EXHIBIT 10.19


                          MASTER DISTRIBUTOR AGREEMENT

This AGREEMENT is signed between PVI and Master Distributor as designated below:

PVI:                                Preferred Voice, Inc.
                                    Suite #570
                                    6500 Greenville Avenue
                                    Dallas, Texas USA 75206-1002
                                    Phone:  214-265-9580  Fax 214-265-9663

MASTER DISTRIBUTOR:                 ANSWERING SERVICE, INC.
                                    25140 LAHSER
                                    SUITE 100
                                    SOUTHFIELD, MI 48034
                                   (O) 800-351-5256 (F) 248-353-2093

THIS MASTER  DISTRIBUTOR  AGREEMENT  (hereinafter the "Agreement"),  is made and
entered  into as of the  30th  day of  December,  1999  by and  between  PVI,  a
corporation  organized  and  existing  under the laws of the  State of  Delaware
authorized  to do  business  in Texas,  and Master  Distributor,  a  corporation
organized and existing under the laws of the State of Michigan.

                                   BACKGROUND
                                   ----------

PVI is in the  business of  providing  certain  voice  recognition  products and
services  having  multiple  applications  in  the   telecommunication   industry
(collectively referred to hereinafter, as the "Services").

Master  Distributor  is a member of an  affiliated  group of companies  based in
Southfield Michigan which, provides various  telecommunication  related services
including Personal  Communication  Services (PCS),  Telephone Answering Services
(TAS), long distance,  voice mail and paging services.  In order to increase its
sales of the  Services,  PVI is  establishing  a national  distribution  network
through the creation ofmultiple  distributorships (the "Distributorships").  The
Master Distributor  desires to establish a Distributorship and PVI has agreed to
grant the Distributor the distribution  rights set forth herein.  Accordingly in
consideration  of the mutual  covenants and agreements set forth below,  PVI and
Master Distributor agree as follows:

                              OPERATIVE PROVISIONS
                              --------------------

1        DEFINITIONS: (as used in this Agreement)

         1.1      Master  Distributor means the company as noted herein that has
                  purchased the right to market PVI products and Services within
                  but not  limited to certain  Market  Areas as shall be further
                  defined  in  the  territory  referred  to in  Exhibit  I A and
                  Exhibit I B hereinafter this area shall be defined for further
                  references as the Market Area throughout this Agreement.


                                        1

<PAGE>



         1.2      Distributor means a legally established  corporation,  entity,
                  or  individual  qualified  to  sell  and/or  distribute  PVI's
                  Services under Master Distributor.

         1.3      Dealer means a legally  established  corporation,  entity,  or
                  individual  qualified to sell and/or distribute PVI's Services
                  under Master Distributor Agreement.

         1.4      Agent  means a legally  established  corporation,  entity,  or
                  individual retained by the Master Distributor,  a Distributor,
                  or Dealer to sell PVI's Services directly to End- Users.

         1.5      End-Users means customers using and paying for PVI's Services.

         1.6      Mark(s)  means any  trademark,  service  mark,  trade dress of
                  trade name which PVI may  designate,  use, or, adopt from time
                  to time to identify its Services.

         1.7      Services means any  telecommunication  service(s) or equipment
                  offered by PVI.

         1.8      Proprietary  Information  means any  information,  written  or
                  oral,  including,  without limitation,  any technical,  and/or
                  design  information  on  the  Services,  and  any  information
                  relating  to  the  present  or  future  business   operations,
                  financial condition,  plans, sales,  marketing and promotional
                  efforts, customers and price lists of PVI and its subsidiaries
                  and  affiliates  disclosing  such  information,  and all other
                  information  of  any  kind  which  may  reasonably  be  deemed
                  confidential or proprietary,  including,  without  limitation,
                  this Agreement and its terms.

         1.9      National  Account/Affinity  Group will mean but not be limited
                  to, certain national,  regional  groups/companies that operate
                  in areas with multiple locations.  For example,  PVI currently
                  provides  Services for members of the National  Association of
                  the Self Employed (NASE).

