EXHIBIT 4.1


                                   APPENDIX A

                                INTERVOICE, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                 As amended and restated effective June 24, 2003

         Section 1. Purpose. It is the purpose of the Plan to promote the
interests of the Company and its shareholders by providing a method by which
eligible employees may use voluntary payroll deductions to purchase shares of
Common Stock at a discount, thereby affording them the opportunity to invest in
the Company at a preferential price, and to acquire a proprietary interest in
the Company and an increased personal interest in its continued success and
progress. The Plan is intended to qualify as an employee stock purchase plan
within the meaning of Section 423 of the Code and shall be construed
accordingly.

         Section 2. Definitions. As used herein the following terms have the
following meanings:

         (a) "Affiliate" means any corporation that is a subsidiary corporation
of the Company within the meaning of Section 424(f) of the Code and that has
been designated by the Committee as an Affiliate for purposes of the Plan.

         (b) "Board of Directors" means the Board of Directors of the Company.

         (c) "Code" means the United States Internal Revenue Code of 1986, as
from time to time amended.

         (d) "Committee" means the Committee described in Section 4 hereof.

         (e) "Common Stock" means the Common Stock, no par value, of the
Company.

         (f) "Company" means Intervoice, Inc.

         (g) "Compensation" for an option period means the total compensation of
an employee for services rendered to the Company or any Affiliate. The
Compensation of an employee who does not receive salary or wages computed in
United States dollars shall be determined by converting such salary or wages
into United States dollars in accordance with the Compensation Exchange Rate.

         (h) "Compensation Exchange Rate" means the New York foreign currency
exchange rate as reported in The Wall Street Journal for the first business day
immediately preceding the first business day of the applicable option period.

         (i) "Eligible Employee" means any employee of the Company or an
Affiliate who is eligible to participate in the Plan pursuant to Section 5
hereof.

         (j) "Fair Market Value" means the closing sale price on the date in
question (or, if there was no reported sale on such date, on the last preceding
day on which any reported sale occurred) of the Common Stock on the NASDAQ
National Market System or, if the Common Stock is not traded on the NASDAQ
National Market System, such national stock exchange or stock market on which
the Common Stock may from time to time be traded.

         (k) "Option" means any option to purchase shares of Common Stock
granted by the Committee pursuant to the provisions of the Plan.

         (l) "Participant" means an Eligible Employee who elects to participate
in the Plan pursuant to Section 6 hereof.

         (m) "Plan" means this Intervoice, Inc. Employee Stock Purchase Plan.

         Section 3. Number of Shares. The aggregate number of shares of Common
Stock issued pursuant to Options granted under the Plan shall not exceed a total
of 2,000,000 shares. The maximum number of shares of Common Stock available for
sale under the Plan is subject to adjustment as provided in Section 13. The
Common Stock to be delivered upon exercise of Options may consist of authorized
but unissued shares of Common Stock or shares of Common Stock previously issued
and reacquired by the Company.

         Section 4. Administration of the Plan. The Plan shall be administered
by the Committee, which shall consist of three or more directors or executive
officers of the Company. Each member of the Committee shall be appointed by and
shall serve at the pleasure of the Board of Directors. The Board of Directors
shall have the sole continuing authority to appoint members of the Committee
both in substitution for members previously appointed and to fill vacancies
however caused. The following provisions shall apply to the administration of
the Plan by the Committee:

(a) The Committee shall designate one of its members as Chairman and shall hold
meetings at such times and places as it may determine. Each member of the
Committee shall be notified in writing of the time and place of any meeting of
the Committee at least two days prior to such meeting, provided that such notice
may be waived by a



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Committee member. A majority of the members of the Committee shall constitute a
quorum and any action taken by a majority of the members of the Committee
present at any duly called meeting at which a quorum is present (or action
unanimously approved in writing) shall constitute action by the Committee.

(b) The Committee may appoint a Secretary (who need not be a member of the
Committee) who shall keep minutes of its meetings. The Committee may make such
rules and regulations for the conduct of its business as it may determine.

(c) The Committee shall have full authority, subject to the express provisions
of the Plan to interpret the Plan, to provide, modify and rescind rules and
regulations relating to it and to make all other determinations and perform such
actions as the Committee deems necessary or advisable to administer the Plan.

(d) No member of the Committee shall be liable for any action taken or
determination made in good faith with respect to the Plan or any Option granted
hereunder.

         Section 5. Eligible Employees. Each employee of the Company or an
Affiliate who is employed by the Company or an Affiliate on the date his
participation in the Plan is to become effective shall be eligible to
participate in the Plan; provided, however, that: (a) An employee shall not be
granted an Option if such employee would, immediately after grant of the Option,
own stock possessing 5% or more of the total combined voting power or value of
all classes of stock of the Company or any parent or subsidiary corporation of
the Company (within the meaning of Section 424(e) and (f) of the Code). For
purposes of determining stock ownership under this paragraph, the rules of
Section 424(d) of the Code shall apply, and stock which the employee may
purchase under any outstanding options shall be treated as stock owned by the
employee; and

(b) No employee shall be granted an Option under the Plan which would permit
such employee's rights to purchase shares of stock under all employee stock
purchase plans of the Company and its parent and subsidiary corporations (within
the meaning of Section 424(e) and (f) of the Code) to accrue (within the meaning
of Section 423 (b) (8) of the Code) at a rate which exceeds U.S. $25,000 of fair
market value of such stock (determined at the time such option is granted) for
each calendar year during which any such option granted to such employee is
outstanding at any time.

