These
Warrants 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 Warrants shall provide an
opinion of counsel to Preferred Voice, Inc. (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 violation of the
registration provisions of the Act or any similar or superseding
statute.







No. 
______ Warrants







PREFERRED
VOICE, INC

WARRANT
CERTIFICATE







This
warrant certificate ("Warrant Certificate") certifies that for value received
______________
(the
"Initial Warrant Holder") or registered assigns is the owner of the number of
warrants specified above, each of which entitles the holder thereof to purchase,
at any time on or before the Expiration Date hereinafter provided, one fully
paid and non-assessable share of Common Stock, $0.00l par value per share, of
Preferred Voice, Inc., a Delaware corporation (the "Company"), at a purchase
price of $.12 per
share of Common Stock payable in lawful money of the United States of America,
in cash, by official bank or certified check, or by wire transfer
("Warrants").




1.
Warrant;
Purchase Price




Each
Warrant shall entitle the holder thereof to purchase one share of Common Stock,
$0.001 par value per share, of the Company ("Common Stock") during the period
commencing on the date hereof and ending on the Expiration Date. The purchase
price payable upon exercise of a Warrant shall be $.12 (the
"Purchase Price"). The Purchase Price and number of Warrants evidenced by this
Warrant Certificate are subject to adjustment as provided in Article 7. Common
Stock purchased or subject to purchase pursuant to the Warrants shall be called
"Warrant Shares" herein.




2. Exercise;
Expiration Date




2.1 Each
Warrant is exercisable, at the option of the holder, at any time after issuance
and on or before the Expiration Date. In the case of exercise of less than all
the Warrants represented by a Warrant Certificate, the Company shall cancel the
Warrant Certificate upon the surrender thereof and shall execute and deliver a
new Warrant Certificate for the balance of such Warrants.




2.2 The term
"Expiration Date" shall mean 5:00 p.m. Dallas time on March
31, 2010, or if
such date shall in the State of Texas be a holiday or a day on which banks are
authorized to close, then 5:00 p.m. Dallas time the next following day which in
the State of Texas is not a holiday or a day on which banks are authorized to
close.























 

3. Registration
and Transfer on Company Books




3.1 The
Company shall maintain books for the registration and transfer of Warrant
Certificates.




3.2 Prior to
due presentment for registration of transfer of this Warrant Certificate, the
Company may deem and treat the registered holder as the absolute owner
thereof.




3.3 The
Company shall register upon its books any transfer of a Warrant Certificate upon
surrender of same to the Company accompanied (if so required by the Company) by
a written instrument of transfer duly executed by the registered holder or by a
duly authorized attorney. Upon any such registration of transfer, new Warrant
Certificate(s) shall be issued to the transferee(s) and the surrendered Warrant
Certificate shall be cancelled by the Company. A Warrant Certificate may also be
exchanged, at the option of the holder, for new Warrant Certificates
representing in the aggregate the number of Warrants evidenced by the Warrant
Certificate surrendered.




4. Securities
Law Registration




4.1 The
Warrant Shares will not be registered under the Securities Act or any state
securities law and shall not be transferable unless registered or an exemption
from registration is available. A legend to the foregoing effect will be placed
on any certificate representing such shares.




4.2 If, at
any time within five (5) years of the date of this Warrant Certificate, the
Company proposes for any reason to register any of its securities under the
Securities Act other than a registration on Form S-8 relating solely to employee
stock option or purchase plans, on Form S-4 relating solely to an SEC Rule 145
transaction or on any other form which does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of the Warrant Shares, it shall each such time give written
notice to the holder of these Warrants or the Warrant Shares ("Holder" for
purposes of this Section 4) of the Company's intention to register such
securities, and, upon the written request, given within thirty (30) days after
receipt of any such notice, of the Holders of the Warrants and Warrant Shares
outstanding, to register any of the Warrant Shares, the Company shall cause the
Warrant Shares so requested by the Holder to be registered, whether such Warrant
Shares are outstanding or subject to purchase hereby, to be registered under the
Securities Act, all to the extent requisite to permit the sale or other
disposition by the Holder of the Warrant Shares so registered; provided,
however, that the Warrant Shares as to which registration had been requested
need not be included in such registration if in the opinion of counsel for the
Company and counsel for the Holder the proposed transfer by the Holder may be
effected without registration under the Securities Act and any certificate
evidencing the Warrant Shares need not bear any restrictive legend. In the event
that any registration pursuant to this Section 4.2 shall be, in whole or in
part, an underwritten offering of securities of the Company, then (i) any
request pursuant to this Section 4.2 to register Warrant Shares may specify that
such shares are to be included in the underwriting on the same terms and
conditions as the shares of the Company's capital stock otherwise being sold
through underwriters under such registration, (ii) if the managing underwriter
of such offering determines that the number of shares to be offered by all
selling shareholders must be reduced, then the Company shall have the right to
reduce the number of shares registered on behalf of the Holder, provided that
the number of shares to be registered on behalf of the Holder shall not be
reduced to such an extent that the ratio of the shares which the Holder is
permitted to register to the total number of shares the Holder owns is less than
that ratio for any other selling shareholder, and (iii) the Holder will be bound
by the terms of the underwriting agreement and the conditions imposed by the
underwriter on selling shareholders.