2        APPOINTMENT & DUTIES OF MASTER DISTRIBUTOR

         2.1      Subject to the  provisions  of Section 2.2 hereof,  PVI hereby
                  appoints Master  Distributor,  and Master  Distributor  hereby
                  accepts appointment,  as PVI's sole Master  Distributorship in
                  the area defined on Exhibit I of this agreement.

         2.2      Master  Distributor  shall market and sell the Services within
                  the assigned Market Area(s) at the prices set forth in Exhibit
                  2 attached hereto. The Master Distributor shall have the right
                  to market PVI Services  outside the defined Market Area within
                  the continental  United States.  PVI may change the prices for
                  its  Services  at any time due to business  conditions  and or
                  regulatory changes.  PVI will not offer pricing lower than the
                  pricing  defined herein to other Master  Distributors  without
                  making that same  pricing  structure  available  to the Master
                  Distributor.  It is understood by the Master  Distributor that
                  national accounts/affinity groups may require other rate plans
                  and PVI will not be required to offer those rate plans to the


                                        2

<PAGE>



                  Master Distributor. It is expressly understood that the Master
                  Distributor may market to national account/affinity groups and
                  in those cases,  when  necessary,  PVI will provide  marketing
                  support to the Master  Distributor  that may  include  special
                  pricing.  Any special  pricing  offeredwill be approved by PVI
                  and at PVI's sole descretion and the Master  Distributor  will
                  be eligible to earn Commissions as further defined herein.  As
                  stated,  Exhibit 1 defines  the  Master  Distributor's  Market
                  Area. PVI will not assign any other Master  Distributor in the
                  same Market Area.

         2.3      Master  Distributor  shall be paid  Commissions  in accordance
                  with the  Commission  schedule set forth in Exhibit 3 attached
                  hereto.  Commissions  shall  be  paid by the 15 1h day of each
                  month  based  upon  collections  during the prior  month.  The
                  Commission   rates   may  not  be   changed   without   Master
                  Distributor's   prior  written  consent,   except  as  certain
                  Commission  rates may be increased from time to time by PVI as
                  part of a sales  promotion or incentive which may be temporary
                  in  nature.   Prior  to  Master   Distributor's  sale  of  any
                  additional  Services on behalf of PVI, Master  Distributor and
                  PVI shall mutually agree upon a Commission schedule particular
                  to that Service,  which  schedule shall be added as an Exhibit
                  to this Agreement.  Commissions  will be paid on accounts sold
                  outside the Master  Distributor  Market Area.  The  Commission
                  rate will be the standard PVI Commissions  defined herein less
                  any Master Distributor  over-rides outside of the Market Area.
                  Should the  Master  Distributor  enter into a contract  with a
                  national  account/affinity  group  at  the  PVI  retail  rates
                  defined  herein,   the  Master  Distributor  will  be  awarded
                  Commissions,  as defined  herein,  on all revenues  billed and
                  collected  (by terms  defined  herein).  Should  the  national
                  account/affinity  group Agreement for PVI Services through the
                  Master  Distributor  at retail  rates that are not  defined in
                  this Agreement, PVI and the Master Distributor will agree to a
                  Commission  schedule for the  specific  account and define the
                  Commission on an Exhibit to be attached to this Agreement.

         2.4      Master  Distributor may not enter into any joint venture,  the
                  establishment with a new corporation,  or acquire any interest
                  in a company (or entity)  which  competes with the business of
                  PVI through the manufacture  and/or sale of Services which are
                  substantially   equivalent  to,  or  competitive  with,  PVI's
                  Services.  In the event that PVI begins  selling its  Services
                  within the Market Area as defined  herein , by any means other
                  than through Master  Distributor,  the restrictions  placed on
                  Master  Distributor  in  this  Section  2.4  shall  terminate;
                  provided  that,  for a period  of ninety  (90) days  after PVI
                  commences  such  other  sales,  Master  Distributor  shall not
                  solicit for a competitive service any PVI End-User acquired by
                  Master Distributor during the term of this Agreement.

