EXHIBIT 4.5



                  FIRST AMENDMENT TO THIRD AMENDED AND RESTATED
                                RIGHTS AGREEMENT

         This First Amendment to Third Amended and Restated Rights Agreement
dated as of May 29, 2002 (the "Amendment"), is between INTERVOICE-BRITE, INC., a
Texas corporation (the "Company"), and COMPUTERSHARE INVESTOR SERVICES, LLC, a
Delaware limited liability company, as rights agent (the "Rights Agent").

                                  WITNESSETH:

         WHEREAS, the Company and the Rights Agent are parties to that certain
Third Amended and Restated Rights Agreement dated as of May 1, 2001 (as amended,
the "Agreement").

         WHEREAS, pursuant to Section 27 of the Agreement, the Company and the
Rights Agent desire to amend the Agreement in the manner set forth below.

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:

         Section 1. Defined Terms. Except as amended hereby, terms defined in
the Agreement shall have the same meanings when used in this Amendment.

         Section 2. Amendments to Definitions.

                  The definition of "Acquiring Person" in Section 1 of the
         Agreement is amended to add the following language at the end of such
         definition:

                  Notwithstanding anything contained in this Agreement to the
                  contrary, neither HFTP Investment L.L.C. ("HFTP"), Gaia
                  Offshore Master Fund, Ltd. ("Gaia") nor Caerus Fund Ltd.
                  ("Caerus," and collectively with HFTP and Gaia, the "Buyers")
                  shall become or be an Acquiring Person by virtue of the
                  acquisition of Common Shares pursuant to the terms of that
                  certain Securities Purchase Agreement (the "Securities
                  Purchase Agreement"), dated as of May 29, 2002, among the
                  Company and the Buyers (including without limitation
                  acquisition of the Notes, the Warrants and any Conversion
                  Shares and Warrant Shares, as those terms are defined in the
                  Securities Purchase Agreement), and the acquisition of Common
                  Shares pursuant to the Securities Purchase Agreement shall
                  not, under any circumstances, trigger a Distribution Date
                  within the meaning of this Agreement; provided, however, that
                  only Common Shares (including the Conversion Shares and
                  Warrant Shares) acquired pursuant to the Securities Purchase
                  Agreement shall be deemed excluded from the number of Common
                  Shares deemed beneficially owned by each Buyer in determining
                  whether such Buyer is an Acquiring Person.


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         Section 3. Amendments to Summary of Rights. The second full paragraph
of the Summary of Rights to Purchase Preferred Shares set forth in Exhibit B to
the Agreement shall be amended to add the following sentence to such paragraph:

                  Notwithstanding anything contained in this Agreement to the
                  contrary, neither HFTP Investment L.L.C., Gaia Offshore Master
                  Fund, Ltd. nor Caerus Fund Ltd. (collectively, the "Buyers")
                  shall become or be an Acquiring Person by virtue of the
                  acquisition of Common Shares pursuant to the terms of that
                  certain Securities Purchase Agreement (the "Securities
                  Purchase Agreement"), dated as of May 29, 2002, among the
                  Company and the Buyers (including without limitation
                  acquisition of the Notes, the Warrants and any Conversion
                  Shares and Warrant Shares, as those terms are defined in the
                  Securities Purchase Agreement), and the acquisition of Common
                  Shares pursuant to the Securities Purchase Agreement shall
                  not, under any circumstances, trigger a Distribution Date
                  within the meaning of this Agreement; provided, however, that
                  only Common Shares (including the Conversion Shares and
                  Warrant Shares) acquired pursuant to the Securities Purchase
                  Agreement shall be deemed excluded from the number of Common
                  Shares deemed beneficially owned by each Buyer in determining
                  whether such Buyer is an Acquiring Person.

         Section 4. Severability. If any term, provision, covenant or
restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.

         Section 5. Governing Law. This Amendment shall be deemed to be a
contract made under the laws of the State of Texas and for all purposes shall be
governed by and construed in accordance with the laws of such State applicable
to contracts made and to be performed entirely within such State.

         Section 6. Counterparts. This Amendment may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.

         Section 7. Effect of Amendment. Except as expressly modified herein,
the Agreement shall remain in full force and effect.


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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.

                                      INTERVOICE-BRITE, INC.


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



                                      COMPUTERSHARE INVESTOR SERVICES, LLC


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


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