<PAGE>

                      AMENDED AND RESTATED CREDIT AGREEMENT

      THIS AMENDED AND RESTATED AGREEMENT (this "Agreement") is entered into as
of June 3, 2004, by and between INTERVOICE, INC., a Texas Corporation
("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").

                                     RECITAL

      WHEREAS, Borrower and Bank have previously entered into that certain
Credit Agreement dated January 26, 2004 (the "Original Credit Agreement").

      WHEREAS, in connection with the Original Credit Agreement, Borrower
executed (a) that certain Security Agreement: Equipment dated January 26, 2004
in favor of Bank (the "Equipment Security Agreement"), (b) that certain Security
Agreement: Securities Account, including the Addendum to Security Agreement:
Securities Account, dated January 26, 2004 in favor of Bank (the "Securities
Account Security Agreement"), (c) that certain Continuing Security Agreement:
Rights to Payment and Inventory dated January 26, 2004 in favor of Bank (the
"Payment and Inventory Security Agreement") and (d) that certain Securities
Account Control Agreement dated January 26, 2004 in favor of Bank (the
"Securities Account Control Agreement") (the Equipment Security Agreement, the
Securities Account Security Agreement, the Payment and Inventory Security
Agreement and the Securities Account Control Agreement, collectively, the
"Existing Security Documents").

      WHEREAS, Borrower has requested that Bank continue and extend additional
credit to Borrower as described below, and Bank has agreed to provide such
credit to Borrower on the terms and conditions contained herein.

      NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Bank and Borrower hereby agree as follows:

                                   ARTICLE I
                                  CREDIT TERMS

      SECTION 1.1. LINE OF CREDIT.

            (a) Line of Credit. Subject to the terms and conditions of this
Agreement, Bank hereby agrees to make advances to Borrower from time to time up
to and including January 31, 2007, not to exceed at any time the aggregate
principal amount of Five Million Five Hundred Thousand Dollars ($5,500,000.00)
("Line of Credit"), the proceeds of which shall be used for working capital.
Borrower's obligation to repay advances under the Line of Credit shall be
evidenced by a promissory note (as amended, restated or modified from time to
time, the "Line of Credit Note"), all terms of which are incorporated herein by
this reference.

            (b) Limitation on Borrowings. Outstanding borrowings under the Line
of Credit, to a maximum of the principal amount set forth above, shall not at
any time exceed an aggregate of seventy percent (70%) of Borrower's eligible
accounts receivable plus $2,750,000.00 of cash collateral (the "Borrowing
Base"). All of the foregoing shall be determined by Bank upon receipt and review
of all collateral reports required hereunder and such
<PAGE>
other documents and collateral information as Bank may from time to time
require. Borrower acknowledges that said borrowing base was established by Bank
with the understanding that, among other items, the aggregate of all returns,
rebates, discounts, credits and allowances for the immediately preceding three
(3) months at all times shall be less than five percent (5%) of Borrower's gross
sales for said period. If such dilution of Borrower's accounts for the
immediately preceding three (3) months at any time exceeds five percent (5%) of
Borrower's gross sales for said period, or if there at any time exists any other
matters, events, conditions or contingencies which Bank reasonably believes may
affect payment of any portion of Borrower's accounts, Bank, in its sole
discretion, may reduce the foregoing advance rate against eligible accounts
receivable to a percentage appropriate to reflect such additional dilution
and/or establish additional reserves against Borrower's eligible accounts
receivable.

      As used herein, "eligible accounts receivable" shall consist solely of
trade accounts created in the ordinary course of Borrower's business, upon which
Borrower's right to receive payment is absolute and not contingent upon the
fulfillment of any condition whatsoever, and in which Bank has a perfected
security interest of first priority, and shall not include:

                  (i) any account which is more than ninety (90) days past due;

                  (ii) that portion of any account for which there exists any
            right of setoff, defense or discount (except regular discounts
            allowed in the ordinary course of business to promote prompt
            payment) or for which any defense or counterclaim has been asserted;

                  (iii) any account which represents an obligation of any state
            or municipal government or of the United States government or any
            political subdivision thereof (except accounts which represent
            obligations of the United States government and for which the
            assignment provisions of the Federal Assignment of Claims Act, as
            amended or recodified from time to time, have been complied with to
            Bank's satisfaction);

                  (iv) any account which represents an obligation of an account
            debtor located in a country other than the United States or any of
            the following Canadian provinces: Alberta, British Columbia,
            Manitoba, Ontario, Saskatchewan and the Yukon Territory, except to
            the extent any such account, in Bank's determination, is supported
            by a letter of credit or insured under a policy of foreign credit
            insurance, in each case in form, substance and issued by a party
            acceptable to Bank;

                  (v) any account which arises from the sale or lease to or
            performance of services for, or represents an obligation of, an
            employee, affiliate, partner, member, parent or subsidiary of
            Borrower;

                  (vi) that portion of any account which represents interim or
            progress billings or retention rights on the part of the account
            debtor;


                                      -2-
<PAGE>
                  (vii) any account which represents an obligation of any
            account debtor when twenty percent (20%) or more of Borrower's
            accounts from such account debtor are not eligible pursuant to (i)
            above;

                  (viii) that portion of any account from an account debtor
            which represents the amount by which Borrower's total accounts from
            said account debtor exceeds twenty-five percent (25%) of Borrower's
            total accounts;

                  (ix) any account deemed ineligible by Bank when Bank, in its
            sole discretion, deems the creditworthiness or financial condition
            of the account debtor, or the industry in which the account debtor
            is engaged, to be unsatisfactory.

            (c) Letter of Credit Subfeature. As a subfeature under the Line of
Credit, Bank agrees from time to time during the term thereof to issue or cause
an affiliate to issue Commercial/Standby letters of credit for the account of
Borrower (each, a "Letter of Credit" and collectively, "Letters of Credit");
provided however, that the aggregate undrawn amount of all outstanding Letters
of Credit shall not at any time exceed Two Million Dollars ($2,000,000.00). The
form and substance of each Letter of Credit shall be subject to approval by
Bank, in its sole discretion. No Letter of Credit shall have an expiration date
subsequent to the maturity date of the Line of Credit. The undrawn amount of all
Letters of Credit shall be reserved under the Line of Credit and shall not be
available for borrowings thereunder. Each Letter of Credit shall be subject to
the additional terms and conditions of the Letter of Credit agreement,
applications and any related documents required by Bank in connection with the
issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an
advance under the Line of Credit and shall be repaid by Borrower in accordance
with the terms and conditions of this Agreement applicable to such advances;
provided however, that if advances under the Line of Credit are not available,
for any reason, at the time any draft is paid, then Borrower shall immediately
pay to Bank the full amount drawn, together with interest thereon from the date
such drawing is paid to the date such amount is fully repaid by Borrower, at the
rate of interest applicable to advances under the Line of Credit. In such event
Borrower agrees that Bank, in its sole discretion, may debit any account
maintained by Borrower with Bank for the amount of any such drawing.

