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                                                                    Exhibit 20.2
                        APPLIED VOICE RECOGNITION, INC.
                  DISSENTERS' NOTICE TO CERTAIN SHAREHOLDERS


     Pursuant to the provisions of Sections 16-10a-1302 and 16-10a-1320 of the
Utah Revised Business Corporation Act (the "Act"), Applied Voice Recognition,
Inc., a Utah corporation (the "Non-Surviving Corporation"), hereby provides the
following notice (this "Notice") to its shareholders (the "Notified
Shareholders"):

     1.   On September 26, 1997 the Board of Directors approved the Plan and
Agreement of Merger (the "Merger Plan," a copy of which is available from the
Assistant Secretary at the address listed in Paragraph 4 of this Notice) by and
between the Non-Surviving Corporation and Applied Voice Recognition, Inc., a
Delaware corporation and a wholly-owned subsidiary of the Non-Surviving
Corporation (the "Merger Sub"), and recommended that the shareholders of the
Non-Surviving Corporation consider and approve the Merger Plan.  On November 28
and December 3, 1997, certain shareholders of the Non-Surviving Corporation
holding the voting rights with respect to more than a majority of those shares
of common stock and Series A Preferred Stock of the Non-Surviving Corporation
entitled to vote on the Merger Plan executed those certain Written Consents of
Shareholders in Lieu of Special Meeting (copies of which are available from the
Assistant Secretary at the address listed in Paragraph 4 of this Notice) by
which they ratified, affirmed, adopted and approved the Merger Plan.

     2.   On or about January 26, 1998 the Non-Surviving Corporation and the
Merger Sub will cause Articles of Merger to be filed with the Secretary of State
of Utah and a Certificate of Ownership and Merger to be filed with the Secretary
of State of Delaware.

     3.   As a result of the actions specified in Paragraphs 1 and 2 above, the
Non-Surviving Corporation will merge (the "Merger") with and into the Merger Sub
(the corporation resulting from this merger is referred to hereinafter as the
"Surviving Corporation") effective on the date of the filings referred to in
Paragraph 2 above (the "Effective Time"), and in connection therewith, and
pursuant to the terms of the Merger Plan, at the Effective Time:

          (a) The separate corporate existence of the Non-Surviving Corporation
will cease and the Surviving Corporation will succeed to all of the assets and
liabilities of the Non-Surviving Corporation.

          (b) The charter and bylaws of the Merger Sub in effect immediately
prior to the Merger (copies of which are available from the Assistant Secretary
at the address listed in Paragraph 4 of this Notice) will become the charter and
bylaws of the Surviving Corporation (rather than the charter and bylaws of the
Non-Surviving Corporation).

          (c) The officers and directors of the Non-Surviving Corporation in
office immediately prior to the Merger will become the officers and directors of
the Surviving Corporation.

          (d) All of the shares of capital stock of the Merger Sub held by the
Non-Surviving Corporation immediately prior to the Merger will be cancelled.
Subject to the exercise of dissenters' 

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rights pursuant to Sections 16-10a-1301 to 16-10a-1331 of the Act, inclusive
(the "Dissenter Provisions"), each share of common stock, par value $.001 per
share, and each share of Series A Preferred Stock, par value $.10 per share, of
the Non-Surviving Corporation, including those shares held by the Notified
Shareholders (the "Shareholders' Shares"), will be converted into one fully paid
and non-assessable share of common stock, par value $.001 per share (the
"Delaware Common Stock"), or one fully paid and non-assessable share of Series A
Preferred Stock, par value $.10 per share (the "Delaware Preferred Stock"), of
the Surviving Corporation, respectively.

          (e) All other effects specified in the Merger Plan as resulting from
the Merger will occur.

     4.   In lieu of receiving those shares of Delaware Common Stock or Delaware
Preferred Stock, as the case may be, into which the Shareholders' Shares were
converted pursuant to the Merger Plan, a Notified Shareholder may be entitled to
assert dissenters' rights under the Dissenter Provisions (a copy of which is
attached hereto as APPENDIX A).  In order to assert such dissenters' rights, a
Notified Shareholder must (i) make a demand for payment by completing the
attached form (the "Demand Form"), (ii) mail the Demand Form to the Surviving
Corporation by first class mail to the following address (an addressed stamped
envelope is enclosed):

                        Applied Voice Recognition, Inc.
                        4615 Post Oak Place, Suite 111
                             Houston, Texas 77027
                Attn: William T. Kennedy/Demand Notice Enclosed

THE DEMAND FORM MUST BE RECEIVED AT THE ADDRESS ABOVE NO LATER THAN JANUARY 22,
1998.  A NOTIFIED SHAREHOLDER WISHING TO ASSERT DISSENTERS' RIGHTS MUST INCLUDE
ANY CERTIFICATE(S) REPRESENTING THE CAPITAL STOCK OF THE NON-SURVIVING
CORPORATION WITH THE DEMAND FORM.

     5.   If any Notified Shareholder who is a record shareholder dissents with
respect to any shares held by any one or more beneficial shareholders, each
beneficial shareholder must certify to the corporation that both he or she and
the record shareholders of all shares beneficially by him have asserted, or will
timely assert, dissenters' rights as to all the shares unlimited on the ability
to exercise dissenters' rights.

     6.   The Notified Shareholders are advised to seek the advice of
independent legal counsel in connection with their decision as to whether to
assert dissenters' rights.

     This Notice is dated on this 22 day of December, 1997.

                                    APPLIED VOICE RECOGNITION, INC.

                                         /S/ WILLIAM T. KENNEDY

                                         William T. Kennedy,
                                         Assistant Secretary

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                                  DEMAND FORM


     1.   The undersigned holder of _________ shares of common stock, par value
$.001 per share, and/or __________ shares of Series A Preferred Stock, par value
$.10 per share, (the "Dissenting Shares") of Applied Voice Recognition, Inc., a
Utah corporation, hereby declares the undersigned's intent to assert dissenters'
rights under Sections 16-10a-1301 to 16-10a-1331 of the Utah Revised Business
Corporation Act, as amended (the "Act"), inclusive, and hereby DEMANDS PAYMENT
for the Dissenting Shares in accordance therewith to be sent to the address set
forth below.

     2.   The undersigned hereby certifies that the undersigned acquired
beneficial ownership of the Dissenting Shares before the date the undersigned
received that certain Applied Voice Recognition, Inc. Dissenters' Notice to
Certain Shareholders to which this Demand Form was attached.

     3.   The undersigned hereby certifies that, if he or she is a record
shareholder and dissents with respect to any shares held by any one or more
beneficial shareholders, each beneficial shareholder will certify to the
corporation that both he or she and the record shareholders of all shares owned
beneficially by him or her have asserted, or will timely assert, dissenters'
rights as to all the shares unlimited on the ability to exercise dissenters'
rights.

This Demand Form is executed this ___ day of ___________, 199__.



                                         ----------------------------------
                                                [name of shareholder]

                                         ----------------------------------
 
NOTE: ADDRESS GIVEN WILL BE ADDRESS      ----------------------------------
TO WHICH PAYMENT IS SENT.                       
                                         ----------------------------------

                                         ----------------------------------
                                              [address of shareholder]

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