EXHIBIT 10.2


PATENT LICENSE AGREEMENT   CONFIDENTIAL TREATMENT REQUESTED
                           --------------------------------

THIS  AGREEMENT  is effective  this  October 5, 2001 by and between  Koninklijke
Philips Electronics N.V., a corporation organized and existing under the Laws of
The  Netherlands,  having its  principal  place of  business at  Eindhoven,  The
Netherlands  (hereinafter  referred  to as  "Philips")  on  the  one  part,  and
Preferred  Voice,  Inc., a corporation  organized and existing under the Laws of
Delaware,  United States of America,  having its principal  place of business at
6500  Greenville  Avenue,  Suite  570,  Dallas TX  (hereinafter  referred  to as
"Licensee"), on the other part.

WHEREAS,  the Philips'  Group of Companies  have  developed at great expense the
Voice Activated Dialing (VAD) technology as described in the VAD Patents; and

WHEREAS,  Philips is the assignee,  owner or controller of all right,  title and
interest in VAD Patents as hereinafter defined; and

WHEREAS, Licensee desires to acquire a license to provide VAD services protected
by Philips VAD Rights;

NOW, THEREFORE, the parties hereto have agreed as follows:

Article I Definitions

1.1      Licensed Patents shall mean the VAD Patents.

1.2      Licensee Host System shall mean the  Licensee's  owned,  controlled and
         maintained  system  capable of hosting  VAD  services  to  non-wireline
         service  providers and where such VAD system  exclusively  uses Philips
         SpeechPearl product.

1.3      Licensed  Services  shall mean VAD  services,  covered by the  Licensed
         Patents, provided by Licensee using Licensee's Host System.

1.4      Customer  shall mean a  non-wireline  service  provider as set forth on
         Annex 1 (or Annex  1A),  attached  hereto  and  incorporated  herein by
         referenced,  for which  Licensee  is acting  as a host to  provide  VAD
         services using Licensee Host System.

1.5      End-Users  shall mean the  subscriber  base of a Customer that have the
         option or capability of subscribing to the Licensed Services.

1.6      Associated Company An Associated  Company of a corporation,  company or
         other entity  ("Parent") shall mean any  corporation,  company or other
         legal entity, more than fifty percent (50%) of whose outstanding shares
         or  securities  (representing  the  right to vote for the  election  of
         directors or other managing authority) are, now or hereafter,  owned or
         controlled,  directly or indirectly,  by Licensee or Philips,  but such
         corporation,   company  or  other  legal  entity  shall  be  deemed  an
         Associated Company only so long as such ownership or control exists. In
         addition, any entity which does not have outstanding



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         shares  or  securities,  as may be the  case  in a  partnership,  joint
         venture or  unincorporated  association,  but more than  fifty  percent
         (50%) of whose ownership interest  representing the right to make major
         decisions  for such entity is, now or hereafter,  owned or  controlled,
         directly or indirectly,  by Philips or Licensee,  but such entity shall
         be deemed an Associated  Company only for so long as such  ownership or
         control exists.

1.7      VAD shall mean voice activated dialing. This includes any use of speech
         recognition with any non-wireline  telephone or non-wireline  device to
         activate  dialing  and/or  completing a call,  accessing  any telephony
         and/or content database,  auto attendant services,  follow me services,
         reminder services and/or directory services.

1.8      VAD  Patents  shall  mean  United  States  Patent  Numbers   5,297,183;
         5,659,597 and 6,157,848 relating to Voice Activated Dialing,  including
         any patents resulting from continuations and divisionals  thereof,  and
         any corresponding foreign patent rights owned or controlled by Philips.

1.9      VAD Patent Rights shall mean rights  granted under the VAD Patents,  as
         granted in Article 2.

1.10     VAD Subscribers shall mean End-Users of Customers that are using and/or
         paying Licensee to use the Licensed Services.

