VOLUME LICENSE AGREEMENT

         This License Agreement (the "Agreement") is made and entered into as of
the 17th day of January,  2000, by and between Philips Speech  Processing  North
America,  a  Division  of  Philips  Electronics  North  America  Corporation,  a
corporation  organized  and  existing  under the laws of the state of  Delaware,
("PSP"),  and Preferred Voice, Inc., a corporation  organized and existing under
the laws of the state of Delaware ("Licensee").

                                   WITNESSETH:

         WHEREAS,  PSP  is  the  creator  and  owner  of  a  speech  recognition
technology,  which includes certain signal  processing  algorithms that are used
for the computerized recognition of speech; and

         WHEREAS,  Licensee  desires to license a subset of PSP technology  that
would add speech  recognition  capabilities to its systems with voice processing
applications  and  obtain  a  license  to use such  software  on the  terms  and
conditions set forth herein; and

         WHEREAS, PSP is  willing to grant  a license to Licensee as hereinafter
specified; and

         WHEREAS,  Licensee desires ongoing  technical  support for the Licensed
Technology.

         NOW,  THEREFORE,  in consideration of the mutual premises and covenants
of the parties hereto, the parties hereby covenant and agree as follows:

                                 1. Definitions

         Words  shall  have their  normally  accepted  meanings  as used in this
Agreement. The terms herein and hereof , unless specifically limited, shall have
reference to the entire Agreement. The word "shall" is mandatory, the word "may"
is  permissive,  the  word  "or"  is not  exclusive,  the  word  "includes"  and
including" are not limiting and the singular includes the plural and vice versa.
As used in this  Agreement,  the following  terms have the  respective  meanings
specified below:

1. "Enhancements" means modifications, refinements, or additions that, when made
or added to the Licensed Technology,  materially change its utility, efficiency,
functional capability, or application.

2. "Force Majeure  Condition" means any condition or event beyond the control of
the party affected thereby,  including,  but not limited to, fire, explosion, or
other casualty,  act of God, war or civil  disturbance,  acts of public enemies,
embargo,  the  performance or  nonperformance  of third  parties,  acts of city,
state,  local  or  federal  governments  in  their  sovereign,   regulatory,  or
contractual capacity, labor difficulties, and strikes.


                                        1



<PAGE>




3.  "Licensed  Technology"  means the  subset of  Technology  that is adapted to
provide the speech  recognition  capabilities  described in Exhibit A,  attached
hereto and incorporated herein by reference, for Systems.

4. "Recognizer"  means an individual channel capable of speech recognition using
Licensed Technology.  Recognizers can be used as a shared resource in Systems or
they can be deployed on every line in a System.

5. "Speech  Verification"  means a channel  capable of verifying  one's  claimed
identity through analyzing voice patterns.


6. "Systems" means the products sold by Licensee that are described in Exhibit B
attached hereto and incorporated herein by reference.


7.  "Technological  Improvements"  means  minor  improvements,  refinements,  or
perfections of the Licensed Technology.


8.  "Technology"  means,  irrespective of the form in which it is recorded,  all
information  relating to telephone  channel  discrete and  continuous  utterance
speaker-independent  and  speaker-  dependent  speech  recognition  and  speaker
verification,  whether already developed or developed hereunder,  made, owned or
discovered by PSP, including, but not limited to, software,  hardware, firmware,
custom  and  semi-custom  components,   algorithms,   know-how,  trade  secrets,
confidential   information,   source  codes,  Object  codes,   designs,   plans,
specifications, magnetic media or other form of recorded information, except for
information  that is generally  available to the public  (including  information
that is available, with or without fee, from other vendors).

                               1. Grant of License

1. PSP hereby grants to Licensee a world-wide, non-exclusive,  perpetual license
to use, copy, and distribute under perpetual sublicenses the Licensed Technology
for the  purpose  of  providing  telephonic  voice  recognition  services  using
Systems.

2. There is no geographic  limitation on Licensee's right to distribute into any
market so long as the Systems sold into any market have been  enhanced  with the
appropriate languages and dialects for that market.

3. During the term of the license  granted in 2.01 above,  PSP hereby  grants to
Licensee a nonexclusive,  nontransferable  license to use trademarks and service
marks  ("Marks")  which  are  set  forth  on  Exhibit  G,  attached  hereto  and
incorporated  herein  by  reference,  relating  to the  Licensed  Technology  in
promotional materials, technical publications,  products descriptions, and other
printed or electronic materials which are created or disseminated in the conduct
of Licensee's sale and  distribution of Systems,  subject to PSP' prior approval
of such use and strictly in accordance with PSP's  guidelines for the use of its
Marks as provided to Licensee by PSP. Licensee shall display such Marks adjacent
to and with the first or most prominent use of the appropriate Mark in each such
publication,  except when the publication  relates to Licensee's  products which
incorporate the

                                        2



<PAGE>



Licensed  Technology  in bundled  form, in which event the display of Licensee's
own  trademarks  or service  marks shall not be construed to grant  Licensee any
ownership to the Licensed Technology licensed by PSP to PSP hereunder.  Licensee
further agrees not to use any other trademark or service mark in close proximity
to the Marks or combine  such Marks in a confusing  manner or in a manner  which
creates a unitary  composite  mark.  In all  events PSP shall  retain  ownership
rights to its Marks  licensed to Licensee  hereunder,  and Licensee shall notify
PSP of any  unauthorized  use of PSP's Marks  which  become  known to  Licensee.
Licensee (i) will not act in any manner that might reasonably  injure the rights
or  goodwill  of PSP with  respect to the  Marks,  (ii) will not  challenge  the
validity or ownership  of the Marks,  and (iii) will use  reasonable  efforts to
safeguard the Marks as necessary and appropriate.

