PREFERRED VOICE, INC.

                                 2000 STOCK PLAN

                           FOR INCENTIVE STOCK OPTIONS

                         AND OTHER EQUITY PARTICIPATION

         1. Purpose.  The purpose of the 2000 Stock Plan for Incentive and Other
Stock  Options and Other  Equity  Participation  (the  "Plan") is to attract key
employees,  consultants,  and other  participants  to the Company and to provide
such persons with a proprietary  interest in the Company through the granting of
equity interests which will:

               a)   increase the interest of the  participants  in the Company's
                    welfare;

               b)   furnish an incentive to the  participants  to continue their
                    services for the Company; and

               c)   provide a means  through  which the Company may attract able
                    persons to enter its employ.

         2. Intent to Qualify. It is the Company's intention that certain of the
options  granted  under this Plan  qualify for Federal  Income Tax  treatment as
"incentive  stock  options"  under Section 422A of the Internal  Revenue Code of
l986, as amended. To the extent that any provision of this Plan would disqualify
all options  granted under this Plan from being  incentive  stock options,  then
such  provision is an error and the Plan shall be construed as if not containing
that particular provision and enforced accordingly.

         3. Administration.  The Board of Directors will administer the Plan, or
in its discretion,  the Board of Directors may form a Stock Option  Committee to
administer the Plan. As used in this Plan, the term  "committee"  shall refer to
the body  charged  with  administering  the Plan,  whether  that is the Board of
Directors as a whole or the Stock Option Committee.

         4. Participants.  All employees of the Company and its subsidiaries, if
any, are eligible to receive  incentive  stock  options.  Consultants  and other
participants  who render services to the Company and its  subsidiaries,  if any,
may  receive   non-incentive  stock  options  under  the  Plan.  All  employees,
consultants  and other  participants  who render  services  to the  Company  are
eligible to receive the other  equity  provided  under the Plan.  The  Committee
shall, from time to time, select the particular employee,  consultant,  or other
participant  to whom options are to be granted,  and who will,  upon such grant,
become participants in the Plan.

         5. Types of Benefits. Benefits under the Plan may be granted in any one
or a  combination  of (a)  Stock  Purchase  Agreements,  (b) Stock  Awards,  (c)
Incentive  Stock  Options,   (d)  Non-qualified  Stock  Options  and  (e)  Stock
Appreciation Rights, all as described below.

         6. Stock Ownership Limitation. No incentive option may be granted to an
employee  who owns  more  than 10% of the  total  combined  voting  power of all
classes of stock of the Company or its Parent or any of its  Subsidiaries.  This
limitation  will not  apply  if the  option  price is at least  110% of the fair
market  value of the stock at the time the option is  granted  and the option is
not exercisable more than five (5) years from the date it is granted.

         7. Stock  Reserved  Under Plan.  There is hereby  reserved for issuance
under the Plan an aggregate of 2,000,000  shares of Common  Stock.  Shares to be
optioned  and sold may be made  available  from either  authorized  but unissued
Common Stock or Common Stock held by the Company in its treasury. Shares that by
reason of the  expiration  of an option or  otherwise  are no longer  subject to
purchase  pursuant to an option  granted under the Plan may be re-offered  under
the Plan.

         8. Limitation on Amount. The aggregate fair market value (determined at
the time the  option is  granted)  of the  Common  Stock  with  respect to which
incentive options are exercisable for the first time by a participant during any
calendar  year  (under all  incentive  stock  option  plans of the  Company  and
Subsidiaries)  shall not exceed One Hundred Thousand Dollars  ($l00,000) (or any
greater  amount  as may be  permitted  for  incentive  stock  options  under the
Internal Revenue Code as it may be amended from time to time).

         9.  Allotment of Shares.  The Committee  shall  determine the number of
shares of Common  Stock to be  offered  from time to time by grant of options to
participants  under the Plan. The grant of an option to a participant  shall not
be deemed either to entitle the participant to, or to disqualify the participant
from, participation in any other grant of options under the Plan.