1.11     Existing VAD Contract shall mean an existing and effective contract for
         Licensee  to  provide  Licensed  Services  to a  Customer  that  has an
         effective  date or an execution  date  (whichever  is later) before the
         effective date of this Agreement.

1.12     Existing  Contract  VAD  Subscribers  shall  mean the sum,  cumulative,
         total,  maximum number of VAD  Subscribers  that are using or paying to
         use  Licensed  Services  (whichever  is  greater)  provided by Licensee
         within a reporting  quarter  related to all Customers  with an existing
         VAD contract (ANNEX 1).

1.13     Future Contract VAD Subscribers shall mean the sum, cumulative,  total,
         maximum  number  of VAD  Subscribers  that are  using or  paying to use
         Licensed Services  (whichever is greater) provided by Licensee within a
         reporting  quarter  related to all  Customers  without an existing  VAD
         contract (ANNEX 1A).

1.14     Territory shall mean the World.

1.15     Phillps shall mean Koninklijke  Philips  Electronics N.V. a corporation
         organized and existing under the laws of the Netherlands.

1.16     Other-Voice-Patents  shall mean U.S. Patents **; **; **; **; **; and **
         and any  corresponding  foreign  patent  rights owned or  controlled by
         Philips.



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Article 2 License

2.1      Philips grants to Licensee a non-exclusive,  non-transferable  license,
         without  the right to  sublicense,  under the VAD  Patents  to  provide
         Licensed  Services for use in the Territory as of the effective date of
         this Agreement.

2.2      Furthermore,  for as long as this  License  Agreement  is in effect and
         conditioned  upon  receiving  full  payment of monies due  pursuant  to
         Article 3, Philips agrees not to assert any claim for  Infringement  of
         the VAD Patents, for use of the Licensed Services, against any existing
         Customer of Licensee listed in Annex 1 (or future Customer to be listed
         in  Annex  1A)  that  has  accepted  this  non-assertion  provision  by
         executing   the    acknowledgement    of   Exhibit   II    (hereinafter
         ("Acknowledgement").  An executed  Acknowledgement  must be provided to
         Philips for each  Customer  listed in Annex 1 within sixty (60) days of
         the effective  date of this  Agreement.  Licensee  agrees to provide at
         least 1 executed Acknowledgement of a Customer by October 5th, 2001.

2.3      Furthermore, for a period of four (4) years starting from the effective
         date of this  Agreement,  Philips  agrees  not to assert  any claim for
         Infringement of the  Other-Voice-Patents  for services provided through
         Licensee Host System against any existing  Customer of Licensee  listed
         in Annex 1 (or  future  Customer  to be  listed  in Annex  1A) that has
         accepted this non-assertion  provision by executing the Acknowledgement
         (Exhibit II),  conditioned  upon  receiving  full payment of monies due
         pursuant to Article 3. If this  Agreement  is  terminated  prior to the
         expiration  of such four (4) year  period,  this  non-assert  provision
         shall also be terminated as of the termination date. At the end of such
         four (4) year  period,  Licensee  and  Philips  may  negotiate a patent
         license  agreement  related to the  Other-Voice-Patents  on  reasonable
         terms and conditions.

2.4      Furthermore,  Philips  hereby  issues to Licensee  seventy (70) Philips
         Speech Pearl 1999 or Speech Pearl 2000 software copyright licenses upon
         execution of this  agreement at no additional  charge.  These  software
         copyright licenses are granted under the terms and conditions contained
         in the Volume License Agreement entered into on the 17th day of January
         2000, between Philips Speech Processing North America and License.

Article 3 Royalties

3.1      License Issue Fee: In  consideration  of the license granted under this
         Agreement   by  Philips  to  Licensee,   Licensee   agrees  to  make  a
         non-refundable  payment of ** to PSP within  forty-five (45) days after
         the effective date of this Agreement.

