EXHIBIT 10.9 FIFTH THIRD BANK Revolving Note

1.    PROMISE TO PAY . On or before October 31, 2007, Interactive Intelligence, Inc. , an Indiana corporation which has its chief executive office at 7601 Interactive Way, Indianapolis, Indiana 46278 (“Borrower”) for value received, hereby promises to pay to the order of Fifth Third Bank (Central Indiana) , a Michigan banking corporation located at 251 North Illinois Street, Indianapolis, Marion County, Indiana 46204 (together with its successors and assigns, the “Lender”) the sum of the lesser of (a) Three Million and no/100ths Dollars ($3,000,000.00) and (b) the Borrowing Base (as defined in paragraph 9 hereof) (the “Principal Sum”), plus interest as provided herein, less such amounts as shall have been repaid in accordance with this promissory note (this “Note”). The outstanding balance of this Note shall appear on a supplemental bank record and is not necessarily the face amount of this Note, which record shall evidence the balance due pursuant to this Note at any time. As used herein, “Local Time” means the time at the office of Lender specified in this Note.

(a)    Principal and interest payments shall be made at Lender’s address above unless otherwise designated by Lender in writing. Each payment hereunder shall be applied first to advanced costs, charges and fees, then to accrued interest, and then to principal, which will be repaid in inverse chronological order of maturity.

(b)    The loan evidenced by this Note is a revolving line of credit. The proceeds of this Note shall be made in the form of direct Advances (as this term and others are defined in Section 9 of this Note) which shall be made available to Borrower by Lender upon any written, electronic, telecopy or verbal loan request (provided that any verbal loan request is promptly confirmed in writing), which Lender in good faith believes to emanate from a properly authorized representative of Borrower, whether or not that is in fact the case. All Advances made hereunder shall be conclusively presumed to have been made by Lender to or for the benefit of Borrower. The proceeds of the loan evidenced hereby may be advanced, repaid and readvanced, in partial amounts, during the term of this Note and prior to the Maturity Date. Lender shall make each such advance to Borrower upon Lender’s receipt of Borrower’s request for disbursement and disbursement instructions, which shall be in such form as Lender requires. Lender is entitled to rely in good faith on any oral, telephonic or electronic mail communication requesting an advance or providing disbursement instructions, or both, which Lender receives from any person reasonably believed to be Borrower’s authorized representative. The entire principal balance outstanding hereunder, together with all accrued and unpaid interest and any other charges, advances and fees, if any, shall be due and payable in full on the earlier of the Maturity Date or upon acceleration of this Note.

2.    INTEREST .

(a)    Prior to the Maturity Date, interest will accrue on the unpaid balance of the Principal Sum at a variable rate of interest per annum (the “Note Rate”), which shall change in the manner set forth below, at Borrower's option:

(i)    equal to one and one-quarter percent (1.25%) in excess of the LIBO Rate, such sum to be rounded up, if necessary, to the nearest whole multiple of one-sixteenth of one percent (1/16 of 1.0%) per annum; or

(ii)    equal to the Prime Rate minus one and one-half percent (1.50%).

(b)    If the obligation evidenced by this Note is not paid at maturity, whether maturity occurs by lapse of time, demand, acceleration or otherwise, the unpaid balance of the Principal Sum and any unpaid interest shall, thereafter until paid, bear interest at the Default Rate.

(c)    Interest shall be calculated based on a 360-day year, charged for the actual number of days elapsed, and shall be payable on the first (1st) day of each month beginning on December 1, 2005.

(d)    Notwithstanding any provision to the contrary in this Note, in no event shall the interest rate charged on the Principal Sum exceed the maximum rate of interest permitted under applicable state and/or federal usury law. Any payment of interest that would be deemed unlawful under applicable law for any reason shall be deemed received on account of, and will automatically be applied to reduce, the principal sum outstanding and any other sums (other than interest) due and payable to Lender under this Note, and the provisions hereof shall be deemed amended to provide for the highest rate of interest permitted under applicable law.

3.    SECURITY .

(a)    The following provides additional security for the payment of the obligations evidenced hereby, and of all other obligations and liabilities of Borrower to the Lender, whether such obligations and liabilities are now existing or hereafter arising. Borrower has granted the Lender a security interest in certain of Borrower’s securities pursuant to that certain Collateral Security and Pledge Agreement dated of even date herewith (as the same may be amended, restated or replaced from time to time, the “Security Agreement”), including all substitutions and additions thereto, and the proceeds thereof including insurance proceeds (all of the foregoing, together with any other property in which Lender shall at any time be given a security interest, shall hereinafter be referred to as the “Collateral”).