            (d) Borrowing and Repayment. Borrower may from time to time during
the term of the Line of Credit borrow, partially or wholly repay its outstanding
borrowings without penalty or premium (other than costs incurred in terminating
any LIBOR tranche prior to the end of the applicable LIBOR period), and
reborrow, subject to all of the limitations, terms and conditions contained
herein or in the Line of Credit Note; provided however, that the total
outstanding borrowings under the Line of Credit shall not at any time exceed the
maximum principal amount available thereunder, as set forth above.

      SECTION 1.2. TERM LOAN.

            (a) Term Loan. Subject to the terms and conditions of this
Agreement, Bank hereby agrees to make a loan to Borrower in the principal amount
of Eight Million Dollars ($8,00,000.00) ("Term Loan"), the proceeds of which
shall be used for the long-term financing of certain real property located at
the headquarters of the Borrower. Borrower's obligation to


                                      -3-
<PAGE>
repay the Term Loan shall be evidenced by a promissory note (as amended,
restated or modified from time to time, the "Term Note"), all terms of which are
incorporated herein by this reference. Bank's commitment to grant the Term Loan
shall terminate on June 3, 2004.

            (b) Voluntary Prepayment. Borrower may prepay principal on the Term
Loan solely in accordance with the provisions of the Term Note.

      SECTION 1.3. INTEREST/FEES.

            (a) Interest. The outstanding principal balance of each credit
subject hereto shall bear interest, and the amount of each drawing paid under
any Letter of Credit shall bear interest from the date such drawing is paid to
the date such amount is fully repaid by Borrower, at the rate of interest set
forth in each promissory note or other instrument or document executed in
connection therewith.

            (b) Computation and Payment. Interest shall be computed on the basis
of a 360-day year, actual days elapsed, unless such calculation would result in
a usurious rate, in which case interest shall be computed on the basis of a
365/366-day year, as the case may be, actual days elapsed. Interest shall be
payable at the times and place set forth in each promissory note or other
instrument or document required hereby.

            (c) Commitment Fee. Borrower shall pay to Bank a non-refundable
commitment fee ("Commitment Fee") for the Term Loan equal to $40,000.00, which
fee shall be due and payable in full on the date of this Agreement.

            (d) Unused Commitment Fee. Borrower shall pay to Bank a fee equal to
one quarter percent (0.25%) per annum (computed on the basis of a 360-day year,
actual days elapsed) on the average daily unused amount of the Line of Credit,
which fee shall be calculated on a quarterly basis by Bank and shall be due and
payable by Borrower in arrears within ten (10) days after each billing is sent
by Bank.

            (e) Letter of Credit Fees. Borrower shall pay to Bank (i) fees upon
the issuance of each Letter of Credit equal to one percent (1.00%) per annum
(computed on the basis of a 360-day year, actual days elapsed) of the face
amount thereof, and (ii) fees upon the payment or negotiation of each drawing
under any Letter of Credit and fees upon the occurrence of any other activity
with respect to any Letter of Credit (including without limitation, the
transfer, amendment or cancellation of any Letter of Credit) determined in
accordance with Bank's standard fees and charges then in effect for such
activity.

      SECTION 1.4. COLLECTION OF PAYMENTS. Borrower authorizes Bank to collect
all principal, interest and fees due under each credit subject hereto by
charging Borrower's deposit account number 4000064972 with Bank, or any other
deposit account maintained by Borrower with Bank, for the full amount thereof.
Should there be insufficient funds in any such deposit account to pay all such
sums when due, the full amount of such deficiency shall be immediately due and
payable by Borrower.


                                      -4-
<PAGE>
      SECTION 1.5. COLLATERAL.

      As security for all indebtedness of Borrower to Bank subject hereto,
Borrower (i) is granting to Bank security interests of first priority in real
property located in Collin County, Texas (the "Real Property"), pursuant to and
as more particularly described in that certain Deed of Trust executed by
Borrower in favor of Bank dated the date of this Agreement (the "Deed of
Trust"), and (ii) hereby reaffirms its previous grant of security interests of
first priority in all Borrower's accounts receivable and other rights to
payment, general intangibles, inventory, equipment, and a Securities Account
held at Wells Fargo Brokerage Services, LLC., Account # 12718300 pursuant to the
applicable Existing Security Documents (the "Existing Security Interests") (the
Real Property and the Existing Security Interests, collectively, the
"Collateral").

      All of the foregoing shall be evidenced by and subject to the terms of the
Deed of Trust, the Existing Security Documents and such other security
agreements, financing statements, deeds of trust and other documents as Bank
shall reasonably require, all in form and substance satisfactory to Bank
(collectively, the "Security Documents"). Borrower shall reimburse Bank
immediately upon demand for all costs and expenses incurred by Bank in
connection with any of the foregoing security, including without limitation,
filing and recording fees and costs of appraisals, audits and title insurance.

      As provided in the Deed of Trust, Bank is agreeing that it will, provided
no Event of Default has occurred and is continuing at the time, upon written
request of Grantor made at any time after or contemporaneously with the payment
in full of all principal of the Term Note, all accrued, unpaid interest thereon,
and satisfaction of any other obligations of Borrower to Bank in connection with
the Term Note, release this Deed of Trust by delivery of a proper written
release executed and acknowledged in recordable form. Also, Bank agrees that it
will release the Existing Security Interests and the security interests granted
pursuant to Section 7.12 below by delivery of one or more proper written
releases and terminations of financing statements, as applicable, subject to the
conditions that (i) no Event of Default has occurred and is continuing at the
time the release or termination is requested by Borrower, (ii) any remaining
obligations of Bank to make further advances under the Line of Credit Note shall
have been terminated or expired, and (iii) the release is requested by Borrower
after or contemporaneously with the payment in full of any outstanding principal
of the Line of Credit Note, all accrued, unpaid interest thereon, and
satisfaction of any other obligations of Borrower to Bank in connection
therewith.

                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

      Borrower makes the following representations and warranties to Bank, which
representations and warranties shall survive the execution of this Agreement and
shall continue in full force and effect until the full and final payment, and
satisfaction and discharge, of all obligations of Borrower to Bank subject to
this Agreement.

