ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT (this " Agreement "), dated as of April 17, 2007, between Alliance Systems, Ltd., a Texas limited partnership (" Seller "), and Interactive Intelligence, Inc., an Indiana corporation (" Buyer ").

A.   Seller is in the business of providing hardware, including servers and gateways, for Buyer and other companies. Seller also provides software support and professional services through a focused professional services group for Buyer and other companies, including, but not limited to, software sales, software implementations and configurations (the " PSO Business ").

B.   Seller desires to sell to Buyer substantially all of the assets of the PSO Business, and Buyer desires to purchase those assets from Seller, upon the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein, the parties hereby agree as follows:

1.1.   Sale and Purchase of Assets . Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined in Article 2.2 below), Seller agrees to sell, transfer, convey, assign and deliver to Buyer, and Buyer agrees to purchase, acquire, assume and accept from Seller, all of Seller's right, title and interest in and to the following assets of Seller (collectively, the " Assets "):

(a)   Certain Contract Rights . All of Seller's rights under the services and support contracts listed on Exhibit A attached hereto (collectively, the " Services and Support Contracts "). Some of the Services and Support Contracts are proposed contracts and are identified as such on Exhibit A .

(b)   Other Contracts . All of Seller's rights and obligations under other contracts listed on Exhibit B attached hereto (collectively, the " Other Contracts " and, collectively with the software Services and Support Contracts, the " Assumed Contracts ").

(c)   Equipment . All of Sellers tangible assets related to and used in or useful for the PSO Business, including, but not limited to, furniture, fixtures, computers, hardware, software, manuals, training materials and other equipment listed on Exhibit C attached hereto (collectively, the " Equipment ").

(d)   Books and Records . All books and records relating to the Assumed Contracts and the other Assets including customer lists and records, mailing lists, marketing, sales and promotional materials and records, and all other books, records, files, data or databases, correspondence, memoranda, notes and other documents or papers and other evidence thereof relating to the PSO Business (collectively, the " Books and Records ").

(e)   Intangible Assets . All know-how, processes, goodwill and other intangible assets associated with the PSO Business.

(a)   Assumed Liabilities . Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Buyer agrees to assume only those liabilities and obligations arising out of Buyer's ownership and operation of the PSO Business from and after the Closing Date (and in particular, with respect to obligations under the Assumed Contracts, only the obligations thereunder that are required pursuant to the Assumed Contracts to be performed after the Closing Date) (collectively, the " Assumed Liabilities ").

(b)   Retained Liabilities . Except as specifically set forth in subsection (a) above, Buyer will not assume any debts, obligations, rent, taxes, operating expenses, utilities or other liabilities of Seller of any character whatsoever, whether accrued, contingent or otherwise (the " Retained Liabilities "). All of the foregoing will be retained by Seller and Seller agrees to pay and satisfy when due any such liabilities and obligations not assumed by Buyer. Seller hereby acknowledges and agrees that Buyer shall not have any liability, obligation or responsibility for any breach of any of the Assumed Contracts prior to the Closing Date. Without limitation of the foregoing, Buyer will not assume (i) any accounts payable or debts, whether owed to banks, officers, shareholders, affiliates or other creditors of any nature whatsoever, (ii) any employment agreements, employee benefit plans or other employment related contracts or obligations except those obligations agreed upon in Article 5.5 , or (iii) any obligations under any Contracts (as hereinafter defined) of Seller that are not Assumed Contracts.

2.1.   Purchase Price . The aggregate purchase price for the Assets will be One Million, One Hundred Thousand Dollars ($1,100,000) payable as set forth in Article 2.4 (the " Purchase Price ").

2.2.   Closing . Upon the terms and subject to the conditions set forth in this Agreement, the closing of the sale and purchase of the Assets (the " Closing ") shall take place at the offices of Buyer's counsel, Baker & Daniels LLP, in Indianapolis, Indiana, simultaneously with the execution and delivery of this Agreement, or at such other place and time and/or on such other date as the parties hereto may mutually agree. The date and time at which the Closing actually occurs is referred to herein as the " Closing Date ."

2.3.   Closing Matters . Upon the terms and subject to the conditions set forth in this Agreement, at the Closing:

(a)   Buyer shall deliver to Seller the Purchase Price (as adjusted as set forth in Article 2.4 below, and minus the Hold Back Sum referred to in Article 2.5 below), by wire transfer of immediately available funds in such amount to an account to be designated in writing by Seller prior to the Closing Date.