3.2      License  Maintenance  Fee: In further  consideration of the license and
         rights  granted  hereunder,  Licensee  agrees to pay **  payable  on an
         annual basis starting  December 31, 2002,  provided,  however,  License
         Maintenance Fees may be credited to Running Royalties  subsequently due
         per paragraph 3.3 below for each said year, If any. License Maintenance
         Fees paid in excess of Running  Royalties  shall not be  creditable  to
         Running Royalties for future years.


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3.3      Running Royalties:  In further consideration of the licenses and rights
         granted hereunder,  Licensee agrees to pay to Philips running royalties
         of ** per month,  per  subscriber  for  Customers  with an Existing VAD
         Contract ** per month, per subscriber for future Customers, as the case
         may be, for each VAD  Subscriber.  Two running  royalties  calculations
         must be made,  i.e., for the Current  Contract VAD  Subscribers and for
         the Future  Contract VAD  Subscribers.  No royalty shall be due or paid
         for one-time,  promotional  periods offered by Licensee to Customers at
         the initiation of providing Licensed  Services,  such periods shall not
         exceed a maximum of sixty (60) days.

Article 4 Reports and Payments

4.1      Within  thirty (30) days after of each  calendar  quarter  during which
         this Agreement shall be in force,  Licensee hereby undertakes to submit
         to Philips or to such person or body as Philips may designate from time
         to time,  even in the case of no sales,  a  statement  in writing  duly
         certified  by an  authorized  officer of Licensee,  setting  forth with
         respect  to  Licensee  and  its  Customers  for  the  quarterly  period
         concerned:

         a) the Current  Contract  VAD  Subscribers  and the  End-Users on a per
         Customer  basis;  b)  the  Future  Contract  VAD  Subscribers  and  the
         End-Users on a per Customer  basis;  c) an updated and current  Annex 1
         and Annex 1A with additional  Acknowledgements (Exhibit II); and d) the
         running royalty due to Philips.


4.2      Licensee shall pay to Philips in U.S. dollars the royalty due hereunder
         concurrently with the submission of the above-mentioned statement

4.3      All payments to Philips referred to in this Agreement shall be effected
         by transfer of such currency,  convertible in the sense of Article VIII
         and XIX of the  Articles of  Agreement  of the  International  Monetary
         Fund, as designated by Philips. The rate of exchange for converting the
         currency of a  particular  country  shall be the  telegraphic  transfer
         selling rate of the designated currency (or other convertible  currency
         as the case may be) in terms of  currency  of that  country  officially
         quoted  by the  officially  authorized  foreign  exchange  bank of that
         country for payment of current transactions on the day of transfer. The
         stipulations  made in this  paragraph  for payment  shall apply mutatis
         mutandis to all other payment  procedures  agreed  between  Philips and
         Licensee,  which  will be  indicated  by  Philips  in  accordance  with
         currency regulations and payment agreements from time to time in force.
         Payment of License Maintenance Fees (section 3.2) and Running Royalties
         (Section 3.3) shall be made by wire transfer,


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         To Philips' account:
         Citibank N.A., New York
         Koninklijke Philips Electronics N.V. - Licenses
         Account Number: 4067-1001
         Swift Code: CITIUS33, ABA021000089


4.4      All  costs,  such as stamp  duties,  taxes  and  other  similar  levies
         originating from or in connection with the conclusion of this Agreement
         shall be borne by Licensee.  However,  in the event that the government
         of a country imposes any income taxes on payments hereunder by Licensee
         to  Philips  and  requires  Licensee  to  withhold  such tax from  such
         payments,  Licensee  may deduct  such tax from such  payments.  In such
         event, Licensee shall promptly furnish Philips with tax receipts issued
         by  appropriate  tax  authorities  so as to enable Philips to support a
         claim for credit  against  income taxes which may be payable by Philips
         and/or its Associated Companies in the Netherlands.

