EXHIBIT 10.42

                                IPVOICE.COM, INC.
                             2000 STOCK OPTION PLAN


1. GRANT OF OPTIONS;  GENERALLY.  In accordance with the provisions  hereinafter
set forth in this stock option plan, the name of which is the  IPVOICE.COM  2000
STOCK  OPTION PLAN (the  "Plan"),  the Board of  Directors  (the  "Board") or, a
committee  designated  by the Board as the  stock  compensation  committee  (the
"Stock  Compensation  Committee") of IPVoice.com,  Inc. (the  "Corporation")  is
hereby authorized to issue from time to time on the Corporation's  behalf to any
one or more Eligible Persons, as hereinafter defined,  options to acquire shares
of the Corporation's $.001 par value per share common stock (the "Stock").

2. TYPE OF OPTIONS AND AWARDS. The Board or the Stock Compensation  Committee is
authorized to issue non-qualified  awards ("Award" or "Awards")and options which
meet the  requirements  of Section 422 of the Internal  Revenue Code of 1986, as
amended (the "Code"),  which options are hereinafter referred to collectively as
ISO's, or singularly as an ISO. The Board or the Stock Compensation Committee is
also,  in its  discretion,  authorized to issue options and Awards which are not
ISO's,  which options and Awards are  hereinafter  referred to  collectively  as
NSO's, or singularly as an NSO. The Board or the Stock Compensation Committee is
also  authorized  to issue  "Reload  Options" in  accordance  with  Paragraph 10
herein,  which  options  are  hereinafter  referred  to  collectively  as Reload
Options, or singularly as a Reload Option. Except where the context indicates to
the  contrary,  the term  "Option" or "Options"  means  ISO's,  NSO's and Reload
Options.

3.  AMOUNT  OF STOCK.  The  aggregate  number  of  shares of Stock  which may be
purchased  pursuant to the exercise of Options or awarded hereunder shall be One
Million  (1,000,000) shares. Of this amount, the Board or the Stock Compensation
Committee shall have the power and authority to designate whether any Options so
issued shall be ISO's or NSO's,  subject to the  restrictions on ISO's contained
elsewhere  herein.  If an Option ceases to be exercisable,  in whole or in part,
the shares of Stock  underlying such Option shall continue to be available under
this Plan.  Further,  if shares of Stock are  delivered  to the  Corporation  as
payment for shares of Stock purchased by the exercise of an Option granted under
this Plan,  such shares of Stock  shall also be  available  under this Plan.  If
there  is any  change  in the  number  of  shares  of Stock  on  account  of the
declaration of stock dividends,  recapitalization  resulting in stock split-ups,
or  combinations  or exchanges of shares of Stock,  or otherwise,  the number of
shares of Stock  available  for Awards or purchase upon the exercise of Options,
the shares of Stock subject to any Award or Option and the exercise price of any
outstanding  Option  shall be  appropriately  adjusted by the Board or the Stock
Compensation Committee. The Board or the Stock Compensation Committee shall give
notice of any  adjustments  to each Eligible  Person  granted an Option or Award
under this Plan,  and such  adjustments  shall be  effective  and binding on all
Eligible Persons. If because of one or more  recapitalizations,  reorganizations
or other corporate  events,  the holders of outstanding  Stock receive something
other than shares of Stock then,  upon exercise of an Option or surrender of the
awarded Stock, the Eligible Person will receive what the holder would have owned
if the holder had surrendered  awarded Stock or exercised the Option immediately
before the first such  corporate  event and not  disposed of anything the holder
received as a result of the corporate event.

4.   ELIGIBLE PERSONS.

            (A) With respect to ISO's,  an Eligible  Person means any individual
who  has  been  employed  by  the  Corporation  or  by  any  subsidiary  of  the
Corporation, for a continuous period of at least sixty (60) days.



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            (B)  With  respect  to  NSO's,  an  Eligible  Person  means  (i) any
individual who has been employed by the  Corporation or by any subsidiary of the
Corporation,  for a  continuous  period of at least  sixty (60)  days,  (ii) any
director of the  Corporation or any  subsidiary of the  Corporation or (iii) any
consultant or advisor of the Corporation or any subsidiary of the Corporation.

            (C) With respect to Awards, an Eligible Person means any director of
the Corporation or any subsidiary of the Corporation.