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4.3 If
and whenever the Company is under an obligation pursuant to the provisions of
this Warrant Certificate to register any Warrant Shares, the Company shall, as
expeditiously as practicable:




(a)
prepare and file with the Securities and Exchange Commission (the "Commission")
a registration statement with respect to such shares and use its best efforts to
cause such registration statement to become and remain effective for at least
nine (9) months;




(b)
prepare and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary to keep such registration statement effective for at least nine months
and to comply with the provisions of the Securities Act with respect to the sale
or other disposition of all Warrant Shares covered by such registration
statement;




(c)
furnish to the Holder a suitable number of copies of all preliminary and final
prospectuses to enable the Holder to comply with the requirements of the
Securities Act, and such other documents as the Holder may reasonably request in
order to facilitate the public sale or other disposition of the Warrant
Shares;










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(d) use
its best efforts to register or qualify the Warrant Shares covered by such
registration statement under such securities or blue sky laws of such
jurisdictions as the Holder shall reasonably request and where registration or
qualification will not involve unreasonable expense or delay and provided,
however, that the Company will not have to register or qualify in any state in
which solely because of such registration or qualification it would have to
qualify to do business; and the Company shall do any and all other reasonable
acts and things which may be necessary or advisable to enable the Holder to
consummate the public sale or other disposition of the Warrant Shares in such
jurisdictions;




(e)
notify the Holder, at any time when a prospectus relating to the Warrant Shares
is required to be delivered under the Securities Act within the appropriate
period mentioned in clause (b) of this Section 4.3, of the happening of any
event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
then existing, and at the request of the Holder prepare and furnish to the
Holder a reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of the Warrant Shares, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing; and




(f)
exercise its best efforts to furnish, at the request of the Holder on the date
that the Warrant Shares are delivered to the underwriters for sale pursuant to
such registration or, if the Warrant Shares are not being sold through
underwriters, on the date that the registration statements with respect to such
Warrant Shares are declared effective, (1) an opinion, dated such date, of the
counsel representing the Company for the purposes of such registration,
addressed to the Holder, stating that such registration statement has become
effective under the Securities Act and that (i) to the best of the knowledge of
such counsel, no stop order suspending the effectiveness thereof has been issued
and no proceedings for that purpose have been instituted or are pending or
contemplated under the Securities Act; (ii) the registration statement, the
related prospectus, and each amendment or supplement thereto, comply as to form
in all material respects with the requirements of the Securities Act and the
applicable rules and regulations of the Commission thereunder (except that such
counsel need express no opinion as to financial statements and other financial
data contained therein); and (iii) such counsel has no reason to believe that
either the registration statement or the prospectus, or any amendment or
supplement thereto, contains any untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading; and (2) a letter dated such date, from the
independent certified public accountants of the Company, stating that they are
independent certified public accountants within the meaning of the Securities
Act and the rules and regulations of the Commission thereunder and that in the
opinion of such accountants, the financial statements and other financial data
of the Company included in the registration statement or the prospectus, or any
amendment or supplement thereof, comply as to form in all material respects with
the applicable accounting requirements of the Securities Act and the rules and
regulations of the Commission thereunder. Such letter from the independent
certified public accountants shall additionally cover such other financial
matters (including information as to periods ending not more than five business
days prior to the date of such letter) as the Holder may reasonably
request.




