Third Amended & Restated 1999 Stock Option Plan

 EXHIBIT 4.3
 ONE VOICE TECHNOLOGIES, INC.
 THIRD AMENDED AND RESTATED
 1999 STOCK OPTION PLAN
             1.      PURPOSE. This Stock Option Plan (the
“Plan”) is intended to serve as an incentive to, and to encourage stock ownership by, certain eligible participants rendering services to One Voice Technologies, Inc., a Nevada corporation (the “Corporation”), and certain
affiliates as set forth below, so that they may acquire or increase their proprietary interest in the Corporation and to encourage them to remain in the service of the Corporation. The Plan is a restatement in the entirety of the Plan.

            2.      ADMINISTRATION.
                      2.1.      Committee. The Plan shall be administered by the Board of Directors of the Corporation (the “Board of Directors”) or a committee of two or more members appointed by the Board of Directors (the
“Committee”) who are Non-Employee Directors as defined in Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934 and outside directors as defined in Treasury Regulation § 1.162-27(e)(3). The Committee shall
select one of its members as Chairman and shall appoint a Secretary, who need not be a member of the Committee. The Committee shall hold meetings at such times and places as it may determine and minutes of such meetings shall be recorded. Acts by a
majority of the Committee in a meeting at which a quorum is present and acts approved in writing by a majority of the members of the Committee shall be valid acts of the Committee.
                      2.2.      Term. If the Board of Directors selects a Committee, the members of the Committee shall serve on the Committee for the period of time determined by the Board of Directors and shall be subject to removal by
the Board of Directors at any time. The Board of Directors may terminate the function of the Committee at any time and resume all powers and authority previously delegated to the Committee.
                      2.3.      Authority. The Committee shall have sole discretion and authority to grant options under the Plan to eligible participants rendering services to the Corporation or any “parent” or
“subsidiary” of the Corporation, as defined in Section 424 of the Internal Revenue Code of 1986, as amended (the “Code”) (“Parent or Subsidiary”), at such times, under such terms and in such amounts as it may decide.
For purposes of this Plan and any Stock Option Agreement (as defined below), the term “Corporation” shall include any Parent or Subsidiary, if applicable. Subject to the express provisions of the Plan, the Committee shall have complete
discretion and authority to interpret the Plan, to prescribe, amend and rescind the rules and regulations relating to the Plan, to determine the details and provisions of any Stock Option Agreement, to accelerate any options granted under the Plan
and to make all other determinations necessary or advisable for the administration of the Plan.
                      2.4.      Type of Option. The Committee shall have full authority and discretion to determine, and shall specify, whether the eligible individual will be granted options intended to qualify as incentive options
under Section 422 of the Code (“Incentive Options”) or options which are not intended to qualify under Section 422 of the Code (“Non-Qualified Options”); provided, however, that Incentive Options shall only be granted to
employees of the Corporation, or a Parent or Subsidiary thereof, and shall be subject to the special limitations set forth herein attributable to Incentive Options.
                      2.5.      Interpretation. The interpretation and construction by the Committee of any provisions of the Plan or of any option granted under the Plan shall be final and binding on all parties having an interest in
this Plan or any option granted hereunder. No member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any option granted under the Plan.
             3.      ELIGIBILITY.
                      3.1.     General. All directors, officers, employees of and consultants to the Corporation, or any Parent or Subsidiary, relative to the Corporation’s, or any Parent’s or
Subsidiaries’, management, operation or development shall be eligible to receive options under the Plan. The selection of recipients of options shall be within the sole and absolute discretion of the Committee. No person shall be granted an
option under this Plan unless such person has executed the grant representation letter set forth on Exhibit ”A,” as such Exhibit may be
  


