8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 15, 2006

Intervoice, Inc.

(Exact name of registrant as specified in its charter)

Texas
(State or other jurisdiction
of incorporation) 001-15045
(Commission
File Number) 75-1927578
(IRS Employer
Identification No.)

17811 Waterview Parkway,
Dallas, Texas 75252
(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code: (972) 454-8000

Not applicable
(Former name or former address, if changed since last report)

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

     On September 20, 2006 Intervoice, Inc. (“Intervoice”) issued a press release (the “Press Release”) announcing its financial results with respect to the quarter ended August 31, 2006.

     The foregoing is qualified by reference to Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 2.03	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Item 2.04	Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

     Following the acquisition by Intervoice of the assets of Mountain View, California-based Nuasis Corporation in September 2006, Intervoice undertook a review of its leased facilities in California under both Nuasis Corporation’s sublease in Mountain View, California (the “Mountain View Sublease”) and a lease in Santa Clara, California Intervoice had assumed in December 2005 when it acquired Edify Corporation together with a replacement lease signed in June 2006 to exchange the original premises for new premises in the same Santa Clara facility (collectively, the “Santa Clara Lease”). The facilities review concluded that Intervoice could more cost effectively satisfy its California facilities requirements by terminating the Santa Clara Lease and amending and extending the Mountain View Sublease.

     On September 15, 2006 Intervoice terminated the Santa Clara Lease by executing the Lease Termination Agreement dated as of September 14, 2006, paying the landlord, San Tomas Tower, LLC, a $852,112 termination payment and forfeiting a $25,358 security deposit and a $22,530 rental deposit. Intervoice can continue to occupy the original premises encompassed by the Santa Clara Lease through October 31, 2006 and, at its option, through November 30, 2006. A deposit in the amount of $182,132 will be refunded to Intervoice when it vacates the original premises under the Santa Clara Lease. By terminating the Santa Clara Lease, Intervoice avoided incurring significant expenditures for tenant improvements to the new premises acquired in June 2006.

     On September 18, 2006, Intervoice exercised its option to extend through June 30, 2012 the Mountain View Sublease, which otherwise would have become terminable on October 31, 2006 by either Intervoice or the sublandlord, PayPal, Inc., on 30 days notice. The Mountain View Sublease encompasses 25,879 rentable square feet and, after six months of free rent, monthly rentals commence at $31,055 and increase to $43,994. Intervoice must also pay the sublandlord for Intervoice’s proportionate share of basic operating costs, maintenance costs and other charges under the sublease.

     Copies of the Lease Termination Agreement dated as of September 14, 2006 relating to the Santa Clara Lease and the Sublease dated March 30, 2004, the Exercise of Option Letter dated September 18, 2006 and the Assignment, Assumption and Amendment of Sublease dated August 30, 2006 relating to the Mountain View Sublease are attached hereto as, respectively, Exhibits 99.2, 99.3, 99.4 and 99.5 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

     Not applicable.

(b) Pro Forma Financial Information.

     Not applicable.

(c) Shell Company Transactions.

     Not applicable.

(d) Exhibits.

Exhibit
Number	Exhibit Title
99.1	Press Release of Intervoice dated September 20, 2006 announcing its financial results with respect to the quarter ended August 31, 2006
99.2	Lease Termination Agreement dated as of September 14, 2006
99.3	Sublease dated March 30, 2004
99.4	Assignment, Assumption and Amendment of Sublease dated August 30, 2006
99.5	Exercise of Option Letter dated September 18, 2006

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INTERVOICE, INC.
	By:	/S/ CRAIG E. HOLMES
		Craig E. Holmes
		Executive Vice President and Chief Financial Officer
Date: September 20, 2006

EXHIBIT INDEX

Exhibit
Number	Exhibit Title
99.1	Press Release of Intervoice dated September 20, 2006 announcing its financial results with respect to the quarter ended August 31, 2006
99.2	Lease Termination Agreement dated as of September 14, 2006
99.3	Sublease dated March 30, 2004
99.4	Assignment, Assumption and Amendment of Sublease dated August 30, 2006
99.5	Exercise of Option Letter dated September 18, 2006

EX-99.1

Exhibit 99.1

PRESS RELEASE

37-06	MEDIA CONTACTS
	Corbin Baumel
	Intervoice, Inc.
	972-454-8737
	Corbin.baumel@intervoice.com

FOR IMMEDIATE RELEASE

Intervoice Announces Results for the Second Quarter of Fiscal 2007

Revenue of $51.1 Million and Net Income of $0.05 Per Diluted Share

DALLAS — September 20, 2006 — Intervoice, Inc. (NASDAQ: INTV) today reported revenues of $51.1 million for its second fiscal quarter ended August 31, 2006, up 18 percent from $43.3 million recorded in the same quarter of the prior year, and up 12 percent from $45.7 million of revenues posted in the prior quarter. Current quarter net income of $2.0 million, or $0.05 per diluted share, decreased from $4.6 million, or $0.12 per share in the same quarter of the prior year, and increased from a net loss of $0.4 million, or $0.01 per share from the prior quarter.

The Company’s solutions backlog of $41.0 million at August 31, 2006 was up from $30.3 million, or 36 percent from the same quarter of the prior year, and about flat compared to $41.2 million at the end of the first quarter of fiscal 2007.

On September 1, 2006 the Company completed the purchase of the assets and certain liabilities of Nuasis Corporation, a leading provider of Internet-enabled, customer contact software. The Nuasis product suite allows Intervoice to bring new IP-based contact center applications to the agent desktop, including web-chat and email response applications, along with its market leading speech-enabled IVR and voice portal solutions.

“We are expecting the acquisition of Nuasis technology to be very positive for our customers, partners, employees and shareholders,” said Bob Ritchey, the Company’s President & CEO, “I continue to believe the Company’s long-term outlook is favorable, and I currently believe revenues for the third quarter of fiscal 2007 will be in the $48 million to $53 million range. I look forward to discussing details of our second fiscal quarter and outlook for the future in today’s conference call with investors.”

“I am very pleased with the results we have posted for this quarter,” said Craig Holmes, the Company’s Executive Vice President and Chief Financial Officer. “Our investments in new customers, software, services and markets drove significant top-line growth during the first half of our fiscal year.”

Effective March 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (SFAS 123R). The impact of this adoption was an increase in the Company’s second quarter operating costs of $1.3 million related to non-cash stock compensation expenses. Of this amount, $0.3 million is reflected in cost of goods sold, $0.1 million is included in research and development expenses, and $0.9 million is reflected in selling, general and administrative expenses. The tax effect of these adjustments would be $0.4 million at the effective rate of 32.4 percent.

In addition, the Company had approximately $1.0 million of expenses in the second fiscal quarter relating to acquisition intangible amortization charges, severance and restructuring expenses. Of this amount, $0.3 million is recorded in costs of goods sold, $0.1 million is reflected in selling, general and administrative expenses and $0.6 million is reflected as amortization of acquisition related intangible assets. The tax effect of these adjustments would be $0.3 million at the effective rate of 32.4 percent

The Company has scheduled a conference call for 4:00 p.m. central time on Wednesday September 20, 2006, to discuss its second fiscal quarter results and its outlook for the future. To participate in the call, dial (719) 457-2630. The conference call confirmation code is 7427708. A webcast and replay of the call will be available at the Company’s Web site: www.intervoice.com.

Intervoice has included in this press release certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 concerning its business and operations that are based on management’s current beliefs. All statements other than statements of historical fact in this press release are forward—looking statements. Readers are cautioned to read the risks and uncertainties, described in the Company’s filings with the Securities and Exchange Commission, including without limitation, the risks and uncertainties set forth under the caption entitled “Cautionary Disclosures to Qualify Forward Looking Statements” in the Company’s Annual Report filed on Form 10-K and Quarterly Reports filed on Form 10-Q. Intervoice cautions current and potential investors that such risks and uncertainties could result in material differences from the forward-looking statements in this press release.

About Intervoice

Intervoice, Inc. (NASDAQ: INTV) provides leading enterprises and network operators with the platform, software, applications and services necessary to optimize the customer experience through voice automation solutions. Intervoice Media Exchange, the open, standards-based Intervoice product suite, offers unparalleled flexibility for advanced multi-media messaging, portal, IVR and payment applications. Building on more than 20 years of systems integration and service delivery experience, the Professional Services Agility Suite from Intervoice is designed to provide proven best practices toward design, implementation, and optimization of voice applications. Intervoice systems have been proven in more than 23,000 implementations worldwide. With the acquisition of Nuasis, Intervoice can now bring new IP-based contact center applications to the agent desktop, including web-chat and email response applications, along with its market leading speech-enabled IVR and voice portal self-service solutions. In addition to traditional premise-based deployments, the Nuasis offering supports remote based agents and hosted solutions. Intervoice is headquartered in Dallas with offices in Europe, the Middle East, South America, Africa and Asia-Pacific. For more information, visit www.intervoice.com.

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INTERVOICE, INC.
CONSOLIDATED BALANCE SHEETS

	(In Thousands, Except Share and Per Share Data)
ASSETS	August 31, 2006			February 28, 2006
	(Unaudited)
Current Assets		$31,963			$42,076
Cash and cash equivalents
Trade accounts receivable, net of allowance for doubtful accounts of $1,882 in fiscal 2007 and $1,701 in fiscal 2006		32,509			25,745
Inventory		12,105			9,439
Prepaid expenses and other current assets		6,383			4,406
Deferred income taxes		3,182			3,047
		86,142			84,713
Property and Equipment, net of accumulated depreciation of $63,343 in fiscal 2007 and $59,002 in fiscal 2006		33,636			28,893
Other Assets
Intangible assets, net of accumulated amortization of $18,589 in fiscal 2007 and $17,343 in fiscal 2006		9,038			10,284
Goodwill		32,461			32,461
Long term deferred income taxes		2,108			1,330
Other assets		496			454
	$	163,881		$	158,135
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	14,244		$	10,154
Accrued expenses		12,198			15,176
Customer deposits		5,449			6,157
Deferred income		31,133			32,172
Income taxes payable		1,400			484
Deferred income taxes		—			270
		64,424			64,413
Stockholders’ Equity
Preferred stock, $100 par value—2,000,000 shares authorized: none issued
Common stock, no par value, at nominal assigned value—62,000,000 shares authorized: 38,578,339 issued and outstanding in fiscal 2007 and 38,470,087 issued and outstanding in fiscal 2006		19			19
Additional capital		95,057			92,050
Retained earnings		5,168			3,558
Accumulated other comprehensive loss		(787	)		(1,905	)
Stockholders’ equity		99,457			93,722
	$	163,881		$	158,135

INTERVOICE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	(In Thousands, Except Per Share Data)
	Three Months Ended					Six Months Ended
	August 31,			August 31,		August 31,		August 31,
	2006			2005		2006		2005
Sales
Solutions	$	24,865		$	22,022	$	44,334	$	43,392
Recurring services		26,235			21,268		52,434		43,161
		51,100			43,290		96,768		86,553
Cost of goods sold
Solutions		15,205			13,050		27,509		25,854
Recurring services		7,192			6,273		14,666		12,385
		22,397			19,323		42,175		38,239
Gross margin
Solutions		9,660			8,972		16,825		17,538
Recurring services		19,043			14,995		37,768		30,776
		28,703			23,967		54,593		48,314
Research and development expenses		5,239			3,884		11,021		8,079
Selling, general and administrative expenses		20,225			15,367		41,025		30,800
Amortization of acquisition related intangible assets		582			252		1,163		504
Income from operations		2,657			4,464		1,384		8,931
Interest income		448			599		947		1,096
Interest expense		—			—		—		(25	)
Other income (expense)		(125	)		36		82		162
Income before taxes		2,980			5,099		2,413		10,164
Income taxes		965			498		803		1,644
Net income	$	2,015		$	4,601	$	1,610	$	8,520
Net income per share — basic	$	0.05		$	0.12	$	0.04	$	0.23
Shares used in basic per share computation		38,552			38,130		38,528		37,831
Net income per share — diluted	$	0.05		$	0.12	$	0.04	$	0.22
Shares used in diluted per share computation		39,114			38,997		39,143		39,043