(b)   Seller shall deliver to Buyer such bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to Buyer, as shall be effective to vest in Buyer all of Seller's right, title and interest in and to the Assets and, simultaneously therewith, will take such steps as may be necessary to place Buyer in actual possession and operating control of the Assets. Delivery of the Equipment shall be made at its current locations.

(c)   Seller shall deliver to Buyer any required executed consents to assignments received by Seller with respect to the Assumed Contracts, which consents to assignment shall be in form and substance reasonably satisfactory to Seller and Buyer.

(d)   Buyer shall deliver to Seller such written undertakings, in form and substance reasonably satisfactory to Seller, whereby Buyer shall assume and agree to perform the Assumed Liabilities.

(e)   Seller and Buyer shall deliver to each other such other documents, certificates, instruments and writings required to be delivered pursuant to this Agreement.

2.4.   Adjustments and Prorations . The amount payable at the Closing (the " Closing Payment ") shall be subject to adjustment as follows:

(a)   The Closing Payment will be decreased by the amount of all payments previously received by Seller prior to the Closing Date under the Services and Support Contracts as advance payments for services to be performed by Buyer after the Closing Date under such Assumed Contracts (including, without limitation, prorated amounts paid by Buyer to Seller for annual support services with respect to that portion of each contract year after the Closing Date).

(b)   The Closing Payment will be increased by the amount which, pursuant to the Services and Support Contracts, is to be billed to customers after the Closing Date for services that were previously performed by Seller prior to the Closing Date. Buyer shall have the right to bill and collect such amounts after the Closing Date. Notwithstanding the foregoing, Buyer is not purchasing or assuming Seller's accounts receivable that are outstanding at the Closing Date and there will be no adjustment of the Closing Payment as a result of such receivables.

(c)   The parties will cooperate and use their good faith efforts document and agree upon the prorations required by this Article 2.4 at least two business days prior to the Closing. If final prorations cannot be made prior to or at the Closing, then the parties shall allocate such items on a fair and equitable basis as soon as the applicable invoices, bills or other financial statements are available, with final adjustment to be made as soon as reasonably possible after the Closing Date. Each party promptly will provide the other upon reasonable request with all financial information in its possession or control in reasonable detail necessary to determine and confirm the final prorations.

2.5.   Hold Back Provision .

(a)   Both Seller and Buyer recognize that there are no guarantees that the PSO Employees (as defined herein) will stay in the employment of the Buyer nor any legal obligation the PSO Employees will stay in the employment of the Buyer after the Closing Date, unless Buyer enters into binding employment agreements with such employees. Absent such employment agreement, the PSO Employees have a right to leave their employment at will. The Seller and Buyer recognize that if any of the PSO Employees leave the employment of the Buyer during a short period of time after the Closing Date, there may be certain costs of recruiting and training that the Buyer could incur. The Seller and Buyer agree that Buyer shall hold back from the amount to be paid to Seller at the Closing the sum of One Hundred and Eighty Thousand ($180,000.00) Dollars (the " Hold Back Sum ") for a period of ninety days to account for the costs of recruiting and training if any of the PSO Employees leave the employment of Buyer prior to the date that is ninety days after the Closing Date (such date being the " Final Settlement Date "). The Hold Back Sum will be paid in full to the Seller so long as none of the PSO Employees leave the employment of the Buyer prior to the Final Settlement Date. The Hold Back Sum to be paid to the Seller will be reduced by a certain sum depending upon which PSO Employee leaves prior to the Final Settlement Date. A list of the PSO Employees is set out on the attached Exhibit D which includes the sum of money identified as a reduction in the Hold Back Sum that will be paid to the Seller on the Final Settlement Date. Such reductions will be returned to the Buyer at the Final Settlement Date.

(b)   At the Final Settlement Date, the parties mutually agree to the following process: The Buyer will provide the Seller (i) the final list of those PSO Employees that have remained in the employment of the Buyer at the Final Settlement Date; (ii) a final accounting of the Hold Back Sum owed the Seller, less any deductions for PSO Employees that have left before the Final Settlement Date, and (iii) written confirmation that the Buyer will to pay the Seller the Hold Back Sum less any deductions to the Hold Back Sum returned to the Buyer at the Final Settlement Date. The Buyer will review such information, and confirm its acceptance of the final Hold Back Sum before the monies will be paid to each party.