 amended by the Committee from time to time and no person shall be granted an Incentive Option under this Plan unless such person is an employee of the
Corporation, or a Parent or Subsidiary, on the date of grant. No employee shall be granted more than 500,000 options in any one year period.
                      3.2.       Termination of Eligibility.
                                  3.2.1.
       If an optionee
ceases to be employed by the Corporation, or its Parent or Subsidiary, is no longer an officer or member of the Board of Directors of the Corporation or no longer performs services for the Corporation, or its Parent or Subsidiary for any reason
(other than for “cause,” as hereinafter defined, or such optionee’s death), any option granted hereunder to such optionee shall expire three months after the date of the occurrence giving rise to such termination of eligibility (or 1
year in the event an optionee is “disabled,” as defined in Section 22(e)(3) of the Code) or upon the date it expires by its terms, whichever is earlier. Any option that has not vested in the optionee as of the date of such termination
shall immediately expire and shall be null and void. The Committee shall, in its sole and absolute discretion, decide, utilizing the provisions set forth in Treasury Regulations § 1.421-7(h), whether an authorized leave of absence or absence
for military or governmental service, or absence for any other reason, shall constitute termination of eligibility for purposes of this Section.
                                  3.2.2.
      If an optionee
ceases to be employed by the Corporation, or its Parent or Subsidiary, is no longer an officer or member of the Board of Directors of the Corporation, or no longer performs services for the Corporation, or its Parent or Subsidiary and such
termination is as a result of “cause,” as hereinafter defined, then all options granted hereunder to such optionee shall expire on the date of the occurrence giving rise to such termination of eligibility or upon the date it expires by its
terms, whichever is earlier, and such optionee shall have no rights with respect to any unexercised options. For purposes of this Plan, “cause” shall mean an optionee’s personal dishonesty, misconduct, breach of fiduciary duty,
incompetence, intentional failure to perform stated obligations, willful violation of any law, rule, regulation or final cease and desist order, or any material breach of any provision of this Plan, any Stock Option Agreement or any employment
agreement. The Board of Directors shall have complete discretion and authority to determine whether the termination of the option is for cause.
                      3.3.       Death of Optionee and Transfer of Option. In the event an
optionee shall die, an option may be exercised (subject to the condition that no option shall be exercisable after its expiration and only to the extent that the optionee’s right to exercise such option had accrued at the time of the
optionee’s death) at any time within six months after the optionee’s death by the executors or administrators of the optionee or by any person or persons who shall have acquired the option directly from the optionee by bequest or
inheritance but not later than the expiration of the option by its terms. Any option that has not vested in the optionee as of the date of death or termination of employment, whichever is earlier, shall immediately expire and shall be null and void.
No option shall be transferable by the optionee other than by will or the laws of descent and distribution.
                      3.4.       Limitation on Incentive Options. No person shall be granted any
Incentive Option to the extent that the aggregate fair market value of the Stock (as defined below) to which such options are exercisable for the first time by the optionee during any calendar year (under all plans of the Corporation as determined
under Section 422(d) of the Code) exceeds $100,000.
             4.       IDENTIFICATION OF STOCK. The Stock, as defined herein,
subject to the options shall be shares of the Corporation’s authorized but unissued or acquired or reacquired common stock (the “Stock”). The aggregate number of shares subject to outstanding options shall not exceed 3,000,000 shares
of Stock (subject to adjustment as provided in Section 6). If any option granted hereunder shall expire or terminate for any reason without having been exercised in full, the unpurchased shares subject thereto shall again be available for purposes
of this Plan. Notwithstanding the above, at no time shall the total number of shares of Stock issuable upon exercise of all outstanding options and the total number of shares of Stock provided for under any stock bonus or similar plan of the
Corporation exceed 30% as calculated in accordance with the conditions and exclusions of § 260.140.45 of Title 10, California Code of Regulations, based on the shares of the issuer which are outstanding at the time the calculation is made.

             5.       TERMS AND CONDITIONS OF OPTIONS. Any option granted pursuant to
the Plan shall be evidenced by an agreement (“Stock Option Agreement”) in such form as the Committee shall from time to time determine, which agreement shall comply with and be subject to the following terms and conditions:

 


