
should inquire as to its confidential status (unless upon inquiry the party 
is advised that the information is not confidential). Except as expressly 
allowed herein, the receiving party will hold in confidence and not use or 
disclose any Proprietary Information except to employees for whom access is 
necessary in order to perform their jobs in accordance with the purposes of 
this Agreement, and even then all

                                   10
<PAGE>

such employees shall be subject to written agreements similarly binding them. 
Notwithstanding the foregoing, Proprietary Information shall not include any 
information which (i) is or falls within the public domain without fault of 
the recipient (ii) is hereafter rightfully obtained by the recipient from a 
third party without breach of any obligation to the disclosing party; (iii) 
the recipient independently develops by employees without access to or the 
benefit of any Proprietary Information as shown by documentary evidence; or 
(iv) is produced in compliance with applicable law or the requirement of any 
judicial, legislative or regulatory authority, provided that the recipient 
first gives the disclosing party written notice of such law or order in order 
that the disclosing party may have an opportunity to object and/or attempt to 
limit such production.

     12.4 NO ASSIGNMENT.  Reseller shall not assign this Agreement without 
the prior written consent of Publisher other than to a successor for 
substantially all its business, providing that such successor is not a direct 
competitor of Publisher as determined in the sole discretion of Publisher. 
Any such impermissible attempt by Reseller to assign any of the rights, 
duties, or obligations of this Agreement without such consent is void.

     12.5 SEVERABILITY.  If any provision or provisions of this Agreement 
shall be held to be invalid, illegal, or unenforceable, the validity, 
legality, and enforceability of the remaining provisions shall not in any way 
be affected or impaired thereby. 

     12.6 APPLICABLE LAW AND CONSENT TO JURISDICTION.  This Agreement shall 
be deemed to be made in the State of Indiana and shall in all respects be 
interpreted, construed, and governed by and in accordance with the laws of 
the State of Indiana without regard to principles of conflicts of law.

     12.7 INDEPENDENT CONTRACTORS.  The parties to this Agreement are 
independent contractors and are not partners, co-venturers, agents or 
representatives of each other. Neither party shall have the power to bind the 
other, nor shall either party misstate or misrepresent its relationship 
hereunder.

     12.8 NO WAIVER.  Neither party shall, by mere lapse of time, without 
giving notice or taking other action hereunder, be deemed to have waived any 
breach by the other party of any of the provisions of this Agreement. 
Further, the waiver by either party of a particular breach of this Agreement 
by the other shall not be construed as nor constitute a continuing waiver of 
such breach or of breaches of the same or other provisions of this Agreement.

     12.9 FORCE MAJEURE.  Neither party shall be in default if its failure to 
perform any obligation hereunder is caused solely by supervening conditions 
beyond that party's reasonable control; provided, however, that in order to 
avail itself of the excuse from performance under this Section, the party 
seeking such excuse shall demonstrate diligence in attempting to remedy any 
such supervening conditions.

     12.10 EXHIBITS.  All exhibits referred to in and attached to this 
Agreement are a part of this Agreement and are incorporated herein by 
reference.

     12.11 ENTIRE AGREEMENT.  The parties hereto acknowledge that this 
Agreement is the complete and exclusive statement of their agreement and 
supersedes all prior understandings and other communications between the 
parties relating hereto. This Agreement may be amended only by a subsequent

                                   11
<PAGE>

writing that specifically refers to this Agreement and that is signed by both 
parties.

     12.12 RESELLER'S APPROVAL.  As long as Reseller is performing in 
accordance with assigned quotas, Publisher will not license into the I3 
Reseller Program, any organization, which has been established with Voice 
Plus employees as its principals, for a period of one (1) year from the 
termination date of said employee without the prior written consent of 
VoicePlus.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed 
by their respective duly authorized representatives as set for forth below.

<TABLE>
<CAPTION>

[PUBLISHER]                                     [RESELLER]
<S>                                              <C>
INTERACTIVE INTELLIGENCE, INC.                   NHANCEMENT TECHNOLOGIES INC.