5.   GRANT OF OPTIONS AND AWARDS.

            (A) The Board or the Stock  Compensation  Committee has the right to
issue the Options and Awards  established by this Plan to Eligible Persons.  The
Board or the Stock Compensation Committee shall follow the procedures prescribed
for it  elsewhere  in this Plan. A grant of Options or Awards shall be set forth
in a writing signed on behalf of the Corporation or by a majority of the members
of the Stock Compensation Committee. In the case of an Option, the writing shall
identify  whether  the  Option  being  granted is an ISO or an NSO and shall set
forth the terms which govern the Option.  The terms shall be  determined  by the
Board or the Stock Compensation  Committee,  and may include, among other terms,
the number of shares of Stock that may be acquired  pursuant to the  exercise of
the Options, when the Options may be exercised,  the period for which the Option
is granted and including the  expiration  date, the effect on the Options if the
Eligible Person terminates  employment,  whether the Eligible Person may deliver
shares of Stock to pay for the shares of Stock to be  purchased  by the exercise
of the Option and any vesting provisions applicable to the options.  However, no
term shall be set forth in the  writing  which is  inconsistent  with any of the
terms of this  Plan.  The terms of an Award or  Option  granted  to an  Eligible
Person  may  differ  from the terms of an Award or  Option  granted  to  another
Eligible  Person,  and may differ  from the terms of an earlier  Award or Option
granted to the same  Eligible  Person,  including  terms  relative  to change of
control.

            (B) To the extent any Option terminates, expires or lapses under the
terms of any applicable  vesting  provision,  any shares of Stock subject to the
Option will be  available  for the grant of any other Award or Option under this
Plan.

            (C) In order to assure the  viability  of Awards or Options  granted
under this Plan to Eligible Persons who are employees of the Corporation located
in foreign countries, the Board or Stock Compensation Committee may provide such
special  terms  as it may  consider  necessary  or  appropriate  to  accommodate
differences in local law, tax policy or custom.

6.  AWARD  AND  OPTION  PRICES.  An Award or Option  price  per  share  shall be
determined  by the Board or the  Stock  Compensation  Committee  at the time any
Award or Option is granted, and shall be not less than

            (A) except in the case of an ISO granted to a ten percent or greater
shareholder, the fair market value,

            (B) in the case of an ISO granted to a ten percent or greater stock-
holder, 110% of the fair market value,

            (C) in the  case of an NSO,  not less  than  75% of the fair  market
value  (but in no event  less  than the par  value) of one share of Stock on the
date the Option is granted, as determined by the Board or the Stock Compensation
Committee.

            (D) In the case of an Award,  not less  than 75% of the fair  market
value  (but in no event  less  than the par  value) of one share of Stock on the
date the Award is granted,  as determined by the Board or the Stock Compensation
Committee.



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            (E) Fair market value as used herein shall be not less than:

                        (i)    If shares of Stock shall be traded on an exchange
or  over-the-counter  market,  the mean between the high and low sales prices of
Stock on such exchange or over-the-counter  market on which such shares shall be
traded on that date, or if such exchange or over-the-counter market is closed or
if no shares shall have traded on such date, on the last preceding date on which
such shares shall have traded.

                        (ii)   If  shares  of  Stock  shall  not be traded on an
exchange or  over-the-counter  market,  the value as  determined by a recognized
appraiser as selected by the Board or the Stock Compensation Committee.

7.   PURCHASE OF SHARES ON EXERCISE OF OPTIONS AND AWARD OBLIGATIONS.

            An Option shall be exercised by the tender to the Corporation of the
full  purchase  price of the Stock with respect to which the Option is exercised
and written notice of the exercise.  The purchase price of the Stock shall be in
United  States  dollars,  payable  in  cash  or  by  check,  or in  property  or
Corporation  stock,  if so  permitted  by the  Board or the  Stock  Compensation
Committee  in  accordance  with the  discretion  granted in  Paragraph 5 hereof,
having a value  equal to such  purchase  price.  The  Corporation  shall  not be
required to issue or deliver  any  certificates  for shares of Stock  awarded or
purchased upon the exercise of an Option prior to

            (A) if requested by the Corporation, the filing with the Corporation
by the Eligible  Person of a  representation  in writing that it is the Eligible
Person's  then  present  intention  to acquire  the Stock  being  purchased  for
investment and not for resale, and/or

            (B) the completion of any  registration  or other  qualification  of
such shares under any government  regulatory body,  which the Corporation  shall
determine to be necessary or advisable.

8.   GRANT OF AWARDS.

            (A) The Board may grant each employee or non-employee Director, upon
first  being  appointed  or  elected  to the  Board  of  Directors,  ___________
(________)   shares  of  Stock  and/or   Options  to  purchase   _______________
(____________)  shares of Stock (or such higher number of shares and/or  Options
to purchase  shares as determined by the Board or Stock  Compensation  Committee
for  recruitment  purposes),  which  Options to purchase  shares  shall be NSO's
regardless of the employment status of the Director of the Company.