INTERVOICE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	(In Thousands)
	Three Months Ended						Six Months Ended
	August 31,			August 31,			August 31,			August 31,
	2006			2005			2006			2005
Operating activities
Net income	$	2,015		$	4,601		$	1,610		$	8,520
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		2,573			1,870			5,251			3,592
Non-cash compensation expense		1,368			—			2,749			—
Change in accounts receivable		(6,682	)		3,942			(6,623	)		4,930
Other changes in operating activities		(4,555	)		1,045			(4,241	)		(2,612	)
Net cash provided by (used in) operating activities		(5,281	)		11,458			(1,254	)		14,430
Investing activities
Purchases of property and equipment		(4,207	)		(3,912	)		(8,614	)		(7,044	)
Purchase of Edify Corporation		(90	)		—			(926	)		—
Other		—			—			—			(300	)
Net cash used in investing activities		(4,297	)		(3,912	)		(9,540	)		(7,344	)
Financing activities
Paydown of debt		—			—			—			(1,733	)
Exercise of stock options		109			585			258			2,078
Exercise of warrants		—			—			—			2,500
Net cash provided by financing activities		109			585			258			2,845
Effect of exchange rates on cash		(30	)		(155	)		423			(781	)
Increase (decrease) in cash and cash equivalents		(9,499	)		7,976			(10,113	)		9,150
Cash and cash equivalents, beginning of period		41,462			61,416			42,076			60,242
Cash and cash equivalents, end of period	$	31,963		$	69,392		$	31,963		$	69,392

INTERVOICE, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)

(In Thousands, Except Share Data)

									Accumulated Other
	Common Stock				Additional		Retained		Comprehensive
	Shares		Amount		Capital		Earnings		Loss			Total
Balance at February 28, 2006		38,470,087	$	19	$	92,050	$	3,558	$	(1,905	)	$	93,722
Net income		—		—		—		1,610		—			1,610
Foreign currency translation adjustment		—		—		—		—		1,118			1,118
Comprehensive income													2,728
Exercise of stock options		108,252		—		258		—		—			258
Non-cash compensation		—		—		2,749		—		—			2,749
Balance at August 31, 2006		38,578,339	$	19	$	95,057	$	5,168	$	(787	)	$	99,457

Intervoice, Inc.
Revenues by Market and Geography
For the Quarter Ended August 31, 2006
Unaudited
(In thousands)

	North				Rest of
	America				World				Total
Solutions	$	12,879	51.8	%	$	11,986	48.2	%	$	24,865	100.0	%
Customer and Software Support		16,203	78.4	%		4,463	21.6	%		20,666	100.0	%
Hosted Solutions		3,744	67.2	%		1,825	32.8	%		5,569	100.0	%
Total Sales	$	32,826	64.2	%	$	18,274	35.8	%	$	51,100	100.0	%
Voice Automation/IVR									$	19,874	38.9	%
Messaging										3,569	7.0	%
Payment										1,422	2.8	%
Total Solutions										24,865	48.7	%
Customer and Software Support										20,666	40.4	%
Hosted Solutions										5,569	10.9	%
Total Recurring Services										26,235	51.3	%
Total Sales									$	51,100	100.0	%

Intervoice, Inc.
Revenues by Market and Geography
For the Six Months Ended August 31, 2006
Unaudited
(In thousands)

	North				Rest of
	America				World				Total
Solutions	$	21,101	47.6	%	$	23,233	52.4	%	$	44,334	100.0	%
Customer and Software Support		31,613	77.4	%		9,238	22.6	%		40,851	100.0	%
Hosted Solutions		7,153	61.8	%		4,430	38.2	%		11,583	100.0	%
Total Sales	$	59,867	61.9	%	$	36,901	38.1	%	$	96,768	100.0	%
Voice Automation/IVR									$	33,618	34.7	%
Messaging										7,287	7.5	%
Payment										3,429	3.6	%
Total Solutions										44,334	45.8	%
Customer and Software Support										40,851	42.2	%
Hosted Solutions										11,583	12.0	%
Total Recurring Services										52,434	54.2	%
Total Sales									$	96,768	100.0	%

EX-99.2

Exhibit 99.2

LEASE TERMINATION AGREEMENT

     THIS LEASE TERMINATION AGREEMENT (the “Agreement”) is entered into as of September 14, 2006, by and between SAN TOMAS TOWER LLC, a Delaware limited liability company (“Landlord”), and INTERVOICE, INC., a Texas corporation (“Tenant”), in the following factual context:

RECITALS:

     A. Landlord and Tenant entered into that certain Office Lease dated as of June 7, 2006 (the “Lease”), covering certain space (the “Premises”) located on the second floor of 2880 San Tomas Expressway, Santa Clara, California, which is a portion of the San Tomas Business Park (the “Project”).

     B. Tenant desires to terminate the Lease effective September 14, 2006, in consideration for making a termination payment to Landlord on the terms hereinafter provided.

     C. Landlord is agreeable to the termination of the Lease on the terms hereinafter provided.

     D. Tenant is also a tenant in another building at the Project at 2840 San Tomas Expressway (the “Existing Space”) pursuant to an Office Lease dated June 11, 1990, as amended and assigned (the “Existing Lease”).

AGREEMENT:

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

     1. Termination Date. The Lease shall terminate at 11:59 p.m. on September 14, 2006 (the “Termination Date”). In connection with such termination of the Lease, Tenant and Landlord shall be obligated as follows:

          a. Within one (1) business day after the full execution and delivery of this Agreement by Landlord and Tenant, Tenant shall pay to Landlord the sum of $852,111.86 (the “Termination Payment”) in immediately available funds.

          b. Landlord and Tenant acknowledge that Tenant has never taken possession of or occupied the Premises, and that the Commencement Date did not occur.

          c. As additional consideration, Landlord shall be entitled to retain (i) Tenant’s Security Deposit in the amount of $25,357.94, Tenant hereby waiving any rights to the return of the Security Deposit under the Lease and under the provisions of California Civil Code Section 1950.7 with respect thereto; and (ii) Tenant’s first month’s rental in the amount of $22,530.20, which amounts were previously paid by Tenant to Landlord.

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     2. Release. Upon Landlord’s receipt of the Termination Payment, except as expressly set forth in this Agreement, the parties to this Agreement and their respective parent companies, partners, affiliates, subsidiaries, directors, officers, agents, employees, successors and assigns are hereby unconditionally and fully released and discharged from any and all obligations, claims, actions, liability, past, present and future, of whatever kind or character, known or unknown, by reason of, growing out of, arising out of or existing in connection with the execution of the Lease or the performance or non-performance of any of the terms or provisions thereof, or by reason of the breach or alleged breach, or conduct or activity resulting in the breach or alleged breach, of any of the terms or provisions of the Lease. Except as expressly set forth in this Agreement, this Agreement shall fully and finally settle all demands, claims, charges, accounts or causes of action of any nature arising out of or connected with the provisions of the Lease.

     3. Statutory Waiver. Landlord and Tenant each acknowledges that it is familiar with Section 1542 of the California Civil Code which provides as follows:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

Landlord and Tenant each hereby waives and relinquishes every right or benefit it may have under Civil Code Section 1542 and all other provisions of law with respect to any such claim it may have against the other party with respect to the Lease and the Premises to the full extent that it may lawfully do so. In connection with such waiver and relinquishment, Landlord and Tenant each acknowledges that it is aware that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this Agreement, but that it is such party’s intention hereby to fully, finally and forever settle and release all such claims, known or unknown, suspected or unsuspected, which may now exist or which have previously existed between Landlord and Tenant with respect to the Lease and the Premises. Accordingly, Landlord and Tenant each agrees that this Agreement shall be and remain in effect as a full and complete release notwithstanding the discovery or existence of any such additional or different facts.

     4. Surviving Lease Obligations. Landlord and Tenant acknowledge and agree that, notwithstanding anything to the contrary in Sections 2 and 3 above, the obligations of Landlord and Tenant set forth in the Lease which by the terms thereof survive the termination of the Lease shall indeed survive the termination of the Lease pursuant to this Agreement, including without limitation all indemnifications of Landlord by Tenant.

     5. Existing Lease. Landlord and Tenant hereby agree that the holdover term of the Existing Lease shall expire on October 31, 2006 (the “Existing Lease Expiration Date”).; provided that Tenant shall have the right to extend the Existing Lease Expiration Date for a period of one (1) month, through November 30, 2006, by giving Landlord irrevocable written notice thereof no later than October 24, 2006. Tenant’s base rent for the Existing Space through the Existing Lease Expiration Date (as it may have been extended) shall continue to be $53,361.00 per month, and Tenant shall continue to be liable for its proportionate share of Direct

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Expenses (as such term is defined in the Existing Lease) and any other additional rent amounts accruing under the Existing Lease until its expiration as herein provided. All terms of the Existing Lease shall continue in full force and effect, including without limitation the surrender provisions thereof. Notwithstanding anything to the contrary herein or in the Existing Lease, Tenant shall have the right, prior to surrender of the Existing Space, to remove (i) Tenant’s personal property from the Existing Space and (ii) Tenant’s installed audio-visual equipment from the audio-visual room therein, provided that (x) Tenant surrenders the Existing Space in broom clean condition and (y) Tenant repairs at its own expense any damage to the building in which the Existing Space is located caused by such removal or by Tenant’s vacation of the Existing Space. However, Tenant shall have no obligation to restore the Existing Space to the condition it was in at the time of its delivery to Tenant.

          Landlord acknowledges that it currently holds a security deposit of $182,132.43 under the Existing Lease, which shall be returned to Tenant following the Existing Lease Expiration Date (as it may have been extended) subject to and in accordance with the terms of the Existing Lease and applicable law.

          Tenant and Landlord expressly agree that all rights and remedies available to Landlord under the Existing Lease and under applicable law shall apply in the event Tenant does not surrender the Existing Space to Landlord on the Existing Lease Expiration Date, as it may have been extended (subject to Tenant’s rights with respect to the Permitted Holdover Period, as set forth below), including without limitation the right to increase the monthly base rent thereunder as provided in Section 24 of the Existing Lease to $308,308.00 (the “Unpermitted Holdover Rent”).

          Notwithstanding anything in this Section 5 to the contrary, Landlord shall allow Tenant up to a ten (10)-day grace period after the Existing Lease Expiration Date (as it may have been extended) to complete Tenant’s vacation and surrender of the Existing Space (the “Permitted Holdover Period”) at no cost to Tenant. However, if Tenant fails to surrender the Existing Space in the required condition on or before 5:00 p.m. on November 10, 2006 (or December 10, 2006, if the Existing Lease Expiration Date has been extended as permitted by this Agreement), then Tenant shall be obligated to pay holdover rent in the amount of the Unpermitted Holdover Rent as set forth above in this Section 5 for the entire month of November, 2006 or December, 2006, as applicable (and any succeeding months of hold-over), such Permitted Holdover Period being voided by such extended unpermitted holdover.

     6. Landlord Authorization. Landlord hereby authorizes Tenant to act as its agent as set forth in Schedule 6.1 attached hereto and hereby incorporated into this Agreement.

     7. Representations and Warranties.

          a. Tenant represents and warrants that it has not made any assignment, sublease, transfer, conveyance or other disposition of (i) the Lease; (ii) its interest in the Lease; or (iii) any claim, demand, obligation, liability, action or cause of action arising under the terms of the Lease, to any person, firm, partnership, association or other entity.

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          b. Landlord represents and warrants that it is the fee simple owner of the Project.

          c. Landlord further represents and warrants that it has paid all brokerage commissions and architectural and engineering fees incurred or that will become payable in connection with the Lease, except for the amount of approximately $39,400.00 claimed by Landlord’s architect.

          d. Landlord and Tenant each further represents and warrants that it has full power and authority to sign and deliver this Agreement, and the execution and delivery of this Agreement will not violate and will not constitute a default under any agreements with any third parties.

          e. Landlord and Tenant each hereby agrees to indemnify and hold harmless the other party against all actions, demands, liabilities, costs, expenses, rights of action or causes of action based on, arising out of, or in connection with, any breach of any of the foregoing representations and warranties.

     8. Due Authorization. Landlord and Tenant each covenants, warrants and represents that each individual executing or attesting this Agreement on its behalf is duly authorized to execute or attest and deliver this Agreement on behalf of such entity.

     9. Notices. Any notice or communication provided for in this Agreement must be in writing, and shall be given or be served in accordance with the notice provisions set forth in the Lease. A party hereto may change its address by at least ten (10) days’ written notice to the other party delivered in compliance with this paragraph.

     10. Attorneys’ Fees. If an action is commenced between the parties in connection with the enforcement of any provision of this Agreement, the prevailing party in that action shall be entitled to recover its costs and expenses, including reasonable attorneys’ fees.

     11. Further Assurances. Landlord and Tenant agree to perform, execute and deliver or cause to be performed, executed and delivered any and all such further acts, deeds and assurances as may be necessary to consummate the actions contemplated in this Agreement.

     12. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Landlord and Tenant and their respective successors and assigns.

     13. California Law. This Agreement shall be construed in accordance with, governed by, and shall be subject to, the laws of the State of California.

     14. Time of Essence. The parties hereto agree that time is of the essence with respect to all covenants and agreements herein.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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     15. Entire Agreement. This Agreement contains the entire agreement between the parties hereto regarding the subject matter hereof. No modifications or changes herein or hereof shall be binding upon either party hereto unless set forth in a document duly executed by or on behalf of such party. In the event of a conflict between the terms of this Agreement and the terms of the Lease or of the Existing Lease, the terms of this Agreement shall control.

