Warrant Certificate

Warrant Certificate

by Preferred Voice
May 7th, 2001

          These Warrants have not been registered under the Securities
          Act of 1933,  as amended (the  "Act"),  and may not be sold,
          transferred,  assigned or  otherwise  disposed of unless the
          person requesting the transfer of the Warrants shall provide
          an  opinion  of  counsel  to  Preferred  Voice,   Inc.  (the
          "Company")  (both counsel and opinion to be  satisfactory to
          the  Company)  to  the  effect  that  such  sale,  transfer,
          assignment or disposition  will not involve any violation of
          the  registration  provisions  of the Act or any  similar or
          superseding statute.

No.                                                                    Warrants
    -----------                                         --------------

                              PREFERRED VOICE, INC.

                               WARRANT CERTIFICATE

     This warrant certificate ("Warrant Certificate"),  issued as of __________,
2001   (the   "Date   of   Issuance")   certifies   that  for   value   received
____________________(the  "Initial Warrant Holder") or registered assigns is the
owner of the number of warrants  specified  above,  each of which  entitles  the
holder  thereof  to  purchase,  at any time on or  before  the  Expiration  Date
hereinafter  provided,  one fully paid and non-assessable share of common Stock,
$0.001 par value per share,  of Preferred  Voice,  Inc., a Delaware  corporation
(the  "Company"),  at a purchase price of $ per share of Common Stock payable in
lawful  money of the United  States of America,  in cash,  by  official  bank or
certified check, or by wire transfer ("Warrants").

1.       Warrant; Purchase Price

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

2.       Exercise; Expiration Date

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

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

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3.       Registration and Transfer on Company Books

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

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

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

4.       Securities Law Registration

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

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

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to such an extent that the ratio of the shares  which the Holder is permitted to
register  to the total  number of shares the Holder owns is less than that ratio
for any other  selling  stockholder,  and (iii) the Holder  will be bound by the
terms  of  the  underwriting   agreement  and  the  conditions  imposed  by  the
underwriter on selling stockholders.

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

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

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

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

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

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

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

4.4      If  the  Holder  exercises  its  rights  to  have  the  Warrant  Shares
registered, the Holder agrees to the following:

                  (a)  In  connection  with  a  resale  registration   statement
         covering  all or certain of the Warrant  Shares,  Holder  shall  timely
         furnish such  information  regarding the Holder and the distribution of
         those Warrant  Shares  sought to be  registered  and to take such other
         action as the  Company  may from  time to time  reasonably  request  in
         connection  with such  registration  and  shall  promptly  correct  any
         information  previously  furnished if the inclusion of such information
         in the  registration  statement  would be  materially  misleading.  The
         Company may exclude  from the  registration  statement  any Holder that
         fails to comply timely with the  provisions of the preceding  sentence.
         Holder shall not effect the sale of securities  under the  registration
         statement until such Holder has received notice of the effectiveness of
         the  registration  statement  and such  Holder  has  received  the then
         current prospectus and any supplements thereto.

                  (b) Upon receipt of notice from the Company of the  occurrence
         of any event  necessitating a prospectus  supplement or  post-effective
         amendment, Holder will forthwith discontinue disposition of all Warrant
         Shares  sought  to be  registered  following  the  effective  date of a

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         registration  statement  covering such Warrant Shares until such Holder
         receives  copies of the  prospectus  supplement  and/or  post-effective
         amendment,  or until such  Holder is advised in writing by the  Company
         that the use of the applicable prospectus may be resumed and, in either
         case,  has received  copies of any additional or  supplemental  filings
         that are incorporated or deemed to be incorporated by reference in such
         prospectus or registration statement.

                  (c) Holder shall comply with the plan of  distribution  as set
         forth in the registration statement.

                  (d) Any underwriter selected by the Holder shall be subject to
         the consent of the Company,  which  consent  shall not be  unreasonably
         withheld.

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

         For purposes of Section 4.5, all expenses incurred by the Company in
complying with Section 4.3, including, without limitation, all registration and
filing fees, fees and expenses of complying with securities and blue sky laws,
printing expenses, and fees and disbursements of counsel and of independent
public accountants for the Company (including the expense of any special audits
in connection with any such registration), are herein called "Registration
Expenses", and all underwriting discounts and selling commissions applicable to
the Warrant Shares covered by any such registration and all fees and
disbursements of counsel for the Holder are herein called "Selling Expenses".