            (B) Following the annual meeting of the Stockholders  each year, the
Board may grant  each  employee  or  non-employee  Director,  upon  first  being
appointed or elected to the Board of Directors, ___________ (________) shares of
Stock and/or Options to purchase _______________  (____________) shares of Stock
(or such higher number of shares and/or Options to purchase shares as determined
by the Board or Stock Compensation  Committee for recruitment  purposes),  which
Options to purchase shares shall be NSO's regardless of the employment status of
the Director of the Company.

9.   $100,000 PER YEAR LIMITATION.

            (A) In general.  To the extent that the aggregate  fair market value
of Stock  with  respect  to  which  ISO's  (determined  without  regard  to this
subsection)  are  exercisable  for the first time by any  individual  during any
calendar year (under all plans of the  Corporation and its parent and subsidiary
corporations)  exceeds $100,000,  such options shall be treated as options which
are not ISO's.


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            (B) Ordering Rule. Subparagraph (A) of this section shall be applied
by taking options into account in the order in which they were granted.

            (C) Determination of fair market value. For purposes of subparagraph
(A) of this  section,  the fair market value of any Stock shall be determined as
of the time the option with respect to such Stock is granted.

10. GRANT OF RELOAD OPTIONS. In granting an Option under this Plan, the Board or
the Stock Compensation  Committee may include a Reload Option provision therein,
subject to the  provisions  set forth in Paragraphs  22 and 23 herein.  A Reload
Option provision provides that if the Eligible Person pays the exercise price of
shares of Stock to be purchased by the exercise of an ISO, NSO or another Reload
Option (the "Original  Option") by delivering to the Corporation shares of Stock
already  owned by the  Eligible  Person (the  "Tendered  Shares"),  the Eligible
Person  shall  receive a Reload  Option  which shall be a new Option to purchase
shares of Stock equal in number to the tendered shares.  The terms of any Reload
Option  shall be  determined  by the Board or the Stock  Compensation  Committee
consistent with the provisions of this Plan.

11.  STOCK  COMPENSATION  COMMITTEE.  The Stock  Compensation  Committee  may be
appointed from time to time by the Corporation's  Board of Directors.  The Board
may  from  time  to  time  remove  members  from  or add  members  to the  Stock
Compensation Committee. The Stock Compensation Committee shall be constituted so
as to permit the Plan to comply in all respects with the provisions set forth in
Paragraph 21 herein. The members of the Stock  Compensation  Committee may elect
one of its members as its chairman.  The Stock Compensation Committee shall hold
its  meetings  at such  times and  places as its  chairman  shall  determine.  A
majority of the Stock Compensation  Committee's  members present in person shall
constitute a quorum for the transaction of business.  All  determinations of the
Stock  Compensation  Committee  will be made by the majority vote of the members
constituting  the quorum.  The members may participate in a meeting of the Stock
Compensation   Committee  by  conference  telephone  or  similar  communications
equipment  by means of which all members  participating  in the meeting can hear
each other.  Participation in a meeting in that manner will constitute  presence
in person at the meeting.  Any decision or determination  reduced to writing and
signed by all members of the Stock  Compensation  Committee will be effective as
if it had been made by a majority vote of all members of the Stock  Compensation
Committee at a meeting which is duly called and held.

12.  ADMINISTRATION  OF PLAN. In addition to granting  Awards and Options and to
exercising the authority  granted to it elsewhere in this Plan, the Board or the
Stock  Compensation  Committee  is  granted  the full  right  and  authority  to
interpret  and  construe  the  provisions  of this Plan,  promulgate,  amend and
rescind rules and procedures  relating to the  implementation of the Plan and to
make all other  determinations  necessary or advisable for the administration of
the Plan,  consistent,  however, with the intent of the Corporation that Options
granted or Stock  awarded  pursuant to the Plan comply  with the  provisions  of
Paragraph 22 and 23 herein.  All  determinations  made by the Board or the Stock
Compensation  Committee  shall be final,  binding and  conclusive on all persons
including the Eligible Person, the Corporation and its stockholders,  employees,
officers  and  directors  and  consultants.  No member of the Board or the Stock
Compensation Committee will be liable for any act or omission in connection with
the  administration  of this Plan  unless it is  attributable  to that  member's
willful misconduct.

13. PROVISIONS  APPLICABLE TO ISO's. The following provisions shall apply to all
ISO's  granted  by the  Board  or  the  Stock  Compensation  Committee  and  are
incorporated by reference into any writing granting an ISO:

            (A) An ISO may only be granted on or before December 31, 2005.



