EXHIBIT 10.3.1

EXHIBIT A
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                            Amendment No. 1 to the

              US. Audiotex Corporation 1999 Stock Incentive Plan
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          Whereas, U.S. Audiotex Corporation (the "Corporation") has adopted and
maintains the 1999 Stock Incentive Plan (the "Plan");

          Whereas, the Board of Directors (the "Board") deems it necessary and
desirable to amend Section 6.4(b) of the Plan to provide that, unless another
vesting schedule is specified by the "Granting Authority," any "Stock Option"
(as each such term is defined in the Plan)  shall vest over three, rather than
five, years;

          Whereas, Section 9 of the  Plan reserves the right of the Corporation,
by action of its Board, to amend the provisions of the Plan at any time;

          Now, Therefore, effective as of October 27, 1999, Section 6.4(b) of
the Plan is hereby amended and restated in its entirety to read as follows:

          (b) Vesting and Exercisability of Stock Option.  Unless otherwise
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provided by the Granting Authority in the Stock Option Agreement, a Stock Option
granted to a key employee or Outside Director shall become vested and
exercisable over a three-year period as follows:

          (i) effective on the first anniversary of the date of grant, the Stock
Option shall first become vested and exercisable with respect to a maximum of
one-third (1/3) of the total shares of Common Stock subject to the Stock Option
when granted; and

          (ii) thereafter, effective commencing on the last day of the first
calendar month immediately succeeding the first anniversary of the Stock
Option's date of grant and continuing on the last day of each of the next
immediately succeeding twenty-three (23) calendar months, the Stock Option shall
become vested and exercisable with respect to one-twenty-fourth (1/24th) of the
total number of shares of Common Stock subject to the Stock Option which did not
become vested and exercisable on the first anniversary of the date of grant;

provided, however, a Stock Option shall immediately become 100% vested and
exercisable upon the option recipient's death or Disability (as defined below).

          In Witness Whereof, the undersigned duly authorized officer of the
Corporation has executed this Amendment No. 1 to the 1999 Stock Incentive Plan
as evidence of its adoption by the Corporation's Board of Directors on October
27, 1999.

                                   U.S. Audiotex Corporation

                                   By:  /s/ Thomas R. Evans
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                                      Thomas R. Evans
                                      Chairman and Chief Executive Officer