If the
Holder exercises its rights to have the Warrant Shares registered, it is
understood that the Holder shall furnish to the Company such information
regarding the securities held by it and the intended method of disposition
thereof as the Company shall reasonably request and as shall be required in
connection with the action to be taken by the Company.




4.4
 All
Registration Expenses incurred in connection with any registration pursuant to
this Warrant Certificate shall be borne by the Company. All Selling Expenses in
connection with any registration pursuant to this Warrant Certificate shall be
borne by the Holder.




For
purposes of Section 4.4, all expenses incurred by the Company in complying with
Section 4.3, including, without limitation, all registration and filing fees,
fees and expenses of complying with securities and blue sky laws, printing
expenses, and fees and disbursements of counsel and of independent public
accountants for the Company (including the expense of any special audits in
connection with any such registration), are herein called "Registration
Expenses", and all underwriting discounts and selling commissions applicable to
the Warrant Shares covered by any such registration and all fees and
disbursements of counsel for the Holder are herein called "Selling
Expenses".










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4.5 In
the event of any registration of any Warrant Shares under the Securities Act
pursuant to this Warrant Certificate, the Company shall indemnify and hold
harmless the Holder, each underwriter of such shares, if any, each broker, and
any other person, if any, who controls any of the foregoing persons within the
meaning of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which any of the foregoing persons may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any registration statement under which the Warrant Shares were
registered under the Securities Act, any preliminary prospectus or final
prospectus contained therein, or any amendment or supplement thereto, or any
document incident to registration or qualification of any Warrant Shares
pursuant to paragraph 4.3(d) above, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading or,
with respect to any prospectus, necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading, or any
violation by the Company of the Securities Act or state securities or blue sky
laws applicable to the Company and relating to action or inaction required of
the Company in connection with such registration or registration or
qualification under such state securities or blue sky laws; and shall reimburse
the Holder and such underwriter, broker or other person acting on behalf of the
Holder and each such controlling person for any legal or any other expenses
reasonably incurred by any of them in connection with investigating or defending
any such loss, claim, damage, liability or action; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage, or liability arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission made in reliance
upon and in conformity with written information furnished to the Company in an
instrument duly executed by the Holder or such underwriter specifically for use
in the preparation thereof. The indemnity agreement set forth in this Section
4.5, insofar as it relates to any such omission, alleged omission, untrue
statement or alleged untrue statement made in a preliminary prospectus but
eliminated or remedied in the final prospectus, shall not inure to the benefit
of any of the beneficiaries named in this Section 4.5 whose responsibility it
was to send, furnish or give a copy of the final prospectus to a person
asserting a claim for which indemnification is sought (the "Claimant") unless a
copy of the final prospectus was so sent, furnished or given to the Claimant at
or prior to the time such action is required by the Act.




Before
Warrant Shares held or purchasable by the Holder shall be included in any
registration pursuant to this Warrant Certificate, the Holder and any
underwriter acting on its behalf shall have agreed to indemnify and hold
harmless (in the same manner and to the same extent as set forth in the
preceding paragraph) the Company, each director of the Company, each officer of
the Company who shall sign such registration statement and any person who
controls the Company within the meaning of the Securities Act, with respect to
any failure of the Holder or such underwriter to comply with all laws, rules and
regulations in connection with the offer and sale of Warrant Shares, or any
statement or omission from such registration statement, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereto, if such statement or omission was made in reliance upon and in
conformity with written information furnished to the Company in an instrument
duly executed by the Holder or such underwriter specifically for use in the
preparation of such registration statement, preliminary prospectus, final
prospectus or amendment or supplement.

 







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Promptly
after receipt by an indemnified party of notice of the commencement of any
action involving a claim referred to in the preceding paragraphs of this Section
4.5, such indemnified party will, if a claim in respect thereof is to be made
against an indemnifying party, give written notice to the indemnifying party of
the commencement of such action. In case any such action is brought against an
indemnified party, the indemnifying party will be entitled to participate in and
to assume the defense thereof, jointly with any other indemnifying party
similarly notified to the extent that it may wish, with counsel reasonably
satisfactory to such indemnified party, and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party will not be liable to such indemnified party for
any legal or other expenses subsequently incurred by the latter in connection
with the defense thereof.