(b)    If, at the time of payment in full of this Note and discharge hereof, Borrower shall be then directly, indirectly or contingently liable to the Lender as maker, endorser, surety or guarantor of any other note, bill of exchange, indebtedness or other instrument, due or to become due, now existing or hereafter arising and regardless of how evidenced, then the Lender may continue to hold any of the Collateral as security therefor, even though this Note shall have been surrendered to Borrower. The Lender shall not be bound to take any steps necessary to preserve any rights in the Collateral against prior parties. If any obligation evidenced by this Note is not paid when due, the Lender may, at its option, demand, set-off, sue for, collect or make any compromise or settlement it deems desirable with reference to the Collateral, and shall have the rights of a secured party under the law of the State of Indiana, and Borrower shall be liable for any deficiency.

(c)    This Note is also secured by any of Borrower’s funds on deposit with the Lender. The failure to reference in this Note any security for this Note shall not, however, be construed to invalidate any security interest, pledge, mortgage or other lien which pursuant to the terms of any agreement or instrument creating such lien secures this Note or any or all obligations of Borrower to Lender generally.

4.    USE OF PROCEEDS . Borrower certifies that the proceeds of this loan are to be used for business purposes to provide working capital for Borrower’s operations.

5.    COMMITMENT FEE . Lender has waived the commitment fee for the Loan.

6.    REPRESENTATIONS AND WARRANTIES . Borrower hereby warrants and represents to Lender the following:

(a)    Organization and Qualification . Borrower is a corporation validly existing under the laws of Indiana, has the power and authority to carry on its business and to enter into and perform all documents relating to this loan transaction, and is qualified and licensed to do business in each jurisdiction in which such qualification or licensing is required. All information provided to Lender with respect to Borrower and its operations is true and correct.

(b)    Due Authorization . The execution, delivery and performance by Borrower of the Loan Documents have been duly authorized by all necessary action by its board of directors, and shall not contravene any law or any governmental rule or order binding on Borrower, nor violate any agreement or instrument by which Borrower is bound, nor result in the creation of a Lien on any assets of Borrower except the Lien granted to Lender. Borrower has duly executed and delivered to Lender the Loan Documents and they are valid and binding obligations of Borrower enforceable according to their respective terms, except as limited by equitable principles and by bankruptcy, insolvency or similar laws affecting the rights of creditors generally. No notice to, or consent by, any governmental body is needed in connection with this transaction.

(c)    Litigation . Except for those matters previously disclosed by Borrower to Lender [none of which matters, individually or in the aggregate, involve the possibility of materially and adversely affecting the properties, business, prospects, profits or condition (financial or otherwise) of Borrower or its subsidiaries or the ability of Borrower to perform Borrower’s obligations under the Loan Documents], there are no suits or proceedings pending or threatened against or affecting Borrower, and no proceedings before any governmental body are pending or threatened against Borrower.

(d)    Business . Borrower is not a party to or subject to any agreement or restriction that may have a material adverse effect on Borrower’s business, properties or prospects. Borrower has all franchises, authorizations, patents, trademarks, copyrights and other rights necessary to advantageously conduct its business. They are all in full force and effect and are not in known conflict with the rights of others.

(e)    Licenses, etc. Borrower has obtained any and all licenses, permits, franchises, governmental authorizations, patents, trademarks, copyrights or other rights necessary for the ownership of its properties and the advantageous conduct of its business. Borrower possesses adequate licenses, patents, patent applications, copyrights, trademarks, trademark applications, and trade names to continue to conduct its business as heretofore conducted by it, without any conflict with the rights of any other person or entity. All of the foregoing are in full force and effect and none of the foregoing are in known conflict with the rights of others.

(f)    Laws and Taxes . Borrower is in material compliance with all laws, regulations, rulings, orders, injunctions, decrees, conditions or other requirements applicable to or imposed upon Borrower by any law or by any governmental authority, court or agency. Borrower has filed all required tax returns and reports that are now required to be filed by it in connection with any federal, state and local tax, duty or charge levied, assessed or imposed upon Borrower or its assets, including unemployment, social security, and real estate taxes. Borrower has paid all taxes which are now due and payable. No taxing authority has asserted or assessed any additional tax liabilities against Borrower which are outstanding on this date, and Borrower has not filed for any extension of time for the payment of any tax or the filing of any tax return or report.