     16. Defined Terms. All defined terms used and not otherwise defined herein shall have the meanings given such terms in the Lease.

     17. Invalidity. If any covenant, condition or provision herein contained is held to be invalid by final judgment of any court of competent jurisdiction, the invalidity of such covenant, condition or provision shall not in any way affect any other covenant, condition or provision herein contained.

     18. Counterparts; Facsimile Signatures. This Agreement may be executed in a number of identical counterparts which, taken together, shall collectively constitute one (1) agreement. Further, for purposes of the parties’ execution of this Agreement, it is expressly agreed that a facsimile of a party’s signature hereto shall be as valid, binding and enforceable as the original thereof, provided that originals are promptly exchanged by the parties thereafter.

     EXECUTED as of the date first set forth above.

LANDLORD:	SAN TOMAS TOWER LLC,
	a Delaware limited liability company
	By: /s/ Michael J. Krier
	Name: Michael J. Krier
	Its: Director of Black Rock Realty Advisors ITS Manager
TENANT:	INTERVOICE, INC.,
	a Texas corporation
	By: /s/ Craig E. Holmes
	Name: Craig E. Holmes
	Its: Executive Vice President and Chief Financial Officer
	By: /s/ Dean C. Howell
	Name: Dean C. Howell
	Its: Senior Vice President, General Counsel & Secretary

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EX-99.3

Exhibit 99.3

303 Bryant Street
Mountain View, California

TABLE OF CONTENTS

Section		Page
1.	Demise; Use		1
2.	Term		1
3.	Base Rent		2
4.	Subtenant’s Share		3
5.	Additional Rent; Payments; Interest		3
6.	Condition of Premises and Construction of Improvements		4
7.	The Prime Lease		6
8.	Default by Subtenant		9
9.	Nonwaiver		10
10.	Cumulative Rights and Remedies		10
11.	Indemnity		10
12.	Waiver of Subrogation		10
13.	Brokerage Commissions		11
14.	Successors and Assigns		11
15.	Entire Agreement		11
16.	Notices		11
17.	Authority of Subtenant		12
18.	Letter of Credit as Security		12
19.	Personal Property Lease		14
20.	Equipment Use		15
21.	Consent of Landlord		17
22.	Use of Lobby for Receptionist		17
23.	Parking		17
24.	Extension Option		17
25.	Signage		19
26.	Sublandlord Representations and Covenants		19

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Sublease

     THIS SUBLEASE (this “Sublease”) is made and entered into as of the 30^th day of March, 2004, by and between PayPal, Inc., a Delaware corporation, hereinafter called “Sublandlord”), and Nuasis Corporation, a Delaware corporation, hereinafter called “Subtenant”);

R E C I T A L S:

     A. By that certain Lease dated August 15, 2001, a copy of which is attached hereto as Exhibit A and by this reference made a part hereof (hereinafter called the “Prime Lease”), Bryant Street Associates, LLC, a California limited liability company (hereinafter, together with its successors and assigns, called “Landlord”), leased to Sublandlord approximately 50,210 square feet on the first (1^st) floor, second (2^nd) floor, third (3^rd) floor and below-grade parking lot (2 levels) in the building known as 303 Bryant Street in the City of Mountain View, California (hereinafter called the “Building”), for a term commencing on January 1, 2002 and ending one hundred twenty-six (126) months thereafter; and

     B. Subtenant desires to sublease from Sublandlord, and Sublandlord desires to sublease to Subtenant, that portion of the premises subject to the Prime Lease (hereinafter called the “Premises”) containing approximately 25,879 rentable square feet located on the 1^st and 2^nd floors of the Building and depicted on Exhibit B attached hereto and made a part hereof, all upon the terms and subject to the conditions and provisions hereinafter set forth;

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

     1. Demise; Use. Sublandlord hereby leases to Subtenant and Subtenant hereby leases from Sublandlord the Premises for the term and rental and upon the other terms and conditions hereinafter set forth, to be used and occupied by Subtenant solely for the purpose of general office space, research and development and other related legal uses and for no other purpose.

     2. Term. The term of this Sublease shall commence (the “Commencement Date”) on the first to occur of the following:

     (a) The later to occur of (1) April 1, 2004 and (2) fifteen (15) days after the date upon which Sublandlord delivers possession of the Premises to Subtenant in the condition required by Paragraph 6 below; and

     (b) May 15, 2004, whether or not the Tenant Work (as defined below in Section 6(b) below) shall have been completed on or before such date, subject to the provisions of Section 6(e) below.

The term of this Sublease, unless sooner terminated or extended pursuant to the provisions hereof, shall expire on the earlier of four (4) years after the Commencement Date and the prior termination of the term of the Prime Lease. Following the Commencement Date, and within five days after request of either party, Sublandlord and Subtenant shall confirm the Commencement Date and expiration date of the term of Sublease and Subtenant acceptance of the Premises. Subtenant may enter the Premises, following receipt of Landlord’s consent to this Sublease and prior to the Commencement Date, to install cabling, to move its furniture and equipment into the Premises and in other respects to prepare to occupy the same, provided that such entry shall be coordinated and scheduled with Sublandlord to ensure that Tenant’s Work is not disrupted or delayed. No rentals or charges shall be payable by reason of such entry; provided, however, that if Subtenant commences to conduct business operations in the Premises prior to the date otherwise provided in this Sublease as the Commencement Date, the Commencement Date shall be the day that such operations commence.

     3. Base Rent.

     (a) Subtenant shall pay to Sublandlord rent (hereinafter called “Base Rent”) for the Premises as follows:

			Monthly
	Monthly Base Rent		Installments (based
Time Period	Rate Per Square Foot		on 25,879 rentable
by Month	of Rentable Area		square feet)
1-4	Abated			0
5-12	$	1.15	$	29,760.85
13-18	$	1.35		34,936.65
19-24	$	1.55		40,112.45
25-36	$	1.65		42,700.35
37-48	$	1.95		50,464.05

Base Rent shall be due and payable in twelve equal installments. Each such installment shall be due and payable in advance on the first day of each calendar month of the term hereof; provided that Base Rent for the fifth (5^th) month shall be paid by Subtenant upon execution and delivery of this Sublease. If the term of this Sublease commences on a day other than the first day of a month or ends on a day other than the last day of a month, Base Rent for such month shall be prorated; prorated Base Rent for any such partial first month of the term hereof shall be paid on the date on which the term commences.

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All Base Rent, Rent Adjustment (hereinafter defined) and additional rent shall be paid without setoff or deduction whatsoever and shall be paid to Sublandlord at its office at c/o EBAY, 2145 Hamilton Ave, San Jose, CA 95125, Attention: Sue Sifford or at such other place as Sublandlord may designate by notice to Subtenant. Notwithstanding the foregoing, Base Rent and Rent Adjustment shall abate during the time and to the extent Rent is abated under the Prime Lease with respect to the Premises (other than abatement at beginning of the term).

     4. Subtenant’s Share. Subtenant shall pay Rent Adjustment (hereinafter defined) to Sublandlord on or before the respective dates on which corresponding payments of Estimated Operating Costs and Basic Operating Costs Adjustment are due and payable by Sublandlord to Landlord under the Prime Lease. “Rent Adjustment” means: sixty percent (60%) (“Subtenant’s Share”) of Tenant’s Proportionate Share of Basic Operating Costs under the Prime Lease, and for purposes of calculating Subtenant’s Share, Tenant’s Proportionate Share of Basic Operating Expenses under the Prime Lease shall mean amounts payable by Sublandlord thereunder in respect of the entirety of the third floor of the Building, the entirety of the second floor thereof, and the portion of the first floor thereof occupied by Subtenant under this Sublease. Sublandlord shall send Subtenant a copy of notices from Landlord stating amounts of monthly installments of Estimated Basic Operating Costs, any interim adjustments and any calculation of Basic Operating Cost and Basic Cost Operating Adjustment when received by Sublandlord under the Prime Lease. If Subtenant has overpaid Rent Adjustment, Subtenant shall be entitled to a cash refund, or credit, whichever Sublandlord has received from Landlord with respect to the corresponding overpayment under the Prime Lease. Rent Adjustment shall be prorated for any period of this Sublease which is shorter than the corresponding period for which Tenant’s Proportionate Share of Basic Operating Cost is payable under the Prime Lease, based on the number of days following in each period. Subtenant’s obligation to pay and rights to receive refunds of overpayments of Rent Adjustment for periods prior to the expiration or earlier termination of this Sublease shall survive expiration or termination of this Sublease.

     5. Additional Rent; Payments; Interest.

     (a) Except for those components of rent under the Prime Lease defined as “Base Rent” and Tenant’s Proportionate Share of Basic Operating Costs under the Prime Lease, Subtenant’s Share of which is provided in Section 4 above, Subtenant shall also pay to Sublandlord all other amounts payable by Sublandlord under the Prime Lease which are attributable Subtenant’s use of the Premises; provided, however, that Subtenant shall not be responsible for payment of any penalties, late charges, interest or the like payable by Sublandlord, except where such penalties, late charges, interest of the like result directly from the actions of Subtenant.

     (b) Gas and electric usage are currently metered to the Building as a whole. Sublandlord will bill Subtenant for its gas and electrical service based on estimated usage, which may be submetered or otherwise reasonably estimated by Sublandlord at rates charged by the utility company. Alternatively, Sublandlord may, at its option, require Subtenant to make arrangements to have electrical usage separately metered or submetered to Subtenant at Sublandlord’s expense.

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     (c) Each amount due to pursuant to Subsection 5(a) or (b) above and each other amount payable by Subtenant hereunder, unless a date for payment of such amount is provided for elsewhere in this Sublease, shall be due and payable thirty (30) days following the date on which Landlord or Sublandlord has given notice to Subtenant of the amount thereof.

     (d) All amounts other than Base Rent payable to Sublandlord under this Sublease shall be deemed to be additional rent due under this Sublease. All past due installments of Base Rent and additional rent shall bear interest from the date due until paid at the rate per annum equal to three percent (3%) in excess of the Prime Rate (as hereinafter defined) in effect from time to time, which rate shall change from time to time as of the effective date of each change in the Prime Rate, unless a lesser rate shall then be the maximum rate permissible by law with respect thereto, in which event said lesser rate shall be charged. For the purposes of this Sublease, the term “Prime Rate” shall mean the rate of interest published in The Wall Street Journal in effect from time to time plus two percent (2%).

     (e) Subtenant shall pay Landlord on the due dates for services requested by Subtenant which are billed by Landlord directly to Subtenant rather than Sublandlord.

     6. Condition of Premises and Construction of Improvements.

     (a) Except as expressly provided herein, no promise of Sublandlord to alter, remodel or improve the Premises and no representation respecting the condition of the Premises or the Building have been made by Sublandlord to Subtenant. Upon the expiration of the term hereof, or upon any earlier termination of the term hereof or of Subtenant’s right to possession, Subtenant shall surrender the Premises in at least as good condition as at the completion of the work which Sublandlord is obligated to cause to be performed pursuant to Section 5(b) below, ordinary wear and tear excepted.

 (b) Sublandlord shall perform the following work to improve the Premises (“Tenant Work”):

(1)	Cover mail boxes with sheet rock to make flush with existing wall and match paint and texture; move existing credenza to be stand alone item.
(2)	Recarpet the ground floor area as necessary, based on the tenant improvements described in this paragraph.
(3)	Patch and paint all areas affected by the installation of the demising walls and removal of existing walls.
(4)	Repair and replace all affected and/or damaged ceiling tiles and T Bar.

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(5)	Replace or add electrical outlets, in accordance with all applicable laws, codes and regulations (“Codes”), on the ground floor of the area affected by the installation of the demising wall.
(6)	Install a fire-rated demising wall and complete alterations to entrances on the first floor of the Premises, in compliance with all Codes, to put the same into the configuration shown on shown on Exhibit B.
(7)	Provide all architectural and engineering services required to complete all improvements and demising walls.
(8)	Perform work as shown on the floor plan attached hereto as Exhibits E-l and E-2 and by this reference made a part hereof, with Subtenant to reimburse Sublandlord, within thirty (30) days of Sublandlord’s invoice, for the cost of one (1) new 3-0x9-0 KD frame with 1/4" glass. All of the work shall be performed in the room marked as “Office” in Exhibit E-2.

Except as provided below, Sublandlord shall deliver possession of the Premises to Subtenant in the condition required in this Section 6(b), together with the Personal Property (as provided in Section 18 below), on or before April 1, 2004, as extended by Force Majeure; provided, however, that Sublandlord shall, in any event, deliver the Premises to Subtenant, whether or not the Tenant Work has been completed, on May 15, 2004, subject to the provisions of Section 6(e) below. As used in this Section 6, “Force Majeure” shall have the meaning defined in Section 34 of the Prime Lease and also shall include any acts or omissions of Landlord which hinder or delay Sublandlord’s ability to deliver possession of the Premises (“Landlord Causes”). Notwithstanding the foregoing, neither Subtenant nor Sublandlord shall have any liabilities or obligations to each other under this Sublease if this Sublease terminates (due to Landlord’s failure to timely execute and deliver its consent to this Sublease) as provided in Section 21.