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            (B)  An  ISO may  not  be  exercised after the expiration of six (6)
years from the date the ISO is granted.

            (C) The Option  price may not be less than the fair market  value of
the Stock at the time the ISO is granted.

            (D) An ISO is not transferrable by the Eligible Person to whom it is
granted  except  by  will,  or the  laws of  descent  and  distribution,  and is
exercisable during his or her lifetime only by the Eligible Person.

            (E) If the Eligible Person receiving the ISO owns at the time of the
grant stock  possessing  more than 10% of the total combined voting power of all
classes of stock of the  employer  corporation  or of its  parent or  subsidiary
corporation  (as those  terms are  defined in the Code),  then the Option  price
shall be at least 110% of the fair market value of the Stock,  and the ISO shall
not be exercisable  after the expiration of five (5) years from the date the ISO
is granted.

            (F) Even if the shares of Stock which are issued upon exercise of an
ISO are sold within one (1) year  following the exercise of such ISO so that the
sale  constitutes a disqualifying  disposition for ISO treatment under the Code,
no provision of this Plan shall be construed as prohibiting such a sale.

            (G) The Plan was adopted by the  Corporation on December 9, 1999, by
virtue of its approval by the Corporation's Board of Directors.  Approval by the
stockholders of the Corporation is to occur prior to December 8, 2000.

14. DETERMINATION OF FAIR MARKET VALUE. In granting ISO's, NSO's or Awards under
this Plan, the Board or the Stock Compensation Committee shall make a good faith
determination  as to the fair market  value of the Stock at the time of granting
the ISO, NSO or Award.

15. RESTRICTIONS ON ISSUANCE OF STOCK. The Corporation shall not be obligated to
sell or issue any shares of Stock  pursuant  to an Award or the  exercise  of an
Option  unless the Stock with respect to which the Option is being  exercised is
at that time  effectively  registered  or  exempt  from  registration  under the
Securities Act of 1933, as amended,  and any other  applicable  laws,  rules and
regulations.  The  Corporation  may condition  issuance of Stock  pursuant to an
Award or the exercise of an Option  granted in accordance  herewith upon receipt
from  the  Eligible  Person,  or  any  other  purchaser  thereof,  of a  written
representation  that at the time of such Award or exercise it is his or her then
present  intention to acquire the shares of Stock for  investment and not with a
view to, or for sale in connection with, any distribution thereof;  except that,
in the case of a legal representative of an Eligible Person,"distribution" shall
be  defined  to exclude  distribution  by will or under the laws of descent  and
distribution.  Prior to issuing any shares of Stock  pursuant to an Award or the
exercise  of an  Option,  the  Corporation  shall  take  such  steps as it deems
necessary  to satisfy any  withholding  tax  obligations  imposed upon it by any
level of government.

16.  EXERCISE IN THE EVENT OF DEATH OF TERMINATION  OF EMPLOYMENT,  DIRECTORSHIP
     OR CONSULTANCY.

            (A) If an  optionee  shall die (i) while an  employee,  Director  or
acting as a consultant of the  Corporation  or a Subsidiary or (ii) within three
(3) months after termination of his employment, directorship or consultancy with
the  Corporation  or a Subsidiary  because of his  disability,  or retirement or
otherwise,  his Options may be exercised,  to the extent that the optionee shall
have  been  entitled  to do so on the date of his death or such  termination  of
employment,  directorship or  consultancy,  by the person or persons to whom the
optionee's  right under the Option pass by will or applicable law, or if no such
person has such right, by his executors or administrators,  at any time, or from
time to time.  In the  event  of  termination  of  employment,  directorship  or



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consultancy because of his death while an employee, director or consultant under
this subsection, his Options may be exercised not later than the expiration date
specified in Paragraph 5 or one (1) year after the optionee's  death,  whichever
date is earlier.

            (B) If an optionee's  employment by the Corporation or a Subsidiary,
his  directorship or consultancy  shall terminate  because of his disability and
such  optionee  has not died  within  the  following  three (3)  months,  he may
exercise his Options, to the extent that he shall have been entitled to do so at
the date of the termination of his employment,  directorship or consultancy,  at
any time, or from time to time, but not later than the expiration date specified
in  Paragraph  5  hereof  or one  (1)  year  after  termination  of  employment,
directorship or consultancy, whichever date is earlier.