                      5.1.      Number of Shares. Each option shall state the number of shares of Stock to which it pertains.
                      5.2.      Option Exercise Price. Each option shall state the option exercise price, which shall be determined by the Committee; provided, however, that (i) the exercise price of any Incentive Option shall not be
less than the fair market value of the Stock, as determined by the Committee, on the date of grant of such option, (ii) the exercise price of any option granted to an employee who owns more than 10% of the total combined voting power of all classes
of the Corporation’s stock, as determined for purposes of Section 422 of the Code, shall not be less than 110% of the fair market value of the Stock, as determined by the Committee, on the date of grant of such option, and (iii) the exercise
price of any Non-Qualified Option shall not be less than 85% of the fair market value of the Stock, as determined by the Committee, on the date of grant of such option.
                      5.3.      Term of Option. The term of an option granted hereunder shall be determined by the Committee at the time of grant, but shall not exceed ten years from the date of the grant. The term of any Incentive
Option granted to an employee who owns more than 10% of the total combined voting power of all classes of the Corporation’s stock, as determined for purposes of Section 422 of the Code, shall in no event exceed five years from the date of
grant. All options shall be subject to early termination as set forth in this Plan. In no event shall any option be exercisable after the expiration of its term.
                      5.4.      Method of Exercise. An option shall be exercised by written notice to the Corporation by the optionee (or successor in the event of death) and execution by the optionee of an exercise representation letter
in the form set forth on Exhibit ”B,” as such Exhibit may be amended by the Committee from time to time. Such written notice shall state the number of shares with respect to which the option is being exercised and designate a time, during
normal business hours of the Corporation, for the delivery thereof (“Exercise Date”), which time shall be at least 30 days after the giving of such notice unless an earlier date shall have been mutually agreed upon. At the time specified
in the written notice, the Corporation shall deliver to the optionee at the principal office of the Corporation, or such other appropriate place as may be determined by the Committee, a certificate or certificates for such shares. Notwithstanding
the foregoing, the Corporation may postpone delivery of any certificate or certificates after notice of exercise for such reasonable period as may be required to comply with any applicable listing requirements of any securities exchange. In the
event an option shall be exercisable by any person other than the optionee, the required notice under this Section shall be accompanied by appropriate proof of the right of such person to exercise the option.
                      5.5.      Medium and Time of Payment. The option exercise price shall be payable in full on or before the option Exercise Date in any one of the following alternative forms:
                                  5.5.1.
      Full payment in cash or certified bank or cashier’s check;
                                  5.5.2.
      A Promissory Note (as defined below), in the discretion of the Committee;
                                  5.5.3.
      Full payment in shares of Stock or other securities of the Corporation having a fair market value on the Exercise Date in the amount equal to the option
exercise price;
                                  5.5.4.
      Through a special sale and remittance procedure pursuant to which the optionee shall concurrently provide irrevocable written instruction to (a) a
Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for
the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (b) the Corporation to deliver the certificates for the purchased shares directly
to such brokerage firm in order to complete the sale.
                                  5.5.5.
      A combination of the consideration set forth in Sections 5.5.1, 5.5.2, 5.5.3 and 5.5.4 equal to the option exercise price; or
  

 
  
  


                                  5.5.6.
      Any other method of payment complying with the provisions of Section 422 of the Code with respect to Incentive Options, provided the terms of payment are
established by the Committee at the time of grant, and any other method of payment established by the Committee with respect to Non-Qualified Options.
                      5.6.      Fair Market Value. The fair market value of a share of Stock on any relevant date shall be determined in accordance with the following provisions: 
                                 
 5.6.1       If the Stock is not at the time is neither listed nor admitted to trading on any stock exchange nor traded in the over-the-counter market, then the fair market value shall be determined by the Committee after taking into account the factors
found in § 260.140.50 of Title 10, California Code of Regulations and such other factors as the Committee shall deem appropriate.
                                  5.6.2.
      If the Stock is not at the time listed or admitted to trading on any stock exchange but is traded in the over-the-counter market, the fair market value shall
be the mean between the highest bid and lowest asked prices (or, if such information is available, the closing selling price) of one share of Stock on the date in question in the over-the-counter market, as such prices are reported by the National
Association of Securities Dealers through its NASDAQ system or any successor system. If there are no reported bid and asked prices (or closing selling price) for the Stock on the date in question, then the mean between the highest bid price and
lowest asked price (or the closing selling price) on the last preceding date for which such quotations exist shall be determinative of fair market value.
                                  5.6.3.
      If the Stock is at the time listed or admitted to trading on any stock exchange, then the fair market value shall be the closing selling price of one share of
Stock on the date in question on the stock exchange determined by the Committee to be the primary market for the Stock, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no closing selling price
for the Stock on such exchange on the date in question, then the fair market value shall be the closing selling price on the exchange on the last preceding date for which such quotation exists.
                      5.7.      Promissory Note. Subject to the requirements of applicable state or Federal law or margin requirements, payment of all or part of the purchase price of the Stock may be made by delivery of a full recourse
promissory note (“Promissory Note”). The Promissory Note shall be executed by the optionee, made payable to the Corporation and bear interest at such rate as the Committee shall determine, but in no case less than the minimum rate which
will not cause under the Code (i) interest to be imputed, (ii) original issue discount to exist, or (iii) any other similar results to occur. Unless otherwise determined by the Committee, interest on the Note shall be payable in quarterly
installments on March 31, June 30, September 30 and December 31 of each year. A Promissory Note shall contain such other terms and conditions as may be determined by the Committee; provided, however, that the full principal amount of the Promissory
Note and all unpaid interest accrued thereon shall be due not later than five years from the date of exercise. The Corporation may obtain from the optionee a security interest in all shares of Stock issued to the optionee under the Plan for the
purpose of securing payment under the Promissory Note and shall retain possession of the stock certificates representing such shares in order to perfect its security interest.
                      5.8.      Rights as a Shareholder. An optionee or successor shall have no rights as a shareholder with respect to any Stock underlying any option until the date of the issuance to such optionee of a certificate for
such Stock. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such Stock certificate is issued, except
as provided in Section 6.
                      5.9.      Modification, Extension and Renewal of Options. Subject to the terms and conditions of the Plan, the Committee may modify, extend or renew outstanding options granted under the Plan, or accept the
surrender of outstanding options (to the extent not exercised) and authorize the granting of new options in substitution therefor.
                      5.10     Vesting and Restrictions.       The Committee shall have
complete authority and discretion to set the terms, conditions, restrictions, vesting schedules and other provisions of any option in the applicable Stock
  