     (c) All such work (whether done on behalf of Sublandlord or Subtenant) shall, to the extent required by the terms of the Prime Lease, be done only upon the prior written consent of Landlord, if required under the Prime Lease, and in accordance with and subject to the terms and provisions of the Prime Lease and any additional requirements imposed by Landlord. Subtenant hereby agrees to name Landlord and Sublandlord as additional named insureds on any insurance policies Subtenant procures in connection with any work Subtenant desires to cause to be performed within the Premises.

     (d) Sublandlord shall deliver the Premises to Subtenant in good working condition, including but not limited to, the roof, HVAC, electrical, plumbing and lighting and the data and telephone line cabling. After the Commencement Date, Subtenant shall maintain and make all repairs and replacements to the Premises and Building required by Section 11 of the Prime Lease, except for areas not included in the Premises, and except

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as set forth in Section 19 of this Sublease. Sublandlord shall maintain and make repairs and replacements to the areas of the Building not included in the Premises which are required by Section 11 of the Prime Lease, subject to the same limitations and conditions set forth in Section 10 of the Prime Lease which are applicable to Landlord and Tenant, and Sublandlord’s costs and expenses incurred in connection therewith are referred to herein as “Maintenance Costs”. Costs and expenses for repairs and replacements to existing leasable office or retail areas on the first or third floor (whether or not leased) of the nature Subtenant is required to make under this Section 6(d) or any Basic Operating Costs or other charges properly allocable to such leasable areas, shall not be included in Maintenance Costs. Sublandlord may employ a third party contractor or contractors, and such contractors’ costs, charges and expenses shall be included in Maintenance Costs. Subtenant shall pay to Sublandlord Subtenant’s Share of the Maintenance Costs, generally at the times and in the manner provided in Section 5(c) of this Sublease for payment by Subtenant of its share of Basic Operating Costs.

     (e) In the event that Sublandlord shall deliver possession of the Premises to Subtenant pursuant to Section 6(b) above prior to completion of the Tenant Work, Landlord shall diligently and in good faith pursue the Tenant Work to completion, with work to be performed after regular business hours or otherwise at times reasonably acceptable to Subtenant to minimize the impact upon ongoing business operations of Subtenant in the Premises. In consideration of the delay in completion of such work, and as Subtenant’s sole and exclusive remedy for such delay, Subtenant shall be entitled to a credit for each day of such delay, to be taken against the Base Rent otherwise payable as provided in Section 3 of this Sublease commencing in the fifth month, twenty-five percent (25%) of the daily amount of the initial Base Rent payable under this sublease.

     7. The Prime Lease.

     (a) This Sublease and all rights of Subtenant hereunder and with respect to the Premises are subject to the terms, conditions and provisions of the Prime Lease. Subtenant hereby assumes and agrees to perform faithfully and be bound by, with respect to the Premises, all of Sublandlord’s obligations, covenants, agreements and liabilities under the Prime Lease and all terms, conditions, provisions and restrictions contained in the Prime Lease; and Subtenant shall be entitled to all rights, privileges, options, reservations and remedies granted or allowed to or held by Sublandlord, except:

(i)	for the payment of “Base Rent” and “Tenant’s Proportionate Share of Base Operating Costs” (as those terms are defined in the Prime Lease);
(ii)	that Sublandlord shall not have any obligations to construct or install tenant improvements except as may be provided herein; and
(iii)	that the following provisions of the Prime Lease do not apply to this Sublease: any provisions in the Prime Lease allowing or purporting to allow Sublandlord any rent concessions or

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construction allowances, any provisions of the Prime Lease dealing with Sublandlord’s security deposit, any provisions of the Prime Lease dealing with the initial construction and buildout of the Building, Sections 35, 37B, 37E, Exhibit D (except as between Sublandlord and Subtenant) and Exhibit F.

(b) Without limitation of the foregoing:

(i)	Subtenant shall not make any changes, alterations or additions in or to the Premises except as allowed in Section 12 of the Prime Lease;
(ii)	If Subtenant desires to take any other action and the Prime Lease would require that Sublandlord obtain the consent of Landlord before undertaking any action of the same kind, Subtenant shall not undertake the same without the prior written consent of Sublandlord, which shall not be unreasonably withheld or delayed. Sublandlord may condition its consent on the consent of Landlord being obtained and may require Subtenant to contact Landlord directly for such consent;
(iii)	All rights given to Landlord and its agents and representatives by the Prime Lease to enter the premises covered by the Prime Lease shall inure to the benefit of Sublandlord and their respective agents and representatives with respect to the Premises;
(iv)	Sublandlord shall also have all other rights, and all privileges, options, reservations and remedies, granted or allowed to, or held by, Landlord under the Prime Lease;
(v)	Subtenant shall maintain insurance of the kinds and in the amounts required to be maintained by Sublandlord under the Prime Lease covering Subtenant and Subtenant’s use of the Premises. All policies of liability insurance shall name as additional insureds the Landlord and other parties required under the Prime Lease and Sublandlord and the following persons or entities: eBay Inc. and Cushman & Wakefield or such managing agent as Sublandlord may from time to time designate for the Building; and
(vi)	Subtenant shall not do anything or suffer or permit anything to be done which could result in a default under the Prime Lease or permit the Prime Lease to be cancelled or terminated.

(c) Notwithstanding anything contained herein or in the Prime Lease which may appear to be to the contrary, Sublandlord and Subtenant hereby agree as follows:

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(i)	Subtenant shall not assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Sublease or any interest of Subtenant in this Sublease, by operation of law or otherwise, or permit the use of the Premises or any part thereof by any persons other than Subtenant and Subtenant’s employees, or sublet the Premises or any part thereof; provided, however, (A) Sublandlord agrees not to withhold its consent unreasonably to a sublease by Subtenant which is also reasonably acceptable to Prime Landlord and (B) Subtenant shall pay Sublandlord seventy-five percent (75%) of any consideration it receives from a sublease which exceeds, on a pro rata basis, rent payable under this Sublease after deducting reasonable sublease costs. Notwithstanding the foregoing, Sublandlord’s consent shall not be required for, and no consideration shall be due to Sublandlord in connection with, any assignment, sublease or other transfer in connection with any merger or acquisition involving initial Subtenant, any sale or acquisition of all or substantially all of the assets of initial Subtenant or to any entity which controls, is controlled by or is under common control with initial Subtenant (a “Permitted Transferee”) to the extent consent and payment of consideration is not required under the Prime Lease.
(ii)	neither rental nor other payments hereunder shall abate by reason of any damage to or destruction of the Premises, the premises subject to the Prime Lease, or the Building or any part thereof, unless, and then only to the extent that, rental and such other payments actually abate under the Prime Lease with respect to the Premises on account of such event;
(iii)	Subtenant shall not have any right to any portion of the proceeds of any award for a condemnation or other taking, or a conveyance in lieu thereof, of all or any portion of the Building, the premises subject to the Prime Lease or the Premises, except Subtenant shall be entitled to a proportionate share of any proceeds received by Sublandlord based on the ratio of the area of the Premises taken to the total premises leased under the Prime Lease;
(iv)	Subtenant shall not have any right to exercise or have Sublandlord exercise any option under the Prime Lease, including, without limitation, any option to extend the term of the Prime Lease or lease additional space; and
(v)	In the event of any conflict between the terms, conditions and provisions of the Prime Lease and of this Sublease, the terms, conditions and provisions of this Sublease shall, in all instances, govern and control.

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     (d) It is expressly understood and agreed that Sublandlord does not assume and shall not have any of the obligations or liabilities of Landlord under the Prime Lease and that Sublandlord is not making the representations or warranties, if any, made by Landlord in the Prime Lease. With respect to work, services, repairs and restoration or the performance of other obligations required of Landlord under the Prime Lease, Sublandlord’s sole obligation with respect thereto shall be to request the same, upon written request from Subtenant, and to use reasonable efforts to obtain the same from Landlord. Sublandlord shall not be liable in damages, nor shall rent abate hereunder, for or on account of any failure by Landlord to perform the obligations and duties imposed on it under the Prime Lease.

     (e) Nothing contained in this Sublease shall be construed to create privity of estate or contract between Subtenant and Landlord, except the agreements in Section and 12 hereof, and then only to the extent of the same.

     8. Default by Subtenant.

(a) Upon the happening of any of the following:

(i)	Subtenant fails to pay any Base Rent within five (5) days after the date it is due;
(ii)	Subtenant fails to pay any other amount due from Subtenant hereunder and such failure continues for three (3) days after notice thereof from Sublandlord to Subtenant;
(iii)	Subtenant fails to perform or observe any other covenant or agreement set forth in this Sublease and such failure continues for twelve (12) days after notice thereof from Sublandlord to Subtenant; or
(iv)	any other event described as a default under the Prime Lease (if the word Subtenant were substituted for Tenant and the term Premises for the premises subject to the Prime Lease), upon such notice as may be required under the Prime Lease with respect to such event; provided, however, that events described as defaults pursuant to Section 26.A.(3) of the Prime Lease shall not constitute defaults hereunder unless the obligations referenced therein are specifically undertaken by Subtenant in this Sublease.

Subtenant shall be deemed to be in default hereunder, and Sublandlord may exercise, without limitation of any other rights and remedies available to it hereunder or at law or in equity, and any and all rights and remedies of Landlord set forth in the Prime Lease in the event of a default by Sublandlord thereunder (including without limitation, the remedy described in California Civil Code Section 1951.4.)

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     (b) In the event Subtenant fails or refuses to make any payment or perform any covenant or agreement to be performed hereunder by Subtenant, Sublandlord may make such payment or undertake to perform such covenant or agreement (but shall not have any obligation to Subtenant to do so). In such event, amounts so paid and amounts expended in undertaking such performance, together with all costs, expenses and attorneys’ fees incurred by Sublandlord in connection therewith, shall be additional rent hereunder.

     9. Nonwaiver. Failure of Sublandlord to declare any default or delay in taking any action in connection therewith shall not waive such default. No receipt of moneys by Sublandlord from Subtenant after the termination in any way of the term or of Subtenant’s right of possession hereunder or after the giving of any notice shall reinstate, continue or extend the term or affect any notice given to Subtenant or any suit commenced or judgment entered prior to receipt of such moneys.

     10. Cumulative Rights and Remedies. All rights and remedies of Sublandlord under this Sublease shall be cumulative and none shall exclude any other rights or remedies allowed by law.

     11. Indemnity.

     Subtenant agrees to indemnify, defend and hold harmless Sublandlord and its officers, directors, shareholders, agents and employees, from and against any and all claims, demands, costs and expenses of every kind and nature other than those resulting from Sublandlord’s or such party’s gross negligence or willful misconduct or breach of its obligations under this Sublease, including attorneys’ fees and litigation expenses, arising from Subtenant’s use or occupancy of the Premises, Subtenant’s construction of any leasehold improvements in the Premises or from any breach or default on the part of Subtenant in the performance of any agreement or covenant of Subtenant to be performed or performed under this Sublease or pursuant to the terms of this Sublease, or from any act or neglect of Subtenant or its agents, officers, employees, guests, servants, invitees or customers in or about the Premises. In case any such proceeding is brought against any of said indemnified parties, Subtenant covenants, if requested by Sublandlord, to defend such proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Sublandlord.

     12. Waiver of Subrogation. Anything in this Sublease to the contrary notwithstanding, Sublandlord and Subtenant each hereby waive any and all rights of recovery, claims, actions or causes of action against the other and the officers, directors, shareholders, agents and employees of each of them, and Subtenant and Landlord, by reason of its consent to this Sublease, each hereby waive any and all rights of recovery, claims, actions or causes of action against the other and its agents and employees of each of them for any loss or damage that may occur to the Premises or the premises covered by the Prime Lease, or any improvements thereto, or any personal property of any person therein or in the Building, by reason of fire, the elements or any other cause insured against under valid and collectible fire and extended coverage insurance policies, regardless of cause or origin, including negligence, except in any case which would render this waiver void under law, to the extent that such loss or

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damage is recoverable under policies required hereunder or actually recovered under said insurance policies.

     13. Brokerage Commissions. Each party hereby represents and warrants to the other that it has had no dealings with any real estate broker or agent in connection with this Sublease, excepting only Cornish & Carey Commercial (representing Subtenant) and Grubb & Ellis (representing Sublandlord) whose commission shall be paid by Sublandlord, and that it knows of no other real estate broker or agent who is or might be entitled to a commission in connection with this Sublease. Each party agrees to protect, defend, indemnify and hold the other harmless from and against any and all claims inconsistent with the foregoing representations and warranties for any brokerage, finder’s or similar fee or commission in connection with this Sublease, if such claims are based on or relate to any act of the indemnifying party which is contrary to the foregoing representations and warranties.

