INTELLICALL, INC

                       1995 EMPLOYEE STOCK PURCHASE PLAN


         The following  constitute  the  provisions  of the 1995 Employee  Stock
Purchase Plan of Intellicall, Inc.

         1.  Purpose.  The  purpose of the Plan is to provide  employees  of the
Company and its Designated  Subsidiaries  with an opportunity to purchase Common
Stock of the Company through accumulated payroll deductions. It is the intention
of the Company to have the Plan qualify as an  "Employee  Stock  Purchase  Plan"
under  Section  423 of the  Internal  Revenue  Code of  1986,  as  amended.  The
provisions  of the Plan,  accordingly,  shall be  construed  so as to extend and
limit participation in a manner consistent with the requirements of that section
of the Code.

         2.       Definitions.

     (a) "Board" shall mean the Board of Directors of the Company.

     (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

     (c) "Common  Stock"  shall mean the common  stock,  $.01 par value,  of the
Company.

     (d) "Company" shall mean Intellicall, Inc., a Delaware corporation.

     (e)  "Compensation"  shall  mean all base  straight  time  gross  earnings,
including  payments  for  overtime,   shift  premium,   incentive  compensation,
incentive payments, bonuses, commissions and other compensation.

     (f) "Designated  Subsidiaries"  shall mean the Subsidiaries which have been
designated by the Board from time to time in its sole  discretion as eligible to
participate in the Plan.

     (g) "Employee"  shall mean any individual who is an employee of the Company
for purposes of tax withholding  under the Code whose customary  employment with
the Company or any Designated  Subsidiary is at least twenty (20) hours per week
and more than five (5) months in any  calendar  year.  For purposes of the Plan,
the  employment  relationship  shall be treated as  continuing  intact while the
individual  is on sick leave or other leave of absence  approved by the Company.
Where  the  period  of  leave  exceeds  90 days  and the  individual's  right to
reemployment is not guaranteed either by statute or by contract,  the employment
relationship will be deemed to have terminated on the 91st day of such leave.

     (h) "Enrollment Date" shall mean the first day of each Offering Period.


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     (i) "Exercise Date" shall mean the last day of each Offering Period.

     (j) "Fair  Market  Value" shall mean,  as of any date,  the value of Common
Stock determined as follows:

     (1) If the common Stock is listed on any  established  stock  exchange or a
national market system,  including without limitation the National Market System
of the National  Association of Securities  Dealers,  Inc.  Automated  Quotation
("NASDAQ") System, its Fair Market Value shall be the closing sale price for the
Common Stock (or the mean of the closing bid and asked prices,  if no sales were
reported),  as quoted on such exchange (or the exchange with the greatest volume
of  trading  in Common  Stock) or system on the date of such  determination,  as
reported  in the Wall  Street  Journal or such other  source as the Board  deems
reliable or;

     (2) If the  Common  Stock is quoted on the  NASDAQ  System  (but not on the
National  Market  System  thereof)  or  is  regularly  quoted  by  a  recognized
securities  dealer but selling  prices are not  reported,  its Fair Market Value
shall be the mean of the  closing bid and asked  prices for the Common  Stock on
the date of such  determination,  as reported in the Wall Street Journal or such
other source as the Board deems reliable or;

     (3) In the absence of an established  market for the Common Stock, the Fair
Market Value thereof shall be determined in good faith by the Board.

     (k) "Offering  Period" shall mean a period of approximately six (6) months,
commencing on the first Trading Day on or after January 1 and terminating on the
last Trading Day in the period  ending the  following  June 30, or commencing on
the first Trading Day on or after July 1 and terminating on the last Trading Day
in the period  ending the following  December 31 during which an option  granted
pursuant to the Plan may be exercised.

     (l) "Plan" shall mean this Employee Stock Purchase Plan.

     (m)  "Purchase  Price" shall mean an amount equal to 85% of the Fair Market
Value of a share  of  Common  Stock on the  first  Trading  Day on or after  the
Enrollment  Date or on the last  Trading  Day ending on the  following  Exercise
Date, whichever is lower.

     (n)  "Reserves"  shall mean the sum of the number of shares of Common Stock
covered by each option under the Plan which have not yet been  exercised and the
number of shares of Common Stock which have been  authorized  for issuance under
the Plan but not yet placed under option.