         2.5      The  Master  Distributor  will pay a fee to secure  the Master
                  Distributorship  within the Market Area for PVI's  Services as
                  defined in Exhibit 1. The Market Area is NOT TO BE  CONSIDERED
                  AN EXCLUSIVE MARKETING AREA; however,  this Master Distributor
                  agreement  has  certain  compensation  provisions  defined  in
                  Exhibit  3, that  compensate  the Master  Distributor  for any
                  sales activity within the Master


                                        3

<PAGE>



                  Distributor  Market Area that is not  directly  related to its
                  own marketing efforts and not directly related to any national
                  account/affinity marketing by PVI (PVI WILL NOT BE RESPONSIBLE
                  FOR PAYING  COMMISSIONS  TO THE MASTER  DISTRIBUTOR  ON DIRECT
                  NATIONAL  ACCOUNTS  THAT  PVI  ORIGINATES  INCLUDING  BUT  NOT
                  LIMITED TO AFFINITY GROUPS).

3        RIGHTS AND OBLIGATIONS OF MASTER DISTRIBUTOR

         3.1      Master  Distributor may market and sell the Services  directly
                  or through any number of Distributors, Dealers, or Agents. PVI
                  shall  not be a  Party  to  any  arrangements  between  Master
                  Distributor and its Distributors, Dealers, or Agents, nor will
                  PVI in any manner be bound,  or have any legal  obligation  in
                  respect thereof.  Master Distributor further agrees that it is
                  not,  nor shall it  represent  itself to be a PVI  employee or
                  officer of PVI, nor shall it assume or create any  obligations
                  or  responsibility  on behalf of PVI, unless  otherwise agreed
                  upon,  in  writing,  by  PVI.  Also,  it  will  be the  Master
                  Distributor's  responsibility  to design  Agent's  and Dealers
                  Commission  plans as it  relates  to the  Master  Distributors
                  business and the Master  Distributor  will have the sole right
                  to adjust those plans as required or as necessary.

         3.2      Master  Distributor shall use its best efforts to identify and
                  contract   with   Distributors,   Dealers,   and  Agents,   as
                  appropriate,  and shall  assist them in creating a market for,
                  promoting,  and  maintaining a demand for PVI's  Services,  as
                  well as,  establishing an efficient  network within the Market
                  Area in  order to  obtain  maximum  sales  of PVI's  Services.
                  Master  Distributor  shall be solely  responsible for training
                  and compensating all its Distributors, Dealers, and Agents.

         3.3      Master  Distributor  shall  advertise  PVI's  Services  in the
                  Market  Area and  participate  in such  trade  shows and other
                  venues which will stimulate sales.  Master  Distributor shall,
                  in its  sole  discretion,  determine  the  amount  of any such
                  advertising and shall be solely  responsible for the resultant
                  costs and expenses incurred.  PVI may, at its sole discretion,
                  provide advertising at no expense to Master Distributor, as it
                  deems  necessary.  These activities shall be considered in any
                  determination of the inactivity  clause herein;  however,  any
                  inactivity  determination  will  remain and always be at PVI's
                  sole discretion.

         3.4      Master  Distributor  shall send copies of all  advertising and
                  sales  promotion  material  and  literature  relating  to  the
                  Services to PVI for review and approval prior to  distribution
                  which approval shall not be unreasonably withheld.

         3.5      In  all  advertising,  trade  shows,  conventions,  and  other
                  promotions,  as well as in all sales and technical literature,
                  the name of PVI and the Trade  Marks  shall be  evidenced  and
                  respected.  Master  Distributor  shall use the Trade  Marks in
                  their original form, unless otherwise approved in advance,  in
                  writing by PVI.



                                        4

<PAGE>



         3.6      Master Distributor shall at all times maintain an inventory of
                  collateral  support  materials,  for  promotion,  advertising,
                  signage,  point-of-sale,  record keeping,  subscriptions,  and
                  other items  related to sales of the  Services.  PVI will make
                  available marketing materials as such materials are available.
                  Any such materials provided by PVI to Master Distributor shall
                  be provided free of charge unless  otherwise  agreed by Master
                  Distributor.

         3.7      Master  Distributor  shall forward any money collected for PVI
                  as it  relates  to  the  PVI  Services  sold  to an  End  User
                  contracting  for PVI Services as it relates to this Agreement,
                  on a weekly basis.