         4.6. If the Company  elects to terminate any  registration  filed under
this  Article 4, the Company  will have no  obligation  to register  the Warrant
Shares sought to be included by the Holder in such registration.

         4.7 In the event of any  registration  of any Warrant  Shares under the
Act pursuant to this Warrant  Certificate,  the Company shall indemnify and hold
harmless the Holder,  each underwriter of such shares, if any, each broker,  and
any other person,  if any, who controls any of the foregoing  persons within the
meaning of the Act, against any losses, claims, damages or liabilities, joint or
several,  to which any of the foregoing persons may become subject under the Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in  respect  thereof)  arise out of or are based  upon an  untrue  statement  or
alleged  untrue  statement  of a material  fact  contained  in any  registration
statement  under which the Warrant  Shares were  registered  under the Act,  any
preliminary  prospectus or final prospectus  contained therein, or any amendment
or supplement thereto, or any document incident to registration or qualification
of any Warrant Shares pursuant to paragraph 4.3(d) above, or arise out of or are
based upon the  omission or alleged  omission to state  therein a material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading or, with respect to any prospectus,  necessary to make the statements
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading,  or any  violation by the Company of the Act or state  securities or
blue sky laws  applicable  to the  Company  and  relating  to action or inaction
required of the company in connection with such  registration or registration or

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qualification  under such state securities or blue sky laws; and shall reimburse
the Holder and such underwriter,  broker or other person acting on behalf of the
Holder  and each such  controlling  person  for any legal or any other  expenses
reasonably incurred by any of them in connection with investigating or defending
any such loss, claim, damage, liability or action;  provided,  however, that the
Company  shall not be liable in any such case to the extent  that any such loss,
claim,  damage,  or liability arises out of or is based upon an untrue statement
or alleged  untrue  statement or omission or alleged  omission  made in reliance
upon and in conformity with written  information  furnished to the Company in an
instrument duly executed by the Holder or such underwriter  specifically for use
in the preparation  thereof.  The indemnity  agreement set forth in this Section
4.5,  insofar as it  relates  to any such  omission,  alleged  omission,  untrue
statement or alleged  untrue  statement  made in a  preliminary  prospectus  but
eliminated or remedied in the final  prospectus,  shall not inure to the benefit
of any of the  beneficiaries  named in this Section 4.5 whose  responsibility it
was to  send,  furnish  or  give a copy  of the  final  prospectus  to a  person
asserting a claim for which  indemnification is sought (the "Claimant") unless a
copy of the final prospectus was so sent,  furnished or given to the Claimant at
or prior to the time such action is required by the Act.

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

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

5.       Reservation of Warrant Shares

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

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6.       Loss or Mutilation

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

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

         7.1 The  Purchase  Price and the  number  of  shares  of  Common  Stock
purchasable pursuant to this Warrant shall be subject to adjustment from time to
time as hereinafter  set forth in this Article 7. Whenever  reference is made in
this Article 7 to the issue or sale of shares of Common Stock, or simply shares,
such term shall mean any stock of any class of the Company other than  preferred
stock with a fixed limit on dividends and a fixed amount payable in the event of
any  voluntary  or  involuntary  liquidation,  dissolution  or winding up of the
Company.  The shares  issuable  upon  exercise of the Warrants  shall however be
shares  of  Common  Stock  of the  Company,  par  value  $0.001  per  share,  as
constituted at the date hereof, except as otherwise provided in Sections 7.3 and
7.4.

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

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

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

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

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

         7.7 In the event at any time:

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

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

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

                                       8


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

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

8.       Governing Law

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

         IN WITNESS WHEREOF,  the Company has caused this Warrant Certificate to
be duly executed by its officers  thereunto  duly  authorized  and its corporate
seal to be affixed hereon as of the ______ day of ________________, 2001.


                                               PREFERRED VOICE, INC.



                                                By:
                                                   ----------------------------
                                                Name:
                                                     --------------------------
                                                Title:
                                                      -------------------------


Attest:



- -------------------------------
Secretary





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