2.6.   Allocation of Purchase Price . At or prior to the Closing, Seller and Buyer shall agree in writing to an allocation of the Purchase Price among the various Assets. Each of Seller and Buyer agrees that it shall report for federal, state, local and all other tax purposes in a manner consistent with such allocation, and that it shall not take any position inconsistent with such allocation in connection with any examination, claim, action or other proceeding by or against any taxing authority or for any other purpose.

3.1.   Organization and Authority . Seller is duly organized and validly existing as a limited partnership under the laws of the State of Texas and has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Seller and constitutes a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms.

3.2.   No Violation . The execution, delivery and performance of this Agreement by Seller do not and will not constitute or result in (i) a breach or violation of the Articles of Incorporation or By-Laws of Seller, or (ii) a breach or violation of, a default under, the acceleration of or the creation of any Lien (as hereinafter defined) (with or without the giving of notice or the lapse of time) pursuant to, any provision of any agreement, lease, license, contract, note, mortgage, arrangement or other obligation (collectively, " Contracts ") to which Seller is a party or by which it or any of the Assets is bound, or any law, rule, ordinance or regulation or any judgment, decree, order, award or governmental or non-governmental permit to which it is subject.

3.3.   Required Consents . Except as set forth on Schedule 3.3 , no notices, reports or other filings are required to be made by Seller with, and no consents, approvals or other authorizations are required to be obtained by Seller from any governmental or regulatory authority or any other person in connection with the execution, delivery and performance of this Agreement.

3.4.   Warranty of Title . Except as set forth on Schedule 3.4 , Seller owns all right, title and interest in and to all of the Assets, free and clear of all liens, pledges, security interests, claims, charges or other encumbrances of any nature whatsoever (" Liens "), all of which Liens will be completely released on or prior to the Closing Date. At the Closing, Seller will convey to Buyer, and Buyer will take from Seller, all right, title and interest in and to all of the Assets, free and clear of any and all Liens.

3.5.   Assumed Contracts . The Assumed Contracts comprise all of the material Contracts related to the PSO Business. Seller has delivered to Buyer true and accurate copies of all of the Assumed Contracts, as amended through the Closing Date. Each of the Assumed Contracts is valid, binding and enforceable in accordance with its terms and there is not any existing default or event of default, or any event which, with or without notice or lapse of time or both, would constitute a default under any of the Assumed Contracts by Seller or, to the knowledge of Seller, by any other party thereto.

3.6.   Condition of Equipment; Sufficiency of Assets . The Equipment is in good operating condition and repair (subject to routine maintenance in the ordinary course of business) and, collectively with the Assumed Contracts and the other Assets, constitute all of the assets necessary and sufficient for the continued conduct of the PSO Business by Buyer after the Closing in the same manner as conducted prior to the Closing.

3.7.   PSO Employees .

(a)   Schedule 3.7 sets forth a complete and accurate list of all of the employees of Seller engaged in the PSO Business (the " PSO Employees "), including their name, job title, current wage rate or salary and date of hire. Except as set forth on Schedule 3.7 , Seller is not a party to or bound by any employment agreement, collective bargaining agreement or other employment related Contract or arrangement with respect to any of the PSO employees.

(b)   With respect to the PSO Employees, Seller is in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages and hours of work and occupational safety and health, including, without limitation, laws respecting employment discrimination. There are no claims, actions or proceedings pending or, to the knowledge of Seller, threatened against Seller by or on behalf of any of the PSO Employees alleging breach of any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. Seller has not received any notice of the intent of any governmental or regulatory authority responsible for the enforcement of labor or employment laws to conduct an investigation of Seller and no such investigation is in progress. There is no labor strike, dispute, slowdown, stoppage or lockout actually pending or, to Sellers' knowledge, threatened by any of the PSO Employees.

(c)   Seller is not delinquent in payments to any of the PSO Employees for any wages, salaries, commissions, bonuses or other compensation for any services performed by them to the date hereof. Seller has complied with all withholding tax requirements and procedures and, in the case of social security, unemployment, employee payroll and withholding taxes, Seller has withheld amounts from the PSO employees, in each case in compliance in all material respects with applicable tax withholding provisions and has made all required remittances in respect of such amounts withheld.

3.8.   Compliance with Law; No Litigation . Seller and the PSO Business are in compliance in all material respects with all applicable laws and regulations and there is no action, suit or proceeding pending or, to the knowledge of Seller, threatened against Seller relating in any way to the PSO Business or the Assets or that would affect Buyer's ownership and control or rights to use or otherwise receive the benefit of any of the Assets following the Closing Date.

3.9.   No Brokers . No broker, finder or investment banker, includi