     (o) "Subsidiary"  shall mean a corporation,  domestic or foreign,  of which
not less than 50% of the voting  shares are held by the Company or a Subsidiary,
whether or not such corporation now exists or is hereafter organized or acquired
by the Company or a Subsidiary.


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     (p) "Trading Day" shall mean a day on which  national  stock  exchanges and
the NASDAQ System are open for trading.

     3. Eligibility.

     (a) Any Employee (as defined in Section  2(g)),  who has been  continuously
employed by the Company for at least three (3) consecutive  months and who shall
be  employed  by the  Company on a given  Enrollment  Date shall be  eligible to
participate in the Plan.

     (b) Any provisions of the Plan to the contrary notwithstanding, no Employee
shall be granted an option under the Plan (i) if,  immediately  after the grant,
such  Employee  (or any other  person  whose stock would be  attributed  to such
Employee  pursuant to Section 424(d) of the Code) would own capital stock of the
Company and/or hold  outstanding  options to purchase such stock possessing five
percent (5%) or more of the total combined  voting power or value of all classes
of the capital stock of the Company or of any Subsidiary,  or (ii) which permits
his or her rights to purchase  stock under all employee  stock purchase plans of
the Company and its  Subsidiaries to accrue at a rate which exceeds  twenty-five
thousand  dollars  ($25,000.00)  worth of stock  (determined  at the Fair Market
Value of the shares at the time such option is granted) for each  calendar  year
in which such option is outstanding at any time.

     4. Offering Periods.  The Plan shall be implemented by consecutive Offering
Periods with a new Offering  Period  commencing  on the first  Trading Day on or
after  January 1 and July 1 of each  year,  or on such  other  date as the Board
shall determine,  and continuing  thereafter until terminated in accordance with
Section 19 hereof.  The Board  shall  have the power to change the  duration  of
Offering  Periods  (including  the  commencement  dates thereof) with respect to
future  offerings  without  shareholder  approval if such change is announced at
least fifteen (15) days prior to the scheduled  beginning of the first  Offering
Period to be affected thereafter.

     5. Participation.

     (a) An eligible Employee may become a participant in the Plan by completing
a subscription  agreement  authorizing payroll deductions in the form of Exhibit
"A" to this Plan and filing it with the Company's  payroll  office at least five
(5) business days prior to the applicable  Enrollment Date,  unless a later time
for  filing  the  subscription  agreement  is set by the Board for all  eligible
Employees with respect to a given Offering Period.

     (b)  Payroll  deductions  for a  participant  shall  commence  on the first
payroll  following the Enrollment  Date and shall end on the last payroll in the
Offering  Period  to which  such  authorization  is  applicable,  unless  sooner
terminated by the participant as provided in Section 10 hereof.



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     6. Payroll Deductions.

     (a) At the time a participant files his or her subscription  agreement,  he
or she shall elect to have  payroll  deductions  made on each pay day during the
Offering Period in an amount not exceeding ten percent (10%) of the Compensation
which he or she  receives on each pay day during the  Offering  Period,  and the
aggregate of such payroll deductions during the Offering Period shall not exceed
ten percent (10%) of the participant's Compensation during said Offering Period.

     (b) All payroll  deductions made for a participant shall be credited to his
or her account under the Plan and will be withheld in whole  percentages only. A
participant may not make any additional payments into such account.

     (c) A participant may discontinue his or her  participation  in the Plan as
provided in Section 10 hereof,  or may  decrease  the rate of his or her payroll
deductions during the Offering Period by completing or filing with the Company a
new subscription  agreement  authorizing a change in payroll deduction rate. The
Board may, in its  discretion,  limit the number of  participation  rate changes
during any Offering Period. The change in rate shall be effective with the first
full payroll period following five (5) business days after the Company's receipt
of the new  subscription  agreement unless the Company elects to process a given
change in participation more quickly. A participant may not increase the rate of
his or her  payroll  deductions  during the  Offering  Period.  A  participant's
subscription  agreement shall remain in effect for successive  Offering  Periods
unless terminated as provided in Section 10 hereof.