4.5      In order that the statements  and reports  provided for in this Article
         may be  verified,  Licensee  shall keep and maintain for a period of at
         least three (3) years,  full,  complete and accurate  books and records
         recording the information required in Section 4.1 on a quarterly basis.
         Licensee shall permit such books and records to be audited from time to
         time,  but not more than once in each calendar  year by an  independent
         certified  public  accountant   appointed  by  Philips  and  reasonably
         acceptable to Licensee,  to the extent necessary to verify the accuracy
         of the  aforementioned  statements and reports and the payments made by
         Licensee based thereon.  Such inspection shall be completed at Philips'
         own expense,  provided that if any discrepancy or error exceeding three
         (3) percent of the money  actually due is found in connection  with the
         computation, the cost of such inspection shall be borne by Licensee.

4.6      Any  statement  and/or  report  provided for in this  Article  shall be
         deemed to be  sufficiently  given or rendered  when sent by  registered
         mail, postage prepaid,  and if given or rendered to Philips,  addressed
         to:

                  Corporate Intellectual Property
                  Philips Electronics North America Corporation
                  580 White Plains Road
                  Tarrytown, NY 10591
                  Fax. No. 914-332-0615


4.7      Notwithstanding  the  provisions of Section 4.1 hereof,  Licensee shall
         furnish  whatever  additional  information  as Philips  may  reasonably
         request from time to time to enable Philips to ascertain proper payment
         of royalties to Philips  under this  Agreement,  the VAD Patents  which
         have been utilized by Licensee, and the amount of royalties payable.

4.8      Payments which are not made on the dates specified herein, shall accrue
         interest at the rate of 2.0 percent per month.



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Article 5 Term of Agreement

5.1      Unless terminated  earlier in accordance with the provisions of Article
         8, this  Agreement  shall  continue in force and effect for the life of
         the VAD Patents.

5.2      In the event that this  Agreement  is  terminated  in  accordance  with
         Article 8, all rights of the breaching party under this Agreement shall
         terminate,  but the  obligations  of the  breaching  party set forth in
         Articles 3, 4 and 6 shall continue.

Article 6 Proprietary Information

6.1      Each  party  will  treat  and  safeguard  any  proprietary  information
         received from the other, whether verbal or in writing (provided that it
         is properly  identified as such in accordance  with Section 6.2 of this
         Article 6), in the same manner as the receiving  party  safeguards  its
         own  proprietary  information  and shall not  disseminate  same without
         prior  written  authorization  from the  disclosing  party,  unless the
         receiving  party can prove and to the extent it can prove that:

         a)       such information was in its possession or in the possession of
                  any of its Associated  Companies prior to the receipt thereof,
                  or
         b)       such  information  lawfully  is or  becomes  public  knowledge
                  through no breach of this Agreement by the receiving party; or
         c)       such   information   is   provided   without   confidentiality
                  obligation  to any arm's  length  third party with a bona fide
                  right to do so; or
         d)       such information is  independently  developed by the receiving
                  party or any of its Associated  Companies prior to the receipt
                  of such information; or
         e)       such   information  is  necessarily   disclosed   through  the
                  marketing or use of Licensed Services; or
         f)       such  information  is disclosed  pursuant to judicial order or
                  other lawful government action; or
         g)       such  information  has been in the possession of the receiving
                  party for a period of five years after receipt.


6.2      Each party will give notice to the other party of information disclosed
         to such other party which the  disclosing  party deems  proprietary  as
         follows:
         a)       all written proprietary  information shall be labeled as such;
                  and
         b)       all verbal proprietary information shall be reduced to writing
                  and sent to the  receiving  party within thirty days after the
                  verbal disclosure, labeled as being proprietary information.

Article 7 Miscellaneous

7.1      This Agreement  embodies the entire  understanding of the parties as it
         relates to the subject  matter of this  Agreement,  and this  Agreement
         supersedes any prior  agreement or  understandings  between the parties
         with respect to such subject  matter.  No amendment or  modification of
         this Agreement shall be valid or binding upon the parties unless signed
         by their respective, duly authorized, officers.