            (C) If an optionee's  employment,  directorship or consultancy shall
terminate  by  reason  of his  retirement  in  accordance  with the terms of the
Corporation's tax-qualified retirement plans or with the consent of the Board or
the Stock Compensation  Committee or involuntarily other than by termination for
cause, and such optionee has not died within the following three (3) months,  he
may  exercise  his Option to the extent he shall have been  entitled to do so at
the date of the  termination of his  employment,  directorship or consultancy at
any time and from time to time, but not later than the expiration date specified
in  Paragraph  5 hereof or ninety  (90) days after  termination  of  employment,
directorship or consultancy, whichever date is earlier.

            (D) If an optionee's  employment,  directorship or consultancy shall
terminate for any reason other than death, disability, retirement, or for cause,
the optionee  may exercise his Option to the extent he shall have been  entitled
to do so at the  date of the  termination  of his  employment,  directorship  or
consultancy at any time and from time to time, but not later than the expiration
date  specified in Paragraph 5 hereof or thirty (30) days after  termination  of
employment, directorship or consultancy, whichever is earlier.

            (E) If the optionee's employment,  directorship or consultancy shall
terminate  for cause,  all rights to exercise his Option shall  terminate at the
date of such termination of employment, directorship or consultancy.

            (F) For purposes of this Paragraph 16,  termination  for cause shall
mean  termination  of employment,  directorship  or consultancy by reason of the
optionee's  commission  of a  felony,  fraud or  willful  misconduct  which  has
resulted,  or is likely to result,  in  substantial  and material  damage to the
Corporation  or a  Subsidiary,  all  as the  Board  or  the  Stock  Compensation
Committee in its sole  discretion may determine,  and in the case of a Director,
any other  definition of cause contained  within the  Corporation's  Articles or
Bylaws then in effect.

17.  CORPORATE EVENTS.

            (A) Upon a "change in control" of the Corporation as defined herein,
the Corporation  will pay to the Eligible Person in cash, an amount equal to the
number of shares  exercisable  under an Opinion or Options  granted to  Eligible
Persons up to the date the  change in the  control  of the  Corporation  occurs,
whether  such Options are vested,  not vested or  exercised,  multiplied  by the
highest closing sale price of a share of the  Corporation's  Stock quoted during
the 30-day period immediately preceding the date the change in control occurs on
the composite tape for shares listed on the New York Stock Exchange;  or if such
shares are not quoted on the composite tape of the New York Stock Exchange,  the
highest  closing sale price quoted  during such period on the  principal  United
States Securities Exchange registered under the Securities Exchange Act of 1934,
as amended (the  "Exchange  Act"),  on which such shares are listed;  or if such
shares are not listed on any such  exchange,  the highest  closing bid quotation
with respect to a share during the 30-day  period  preceding the date the change
of control  occurs on the National  Association  of  Securities  Dealers,  Inc.,
automated  quotation  system or any similar system thin in general use; or if no
such quotations are available,  the fair market value of a share on the date the



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by a majority of disinterested  directors,  such amount being hereafter referred
to as "Termination Option Payment".  The Termination Option Payment will be paid
to the Eligible Person within sixty (60) days after the change in control occurs
and also will include an additional amount equal to:

                        (i)  any excise tax imposed on the Eligible Person under
the  Internal  Revenue  Code by  reason  of  Eligible  Person's  receipt  of the
Termination Options Payment above; plus

                        (ii) a gross-up payment to reflect any federal, state or
local income tax or other taxes imposed on the Eligible  Person by reason of the
Eligible Person's receipt of the above Termination Option Payment.

            (B) For purposes of this Plan;  "change of control" means any of the
following:

                        (i)  any   merger  of   the  Corporation  in  which  the
Corporation  or a  wholly  owned  subsidiary  of  the  Corporation  is  not  the
continuing or surviving entity, or pursuant to which Stock would be converted to
cash,  securities or other  property,  other than a merger of the Corporation in
which holders of the  Corporation's  Stock  immediately prior to the merger have
the same proportionate ownership of beneficial interest of Stock or other voting
securities of the surviving entity immediately after the merger;

                        (ii) any sale, lease, exchange or other transfer (in one
(1) transaction or a series of related  transactions) of assets or earning power
aggregating  more than 40% of the assets or earning power of the Corporation and
its  subsidiaries  (taken as a whole),  other than pursuant to sale-  leaseback,
structured finance or other form of financing transaction;

                        (iii)any plan or proposal for liquidation of dissolution
of the Corporation that the Shareholders shall approve;