5. Reservation
of Warrant Shares




The
Company covenants that it will at all times reserve and keep available out of
its authorized Common Stock, solely for the purpose of issue upon exercise of
the Warrants, such number of shares of Common Stock as shall then be issuable
upon the exercise of all outstanding Warrants. The Company covenants that all
shares of Common Stock which shall be issuable upon exercise of the Warrants
shall be duly and validly issued and fully paid and non-assessable and free from
all taxes, liens and charges with respect to the issue thereof.




6. Loss
or Mutilation




Upon
receipt by the Company of reasonable evidence of the ownership of and the loss,
theft, destruction or mutilation of any Warrant Certificate and, in the case of
loss, theft or destruction, of indemnity reasonably satisfactory to the Company,
or, in the case of mutilation, upon surrender and cancellation of the mutilated
Warrant Certificate, the Company shall execute and deliver in lieu thereof a new
Warrant Certificate representing an equal number of Warrants.

 






7.
Adjustment
of Purchase Price and Number of Warrant Shares
Deliverable






7.1 The
Purchase Price and the number of shares of Common Stock purchasable pursuant to
this Warrant shall be subject to adjustment from time to time as hereinafter set
forth in this Article 7. Whenever reference is made in this Article 7 to the
issue or sale of shares of Common Stock, or simply shares, such term shall mean
any stock of any class of the Company other than preferred stock with a fixed
limit on dividends and a fixed amount payable in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company. The shares
issuable upon exercise of the Warrants shall however be shares of Common Stock
of the Company, par value $0.00l per share, as constituted at the date hereof,
except as otherwise provided in Sections 7.3 and 7.4.




7.2 In case
the Company shall at any time change as a whole, by subdivision or combination
in any manner or by the making of a stock dividend, the number of outstanding
shares into a different number of shares, with or without par value, (i) the
number of shares which immediately prior to such change the holder of each
Warrant shall have been entitled to purchase pursuant to this Warrant shall be
increased or decreased in direct proportion to the increase or decrease,
respectively, in the number of shares outstanding immediately prior to such
change, and (ii) the Purchase Price in effect immediately prior to such change
shall be increased or decreased in inverse proportion to such increase or
decrease in the number of such shares outstanding immediately prior to such
change. For the purpose of this Section 7.2, the number of shares outstanding at
any given time shall not include shares in the treasury of the
Company.

 







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7.3 In case
of any capital reorganization or any reclassification of the capital stock of
the Company or in case of the consolidation or merger of the Company with
another corporation, or in case of any sale, transfer or other disposition to
another corporation of all or substantially all the property, assets, business
and good will of the Company, the holder of each Warrant shall thereafter be
entitled to purchase (and it shall be a condition to the consummation of any
such reorganization, reclassification, consolidation, merger, sale, transfer or
other disposition that appropriate provision shall be made so that such holder
shall thereafter be entitled to purchase) the kind and amount of shares of stock
and other securities and property receivable in such transaction which a
shareholder receives who holds the number of shares which the Warrant entitled
the holder to purchase immediately prior to such capital reorganization,
reclassification of capital stock, consolidation, merger, sale, transfer or
other disposition; and in any such case appropriate adjustments shall be made in
the application of the provisions of this Article 7 with respect to rights and
interests thereafter of the holder of the Warrants to the end that the
provisions of this Article 7 shall thereafter be applicable, as nearly as
reasonably may be, in relation to any shares or other property thereafter
purchasable upon the exercise of the Warrants.




7.4 In the
event the Company shall declare a dividend upon the Common Stock payable
otherwise than out of earnings or earned surplus or otherwise than in shares of
Common Stock or in stock or obligations directly or indirectly convertible into
or exchangeable for such shares, the holder of each Warrant shall, upon exercise
of the Warrant, be entitled to purchase, in addition to the number of shares
deliverable upon such exercise, against payment of the Warrant Price therefor
but without further consideration, the cash, stock or other securities or
property which the holder of the Warrant would have received as dividends
(otherwise than out of such earnings or earned surplus and otherwise than in
shares or in obligations convertible into or exchangeable for Common Stock) if
continuously since the date hereof such holder (i) had been the holder of record
of the number of shares deliverable upon such exercise and (ii) had retained all
dividends in stock or other securities (other than shares or such convertible or
exchangeable stock or obligations) paid or payable in respect of said number of
shares or in respect of any such stock or other securities so paid or payable as
such dividends.