     (d) Notwithstanding  the foregoing,  to the extent necessary to comply with
Section  423(b)(8) of the Code and Section 3(b) hereof, a participant's  payroll
deductions may be decreased to 0% at such time during any Offering  Period which
is  scheduled to end during the current  calendar  year (the  "Current  Offering
Period") that the aggregate of all payroll deductions which were previously used
to purchase stock under the Plan in a prior  Offering  Period which ended during
that calendar year plus all payroll  deductions  accumulated with respect to the
Current  Offering Period equal $21,250.  Payroll  deductions shall recommence at
the rate provided in such participant's  subscription agreement at the beginning
of the first Offering Period which is scheduled to end in the following calendar
year, unless terminated by the participant as provided in Section 10 hereof.

     (e) At the time the  option is  exercised,  in whole or in part,  or at the
time some or all of the Company's Common Stock issued under the Plan is disposed
of, the  participant  must make adequate  provision  for the Company's  federal,
state,  or other tax  withholding  obligations,  if any,  which  arise  upon the
exercise of the option or the  disposition of the Common Stock. At any time, the
Company may,  but will not be  obligated  to,  withhold  from the  participant's
compensation the amount necessary for the Company to meet applicable withholding
obligations, including any withholding required to make available to the Company
any tax  deductions or benefits  attributable  to sale or early  disposition  of
Common Stock by the Employee.


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     7. Grant of Option.  On the Enrollment Date of each Offering  Period,  each
eligible  Employee  participating  in such  Offering  Period shall be granted an
option  to  purchase  on the  Exercise  Date of  such  Offering  Period  (at the
applicable  Purchase  Price) up to a number of  shares of the  Company's  Common
Stock  determined by dividing such  Employee's  payroll  deductions  accumulated
prior to such Exercise Date and retained in the Participant's  account as of the
Exercise Date by the applicable Purchase Price;  provided that in no event shall
an Employee be permitted  to purchase  during each  Offering  Period more than a
number of Shares  determined  by dividing  $12,500 by the Fair Market Value of a
share of the Company's Common Stock on the Enrollment Date, and provided further
that such  purchase  shall be subject to the  limitations  set forth in Sections
3(b) and 12 hereof.  Exercise of the option shall occur as provided in Section 8
hereof,  unless the participant has withdrawn pursuant to section 10 hereof. The
option shall expire on the last day of the Offering Period.

     8.  Exercise of Option.  Unless a  participant  withdraws  from the Plan as
provided in Section 10 hereof, his or her option for the purchase of shares will
be exercised  automatically on the Exercise Date, and the maximum number of full
shares  subject  to  option  shall  be  purchased  for such  participant  at the
applicable  Purchase Price with the accumulated payroll deductions in his or her
account.  No  fractional  shares  will  be  purchased;  any  payroll  deductions
accumulated  in a  participant's  account which are not sufficient to purchase a
full share  shall be retained in the  participant's  account for the  subsequent
Offering Period, subject to earlier withdrawal by the participant as provided in
Section 10 hereof.  Any other monies left over in a participant's  account after
the Exercise Date shall be returned to the  participant.  During a participant's
lifetime,  a participant's  option to purchase  shares  hereunder is exercisable
only by him or her.

     9. Delivery. As promptly as practicable after each Exercise Date on which a
purchase of shares  occurs,  the  Company  shall  arrange  the  delivery to each
participant,  as appropriate, of a Certificate representing the shares purchased
upon exercise of his or her option.

     10. Withdrawal; Termination of Employment.

     (a) A  participant  may  withdraw  all but not less  than  all the  payroll
deductions  credited to his or her  account and not yet used to exercise  his or
her option under the Plan at any time by giving written notice to the Company in
the  form  of  Exhibit  "B" to  this  Plan.  All of  the  participant's  payroll
deductions  credited  to his or her  account  will be  paid to such  participant
promptly after receipt of notice of withdrawal,  and such  participant's  option
for the Offering Period will be automatically terminated, and no further payroll
deductions  for the purchase of shares will be made during the Offering  Period.
If a participant withdraws from an Offering Period,  payroll deductions will not
resume at the beginning of the succeeding Offering Period unless the participant
delivers to the Company a new subscription agreement.

     (b) Upon a  participant's  ceasing to be an Employee (as defined in Section
2(g) hereof), for any reason, including by virtue of his or her having failed to
remain an Employee of the Company for at least twenty (20) hours per week during
an Offering  Period in which the  Employee is a  participant,  he or she will be
deemed to have  elected to withdraw  from the Plan,  and the payroll  deductions
credited to such participant's account during the Offering Period but

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not yet used to exercise  the option  will be returned to such  participant
or, in the case of his or her death, to the person or persons  entitled  thereto
under Section 14 hereof,  and such  participant's  option will be  automatically
terminated.

