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                                                                   Exhibit 10.05

                                DAVOX CORPORATION

                        Incentive Stock Option Agreement

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Davox Corporation, a Delaware corporation (the "Company"), hereby grants this XX
day of XX, to ((Name)) (the "Employee"), an option to purchase a maximum of
((Shares)) shares of its Common Stock, $.10 par value, at the price of ((Price))
per share, on the following terms and conditions:

         1.       Grant Under 1996 Stock Plan. This option is granted pursuant
                  to and is governed by the Company's 1996 Stock Plan (the
                  "Plan") and, unless the context otherwise requires, terms used
                  herein shall have the same meaning as in the Plan.
                  Determinations made in connection with this option pursuant to
                  the Plan shall be governed by the Plan as it exists on this
                  date. The Corporation has approved the Davox Corporation 1996
                  Stock Option Plan, as it may be amended from time to time,
                  (the Plan).

                  It is the intent of this agreement that such stock options are
                  granted unconditionally, to be Incentive Stock Options under
                  the Plan, if the Plan is approved by the Stockholders of the
                  Company, but that such options should nonetheless remain in
                  full force and effect and shall be deemed to be non-qualified
                  stock options under the Plan in the event that the Plan is not
                  approved by the Stockholders of the Company.

         2.       Grant as Incentive Stock Option; Other Options. Subject to the
                  provisions of Section 1, this option is intended to qualify as
                  an "incentive stock option" under Section 422 of the Internal
                  Revenue Code of 1986, as amended (the "Code"). This option is
                  in addition to any other options heretofore or hereafter
                  granted to the Employee by the Company, but a duplicate
                  original of this instrument shall not effect the grant of
                  another option.

         3.       Extent of Option if Employment Continues. If the Employee has
                  continued to be employed by the Company on the following
                  dates, the Employee may exercise this option in cumulative
                  installations as follows:

<TABLE>

<S>                                                                  <C>     <C>
                  o   Six months from the Commencement Date            -        one-eighth of the shares

                  o   One year but less than 18 months from            -        an additional one-eighth of
                      the Commencement Date                                     the shares

                  o   Eighteen months but less than two years          -        an additional one-eighth of
                      from the Commencement Date                                the shares

</TABLE>



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<TABLE>

<S>                                                                  <C>     <C>
                  o   Two years but less than thirty months            -        an additional one-eighth of
                      from the Commencement Date                                the shares

                  o   Thirty months but less than three years          -        an additional one-eighth of
                      from the Commencement Date                                the shares

                  o   Three years but less than forty-two months-      -        an additional one-eighth of
                      from the Commencement Date                                the shares

                  o   Forty-two months but less than four years        -        an additional one-eighth of
                      from the Commencement Date                                the shares

                  o   Four years from the Commencement Date -          -        an additional one-eighth of
                                                                                the shares


</TABLE>

For the purposes hereof, the Commencement Date shall be ((Effective_Date))

Notwithstanding the vesting schedule set forth in this Article 3 and subject to
the provisions of paragraph 8 (D) of the Plan, in the event the Employee
continues to be employed by the Company on the effective date (the "Effective
Date") of:

         (a)      a change in control of the Company, pursuant to a sale,
                  merger, consolidation, reorganization, combination,
                  recapitalization or similar transaction, or pursuant to a
                  transaction or series of transactions in which the holders of
                  the then outstanding equity securities of the Company, after
                  such transactions, shall hold less than 50% of the surviving
                  entity; or

         (b)      a sale by the Company of all or substantially all of its
                  assets,

then the option shall be immediately and automatically accelerated with respect
to the total number of shares of Common Stock subject to the option which have
not previously vested pursuant to the terms of this Article 3.

The accelerated vesting provisions set forth above shall automatically be
deferred to subsequent calendar years, as required, in the event and to the
extent such provisions shall be in violation of paragraph 8 (D) of the Plan.

The foregoing rights are cumulative and, while the Employee continues to be
employed by the Company, may be exercised up to and including the date which is
ten years from the date this option is granted. All of the foregoing rights are
subject to Articles 4 and 5, as appropriate, if the Employee ceases to be
employed by the Company or dies while in the employ of the Company.

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         4.       Retirement; Termination of Employment. If the Employee
                  retires from employment with the Company, no further
                  installments of this option shall become exercisable and
                  this option shall terminate after the passage of 90 days
                  from the date employment ceases, but in no event later than
                  the scheduled expiration date. In such a case, the
                  Employee's only rights hereunder shall be those which are
                  properly exercised before the termination of this option. If
                  the Employee ceases to be employed by the Company, other
                  than by reason of retirement or death, no further
                  installments of this option shall become exercisable and
                  this option shall terminate after the passage of thirty (30)
                  days from the date employment ceases, but in no event later
                  than the scheduled expiration date. In such a case, the
                  Employee's only rights hereunder shall be those which are
                  properly exercised before the termination of this option.

         5.       Death. If the Employee dies while in the employ of the
                  Company, this option may be exercised, to the extent of the
                  number of shares with respect to which the Employee could have
                  exercised it on the date of his death, by his estate, personal
                  representative or beneficiary to whom this option has been
                  assigned pursuant to Article 10, at any time within 180 days
                  after the date of death, but not later than the scheduled
                  expiration date.