         For purposes of this Section 5, the term "employee" shall not include
an employee whose customary employment is 20 hours or less per week or is for
not more than five months in any calendar year.

         Section 6. Method of Participation. Each person who will be an Eligible
Employee on any January 1 may elect to participate in the Plan by executing and
delivering, on or before the immediately preceding December 31, a payroll
deduction authorization as provided in this Section; provided, however, that an
Eligible Employee who elects not to participate on a given January 1 shall not
be eligible to participate in the Plan until the following January 1. Such
Eligible Employee shall thereby become a Participant on such January 1 and shall
remain a Participant until such Eligible Employee's participation is Terminated
as provided in Section 10 or 11 hereof.

         The payroll deduction authorization executed by a Participant shall
request withholding, by means of substantially equal payroll deductions over the
period during which he or she is a Participant, of an amount which shall be no
more than 10% nor less than 1 % of such Participant's Compensation for a given
option period. A Participant may change the withholding rate of his or her
payroll deduction authorization within such limits by delivering a new payroll
deduction authorization form to the Company on or before the December 31
immediately preceding the option period with respect to which the change is to
be effective, A Participant may not change the withholding rate of his or her
payroll deduction authorization with respect to an option period at any time
after the deadline set forth in the immediately preceding sentence. All amounts
withheld in accordance with a Participant's payroll deduction authorization
shall be credited to a withholding account for such Participant. No interest
shall be payable on withholding accounts.

         Section 7. Grant of Options. The Plan will be implemented in
twelve-month option periods beginning on the first day of each January and
ending on the following December 31 until the Plan is terminated. Each
Participant shall be granted an Option on the first day of each option period to
purchase the number of whole shares of Common Stock determined by dividing (x)
the aggregate payroll deduction authorized by such Participant for the option
period by (y) 85% of the Fair Market Value per share of Common Stock on the
first day of the option period. Each Option shall be exercisable as provided in
Section 9 on the last business day of an option period. In no event shall the
number of shares with respect to which an Option is granted to a Participant for
a calendar year exceed that number of shares which has an aggregate Fair Market
Value (determined on the date of grant) of U.S. $25,000, and the number of
shares actually purchased by a Participant in a calendar year may not exceed
this number. The Company shall reduce, on a substantially proportionate basis,
the number of shares of Common Stock receivable by each Participant upon
exercise of an Option in the event that the total number of shares then


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available under the Plan is less than the total number of shares with respect to
which all Participants exercise Options in such option period.

         Section 8. Option Price. The purchase price per share of Common Stock
under each Option shall equal the lesser of (a) 85% of the Fair Market Value per
share of Common Stock on the date of grant of the Option or (b) 85% of the Fair
Market Value per share of Common Stock on the date on which the Option is
exercised. If the Common Stock of the Company is not admitted to trading on any
of the aforesaid dates for which closing prices of the stock are to be
determined, then reference shall be made to the Fair Market Value of the stock
on that date, as determined on such basis as shall be established or specified
for the purpose by the Committee.

         Section 9. Exercise of Options. An employee who is a Participant in the
Plan on the last business day of an option period shall be deemed automatically
to have exercised the current installment of the Option granted to him or her
for that option period. Upon such exercise, the Company shall apply the entire
balance of the Participant's withholding account to the purchase of the maximum
number of whole shares of Common Stock as determined under Section 7. For
purposes of this Section 9, the balance in the withholding account of a
Participant whose salary or wages are not computed in United States dollars
shall be converted into United States dollars in accordance with the New York
foreign currency exchange rate as reported in The Wall Street Journal for the
last business day of the option period. Certificates representing shares of
Common Stock purchased for a Participant under the Plan shall be issued and
delivered to the Participant as soon as practicable after such shares are
purchased; provided, however, that the obligation of the Company to deliver
shares of Common Stock shall be postponed for such period of time as may be
necessary to register or qualify the purchased shares under the Securities Act
of 1933 and any applicable foreign or state securities law.

         A Participant shall possess none of the rights or privileges of a
shareholder of the Company with respect to Common Stock purchased under the Plan
unless and until certificates representing such shares have been issued. No
fractional shares shall be issued upon exercise of any installment of an Option.
Any balance remaining in a Participant's withholding account following exercise
of an installment shall be returned to the Participant. The cash proceeds
received by the Company upon exercise of an Option shall constitute general
funds of the Company. Any unexercised portion of an Option shall expire and
become null and void as of the end of the option period in which such Option was
granted.

