INTERVOICE INC
WAIVER DATED SEPTEMBER 30, 2002
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>d00378exv10w2.txt
<DESCRIPTION>WAIVER DATED SEPTEMBER 30, 2002
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.2


                                     WAIVER


                  This WAIVER, dated as of September 30, 2002, is entered into
by FOOTHILL CAPITAL CORPORATION, a California corporation ("Lender") and
INTERVOICE, INC., a Texas corporation ("Borrower"), with reference to the
following facts:

                  WHEREAS, Lender and Borrower are parties to that certain Loan
and Security Agreement, dated as of August 29, 2002 (as heretofore amended,
modified or supplemented from time to time, the "Loan Agreement"; terms used
herein without definitions shall have the meanings ascribed to them in the Loan
Agreement);

                  WHEREAS, Borrower wishes to make a principal prepayment in the
amount of $1,500,000 on the Dallas Mortgage Loan (the "Prepayment");

                  WHEREAS, Borrower has requested that Lender waive Section
7.8(a) of the Loan Agreement inasmuch as such section prohibits the Prepayment;
and

                  WHEREAS, subject to the terms hereof, Lender is willing to
waive Section 7.8(a) of the Loan Agreement to permit the Prepayment to be made.

                  NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

                  1. Waiver. Lender hereby waives the provisions of Section
7.8(a) of the Loan Agreement so that Borrower may make the Prepayment.

                  2. Conditions Precedent to Waiver. The satisfaction of each of
the following, unless waived or deferred by Lender, shall constitute conditions
precedent to the effectiveness of this Waiver:

                           (a) Lender shall have received this, duly executed by
the parties hereto, and the same shall be in full force and effect;

                           (b) After giving effect to the contemporaneous
amendment of the loan documents related to the Dallas Mortgage Loan, no Default
or Event of Default, other than the making of the Prepayment, shall have
occurred and be continuing on the date hereof;

                           (c) Each of the representations and warranties
contained in the Loan Agreement shall be true and correct in all respects on and
as of the effectiveness hereof, as though made on and as of such date;



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                           (d) Lender shall have received a fee of $150,000 from
Borrower in consideration for the waiver granted herein.

                  3. Miscellaneous.

                           (a) Governing Law. The validity of this Waiver, its
construction, interpretation, and enforcement, and the rights of the parties
hereto shall be governed by the internal laws of the State of California,
without regard to principles of conflicts of law.

                           (b) Counterparts; Telefacsimile Execution;
Effectiveness. This Waiver may be executed in any number of counterparts, each
of which, when so executed and delivered, shall be deemed an original. All of
such counterparts shall constitute but one and the same instrument. Delivery of
an executed counterpart of this Waiver by telefacsimile shall be equally
effective as delivery of an original executed counterpart of this Waiver. Any
party delivering an executed counterpart of this Waiver by telefacsimile also
shall deliver a manually executed counterpart of this Waiver but the failure to
deliver a manually executed counterpart shall not affect the validity,
enforceability, and binding effect of this Waiver.

                           (c) Limited Waiver. The waiver set forth herein is
limited to the specifics hereof, shall not apply with respect to any facts or
occurrences other than those on which the same are based, shall not excuse
future noncompliance with the Loan Agreement, and except as expressly set forth
herein, shall not operate as a waiver or an amendment of any right, power or
remedy of Lender, nor as a consent to any further or other matter, under the
Loan Agreement.





                            [Signature page follows.]



                                      -2-
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement, as of the date first above written.


                                    FOOTHILL CAPITAL CORPORATION,
                                    a California corporation



                                    By:
                                       ----------------------------------------
                                    Name:
                                         --------------------------------------
                                    Title:
                                          -------------------------------------


                                    INTERVOICE, INC.,
                                    a Texas corporation



                                    By:
                                       ----------------------------------------
                                    Name:
                                         --------------------------------------
                                    Title:
                                          -------------------------------------




                                       S-1
<PAGE>

                            Reaffirmation and Consent

                  The undersigned hereby (a) consent to the waiver of Section
7.8(a) of the Loan Agreement set forth in the foregoing Waiver; (b) acknowledge
and reaffirm their obligations owing to Lender under each of the Loan Documents
to which each of them is party; and (c) agree that each of the Loan Documents to
which each of them is a party is and shall remain in full force and effect.
Although the undersigned have been informed of the matters set forth herein and
have acknowledged and agreed to same, they understand that Lender has no
obligation to inform them of such matters in the future or to seek their
acknowledgement or agreement to future amendments or waivers, and nothing herein
shall create such a duty.

<Table>
<S>                                                   <C>
BRITE VOICE SYSTEMS, INC., a Kansas corporation       INTERVOICE-BRITE LIMITED, a United Kingdom corporation

By:                                                   By:
   ----------------------------------------              ----------------------------------------
Title:                                                Title:
      -------------------------------------                 -------------------------------------


INTERVOICE GP, INC., a Nevada corporation             INTERVOICE LP, INC., a Nevada corporation

By:                                                   By:
   ----------------------------------------              ----------------------------------------
Title:                                                Title:
      -------------------------------------                 -------------------------------------


INTERVOICE LIMITED PARTNERSHIP, a Nevada limited
partnership

By: Intervoice GP, Inc., its general partner

By:
   ----------------------------------------
Title:
      -------------------------------------

</Table>


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</TEXT>
</DOCUMENT>