4. In  consideration  of the License herein  granted,  Licensee shall pay to PSP
periodic royalties at the rates specified in Exhibit C.


5. This Agreement does not transfer title or any ownership  interest in Licensed
Technology to Licensee.  Licensed  Technology,  including all parts thereof, and
any  copies,  in whole or in part,  are and shall  remain the  property  of PSP,
irrespective of the ownership of the media on which Licensed Technology any part
thereof or any copy thereof is contained.  Licensee acknowledges and agrees that
it is only acquiring title to media containing the Licensed  Technology with the
limited right to resell  Licensed  Technology on which  Licensed  Technology are
contained and licenses as specified in this Agreement. All patents,  copyrights,
trade  secrets  and  other  intellectual  property  rights  in and  to  Licensed
Technology shall remain the exclusive  property of PSP. Licensed  Technology are
offered  for  sale and are  resold  by  Licensee  subject  in every  case to the
condition  that  such  sale  does  not  convey  any  license,  expressly  or  by
implication,  to  manufacture,  duplicate  or otherwise  copy or  reproduce  any
Licensed Technology.

6. Except as permitted  pursuant to Section 2.01,  Licensee  agrees not to copy,
alter, modify,  translate,  decompile,  disassemble,  reverse engineer or create
derivative works of the Licensed Technology or any part thereof.

7. Except as permitted  pursuant to Section 2.01,  Licensee shall not: (i) loan,
rent,  lease,  give,  sub-license  or otherwise  transfer  Licensed  Technology,
including  any part thereof,  or any copy  thereof,  in whole or in part, to any
third  party;  or (ii)  distribute  copies of  Licensed  Technology  or any part
thereof to any third party or electronically transfer the same from one computer
to another over a network.

                                   2. Support

1. PSP shall provide Level 3 Support for the Licensed  Technology as detailed in
Exhibit F. Additionally, PSP shall provide to Licensee the following:


     A. Technological Improvements it develops for the Licensed Technology at no
     additional cost.

     B.  Software  support to  Licensee  as  reasonably  required  to  implement
     Technological  improvements  to the Licensed  Technology  at no  additional
     cost.

                                        3



<PAGE>




     C. A Test Plan for beta tests per Exhibit E.

          1. In consideration of the support described in Section 3.01, Licensee
          shall  pay PSP in  accordance  with  Exhibit  D for  the  term of this
          Agreement.

          2. PSP shall make  Enhancements  available  to  Licensee  at PSP' then
          current prices to similarly situated customers.


                                     1. Term

         This  Agreement  is  effective  on the date  hereof and  unless  sooner
terminated  extends for a period of five (5) years  ("Initial  Term").  Further,
provided  that  Licensee is not in default of this  Agreement  at the end of the
Initial  Term,  Licensee  may extend  this  Agreement  on a yearly  basis for an
additional five (5) years ("Extended  Term") upon written notice to PSP provided
at least thirty (30) days prior to the then applicable expiration date.

                           2. Obligations of Licensee

1.  Licensee  agrees  to use PSP as its sole and  exclusive  source  for  speech
recognition  and speaker  verification  technology for five years from its first
commercial  deployment of a System incorporating  Licensed Technology.  However,
Licensee  is not bound to use PSP as its sole and  exclusive  source  for speech
recognition and speaker verification technology, and has no obligation to do so,
in the event that any third  party  claim is made or alleged  that the  Licensed
Technology infringes any existing patent, copyright,  trade secret, trademark or
other intellectual  property rights of said third party,  provided that Licensee
notifies PSP of such claim and further  provided  that PSP  exercises one of the
three option listed in Section 11.02 hereof or the claim proceeds to litigation.

2. Licensee shall: (i) conduct  business in a manner that reflects  favorably at
all times on PSP products and the good name, goodwill and reputation of Philips;
(ii) avoid  deceptive,  misleading or unethical  practices  that are or might be
detrimental to PSP, PSP products or the public,  including,  but not limited, to
disparagement  of PSP  or PSP  products;  (iii)  make  no  false  or  misleading
representations  with  regard to PSP or PSP  products;  (iv) not to  publish  or
employ or  cooperate in the  publication  or  employment  of any  misleading  or
deceptive  advertising  material;  (y) make no  representations or guarantees to
customers  or to the trade  with  respect  to the  specifications,  features  or
capabilities  of  PSP  products  that  are  inconsistent   with  the  literature
distributed  or approved by PSP; and (vi)  actively  promote the sale of Systems
incorporating the Licensed Technology.

3. Licensee agrees to act as a beta site for new releases of Licensed Technology
and agrees to provide  input to PSP with respect to its beta testing of Licensed
Technology per Exhibit E.

4.  Licensee  shall  develop  reasonable  safeguards  to insure that  Licensee's
customers do not wrongfully appropriate the Licensed Technology,  in whole or in
part.

                                        4



<PAGE>




5. The  statement  "Speech  recognition  technology  provided by Philips  Speech
Processing"  shall be included on marketing  and sales  literature  developed by
Licensee for the products that include the Licensed Technology.