      SECTION 2.1. LEGAL STATUS. Borrower is a corporation, duly organized and
existing and in good standing under the laws of the State of Texas, and is
qualified or licensed to do business (and is in good standing as a foreign
corporation, if applicable) in all jurisdictions in


                                      -5-
<PAGE>
which such qualification or licensing is required or in which the failure to so
qualify or to be so licensed could have a material adverse effect on Borrower.

      SECTION 2.2. AUTHORIZATION AND VALIDITY. This Agreement, the Line of
Credit Note, the Term Note, the Security Documents and each other promissory
note, deed of trust, contract, instrument, and other document required hereby or
at any time hereafter delivered to Bank in connection herewith (collectively,
the "Loan Documents") have been duly authorized, and upon their execution and
delivery in accordance with the provisions hereof will constitute legal, valid
and binding agreements and obligations of Borrower or the party which executes
the same, enforceable in accordance with their respective terms, except as
enforcement may be limited by equitable principles or by bankruptcy, insolvency,
reorganization, moratorium, or similar laws relating to or limiting creditors'
rights generally.

      SECTION 2.3. NO VIOLATION. The execution, delivery and performance by
Borrower of each of the Loan Documents do not violate any provision of any law
or regulation, or contravene any provision of the Articles of Incorporation or
By-Laws of Borrower, or result in any breach of or default under any material
contract, obligation, indenture or other instrument to which Borrower is a party
or by which Borrower may be bound.

      SECTION 2.4. LITIGATION. There are no pending, or to the best of
Borrower's knowledge threatened, actions, claims, investigations, suits or
proceedings by or before any governmental authority, arbitrator, court or
administrative agency which could have a material adverse effect on the
financial condition or operation of Borrower other than those described on a
schedule attached hereto, at any time and as from time to time updated or
modified by Borrower.

      SECTION 2.5. CORRECTNESS OF FINANCIAL STATEMENT. The financial statement
of Borrower most recently delivered to Bank on behalf of Borrower, which as of
the date of this Agreement, is the financial statement of Borrower as of
February 29, 2004, (a) is complete and correct and presents fairly the financial
condition of Borrower, (b) discloses all liabilities of Borrower that are
required to be reflected or reserved against under generally accepted accounting
principles, whether liquidated or unliquidated, fixed or contingent, and (c) has
been prepared in accordance with generally accepted accounting principles
consistently applied. Since the date of such financial statement there has been
no material adverse change in the financial condition of Borrower, nor has
Borrower mortgaged, pledged, granted a security interest in or otherwise
encumbered any of its assets or properties except for Permitted Liens (as
defined in Section 5.9).

      SECTION 2.6. INCOME TAX RETURNS. Borrower has timely filed all federal and
state income tax returns and is not aware of any material assessments or
adjustments of its income tax payable with respect to any year.

      SECTION 2.7. NO SUBORDINATION. There is no agreement, indenture, contract
or instrument to which Borrower is a party or by which Borrower may be bound
that requires the subordination in right of payment of any of Borrower's
obligations subject to this Agreement to any other obligation of Borrower.


                                      -6-
<PAGE>
      SECTION 2.8. PERMITS, FRANCHISES. Borrower possesses, and will hereafter
possess, all permits, consents, approvals, franchises and licenses required and
rights to all trademarks, trade names, patents, and fictitious names, if any,
necessary to enable it to conduct the business in which it is now engaged in
compliance in all material respects with applicable law.

      SECTION 2.9. ERISA. Borrower is in compliance in all material respects
with all applicable provisions of the Employee Retirement Income Security Act of
1974, as amended or recodified from time to time ("ERISA"); Borrower has not
violated any provision of any defined employee pension benefit plan (as defined
in ERISA) maintained or contributed to by Borrower (each, a "Plan"); no
Reportable Event as defined in ERISA has occurred and is continuing with respect
to any Plan initiated by Borrower; Borrower has met its minimum funding
requirements under ERISA with respect to each Plan; and each Plan will be able
to fulfill its benefit obligations as they come due in accordance with the Plan
documents and under generally accepted accounting principles.

      SECTION 2.10. OTHER OBLIGATIONS. Except for such matters that Borrower is
in good faith contesting or as to which a bona fide dispute exists, Borrower is
not in default on any material obligation for borrowed money, any material
purchase money obligation or any other material lease, commitment, contract,
instrument or obligation.

      SECTION 2.11. ENVIRONMENTAL MATTERS. Except as disclosed by Borrower to
Bank in writing prior to the date hereof, Borrower is in compliance in all
material respects with all applicable federal or state environmental, hazardous
waste, health and safety statutes, and any rules or regulations adopted pursuant
thereto, which govern or affect any of Borrower's operations and/or properties,
including without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, the Superfund Amendments and
Reauthorization Act of 1986, the Federal Resource Conservation and Recovery Act
of 1976, and the Federal Toxic Substances Control Act, as any of the same may be
amended, modified or supplemented from time to time. None of the operations of
Borrower is the subject of any federal or state investigation evaluating whether
any remedial action involving a material expenditure is needed to respond to a
release of any toxic or hazardous waste or substance into the environment.
Borrower has no material contingent liability in connection with any release of
any toxic or hazardous waste or substance into the environment.

                                  ARTICLE III
                                   CONDITIONS

      SECTION 3.1. CONDITIONS OF INITIAL EXTENSION OF CREDIT. The obligation of
Bank to extend any credit contemplated by this Agreement is subject to the
fulfillment to Bank's satisfaction of all of the following conditions:

            (a) Approval of Bank Counsel. All legal matters incidental to the
extension of credit by Bank shall be satisfactory to Bank's counsel.

            (b) Documentation. Bank shall have received, in form and substance
satisfactory to Bank, each of the following, duly executed:


                                      -7-
<PAGE>
                  (i)   This Agreement, the Deed of Trust, the Term Note and
                        each other instrument or document required hereby;

                  (ii)  Payoff Letter from Beal Bank, S.S.B. in form
                        satisfactory to Borrower and Bank and a Release of Lien
                        in connection therewith; and

                  (iii) Such other documents as Bank may require under any other
                        Section of this Agreement.

            (c) Financial Condition. There shall have been no material adverse
change, as determined by Bank, in the financial condition or business of
Borrower, nor any material decline, as determined by Bank, in the market value
of any collateral required hereunder or a substantial or material portion of the
assets of Borrower.