         10. Grant of Options.  The Committee  shall grant all options under the
Plan.  The grant of options  shall be evidenced by 2000 Stock Option  Agreements
containing  such terms and provisions as are approved by the Committee,  but not
inconsistent with the Plan, including provisions that may be necessary to assure
that any  incentive  option is an  incentive  stock  option  under the  Internal
Revenue  Code.  Each  incentive  option  agreement  shall  specify that it is an
incentive  option,  and  each  other  option  agreement  shall  specify  it is a
non-qualified  option.  The  other  provision  of Stock  Option  Agreements  may
include, without limitation, provisions for repurchase of shares issued pursuant
to  exercise  of option or  agreements  regarding  offsets  of  liabilities  and
obligation  to the  Company.  The Company  shall  execute such l994 Stock Option
Agreements upon instructions from the Committee.  The Plan shall be submitted to
the  Company's  stockholders  for  approval;  however,  the  Committee may grant
options under the Plan prior to the time of stockholder approval.

         11. Option  Price.  The option price shall not be less than l00% of the
fair  market  value  per  share of the  Common  Stock on the date the  option is
granted. The Committee shall determine the fair market value of the Common Stock
on the date of grant,  and shall set  forth the  determination  in its  minutes,
using any reasonable valuation method.

         12.  Option  Period.  The Option Period will begin and terminate on the
respective  dates  specified by the Committee,  but may not terminate later than
ten (l0) years from the date the option is granted.  The  Committee  may provide
for the exercise of options in installments and upon such terms,  conditions and
restrictions  as it may determine.  The Committee may provide for termination of
the Option Period in the case of  termination of employment or any other reason.
In the event of a  disability  or other  circumstance  beyond the  control of an
option holder which prevents the option holder from  performing  services to the
Company, it shall be presumed that there is an interruption in his employment or
services  unless the  Committee  affirmatively  determines  in writing that such
disability  does not  constitute  interruption  or  employment  or service.  The
Committee may accelerate the vesting of some or all of the options granted under
the Plan in the event of an involuntary termination of an option holder.

         13. Stock Purchase  Agreements.  Stock Purchase Agreements will consist
of agreements for the present or future sale of Common Stock by the Company to a
participant  at such prices (not less than 100% of the fair market  value of the
Common  Stock)  and  on  such  terms  and  conditions  as  the  Committee  deems
appropriate.

         14. Stock  Awards.  Stock Awards will consist of shares of Common Stock
transferred  to  participants  as a bonus for services  rendered to the Company,
without  other payment  therefor.  Stock Awards may be subject to such terms and
conditions as the Committee deems appropriate.

         15. Stock  Appreciation  Rights.  The Committee may, in its discretion,
grant a Stock  Appreciation Right to the holder of any Incentive Stock Option or
Non-qualified  Stock Option granted  hereunder.  Each Stock  Appreciation  Right
shall be subject to such terms and conditions  consistent  with the Plan, as the
Committee shall determine from time to time, including the following:

         (a) A Stock Appreciation Right relating to an Incentive Stock Option or
         a Non-qualified Stock Option granted hereunder may be made part of such
         option at the time of its grant or any time thereafter.

         (b) Each Stock  Appreciation Right will entitled the holder to elect to
         receive,  in lieu of  exercising  the  option to which it  relates,  an
         amount (in cash or in Common Stock, or a combination thereof, in one or
         more installments and under such other conditions as are established by
         the  Committee) up to 100% (or such lesser  percentage or amount as may
         be determined by the Committee) of the excess of

                  (i) the fair market  value per share of the  Company's  Common
                  Stock as of the date of exercise of such right,  as such value
                  shall be determined by the Committee, multiplied by the number
                  of shares with respect to which the right is being  exercised,
                  over

                  (ii) the aggregate option price for such number of shares.