     (c) A  participant's  withdrawal  from an Offering Period will not have any
effect upon his or her  eligibility to participate in any similar plan which may
hereafter  be adopted by the Company or in  succeeding  Offering  Periods  which
commence after the termination of the Offering Period from which the participant
withdraws.

     11.  Interest.  No interest  shall  accrue on the payroll  deductions  of a
participant in the Plan.

     12. Stock.

     (a) The maximum number of shares of the Company's  Common Stock which shall
be made  available for sale under the Plan shall be 300,000  shares,  subject to
adjustment upon changes in  capitalization of the Company as provided in Section
18 hereof.  If on a given  Exercise  Date the number of shares  with  respect to
which  options are to be exercised  exceeds the number of shares then  available
under the  Plan,  the  Board  shall  make a pro rata  allocation  of the  shares
remaining  available for purchase in as uniform a manner as shall be practicable
and as it shall determine to be equitable.

     (b) A participant  will have no interest or voting right in shares  covered
by his or her option until such option has been exercised.

     (c)  Shares  to be  delivered  to a  participant  under  the  Plan  will be
registered in the name of the  participant or in the name of the participant and
his or her spouse.

     13. Administration.

     (a)  Administrative  Body. The Plan shall be administered by the Board or a
committee  of members  of the Board  appointed  by the Board.  The Plan shall be
initially  administered by the Organization  and  Compensation  Committee of the
Board.  The Board or its committee  shall have full and exclusive  discretionary
authority to construe,  interpret  and apply the terms of the Plan, to determine
eligibility  and to adjudicate all disputed  claims filed under the Plan.  Every
finding, decision and determination made by the Board or its committee shall, to
the full extent permitted by law, be final and binding upon all parties. Members
of the Board who are eligible  Employees  are  permitted to  participate  in the
Plan, provided that:

     (1) Members of the Board who are  eligible to  participate  in the Plan may
not vote on any matter affecting the  administration of the Plan or the grant of
any option pursuant to the Plan.

     (2) If a committee is  established to administer the Plan, no member of the
Board  who is  eligible  to  participate  in the  Plan  may be a  member  of the
committee.


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     (b) Rule 16b-3  Limitations.  Notwithstanding  the provisions of Subsection
(a) of this  Section  13, in the event  that Rule  16b-3  promulgated  under the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  or any
successor  provision  ("Rule  16b-3")  provides  specific  requirements  for the
administrators  of plans of this type,  the Plan shall be only  administered  by
such  a body  and  in  such  a  manner  as  shall  comply  with  the  applicable
requirements  of Rule  16b-3.  Unless  permitted  by Rule 16b-3,  no  discretion
concerning  decisions  regarding  the Plan shall be afforded to any committee or
person that is not "disinterested" as that term is used in Rule 16b-3.

     14. Designation of Beneficiary.

     (a) A participant may file a written designation of a beneficiary who is to
receive any shares and cash,  if any, from the  participant's  account under the
Plan in the event of such participant's  death subsequent to an Exercise Date on
which the option is exercised but prior to delivery to such  participant of such
shares and cash. In addition,  a participant may file for written designation of
a beneficiary  who is to receive any cash from the  participant's  account under
the Plan in the  event of such  participant's  death  prior to  exercise  of the
option.  If a participant is married and the  designated  beneficiary is not the
spouse, spousal consent shall be required for such designation to be effective.

     (b) Such  designation of beneficiary  may be changed by the  participant at
any time by written  notice.  In the event of the death of a participant  and in
the absence of a beneficiary  validly designated under the Plan who is living at
the time of such  participant's  death,  the Company  shall  deliver such shares
and/or cash to the executor or  administrator  of the estate of the participant,
or if no such executor or administrator  has been appointed (to the knowledge of
the Company),  the Company,  in its  discretion,  may deliver such shares and/or
cash  to the  spouse  or to any  one or  more  dependents  or  relatives  of the
participant,  or if no spouse,  dependent  or relative is known to the  Company,
then to such other person as the Company may designate.