(g)    Title . Borrower has good and marketable title to the assets reflected on the most recent balance sheet submitted to Lender, free and clear from all liens and encumbrances of any kind, except for (i) current taxes and assessments not yet due and payable, (ii) liens and encumbrances, if any, reflected or noted on such balance sheet or notes thereto, (iii) assets disposed of   in the ordinary course of business, and (iv) any security interests, pledges, assignments or mortgages granted to Lender to secure the repayment or performance of   the Obligations (collectively, the “Permitted Liens”).

(h)    Subsidiaries and Joint Ventures . Except for the subsidiaries listed in the attached Exhibit “A , ” Borrower has no subsidiaries and is not a party to any joint venture agreement, or partnership agreement with another entity.

7.    AFFIRMATIVE COVENANTS . Borrower covenants with, and represents and warrants to, Lender that, from and after the execution date of the Loan Documents until the Obligations are paid and satisfied in full:

(a)    Financial Statements . Borrower shall maintain a standard and modern system for accounting and shall furnish to Lender:

(i)    Within sixty (60) days after the end of each quarter, an as-filed copy of   Borrower’s Form 10-Q;

(ii)    Within one-hundred twenty (120) days after the end of each fiscal year, a copy of Borrower’s financial statements audited by independent certified public accountants reasonably acceptable to Lender, including a balance sheet and a statement of income and retained earnings all prepared in accordance with GAAP on a basis consistent with prior years unless specifically noted thereon;

(iii)    With the statements submitted above, a certificate signed by an officer of Borrower, stating he or she is familiar with all documents relating to Lender and that no Event of Default specified herein, nor any event which upon notice or lapse of time, or both would constitute such an Event of Default, has occurred, or if any such condition or event existed or exists, specifying it and describing what action Borrower has taken or proposes to take with respect thereto (a “Compliance Certificate”);

(iv)    Within thirty (30) days after the end of each month, a copy of the account statement for the Pledged Account for the preceding month, which reflects the current market value of the securities held therein;

(v)    Within thirty (30) days after the end of each month, a Borrowing Base Certificate, in form and substance acceptable to Lender and signed by an officer of Borrower; and

(vi)    Immediately upon any officer of Borrower obtaining knowledge of any condition or event which constitutes or, after notice or lapse of time or both, would constitute an Event of Default, a certificate of such person specifying the nature and period of the existence thereof, and what action Borrower has taken or is taking or proposes to take in respect thereof.

All of the statements referred to in (a) above shall be in conformance with generally accepted accounting principles and give representatives of Lender access thereto at all reasonable times, including permission to examine, copy and make abstracts from any such books and records and such other information which might be helpful to Lender in evaluating the status of the loans as it may reasonably request from time to time.

(b)    Insurance . At its own cost, Borrower shall obtain and maintain insurance against (i) loss, destruction or damage to its properties and business of the kinds and in the amounts customarily insured against by companies with established reputations engaged in the same or similar business as Borrower and, in any event, sufficient to fully protect Lender’s interest in the Collateral, and (ii) insurance against public liability and third party property damage of the kinds and in the amounts customarily insured against by corporations with established reputations engaged in the same or similar business as Borrower. All such policies   shall (A) be issued by financially sound and reputable insurers, (B) name Lender as an additional insured and, where applicable, as loss payee under a Lender loss payable endorsement satisfactory to Lender, and (C) shall provide for thirty (30) days written notice to Lender before such policy is altered or canceled. All of the insurance policies required hereby shall be evidenced by one or more certificates of insurance delivered to Lender by Borrower on the Closing Date and at such other times as Lender may request from time to time.

(c)    Taxes . Borrower shall pay when due all taxes, assessments and other governmental charges imposed upon it or its assets, franchises, business, income or profits before any penalty or interest accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which by law might be a lien or charge upon any of its assets, provided that (unless any material item or property would be lost, forfeited or materially damaged as a result thereof) no such charge or claim need be paid if it is being diligently contested in good faith, if Lender is notified in advance of such contest and if Borrower establishes an adequate reserve or other appropriate provision required by generally accepted accounting principles and deposits with Lender cash or bond in an amount acceptable to Lender.