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7.2      Philips makes no  representation  or warranty  whatsoever that Licensed
         Services  will  be  free  from   infringement   of  any  industrial  or
         intellectual property rights owned or controlled by any third party, or
         industrial  or  intellectual  property  rights owned or  controlled  by
         Philips  and/or  an  Associated  Company  of  Philips,  other  than the
         Licensed Patents.  Philips,  however, is not aware of any other patents
         owned or  controlled  by Philips  for which a license is  essential  to
         provide the Licensed Services.

7.3      The  parties to this  Agreement  recognize  that third  parties may own
         industrial  or  intellectual  property  rights in the field of Licensed
         Services and Licensee accepts that Philips makes no warranty whatsoever
         that any use, sale or other  disposition  of Licensed  Services will be
         free from  infringement  of any  industrial  or  intellectual  property
         rights other than the  Licensed  Patents.  Licensee and its  Associated
         Companies shall hold Philips and its Associated Companies harmless from
         any  product  liability  claim with  respect to the  Licensed  Services
         manufactures, used, sold or otherwise disposed of by Licensee.

7.4      Nothing contained in this Agreement shall be construed as conferring by
         implication,  estoppel or  otherwise  upon either party  hereunder  any
         license or other right except the licenses and rights expressly granted
         hereunder to a party hereto.

7.5      This  Agreement  cannot be  assigned  by  Licensee  without the written
         consent  of  Philips  and should any  assignment  be made  without  the
         written consent of Philips such assignment will be null and void.

7.6      Any  notice  hereunder  shall be  deemed  to be  sufficiently  given or
         rendered when sent by registered mail, postage prepaid, and if given or
         rendered to Philips, addressed to:

                  Corporate Intellectual Property Counsel
                  Philips Electronics North America Corporation
                  580 White Plains Road
                  Tarrytown, NY 10591
                  Fax.  No.  914-332-0615


         or, if given or rendered to Licensee, addressed to:

                  Bill Schereck
                  President & COO
                  Preferred Voice, Inc.
                  6500 Greenville Avenue, Suite 570
                  Dallas, TX 75206

         and sent in each case by  facsimile or telecopy,  and  Certified  Mail,
         postage prepaid.  The date of mailing shall be deemed to be the date on
         which such  notice or request  has been  given.  Either  party may give
         written  notice of change of address,  and after  notice of such change
         has been  received,  any notice or request  required  to be given shall
         thereafter be given to such party at such changed address in the manner
         as provided above.


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7.7      Further,  Philips  agrees that once  Philips  has  received an executed
         Acknowledgement  from a Customer and  conditioned  upon  receiving full
         payment of monies due  pursuant to Article 3, Philips will not initiate
         any direct contact with that Customer regarding the Licensed Patents in
         relation to Licensed Services,  as long as this Agreement is in effect,
         or for the period specified in Section 2.3 for the Other-Voice-Patents.
         If Philips is contacted  by any such  Customer  regarding  the Licensed
         Patents or the  Other-Voice  Patents  during  such time,  Philips  will
         notify Licensee before any response is made to such Customer.

Article 8 Termination

8.1      Either party may  terminate  this  Agreement at any time on thirty (30)
         days  notice to the other  party in the event that such other party has
         committed  a  material  breach  of any of its  obligations  under  this
         Agreement,  and such  material  breach is not cured within  thirty (30)
         days after receipt of a written  notice  specifying  the nature of such
         material  breach.  Such right of termination  shall not be exclusive of
         any other remedies or means of redress to which the non-breaching party
         may be lawfully  entitled,  it being  intended  that all such  remedies
         shall  be  cumulative.  Any  such  termination  shall  not  affect  any
         payments,  the rights to which may have become due under this Agreement
         prior to such termination.