         3.8      PVI will require that all potential Distributor,  Dealers, and
                  or Agents that contact PVI directly shall first be directed to
                  work with the Master  Distributor  for information of Services
                  within the Market Area.  It is understood by both parties that
                  in some  cases it may be  necessary  for PVI to work  directly
                  with certain  national  account  prospects or affinity  groups
                  within  the  Master  Distributor's  Area  and  that due to the
                  specific  agreements PVI will not be liable for any over-rides
                  or  Commissions  in any way. The national  account or affinity
                  groups that PVI may market to will be defined  and  identified
                  by PVI and will be at the sole discretion of PVI.

         3.9      Should PVI be acquired or merge with another company or change
                  ownership in any way, this Master Distributor  Agreement shall
                  remain in full force as long as the Master  Distributor  is in
                  compliance with the terms of this Agreement.  PVI will include
                  such language in any acquisition or merger agreement.

4        PROPRIETARY RIGHTS INDEMNITY

         4.1      If timely and promptly  notified of any action (and all claims
                  relating to such action) brought  against Master  Distributor,
                  based  upon a claim  that the  Service(s)  or the use  thereof
                  infringes a United States patent, Trade Mark, Service Mark, or
                  copyright  ("Infringement  Claim"),  PVI shall defend and hold
                  harmless  the Master  Distributor  against  such action at its
                  expense  and pay the costs  and  damages  awarded  in any such
                  action,  provided  that PVI  shall  have sole  control  of the
                  defense  of any  such  action  and  all  negotiations  for its
                  settlement or compromise. At any time during the course of any
                  Infringement  Claim,  or in PVI's  opinion,  the  Services are
                  likely to become the  subject of an  Infiingement  Claim,  PVI
                  will, at its option and its sole expense,  either  procure the
                  right to continue using the  Service(s),  or replace or modify
                  the same so that such Service(s) becomes non- infringing.  PVI
                  will not have  any  liability  to  Master  Distributor  for an
                  Infringement   Claim,   if  such  claim  results  from  Master
                  Distributor's modification of the Services in any manner.

         4.2      The foregoing  states the entire liability of PVI with respect
                  to an Infringement Claim.No costs or expenses will be incurred
                  by the Master Distributor in defense


                                        5

<PAGE>



                  of any such claim.  Notwithstanding  the provisions of section
                  4.2 PVI  shall be  liable to the  Master  Distributor  for the
                  Market Area fee paid  pursuant to this  Agreement in the event
                  that infringement  claim results in PVI's inability to provide
                  the  Service  in the  Market  Area  as  contemplated  by  this
                  Agreement.

         4.3      The purchase of the Services  contemplated  by this  Agreement
                  may result in an implied  license to the  End-User  to use the
                  Services patented by PVI. No license to make, sell, or use the
                  Services shall be created other than that explicitly set forth
                  in PVI's Service forms with the End-Users.

5        RIGHTS, SERVICES, AND OBLIGATIONS OF PVI

         5.1      PVI  reserves the right to modify the  characteristics  of its
                  Services.  The Master  Distributor  shall be advised by PVI of
                  any significant changes in Service(s) specifications. If these
                  changes are not  acceptable  to the  End-User,  PVI shall then
                  deal with the Master Distributors down line subscribers to the
                  Services  and take  all  reasonable  action  to  satisfy  said
                  End-User.

         5.2      PVI shall  provide the Master  Distributor  with all necessary
                  documents  and system  documentation,  required  to market and
                  sell the  Services,  which shall  remain the  property of PVI.
                  Such  documents  and  documentation  may be in written form or
                  transmitted  by tape,  diskettes,  e-mail,  or other  software
                  media, as determined by PVI.

         5.3      PVI shall  provide the Master  Distributor  with all pertinent
                  technical  and  sales   information  and  collateral   support
                  materials  referenced  in Section 3.7 above,  PVI shall inform
                  the  Master   Distributor   on  a  regular   basis  about  the
                  development  of new Services  and  applications,  trends,  and
                  competition   in  the  market.PVI   shall  provide   financial
                  assistance in implementing new changes in the form advertising
                  and promotions.

         5.4      PVI shall  provide the Master  Distributor  with the  training
                  free of charge and within reasonable limits., Persons eligible
                  for training are Master  Distributor's  sales  personnel.  The
                  Master  Distributor  shall  be  responsible  for  all  travel,
                  lodging, and all other out-of-pocket expenses related with the
                  training of its personnel.