            (d) Insurance. Borrower shall have delivered to Bank evidence of
insurance coverage on all Borrower's property, in form, substance, amounts,
covering risks and issued by companies satisfactory to Bank, and where required
by Bank, with loss payable endorsements in favor of Bank.

            (e) Commitment Fee. Bank shall have received the Commitment Fee.

      SECTION 3.2. CONDITIONS OF EACH EXTENSION OF CREDIT. The obligation of
Bank to make each extension of credit requested by Borrower hereunder shall be
subject to the fulfillment to Bank's satisfaction of each of the following
conditions:

            (a) Compliance. The representations and warranties contained herein
and in each of the other Loan Documents shall be true on and as of the date of
the signing of this Agreement and on the date of each extension of credit by
Bank pursuant hereto, with the same effect as though such representations and
warranties had been made on and as of each such date (except to the extent that
such representations and warranties relate solely to an earlier date), and on
each such date, no Event of Default as defined herein, and no condition, event
or act which with the giving of notice or the passage of time or both would
constitute such an Event of Default, shall have occurred and be continuing or
shall exist.

            (b) Documentation. Bank shall have received all additional documents
which may be required in connection with such extension of credit.

                                   ARTICLE IV
                              AFFIRMATIVE COVENANTS

      Borrower covenants that so long as Bank remains committed to extend credit
to Borrower pursuant hereto, or any liabilities (whether direct or contingent,
liquidated or unliquidated) of Borrower to Bank under any of the Loan Documents
remain outstanding, and until payment in full of all obligations of Borrower
subject hereto, Borrower shall, unless Bank otherwise consents in writing:

      SECTION 4.1. PUNCTUAL PAYMENTS. Punctually pay all principal, interest,
fees or other liabilities due under any of the Loan Documents at the times and
place and in the manner


                                      -8-
<PAGE>
specified therein, and immediately upon demand by Bank, the amount by which the
outstanding principal balance of any credit subject hereto at any time exceeds
any limitation on borrowings applicable thereto.

      SECTION 4.2. ACCOUNTING RECORDS. Maintain adequate books and records in
accordance with generally accepted accounting principles consistently applied,
and permit any representative of Bank, at any reasonable time, to inspect, audit
and examine such books and records, to make copies of the same, and to inspect
the properties of Borrower.

      SECTION 4.3. FINANCIAL STATEMENTS. Provide to Bank all of the following,
in form and detail satisfactory to Bank:

            (a) not later than 90 days after and as of the end of each fiscal
year, a 10K report of Borrower, filed with the Securities Exchange Commission,
prepared by Borrower and to include auditor's report;

            (b) not later than 45 days after the close of each of the first
three quarterly periods of each fiscal year, a 10Q report of Borrower filed with
Securities Exchange Commission, prepared by Borrower for such quarter;

            (c) not later than 20 days after and as of the end of each month, a
borrowing base certificate, an aged listing of accounts receivable, and a
listing of accounts payable, and not later than 45 days after and as of the end
of each semi-annual period, a list of the names and addresses of all Borrower's
account debtors;

            (d) contemporaneously with each annual and quarterly financial
statement of the Borrower required hereby, a certificate of the president or
chief financial officer of Borrower that said financial statements are accurate
and that there exists no Event of Default nor any condition, act or event which
with the giving of notice or the passage of time or both would constitute an
Event of Default;

            (e) from time to time such other information as Bank may reasonably
request.

      SECTION 4.4. COMPLIANCE. Preserve and maintain all licenses, permits,
governmental approvals, rights, privileges and franchises necessary for the
conduct of its business; and comply with the provisions of all documents
pursuant to which Borrower is organized and/or which govern Borrower's continued
existence and with the requirements of all laws, rules, regulations and orders
of any governmental authority applicable to Borrower and/or its business, the
failure to comply with would have a material adverse effect on the business,
operations or financial condition of Borrower.

      SECTION 4.5. INSURANCE. Maintain and keep in force insurance of the types
and in amounts customarily carried in lines of business similar to that of
Borrower, including but not limited to fire, extended coverage, public
liability, flood, property damage and workers' compensation, with all such
insurance carried with companies and in amounts satisfactory to Bank, and
deliver to Bank from time to time at Bank's request schedules setting forth all
insurance then in effect.


                                      -9-
<PAGE>
      SECTION 4.6. FACILITIES. Keep all properties useful or necessary to
Borrower's business in good repair and condition, and from time to time make
necessary repairs, renewals and replacements thereto so that such properties
shall be fully and efficiently preserved and maintained.

      SECTION 4.7. TAXES AND OTHER LIABILITIES. Pay and discharge when due any
and all indebtedness, obligations, assessments and taxes, both real or personal,
including without limitation federal and state income taxes and state and local
property taxes and assessments, except such (a) as Borrower may in good faith
contest or as to which a bona fide dispute may arise, and (b) for which Borrower
has made provision, to Bank's satisfaction, for eventual payment thereof in the
event Borrower is obligated to make such payment.

      SECTION 4.8. LITIGATION. Promptly give notice in writing to Bank of any
litigation pending or threatened against Borrower, an adverse decision of which
could reasonably be expected to have a material adverse effect on the business,
operations or financial condition of Borrower.

      SECTION 4.9. FINANCIAL CONDITION. Maintain Borrower's financial condition
as follows using generally accepted accounting principles consistently applied
and used consistently with prior practices (except to the extent modified by the
definitions herein):

            (a) Net income after taxes shall not be less than $1.00 on an annual
basis, determined as of each fiscal year end.

            (b) Net income after taxes shall not be less than $1.00 for any two
consecutive fiscal quarters, measured on a current quarter basis.

            (c) Fixed Charge Coverage Ratio: As of any day, measured as of the
last day of any fiscal quarter, not less than 1.50 to 1.00 determined for the
four quarter period ending on such day, defined as EBITDA divided by the Fixed
Charges. As used herein, the term "EBITDA" means at any time, measured as of the
last day of any fiscal quarter, Borrower's net profit for the previous twelve
months ending on such day before taxes, plus interest expense (net of
capitalized interest), depreciation and amortization expense for such four
consecutive fiscal quarter period. The term "Fixed Charges" means at any time,
measured as of the last day of any fiscal quarter, Borrower's total interest
expense, plus the scheduled principal payments of long-term debt for the prior
twelve months and the scheduled principal payments of subordinated debt for the
prior twelve months, plus all dividends, distributions and stock repurchases
plus capital expenditures, in each case for the period of four consecutive
fiscal quarters ending on such day.