  


 Option Agreement and shall have complete authority to require conditions and restrictions on any Stock issued pursuant to this Plan; provided, however, that
except with respect to options granted to officers or directors of the Corporation, options granted pursuant to this Plan shall be exercisable or “vest” at the rate of at least 20% per year over the 5-year period beginning on the date the
option is granted. Options granted to officers and directors shall become exercisable or “vest,” subject to the condition of continued employment and/or continued service on the Board of Directors, as appropriate. The maximum vesting
period for options granted to officers or directors will be five years from the date of grant.
                      5.11.    Other Provisions. The Stock Option Agreements shall contain such other provisions, including without limitation, restrictions or conditions upon the exercise of options, as the Committee shall deem
advisable. 
             6.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
                      6.1.      Subdivision or Consolidation. Subject to any required action by shareholders of the Corporation, the number of shares of Stock covered by each outstanding option, and the exercise price thereof, shall be
proportionately adjusted for any increase or decrease in the number of issued shares of Stock of the Corporation resulting from a subdivision or consolidation of shares, including, but not limited to, a stock split, reverse stock split,
recapitalization, continuation or reclassification, or the payment of a stock dividend (but only on the Stock) or any other increase or decrease in the number of such shares effected without receipt of consideration by the Corporation. Any fraction
of a share subject to option that would otherwise result from an adjustment pursuant to this Section shall be rounded downward to the next full number of shares without other compensation or consideration to the holder of such option.

                     6.2.      Capital Transactions. Upon a sale or exchange of all or substantially all of the assets of the Corporation, a merger or consolidation in which the Corporation is not the surviving corporation, a
merger, reorganization or consolidation in which the Corporation is the surviving corporation and shareholders of the Corporation exchange their stock for securities or property, a liquidation of the Corporation or similar transaction as determined
by the Committee (“Capital Transaction”), this Plan and each option issued under this Plan, whether vested or unvested, shall terminate, unless such options are assumed by a successor corporation in a merger or consolidation, immediately
prior to such Capital Transaction; provided, however, that unless the outstanding options are assumed by a successor corporation in a merger or consolidation, subject to terms approved by the Committee, all optionees will have the right, during the
15 days prior to such Capital Transaction, to exercise all vested options. The Corporation shall, subject to any applicable nondisclosure agreements binding the Corporation, attempt to provide optionees at least 15 days notice of the option
termination date under this Section 6.2. The Committee may (but shall not be obligated to) (i) accelerate the vesting of any option or (ii) apply the foregoing provisions, including but not limited to termination of this Plan and any options granted
pursuant to the Plan, in the event there is a sale of 51% or more of the stock of the Corporation in any two-year period or a transaction similar to a Capital Transaction.
                      6.3.      Adjustments. To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the Committee, whose determination in that respect shall be
final, binding and conclusive.
                      6.4.      Ability to Adjust. The grant of an option pursuant to the Plan shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its
capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets.
                      6.5.      Notice of Adjustment. Whenever the Corporation shall take any action resulting in any adjustment provided for in this Section, the Corporation shall forthwith deliver notice of such action to each
optionee, which notice shall set forth the number of shares subject to the option and the exercise price thereof resulting from such adjustment.
                      6.6.      Limitation on Adjustments. Any adjustment, assumption or substitution of an Incentive Option shall comply with Section 425 of the Code, if applicable.
  