6.  Licensee  shall  at  all  times  comply  with  all  United  States  laws  or
regulations,  and regulations of foreign jurisdictions,  if applicable,  as they
may exist from time to time,  regarding  the subject  matter of the license,  in
particular as to export licensing or the control or regulation of exportation or
re-exportation of the Product  Software.  Without limiting the generality of the
foregoing, Licensee specifically agrees not to sell any products covered by this
Agreement to any party, if such a sale would  constitute a violation of any laws
or regulations of the United States.

7.  Licensee  shall  seek and  obtain  at its cost any  necessary  governmental,
regulatory  or  other  certifications  or  approvals  for  the  use of  Licensed
Technology in Licensee's  Systems.  PSP will furnish such reasonable  support as
Licensee requests in developing and presenting applications for such licenses or
approvals.

                              3. Obligations of PSP

1. PSP shall offer to use  Licensee  as the first beta site for new  releases of
Licensed Technology.


2. PSP shall provide Licensee with licenses for 26 SpeechPearl 99 Recognizers as
described  in  Exhibit  A at  no  charge  to  replace  Speech  Wave  Recognizers
previously acquired by Licensee.

                           4. Mutual Responsibilities

1.  Training.  PSP shall provide  Licensee  detailed and thorough  training of a
professional  caliber,  without  charge,  for  up to 2  qualified  employees  of
Licensee  annually.  The training shall be of three (3) days duration,  shall be
offered in the continental United States, and will cover the installation,  use,
and  maintenance  of the  Licensed  Technology,  and shall  include  appropriate
printed training documentation and reference materials.

2. Additional training,  including "refresher training", shall be conducted in a
manner  agreed  upon  by the  parties  and at  mutually  agreeable  fees,  where
appropriate.

3. The parties shall make joint press  releases  pertaining to the deployment of
Systems.  Each party will  obtain the prior  written  consent of the other party
prior to issuing such releases.

                      5. Trade Secrets and Confidentiality

1. Each party  covenants  and agrees  that at all times  hereafter  it will keep
secret  all  information   communicated  to  it  that  has  been  designated  as
confidential  or  proprietary,  and  that it will  not  divulge  the same to any
person,  firm,  or  corporation  or use it for its benefit or for the benefit of
others  without the prior written  consent of the other party.  This  obligation
applies only if in the case

                                        5



<PAGE>



of  written  communication,  the  document  has been  conspicuously  labeled  as
"confidential" or "proprietary" and in the event of an oral  communication,  the
information  has been  identified as  confidential or proprietary at the time of
disclosure and a written summary of the confidential or proprietary information,
conspicuously marked as such, has been prepared by the disclosing party and sent
to the receiving  party within 30 days of the  disclosure.  The recipient  shall
take reasonable  steps to safeguard such  confidential  information,  using at a
minimum  the same  degree of care that the  recipient  uses to  protect  its own
similar categories of confidential and proprietary  information.  The provisions
of this Article do not apply to:

     (A)  Information  that at the time of  receipt  can be shown by  reasonable
     evidence to be in the public domain; or

     (B)  Information  that can be shown by  reasonable  evidence  to have  been
     legally in possession of the party receiving such information  prior to the
     time of it being received from the other party;

     (C)  Information  that can be shown by reasonable  evidence to have legally
     become part of the public  domain,  other than by acts or  omissions of the
     party receiving such information;

     (D)  Information  that the  disclosing  party  discloses  to a third  party
     without restriction on use or disclosure; or


     (E) Information that is received by the recipient from a third party having
     no obligation to the disclosing party limiting the use or disclosure of the
     information.

For the purpose of  sub-paragraphs  (A) and (C) of this section,  information is
not  considered  to be in the public domain  merely  because a more  generalized
disclosure of information, which does not specify the details of the information
received, is in the public domain.

2.  Licensee  shall take all  precautions  reasonably  necessary  to ensure that
persons  purchasing,  leasing or using  Systems are made aware that title to the
Licensed  Technology resides in PSP for any purpose other than use in connection
with Systems, and such users may not copy,  disclose,  attempt to disassemble or
decompile software that implements the Licensed Technology.

3.  Licensee  shall cause to appear on all software  packages  incorporating  or
containing the Licensed Technology a proper copyright notice of the format:


         "(C)2000 Philips Speech Processing, All Rights Reserved"

or such other notice as PSP may from time to time reasonably  require to protect
PSP'  copyrighted  or  proprietary  materials  utilized  under  this  Agreement.
Licensee may qualify the scope of the  copyright  notice in order to limit it to
the portion of the software package containing the Licensed Technology.

4.  Licensee  shall  execute and, if requested  by PSP,  direct its  affiliates,
agents,  servants,  and  employees  to execute any and all  agreements  or other
documents  reasonably  necessary to secure and protect PSP' rights in and to the
Technology.

                                        6



<PAGE>




5. In the event a breach or  threatened  breach of this Section 7, the aggrieved
party will be entitled to seek  immediate  relief,  injunction  or  otherwise in
arbitration, in a court of law, or in equity.

                              6. Fees and Delivery

1. FOB Point. All deliveries  shall be made FOB PSP, 14140 Midway Road,  Dallas,
TX  75244.

2.  Licensee  will issue  purchase  orders to PSP for Licensed  Technology to be
shipped with Systems.  The purchase  order shall indicate the number of ports of
simultaneous  recognizers to be shipped with each System along with the Products
to be shipped and the appropriate royalty as per Exhibit C.