         5.5      PVI  shall not  assign  more than one  Master  Distributor  in
                  Market Area defined on Exhibit 1.

         5.6      PVI shall:

                  (a)      Develop  and  produce  original  copy  (i.e.  layout,
                           verbiage, plates, negatives, dies, and/or other setup
                           materials)   of   all   necessary   advertising   and
                           collateral   support   materials  for  marketing  the
                           Services;



                                        6

<PAGE>



                  (b)      Provide  and   maintain  all   equipment   (hardware,
                           software,  and  co-location   facilities)  reasonably
                           necessary  to support the PVI  Services  marketed and
                           sold by the Master Distributor;

                  (c)      Provide and  maintain the  connectivity  necessary to
                           provision  the PVI Services  marketed and sold by the
                           Master Distributor;

                  (d)      Perform all fulfillment of the PVI Services  marketed
                           and sold by the Master Distributor.

                  (e)      Pay  all  Master  Distributor   Commissions  outlined
                           herein,  on a  timely  monthly  basis as  defined  in
                           section 2.3 of this Agreement.

                  (f)      PVI will in its best  efforts  at all times  maintain
                           the network  and  equipment  to provide the  Services
                           defined herein.

                  (g)      PVI warrants that it has the regulatory authority and
                           will  maintain  compliance  during  the  term of this
                           Agreement.

                  (h)      PVI  warrants  that it is  licensed  to  utilize  the
                           necessary  technologies  required to offer Service(s)
                           and will maintain said technology licenses during the
                           term of this Agreement.

6        LIMITATION OF LIABILITIES

         PVI  makes  no  warranties,   expressed  or  implied,   to  the  Master
         Distributor with respect to the Services. The Master Distributor agrees
         that PVI shall not be liable for any special, incidental,  indirect, or
         consequential  damages, or for the loss of profit,  revenue or Services
         even  if PVI  shall  have  been  advised  of the  possibility  of  such
         potential  loss or damage.  The Service is an  elective  Service by the
         customer  not a primary  means of Service  such as:  dedicated  service
         (T-l's) or local dial tone.

7        DURATION AND TERMINATION OF THE AGREEMENT

         7.1      This  Agreement   shall  be  effective  for  an  initial  term
                  commencing  on the  date  of  this  Agreement  (i.e.  date  of
                  execution by both Parties) and ending three (3) calendar years
                  thereafter.  If not  terminated  by notice by either  Party at
                  least  sixty  (60) days prior to the end of the  initial  term
                  hereof  or  any   renewal   term,   the   Agreement   will  be
                  automatically  renewed for an unlimited  number of  successive
                  one (1) year periods.

         7.2      Either Party may, without incurring any liability to the other
                  Party,  unilaterally and with immediate effect, terminate this
                  Agreement  at any time by a written  notice  sent to the other
                  Party in the event that:



                                        7

<PAGE>



                    (a)  The other Party fails, for any reason(s) whatsoever, to
                         perform any of its obligations under this Agreement and
                         fails to remedy such  default  within  thirty (30) days
                         after the  receipt  of written  notice of  default  and
                         request for cure which notice  shall be sent  certified
                         mail return receipt requested; or

                    (b)  The other Party becomes insolvent,  files or is subject
                         to  the  filing  of  judicial  process  under  any  law
                         relating to  bankruptcy  or  insolvency,  consents to a
                         receivership,  adopts an arrangement  with creditors is
                         dissolved,  enters into  liquidation,  or ceases  doing
                         business; or

                    (c)  The  Master  Distributor  uses the name of PVI,  or any
                         form thereof,  as a corporate name for doing  business,
                         or trade name, or otherwise,  without the prior written
                         consent of PVI; or