             7.        NONASSIGNABILITY. Options granted under this Plan may not be sold, pledged, assigned or transferred in any manner other than by will or by the laws of descent and distribution, and may be exercised during
the lifetime of an optionee only by such optionee. Any transfer in violation of this Section shall void such option and any Stock Option Agreement entered into by the optionee and the Corporation regarding such transferred option shall be void and
have no further force or effect. No option shall be pledged or hypothecated in any way, nor shall any option be subject to execution, attachment or similar process.
             8.        NO RIGHT OF EMPLOYMENT.
Neither the grant nor exercise of any option nor anything in this Plan shall impose upon the Corporation or any other corporation any obligation to employ or continue to employ any optionee. The right of the Corporation and any other corporation to
terminate any employee shall not be diminished or affected because an option has been granted to such employee.
             9.        TERM OF PLAN. This Plan is
effective on the date the Plan is adopted by the Board of Directors and options may be granted pursuant to the Plan from time to time within a period of ten (10) years from such date, or the date of any required shareholder approval required under
the Plan, if earlier. Termination of the Plan shall not affect any option theretofore granted.
             10.      AMENDMENT OF THE PLAN. The Board of
Directors of the Corporation may, subject to any required shareholder approval, suspend, discontinue or terminate the Plan, or revise or amend it in any respect whatsoever with respect to any shares of Stock at that time not subject to
options.
             11.      APPLICATION OF FUNDS. The proceeds received by the Corporation from the sale of Stock pursuant to options may be used for general corporate purposes.
             12.      RESERVATION OF SHARES. The Corporation,
during the term of this Plan, shall at all times reserve and keep available such number of shares of Stock as shall be sufficient to satisfy the requirements of the Plan.
             13.      NO OBLIGATION TO EXERCISE OPTION. The
granting of an option shall not impose any obligation upon the optionee to exercise such option.
             14.      APPROVAL OF BOARD OF DIRECTORS AND
SHAREHOLDERS. The Plan shall not take effect until approved by the Board of Directors of the Corporation. This Plan shall be approved by a vote of the shareholders within 12 months from the date of approval by the Board of Directors. In the
event such shareholder vote is not obtained, all options granted hereunder, whether vested or unvested, shall be null and void. Further, any stock acquired pursuant to the exercise of any options under this Agreement may not count for purposes of
determining whether shareholder approval has been obtained.
             15.     
WITHHOLDING TAXES. Notwithstanding anything else to the contrary in this Plan or any Stock Option Agreement, the exercise of any option shall be conditioned upon payment by such
optionee in cash, or other provisions satisfactory to the Committee, of all local, state, federal or other withholding taxes applicable, in the Committee’s judgment, to the exercise or to later disposition of shares acquired upon exercise of an
option.
             16.      PARACHUTE PAYMENTS. Any outstanding option under the Plan may not be accelerated to the extent any such acceleration of such option would, when added to the present value of other payments in the nature of
compensation which becomes due and payable to the optionee would result in the payment to such optionee of an excess parachute payment under Section 280G of the Code. The existence of any such excess parachute payment shall be determined in the sole
and absolute discretion of the Committee.
             17.      SECURITIES LAWS COMPLIANCE. Notwithstanding anything contained herein, the Corporation shall not be obligated to grant any option under this Plan or to sell, issue or effect any transfer of any Stock
unless such grant, sale, issuance or transfer is at such time effectively (i) registered or exempt from registration under the Securities Act of 1933, as amended (the “Act”), and (ii) qualified or exempt from qualification under the
California Corporate Securities Law of 1968 and any other applicable state securities laws. As a condition to exercise of any option, each optionee shall make such representations as may be deemed appropriate by counsel
  


 to the Corporation for the Corporation to use any available exemption from registration under the Act or registration or qualification under any applicable state
securities law.
             18.       RESTRICTIVE LEGENDS. The certificates representing the Stock
issued upon exercise of options granted pursuant to this Plan will bear any legends required by applicable securities laws as determined by the Committee.
             19.       NOTICES. Any notice to be given under the terms of the Plan shall be addressed to the Corporation in care of its Secretary at its principal
office, and any notice to be given to an optionee shall be addressed to such optionee at the address maintained by the Corporation for such person or at such other address as the optionee may specify in writing to the Corporation.

            20.       INFORMATION TO PARTICIPANTS. The Corporation shall make available
to all holders of options the information required pursuant to § 260.140.46 of the California Code of Regulations.
 [Remainder of page intentionally left blank.
Signature page follows.]
  