     14. Successors and Assigns. This Sublease shall be binding upon and inure to the benefit of the successors and assigns of Sublandlord and shall be binding upon and inure to the benefit of the successors of Subtenant and, to the extent any such assignment may be approved, Subtenant’s assigns.

     15. Entire Agreement. This Sublease contains all the terms, covenants, conditions and agreements between Sublandlord and Subtenant relating in any manner to the rental, use and occupancy of the Premises. No prior agreement or understanding pertaining to the same shall be valid or of any force or effect. The terms, covenants and conditions of this Sublease cannot be altered, changed, modified or added to except by a written instrument signed by Sublandlord and Subtenant.

     16. Notices.

     (a) In the event any notice from the Landlord or otherwise relating to the Prime Lease is delivered to the Premises or is otherwise received by Subtenant, Subtenant shall, as soon thereafter as possible, deliver such notice to Sublandlord if such notice is written or advise Sublandlord thereof by telephone if such notice is oral.

     (b) Notices and demands required or permitted to be given by either party to the other with respect hereto or to the Premises shall be in writing and shall not be effective for any purpose unless the same shall be served (i) by personal delivery with a receipt requested, (ii) by courier service, (iii) by facsimile transmission, with receipt thereof confirmed by printed facsimile acknowledgment (with a confirmation copy delivered in person or by delivery on the next business day) or (iv) by United States certified or registered mail, return receipt requested, postage prepaid; provided, however, that all notices of default shall be served either by personal delivery with a receipt requested or by courier service, addressed as follows:

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if to Sublandlord:	PayPal, Inc.
	c/o eBay
	2145 Hamilton Avenue
	San Jose, CA 95125
	Attention: Kevin Kearns, Senior Global Real Estate
	Manager Fax: (408) 376-5945
with copy to:	PayPal, Inc.
	2211 North First Street
	San Jose, C A 95131
	Attention: John Muller, General Counsel
	Fax: (408) 967-9911
if to Subtenant:	Nuasis Corporation
	260 Gish
	San Jose, C A 95112
	Attention: Chief Financial Officer
	Fax: (408) 350-4999

Notices and demands shall be deemed to have been given two (2) days after mailing, if mailed, or, if made by personal delivery or by courier service, then upon such delivery. Either party may change its address for receipt of notices by giving notice to the other party.

     17. Authority of Subtenant. Subtenant and Sublandlord each represents and warrants to the other that this Sublease has been duly authorized, executed and delivered by and on behalf of such party and constitutes the valid, enforceable and binding agreement of such party and of each party constituting Subtenant, each of whom shall be jointly and severally liable hereunder in accordance with the terms hereof.

     18. Letter of Credit as Security. Subtenant has delivered to Sublandlord an unconditional and irrevocable letter of credit (“Letter of Credit”) in the amount of One Hundred Twenty Five Thousand and No/100 Dollars ($125,000.00) (“Security Deposit”) in form and issued by a bank (“L-C Bank”) satisfactory to Sublandlord, as security for the full and faithful performance of every provision of this Sublease to be performed by Subtenant. The L-C Bank issuing the Letter of Credit shall be a bank that accepts deposits, maintains accounts, has a local Santa Clara County office that will negotiate the letter of credit, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Subtenant shall pay all expenses, points, or fees incurred by Subtenant in obtaining the Letter of Credit. The Letter of Credit shall by its terms expire not less than one year from the date issued, and shall provide for automatic one (1) year extensions unless Sublandlord is notified in writing not less than thirty (30) days prior to such expiration from the L-C Bank that the Letter of Credit will not be extended. In any event said Letter of Credit shall be renewed by Subtenant for successive periods of not less than one year each to and including the date that is thirty (30) days after the expiration date of this Sublease. The bank’s written renewal of the Letter of Credit shall in each case be delivered to

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Sublandlord not less than thirty (30) days prior to the expiration date of the then outstanding Letter of Credit. Subtenant’s failure to so deliver, renew (including specifically but not limited to the delivery to Sublandlord of such renewal not less than thirty (30) days prior to expiration of the Letter of Credit) and maintain such Letter of Credit, shall constitute a default under this Sublease without any further notice. Subtenant shall ensure that at all times during the term of this Sublease and for thirty (30) days after expiration of the term, an unexpired Letter of Credit in the face amount of the Security Deposit or cash in the amount of the Security Deposit shall be in the possession of Sublandlord. Failure by Subtenant to have the letter of credit renewed or deliver any replacement Letter of Credit as required above shall entitle Sublandlord to draw under the outstanding Letter of Credit and to retain the entire proceeds thereof for application as the Security Deposit under this Sublease. Subtenant shall not be entitled to interest for any period during which Sublandlord is holding cash as a Security Deposit nor shall Sublandlord be required to keep such cash Security Deposit separate from its general funds. Each Letter of Credit shall be for the benefit of Sublandlord and its successors and assigns, shall be expressly assignable or transferable, and shall entitle Sublandlord or its successors or assigns to draw from time to time under the Letter of Credit in portions or in whole solely upon presentation of a sight draft. Subtenant shall cooperate in any such assignment or transfer.

     If a default by Subtenant exists with respect to any provision of this Sublease, including, but not limited to, the provisions relating to the payment of rent, Sublandlord may draw under the Letter of Credit in part or in whole and use and apply the proceeds thereof or any cash or other Security Deposit for the payment of rent or any other past due amount or for any amount which Sublandlord may spend or become obligated to spend by reason of Subtenant’s default or to compensate Sublandlord for any other loss or damages which Sublandlord may suffer by reason of Subtenant’s default. If any portion of the proceeds are to be used or applied, Subtenant shall, within five (5) business days after written demand therefor, restore the Security Deposit (by either a cash deposit or delivery of a replacement Letter of Credit) to its original amount and Subtenant’s failure to do so shall be a default and material breach of this Sublease. Any cash Security Deposit which Sublandlord is holding at the expiration of the Sublease term, or any balance thereof, and any outstanding Letter of Credit shall be returned to Subtenant (or at Sublandlord’s option to the last assignee of Subtenant’s interest hereunder) by the later to occur of sixty (60) days after the expiration of the Sublease term and Subtenant’s vacation of the premises.

     Sublandlord may deliver the funds deposited hereunder by Subtenant to the transferee or assignee of Sublandlord’s interest in the Premises or Building, in the event that such interest is transferred or assigned, and thereupon Sublandlord shall be discharged from any further liability with respect to such Security Deposit.

     19. Personal Property Lease.

     (a) Sublandlord hereby leases to Subtenant and Subtenant hereby leases from Sublandlord, for the additional rental of One Dollar ($1.00) annually, the Personal Property (hereinafter defined) on the terms and conditions of this Paragraph and the other provisions of this Sublease. The term “Personal Property” means the property identified

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on Exhibit C hereto. This lease of Personal Property shall terminate at any time the Sublease expires or earlier terminates.

     (b) Subtenant shall maintain the Personal Property in its existing condition, ordinary wear and tear excepted at its sole cost and expense. Subtenant shall bear the entire risk of loss or damage to the Personal Property during the term of this Sublease and, without limiting other provisions of the Prime Lease relating to insurance, Subtenant shall insure the Personal Property at all times against risks of loss or damage by fire, theft and such other risks as may be covered by the insurance generally carried by Subtenant in respect of its personal property located on the Premises. All insurance proceeds shall be payable to Subtenant, and Subtenant shall be entitled to all insurance proceeds payable on account of the Personal Property in the event of a loss; provided, however, that in the event of a termination of this Lease prior to the end of the initial term hereof occurring by reason of fire or casualty, Subtenant shall pay to Sublandlord, from the insurance proceeds payable to Subtenant in respect of the Personal Property, an amount equal to the remaining unamortized cost of the Personal Property, as of the date of casualty, determined on a straight-line basis over a period of five years beginning on the date the Sublandlord originally placed the same in service. Subtenant may not remove the Personal Property from the Premises without the consent of Sublandlord. During the term of this Sublease, Subtenant shall not grant any security interest in the Personal Property or in any other manner pledge, hypothecate, mortgage or otherwise encumber the Personal Property or its interest in the Personal Property.

     (c) Simultaneously with the execution and delivery of this Sublease, if requested by Sublandlord, and thereafter from time to time upon request by Sublandlord, Subtenant shall execute and deliver to Sublandlord UCC financing statements and such other documentation acceptable to Sublandlord evidencing Sublandlord’s ownership of the Personal Property and Subtenant’s agreements under this provision. Subtenant shall not remove from the Personal Property any identification of Sublandlord’s ownership of the Personal Property.

     (d) Subtenant shall pay all taxes in connection with its lease of the Personal Property, whether or not such taxes are imposed on Sublandlord or Subtenant.

     (e) Upon termination of the lease of Personal Property, except upon expiration or earlier termination of the term of Sublease (other than termination based on a default by Subtenant), Subtenant shall return the Personal Property to Sublandlord in the condition in which it was leased to Subtenant, ordinary wear and tear excepted. Upon the scheduled expiration of the initial term or earlier termination of the term of Sublease (other than termination based on a default by Subtenant), this Sublease shall act as a bill of sale and the Personal Property shall be deemed conveyed to Subtenant. This lease of Personal Property and any conveyance of Personal Property are made AS-IS, WHERE-IS, without any warranty of merchantability or suitability for any particular purpose, all rights being waived by Subtenant. Sublandlord hereby represents that it has good and valid unencumbered title to the Personal Property.

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     (f) This lease of Personal Property shall not be assignable, and Subtenant may not further lease or sublease any of the Personal Property or allow use by subtenants of the Premises (other than Permitted Transferees); provided, however, Subtenant shall be entitled to assign its interest in the Personal Property under this lease to the assignee of Subtenant’s interest under this lease if the assignment has been approved by Sublandlord. If this lease of Personal Property is not assigned to such assignee (not including in any case, a Permitted Transferee), the lease of Personal Property shall terminate.

     (g) Sublandlord may discharge liens or security interests placed on the Personal Property, may grant security interests in such Personal Property (subject to this Sublease), and may pay for the maintenance, repair and preservation of the Personal Property, and charge Subtenant therefor, if Subtenant has failed to do so as required.

     20. Equipment Use. Subtenant is granted a non-exclusive, irrevocable license for the use of the following equipment during the term of this Sublease, at a charge to Subtenant as described below, on the terms and conditions hereinafter set forth:

1.	All security cameras throughout the premises and the camera controller and server that records video activity located in the server room. (This system will be shared with a new third-floor tenant.)
2.	The Keri Proximity Key Entry Access System and Ademco alarm panel is located in the server room. (This system will be shared with a new third-floor tenant.)
3.	The two 20-ton Liebert computer room air conditioners, along with the rooftop condensers.
4.	The Onan engine generator, natural gas powered, shall be left connected and in place on the roof. (This system will be shared with a new third-floor tenant.)

On behalf of Subtenant, Sublandlord will employ one or more third-party contractors to administer, monitor, maintain, repair or operate the equipment described as Items 1 through 4 above. Subtenant will pay Subtenant’s Share of all costs and expenses of such third party contractors, costs and expenses of a nature included in Base Operating Costs, and any additional costs to insure, repair and replace such equipment incurred by Sublandlord during the term of the Sublease, and shall pay Sublandlord within thirty (30) days after being billed for such costs and expenses. Subtenant shall not be responsible for Subtenant’s Share of any repair or replacement costs which are capital in nature; provided, however, Sublandlord shall not be obligated to make any such repairs or replacements for which Subtenant does not pay Subtenant’s Share. If any equipment (including any component) described above becomes obsolete, it is not reasonable to repair such equipment (or any component), or any repair or replacement would be capital in nature, Sublandlord may discontinue use of the equipment (or component) and employment of a contractor and shall have no further obligations with respect to any such equipment (or component), in which case Subtenant’s license shall terminate. Subtenant shall have no obligation to remove such equipment upon expiration or earlier termination of this Sublease.

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Subtenant is granted an exclusive, irrevocable license during the term of this Sublease to use the following equipment without charge to Subtenant:

1.	The Nortel Meridian PBX Option 11 phone system with 400-station capacity located in server room and all telephone sets for the first and second floors.
2.	All cabinets in the Data Center and IT rooms on the first and second floors, except for those cabinets that contain the UPS and APC distributed system, shall remain in the Data Center.
3.	Racks in positions N1 to N10, and P1 to P3, together with the data cabling run between these racks and patch panels associated with these cables, all related Panduit equipment and fiber distribution boxes, and any power distribution strips attached to these racks.

Sublandlord shall have no liability to Subtenant for the failure of any equipment described above in this Section 20 or inability to use such equipment.