                  At the expiration of such 180-day period or the scheduled
                  expiration date, whichever is the earlier, this option shall
                  terminate and the only rights hereunder shall be those as to
                  which the option was properly exercised before such
                  termination.

         6.       Partial Exercise. Exercise of this option up to the extent
                  above stated may be made in part at any time and from time to
                  time within the above limits, except that this option may not
                  be exercised for a fraction of a share unless such exercise is
                  with respect to the final installment of stock subject to this
                  option and a fractional share (or cash in lieu thereof) must
                  be issued to permit the Employee to exercise completely such
                  final installment.

         7.       Payment of Price. The option price is payable in United States
                  dollars and may be paid in cash or by check in the amount
                  equal to the option price.

         8.       Agreement to Purchase for Investment. By acceptance of this
                  option, the Employee agrees that a purchase of shares under
                  this option will not be made with a view to their
                  distribution, as that term is used in the Securities Act of
                  1933, as amended, unless in the opinion of counsel to the
                  Company such distribution is in compliance with or exempt from
                  the registration and prospectus requirements of that Act, and
                  the Employee agrees to sign a certificate to such effect at
                  the time of exercising this option and agrees that the
                  certificate for the shares so purchased may be inscribed with
                  a legend to ensure compliance with that Act.

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         9.       Method of Exercising Option. Subject to the terms and
                  conditions of this Agreement, this option may be exercised by
                  written notice to the Company, at the principal executive
                  office of the Company, or to such transfer agent as the
                  Company shall designate. Such notice shall state the
                  election to exercise this option and the number of shares in
                  respect of which it is being exercised and shall be signed
                  by the person or persons so exercising this option. Such
                  notice shall be accompanied by payment of the full purchase
                  price of such shares, and the Company shall deliver a
                  certificate or certificates representing such shares as soon
                  as practicable after the notice shall be received. The
                  certificate or certificates for the shares as to which this
                  option shall have been so exercised shall be registered in
                  the name of the person or persons so exercising this option
                  (or, if this option shall be exercised by the Employee and
                  if the Employee shall so request in the notice exercising
                  this option, shall be registered in the name of the Employee
                  and another person jointly, with right of survivorship) and
                  shall be delivered as provided above to or upon the written
                  order of the person or persons exercising this option. In
                  the event this option shall be exercised, pursuant to
                  Article 5 hereof, by any person or persons other than the
                  Employee, such notice shall be accompanied by appropriate
                  proof of the right of such person or persons to exercise
                  this option. All shares that shall be purchased upon the
                  exercise of this option as provided herein shall be fully
                  paid and non-assessable.

         10.      Option Not Transferable. This option is not transferable or
                  assignable except by will or by the laws of descent and
                  distribution. During the Employee's lifetime only the Employee
                  can exercise this option.

         11.      No Obligation to Exercise Option. The grant and acceptance of
                  this option imposes no obligation on the Employee to exercise
                  it.

         12.      No Obligation to Continue Employment. The Company and any
                  Related Corporations are not by the Plan or this option
                  obligated to continue the Employee in employment.

         13.      No Rights as Stockholder until Exercise. The Employee shall
                  have no rights as a stockholder with respect to shares subject
                  to this Agreement until a stock certificate therefor has been
                  issued to the Employee and is fully paid for. Except as is
                  expressly provided in the Plan with respect to certain changes
                  in the capitalization of the Company, no adjustment shall be
                  made for dividends or similar rights for which the record date
                  is prior to the date such stock certificate is issued.

         14.      Capital Changes and Business Successions. It is the purpose of
                  this option to encourage the Employee to work for the best
                  interests of the Company and its stockholders. Since, for
                  example, that might require the issuance of a stock dividend
                  or a merger with another corporation, the purpose of this
                  option would not be served if such a stock dividend, merger or
                  similar occurrence would cause the

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                  Employee's rights hereunder to be diluted or terminated and
                  thus be contrary to the Employee's interest. The Plan
                  contains extensive provisions designed to preserve options
                  at full value in a number of contingencies. Therefore,
                  provisions in the Plan for adjustment with respect to stock
                  subject to options and the related provisions with respect
                  to successors to the business of the Company are hereby made
                  applicable hereunder and are incorporated herein by
                  reference. In particular, without affecting the generality
                  of the foregoing, it is understood that for the purposes of
                  Articles 3 through 5 hereof, both inclusive, employment by
                  the Company includes employment by a Related Corporation as
                  defined in the Plan.

         15.      Early Disposition. The Employee agrees to notify the Company
                  of any disposition of any shares of Common Stock acquired on
                  the exercise of this option within the two-year period
                  beginning on the date of grant or within one year after the
                  date of the transfer of such shares to the Employee. The
                  Employee also agrees to provide the Company with any
                  information which it shall request concerning any such
                  disposition. Employees who receive incentive stock options
                  will be disqualified under Section 422A of the Code from
                  receiving the favorable income tax treatment otherwise
                  available with respect to the exercise of such an option if
                  they dispose of the stock received on exercise of the option
                  within either of the one or two-year periods described in the
                  preceding sentence.

         16.      Governing Law. This Agreement shall be governed by and
                  interpreted in accordance with the internal laws of Delaware.

IN WITNESS WHEREOF the Company and the Employee have caused this instrument to
be executed, and the Employee whose signature appears below acknowledges receipt
of a copy of the Plan and acceptance of an original copy of this Agreement.





By:
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       DAVOX Corporation

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       Employee

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