3. Payment terms for invoices shall be Net 30 days from date of invoice.


4.  Taxes.  Royalty  fees do not  include  taxes.  Licensee  shall pay all taxes
associated with the sale of Systems(s) and  sublicensing of software  hereunder,
exclusive  of taxes  based on  Philips'  income.  Any  such tax  Philips  may be
required to collect or pay upon the sale or delivery of Product(s) shall be paid
by  Licensee  and  such  sums  shall  be due and  payable  at net 30  days  from
Licensee's receipt of invoice. If claiming a sales tax exemption,  Licensee must
provide PSP with valid tax exemption certificates when applicable.

5. PSP  represents  and  promises  that the  prices  and  indemnity  obligations
provided or made available to Licensee  under this Agreement  during the term of
this  Agreement,  shall be as favorable as the prices and indemnity  obligations
provided or made available to any other  resellers and value added  resellers of
PSP, based on similar quantities of Products, similar purchase commitments,  and
under similar terms and conditions.

                                7. Late Payments

         With respect to any invoice or royalty  amount due PSP that is not paid
by its due date,  Licensee  shall pay PSP interest  from the due date to date of
payment  at the rate of one and  one-half  (1-1/2  %)  percent  per month on the
unpaid  balance  (or such lower rate as may be the  maximum  allowable  by law),
together with PSP' costs of collection (including reasonable attorney's fees).

                        8. Representation and Warranties

1. PSP  represents  and  warrants  that it has the  right to grant  the  license
granted to Licensee  herein.  PSP shall  indemnify  and hold  Licensee  harmless
against  any and all  costs,  claims,  damages,  expenses,  losses  and  demands
(including reasonable attorneys fees) incurred, at Licensee's written request or
authorization,  by or against  Licensee as a result of or in connection with any
third  party  claim  made or  alleged  that  the  Licensed  Technology  directly
infringes  any existing  patent,  copyright,  trade  secret,  trademark or other
intellectual  property  ("IP")  rights of any  third  party,  recognized  in any
jurisdiction  where an Licensee may lawfully use Licensed  Technology  furnished
hereunder,  or if by reason of the use, in accordance with PSP's specifications,
in any such jurisdiction of any

                                        7



<PAGE>



Licensed  Technology  furnished by Supplier to an Licensee under this Agreement,
conditioned on the following:

     (A) That PSP is  notified  promptly in writing by Licensee of any notice of
     such claims; and

     (B) That PSP has the sole  control of the defense of any action,  including
     appeals,  on  such  claim  and  all  negotiations  for  its  settlement  or
     compromise.

     (C) That the Licensee fully cooperates,  at PSPs cost, with PSP in relation
     to the defense or settlement of the claim.

However, in no event shall PSP be liable for Licensee's consequential damages.

2.  Should  the  Licensed  Technology  be held in a final  judgment,  or in PSP'
opinion be likely to be held, to infringe a third party's IP rights,  PSP shall,
at its option and expense,  (i) procure for Licensee the right to continue using
the  Licensed  Technology,  (ii)  replace  or modify the same so that it becomes
noninfringing  but still provides  substantially  the same  functionality as the
Licensed  Technology  provided prior to replacement  or  modification,  or (iii)
withdraw  the  Licensed  Technology  and  refund  to  Licensee  all fees paid by
Licensee under this Agreement. In no event, however, shall PSP's liability under
this Section 11 exceed the greater of Two Million Dollars ($2,000,000.00) or the
amount(s) paid Licensee to PSP under this Agreement.

3. Notwithstanding the foregoing,  PSP will have no liability to Licensee or its
customers with respect to any claim of patent,  copyright or other  intellectual
property  infringement  that is based upon a claim that an  application in which
Licensed  Technology  is used  infringes  the  intellectual  property  rights of
another  person or entity.  However,  this  section  shall not be  construed  as
exempting PSP from liability for any claim of infringement of any third party EP
right to the extent such claim of  infringement  is based on the  combination of
the  Licensed  Technology  on an  industry  standard  PC or server  (such as the
hardware listed in Exhibit B).

4. PSP will have no liability for any claim of  infringement  of any third party
IP right that arises as a result of (a) use of Licensed  Technology  by Licensee
or any  sublicensee  of Licensee in connection or  combination  with software or
hardware not provided by PSP, where the claim arises from the  combination  with
the other  software or hardware with which Licensed  Technology is combined,  or
(b) modification of Licensed Technology by Licensee or (c) the use, reproduction
or  distribution  of the Licensed  Technology by Licensee after the date ("Claim
Date")  that  either  Licensee  Receives  written  notice  from PSP that PSP has
received a claim or demand  alleging that the Licensed  Technology is infringing
or  Licensee  receives  a claim  or  demand  that  the  Licensed  Technology  is
infringing, provided, in either case, that PSP first informs Licensee in writing
that the Licensed Technology is likely to be held to infringe a third party's IP
rights  and that PSP then  exercises  one of the  three  options  listed  in the
preceding  paragraph  11.02.  However,  this  section  shall not be construed as
exempting PSP from liability for any claim of infringement of any third party IP
right to the extent such claim of  infringement  is based on the  combination of
the  Licensed  Technology  on an  industry  standard  PC or server  (such as the
hardware  listed  in  Exhibit  B).  In the  event  that a  third-party  claim of
infringement is asserted against a trademark, PSP may instruct Licensee to use a
different trademark or cease using the infringing trademark. Notwithstanding the
foregoing to the contrary,

                                        8



<PAGE>



PSP  shall  not be  obliged  to defend  against  and  shall  not be  liable  for
infringement of any third party's IP Rights arising from and based on Licensee's
modification the Licensed Technology.