                        (iv)  any person  (as such term is defined in Section 13
(d) and 14(d) of the Exchange  Act),  other than any current  Shareholder of the
Corporation or affiliate thereof or any employee benefit plan of the Corporation
or nay  subsidiary of the  Corporation  or any entity  holding shares of capital
stock of the  Corporation  for or  pursuant  to the  terms of any such  employee
benefit plan in its role as an agent or trustee for such plan,  shall become the
beneficial owner (within the meaning of Rule 13(d)(3) under the Exchange Act) of
20% or more of the Corporation's outstanding Stock; or

                        (v) during  any  period  of  two  (2) consecutive years,
individuals  who at the  beginning  of such period  shall fail to  constitute  a
majority  thereof,  unless the election,  or the  nomination for election by the
Corporation's  Shareholders,  of each new  Director was approved by a vote of at
least  two-thirds (2/3) of the Directors then still in office who were Directors
at the beginning of the period.

            (C) Adjustments.  The number of shares awarded or exercisable  under
an Option shall be subject to adjustment in  accordance  with the  provisions of
this Subsection (C).

                        (i) Adjustments for Stock Splits and Combinations.    If
the  Corporation  shall at any time from time to time after the date of an Award
or  Option  is  granted,  effect a stock  split of the  outstanding  Stock,  the
applicable number of shares in effect immediately prior to the combination shall
be proportionately  increased. Any adjustment under this Subsection (C)(i) shall
be effective at the close of business on the date the stock split or combination
occurs.

                        (ii) Adjustments for Certain Dividends and Distributions
If the  Corporation  shall at any time or from  time  after the date an Award or
Option is granted,  make or issue or set a record date for the  determination of
holders of Stock entitled to receive a dividend or other distribution payable in


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shares of Stock,  then, and in each event,  the  applicable  number of shares in
effect immediately prior to such event shall be decreased as of the time of such
issuance  or, in the event such a record date shall have been  fixed,  as of the
close of  business  on such record  date,  by  multiplying  as  applicable,  the
applicable number of shares then in effect by a fraction;

                                    (a)    the  numerator  of which shall be the
total number of shares of Stock issued and outstanding  immediately prior to the
time of such issuance or the close of business on such record date; and

                                    (b)    the denominator of which shall be the
total number of shares of Stock issued and outstanding  immediately prior to the
time of such  issuance  or the close of  business  on such  record date plus the
number of shares of Stock issuable in payment of such dividend or distribution.

                        (iii)  Adjustment for Other Dividends and Distributions.
If the Corporation shall at time or from time to time after the date an Award or
Options is granted,  make or issue or set a record date for the determination of
holders of Stock entitled to receive a dividend or other distribution payable in
other than shares of Stock, then, and in each event, an appropriate  revision to
the number of shares shall be made and provision  shall be made (by  adjustments
of the number of shares or otherwise) so that the Eligible Person shall receive,
in addition to the number of shares of Stock, the number of shares of additional
Stock  which they would have  received  as any other  holder and, in the case of
Options, the number of additional shares of Stock which they would have received
if the Option had been exercised prior to such event,  giving application to all
adjustments  called for during such period under this  Subsection  (C)(iii) with
respect to the rights of the Eligible Person under this Plan.

                        (iv)   Adjustment for Reclassification, Exchange or Sub-
stitution.  If the Common  Stock at any time or form time to time after the date
an Award or Option is granted shall be changed into the same or different number
of  shares of any  class or  classes  of  stock,  whether  by  reclassification,
exchanged,  substitution  or  otherwise  (other  than by way of a stock split or
combination of shares or stock  dividends  provided for in  Subsections  (C)(i),
(ii) and (iii), or a reorganization,  merger,  consolidation,  or sale of assets
provided  for in  Subsection  (C)(v)),  then and in each event,  an  appropriate
revision to the numbers of shares shall be made and provisions shall be made (by
adjustments  of the number of shares of otherwise)  so that the Eligible  Person
shall have the right thereafter to convert their shares or options into the kind
and   amount  of  shares  of  stock  and  other   securities   receivable   upon
reclassification, exchange, substitution or other change, by the Eligible Person
of the  number of shares of Stock into which  such  shares or  Options,  if such
Options  had been  exercised  prior to such  event,  might  have been  converted
immediately  prior to such  reclassification,  exchange,  substitution  or other
change, all subject to further adjustment as provided herein.