            (d) Total Funded Debt to EBITDA not greater than 1.50 to 1.0 as of
each fiscal year end, with "Funded Debt" defined as the sum of all obligations
for borrowed money (including subordinated debt) plus all obligations with
respect to the principal component of capital leases, and with "EBITDA" as
defined above.

      SECTION 4.10. NOTICE TO BANK. Promptly (but in no event more than five (5)
days after the occurrence of each such event or matter) give written notice to
Bank in reasonable detail of: (a) the occurrence of any Event of Default, or any
condition, event or act which with the giving of notice or the passage of time
or both would constitute an Event of Default; (b) any


                                      -10-
<PAGE>
change in the name or the organizational structure of Borrower; (c) the
occurrence and nature of any Reportable Event or Prohibited Transaction, each as
defined in ERISA, or any funding deficiency with respect to any Plan; or (d) any
termination or cancellation of any insurance policy which Borrower is required
to maintain, or any uninsured or partially uninsured loss through liability or
property damage, or through fire, theft or any other cause affecting Borrower's
property.

                                   ARTICLE V
                               NEGATIVE COVENANTS

      Borrower further covenants that so long as Bank remains committed to
extend credit to Borrower pursuant hereto, or any liabilities (whether direct or
contingent, liquidated or unliquidated) of Borrower to Bank under any of the
Loan Documents remain outstanding, and until payment in full of all obligations
of Borrower subject hereto, Borrower will not without Bank's prior written
consent:

      SECTION 5.1. USE OF FUNDS. Use any of the proceeds of any credit extended
hereunder except for the purposes stated in Article I hereof.

      SECTION 5.2. CAPITAL EXPENDITURES. Make any additional investment in fixed
assets in any fiscal year in excess of an aggregate of $8,000,000.00.

      SECTION 5.3. LEASE EXPENDITURES. Incur operating lease expense (other than
expenses incurred for building rents) in any fiscal year in excess of an
aggregate of $3,000,000.00 except with Bank's prior written consent.

      SECTION 5.4. OTHER INDEBTEDNESS. Create, incur, assume or permit to exist
any indebtedness or liabilities resulting from borrowings, loans or advances,
whether secured or unsecured, matured or unmatured, liquidated or unliquidated,
joint or several, except (a) the liabilities of Borrower to Bank, (b) any other
liabilities of Borrower existing as of, and disclosed to Bank, (c) capital
leases, purchase money indebtedness incurred for the acquisition of fixed assets
and other indebtedness in an aggregate amount at any one time outstanding not to
exceed $3,000,000, (d) guaranties of indebtedness permitted by this Section 5.4,
(e) refinancings, renewals or extensions of indebtedness permitted by clauses
(b) and (c) of this Section 5.4 (and continuance or renewal of the liens
securing such indebtedness), and (f) trade debt incurred in the ordinary course
of business and repayable in accordance with customary trade practices.

      SECTION 5.5. MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or
consolidate with any other entity; make any substantial change in the nature of
Borrower's business as conducted as of the date hereof; acquire all or
substantially all of the assets of any other entity; nor sell, lease, transfer
or otherwise dispose of all or a substantial or material portion of Borrower's
assets except in the ordinary course of its business.

      SECTION 5.6. GUARANTIES. Guarantee or become liable in any way as surety,
endorser (other than as endorser of negotiable instruments for deposit or
collection in the ordinary course of business), accommodation endorser or
otherwise for, nor pledge or hypothecate any assets of Borrower as security for,
any liabilities or obligations of any other person or entity, except as
permitted under Section 5.4.


                                      -11-
<PAGE>
      SECTION 5.7. LOANS, ADVANCES, INVESTMENTS. Make any loans or advances to
or investments in any person or entity, except (a) investment in cash and cash
equivalents, (b) advances made in connection with the purchases of goods or
services in the ordinary course of business, and (c) loans and investments in
consolidated subsidiaries of Borrower set forth in Borrower's financial
statements to be delivered to Bank pursuant to Section 4.3.

      SECTION 5.8. DIVIDENDS, DISTRIBUTIONS. Declare or pay any dividend or
distribution either in cash, stock or any other property on Borrower's stock now
or hereafter outstanding, nor redeem, retire, repurchase or otherwise acquire
any shares of any class of Borrower's stock now or hereafter outstanding;
provided however, that Borrower may declare or pay any such dividends, or
acquire any such shares of stock, in a maximum aggregate amount of $6,000,000.00
in any fiscal year.

      SECTION 5.9. PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist
a security interest in, or lien upon, all or any portion of Borrower's assets
now owned or hereafter acquired, except (a) security interests and liens held by
Bank, (b) statutory mechanics and materialmens liens incurred in the ordinary
course of business, and other similar statutory liens incurred in the ordinary
course of business, provided such liens secure indebtedness which either is not
delinquent or is the subject of a good faith contest by Borrower, (c) security
interests and liens securing the indebtedness permitted under Section 5.4(c),
and renewals and extensions thereof, (d) liens arising from deposits made in
connection with obtaining worker's compensation of other unemployment insurance,
and (e) liens or deposits to secure performance of bids, tenders, leases or
statutory obligations incurred in the ordinary course of business and not in
connection with the borrowing of money (all of the foregoing, herein called the
"Permitted Liens").

                                   ARTICLE VI
                                EVENTS OF DEFAULT

      SECTION 6.1. The occurrence of any of the following shall constitute an
"Event of Default" under this Agreement:

            (a) Borrower shall fail to pay when due any principal, interest,
fees or other amounts payable under any of the Loan Documents.

            (b) Any financial statement or certificate furnished to Bank in
connection with, or any representation or warranty made by Borrower or any other
party under this Agreement or any other Loan Document shall prove to be
incorrect, false or misleading in any material respect when furnished or made.

            (c) Any default in the performance of or compliance with any
obligation, agreement or other provision contained herein or in any other Loan
Document (other than those referred to in subsections (a) and (b) above), and
with respect to any such default which by its nature can be cured, such default
shall continue for a period of twenty (20) days after the earlier to occur of
(i) Bank notifies Borrower of such default or (ii) Borrower first has knowledge
of such default.


                                      -12-
<PAGE>
            (d) Any default in the payment or performance of any material
obligation, except such obligations that Borrower is in good faith contesting or
as to which a bona fide dispute exists, or any defined event of default, under
the terms of any material contract or instrument (other than any of the Loan
Documents) pursuant to which Borrower or any guarantor hereunder in Borrower has
incurred any debt or other liability to any person or entity, including Bank.