  
  
  
 
 

             As originally adopted by the Board of Directors as of July 14, 1999;
amended and restated on November 22, 2000; and further amended on January 4, 2001 and on October 2, 2001.

	 	ONE VOICE TECHNOLOGIES, INC.,
 a Nevada corporation
	 	 	 
	 	 	 
	 	By:	/s/ Dean Weber                         
	 	 	Dean Weber, President

  
 
 

 EXHIBIT ”A”
 ____________, 20__
  

One Voice Technologies, Inc.
 6333 Greenwich Drive, Suite 240
 San Diego, CA 92122
             Re: Third Amended and Restated 1999 Stock Option Plan
 To Whom It
May Concern:
             This letter is delivered to One Voice Technologies, Inc., a Nevada corporation (the
“Corporation”), in connection with the grant to (the “Optionee”) of an option (the “Option”) to purchase __________ shares of common stock of the Corporation (the “Stock”) pursuant to the Third Amended and
Restated One Voice Technologies, Inc. 1999 Stock Option Plan dated July 14, 1999, amended and restated on November 22, 2000, and further amended on January 4, 2001 and on October 2, 2001 (the “Plan”). The Optionee understands that the
Corporation’s receipt of this letter executed by the Optionee is a condition to the Corporation’s willingness to grant the Option to the Optionee.
             The Optionee acknowledges that the grant of the Option by the Corporation is in lieu of any and all other promises of the Corporation to the
Optionee, whether written or oral, express or implied, regarding the grant of options or other rights to acquire Stock. Accordingly, in anticipation of the grant of the Option, the Optionee hereby relinquishes all rights to such other rights, if
any, to acquire stock of the Corporation.
             In addition, the Optionee makes the following representations and
warranties with the understanding that the Corporation will rely upon them.
             1.        The Optionee acknowledges receipt of a copy of the Plan and Agreement. The Optionee
has carefully reviewed the Plan and Agreement.
             2.        The Optionee acknowledges receipt of a prospectus regarding the Plan which includes
the information required by Section (a)(1) of Rule 428 under the Securities Act of 1933.
             3.        The Optionee understands and acknowledges that the Option and
the Stock are subject to the terms and conditions of the Plan.
             4.        The Optionee understands and agrees that, at the time of
exercise of any part of the Option for Stock, the Optionee may be required to provide the Corporation with additional representations, warranties and/or covenants similar to those contained in this letter. 
             5.        The Optionee is a resident of the State of ____________________.
             6.        The Optionee will notify the Corporation immediately of any change in the above information which occurs before the Option is exercised in full by the
Optionee.
             The foregoing representations and warranties are given on __________________, 20__ at ___________
_________________.

	 	OPTIONEE:
	 	 
	 	______________________

 EXHIBIT ”A”


 EXHIBIT ”B”
 ____________, 20__
 One Voice Technologies, Inc.
 6333 Greenwich Drive, Suite 240
 San Diego, CA
92122
             Re:  Third Amended and Restated 1999 Stock Option Plan
 To Whom It May Concern:
 I (the “Optionee”) hereby exercise my right to purchase shares of common stock (the “Stock”) of One
Voice Technologies, Inc., a Nevada corporation (the “Corporation”), pursuant to the Third Amended and Restated One Voice Technologies, Inc. 1999 Stock Option Plan dated July 14, 1999, amended and restated on November 22, 2000, and further
amended on January 4, 2001 and on October 2, 2001 (the “Plan”), and the Stock Option Agreement (the “Agreement”) dated ______________, 20__. As provided in such Plan, I deliver herewith payment as set forth in the Plan in the
amount of the aggregate option exercise price. Please deliver to me at my address as set forth above stock certificates representing the subject shares registered in my name (and  (spouse) , as  (style of vesting) ).

            The Optionee hereby represents as follows:
             1.         The Optionee acknowledges
receipt of a copy of the Plan and Agreement. The Optionee has carefully reviewed the Plan and Agreement.
             2.         The Optionee is a resident
of the State of ____________________.
             3.         The Optionee represents and agrees that if the Optionee is an “affiliate” (as defined in Rule 144 under the Securities Act of 1933) of the Corporation at the time the Optionee desires to sell
any of the Stock, the Optionee will be subject to certain restrictions under, and will comply with all of the requirements of, applicable federal and state securities laws.
             The foregoing representations and warranties are given on __________________, 20__ at ___________ _________________.

	 	OPTIONEE:
	 	 
	 	______________________

 EXHIBIT ”B”