5. Both parties  hereto  represent and warrant that they have the right to enter
into this  Agreement and that no obligation of either of them to the other is in
breach of any known duty to any third party.

6. FOR A PERIOD OF NINETY (90),  THE  LICENSED  TECHNOLOGY  SHALL  SUBSTANTIALLY
COMPLY  WITH  THE   SPECIFICATIONS.   IF  THE  LICENSED   TECHNOLOGY   DOES  NOT
SUBSTANTIALLY CONFORM TO THE SPECIFICATIONS, LICENSEE SHALL PROMPTLY NOTIFY PSP.
PSP SHALL USE REASONABLE  COMMERCIAL  EFFORTS TO PROMPTLY REPLACE OR CORRECT THE
NON  CONFORMITY.  THE  FOREGOING  WARRANTY  IS INLIEU  OF ANY OTHER  WARRANTIES,
EXPRESS OR IMPLIED AND PSP DISCLAIMS ALL OTHER  WARRANTIES,  EXPRESS OR IMPLIED,
INCLUDING   WITHOUT   LIMITATION   ANY  IMPLIED   WARRANTIES  OF   INFRINGEMENT,
MERCHANTABILITY  OR  FITNESS  FOR A  PARTICULAR  PURPOSE.  NO  ORAL  OR  WRITTEN
INFORMATION  OR  ADVICE  GIVEN  BY PSP  SHALL  CREATE A  WARRANTY  OR IN ANY WAY
INCREASE THE SCOPE OF THIS WARRANTY.

7. Each party shall defend, hold harmless, and indemnify the other party and its
customers against any and all claims, expenses (including attorney's fees), loss
or  liability  for injury to or death of any  persons  (including  employees  or
agents), and loss of or damage to property (including property owned, leased, or
borrowed by the third party or its  customers),  incurred during the performance
of this Agreement, and caused by the negligence or intentional misconduct of the
first party, its subcontractors,  employees,  agents, or customers.  In no event
shall either party be liable for the other party's consequential damages.

8. Except to the extent provided  below,  PSP shall not be obliged to indemnify,
save and hold harmless  Licensee and shall not be liable for infringement of any
third party's  intellectual  property rights to the extent that such third party
is awarded  by a court of  competent  jurisdiction  damages  with  regard to the
Licensed  Technology  supplied  hereunder in the form a Use-Based Royalty and to
the extent that such awarded  Use-Based  Royalty could not be avoided,  in PSP's
opinion,  by PSP reasonably and good faith exercising one or more of the options
provided to PSP in Section 11.02. For the purposes of this section, a "Use-Based
Royalty" is a royalty or lost  profits  award  based on the use of the  Licensed
Technology  as opposed to and award based on a percentage  or portion of the Per
Unit Price. PSP warrants and undertakes that to the best of its knowledge, as of
the  Effective  Date,  no third  party has  claimed  that it is  entitled to the
payment Use-Based  Royalties with regard to the Lcensed  Technology.  If a third
party makes any claim that it is entitled to the payment of Use- Based Royalties
with regard to the Licensed  Technology  and/or  refuses to grant PSP a license,
under reasonable terms and conditions,  for the intellectual  property rights to
which the claim relates, then (a) PSP agrees to use all commercially  reasonable
efforts  to defend any such  claims at its own cost;  and (b) PSP agrees to keep
Licensee fully informed of any such claims. If, in PSP opinion,  it is unable to
defend such claim,  and Licensee  incurs any liability to such third party based
on  Use-Based  Royalties  with  regard  to the  Licensed  Technology,  PSP shall
promptly  pay Licensee an amount  equal to a payment  based on a  percentage  or
portion (to be mutually agreed upon by the parties) of the Per

                                        9



<PAGE>



Unit Price  times the  quantity of Licensed  Technologys  for which  Licensee is
required to pay the aforementioned Use-Based Royalties.

9. Licensed Technology is warranted to be Year 2000 Compliant,  meaning that the
functionality  and the performance of the products are not materially  adversely
affected by dates prior to,  during and after the year 2000,  provided  they are
used (i) in accordance with the applicable specifications and user instructions;
and (ii) as originally  delivered,  unmodified  (unless in  accordance  with PSP
release  procedures  and/or  instructions),  and have not  been  tampered  with.
Evaluation  and  verification  of operation of the product in  conjunction  with
other products are Licensee's own responsibility.

10. If it is  demonstrated  nevertheless  by no later than three months from the
delivery of the Licensed  Technology  that the Licensed  Technology is not fully
Year 2000 Compliant,  Licensee's sole and exclusive  remedy,  and PSP's sole and
exclusive  obligation,  at PSP's sole discretion will be, (a) to  repair/correct
free of charge such  product  (or part  thereof),  or if this is not  reasonably
achievable  (b) to offer the Licensee a  replacement  product (or part  thereof)
that is Year  2000  Compliant,  in  accordance  with  PPS's  standard  terms and
conditions applicable to replacing the product. In case (a) applies,  Compliance
will be achieved by means of a fix,  update or upgrade,  provided  the  Licensee
reasonably cooperates at no cost to PSP.

11. This warranty is in lieu of any and all other warranties, whether express or
implied, statutory or otherwise,  including, without limitation, any warranty of
merchantability  or  fitness  for  a  particular  purpose  related  directly  or
indirectly  to Year 2000  compliance,  which are hereby  excluded,  and does not
imply that the products will always work without  interruption  or will be error
free.