            (e) For any amounts in excess of $100,000, (a) the filing of a
notice of judgment lien against Borrower or any guarantor hereunder; or (b) the
recording of any abstract of judgment against Borrower or any guarantor
hereunder in any county in which Borrower or such guarantor has an interest in
real property; or (c) the service of a notice of levy and/or of a writ of
attachment or execution, or other like process, against the assets of Borrower
or any guarantor hereunder; or (d) the entry of a judgment against Borrower or
any guarantor hereunder.

            (f) Borrower or any guarantor hereunder shall become insolvent, or
shall suffer or consent to or apply for the appointment of a receiver, trustee,
custodian or liquidator of itself or any of its property, or shall generally
fail to pay its debts as they become due, or shall make a general assignment for
the benefit of creditors; Borrower or any such guarantor shall file a voluntary
petition in bankruptcy, or seeking reorganization, in order to effect a plan or
other arrangement with creditors or any other relief under the Bankruptcy Reform
Act, Title 11 of the United States Code, as amended or recodified from time to
time ("Bankruptcy Code"), or under any state or federal law granting relief to
debtors, whether now or hereafter in effect; or any involuntary petition or
proceeding pursuant to the Bankruptcy Code or any other applicable state or
federal law relating to bankruptcy, reorganization or other relief for debtors
is filed or commenced against Borrower or any guarantor hereunder, or Borrower
or any such guarantor shall file an answer admitting the jurisdiction of the
court and the material allegations of any involuntary petition; or Borrower or
any such guarantor shall be adjudicated a bankrupt, or an order for relief shall
be entered against Borrower or any such guarantor by any court of competent
jurisdiction under the Bankruptcy Code or any other applicable state or federal
law relating to bankruptcy, reorganization or other relief for debtors.

            (g) There shall exist or occur any event or condition which Bank
reasonably believes impairs, or is substantially likely to impair in any
material respect, the prospect of payment or performance by Borrower of its
obligations under any of the Loan Documents.

            (h) The dissolution or liquidation of Borrower or any guarantor
hereunder which is a corporation; or Borrower or any guarantor hereunder, or any
of its directors, stockholders or members, shall take action seeking to effect
the dissolution or liquidation of Borrower or any such guarantor.

            (i) Any "person" or "group" (within the meaning of Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as in effect from time to
time) becomes the beneficial owner (as defined in rule 13d-3 under the
Securities Exchange Act of 1934, as in effect from time to time), directly or
indirectly, of 25%, or more, of the stock of Borrower having the right to vote
for the election of members of the Board of Directors.


                                      -13-
<PAGE>
      SECTION 6.2. REMEDIES. Upon the occurrence of any Event of Default: (a)
all principal and accrued and unpaid interest outstanding under each of the Loan
Documents, any term thereof to the contrary notwithstanding, shall at Bank's
option and without notice become immediately due and payable without
presentment, demand, or any notices of any kind, including without limitation
notice of nonperformance, notice of protest, protest, notice of dishonor, notice
of intention to accelerate or notice of acceleration, all of which are hereby
expressly waived by each Borrower; (b) the obligation, if any, of Bank to extend
any further credit under any of the Loan Documents shall immediately cease and
terminate; and (c) Bank shall have all rights, powers and remedies available
under each of the Loan Documents, or accorded by law, including without
limitation the right to resort to any or all security for any credit subject
hereto and to exercise any or all of the rights of a beneficiary or secured
party pursuant to applicable law. All rights, powers and remedies of Bank may be
exercised at any time by Bank and from time to time after the occurrence of an
Event of Default, are cumulative and not exclusive, and shall be in addition to
any other rights, powers or remedies provided by law or equity.

                                   ARTICLE VII
                                  MISCELLANEOUS

      SECTION 7.1. NO WAIVER. No delay, failure or discontinuance of Bank in
exercising any right, power or remedy under any of the Loan Documents shall
affect or operate as a waiver of such right, power or remedy; nor shall any
single or partial exercise of any such right, power or remedy preclude, waive or
otherwise affect any other or further exercise thereof or the exercise of any
other right, power or remedy. Any waiver, permit, consent or approval of any
kind by Bank of any breach of or default under any of the Loan Documents must be
in writing and shall be effective only to the extent set forth in such writing.

      SECTION 7.2. NOTICES. All notices, requests and demands which any party is
required or may desire to give to any other party under any provision of this
Agreement must be in writing delivered to each party at the following address:

            BORROWER:         INTERVOICE, INC.
                              17811 Waterview Parkway
                              Dallas, Texas  75252

            BANK:             WELLS FARGO BANK, NATIONAL ASSOCIATION
                              4975 Preston Park Blvd. Suite 280
                              Plano, Texas 75093

or to such other address as any party may designate by written notice to all
other parties. Each such notice, request and demand shall be deemed given or
made as follows: (a) if sent by hand delivery, upon delivery; (b) if sent by
mail, upon the earlier of the date of receipt or three (3) days after deposit in
the U.S. mail, first class and postage prepaid; and (c) if sent by telecopy,
upon receipt.

      SECTION 7.3. COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to
Bank immediately upon demand the full amount of all payments, advances, charges,
costs and


                                      -14-
<PAGE>
expenses, including reasonable attorneys' fees (to include outside counsel fees
and all allocated costs of Bank's in-house counsel to the extent permissible),
expended or incurred by Bank in connection with (a) the negotiation and
preparation of this Agreement and the other Loan Documents, Bank's continued
administration hereof and thereof, and the preparation of any amendments and
waivers hereto and thereto, (b) the enforcement of Bank's rights and/or the
collection of any amounts which become due to Bank under any of the Loan
Documents, (c) costs and expenses incurred in connection with appraisals of the
Collateral or the issuance of title insurance for any of the Collateral,
applicable and (d) the prosecution or defense of any action in any way related
to any of the Loan Documents, including without limitation, any action for
declaratory relief, whether incurred at the trial or appellate level, in an
arbitration proceeding or otherwise, and including any of the foregoing incurred
in connection with any bankruptcy proceeding (including without limitation, any
adversary proceeding, contested matter or motion brought by Bank or any other
person) relating to any Borrower or any other person or entity; provided that
Borrower shall have no obligation to pay any costs and expenses of Bank incurred
with respect to any action or proceeding in which a court of competent
jurisdiction or arbitrator determines in favor of Borrower.

