INTERVOICE BRITE INC
2ND AMENDMENT TO EMPLOYMENT AGRMT-ROB-ROY GRAHAM
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>d93337ex10-2.txt
<DESCRIPTION>2ND AMENDMENT TO EMPLOYMENT AGRMT-ROB-ROY GRAHAM
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.2

                               SECOND AMENDMENT TO
                              EMPLOYMENT AGREEMENT


         This Second Amendment to Employment Agreement effective as of March 1,
2001 by and between InterVoice-Brite, Inc., a Texas corporation formerly known
as InterVoice, Inc. with its principal executive offices at 17811 Waterview
Parkway, Dallas, Texas 75252 (the "Company") and Rob-Roy J. Graham (the
"Employee").

                                   WITNESSETH:


         WHEREAS, the Employee is presently employed by the Company pursuant to
that certain Employment Agreement dated as of September 1, 1998 between the
Company and the Employee (as heretofore amended the "Agreement"); and

         WHEREAS, Employee and the Company desire to amend certain terms of the
Agreement to, among other things, extend the term of the Agreement and adjust
his compensation.

         NOW, THEREFORE, in consideration of the premises and mutual covenants
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and subject to the terms and
conditions hereinafter set forth, the parties hereto agree as follows:

         1. In Paragraph 1 of the Agreement captioned "Definitions" the
definitions of "Applicable EPS Bonus Percentage" and "Applicable Revenue Bonus
Percentage" are amended in their entirety to read as follows:

                  "Applicable EPS Bonus Percentage" means the percentage set
         forth in the right hand column below as determined (i) for the
         Company's fiscal year ending February 28, 2002, with reference to the
         Company's earnings per share for such fiscal year as set forth in the
         table below entitled "Applicable EPS Bonus Percentage: Fiscal 2002" and
         (ii) for the Company's fiscal year ending February 28, 2003, with
         reference to the increase or decrease in the Company's earnings per
         share between such fiscal year and the greater of $.25, or the
         Company's earnings per share for the fiscal year ending February 28,
         2002, as set forth in the table below entitled "Applicable EPS Bonus
         Percentage: Fiscal 2003":

                  APPLICABLE EPS BONUS PERCENTAGE: FISCAL 2002

<Table>
<Caption>

                                         Applicable EPS
        Earnings per Share               Bonus Percentage
        ------------------               ----------------
<S>                                      <C>
         $0.58 or more                          50%
         $0.48 to $0.57                         40%
         $0.38 to $0.47                         30%
         $0.37                                  25%
         $0.30 to $0.36                         15%
         $0.29 or less                           0%
</Table>


                                       1
<PAGE>


                  APPLICABLE EPS BONUS PERCENTAGE: FISCAL 2003

<Table>
<Caption>

      Increase or Decrease in Earnings
       per Share in Applicable Fiscal                   Applicable E
     Year Compared to Prior Fiscal Year                Bonus Percentage
     ----------------------------------                ----------------
<S>                                                    <C>
         40% or more increase                                100%
         35% through 39% increase                             75%
         25% through 34% increase                             50%
         10% through 24% increase                             40%
         0% through 9% increase                               20%
         Decrease in EPS                                       0%
</Table>

                  "Applicable Revenue Bonus Percentage" means the percentage set
         forth in the right hand column below as determined (i) for the
         Company's fiscal year ending February 28, 2002, with reference to the
         Company's total revenues for such fiscal year as set forth in the table
         below entitled "Applicable Revenue Bonus Percentage: Fiscal 2002" and
         (ii) for the Company's fiscal year ending February 28, 2003, with
         reference to the increase or decrease in the Company's total revenues
         between such fiscal year and the greater of $258,000,000 or the
         Company's total revenues for the fiscal year ending February 28, 2002
         as set forth in the table below entitled "Applicable Revenue Bonus
         Percentage: Fiscal 2003":

                APPLICABLE REVENUE BONUS PERCENTAGE: FISCAL 2002

<Table>
<Caption>

                                                           Applicable Revenue
                Total Revenue                               Bonus Percentage
                -------------                              -----------------
<S>                                                        <C>
         $316,000,000 or greater                                   100%
         $288,000,000 to $315,999,999                               75%
         $287,000,000 to $287,999,999                               50%
         $258,000,000 to $286,999,999                               40%
         $230,000,000 to $257,999,999                               20%
         $229,999,999 or less                                        0%
</Table>

                APPLICABLE REVENUE BONUS PERCENTAGE: FISCAL 2003

<Table>
<Caption>

    Increase or Decrease in Revenues
        in Applicable Fiscal Year                      Applicable Revenue
     Compared to Prior Fiscal Year                      Bonus Percentage
    --------------------------------                   ------------------
<S>                                                    <C>
         40% or more increase                                 100%
         35% through 39% increase                              75%
         25% through 34% increase                              50%
         10% through 24% increase                              40%
         0% through 9% increase                                20%
         Decrease in Revenues                                   0%
</Table>

         2. Paragraph 3 of the Agreement captioned "Term" is hereby amended in
its entirety to read as follows:


                                       2
<PAGE>


         3.       Term

                  The initial term of this Agreement shall be from September 1
         1998 until February 28, 2003 unless sooner terminated in accordance
         with the provisions herein regarding termination. Subject to earlier
         termination as provided herein, the initial term of this Agreement
         shall be automatically extended for one (1) year from March 1, 2003
         through February 28, 2004, unless either the Employee or the Company
         gives written notice of its intention not to renew this Agreement to
         the other six months or more prior to February 28, 2003.

         3.       Paragraph 4(a) of the Agreement captioned "Base Salary" is
hereby amended in its entirety to read as follows:

                  4(a)  Base Salary. For all services rendered by the Employee
                        under this Agreement, the Company shall pay the Employee
                        a base salary of $255,375.19 per year. Such salary shall
                        be payable in equal monthly installments in accordance
                        with the customary payroll policies of the Company in
                        effect at the time such payment is made, or as otherwise
                        mutually agreed upon. Effective as of March 1 of each
                        year during the term hereof, the Compensation Committee
                        of the Company shall review Employee's performance for
                        the prior fiscal year and make such adjustments in base
                        salary from time to time at their discretion as the
                        Employee and the Company may agree.

         4.       All of the provisions of the Agreement not specifically
amended, deleted or modified by this Second Amendment are hereby ratified in
their entirety and shall remain in full force and effect.

         IN WITNESS WHEREOF, the parties have executed this Second Amendment to
the Agreement as of October 31, 2001, and such Second Amendment is effective
March 1, 2001.

                          INTERVOICE-BRITE, INC.

                          By: /s/ DAVID W. BRANDENBURG
                              --------------------------------------------------

                          Name: David W. Brandenburg
                                ------------------------------------------------

                          Title: Chairman, Chief Executive Officer and President
                                ------------------------------------------------


                          EMPLOYEE:


                          /s/ ROB-ROY J. GRAHAM
                          ------------------------------------------------------
                          ROB-ROY J. GRAHAM


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