12. The  foregoing  states the entire  liability of PSP in  connection  with the
infringement  of IP rights  owned or  controlled  by third  parties  by  product
supplied as such by PSP  hereunder and except as stated  hereinabove,  PSP shall
not be  liable  for any loss or  damage of any kind  whatsoever,  including  any
incidental,  indirect, special or consequential damages, suffered or incurred by
Licensee,  its mediate or immediate  licensees or any other person in respect of
or in connection with the infringement of any third party intellectual  property
rights.

                                 9. Termination

1. If Licensee  fails to pay any amount due hereunder  when due and such failure
is not cured  within  thirty (30) days of receiving  written  notice from PSP of
such  failure,  PSP will have the right to  terminate  this  Agreement by giving
written notice of termination to Licensee.

2. If either party fails to fulfill any other material obligations or conditions
hereof,  or  commits  any other  breach or is in  default  in any other way with
regard to any of the provisions of this Agreement,  and such failure, breach, or
default is not cured within thirty (30) days of written notice to the defaulting
party by the other party  specifying  the nature of the default,  the  aggrieved
party will have the right to terminate  this  Agreement by giving written notice
of  termination  to  the  defaulting  party,   whereupon  this  Agreement  shall
automatically terminate on the 30th day after such termination

                                       10



<PAGE>



notice is given.  Either  party has the right to cure any such default up to but
not after receiving notice of termination.


3. In the event that under the laws of the United  States either party files for
bankruptcy or is deemed  insolvent or is obliged to cease to trade or to wind up
its affairs and go into liquidation, or seeks protection from its creditors or a
rearrangement of its obligations by legal process, or otherwise,  or a committee
of  creditors  is  appointed,  or any  similar  proceeding  is had or  commenced
pursuant to the laws of any  jurisdiction or otherwise,  the other party will be
entitled to give written notice  terminating  this Agreement  forthwith  without
prejudice  to any  rights  of  either  Licensee  or PSP that  may  have  accrued
hereunder at or as of the date of such termination.

4. Termination of this Agreement for any cause will not be construed as a waiver
in respect of either party of any of its rights,  claims  (including  claims for
damages)  or  obligations  that have  accrued  up to and  including  the date of
termination,  including  Licensee's  obligation  of paying any royalties or sums
accrued to PSP.

5. Upon  termination or expiration of this Agreement,  Licensee agrees to return
to PSP within  fifteen (15) days of  termination or expiration of the Agreement,
at its own expense,  all PSP  proprietary  information  relating to the Licensed
Technology  that is not required to support  Licensees  licenses in the Licensed
Technology.  All  sublicenses  of  Licensed  Technology  granted to End Users by
Licensee in accordance  with the terms and  conditions of this  Agreement  shall
survive  and  continue  in  full  force  and  effect  upon  termination  of this
Agreement.  Philips  shall  be  considered  a third  party  beneficiary  of such
sublicenses  and shall have all the rights and remedies of Licensee in enforcing
such sublicenses.

                         10. Governing Law; Construction

THIS  AGREEMENT IS EXECUTED IN THE STATE OF TEXAS AND IT IS EXPRESSLY  AGREED BY
THE PARTIES  HERETO THAT IT SHALL BE  CONSTRUED  AND  GOVERNED BY, AND THE LEGAL
RELATIONSHIPS BETWEEN THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF TEXAS,  EXCEPT THAT ANY  CONFLICTS  OF LAWS RULES OR 11
PRINCIPLES  OF THE  STATE OF TEXAS  THAT  WOULD  REQUIRE  REFERENCE  TO  ANOTHER
JURISDICTION  SHALL BE  DISREGARDED.  EXCLUSIVE VENUE AND  JURISDICTION  FOR ANY
DISPUTE ARISING HEREUNDER SHALL BE IN DALLAS COUNTY, TEXAS.

                           11. Independent Contractors

         No agency,  employment,  joint venture or partnership is hereby created
by the parties to this Agreement.  No representation may be made by either party
that would create an apparent agency, employment,  joint venture, or partnership
with the  other.  Neither  party has the  authority  to act for the other in any
manner or to create  obligations  or debts that would be binding  upon the other
nor is either party responsible for any obligations whatsoever of the other. The
only relationship between the parties hereto is that of independent contractors.

                                       11



<PAGE>



                             12. Dispute Resolutions

         SUBJECT TO THE PROVISIONS HEREOF, IN THE EVENT OF ANY DISPUTE REGARDING
THE  INTERPRETATION  OF,  PERFORMANCE  UNDER OR BREACH OF THIS  AGREEMENT,  SUCH
DISPUTE MAY, BY AGREEMENT OF THE PARTIES, BE SETTLED BY NON-BINDING MEDIATION OR
BINDING  ARBITRATION  BEFORE THE  AMERICAN  ARBITRATION  ASSOCIATION  ("AAA") IN
ACCORDANCE WITH ITS COMMERCIAL  RULES IN DALLAS,  TEXAS. THE PREVAILING PARTY IN
ARBITRATION  OR  LITIGATION  SHALL BE ENTITLED TO FEES FOR  ATTORNEYS AND EXPERT
WITNESSES AND OTHER COSTS INCURRED IN CONNECTION THEREWITH.