7.5 No
certificate for fractional shares shall be issued upon the exercise of the
Warrants, but in lieu thereof the Company shall purchase any such fractional
interest calculated to the nearest cent.




7.6 Whenever
the Purchase Price is adjusted as herein provided, the Company shall forthwith
deliver to each Warrant holder a statement signed by the President of the
Company and by its Treasurer or Secretary stating the adjusted Purchase Price
and number of shares determined as herein specified. Such statement shall show
in detail the facts requiring such adjustment, including a statement of the
consideration received by the Company for any additional stock
issued.

 







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7.7 In the
event at any time:




(i)  The
Company shall pay any dividend payable in stock upon its Common Stock or make
any distribution (other than cash dividends) to the holders of its Common Stock;
or




(ii)  The
Company shall offer for subscription pro rata to the holders of its Common Stock
any additional shares of stock of any class or any other rights; or

 

(iii) The Company shall effect any capital
reorganization or any reclassification of or change in the outstanding capital
stock of the Company (other than a change in par value, or a change from par
value to no par value, or a change from no par value to par value, or a change
resulting solely from a subdivision or combination of outstanding shares), or
any consolidation or merger, or any sale, transfer or other disposition of all
or substantially all its property, assets, business and good will as an
entirety, or the liquidation, dissolution or winding up of the Company;
or


 

(iv)  The
Company shall declare a dividend upon its Common Stock payable otherwise than
out of earnings or earned surplus or otherwise than in Common Stock or any stock
or obligations directly or indirectly convertible into or exchangeable for
Common Stock;




then, in
any such case, the Company shall cause at least thirty days' prior notice to be
mailed to the registered holder of each Warrant at the address of such holder
shown on the books of the Company. Such notice shall also specify the date on
which the books of the Company shall close, or a record be taken, for such stock
dividend, distribution or subscription rights, or the date on which such
reclassification, reorganization, consolidation, merger, sale, transfer,
disposition, liquidation, dissolution, winding up or dividend, as the case may
be, shall take place, and the date of participation therein by the holders of
shares if any such date is to be fixed, and shall also set forth such facts with
respect thereto as shall be reasonably necessary to indicate the effect of such
action on the rights of the holders of the Warrants.




7.8 All other
provisions hereof notwithstanding, if at any time immediately following the date
hereof until the Expiration Date, the Company issues (enters into a binding
contract to issue) any shares (the “Additional Shares”) of the Company’s Common
Stock or Common Stock equivalents including indebtedness convertible into Common
Stock or preferred stock convertible into Common Stock or warrants exercisable
for Common Stock (the “Common Stock Equivalents”), to any third party (a “Third
Party”) for a price per share (the “Third Party Price Per Share”), which in the
case of Common Stock Equivalents shall be the applicable conversion ratio or
exercise price, that is less than the Purchase Price per share designated in
Section 1 herein (as adjusted for stock splits, stock dividends,
recapitalizations and other adjustments to the Company’s Common Stock as a
whole) then, promptly after issuance of the Additional Shares or Common Stock
Equivalents, the Company shall issue to the Subscriber (without payment of
additional consideration by the Subscriber) that number of additional shares of
the Company’s Common Stock equal to the difference between (a) the total
consideration paid by the Subscriber pursuant hereto divided by the Third Party
Price Per Share and (b) the number of shares issued to the Subscriber pursuant
hereto if the Subscriber has already exercised the Warrant into Common Stock or
shall adjust the Purchase Price per share designated in Section 1 to equal the
Third Party Price Per Share. This provision shall not apply to issuances
pursuant to currently outstanding options, rights and/or warrants. The delivery
to the Subscriber of the additional shares of Common Stock shall be not later
than the closing date of the transaction giving rise to the requirement to issue
additional shares of Common Stock. 










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8. Governing
Law




8.1 This
Warrant Certificate shall be governed by and construed in accordance with the
laws of the State of New York.




IN
WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
executed by its officers thereunto duly authorized and its corporate seal to be
affixed hereon as of the 31st day of
March,
2005.

 


	 	 	 
	 	PREFERRED VOICE,
      INC.
	 
 	 
 	 
 
		By:  	/s/ 
	 	
      

      Chief Executive Officer
	 	Title 



 






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