                        (v) Adjustment for Reorganization, Merger, Consolidation
or Sales of Assets.  If at any time or from time to time after the date an Award
or Option is granted there shall be a capital  reorganization of the Corporation
(other than by way of a stock split or combination of shares or stock  dividends
or  distributions  provided  for  in  Subsection  (C)(i),  (ii)  and  (iii),  or
reclassification,  exchange or substitution of shares provided for in Subsection
(C)(iv)),  or a merger or  consolidation of the Corporation with or into another
corporation,  or  the  sale  of  all  substantially  all  of  the  Corporation's
properties or assets to any other person, then as a part of such reorganization,
merger, consolidation,  or sale, an appropriate revision to the number of shares
shall be made and  provision  shall be made (by  adjustments  of the  number  of
shares or otherwise) so that the Eligible Person shall have the right thereafter
to convert  their  shares or Options into the kind and amount of shares of stock
and other securities or property of the Corporation or any successor corporation
resulting from such reorganization,  merger, consolidation,  or sale, to which a
holder of Stock  deliverable  upon  conversion  of such  shares  would have been
entitled upon such reorganization, merger, consolidation, or sale.  In  any such


<PAGE>



case,  appropriate adjustment shall be made in the application of the provisions
of this Subsection(C)(v) with respect to the rights of the Eligible Person after
the  reorganization,  merger,  consolidation,  or  sale  to  the  end  that  the
provisions of this Subsection (C)(v) (including any adjustment in the applicable
number  of share  then in  effect  and the  number  of  shares of Stock or other
securities  deliverable  upon exercise of ht Option) shall be applied after that
event in as nearly an equivalent manner as may be practicable.

            (D) Further,  in the event of an  adjustment  pursuant to subsection
(C) of this  Clause  17, the  Corporation  shall not be  obligated  to issue any
fractional shares and the Board or Stock Compensation Committee shall determine,
in its sole discretion, whether cash shall be given in lieu of fractional shares
or whether such fractional  shares shall be eliminated by rounding up or down as
appropriate.

18. NO GUARANTEE OF EMPLOYMENT.  Nothing in this Plan or in writing  granting an
Award or Option will confer  upon any  Eligible  Person the right to continue in
the employ of the Eligible Person's employer, or will interfere with or restrict
in any way the  right  of the  Eligible  Person's  employer  to  discharge  such
Eligible Person at any time for any reason whatsoever, with or without cause.

19.  NONTRANSFERABILITY.  No Option granted under the Plan shall be transferable
other  than by will or by the  laws of  descent  and  distribution.  During  the
lifetime of the optionee, an Option shall be exercisable only by him.

20. NO RIGHTS AS STOCKHOLDER. No optionee shall have any rights as a stockholder
with  respect to any shares  subject to his Option prior to the date of issuance
to him of a certificate or certificates for such shares.

21. AMENDMENT AND  DISCONTINUANCE OF PLAN. The Corporation's  Board of Directors
may amend, suspend or discontinue this Plan at any time. However, no such action
may  prejudice  the rights of any  Eligible  Person who has prior  thereto  been
granted  Awards or Options under this Plan.  Further,  no amendment to this Plan
which has the effect of (a) increasing  the aggregate  number of shares of Stock
subject  to this Plan  (except  for  adjustments  pursuant  to  Paragraph  17(C)
herein),  or (b) changing the definition of Eligible Person under this Plan, may
be effective unless and until approval of the stockholders of the Corporation is
obtained  in the  same  manner  as  approval  of  this  Plan  is  required.  The
Corporation's  Board of  Directors  is  authorized  to seek the  approval of the
Corporation's  stockholders  for any other  changes it  proposes to make to this
Plan which require such approval, however, the Board of Directors may modify the
Plan,  as  necessary,  to  effectuate  the intent of the Plan as a result of any
changes in the tax,  accounting or securities laws treatment of Eligible Persons
and the Plan,  subject to the  provisions  set forth in this  Paragraph  21, and
Paragraphs 22 and 23.

22.  COMPLIANCE WITH RULE 16b-3. This Plan is intended to comply in all respects
with Rule 16b-3  ("Rule  16b-3")  promulgated  by the  Securities  and  Exchange
Commission under the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"),  with  respect  to  participants  who are  subject  to  Section 16 of the
Exchange  Act, and any  provision(s)  herein that is/are  contrary to Rule 16b-3
shall be deemed  null and void to the  extent  appropriate  by either  the Stock
Compensation Committee or the Corporation's Board of Directors.