                    (d)  PVI will monitor all Master Distributor  marketing.  It
                         is  understood  by  the  Master   Distributor   that  a
                         requirement to maintain the Master  Distributorship  is
                         consistent  marketing efforts, to be defined as but not
                         limited to:  consistently  adding new Agents & Dealers,
                         the  addition of new  customers  at a  reasonable  rate
                         expected by Master  Distributors.  Any  inactivity,  AS
                         DEEMED AT THE SOLE  DISCRETION  OF PVI, will be grounds
                         for termination of this Master  Distributor  Agreement.
                         Should  this   termination  for  inactivity   right  be
                         exercised by PVI, the Master  Distributor will have the
                         option of converting to a standard and approved  Dealer
                         and  or  Agent  Agreement  and  will  be  subject  to a
                         Non-Compete  for a period of ninety  (90) days.  During
                         the Non-Competition  period the Master Distributor will
                         not  contact,  solicit,  or offer any  services  to PVI
                         customers  nor enter into any  relationship  that would
                         compete with the business of PVI.  Also,  all customers
                         submitted to PVI directly or through Agents/Dealers and
                         subsequent End-Users,  the Commissions due will be paid
                         as defined  herein  for the  length of this  agreement.
                         However, any Commissions paid on new business submitted
                         will be paid as  defined  within  the new  Agent/Dealer
                         Agreement   executed  by  both  parties.  A  reasonable
                         start-up  time will be extended and as long as Dealers,
                         Agents  and  End-users  are  being  added  to sell  and
                         purchase PVI Service(s), it will constitute activity.

8        EFFECT OF TERMINATION

         8.1      Upon expiration or termination of this  Agreement,  the Master
                  Distributor shall immediately (i) remove from its premises all
                  signs  advertising  the Services or which use the Marks,  (ii)
                  cease to  engage  in  advertising  or  promotional  activities
                  concerning PVI's Services and use of its Marks, (iii) cease to
                  represent in any manner that the Master  Distributor  has been
                  designated  by PVI as  such,  and (iv)  deliver  to PVI at the
                  Master Distributor's  expense, all price lists, sales manuals,
                  service  manuals,  and any other  documents  concerning  PVI's
                  Services which are in the Master Distributor's possession.


                                        8

<PAGE>



         8.2      Master Distributor shall, with the mutually agreed termination
                  of this Agreement,  have the right to claim reimbursement,  or
                  compensation  for  Distributors,  Dealers and Agents but shall
                  not  have the  right  for  compensation  for  alleged  loss of
                  goodwill,  loss of profits on anticipated  sales, or the like,
                  or have any other  liability  for losses or damages  resulting
                  from the termination this Agreement

9        PROTECTION OF PROPRIETARY INFORMATION

         9.1      The Master  Distributor  agrees to maintain in confidence  and
                  not to copy, reproduce,  distribute,  or disclose to any third
                  party,   without  the  prior  written  approval  of  PVI,  any
                  Proprietary Information.

         9.2      All  sales  of  the  Services  (inclusive  of  license  of the
                  Licensed  Software)  to Dealers and Agents are of the material
                  and  tangible  Services  only.  These sales,  however,  do not
                  include the sale of Services  design (and source and/or object
                  codes   pertaining  to  the  Licensed   Software)   which  are
                  Proprietary  to  PVI.  To  the  extent  any  such  Proprietary
                  Information is made available to the Master Distributor, it is
                  done on a  confidential  basis.  The Master  Distributor  will
                  neither disclose circuitry design details nor principles,  nor
                  software  codes  (of any  kind  related),  nor  copy  them for
                  purposes  of  manufacture,  nor  attempt  to  reverse-engineer
                  (de-compile)  or otherwise  alter the Services for any purpose
                  whatsoever.

         9.3      With respect to the  Proprietary  Information  relating to the
                  Master  Distributor's  business which is made available to PVI
                  by  the  Master  Distributor  to  allow  PVI  to  perform  its
                  obligations  under  this  Agreement,  PVI  will  instruct  its
                  personnel to keep such  information  confidential by using the
                  same cam and  discretion  that PVI uses  with  data  which PVI
                  designates as Proprietary Information.  However, PVI shall not
                  be required to keep  confidential any data which is or becomes
                  publicly  available,  is  already  in  PVI's  possession,   is
                  independently  developed  by PVI  outside  the  scope  of this
                  Agreement,  or is  legally  obtained  form third  parties.  In
                  addition,  PVI shall not be required to keep  confidential and
                  may use for PVI's benefit any ideas,  concepts,  know-how,  or
                  techniques  relating  to PVI's  Services  submitted  to PVI or
                  developed  during the term of this  Agreement by PVI personnel
                  or  jointly  by PVI and the  Master  Distributor's  personnel,
                  unless  otherwise   mutually  agreed  to  by  PVI  and  Master
                  Distributor.