(d)    Compliance with Laws . Borrower shall comply with all federal, state and local laws, regulations and orders applicable to Borrower or its assets including but not limited to all environmental laws, in all respects material to Borrower’s business, assets or prospects and shall immediately notify Lender of any violation of any rule, regulation, statute, ordinance, order or law relating to the public health or the environment and of any complaint or notifications received by Borrower regarding to any environmental or safety and health rule, regulation, statute, ordinance or law. Borrower shall obtain and maintain any and all licenses, permits, franchises, governmental authorizations, patents, trademarks, copyrights or other rights necessary for the ownership of its properties and the advantageous conduct of its business and as may be required from time to time by applicable law.

(e)    Depository/Banking Services . Lender shall be the principal depository in which substantially all of Borrower’s funds are deposited, and the principal bank of account of Borrower, as long as any Obligations are outstanding, and Borrower shall grant Lender the first and last opportunity to provide any business banking services required by Borrower and its Affiliates.

(f)    Other Amounts Deemed Loans . If Borrower   fails to pay any tax, assessment, governmental charge or levy or to maintain insurance within the time permitted or required by this Note, or to discharge any Lien prohibited hereby, or to comply with any other Obligation, Lender may, but shall not be obligated to, pay, satisfy, discharge or bond the same for the account of Borrower. To the extent permitted by law and at the option of Lender, all monies so paid by Lender on behalf of Borrower shall be deemed Obligations and Borrower’s payments under this Note may be increased to provide for payment of such Obligations plus interest thereon.

(g)    Further Assurances . Borrower shall execute, acknowledge and deliver, or cause to be executed, acknowledged or delivered, any and all such further assurances and other agreements or instruments, and take or cause to be taken all such other action, as shall be reasonably necessary from time to time to give full effect to the Loan Documents and the transactions contemplated thereby.

8.    NEGATIVE COVENANTS. Borrower covenants with and represents and warrants to Lender that, from and after the execution date hereof until the Obligations are paid and satisfied in full:

(a)    Borrower shall not permit the market value of the Pledged Account to be less than Three Million Five Hundred Thousand and 00/100ths Dollars ($3,500,000.00); and

(b)    Borrower shall not incur, create, assume or permit to exist any additional indebtedness for borrowed money (other than the Obligations) or indebtedness on account of depositions, advances or progress payments under contracts, notes, bonds, debentures or similar obligations or other indebtedness evidenced by notes, bonds, debentures, capitalized leases or similar obligations.

9.    DEFINITIONS . Certain capitalized terms used and not otherwise defined herein have the meanings set forth in the Security Agreement or in the other Loan Documents. All financial terms used herein but not defined in the Security Agreement or any other Loan Document have the meanings given to them by generally accepted accounting principles. All other undefined terms have the meanings given to them in the Uniform Commercial Code as adopted in the state of Indiana. The following definitions are used herein:

(a)    “Advance” means a direct advance of funds to Borrower from Lender under and pursuant to the terms of this Note.

(b)    “Affiliate” means, as to Borrower, (i) any person or entity which, directly or indirectly, is in control of, is controlled by or is under common control with, Borrower, or (ii) any person who is a director, officer or employee (A) of   Borrower or (B) of any person described in the preceding clause (a).

(c)    “Assets” means the total of the treasury stock, paid-in surplus, general contingency reserves and retained earnings (deficit) of Borrower and any Subsidiary as determined on a consolidated basis in accordance with generally accepted accounting principles after eliminating all inter-company items and all amounts properly attributable to minority interests, if any, in the stock and surplus of any Subsidiary.

(d)    “Borrowing Base” means Ninety Percent (90%) of the market value of the contents of the Pledged Account.

(e)    "Borrowing Base Certificate" means a statement, setting forth the market value of the Pledged Account, the current indebtedness under this Note, and a calculation showing whether the outstanding balance complies with the Borrowing Base, in form and substance acceptable to Lender, as the same may be amended from time to time.

(f)    “Control Agreement” means that certain Control Agreement dated of even date herewith and executed by Borrower and Fifth Third Securities in favor of Lender.

(g)    “Default Rate” means four percent (4.0%) per annum plus the Note Rate.

(h)    “Liabilities” means (i) all items (except items of capital stock, of capital surplus, of general contingency reserves or of retained earnings, deferred income taxes, and amounts attributable to minority interest if any) which in accordance with generally accepted accounting principles would be included in determining total liabilities on a consolidated basis (if Borrower should have a subsidiary) as shown on the liability side of a balance sheet as at the date as of which indebtedness is to be determined; (ii) all indebtedness secured by any mortgage, pledge, lien or conditional sale or other title retention agreement to which any property or asset owned or held is subject, whether or not the indebtedness secured thereby shall have been assumed (excluding non-capitalized leases which may amount to title retention agreements but including capitalized leases); and (iii) all indebtedness of others which Borrower or any subsidiary has directly or indirectly guaranteed, endorse (otherwise than for collection or deposit in the ordinary course of business), discounted or sold with recourse or agreed (contingently or otherwise) to purchase, repurchase, or otherwise acquire, or in respect of which Borrower or any subsidiary has agreed to apply or advance funds (whether by way of loan, stock purchase, capital contribution or otherwise) or otherwise to become directly or indirectly liable.