23.  COMPLIANCE  WITH CODE.  The  aspects of this Plan on ISO's is  intended  to
comply in every  respect  with  Section  ss.422 of the Code and the  regulations
promulgated  thereunder.  In the event any future  statute or  regulation  shall
modify the existing  statute,  the aspects of this Plan on ISO's shall be deemed
to  incorporate  by reference  such  modification.  Any stock  option  agreement
relating to any Option granted pursuant to this Plan outstanding and unexercised
at the time any modifying statute or regulation  becomes effective shall also be



<PAGE>



deemed to  incorporate  by  reference  such  modification  and no notice of such
modification need be given to optionee.  If any provision of the aspects of this
Plan on ISO's is determined to disqualify the shares purchasable pursuant to the
Options granted under this Plan from the special tax treatment  provided by Code
Section ss.422,  such provision shall be deemed null and void and to incorporate
by  reference  the  modification  required  to  qualify  the shares for said tax
treatment.

24.  COMPLIANCE WITH OTHER LAWS AND REGULATIONS.  The Plan, the grant of Awards,
the grant and exercise of Options, and the obligation of the Corporation to sell
and  deliver  Stock  under  such  Awards  and  Options,  shall be subject to all
applicable  federal and state laws,  rules and regulations and to such approvals
by any government or regulatory agency as may be required. The Corporation shall
not be required to issue or deliver any  certificates  for shares of Stock prior
to

            (A)    the listing of such shares on any stock exchange or over-the-
counter market on which the Stock may then be listed and

            (B) the  completion of any  registration  or  qualification  of such
shares  under any  federal or state  law,  or any  ruling or  regulation  of any
government body which the Corporation  shall, in its sole discretion,  determine
to be  necessary  or  advisable.  Moreover,  no Option may be  exercised  if its
exercise  or the  receipt  of  Stock  pursuant  thereto  would  be  contrary  to
applicable laws.

            (C) Until  registered  under the  Securities Act of 1933, as amended
(the  "Act"),  all Stock  granted as an Award,  any Option  granted or any Stock
issued upon exercise of an Option,  shall be a "restricted"  security as defined
in Rule 144 promulgated under the Act and shall bear the following legend:

                        (i)    As to Shares:

                                    "The shares  represented by this certificate
                                    have   not   been   registered   under   the
                                    Securities Act of 1933. The shares have been
                                    acquired  for  investment  and  may  not  be
                                    offered,  sold or otherwise  transferred  in
                                    the  absence  of an  effective  registration
                                    statement   for   the   shares   under   the
                                    Securities  Act of 1933,  or a prior opinion
                                    of counsel  satisfactory to the issuer, that
                                    registration is not required under the Act."

                        (ii)   As to Options:

                                    "This  Option  and the  securities  issuable
                                    upon the  exercise  of this  Option have not
                                    been registered  under the Securities Act of
                                    1933,  as amended (the "Act") or  applicable
                                    state  law and may not be sold,  transferred
                                    or otherwise  disposed of unless  registered
                                    under the Act and any  applicable  state act
                                    or unless  the  issuer  receives  an opinion
                                    from counsel for the holder and is satisfied
                                    that   this   Option   and  the   underlying
                                    securities   may  be   transferred   without
                                    registration under the Act"

25.  DISPOSITION OF SHARES. In the event any share of Stock acquired by an Award
or an exercise of an Option granted under the Plan shall be  transferable  other
than by will or by the laws of descent and  distribution  within one (1) year of
the date such  Option  or Award was  granted  or within  one (1) year  after the
transfer of such Stock pursuant to such exercise, the optionee shall give prompt
written notice thereof to the Corporation or the Stock Compensation Committee.

26. NAME. The Plan shall be known as the "IPVoice.com 2000 Stock Option Plan."



<PAGE>


27.  NOTICES.  Any notice  hereunder  shall be in writing and sent by  certified
mail, return receipt requested or by facsimile  transmission (with electronic or
written  confirmation of receipt) and when addressed to the Corporation shall be
sent to it at its office,  5050 North 19th Avenue,  Suite 416, Phoenix, AZ 85015
and when  addressed to the  Committee  shall be sent to it at the above  address
subject  to the right of either  party to  designate  at any time  hereafter  in
writing some other address,  facsimile  number or person to whose attention such
notice shall be sent.

28.  HEADINGS.  The headings  preceding  the text of Sections and  subparagraphs
hereof  are  inserted  solely  for  convenience  of  reference,  and  shall  not
constitute a part of this Plan nor shall they affect its  meaning,  construction
or effect.

29.  EFFECTIVE  DATE.  This Plan was  adopted by the Board of  Directors  of the
Corporation  on December 8, 2000,  approved by the  shareholders  on December 8,
2000 and shall be effective on January 1, 2000.

Dated as of ___________________.

                                    By: /s/ James Howson
                                        ---------------------
                                           James Howson,
                                           Chairman of the Board

                                    By:/s/ Anthony Welsh
                                       ----------------------
                                           Anthony Welsh,
                                           Secretary