EX-24 2 attach_1.htm
POWER OF ATTORNEY



Know all by these present 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 4th day of March, 2008.



William J. Gildea
/s/ William J. Gildea
Printed Name
Signature