         (c) Each Stock  Appreciation  Right will be exercisable at the time and
         to the extent the option to which it relates is exercisable.

         (d) Upon  exercise  of a Stock  Appreciation  Right,  the  option  with
         respect to which such right is exercised shall be surrendered and shall
         not  thereafter be  exercisable.  Upon  exercise of an Incentive  Stock
         Option or a Non-qualified  Stock Option, the Stock Appreciation  Right,
         if any,  related  to such  option  shall be  surrendered  and shall not
         thereafter be exercisable.

         (e)  Partial  exercise  of a Stock  Appreciation  Right will reduce the
         number of shares of Common  Stock  purchasable  pursuant to the related
         option  (and  available  under the Plan) to the extent of the number of
         shares with respect to which the right is exercised, whether or not any
         portion  of the  payment  made upon  exercise  of such right is made in
         Common Stock of the  Company.  Partial  exercise of an Incentive  Stock
         Option or  Non-qualified  Stock Option will reduce the number of shares
         of Common Stock to which a related  Stock  Appreciation  Right  applies
         (and  available  under the Plan) to the  extent of the number of shares
         with respect to which the option is exercised.

         (f) Each Stock  Appreciation  Right will be transferable  only when the
         underlying option is transferable and under the same conditions.

         Stock Appreciation  Rights that relate to Incentive Stock Options shall
be subject to such further  requirements  as may be imposed  pursuant to Section
422A of the Code.

         16.  Rights  in Event of  Death.  If a  participant  dies  prior to the
termination of his right to exercise an option in accordance with the provisions
of his stock option agreement without having totally  exercised the option,  the
option may be  exercised,  to the extent of the shares with respect to which the
option  could have been  exercised  on the date of death,  by the  participant's
estate or by the person who acquired the right to exercise the option by bequest
or inheritance or by reason of the death of the participant, provided the option
is exercised  prior to the date of its  expiration or one (l) year following the
date of death, whichever first occurs.

         17.  Payment.  Full payment for shares  purchased  upon  exercising  an
option  shall be made in cash or by check  at the time of  exercise,  or on such
other terms as are set forth in the applicable option agreement.  Payment of the
purchase  price shall be made upon exercise of any such option and shall be made
in cash, in cash and debt or in Common Stock, valued at the fair market value or
a combination  thereof, as determined by the Committee.  No shares may be issued
until  full  payment  of the  purchase  price  therefor  has  been  made,  and a
participant  will have none of the  rights of a  stockholder  until  shares  are
issued to him.

         18.      Stock Purchase Loans.

         a)       Discretionary with Committee

                  The Board of Directors may in its sole discretion determine to
         make or  guarantee a loan to any key  employee who is not an officer or
         director of the  Company to whom a Plan Option has been  granted to aid
         or enable him or her to exercise that option.  In such event, the terms
         of the loan (or, if  applicable,  the guaranty)  shall be  commercially
         reasonable,  as determined by the Committee of Directors, and such loan
         (or, if  applicable,  the  guaranty)  shall be secured by a  collateral
         pledge of the option shares purchased with the proceeds of the loan.

         b)       Officer and Directors Excluded

                  No person who is an officer or  director  of the  Company  may
         receive a loan or guaranty from or by the Company.

         19. Exercise of Option. Options granted under the Plan may be exercised
during the Option Period, at such times and in such amounts,  in accordance with
such terms and conditions and subject to such  restrictions  as are set forth in
the applicable stock option  agreements.  In no event may an option be exercised
or shares be issued pursuant to an option if any necessary listing of the shares
on a stock  exchange  or any  necessary  registration  under  state  or  federal
securities laws has not been accomplished.

