This  Option and the shares of stock to be issued  upon  exercise of this Option
have not been  registered  under the  Securities  Act of 1933,  as amended  (the
"Act"),  and may not be sold,  transferred,  assigned or  otherwise  disposed of
unless the person  requesting  the  transfer  of the Option  shall  provide  and
opinion of counsel to the Company ( both counsel and opinion to be  satisfactory
to  the  Company)  to  the  effect  that  such  sale,  transfer,  assignment  or
disposition  will not involve any violations of the  registration  provisions of
the Act or any similar or superseding statute.

                              PREFERRED VOICE, INC.

                        INCENTIVE STOCK OPTION AGREEMENT

          1. GRANT OF OPTION.  Pursuant to the Preferred Voice,  Inc. 2000 Stock
Plan for  Incentive and  Non-Qualified  Stock options (the "Plan") for employees
of, Preferred Voice, Inc. (the "Company"), the Company grants to [Name] ("Option
Holder")  an option to purchase  from the  Company a total of [Amount]  (Number)
full shares of Common Stock, $.001 par value per share (the "Optioned  Shares"),
of the Company at a price of [Price]  (Price) per share (being at least the fair
market value per share of the Common  Stock on the date of this  grant),  in the
amounts,  during the period and upon the terms and  conditions set forth in this
Agreement.

          2. RIGHT TO PURCHASE  SHARES.  Subject to the  limitations  on time of
exercise set forth in the other  provisions  of this  Agreement,  Option  Holder
shall have the right to purchase  Optioned  Shares at any time before the option
terminates, in the following cumulative installments:

         First  Installment.  Up to 1/2 of the Optioned Shares at any time after
         the first  anniversary of the grant of the option  provided that Option
         Holder  continues his employment  with the Company on an  uninterrupted
         basis from date of grant until such anniversary date;

         Second  Installment.  All Optioned  Shares at any time after the second
         anniversary  of the grant of the option  provided  that  Option  Holder
         continues his  employment  with the Company on an  uninterrupted  basis
         from date of grant until such anniversary date.

If Option  Holder  has a right to  purchase  a  fractional  share,  his right to
purchase shall be rounded down to the next lowest full share.

          3.  Term.  This  option  will  terminate  at the first to occur of the
following:

          a.        5:00 p.m.,  local Dallas time on the 5th  anniversary of the
                    date of this grant;

          b.        5:00 p.m.,  local Dallas time, 30 days after the termination
                    of Option Holder's employment with the Company other than by
                    his death or disability;

          c.        5:00 p.m.,  local Dallas time, 90 days after  termination of
                    the  Option  Holder's  employment  with the  Company  due to
                    disability; or

          d.        5:00  p.m.,  local  Dallas  time,  180 days after the Option
                    Holder's death; or

          e.        Any   violation   of   Option    Holder's    obligation   of
                    confidentiality under this Agreement.

If Option Holder dies or Option Holder's employment with the Company terminates,
then this Option  shall  terminate  as of the date of such death or  termination
with respect to all optioned  share which Option Holder does not have a right to
purchase pursuant to Paragraph 2 as of such date.

          4.  SUBJECT TO PLAN.  This option and its  exercise are subject to the
Plan,  but the terms of the Plan shall not be considered an  enlargement  of any
benefits under this  Agreement.  The defined terms used herein which are defined
in the Plan shall have the same meanings defined for and assigned to them in the
Plan. In addition,  this option is subject to any rules promulgated  pursuant to
the Plan by the Committee.

         5. WHO MAY  EXERCISE.  During the lifetime of the Option  Holder,  this
option may be exercised  only by the Option  Holder.  If the Option  Holder dies
prior to the  termination  date  specified  in Section 3 hereof  without  having
exercised the option as to all of the shares which were  exercisable at the time
of death,  the option may be  exercised  at any time prior to the earlier of the
dates specified in Sections 3(a) or 3(d) hereof by the Option Holder's estate or
a person  who  acquired  the  rights  to  exercise  the  option  by  bequest  of
inheritance or by reason of the death of the Option Holder, subject to the other
terms of this Agreement, the Plan, and applicable laws, rules and regulations.

          6. RESTRICTIONS ON EXERCISE. This option

          a.        may be  exercised  only with  respect to full  shares and no
                    fractional shares of stock shall be issued;

          b.        may be  exercised  only if at all times  during  the  period
                    beginning  with the date of the  granting  of the option and
                    ending on the date  Option  Holder  gained  the right  under
                    Paragraph 2 to purchase the shares he seeks to purchase that
                    the Option Holder was an employee of either the Company or a
                    subsidiary of the Company.

          c.        may only be exercised  after the Company is required to file
                    periodic  reports  with the SEC  pursuant to the  Securities
                    Exchange Act of 1934 and has filed a registration  statement
                    with respect to the issuance of the shares  pursuant to this
                    option or such  issuance  is exempt  from state and  federal
                    securities registration requirements.

          7. MANNER OF EXERCISE.  Subject to such administrative  regulations as
the  Committee  may from time to time adopt,  this option may be exercised  upon
written  notice  to  the  Company  of  the  number  of  shares  being  purchased
accompanied by the following:

          a.        such  documents as the  Company,  in its  discretion,  deems
                    necessary to evidence  the exercise of the option,  in whole
                    or in part;

          b.        full  payment  of the  option  price for the shares of stock
                    being purchased; and

          c.        such  documentation  as  may  be  required  to  assure  that
                    issuance  of the  shares  complies  with  state and  federal
                    securities   laws,   including,   without   limitation,   an
                    investment     letter     containing    such     agreements,
                    acknowledgements,  representations, warranties and covenants
                    by Option Holder as Company may reasonable request.

          8. NON-ASSIGNABILITY. This option is not assignable or transferable by
the Option Holder.

          9. RIGHTS OF  STOCKHOLDER.  The Option Holder will have no rights as a
stockholder with respect to any shares covered by this option until the issuance
of a certificate or certificates to the Option Holder for the shares.  Except as
otherwise  provided  in  Section  10  hereof,  no  adjustment  shall be made for
dividends  or other rights for which the record date is prior to the issuance of
such certificate or certificates.

          10. CAPITAL ADJUSTMENTS.  The number of shares of Common Stock covered
by this option, and the option price thereof, shall be subject to an appropriate
adjustment  to reflect  any stock  dividend,  stock  split,  share  combination,
exchange  of  shares,  recapitalizations,   merger,  consolidation,  separation,
reorganization, liquidation, or the like, of or by the Company.

          11. LAW GOVERNING.  This Agreement  shall be construed and enforced in
accordance with and governed by the laws of the State of Delaware.

          12. DATE OF GRANT.  The date of grant of this  option is December  21,
2000.


          13.  CONFIDENTIALITY.  Option  Holder  shall not  divulge  information
contained herein to any other party,  other than the government of the U.S., any
state or any  subsidiary  thereof,  or any  agency  thereof,  and their  spouse,
attorney, accountant, and as required by court order.

          IN WITNESS  WHEREOF,  the  Company  has caused  this  Agreement  to be
executed by its duly authorized officer, and the Option Holder has duly executed
this Agreement, to evidence his consent and approval of all the terms hereof, as
of the date of grant specified in Section 12 hereof.

                                  OPTION HOLDER



                                  ------------------------------------


                                  PREFERRED VOICE, INC.



                                  BY:
                                     ----------------------------------

                                  ITS:   Chief Executive Officer
                                         -------------------------