(i)    "LIBO Interest Period" means thirty (30) days, provided that if any LIBO Interest Period would otherwise expire on a day which is not a LIBO Rate Banking Day, the LIBO Interest Period shall be extended to the next succeeding LIBO Rate Banking Day except if the next succeeding LIBO Rate Banking Day occurs in the following calendar month, then the LIBO Interest Period shall expire on the immediately preceding LIBO Rate Banking Day.

(j)    "LIBO Rate" means the rate obtained by dividing (1) the actual or estimated per annum rate, or the arithmetic mean of the per annum rates, of interest for deposits in U.S. dollars for the LIBO Interest Period, as determined by Lender in its discretion based upon information which appears on page LIBOR01, captioned British Bankers Assoc. Interest Settlement Rates, of the Reuters America Network, a service of Reuters America Inc. (or such other page that may replace that page on that service for the purpose of displaying London interbank offered rates; or, if such service ceases to be available or ceases to be use by Lender, such other reasonably comparable money rate service as Lender may select) or upon information obtained from any other reasonable procedure, two (2) LIBO Banking Days prior to the first day of each LIBO Interest Period; by (2) an amount equal to one minus the stated maximum rate (expressed as a decimal), if any, of all reserve requirements (including, without limitation, any marginal, emergency, supplemental, special or other reserves) that is specified on the first day of each LIBO Interest Period by the Board of Governors of the Federal Reserve System (or any successor agency thereto) for determining the maximum reserve requirement with respect to eurocurrency funding (currently referred to as "Eurocurrency liabilities" in Regulation D of such Board) maintained by a member bank of such System, or any other regulations of any governmental authority having jurisdiction with respect thereto, all as conclusively determined by Lender. Subject to any maximum or minimum interest rate limitation specified herein or by applicable law, the LIBO Rate shall change automatically without notice to Borrower immediately on the first day of each LIBO Interest Period, with any change thereto effective as of the opening of business on the day of the change.

(k)    "LIBO Rate Banking Day" means any day other than a Saturday or a Sunday on which banks are open for business in Indianapolis, Indiana, and on which banks in London, England, settle payments.

(l)    “Lien” means any security interest, mortgage, pledge, assignment, lien or other encumbrance of any kind, including interests of vendors or lessors under conditional sale contracts or capital leases.

(m)    “Loan Documents” means any and all Rate Management Agreements and each and every document or agreement executed by Borrower or any other party evidencing, guarantying or securing any of the Obligations, including but not limited to this Note, the Pledge Agreement, and the Control Agreement; and “Loan Document” means any one of the Loan Documents.

(n)    “Maturity Date” means October 31, 2007.

(o)    “Obligation(s)” means all loans, advances, indebtedness and each and every other obligation or liability of Borrower owed to Lender and any affiliate of Lender, however created, of every kind and description whether now existing or hereafter arising and whether direct or indirect, primary or as guarantor or surety, absolute or contingent, liquidated or unliquidated, matured or unmatured, participated in whole or in part, created by trust agreement, lease overdraft, agreement or otherwise, whether or not secured by additional collateral, whether originated with Lender or owed to others and acquired by Lender by purchase, assignment or otherwise, and including, without limitation, all loans, advances, indebtedness and each and every obligation or liability arising under the loan document, any and all Rate Management Obligations, letters of credit now or hereafter issued by Lender or any affiliate of Lender for the benefit of or at the request of Borrower, all obligations to perform or forbear from performing acts, and agreements, instruments and documents evidencing, guaranteeing, securing or otherwise executed in connection with any of the foregoing, together with any amendments, modifications and restatements thereof, and all expenses and attorneys’ fees incurred by Lender hereunder or any other document, instrument or agreement related to any of the foregoing.

(p)    “Pledge Agreement” means that certain Security and Pledge Agreement dated of even date herewith, executed by Borrower in favor of Lender which grants to Lender a perfected security interest in a certain investment acco