      SECTION 7.4. SUCCESSORS, ASSIGNMENT. This Agreement shall be binding upon
and inure to the benefit of the heirs, executors, administrators, legal
representatives, successors and assigns of the parties; provided however, that
Borrower may not assign or transfer its interest hereunder without Bank's prior
written consent. Bank reserves the right to sell, assign, transfer, negotiate or
grant participations in all or any part of, or any interest in, Bank's rights
and benefits under each of the Loan Documents. In connection therewith, Bank may
disclose all documents and information which Bank now has or may hereafter
acquire relating to any credit subject hereto, Borrower or its business, any
guarantor hereunder or the business of any such guarantor, or any collateral
required hereunder.

      SECTION 7.5. AMENDMENT. This Agreement may be amended or modified only in
writing signed by each party hereto.

      SECTION 7.6. NO THIRD PARTY BENEFICIARIES. This Agreement is made and
entered into for the sole protection and benefit of the parties hereto and their
respective permitted successors and assigns, and no other person or entity shall
be a third party beneficiary of, or have any direct or indirect cause of action
or claim in connection with, this Agreement or any other of the Loan Documents
to which it is not a party.

      SECTION 7.7. TIME. Time is of the essence of each and every provision of
this Agreement and each other of the Loan Documents.

      SECTION 7.8. SEVERABILITY OF PROVISIONS. If any provision of this
Agreement shall be prohibited by or invalid under applicable law, such provision
shall be ineffective only to the extent of such prohibition or invalidity
without invalidating the remainder of such provision or any remaining provisions
of this Agreement.

      SECTION 7.9. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed to be an
original, and all of which when taken together shall constitute one and the same
Agreement.


                                      -15-
<PAGE>
      SECTION 7.10. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas.

      SECTION 7.11. SAVINGS CLAUSE. It is the intention of the parties to comply
strictly with applicable usury laws. Accordingly, notwithstanding any provision
to the contrary in the Loan Documents, in no event shall any Loan Documents
require the payment or permit the payment, taking, reserving, receiving,
collection or charging of any sums constituting interest under applicable laws
that exceed the maximum amount permitted by such laws, as the same may be
amended or modified from time to time (the "Maximum Rate"). If any such excess
interest is called for, contracted for, charged, taken, reserved or received in
connection with any Loan Documents, or in any communication by Bank or any other
person to Borrower or any other person, or in the event that all or part of the
principal or interest hereof or thereof shall be prepaid or accelerated, so that
under any of such circumstances or under any other circumstance whatsoever the
amount of interest contracted for, charged, taken, reserved or received on the
amount of principal actually outstanding from time to time under the Loan
Documents shall exceed the Maximum Rate, then in such event it is agreed that:
(a) the provisions of this paragraph shall govern and control; (b) neither
Borrower nor any other person or entity now or hereafter liable for the payment
of any Loan Documents shall be obligated to pay the amount of such interest to
the extent it is in excess of the Maximum Rate; (c) any such excess interest
which is or has been received by Bank, notwithstanding this paragraph, shall be
credited against the then unpaid principal balance hereof or thereof, or if any
of the Loan Documents has been or would be paid in full by such credit, refunded
to Borrower; and (d) the provisions of each of the Loan Documents, and any other
communication to Borrower, shall immediately be deemed reformed and such excess
interest reduced, without the necessity of executing any other document, to the
Maximum Rate. The right to accelerate the maturity of the Loan Documents does
not include the right to accelerate, collect or charge unearned interest, but
only such interest that has otherwise accrued as of the date of acceleration.
Without limiting the foregoing, all calculations of the rate of interest
contracted for, charged, taken, reserved or received in connection with any of
the Loan Documents which are made for the purpose of determining whether such
rate exceeds the Maximum Rate shall be made to the extent permitted by
applicable laws by amortizing, prorating, allocating and spreading during the
period of the full term of such Loan Documents, including all prior and
subsequent renewals and extensions hereof or thereof, all interest at any time
contracted for, charged, taken, reserved or received by Bank. The terms of this
paragraph shall be deemed to be incorporated into each of the other Loan
Documents.

      To the extent that either Chapter 303 or 306, or both of the Texas Finance
Code apply in determining the Maximum Rate, Bank hereby elects to determine the
applicable rate ceiling by using the weekly ceiling from time to time in effect,
subject to Bank's right subsequently to change such method in accordance with
applicable law, as the same may be amended or modified from time to time.

      SECTION 7.12. RIGHT OF SETOFF; DEPOSIT ACCOUNTS. Upon and after the
occurrence of an Event of Default, (a) Borrower hereby authorizes Bank, at any
time and from time to time, without notice, which is hereby expressly waived by
each Borrower, and whether or not Bank shall have declared any credit subject
hereto to be due and payable in accordance with the terms hereof, to set off
against, and to appropriate and apply to the payment of, Borrower's


                                      -16-
<PAGE>
obligations and liabilities under the Loan Documents (whether matured or
unmatured, fixed or contingent, liquidated or unliquidated), any and all amounts
owing by Bank to Borrower (whether payable in U.S. dollars or any other
currency, whether matured or unmatured, and in the case of deposits, whether
general or special (except trust and escrow accounts), time or demand and
however evidenced), and (b) pending any such action, to the extent necessary, to
hold such amounts as collateral to secure such obligations and liabilities and
to return as unpaid for insufficient funds any and all checks and other items
drawn against any deposits so held as Bank, in its sole discretion, may elect.
Borrower hereby grants to Bank a security interest in all deposits and accounts
maintained with Bank and with any other financial institution to secure the
payment of all obligations and liabilities of Borrower to Bank under the Loan
Documents.

      SECTION 7.13. BUSINESS PURPOSE. Borrower represents and warrants that each
credit subject hereto is for a business, commercial, investment, agricultural or
other similar purpose and not primarily for a personal, family or household use.

      SECTION 7.14. ARBITRATION.

            (a) Arbitration. The parties hereto agree, upon demand by any party,
to submit to binding arbitration all claims, disputes and controversies between
or among them (and their respective employees, officers, directors, attorneys,
and other agents), whether in tort, contract or otherwise arising out of or
relating to in any way (i) the loan and related Loan Documents which are the
subject of this Agreement and its negotiation, execution, collateralization,
administration, repayment, modification, extension, substitution, formation,
inducement, enforcement, default or termination; or (ii) requests for additional
credit.