Subtenant shall be responsible for all repair, maintenance and replacement of such equipment as it requires for its operation. No such equipment may be removed from the Premises.

All data and phone lines shall be in good condition and repair. Sublandlord and Subtenant will work together to identify all phone and data cables.

The following equipment is not provided by Sublandlord to Subtenant:

1.	UPS units and the integrated APC and cabinetry in Data Center.
2.	Network equipment located in the cabinetry in the Data Center and IT rooms on the first and second floor.

Subtenant understands that servers and computers used for the equipment described above may be located in the Premises, and Sublandlord and its contractors will require access thereto to administer, monitor, operate, maintain, repair or replace equipment for the benefit of Subtenant and tenants of the third floor. Sublandlord shall have the right to enter the Premises for such purposes after having given Subtenant notice in order to give Subtenant an opportunity to have the Sublandlord representative escorted by a representative of Subtenant. In the event of an emergency after normal business hours, Sublandlord shall have unescorted access to the Premises for such purposes. In case of construction activity, Sublandlord shall use reasonable efforts to notify Subtenant in advance of the need to enter the Premises to perform such work. Sublandlord shall consult with Subtenant to determine Subtenant’s needs for advance notice, security and confidentiality related to entry by Sublandlord and contractors in performing work

     21. Consent of Landlord. The obligations of Sublandlord and Subtenant under this Sublease are conditioned and contingent upon the Landlord consenting hereto by executing and delivering Landlord’s consent to this Sublease by April 7, 2004. In the event Landlord’s consent

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is not obtained for any reason by April 7, 2004, as evidenced by its execution and delivery of this Sublease, this Sublease shall automatically terminate and become null and void, and neither Sublandlord nor Subtenant shall have any further obligations or liability to each other with respect to this Sublease, the Premises or the negotiations of the parties.

     22. Use of Lobby for Receptionist. During the term of this Sublease, Subtenant shall have a non-exclusive, irrevocable license during the term hereof to use a portion of the lobby area as shown on Exhibit D hereto for a receptionist. Subtenant shall keep such lobby area clean and may not use it for any purpose other than receiving visitors and directing them to Subtenant’s offices.

     23. Parking. Subtenant is granted an exclusive, irrevocable license during the term of this Sublease to use 55 unreserved parking spaces in the Building, together with use of wireless remote control entry devices to use such spaces. Such remote control devices shall be returned to Sublandlord upon expiration or termination of the Sublease.

     24. Extension Option. Subject to the provisions hereinafter set forth, Sublandlord hereby grants to Subtenant an option to extend the term of this Sublease on the same terms, conditions and provisions as contained in this Sublease (including payment of Rent Adjustment and Subtenant’s Share where required), to be co-extensive with the initial term of the Prime Lease, ending June 30, 2012 (the “Extension Period”), which Extension Period shall commence on the fourth (4^th) anniversary of the Commencement Date (the “Extension Period Commencement Date”).

     (a) Said option shall be exercisable by written notice from Subtenant to Sublandlord of Subtenant’s election to exercise said option given not later than the date which is six (6) months prior to the Extension Period Commencement Date, time being of the essence (the “Exercise Notice”). If Subtenant’s option is not so exercised, said option shall thereupon expire.

     (b) Subtenant may only exercise said option, and an exercise thereof shall only be effective, if at the time of Subtenant’s exercise of said option and on the Extension Period Commencement Date this Sublease is in full force and effect and Subtenant is not in default under this Sublease.

     (c) Base Rent-per square foot of rentable area of the Premises payable during the Extension Period with respect to all space included in the Premises as of the Extension Period Commencement Date shall be equal to the Market Rental Rate (as hereinafter defined), but in no event shall rent be less than the Base Rent per square foot of rentable area payable by Subtenant immediately prior to the expiration of the initial term of this Sublease. Sublandlord shall give Subtenant written notice of the Market Rental Rate within ten (10) days following receipt of the Exercise Notice but Sublandlord is not obligated to give notice of Market Rental Rate more than nine (9) months prior to the Extension Period Commencement Date.

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     (d) If Subtenant has validly exercised said option and such rent has been determined, then within thirty (30) days after request by either party hereto Sublandlord and Subtenant shall enter into a written amendment to this Sublease confirming the rent applicable to the Extension Period as determined in accordance herewith, with such revisions to the rental provisions of this Sublease as may be necessary to conform such provisions to the Market Rental Rate.

     (e) The term “Market Rental Rate” per square foot of rentable area shall mean the prevailing market triple net rental rate determined on an annual basis in downtown Mountain View, California, for comparable office space which has been built out for occupancy (taking into consideration the duration of the terms for which such space is being leased, location and/or floor level within the applicable building, when the applicable rate first becomes effective, quality and location of the applicable building, parking, rental concessions and other comparable factors) for terms commencing on or about the Extension Period Commencement Date. If Subtenant disagrees with Sublandlord’s determination of Market Rental Rate (which Subtenant must do, if at all, in writing setting forth Subtenant’s determination of Market Rental Rate within ten (10) business days after notice of Sublandlord’s determination of Market Rental Rate) and if the parties cannot agree on the Market Rental Rate within ten (10) business days thereafter, then such dispute shall be determined by arbitration as hereinafter provided. Sublandlord and Subtenant will each select an arbitrator who shall be disinterested and shall be a person that has been actively engaged in the development or leasing of first-class office buildings in the Mountain View, California, area for a period not less than five (5) years immediately preceding his or her appointment. Sublandlord and Subtenant shall each simultaneously submit to the arbitrators a determination of Market Rental Rate. (If no submittal is made, the parties shall be deemed to have submitted their original determinations.) The arbitrators shall be directed as promptly as possible to select from the two determinations submitted by Sublandlord and Subtenant the one that is closer to the Market Rental Rate as determined by the arbitrators, and said selection shall thereafter be deemed the Market Rental Rate. If the two arbitrators so appointed fail to agree as to which of the determinations submitted by Sublandlord and Subtenant is closest to the actual Market Rental Rate, the two arbitrators shall appoint a third arbitrator, using the criteria described above, to decide upon which of the two determinations submitted is closest to the actual Market Rental Rate. The cost of the foregoing arbitration process shall be borne by the losing party. If no determination is made prior to the date for commencement of payment of rent for which Market Rental Rate must be determined, then Sublandlord’s determination shall be used until the arbitration is completed. If a different rental is later determined, Subtenant shall pay any deficiencies, or Sublandlord shall refund any overpayment to Subtenant.

     (f) Subtenant shall not have any option to extend the term of this Sublease beyond the expiration of the Extension Period.

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     25. Signage.

     (a) During the Term of this Sublease, and subject to the requirements of applicable laws, and documents of record and any consents required by the Prime Lease from Landlord, (i) Subtenant shall be entitled to identification on the exterior of the Building (“Exterior Sign”) of a size, design and location acceptable to Sublandlord, Subtenant, and Landlord, and (ii) use the Exterior Sign solely for Subtenant’s name and logo to identify Subtenant’s occupancy in the Building, together with Sublandlord or other occupants of the Building. Upon termination of Subtenant’s rights to the Exterior Sign, at Sublandlord’s option, Subtenant shall remove all Subtenant identification, at Subtenant’s expense.

     (b) During the term of the Sublease, Subtenant shall be entitled to an identifying sign (“Lobby Sign”) on the walls in the ground floor elevator lobby of a size, design and in a location acceptable to Sublandlord, Subtenant, and Landlord, solely for Subtenant’s name and logo to identify Subtenant’s occupancy in the Building. Sublandlord shall install such sign. Upon expiration or termination of the Sublease, Subtenant shall, remove the Lobby Sign and restore the wall to its previous condition.

     26. Sublandlord Representations and Covenants.

     (a) Sublandlord represents to Subtenant that (A) the Prime Lease is in full force and effect, (B) the copy of the Prime Lease which is attached to this Sublease as Exhibit A is a true, correct and complete copy of the Prime Lease, (C) except as set forth below in this paragraph with regard to the Dispute, to Sublandlord’s best knowledge, no default exists on the part of Sublandlord, or does there exist any event which, with the giving of notice or passage of time or both, could constitute such a default or event of default, (D) to Sublandlord’s best knowledge, there are no pending or (except as set forth below in this paragraph with regard to the Dispute) threatened actions, suits or proceedings before any court or administrative agency against Sublandlord which could, in the aggregate, adversely affect the Sublease Premises or the ability of Sublandlord to perform its obligations under the Sublease, and Sublandlord is not aware of any facts which might result in any actions, suits or proceedings, and (E) to Sublandlord’s best knowledge (x) Sublandlord has not discharged, disposed of or released any Hazardous Materials in or about the Premises or Building except in compliance with applicable laws and no action, proceeding, or claim is pending, or threatened concerning any Hazardous Materials arising in connection with Sublandlord’s use of the Premises or Building, and (y) Sublandlord has not transported, stored, used, manufactured, emitted, disposed of or released, or exposed to its employees or others to, Hazardous Materials on or about the Premises or Building in violation of any law, rule, regulation, treaty or statute promulgated by any governmental authority. A dispute exists between Sublandlord and Landlord relating to leasing certain space on the first floor, which could result in litigation between Landlord and Sublandlord (the “Dispute”). The effect of the Dispute or any alleged default arising in connection with the Dispute is not able to be determined at this time by Sublandlord.

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     (b) Subtenant shall peacefully have, hold and enjoy the Premises, subject to the terms and conditions of this Sublease and subject to the Prime Lease, provided that Subtenant pays all rent and performs all of Subtenant’s covenants and agreements contained herein. If Landlord seeks to terminate the Prime Lease because of a default or alleged default by Sublandlord under the Prime Lease (other than a default or alleged default caused by the default by Subtenant under this Sublease), Sublandlord shall take all action not inconsistent with this Sublease which is reasonably required to reinstate the Prime Lease. In the event that Sublandlord defaults in the performance or observance of any of Sublandlord’s obligations under this Sublease or receives a notice of default from Landlord under the Prime Lease, then Subtenant shall give written notice to Sublandlord specifying in what manner Sublandlord has defaulted. If such default shall not be cured within a reasonable time, but in no event later than thirty (30) days after Sublandlord’s receipt of such written notice from Subtenant (except that if such default cannot be cured within said thirty (30) day period, this period shall be extended for an additional reasonable time, provided that Sublandlord commences to cure such default within such thirty (30) day period and proceeds diligently thereafter to effect such cure as quickly as possible), then Subtenant shall be entitled, at Subtenant’s option, to cure such default and promptly collect from Sublandlord Subtenant’s reasonable expenses in so doing (including, without limitation, reasonable attorneys’ fees and court costs) unless such default by Sublandlord is caused by a default of Subtenant hereunder (in which case Sublandlord shall not be liable for Subtenant’s costs to cure the default). Subtenant shall not be required to wait the entire cure period provided for herein if earlier action is required to prevent a termination by Landlord of the Prime Lease and Sublandlord has failed to take such earlier action. Nothing contained herein shall entitle Subtenant to act on behalf of Sublandlord or in Sublandlord’s name.

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     (c) If, without the fault of Sublandlord hereunder the Prime Lease should terminate prior to the expiration of this Sublease, Sublandlord shall have no liability to Subtenant. To the extent that the Prime Lease grants Sublandlord any discretionary right to terminate the Prime Lease, whether due to casualty, condemnation, or otherwise, Sublandlord shall not exercise such right without the prior written consent of the Subtenant which may be withheld by Subtenant in its sole and absolute discretion.

     IN WITNESS WHEREOF, Sublandlord and Subtenant have executed this Sublease as of the date aforesaid.

SUBLANDLORD:
PayPal, Inc., a Delaware corporation
By:	/s/ John D. Muller
Its:   V.P., General Counsel
SUBTENANT:
Nuasis Corporation, a Delaware corporation
By:	/s/ Edward V. Lauing
Its:  President & CEO

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EX-99.4

Exhibit 99.4

ASSIGNMENT, ASSUMPTION, AND AMENDMENT OF SUBLEASE

     THIS ASSIGNMENT, ASSUMPTION, AND AMENDMENT OF SUBLEASE (this “Agreement”), is entered into as of the 30th day of August, 2006, by and between NUASIS CORPORATION, a Delaware corporation (“Assignor”), INTERVOICE, INC., a Texas corporation (“Assignee”) and PAYPAL, INC., a Delaware corporation (“Sublandlord”).