                                13. Force Majeure

1. No party hereto will be liable for delay or default in performing  hereunder,
other than a delay or default in  payment  of  monies,  if such  performance  is
delayed or prevented by a Force Majeure Condition.

2. If a Force Majeure Condition  occurs,  the party delayed or unable to perform
shall  give  prompt  notice of such  occurrence  to the other  party.  The party
affected by the other party's  inability to perform may,  after sixty (60) days,
elect to either terminate this Agreement or continue performance with the option
of  extending  the term of the  Agreement  up to the  length  of time the  Force
Majeure Condition  endures.  The party  experiencing the Force Majeure Condition
must inform the other party in writing when such a condition ceases to exist.

3.  Notwithstanding  anything  contained in this Agreement to the contrary,  the
obligations  of the  parties  hereto are subject to all laws,  both  present and
future, of any government having  jurisdiction over the parties hereto and their
business  operations  related to this  Agreement,  and to  orders,  regulations,
directions  or requests of any such  government,  or any  department,  agency or
corporation  thereof, and the parties hereto will be excused from any failure to
perform any  obligation  hereunder  to the extent such  failure is caused by any
such law, order, regulation, direction or contingency.

                                   14. Notice

         All notices  required or  permitted to be given  hereunder  shall be in
writing  and will be valid  and  sufficient  if  dispatched  either  (i) by hand
delivery, (ii) by telex, cable or facsimile transceiver,  with confirming letter
mailed  promptly  thereafter  in  accordance  with clause (iv) hereof,  (iii) by
reputable  overnight express courier or (iv) by certified mail, postage prepaid,
return receipt requested,  deposited in any post office in the United States, in
any case,  addressed to the addresses  set forth on the  signature  page of this
Agreement,  or such other  addresses as may be provided from time to time in the
manner set forth above.  When sent by cable or facsimile as  aforesaid,  notices
given as herein  provided  will be  considered  to have been  received when sent
during normal business hours; otherwise, notices will be considered to have been
received only upon delivery or attempted delivery during normal business hours.

                                       12



<PAGE>



                               15. Sole Agreement

1. This Agreement  represents the full and complete  understanding and agreement
between PSP and Licensee,  and supersedes and cancels any prior agreements among
the parties or their  predecessors,  relating  to the  Licensed  Technology.  In
entering  this   Agreement,   neither  party  relied  on  any   representations,
provisions,  or  warranties  of the other party or its employees or agents other
than those set forth in this  Agreement.  This  Agreement may not be modified or
amended  except  by a  writing  that  states  that  it is an  amendment  to this
Agreement and that is signed by duly authorized representative of the parties.

2. If any provision of this Agreement is found to be illegal,  unenforceable  or
void, then both parties will be relieved of all  obligations  arising under such
provision, but only to the extent that such provision is illegal,  unenforceable
or void,  it being the intent and  agreement of the parties that this  Agreement
shall be deemed amended by modifying  such provision to the extent  necessary to
make it legal and  enforceable  while  preserving  its intent or, if that is not
possible,  by substituting  another  provision that is legal and enforceable and
achieves the same objective.  If the remainder of this Agreement is not affected
by such declaration or finding and is capable of substantial  performance,  then
each provision not so affected shall be enforced to the extent permitted by law.

                               16. No Delay Waiver

         No delay on the part of the parties  hereto in exercising  any power or
right hereunder will operate as a waiver thereof, nor will any single or partial
exercise  of any power or right  hereunder  preclude  other or further  exercise
thereof or the exercise of any other power or right.

                               17. Non-Assignment

         This Agreement,  and all rights and obligations hereunder, are personal
as to the parties hereto and may not be assigned, in whole or in part, by any of
the parties to any other person,  firm or corporation  without the prior written
consent thereto by the other party hereto, which consent may not be unreasonably
withheld;  except that either  party may freely  assign any or all of its rights
and obligations  hereunder to any affiliate or in conjunction with a merger or a
sale of substantially all of the party's assets or business. An affiliate is (a)
a company that owns all or  substantially  all of the  outstanding  stock of the
company so assigning,  (b) a company all or substantially  all of whose stock is
owned by the company so assigning,  or (c) a company under common ownership with
the company so assigning. Such assignee company will thereupon be free to assign
the rights and  obligations  under this  Agreement to any other  affiliate.  Any
assignment  contrary to the terms  hereof shall be null and void and of no force
or effect.

                            18. Liability Limitations

1. Except as  specifically  provided in this  Agreement,  neither party or their
respective officers, directors, employees and agents will be liable to the other
for any incidental, indirect, special or

                                       13



<PAGE>



consequential  damages  such as,  but not  limited  to,  exemplary  or  punitive
damages, even if such party has been advised of the possibility of such damages.

2.  Except  for PSP's  indemnity  obligations  contained  in  section 11 of this
Agreement,  in no event  shall  either  party  have  any  liability  under  this
Agreement including but not limited to direct or indirect damages of any kind or
nature in the  aggregate,  in excess of the  payments  actually  received by PSP
under this Agreement,  whether arising by contract,  tort,  strict  liability or
otherwise.

                                19. Miscellaneous

1. This  Agreement will be binding upon and will inure to the benefit of PSP and
Licensee, their assigns and successors in interest.

2. The  subject  headings  of this  Agreement  are  included  for the purpose of
convenience only and will not affect the construction or  interpretation  of its
provisions.

3.  This  Agreement  may  be  executed   simultaneously   in  any  one  or  more
counterparts,  each of which will be deemed an original and all of which,  taken
collectively, will constitute one agreement.