     15. Transferability. Neither payroll deductions credited to a participant's
account nor any rights  with  regard to the  exercise of an option or to receive
shares  under  the Plan  may be  assigned,  transferred,  pledged  or  otherwise
disposed of in any way (other than by will, the laws of descent and distribution
or as provided  in Section 14 hereof) by the  participant.  Any such  attempt at
assignment,  transfer,  pledge or other  disposition  shall be  without  effect,
except that the Company may treat such act as an election to withdraw funds from
an Offering Period in accordance with Section 10 hereof.

     16. Use of Funds.  All payroll  deductions  received or held by the Company
under the Plan may be used by the Company  for any  corporate  purpose,  and the
Company shall not be obligated to segregate such payroll deductions.

     17. Reports. Individual accounts will be maintained for each participant in
the Plan.  Statements  of account  will be given to  participating  Employees at
least  annually,  which  statements  will  set  forth  the  amounts  of  payroll
deductions, the Purchase Price, the number of shares purchased and the remaining
cash balance, if any.

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     18. Adjustments Upon Changes in Capitalization,  Dissolution,  Liquidation,
Merger or Asset Sale.

     (a)  Changes  in  Capitalization.  Subject  to any  required  action by the
shareholders  of the  Company,  the  Reserves as well as the prices per share of
Common  Stock  covered  by each  option  under  the Plan  which has not yet been
exercised shall be proportionately  adjusted for any increase or decrease in the
number of issued shares of Common Stock  resulting  from a stock split,  reverse
stock split,  stock  dividend,  combination  or  reclassification  of the Common
Stock, or any other increase or decrease in the number of shares of Common Stock
effected  without receipt of consideration  by the Company;  provided,  however,
that conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration."  Such adjustment shall
be made by the  Board,  whose  determination  in that  respect  shall be  final,
binding and conclusive.  Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities  convertible  into shares
of stock of any class,  shall affect,  and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common  Stock  subject
to an option.

     (b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Offering Period will terminate immediately prior
to the  consummation of such proposed action,  unless otherwise  provided by the
Board.

     (c)  Merger  or  Asset  Sale.  In the  event of a  proposed  sale of all or
substantially  all of the assets of the  Company,  or the merger of the  Company
with or into another corporation, each option under the Plan shall be assumed or
an equivalent  option shall be substituted  by such  successor  corporation or a
parent or subsidiary of such successor corporation, unless the Board determines,
in the  exercise  of its  sole  discretion  and in lieu of  such  assumption  or
substitution,  to shorten the Offering  Period then in progress by setting a new
Exercise  Date (the "New  Exercise  Date").  If the Board  shortens the Offering
Period then in progress in lieu of assumption or  substitution in the event of a
merger or sale of assets, the Board shall notify each participant in writing, at
least ten (10) business days prior to the New Exercise  Date,  that the Exercise
Date for his  option  has been  changed  to the New  Exercise  Date and that his
option will be exercised automatically on the New Exercise Date, unless prior to
such date he has  withdrawn  from the Offering  Period as provided in Section 10
hereof.  For purposes of this paragraph,  an option granted under the Plan shall
be deemed to be assumed if,  following the sale of assets or merger,  the option
confers the right to  purchase,  for each share of option  stock  subject to the
option  immediately  prior to the sale of assets or  merger,  the  consideration
(whether stock,  cash or other  securities or property)  received in the sale of
assets or merger by holders of Common  Stock for each share of Common Stock held
on the  effective  date of the  transaction  (and if such holders were offered a
choice of  consideration,  the type of consideration  chosen by the holders of a
majority of the outstanding shares of Common Stock); provided,  however, that if
such  consideration  received  in the sale of assets or  merger  was not  solely
common stock of the successor  corporation  or its parent (as defined in Section
424(e)  of the  Code),  the  Board  may,  with  the  consent  of  the  successor
corporation and the  participant,  provide for the  consideration to be received
upon  exercise  of the  option  to be  solely  common  stock  of  the  successor
corporation  or  its  parent  equal  in  fair  market  value  to the  per  share
consideration  received  by  holders  of Common  Stock and the sale of assets or
merger.

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     19. Amendment or Termination.