WITNESSETH:

     WHEREAS, Sublandlord and Bryant Street Associates, LLC, a California limited liability company (“Original Prime Landlord”), entered into that certain Lease dated as of August 15, 2001 covering approximately 50,210 square feet of space in the building known as 303 Bryant Street in the City of Mountain View, California (the “Building”), as more particularly described therein, which Lease has been amended by that certain First Addendum of Lease dated October 30, 2001 pursuant to which the leased premises was expanded to 54,188 square feet (such Lease, as amended by such First Addendum of Lease, the “Prime Lease”);

     WHEREAS, 303 Bryant Street, LLC a Delaware limited liability company, is the current owner of the Building and the landlord under the Prime Lease (“Prime Landlord”);

     WHEREAS, Assignor and Sublandlord entered into that certain Sublease dated as of March 30, 2004 (the “Sublease”), covering approximately 25,879 rentable square feet of space (the “Sublease Premises”) located in the Building, as more particularly described in the Sublease;

     WHEREAS, Assignee intends to acquire substantially all of the assets of Assignor, including the Sublease (the “Acquisition”);

     WHEREAS, in connection with the Acquisition, Assignor desires to assign its right, title and interest in and to the Sublease to Assignee, and Assignee desires to assume Assignor’s right, title and interest in and to the Sublease;

     WHEREAS, Sublandlord, in consideration of the amendments to the Sublease set forth below, has agreed to consent to the above-described assignment and assumption and, subject to the terms contained herein, to release Assignor from liability under the Sublease accruing from and after the Effective Date (hereinafter defined);

     WHEREAS, as of the Effective Date, the parties desire to amend the term of the Sublease, and to provide for Assignee to have an option to extend the term of the Sublease for an additional term to expire on June 30, 2012;

     NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Assignment and Assumption. Effective as of the later of (i) the date on which the closing of the Acquisition occurs, or (ii) the date on which Prime Landlord consents to the Assignment

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(hereinafter defined) (such later date, the “Effective Date”), Assignor hereby assigns, conveys, transfers and sets over unto Assignee all of Assignor’s right, title and interest in, to and under the Sublease (including without limitation Assignor’s rights under Sections 19, 20, 22, 23, and 25), and Assignee hereby accepts said assignment of the Sublease from Assignor and, subject to the terms of this Agreement, assumes all duties, obligations and liabilities of Assignor under the Sublease arising from and after the date hereof (such assignment and assumption, the “Assignment”).

2. Consent of Sublandlord. In consideration of the terms and provisions hereinafter set forth, Sublandlord hereby consents to the Assignment. By consenting to the Assignment, Sublandlord undertakes no obligation to consent to any further assignment of the Sublease or to any future subleases of any part of the Sublease Premises. Notwithstanding Sublandlord’s consent to the Assignment, Sublandlord acknowledges that Assignee is a Permitted Transferee pursuant to Section 7(c)(i) of the Sublease.

3. Release. The parties acknowledge that certain rent and other charges are past due under the Sublease. Accordingly, Sublandlord has drawn $125,000.00 from the Letter of Credit pursuant to Section 18 of the Sublease and applied the same to the past due amounts under the Sublease. Assignee shall pay to Sublandlord the additional amount of $128,250.49 on or before the Effective Date. Upon such payment, Sublandlord agrees that effective on the Effective Date, (i) all amounts due under the Sublease through August 31, 2006 shall be deemed paid in full, and (ii) Assignor shall be released from any and all actions, causes of action, judgments, executions, suits, claims, demands, liabilities, damages and expenses arising under the Sublease after the Effective Date. In no event shall Assignor or Assignee be required to restore or renew the Letter of Credit. In the event the Effective Date occurs after August 31, 2006, within five (5) days after the Effective Date, Assignee shall pay to Sublandlord all Base Rent and other amounts owing under the Sublease with respect to the period from September 1, 2006, through the Effective Date.

4. Representations.

     (a) Sublandlord Representations. Sublandlord represents to Assignee that (i) the Prime Lease is in full force and effect, and has not been further amended; (ii) the Sublease is in full force and effect, and has not been amended; (iii) to Sublandlord’s best knowledge, no default exists on the part of Sublandlord under the Prime Lease or the Sublease, nor, except as provided below, does there exist any event which, with the giving of notice or passage of time or both, could constitute such a default or event of default, (iv) to Sublandlord’s best knowledge, there are no pending or threatened actions, suits or proceedings before any court or administrative agency against Sublandlord which could, in the aggregate, adversely affect the Sublease Premises or the ability of Sublandlord to perform its obligations under the Sublease, and Sublandlord is not aware of any facts which might result in any actions, suits or proceedings, and (v) except for the past due amounts described in Section 3 above, to Sublandlord’s best knowledge no default exists on the part of Subtenant under the Sublease, nor does there exist any event which, with the giving of notice or passage of time or both, could constitute such a default. Approximately three years ago, Original Prime Landlord claimed that Sublandlord is obligated to include in the premises covered by the Prime Lease certain ground floor retail space in the Building. Sublandlord disputed such claim, but is currently paying rent thereon with a reservation of rights.

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     (b) Assignor Representations. Assignor represents to Sublandlord that (i) to Assignor’s best knowledge, no default exists on the part of Assignor (except with regard to the past due amounts described in Section 3 above) under the Sublease, nor does there exist any event which, with the giving of notice or passage of time or both, could constitute such a default or event of default, and (ii) to Assignor’s best knowledge, there are no pending or threatened actions, suits or proceedings before any court or administrative agency against Assignor which could, in the aggregate, adversely affect the Sublease Premises, and Assignor is not aware of any facts which might result in any actions, suits or proceedings.

5. Amendment of Sublease.

     (a) Temporary Term. Effective on the Effective Date, the term of the Sublease shall be amended to expire on the date which is six (6) months following the Effective Date (such six (6) month period, the “Temporary Term”). At any time after the first sixty (60) days of the Temporary Term, either Assignee or Sublandlord may give notice to the other of its intention to terminate the Sublease prior to the natural expiration of the Temporary Term, which termination date shall be specified in such notice; provided, however, such termination date shall be at least thirty (30) days after the date the termination notice is delivered to the non-terminating party. However, neither party may terminate the Sublease under this Section 5(a) if, prior to the non- terminating party’s receipt of such termination notice, Assignee has exercised its Renewal Option (hereinafter defined).

     (b) Rent During Temporary Term. Effective on the Effective Date, the schedule of Base Rent set forth in Section 3(a) of the Sublease shall be deleted in its entirety. During the Temporary Term, prior to the expiration or termination of the Sublease in accordance with Section 5(a) above or the occurrence of the Extended Term Commencement Date (as defined in Section 5(c) below), as applicable, the Base Rent payable under the Sublease shall be equal to $1.20 per month per rentable square foot of the Sublease Premises (i.e., $31,054.80 per month). Rent Adjustment, Maintenance Costs and all other charges under the Sublease shall be payable during the Temporary Term as set forth in the Sublease.

     (c) Renewal Option. Section 24 of the Sublease is hereby deleted in its entirety. At any time during the Temporary Term, provided neither party has notified the other of its exercise of its right to terminate the Sublease, Assignee shall have the option to extend the term of the Sublease to expire on June 30, 2012 (the “Renewal Option”). Assignee may exercise such option by giving written notice thereof to Sublandlord, and upon such exercise, (i) the term of the Sublease shall be automatically extended to expire on June 30, 2012 (the “Expiration Date”) (and the Temporary Term shall be deemed terminated), and (ii) neither party shall have any further right to terminate the Sublease pursuant to subsection (a) above. In the event Assignee fails to exercise the Renewal Option on or before the end of the Temporary Term, then the Sublease shall expire at the end of the Temporary Term. The period from the date of Assignee’s exercise of the Renewal Option until the Expiration Date is hereinafter called the “Extended Term”. The date on which Assignee exercises the Renewal Option is hereinafter called the “Extended Term Commencement Date” or “ETCD”. Promptly after Assignee’s exercise of the Renewal Option, Sublandlord and Assignee shall execute a written agreement acknowledging such exercise of the Renewal Option; however, the term of the Sublease shall be extended on the Extended Term

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Commencement Date, notwithstanding the failure of Sublandlord and Assignee to enter into such agreement. If Assignee does not exercise the Renewal Option on or before the expiration of the Temporary Term, such Renewal Option shall be deemed waived.

     (d) Rent During Extended Term.

          (i) If the Extended Term Commencement Date occurs on or before the sixtieth (60th) day of the Temporary Term, then the Base Rent during the Extended Term shall be as follows:

	Monthly Base Rent Per		Monthly Installment
Time Period	Rentable		(based on 25,879 rentable
by Month	Square Foot		square feet)
ETCD - Month 6	$	1.20	$	31,054.80
Month 7 - Month 12	$	0.00	$	0.00
Month 13 - Month 24	$	1.30	$	33,642.72
Month 24 - Month 36	$	1.40	$	36,230.64
Month 37 - Month 48	$	1.50	$	38,818.56
Month 49 - Month 60	$	1.60	$	41,406.36
Month 61 - Expiration Date	$	1.70	$	43,994.28

For purposes of the foregoing schedule of Base Rent, a “Month” shall mean a period of time commencing on the same numeric day as the Effective Date and ending on (but not including) the day in the next calendar month that is the same numeric date as the Effective Date. For example, if the Effective Date is September 1, 2006, then “Month 6” in the foregoing schedule would be the period from February 1, 2007 through February 28, 2007, “Month 7” would be the period from March 1, 2007 through March 31, 2007, and so on.

          (ii) If the Extended Term Commencement Date occurs after the sixtieth (60th) day of the Temporary Term, then the Base Rent during the Extended Term shall be as follows:

	Monthly Base Rent		Monthly Installment
Time Period	Per Rentable		(based on 25,879 rentable
by Lease Month	Square Foot		square feet)
ETCD - Lease Month 6	$	0.00	$	0.00
Lease Month 7 - Lease Month 12	$	1.30	$	33,642.72
Lease Month 13 - Lease Month 24	$	1.40	$	36,230.64
Lease Month 24 - Lease Month 36	$	1.50	$	38,818.56
Lease Month 37 - Lease Month 48	$	1.60	$	41,406.36
Lease Month 49 - Lease Month 60	$	1.70	$	43,994.28
Lease Month 61 - Expiration Date	$	1.80	$	46,582.20

For purposes of the foregoing schedule of Base Rent, a “Lease Month” shall mean a period of time commencing on the same numeric day as the Extended Term Commencement Date and ending on (but not including) the day in the next calendar month that is the same numeric date as

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the Extended Term Commencement Date. For example, if the Extended Term Commencement Date is February 15, 2007, then “Lease Month 6” in the foregoing schedule would be the period from July 15, 2007 through August 14, 2007, “Lease Month 7” would be the period from August 15, 2007 through September 14, 2007, and so on.

          (iii) Rent Adjustment, Maintenance Costs and all other charges under the Sublease shall be payable during the Extended Term as set forth in the Sublease.

     (e) Security Deposit. Assignee shall not be required to furnish any security deposit, letter of credit or other credit enhancement to Sublandlord prior to or during the Temporary Term. If Assignee exercises the Renewal Option, then Sublandlord shall have the right, upon notice to Assignee, to require a security deposit equal to no more than $33,642.72 (i.e., one month’s Base Rent at the rate of $1.30 per rentable square foot of the Sublease Premises). Any such security deposit shall be held by Sublandlord in the manner set forth for a cash Security Deposit under Section 18 of the Sublease.

     (f) Personal Property, Equipment, Lobby, Parking. The parties acknowledge that the Assignment expressly includes the assignment of (i) the Personal Property lease set forth in Section 19 of the Sublease, (ii) the license to use the equipment as set forth in Section 20 of the Sublease, (iii) the license to use the lobby of the Building as set forth in Section 22 of the Sublease, and (iv) the license to use the parking spaces in the Building and the remote control devices as set forth in Section 23 of the Sublease.

     (g) Signage. After the Effective Date, Assignee shall be permitted (but not obligated) to replace the signage described in Section 25 of the Sublease with signage containing Assignee’s name and logo, subject to the terms of said Section 25 and the terms of the Prime Lease.

     (h) Notice Address. Upon the Effective Date, the notice address for the Subtenant as set forth in Section 16 of the Sublease shall be amended in its entirety to the following:

Intervoice, Inc.
17811 Waterview Parkway
Dallas, TX 75252
Attention: Chief Financial Officer

     (i) Holdover. Effective on the Effective Date, the Sublease shall be amended to add the following as an additional paragraph at the end of Section 2 of the Sublease:

In the event Subtenant or any party claiming by, through or under Subtenant holds over in the Premises following the expiration or termination of this Sublease without the consent of Sublandlord, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and to recover damages, including without limitation, all damages payable by Sublandlord to Prime Landlord or any other person by reason of such holdover. Subtenant acknowledges that the Premises constitute only a part of the premises covered by the Prime Lease and that the damages for which Subtenant will be responsible shall include, without limitation, the entirety of all damages for which

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Sublandlord may be liable to Prime Landlord or others by reason of the failure of Sublandlord to surrender possession of the premises covered by the Prime Lease upon expiration or termination thereof as the result of Subtenant’s breach of this Sublease. Without limiting the damages recoverable under the foregoing sentence, for any period that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration or termination of this Sublease, Subtenant must pay, as minimum damages and not as a penalty, rental as follows: (a) for the first seven (7) days of any holdover period which occurs after the expiration or sooner termination of this Sublease, a rate equal to two hundred percent (200%) of the Base Rent payable by Subtenant under this Sublease immediately prior to such expiration or sooner termination (and Subtenant shall continue to be obligated to pay any additional rent which accrues during any such holdover period); (b) for any period from and after the eighth (8th) day of any holdover period which occurs after the expiration or sooner termination of this Sublease, a rate equal to three hundred percent (300%) of the Base Rent payable by Subtenant under this Sublease immediately prior to the expiration or sooner termination of this Sublease (and Subtenant shall continue to be obligated to pay any additional rent which accrues during any such holdover period).