By:                                              By: /s/ Douglas S. Zorn
   -------------------------------                  -----------------------------
Name:                                            Name:  Douglas S. Zorn
     -----------------------------                     --------------------------
Title:                                           Title:  Executive VP & CFO
      ----------------------------                     --------------------------
Date:                                            Date:    July 8, 1998
      --------------------, 19 ---                     --------------------------

</TABLE>
                                       12


<PAGE>
                                  EXHIBIT A
                       RESELLER'S AUTHORIZED LOCATIONS

Reseller designates the following as outlets to be approved by Publisher as 
Authorized Locations for marketing, selling, and supporting Publisher's 
Products (attach list if more than six):

                  SEE ATTACHMENT A FOR ADDITIONAL LOCATIONS

Location Name/Number:_________________  Location Name/Number:_________________
         Voice Plus                     ______________________________________
                                        Name
         39420 Liberty Street           ______________________________________
               Fremont, CA 94538        Street Address
                                        ______________________________________
                                        City, State, Zip Code
Phone Number 510-744-3301               ______________________________________
                                        Telephone Number
Contact James Linkous                   ______________________________________
                                        Contact
E-mail Jlinkous@voiceplus.com           ______________________________________
                                        E-mail

Location Name/Number:_________________  Location Name/Number:_________________
______________________________________  ______________________________________
Name                                    Name
______________________________________  ______________________________________
Street Address                          Street Address
______________________________________  ______________________________________
City, State, Zip Code                   City, State, Zip Code
______________________________________  ______________________________________
Telephone Number                        Telephone Number
______________________________________  ______________________________________
Contact                                 Contact
______________________________________  ______________________________________
E-mail                                  E-mail

Location Name/Number:_________________  Location Name/Number:_________________
______________________________________  ______________________________________
Name                                    Name
______________________________________  ______________________________________
Street Address                          Street Address
______________________________________  ______________________________________
City, State, Zip Code                   City, State, Zip Code
______________________________________  ______________________________________
Telephone Number                        Telephone Number
______________________________________  ______________________________________
Contact                                 Contact
______________________________________  ______________________________________
E-mail                                  E-mail

                                       13
<PAGE>
                                   EXHIBIT B
                           "PREMIER PARTNER" TERMS

By agreeing to and observing the terms and conditions of this "Premier 
Partner" Exhibit, Reseller shall be designated at the Program Level of 
"Premier Partner".

                                 SECTION B-1
                RESELLER'S OBLIGATIONS AS A "PREMIER PARTNER"

     B-1.1  REQUIREMENTS COMMITMENT.  Reseller shall, during the term hereof, 
seek to procure from Publisher Reseller's entire requirements for products of 
a same or similar type as the Products, except to the limited extent Reseller 
is unable to satisfy its requirements for such products by obtaining Products 
from Publisher.

     B-1.2  SALES PROFESSIONALS.  Reseller warrants that at all times it will 
employ a sufficient number of, but in no event less than two (2), full-time 
sales professionals that market and sell the Products, subject to the need 
from time to time to train replacements for former or disabled employees. 
Reseller further warrants that it will maintain at least one (1) sales 
professional that markets and sells the Products at each Authorized Location 
located more than 250 miles from Reseller's principal offices.

     B-1.3  CERTIFIED TECHNICAL PERSONNEL.  Reseller warrants that at all 
times it will employ a sufficient number of, but in no event less than four 
(4), full-time technicians trained and certified by Publisher on the 
Products, subject to the need from time to time to train replacements for 
former or disabled employees. Reseller shall bear the expense of such 
training including travel, lodging, and personnel costs of Reseller's 
employees.

                                SECTION B-2
                       RESELLER INTERNAL-USE SOFTWARE

    B-2.1  RESELLER INTERNAL-USE LICENSE.  Upon execution of this Exhibit, 
Publisher grants Reseller a non-exclusive, non-transferable, royalty-free, 
terminable software license of Product (the "Reseller Internal-Use License") 
for internal-use only and limited to; (i) a single EIC Server Bundle license 
for use at one (1) location and; (ii) a total of thirty (30) station and 
corresponding Business User Plus workstation licenses. The delivery of the 
Reseller Internal-Use License by Publisher is subject to the execution by 
Reseller of an End-User License Agreement which shall contain the terms and 
conditions of the Reseller End-User License. The Reseller End-User License is 
software only and does not include required hardware. Reseller may purchase 
additional licenses for internal-use at a discount of 50% of the then-current 
List Price as defined in Section 4.2 of this Agreement.

                                 SECTION B-3
                                 SALES QUOTA

    B-3.1  SALES QUOTA.  Reseller acknowledges that a failure to achieve the 
Sales Quota defined in Exhibit C may be grounds for termination as a "Premier 
Partner" and related benefits and reassignment to the "Reseller Partner" 
level, but shall not constitute a breach or default.