     (a) The Board  may at any time and for any  reason  terminate  or amend the
Plan.  Except as provided in Section 18 hereof,  no such  termination can affect
options previously  granted,  provided that an Offering Period may be terminated
by the Board of Directors on any Exercise Date if the Board  determines that the
termination  of the  Plan  is in the  best  interests  of the  Company  and  its
shareholders. Except as provided in Section 18 hereof, no amendment may make any
change in any option  theretofore  granted which adversely affects the rights of
any  participant.  To the extent  necessary  to comply  with Rule 16b-3 or under
Section  423 of the  Code  (or any  successor  rule or  provision  or any  other
applicable law or regulation),  the Company shall obtain shareholder approval in
such a manner and to such a degree as required.

     (b)  Without   shareholder  consent  and  without  regard  to  whether  any
participant  rights may be considered  to have been  "adversely  affected,"  the
Board (or its committee) shall be entitled to change the Offering Periods, limit
the frequency and/or number of changes in the amount withheld during an Offering
Period,  establish  the  exchange  ratio  applicable  to amounts  withheld  in a
currency other than U.S.  dollars,  permit payroll  withholding in excess of the
amount  designated by a participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections,  establish
reasonable  waiting and  adjustment  periods  and/or  accounting  and  crediting
procedures  to ensure that amounts  applied  toward the purchase of Common Stock
for  each  participant  properly  correspond  with  amounts  withheld  from  the
participant's  compensation,  and establish such other limitations or procedures
as the Board (or its  committee)  determines  in its sole  discretion  advisable
which are consistent with the Plan.

     20. Notices.  All notices or other  communications  by a participant to the
Company under or in connection  with this Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location,  or by
the person, designated by the Company for the receipt thereof.

     21.  Conditions  Upon  Issuance of Shares.  Shares shall not be issued with
respect to an option  unless the  exercise of such option and the  issuance  and
delivery of such  shares  pursuant  thereto  shall  comply  with all  applicable
provisions  of law,  domestic or foreign,  including,  without  limitation,  the
Securities  Act of 1933,  as amended,  the  Securities  Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder,  and the requirements
of any stock  exchange  upon which the  shares may then be listed,  and shall be
further  subject to the approval of counsel for the Company with respect to such
compliance.

     As a condition  to the  exercise of an option,  the Company may require the
person  exercising  such option to represent and warrant at the time of any such
exercise that the shares are being purchased only for investment and without any
present  intention  to sell or  distribute  such  shares  if, in the  opinion of
counsel  for  the  company,  such a  representation  is  required  by any of the
aforementioned applicable provisions of law.

     22. Term of Plan. The Plan shall become effective upon the earlier to occur
of its adoption by the Board or Directors or its approval by the shareholders of
the  Company.  It shall  continue in effect for a term of ten (10) years  unless
sooner terminated under Section 19 hereof.


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     23.  Additional  Restrictions  of Rule 16b-3.  The terms and  conditions of
options granted  hereunder to, and the purchase of shares by, persons subject to
Section 16 of the Exchange Act shall comply with the  applicable  provisions  of
Rule  16b-3.  This Plan  shall be  deemed to  contain,  and such  options  shall
contain,  and the shares issued upon exercise  thereof shall be subject to, such
additional  conditions  and  restrictions  as may be  required  by Rule 16b-3 to
qualify for the  maximum  exemption  from  Section 16 of the  Exchange  Act with
respect to Plan transactions.


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                                  EXHIBIT "A"

                                INTELLICALL,INC

                       1995 EMPLOYEE STOCK PURCHASE PLAN

                             SUBSCRIPTION AGREEMENT


_____    Original Application              Enrollment Date: __________________
_____    Change in Payroll Deduction Rate
_____    Change of Beneficiary(ies)

1.       ______________________________________________ hereby elects to 
         participate in the Intellicall, Inc. 1995 Employee Stock Purchase Plan 
         (the "Employee Stock Purchase Plan") and subscribes to purchase shares 
         of the Company's Common Stock in accordance with this Subscription 
         Agreement and the Employee Stock Purchase Plan.

2.       I hereby authorize payroll  deductions from each paycheck in the amount
         of ______% of my Compensation on each payday (not to exceed 10%) during
         the Offering  Period in  accordance  with the Employee  Stock  Purchase
         Plan. (Please note that no fractional percentages are permitted.)