            (b) Governing Rules. Any arbitration proceeding will (i) proceed in
a location in Texas selected by the American Arbitration Association ("AAA");
(ii) be governed by the Federal Arbitration Act (Title 9 of the United States
Code), notwithstanding any conflicting choice of law provision in any of the
documents between the parties; and (iii) be conducted by the AAA, or such other
administrator as the parties shall mutually agree upon, in accordance with the
AAA's commercial dispute resolution procedures, unless the claim or counterclaim
is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and
costs in which case the arbitration shall be conducted in accordance with the
AAA's optional procedures for large, complex commercial disputes (the commercial
dispute resolution procedures or the optional procedures for large, complex
commercial disputes to be referred to, as applicable, as the "Rules"). If there
is any inconsistency between the terms hereof and the Rules, the terms and
procedures set forth herein shall control. Any party who fails or refuses to
submit to arbitration following a demand by any other party shall bear all costs
and expenses incurred by such other party in compelling arbitration of any
dispute. Nothing contained herein shall be deemed to be a waiver by any party
that is a bank of the protections afforded to it under 12 U.S.C. Section 91 or
any similar applicable state law.

            (c) No Waiver of Provisional Remedies, Self-Help and Foreclosure.
The arbitration requirement does not limit the right of any party to (i)
foreclose against real or personal property collateral; (ii) exercise self-help
remedies relating to collateral or proceeds of collateral such as setoff or
repossession; or (iii) obtain provisional or ancillary remedies such as
replevin, injunctive relief, attachment or the appointment of a receiver, before
during or after the


                                      -17-
<PAGE>
pendency or any arbitration proceeding. This exclusion does not constitute a
waiver of the right or obligation of any party to submit any dispute to
arbitration or reference hereunder, including those arising from the exercise of
the actions detailed in sections (i), (ii) and (iii) of this paragraph.

            (d) Arbitrator Qualifications and Powers. Any arbitration proceeding
in which the amount in controversy is $5,000,000.00 or less will be decided by a
single arbitrator selected according to the Rules, and who shall not render an
award of greater than $5,000,000.00. Any dispute in which the amount in
controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel
of three arbitrators; provided however, that all three arbitrators must actively
participate in all hearings and deliberations. The arbitrator will be a neutral
attorney licensed in the State of Texas with a minimum of ten years experience
in the substantive law applicable to the subject matter of the dispute to be
arbitrated. The arbitrator will determine whether or not an issue is arbitrable
and will give effect to the statutes of limitation in determining any claim. In
any arbitration proceeding the arbitrator will decide (by documents only or with
a hearing at the arbitrator's discretion) any pre-hearing motions which are
similar to motions to dismiss for failure to state a claim or motions for
summary adjudication. The arbitrator shall resolve all disputes in accordance
with the substantive law of Texas and may grant any remedy or relief that a
court of such state could order or grant within the scope hereof and such
ancillary relief as is necessary to make effective any award. The arbitrator
shall also have the power to award recovery of all costs and fees, to impose
sanctions and to take such other action as the arbitrator deems necessary to the
same extent a judge could pursuant to the Federal Rules of Civil Procedure, the
Texas Rules of Civil Procedure or other applicable law. Judgment upon the award
rendered by the arbitrator may be entered in any court having jurisdiction. The
institution and maintenance of an action for judicial relief or pursuit of a
provisional or ancillary remedy shall not constitute a waiver of the right of
any party, including the plaintiff, to submit the controversy or claim to
arbitration if any other party contests such action for judicial relief.

            (e) Discovery. In any arbitration proceeding discovery will be
permitted in accordance with the Rules. All discovery shall be expressly limited
to matters directly relevant to the dispute being arbitrated and must be
completed no later than 20 days before the hearing date and within 180 days of
the filing of the dispute with the AAA. Any requests for an extension of the
discovery periods, or any discovery disputes, will be subject to final
determination by the arbitrator upon a showing that the request for discovery is
essential for the party's presentation and that no alternative means for
obtaining information is available.

            (f) Class Proceedings and Consolidations. The resolution of any
dispute arising pursuant to the terms of this Agreement shall be determined by a
separate arbitration proceeding and such dispute shall not be consolidated with
other disputes or included in any class proceeding.

            (g) Payment of Arbitration Costs and Fees. The arbitrator shall
award all costs and expenses of the arbitration proceeding.

            (h) Miscellaneous. To the maximum extent practicable, the AAA, the
arbitrators and the parties shall take all action required to conclude any
arbitration proceeding

                                      -18-
<PAGE>
within 180 days of the filing of the dispute with the AAA. No arbitrator or
other party to an arbitration proceeding may disclose the existence, content or
results thereof, except for disclosures of information by a party required in
the ordinary course of its business, by applicable law or regulation. If more
than one agreement for arbitration by or between the parties potentially applies
to a dispute, the arbitration provision most directly related to the Loan
Documents or the subject matter of the dispute shall control. This arbitration
provision shall survive termination, amendment or expiration of any of the Loan
Documents or any relationship between the parties.

      SECTION 7.15. RATIFICATION. Borrower hereby acknowledges and agrees that
the terms and provisions of the Existing Security Documents are ratified and
confirmed and shall continue in full force and effect and shall secure the
indebtedness and obligations owed by Borrower to Bank pursuant to this
Agreement. Borrower and Bank further agree that the Existing Security Documents
shall continue to be legal, valid, binding and enforceable in accordance with
their respective terms. All references to the Credit Agreement therein shall
mean references to this Agreement.

      SECTION 7.16. NOTICE OF TERMINATION. As provided in Section 1.5, in its
sole and absolute discretion, Borrower may, at anytime that no outstanding
indebtedness exists under the Line of Credit or Term Loan or no other
obligations are otherwise owed by Borrower to Bank, in a written notice
delivered to Bank, elect to terminate this Agreement. Within 10 days of receipt
by Bank of such notice, if no obligations are then owing to Bank, this
Agreement, the Deed of Trust and all Existing Security Documents and other
agreements executed in connection herewith (the "Loan Documents') shall
thereupon be terminated and the parties thereto released from all prospective
obligations thereunder. At the request and expense of Borrower, Bank shall
prepare and execute all necessary instruments in form satisfactory to Bank to
reflect and effect such termination of the Loan Documents. Bank agrees that
there is no termination fee.

NOTICE: THIS DOCUMENT AND ALL OTHER DOCUMENTS RELATING TO THE INDEBTEDNESS
CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES RELATING TO THE INDEBTEDNESS.

                   [REST OF PAGE IS INTENTIONALLY LEFT BLANK]


                                      -19-
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first written above.

<TABLE>
<S>                                         <C>
INTERVOICE, INC.                            WELLS FARGO BANK,
                                            NATIONAL ASSOCIATION


By:                                         By:
    ---------------------------------          ---------------------------------
    Craig E. Holmes, Executive Vice            Robert Clouse, Vice President
    President and Chief Financial Officer
</TABLE>