6. Deposit. As consideration for Sublandlord’s agreements contained herein (including without limitation the granting of Assignee’s right to terminate the Sublease term during the Temporary Term, the granting of the Renewal Option to Assignee, and the agreement not to market the Subleased Premises to third parties as set forth in Section 7 below), on or before the Effective Date, Assignee shall pay to Sublandlord the amount of $100,000.00 (the “Deposit”). In the event the Sublease is terminated by Assignee during the Temporary Term, or Assignee does not exercise its Renewal Option and the Temporary Term accordingly expires after six (6) months, the Deposit shall be nonrefundable and retained by Sublandlord. If Assignee exercises its Renewal Option, the Deposit shall be credited to the rental next coming due under the Sublease on a dollar for dollar basis, until the entire Deposit is so applied. In the event Sublandlord exercises its right to terminate the Sublease during the Temporary Term, Sublandlord shall refund the Deposit to Assignee on or before the date on which such termination is effective.

7. Sublandlord’s Right to Market the Sublease Premises. Sublandlord shall not market the Sublease Premises for lease, or solicit or accept any offers to lease the Sublease Premises to any third party, from the date of this Agreement until the expiration of the sixtieth (60th) day of the Temporary Term, After the expiration of the sixtieth (60th) day of the Temporary Term, Sublandlord shall have the right to market the Sublease Premises for lease, solicit and accept any offers from prospective subtenants for the Sublease Premises until such time as Assignee exercises its Renewal Option (if at all).

8. Expiration or Termination of Prime Lease. Notwithstanding anything to the contrary herein, in the event the Prime Lease expires or terminates prior to the expiration or termination of the Sublease, the Sublease shall terminate concurrently with the expiration or termination of the Prime Lease.

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9. Effectiveness of Agreement. Notwithstanding anything to the contrary herein, if (i) the closing of the Acquisition does not occur by 12:00 midnight (Pacific time) on September 11, 2006, or (ii) Prime Landlord denies its consent to the Assignment and this Agreement, or (iii) Sublandlord or Assignee does not receive Prime Landlord’s written consent to the Assignment and this Agreement by 12:00 midnight (Pacific time) on September 11, 2006, then either Sublandlord or Assignee may terminate this Agreement by giving written notice to the other, and upon such termination, this Agreement shall be void and shall have no further force or effect. Without limiting the generality of the foregoing, in the event this Agreement is terminated prior to the Effective Date, the Sublease will not be deemed amended, and Sublandlord shall have the right to exercise any and all rights it has against Assignor with respect to all amounts due under the Sublease.

10. Ratification of Sublease. As amended hereby, the Sublease shall remain in full force and effect in accordance with its terms. The Sublease, as modified and amended hereby, is ratified and confirmed in all respects. In the event of a conflict between the Sublease and this Agreement, this Agreement shall control.

11. Entire Agreement. This Agreement, together with the Sublease, contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Agreement or the Sublease, and no prior agreement, understanding or representation pertaining to any such matter shall be effective for any purpose.

12. Successors and Assigns. The terms and conditions of this Agreement shall be binding upon and shall insure to the benefit of the parties hereto and their respective successors and assigns.

13. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original document, but all of which will constitute a single document. The parties agrees that signatures transmitted via facsimile shall be binding as originals.

14. No Brokers. Assignee, Assignor and Sublandlord each warrants that it has had no dealings with any real estate broker or agent in connection with the negotiation of this Agreement, and that it knows of no real estate brokers or agents who are or might be entitled to a commission in connection with this Agreement, and agrees to indemnify and hold harmless each of the other parties from and against any liability or claim arising in respect to any brokers or agents claiming a commission in connection with this Agreement by, through or under the warranting party.

15. Authority.

     (a) Assignor and each person signing this Agreement on behalf of Assignor represents to the other parties hereto as follows: (i) Assignor is a duly formed and validly existing corporation under the laws of the State of Delaware, (ii) Assignor has and is qualified to do business in California, (iii) Assignor has the full right and authority to enter into this Agreement, and (iv) each person signing on behalf of Assignor was and continues to be authorized to do so.

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     (b) Assignee and each person signing this Agreement on behalf of Assignee represents to the other parties hereto as follows: (i) Assignee is a duly formed and validly existing corporation under the laws of the State of Texas, (ii) Assignee has and is qualified to do business in California, (iii) Assignee has the full right and authority to enter into this Agreement, and (iv) each person signing on behalf of Assignee was and continues to be authorized to do so.

     (c) Sublandlord and each person signing this Agreement on behalf of Sublandlord represents to the other parties hereto as follows: (i) Sublandlord is a duly formed and validly existing corporation under the laws of the State of Delaware, (ii) Sublandlord has and is qualified to do business in California, (iii) Sublandlord has the full right and authority to enter into this Agreement, and (iv) each person signing on behalf of Sublandlord was and continues to be authorized to do so.

16. Defined Terms. All terms not otherwise defined herein shall have the same meaning assigned to them in the Sublease.

17. Severability. A determination that any provision of this Agreement is unenforceable or invalid shall not affect the enforceability or validity of any other provision hereof and any determination that the application of any provision of this Agreement to any person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to any other persons or circumstances.

18. Governing Law. This Agreement shall be governed by the laws of the State of California.

19. Section Headings. The section headings contained in this Agreement are for convenience only and shall in no way enlarge or limit the scope or meaning of the various and several sections hereof.

20. Submission of Agreement Not Offer. This Agreement is effective and binding only upon the execution and delivery of this Agreement by Sublandlord, Assignor, and Assignee.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day and year first set forth above.

	ASSIGNOR:
	NUASIS CORPORATION, a Delaware corporation
	By:	/s/ Edward V. Lauing
	Name: Edward V. Lauing
	Title: C.E.O.
	ASSIGNEE:
	INTERVOICE, INC., a Texas corporation
	By:	/s/ Craig Holmes
	Name: Craig Holmes
	Title: EVP & Chief Financial Officer
	By:	/s/ H. Don Brown
	Name: H. Don Brown
	Title: SVP Human Resources & Real Estate
	SUBLANDLORD:
[SEAL]	PAYPAL, INC., a Delaware corporation
	By:	/s/ John D. Muller
	Name: John D. Muller
	Title: VP & General Counsel

[Prime Landlord signature page follows]

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CONSENT OF LANDLORD
TO ASSIGNMENT OF SUBLEASE

RECITALS:

A.	303 Bryant Street, LLC, (hereinafter referred to as “Landlord”) is Landlord under that certain lease (the “Lease”) dated August 15, 2001, between Landlord and PayPal, Inc., (hereinafter referred to as “Sublandlord”).
B.	Sublandlord entered into certain sublease (the “Sublease”) dated March 30, 2004 with Nuasis Corporation (the “Assignor”).
C.	Assignor desires to assign its interest as subtenant in and to the Sublease to Intervoice, Inc., (hereinafter referred to as “Assignee”).
D.	Pursuant to the provisions of the Lease, Sublandlord has requested that the Landlord consent to the assignment of the Sublease to Assignee.

CONSENT:

          Landlord consents to the assignment of the Sublease to Assignee on the express conditions that (1) Sublandlord shall remain fully and completely liable for all of the obligations under the Lease, (2) this consent will not be deemed to be a consent to any subsequent assignment or sublease and that no further assignment or subletting of all or any portion of the premises subject to the Lease will be made without the prior written consent of the Landlord, (3) any rights or remedies of Assignee, if any, will be solely against Sublandlord and neither assignment of the Sublease nor this consent will give Assignee any rights under the Lease, (4) if the Lease is terminated, in addition to all other rights and remedies of Landlord, the assignment of the Sublease shall be automatically terminated, (5) no modification or amendment of the assignment of the Lease will be made without the prior written consent of Landlord, (6) Assignee shall not use the Premises in any way that violates the terms of the Lease, (7) Assignee shall be obligated to obtain Landlord’s consent to any action as to which Sublandlord is obligated to obtain such consent under the Lease, (8) Landlord shall have no responsibility or obligation for the performance by Sublandlord of any of its obligations under the assignment, and (9) Assignee agrees to assume and be responsible for the performance of all covenants and obligations of the Assignor under the Sublease. Neither this consent, the exercise by Landlord of any rights hereunder nor the assignment shall give Assignee any rights directly against Landlord or create or impose any obligation or liability of Landlord in favor of Assignee.

     This consent shall not be effective unless and until an original copy hereof executed by Sublandlord, Assignor, and Assignee has been returned to Landlord.

LANDLORD:

303 BRYANT STREET, LLC, a Delaware limited libility company
By:	/s/ Kim Nelson
Name:	Kim Nelson
Title:	Vice President

ACKNOWLEDGED AND AGREED:

SUBLANDLORD:

PAYPAL, INC., a Delaware Corporation
By:	/s/ John D. Muller
Name:	John D. Muller
Title:	VP & General Counsel

ASSIGNOR:

NUASIS CORPORATION, a Delaware corporation
By:	/s/ Edward V. Lauing
Name:	Edward V. Lauing
Title:	CEO

ASSIGNEE:

INTERVOICE, INC., a Texas corporation
By:	/s/ Craig Holmes
Name:	Craig Holmes
Title:	EVP & Chief Financial Officer
By:	/s/ H. Don Brown
Name:	H. Don Brown
Title:	SVP Human Resources & Real Estate

EX-99.5

Exhibit 99.5

September 18, 2006

VIA FEDERAL EXPRESS

PayPal, Inc.
c/o eBay
2145 Hamilton Avenue
San Jose, CA 95125
Attention: Kevin Kearns,
Senior Global Real Estate Manager

Re: Sublease dated as of March 30, 2004 (the “Sublease Agreement”) between PayPal, Inc., a Delaware corporation (“Sublandlord”) and Nuasis Corporation, a Delaware corporation (“Original Subtenant”) covering approximately 25,879 rentable square feet of space in the building known as 303 Bryant Street in the City of Mountain View, California, as amended and assigned to Intervoice, Inc., a Texas corporation (“Subtenant”) pursuant to that certain Assignment, Assumption and Amendment of Sublease dated as of August 30,2006 (the “Assignment”; the Sublease Agreement, as amended and assigned, the “Sublease”)

Ladies and Gentlemen:

Reference is hereby made to the Sublease. Defined terms used and not otherwise defined herein shall have the meanings given such terms in the Sublease. Pursuant to Section 5(c) of the Assignment, Subtenant hereby notifies Sublandlord of Subtenant’s exercise of its Renewal Option, to extend the term of the Sublease to expire on June 30, 2012. Accordingly, the Extended Term shall commence on September 19, 2006, and the Base Rent during the Extended Term shall be the amounts set forth in Section 5(d)(i) of the Assignment.

Please have an authorized representative of Sublandlord execute this letter in the space provided below, in order to evidence its acknowledgement of Subtenant’s exercise of the Renewal Option as set forth herein, and return a fully executed copy of this letter to Subtenant at the following address: Intervoice, Inc., 17811 Waterview Parkway, Dallas, Texas 75252, Attention: Dean Howell. Upon Sublandlord’s execution and delivery of this letter, this letter shall serve as the written agreement referenced in the next to last sentence of Section 5(c) of the Assignment (it being understood, however, that pursuant to Section 5(c) of the Assignment, if Sublandlord does not execute this letter or any other agreement acknowledging Subtenant’s exercise of the Renewal Option, the Sublease shall nonetheless be extended for the Extended Term as set forth herein and in the Assignment).

[Signature page follows]

PayPal, Inc.
September 18, 2006
Page 2

Sincerely,
INTERVOICE, INC., a Texas corporation
By:	/s/ H. Don Brown
Name:	H. Don Brown
Title:	SVP HR & Real Estate
By:	/s/ Dean Howell
Name:	Dean Howell
Title:	SVP & General Counsel & Secretary

ACKNOWLEDGED AND AGREED:

PAYPAL, INC., a Delaware corporation

By:

Name:

Title:

cc: VIA FEDERAL EXPRESS:

PayPal, Inc.
2211 North First Street
San Jose, CA 95131
Attention: John Muller, General Counsel