EX-24 2 attach_4.htm POA
POWER OF ATTORNEY



Know all by these presents that the undersigned hereby constitutes

and appoints each of Ashley A. Vukovits and Stephen R. Head

signing singly, the undersigned's true and lawful attorney-in-fact to:



(1) execute for and on behalf of the undersigned, in the

undersigned's capacity as an officer and/or director of Interactive

Intelligence, Inc. (the ?Company?), Forms 3, 4 and 5 in accordance

with Section 16(a) of the Securities Exchange Act of 1934 and the

rules thereunder;

(2) do and perform any and all acts for and on behalf of the

undersigned which may be necessary or desirable to complete and

execute any such Form 3, 4 or 5 and timely file such form with the

United States Securities and Exchange Commission and any stock

exchange or similar authority; and

(3) take any other action of any type whatsoever in connection

with the foregoing which, in the opinion of the attorney-in-fact, may

be of benefit to, in the best interest of, or legally required by, the

undersigned, it being understood that the documents executed by such

attorney-in-fact on behalf of the undersigned pursuant to this Power

of Attorney shall be in such form and shall contain such terms and

conditions as such attorney-in-fact may approve in such attorney-in-fact's

discretion.



The undersigned hereby grants to each such attorney-in-fact full power

and authority to do and perform any and every act and thing whatsoever

requisite, necessary or proper to be done in the exercise of any of the

rights and powers herein granted, as fully to all intents and purposes as

the undersigned might or could do if personally present, with full power

of substitution or revocation, hereby ratifying and confirming all that

such attorney-in-fact, or such attorney-in-fact's substitute or substitutes,

shall lawfully do or cause to be done by virtue of this power of attorney

and the rights and powers herein granted. The undersigned acknowledges

that the foregoing attorneys-in-fact, in serving in such capacity at the

request of the undersigned, are not assuming, nor is the Company assuming,

any of the undersigned's responsibilities to comply with Section 16 of the

Securities Act of 1934.



This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms 3, 4 or 5 with respect to

the undersigned's holdings of and transaction in securities issued by the

Company, unless earlier revoked by the undersigned in a signed writing

delivered to the foregoing attorneys-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this Power of

Attorney to be executed as of this 29th day of June, 2006.



Melinda W. Marshall   /s/ Melinda Marshall________

Printed Name    Signature