8.2      If  Licensee  should  be  dissolved,   file  a  voluntary  petition  in
         bankruptcy,  seek any court or governmental  protection from creditors,
         make any  assignment  for  creditors  or  should  an  order be  entered
         pursuant to any law relating to bankruptcy  or insolvency  appointing a
         receiver or trustee of Licensee,  and if any such  receivership  is not
         terminated  within  sixty (60) days,  then,  Philips  may give  written
         notice to Licensee terminating this Agreement, and this Agreement shall
         be terminated in accordance with such notice.

8.3      As a  result  of a  change  of  control,  change  of  ownership  or  in
         conjunction  with  the  sale or  transfer  of the  majority  of  assets
         associated  with the Licensee,  the running  royalties due (for current
         and future  Customers)  pursuant  to section 3.3 shall be ** per month,
         per  subscriber for each VAD Subscriber as of the effective date of the
         change of control or ownership  or transfer,  if such change of control
         or  ownership  or  transfer  is to (1) a direct  competitor  of Philips
         Speech  Processing  or  related   Associated   Company  in  the  speech
         processing  field, or (2) a person or entity that has been given notice
         of infringement  concerning one or more of Philips' patent rights. Such
         acquisition  by a third party  shall not relieve  that third party from
         any liability for past infringement of Philips' patent rights.

Article 9 Delegation

9.1      Philips may delegate the  performance of one or more of its obligations
         under this Agreement to any of its Associated Companies.

Article 10 Waiver/Severability

10.1     The  waiver  by  either  party of a  breach  or  default  in any of the
         provisions of this  Agreement by the other party shall not be construed
         as a waiver by such party of any succeeding breach of the same or other
         provisions  nor shall any delay or omission on the part of either party
         to exercise or avail itself of any right,  power or  privilege  that it
         has or may have  hereunder  operate as a waiver of any right,  power or
         privilege by such party.



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10.2     If any term,  clause or provision of this Agreement  shall be judged to
         be invalid the validity of any other term,  clause or  provision  shall
         not be thereby  affected  and such  invalid  term,  clause or provision
         shall be deemed deleted from this Agreement.

Article 11 Applicable Law

11.1     This  Agreement  shall be governed by the laws of New York exclusive of
         it conflict of law rules.

Article 12 Press Release and Confidentiality

12.1     Except as may otherwise be required by law or as  reasonably  necessary
         for performance hereunder, each party shall keep this Agreement and its
         provisions  confidential;  and shall not disclose this Agreement or its
         provisions  without first  obtaining  the written  consent of the other
         party,   which  consent  shall  not  be  unreasonably   withheld.   The
         confidentiality  obligations hereunder do not apply to the existence of
         this Agreement or the fact that Philips and Licensee have executed this
         Agreement,  but do apply to the terms and conditions of this Agreement.
         Any press release or other announcement by either party concerning this
         Agreement  shall be  subject  to the prior  written  approval  of other
         party, which approval shall not be unreasonably withheld.

12.2     Notwithstanding  the  foregoing,  PSP may make a press release or other
         public  announcement  to the effect  that  Licensee  is one of Philips'
         licensees for Voice Activated Dialing  technology and Philips will also
         have the right to mention  the names of  Licensees  Customers  who have
         signed Exhibit II in this press release.

In Witness  Whereof,  the parties hereof have caused this agreement to be signed
on the date first above written.

Koninklijke Philips Electronics N.V.     Licensee

Signature   /s/ H.F.M. Beckers           Signature  /s/ William J. Schereck, Jr.
          --------------------------              ------------------------------

Name         H.F.M. Beckers                   Name  William J. Schereck, Jr.
     ------------------------------------         ------------------------------

Title       Patent Licensing Director        Title    President and COO
      -----------------------------------         ------------------------------



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Annex 1

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Annex 2

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Annex 1A



New Customers

                                                Effective Date or Execution date
                                                (whichever is later) of the
                                                contact of between Licensee and
                                                Customer.