         9.4      The  obligations  of the  Parties  under this  Section 9 shall
                  survive the expiration or termination of this  Agreement,  for
                  whatever reason, and shall be binding upon the Parties,  their
                  successors and/or assigns.

         9.5      The Parties  acknowledge  that the  obligations  and  promises
                  under this Section 9 are of a special,  unique character which
                  gives them particular  value,  and that a breach thereof could
                  result in irreparable  and  continuing  damage for which there
                  can  be  no  reasonable  or  adequate   damages,   remedy,  or
                  compensation in an action of law. Each Party shall be entitled
                  to injunctive relief, a decree for specific performance,


                                        9

<PAGE>



                  and/or other equitable  relief in the event of any breach,  or
                  threatened  breach by the other of its obligations or promises
                  under  this  Section  9, in  addition  to any other  rights or
                  remedies which it may possess (including  monetary damages, if
                  appropriate).

10       GENERAL

         10.1     This Agreement  shall be  interpreted  and its effect shall be
                  determined in accordance with the laws of the State of Texas.

         10.2     Both PVI and Master Distributor agree that prior to any filing
                  with any  jurisdiction  as  defined in  section  10.3  herein,
                  automatic  Arbitration  would  be the  first  solution  to any
                  dispute.  Both  parties  will  select  an  Arbitrator  and the
                  Arbitrators selected by both parties will select a third party
                  Arbitrator the three arbitrators will rule on any dispute. Any
                  ruling  by the  Arbitrator's  will be final.  The  Arbitrators
                  selected will be subject to the venues agreed to herein.

         10.3     The Master  Distributor  and PVI  consents  to venue,  and the
                  jurisdiction  of the courts of Texas or the courts of Michigan
                  and may only  file with  courts  located  in Dallas  County or
                  Oakland County and both parties agree that any dispute arising
                  under this Agreement shall be resolved in such jurisdictions.

         10.4     This  Agreement  cannot be assigned or sold to any third party
                  or any other  entity,  without first giving PVI first right of
                  refusal  and/or  without the prior  written  consent  from PVI
                  which shall not be unreasonably withheld.

         10.5     All  notices and  demands of any kind which  either  Party may
                  require or desire to serve upon the other  shall be in writing
                  and shall be delivered  either by personal  service or by mail
                  at the address of the  receiving  Party set forth below (or at
                  such different addresses as may be designated by such party by
                  written  notice to the  other  Party)  or by  facsimile.  Such
                  notice shall be deemed received on the earlier of (i) the date
                  when was  actually  received  or (ii) in the case of  mailing,
                  five (5)  business  days after being  deposited  in the United
                  States mail with sufficient  prepaid postage,  registered,  or
                  certified  mail with return  receipt  requested  and  properly
                  addressed,  or (iii) if by  facsimile  when the sending  Party
                  shall have received  facsimile  confirmation  that the message
                  has been received by the receiving Party's facsimile  machine.
                  If  notice  is sent by  facsimile,  a  confirmed  copy of such
                  facsimile shall be sent by mail to the receiving party.




                                       10

<PAGE>



         The address and facsimile  numbers of the Parties,  for purposes of the
         Agreement are as follows:

                  PVI                                  MASTER DISTRIBUTOR
                  Preferred Voice, Inc.                Answering Service, Inc.
                  6500 Greenville Ave., Ste. 570       25140 Lahser, Suite 100
                  Dallas, TX 75206-1002                Southfield, MI 48034

                  Facsimile:  214-265-9663             Facsimile:  248-353-2093
                  Attention:  G. Ray Miller            Attention:  John Robinson

         10.6     Any  provision  of the  Agreement  held  to be  invalid  under
                  applicable  law shall not render this  Agreement  invalid as a
                  whole, and in such event,  such provision shall be interpreted
                  so as to best accomplish'the  intent of the Parties within the
                  limits of applicable law.