         Section 10. Cancellation of Option and Withdrawal From the Plan. A
Participant who holds an Option under the Plan may at any time prior to exercise
thereof pursuant to Section 9 cancel the remaining unexercised portion of such
Option by written notice delivered to the Treasurer of the Company. Upon such
cancellation, the balance in the Participant's withholding account shall be
returned to such Participant and he or she shall cease to be a Participant.
Partial cancellations shall not be permitted.

        A Participant may terminate his payroll deduction authorization as of
any date by written notice delivered to the Treasurer of the Company and shall
thereby cease to be a Participant as of such date. Partial termination of a
payroll deduction authorization shall not be permitted, except to the extent
expressly permitted by Section 6 of this Plan. Any Participant who voluntarily
terminates his or her payroll deduction authorization prior to the last business
day of an option period shall be deemed to have cancelled his or her Option for
such option period.

         A Participant who withdraws from the Plan pursuant to this Section 10
may re-enroll as of any subsequent January 1 on which he or she is an Eligible
Employee in accordance with the procedure set forth in Section 6 of this Plan;
provided, however, that a Participant shall not be permitted to re-enroll in the
Plan until a January 1 that is at least one month after the date of his or her
withdrawal.

         Section 11. Termination of Employment. Upon the termination of a
Participant's employment with the Company or an Affiliate for any reason, such
person shall cease to be a Participant, the Option held by such Participant
under the Plan shall be deemed cancelled, the balance of such Participant's
withholding account shall be returned to such Participant (or, in the event of
the Participant's death, to the executor or administrator of his or her estate)
and he or she shall have no further rights under the Plan.

         All Participants shall have the same rights and privileges under the
Plan. Notwithstanding the foregoing, nothing in the Plan shall confer upon any
Participant any right to continue in the employ of the Company or an Affiliate
or in any way interfere with the right of the Company or an Affiliate to
terminate the employment of the Participant at any time, with or without cause.
Transfers of employment among the Company and its Affiliates and approved leaves
of absence not exceeding 90 days shall not be considered terminations of
employment for purposes of this Plan.

         Section 12. Transferability. An Option granted under the Plan shall not
be transferable by the Participant and shall be exercisable only by the
Participant.



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         Section 13. Adjustments Upon Changes in Common Stock. In the event the
Company shall effect a split of the Common Stock or declare a dividend payable
in Common Stock, or in the event the outstanding Common Stock shall be combined
into a smaller number of shares, the maximum number of shares as to which
Options may be granted under the Plan shall be increased or decreased
proportionately, and the Fair Market Value per share of Common Stock as of the
date of grant of all outstanding Options shall be adjusted, for purposes of
making the determination required by Section 8 of this Plan, in a manner deemed
appropriate by the Board of Directors.

         In the event of a reclassification of Common Stock not covered by the
foregoing, or in the event of a liquidation or reorganization of the Company,
including a merger, consolidation or sale of assets, the Board of Directors
shall make such adjustments, if any, as it may deem appropriate in the number,
purchase price and kind of shares that are covered by Options theretofore
granted under the Plan or that are otherwise subject to the Plan. The provisions
of this Section shall only be applicable if, and only to the extent that, the
application thereof does not conflict with any valid governmental statute,
regulation or rule.

         Section 14. Amendment and Termination of the Plan. Subject to the right
of the Board of Directors to terminate the Plan prior thereto, the Plan shall
terminate when all or substantially all of the Common Stock reserved for
purposes of the Plan has been purchased. No Options may be granted after
termination of the Plan. The Board of Directors may alter or amend the Plan but
may not without the approval of the shareholders of the Company and of any
regulatory authorities having jurisdiction make any alteration or amendment
thereof which operates (a) to increase the total number of shares of Common
Stock which may be issued under the Plan (other than as provided in Section 13),
(b) to modify the criteria for determining the employees (or class of employees)
eligible to receive Options under the Plan or (c) to materially increase
benefits accruing under the Plan to Participants who are subject to Section 16
of the Securities Exchange Act of 1934 (the "Exchange Act").

         No termination or amendment of the Plan shall adversely affect the
rights of a Participant under an outstanding Option, except with the consent of
such Participant.

         Section 15. Requirements of Law. The granting of Options and the
issuance of Common Stock upon the exercise of an Option shall be subject to all
applicable laws, rules and regulations and to such approval by governmental
agencies as may be required.

         Section 16. Effective Date of Amended and Restated Plan. The amended
and restated Plan shall become effective, as of the date of its adoption by the
Board of Directors, if it is duly approved at the 2003 annual meeting of
shareholders of the Company. The affirmative vote of the holders of at least a
majority of the shares of Common Stock of the Company present or represented
and voting on the proposal to approve the amended Plan at the annual meeting,
shall be required to approve the amended and restated Plan. If the amended and
restated Plan is not so approved, the terms of the Plan as in effect prior to
the effective date of this amended and restated Plan shall remain in full force
and effect.

         Section 17. Rule 16b-3 Compliance. Transactions under this Plan are
intended to comply with all applicable conditions of Rule 16b-3 or its
successors adopted under the Exchange Act, some of which conditions are not set
forth herein. To the extent any provision of the Plan or action by the Committee
fails to so comply, it shall be deemed null and void, to the extent permitted by
law and deemed advisable by the Committee.




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