         20. Capital  Adjustments  and  Reorganization.  The number of shares of
Common Stock covered by each  outstanding  option granted under the Plan and the
option price will be adjusted to reflect any stock split,  reverse  stock split,
stock dividend in the nature of a stock split, or recapitalization in the nature
of a stock  split;  and may be adjusted to reflect,  as deemed  appropriate  and
equitable  by the  Committee,  any  other  stock  dividend,  share  combination,
exchange  of  shares,  recapitalization,   merger,  consolidation,   separation,
reorganization,  liquidation, or the like of or by the Company. In the event the
Company is merged or  consolidated  with another  corporation,  then this option
shall become a right to purchase shares in the surviving entity,  subject to the
adjustments described above.

         21.  Non-Assignability.  Options may not be  transferred  other than by
will or the laws of descent and distribution.  During a participant's  lifetime,
only the participant may exercise options granted to a participant.

         22.  Interpretation.  The Committee  shall interpret the Plan and shall
prescribe  such  rules  in  connection  with  the  operation  of the  Plan as it
determines to be advisable for the administration of the Plan. The Committee may
rescind and amend its rules.

         23.   Amendment  or   Discontinuance.   The  Plan  may  be  amended  or
discontinued  by the Committee  without the approval of the  stockholders of the
Company  except  that any  amendment  that  would (a)  materially  increase  the
benefits  accruing to participants  under the Plan, (b) materially  increase the
number of securities that may be issued under the Plan, or (c) materially modify
the  requirements of eligibility for  participation in the Plan must be approved
by the stockholders of the Company.

         24.  Effect  of the Plan.  Neither  the  adoption  of this Plan nor any
action of the  Committee  shall be deemed to give any  officer or  employee  any
right to be granted an option to  purchase  Common  Stock of the  Company or any
other rights  except as may be evidenced  by a stock  option  agreement,  or any
amendment  thereto,  duly  authorized by the Committee and executed on behalf of
the  Company  and  then  only to the  extent  and on the  terms  and  conditions
expressly set forth  therein.  No officer or employee of the Company may promise
an option except as authorized and granted by the Committee.

         25. Tenure.  A  participant's  right,  if any, to continue to serve the
Company and its subsidiaries as an officer, employee, or otherwise, shall not be
enlarged or otherwise  affected by his or her designation as a participant under
the Plan.

         26.  Duration.  This Plan shall  endure until the first to occur of the
following events:

         a)       All Shares Optioned and Purchased

                  This Plan shall terminate as soon as all of the Plan Stock has
         been fully issued.

         b)       Cancellation by Board of Directors

                  If any time the Board of Directors of the Company shall in its
         discretion  determine that the  continuation of this Plan is not in the
         best  interests of the Company,  it may by majority vote terminate this
         Plan.  Any such  termination  shall be without  prejudice to the Option
         Rights of employees  then holding  unexpired  and  unexercised  options
         granted under this Plan.

         c)       Expiration Date

                  The Plan  shall  expire  on the 29th day of  September,  2010,
         which is the tenth (10th) anniversary date of the Plan. Such expiration
         shall be without  prejudice  to the  Option  Rights of  employees  then
         holding unexpired and unexercised options granted under this Plan.

         27.  Definitions.  For the  purpose  of this Plan,  unless the  context
requires otherwise, the following terms shall have the meanings indicated:

                  a) "Plan"  means this 2000 Stock  Option Plan as amended  from
         time to time.

                  b)  "Company"   means  Preferred   Voice,   Inc.,  a  Delaware
         corporation.

                  c) "Committee" means the Board of Directors of the Company, or
         if one if formed, the Stock Option Committee of the Board.

                  d) "Common  Stock"  means the Common Stock that the Company is
         currently  authorized  to issue or may in the future be  authorized  to
         issue.

                  e) "Subsidiary"  means any corporation in an unbroken chain of
         corporations beginning with the Company if, at the time of the granting
         of the option, each of the corporations other than the last corporation
         in the unbroken  chain owns stock  possessing  50% or more of the total
         combined  voting  power of all  classes  of  stock in one of the  other
         corporations in the chain,  and  "Subsidiaries"  means more than one of
         any such corporation.

                  f) "Option Period" means the period during which an option may
         be exercised.