4. If any term or other  provision  of this  Agreement  is  invalid,  illegal or
incapable  of being  enforced  by any rule of law or  public  policy,  all other
conditions and provisions of this agreement  shall  nevertheless  remain in full
force and effect.

         IN  WITNESS  WHEREOF,  the  parties  have cause  this  Agreement  to be
executed as of the date first appearing on page one above.

PHILIPS SPEECH PROCESSING
NORTH AMERICA, A DIVISION
OF PHILIPS ELECTRONICS
NORTH AMERICA CORPORATION                  PREFERRED VOICE, INC.
("PSP")                                    ("LICENSEE")


By:                                        By:
    ----------------------------------         ---------------------------------

Name:                                      Name:
      --------------------------------           -------------------------------

Title:                                     Title:
       -------------------------------            ------------------------------

Address:          14140 Midway Road        Address:         6500 Greenville Ave.
                  Suite 100                                 Suite 570
                  Dallas, Texas 75244                       Dallas, Texas 75206

FAX:              (972) 726-1211           FAX:             (214)_______________



                                       14



<PAGE>

                                    EXHIBITS

Exhibit A         Licensed Technology

Exhibit B         Licensee's Products (Systems)

Exhibit C         License Fees

Exhibit D         Support Fee, including fee for additional  vocabularies and
                  charge for collecting new vocabularies

Exhibit E         Test Procedure

Exhibit F         Support Levels

Exhibit G         Marks

                                       15



<PAGE>



                                    Exhibit A
                                 SpeechPearl 99

The license for SpeechPearl 99, which is included in the Licensed Technology, is
for all  dialects  of the  currently  available  languages  at the  time of this
Agreement.

Features of SpeechPearl 99

Grammar-based  natural  language  understanding  "Learn Word"  function for name
dialing  applications  Dynamic  grammars to enable  on-line  application  update
Public rules to enable grammar reuse

Out-of-Vocabulary  rejection and confidence computation for improved recognition
performance  Grammar tags for easy recognition  result  evaluation N-best result
output to enable post-processing like database checks Multi-channel  recognition
for highest integration density Support of multiple input formats including PCM,
A-law,  mu-law  Language  resource  switching  for  outmost  flexibility  in the
applications  Utterance  logging for evaluation and data collections "C" API for
most flexible integration

The currently available languages are:

US English
French
German
Dutch
North American Spanish

The  SpeechPearl  99 software  and dongles are not to include  expiration  dates
embedded in the software.

SpeechPearl 99 is to be capable of 15,000 items per sub-vocabulary.

PSP and Licensee  agree to  participate  jointly in the  gathering of voices for
optimization of the recognizer in specific regions. PSP will pay any labor costs
or costs of a third  party to provide  the  voices.  Licensee  will  provide the
system to record the voices.

                                       16



<PAGE>



                                    Exhibit B
                                Licensee Systems

Typical Licensee's Systems will consist of the following:

Single or Dual Pentium II processors
Windows NT  Workstation  4.0 with service  pack 5 Operating  System
Dual 9.1 Gb, HDD, SCSI with RAID
24 or 48 port telephony interface

The actual platform may or may not be exactly as described here.

                                       17



<PAGE>



                                    Exhibit C
                           Royalties and License Fees

In consideration of the terms of the Agreement, the price for SpeechPearl 99 (as
described in Exhibit A) is $1,100 per Recognizer.

As an example,  the typical 24 port system will employ six recognizer units at a
license fee of $6,000.

An additional  1,000 items per directory  above the 15,000 provided in Exhibit A
shall be made available to Licensee at a 40% discount from PSP list prices.



                                       18



<PAGE>


                                    Exhibit D
                                  Support Fees

Normal  charges for  maintenance/support  are 20% per  licensed  Recognizer  per
annum.  In  consideration  of  the  terms  of the  Agreement,  the  charges  for
maintenance  and  support  shall be 10% per  licensed  Recognizer,  and shall be
invoiced by PSP to Licensee quarterly, based upon purchases during the preceding
quarter. The maximum annual charge for support shall not exceed $100,000.

The charges for  maintenance  and support for a new release of SpeechPearl  will
not be invoiced  until the new release of  SpeechPearl  is a general  commercial
released product from PSP.

Maintenance/support  services  provides  Technological  Improvements,  telephone
support and maintenance services for Licensed Technology.



                                       19



<PAGE>



                                    Exhibit E
                                 Test Procedure

PSP will provide a test  procedure  prior to February 15, 2000. PSP and Licensee
will mutually agree on a test procedure prior to the Beta Test.

                                       20



<PAGE>



                                    Exhibit F
                                 Support Levels

The following Support Levels definitions will apply to this Agreement.

         Level 1 Service  shall mean the  service  provided  in  response to the
initial  phone call placed by a customer or  distributor  which  identifies  and
documents an error in the Licensed  Technology.  This  includes  problem  source
identification assistance,  problem analysis,  problem resolution,  installation
planning information and preventive and corrective service information.

         Level 2 Service shall mean the service provided to analyze or reproduce
the error to determine that the error is not reproducible. This includes problem
recreation and in-depth technical analysis.

         Level 3 Service  is the  service  provided  to  isolate  the error to a
component  level of the  Product.  An  attempt is to be made to provide an error
correction or circumvention or notification  that no correction or circumvention
is available.

                                       21



<PAGE>


                                    Exhibit G
                                      Marks

                                       22