3.       I understand that said payroll  deductions shall be accumulated for the
         purchase of shares of Common  Stock at the  applicable  Purchase  Price
         determined  in  accordance  with the Employee  Stock  Purchase  Plan. I
         understand  that if I do not  withdraw  from an  Offering  Period,  any
         accumulated  payroll deductions will be used to automatically  exercise
         my option.

4.       I have received a copy of the complete "Intellicall, Inc. l995 Employee
         Stock  Purchase  Plan."  I  understand  that  my  participation  in the
         Employee Stock Purchase Plan is in all respects subject to the terms of
         the Plan.  I  understand  that the grant of the  option by the  Company
         under this Subscription  Agreement is subject to obtaining  shareholder
         approval of the Employee Stock Purchase Plan.

5.       Shares purchased for me under the Employee Stock Purchase Plan should 
         be issued in the name(s) of (employee or employee and spouse only):
                                                                      .
6.       I understand that if I dispose of any shares received by me pursuant 
         to the Plan within 2 years after the Enrollment Date (the first day
         of the Offering Period during which I purchased such shares), I will
         be treated for federal income tax purposes as having received 
         ordinary income at the time of such disposition in an amount equal 
         to the excess of the fair market value of the shares at the time 
         such shares were delivered to me over the price which I paid for 
         the shares.  I hereby agree to notify the Company in writing within
         30 days after the date of any disposition of my shares and I will 
         make adequate provision for Federal, state or other tax withholding
         obligations, if any,

                                   Page A-1

<PAGE>



         which arise upon the disposition of the Common Stock.  The Company may,
         but will not be obligated to, withhold from my compensation  the amount
         necessary to meet any applicable  withholding  obligation including any
         withholding  necessary  to  make  available  to  the  Company  any  tax
         deductions or benefits  attributable  to sale or early  disposition  of
         Common  Stock by me. If I dispose of such  shares at any time after the
         expiration of the 2-year holding  period,  I understand  that I will be
         treated for federal income tax purposes as having  received income only
         at the time of such disposition,  and that such income will be taxed as
         ordinary  income only to the extent of an amount equal to the lesser of
         (1) the  excess of the fair  market  value of the shares at the time of
         such  disposition  over the purchase price which I paid for the shares,
         or (2) 15% of the fair  market  value of the shares on the first day of
         the Offering Period.  The remainder of the gain, if any,  recognized on
         such disposition will be taxed as capital gain.

7.       I hereby agree to be bound by the terms of the Employee  Stock Purchase
         Plan. The  effectiveness  or this  Subscription  Agreement is dependent
         upon my eligibility to participate in the Employee Stock Purchase Plan.

8.       In the  event of my  death,  I hereby  designate  the  following  as my
         beneficiary(ies)  to receive all  payments  and shares due me under the
         Employee Stock Purchase Plan:


         Name:  (Please print)
                     (First)                    (Middle)                  (Last)

         Relationship
                                   (Address)


         Name:  (Please print)
                     (First)                    (Middle)                  (Last)

         Relationship

                                   (Address)


         Employee's Social Security No.:

         Employee's Address:




                                    
                                    Page A-2

<PAGE>



I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN
EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED
BY ME.


Dated:
                               Signature of Employee


                               Signature of Spouse (If beneficiary is someone
                               other than spouse)



                                    Page A-3

<PAGE>


                                  EXHIBIT "B"

                                INTELLICALL, INC

                       1995 EMPLOYEE STOCK PURCHASE PLAN

                              NOTICE OF WITHDRAWAL


         The undersigned  participant in the Offering Period of the Intellicall,
Inc. 1995 Employee Stock  Purchase Plan which began on  _______________________,
19_____  (the  "Enrollment  Date")  hereby  notifies  the Company that he or she
hereby withdraws from the Offering Period.  He or she hereby directs the Company
to pay to the undersigned as promptly as practicable all the payroll  deductions
credited  to his or her  account  with  respect  to such  Offering  Period.  The
undersigned  understands  and agrees  that his or her  option for such  Offering
Period will be automatically  terminated.  The undersigned  understands  further
that no further  payroll  deductions  will be made for the purchase of shares in
the current Offering Period and the undersigned shall be eligible to participate
in  succeeding  Offering  Periods  only  by  delivering  to  the  Company  a new
Subscription Agreement.

                        Name and Address of Participant:








                                       Signature

                                       Date:





                                    Page B-1