                                       14
<PAGE>

    IN WITNESS WHEREOF, the parties have caused this Exhibit B to be executed 
by their duly authorized representatives.

[Publisher]                             [Reseller]
Interactive Intelligence, Inc.          NHancement Technologies Inc.


______________________________________  /s/ Douglas S. Zorn
Signature                               --------------------------------------
                                        Douglas S. Zorn
______________________________________  Executive Vice President & CFO
Title

______________________________________  July 8, 1998
Date


                                       15

<PAGE>

                                  EXHIBIT C
                             RESELLER SALES QUOTA

Reseller shall maintain a minimum quarterly purchase volume during the term 
of this Agreement (the "Sales Quota"). The Sales Quota is subject to change 
and may be adjusted by Publisher upon renewal of this Agreement.

Following is the minimum quarterly and annual Sales Quota assigned to 
Reseller under the terms and conditions of this Agreement:

VOICE PLUS--FREMONT________________________________VOICE PLUS--DALLAS______
Location Name/Number                            Location Name/Number
1st Q $100K                                     1st Q $ 0K
           -------------                               ----------------------
2nd Q $100K_150K                                2nd Q $ 0K
                -------------                          ----------------------
3rd Q $150K_250K                                3rd Q $ 50K
                -------------                          ----------------------
4th Q $250K_250K                                4th Q $ 50K
                -------------                          ----------------------

VOICE PLUS--ARIZONA________________________________VOICE PLUS--UTAH______
Location Name/Number                            Location Name/Number
1st Q $   0K                                    1st Q $ 0K
            ---  ----------                            ----------------------
2nd Q $   0K                                    2nd Q $ 0K
            ------  -------                            ----------------------
3rd Q $  50K                                    3rd Q $ 50K
            ---------  ----                            ----------------------
4th Q $  50K                                    4th Q $ 50K
            -------------                              ----------------------

VOICE PLUS--NEW YORK_______________________________VOICE PLUS--GEORGIA______
Location Name/Number                            Location Name/Number
1st Q $   0K                                    1st Q $ 0K
            ---  ----------                            ----------------------
2nd Q $   0K                                    2nd Q $ 0K
            ------  -------                            ----------------------
3rd Q $  50K                                    3rd Q $ 50K
            ---------------                            ----------------------
4th Q $  50K                                    4th Q $ 50K
            -------------                              ----------------------

TOTAL SALES QUOTA:                                  = $ 1,250,000
                                                       ----------------------

***As an incentive to increase the productivity in all remote locations, 
Reseller is hereby granted three (3) additional training credits for the 
first year only. Note: Questions: These are wholly owned subsidiaries or 
controlled affiliates. Billing will be centralized through NHancement 
Technologies Inc. in Fremont, CA. Sales quotas can be aggregated and/or
allocated
     IN WITNESS WHEREOF, the parties have caused this Exhibit to be executed 
by their duly authorized representatives.

[Publisher]                                   [Reseller]
Interactive Intelligence, Inc.                NHancement Technologies Inc.

                                              /s/ Douglas S. Zorn
----------------------------------            --------------------------------
Signature                                     Signature
                                              Douglas S. Zorn
----------------------------------            ---------------
----------------------------------
Name                                          Name

----------------------------------
    CFO
       ----------------------------------   
Title                                         Title  EXEC. VP & CFO

----------------------------------            --------------------------------
Date                                          Date   July 8, 1998


                                      16

<PAGE>

Exhibit A Attachment


Voice Plus
EXHIBIT A ATTACHMENT



Voice Plus
39420 Liberty St., Suite 250
Fremont, CA 94538

Voice Plus
-----------------------------
8502 E. Via de Ventura, Suite 221
Scottsdale, AZ 85258

Voice Plus
1398 Linfield Drive
Roseville, CA 95678

Voice Plus
342 Madison Ave., Suite 1425
New York, NY 10173-2002

Voice Plus
5485 Belt Line Road, Suite 395
Dallas, TX 75240

Voice Plus
3607 S. Royal Scott Drive
West Valley, UT 84128

Voice Plus
10145 Bluejack Court
Roswell, GA 30076

Voice Plus
316 S. 52nd Street, Suite 106
Tempe, AZ 85281

Voice Plus
116 North Page Street
Portland, OR 97227


                                      17