         10.7     A valid contract  binding upon PVI and the Master  Distributor
                  comes into  being upon  execution  of this  Agreement  by duly
                  authorized  representatives of PVI and the Master Distributor.
                  This  Agreement  contains the exclusive  terms and  conditions
                  between the Parties  hereto with respect to the subject matter
                  hereof,   and  does  not  operate  as  an  acceptance  of  any
                  conflicting  or additional  terms and provisions of the Master
                  Distributor's Agreements with Distributors, Dealers or Agents,
                  which  shall  not  be  deemed  to  alter  the  terms   hereof.
                  Amendments to this  Agreement may be effected only in writing,
                  when signed by the Parties hereto  specifically  stating it is
                  intended to amend this Agreement.

         10.8     Costs of Enforcement:

                  If any action is  commenced by either  Party  concerning  this
                  Agreement,  the Party  which  prevails  in such action will be
                  entitled to a judgement  against the other Party for the costs
                  of  such   arbitration  or  action,   including   court  cost,
                  reasonable expenses of litigation,  and reasonable  attorneys'
                  fees.

         10.9     The Master Distributor  acknowledges that it is an independent
                  contractor.

IN WITNESS WHEREOF,  PVI and the Master  Distributor  hereby have duly executed,
signed,  and  initialed  each  page  of this  Master  Distributor  Agreement  in
duplicate originals on the dates indicated herein.

PREFERRED VOICE, INC.                         ANSWERING SERVICE, INC.


/s/ Richard K. Stone                          /s/ John Robinson
-----------------------------------           ----------------------------------
By Richard K. Stone, Vice-President           By John Robinson
Authorized Signature                          Master Distributor
                                              Authorized Signature

Date:             12/30/98                    Date:             1/21/99
        ---------------------------                    -------------------------

                                       11

<PAGE>


                                   EXHIBIT 1 A

Market Area Fee:           $30,000.00

Market Area:

The State of Michigan

1. All NXX's  (exchanges are included and defined as NXX's as part of the Market
Area).

2. The Master Distributor will pay $30,000 up front.

                           -        $15,000 due upon signature of this agreement
                           -        $15,000 due on January 29, 1999

For each up-front dollar (does not include any portion of the Master Distributor
fee  financed by PVI or any Market Area other than what is defined on Exhibit 1)
paid by the Master  Distributorship,  PVI will issue one (1) PVI  Warrant to the
Master  Distributor,  at a strike  price of $1.00,  in the name  provided by the
Master  Distributor.  The Master  Distributor  may sell the  Warrant at any time
during the period defined in the Warrant Agreement  forthcoming and according to
the rules established by the Warrant Agreement. This  statement/explination will
be  superceded  by the  Warrant/Stock  Agreement  executed by and  between  both
parties to be provided by PVI within 15 working  days of the  execution  of this
Master  Distributor  Agreement.  This  offer  may be  replaced,  changed  and/or
terminated if this agreement and the Master  Distributorship fee is not executed
and  received by January 15,  1999.  Any  deposits  for future  Market Areas are
included and will be awarded dollar for dollar as defined above, one Warrant for
each dollar spent for the reservation of a Market Area.


                                       13

<PAGE>



                               EXHIBIT 2 PRODUCT 1

EMMA Telephone Receptionist

PRODUCT DESCRIPTION: EMMA TR is  the world's first  central  office "voice  auto
attendant".

PRODUCT  APPLICATION:  EMMA TR is a viable way for  businesses  to answer  their
phones  professionally,  24 hours a day 7 days a week.  EMMA's predatory pricing
and user friendly  features are  revolutionary to a $2.3 billion market that has
not had any competition to date.

TARGET MARKET: All companies that  require an attendant  during office hours and
after hour answering services.

PRODUCT FEATURES & BENEFITS:

Consistent  professional  receptionist       24 hours 7 days a week
50% less cost than competition               Local locate
Extended local calling                       No CPE required

PRODUCT DISTRIBUTION:  A franchise approach will be used for product deployment.
A "Master  Distributor"  will be secured in each  market  area,  the most likely
candidates will be current TAS, voice mail and paging providers with established
customers within the specific market area.

PRODUCT PRICING:

$19.95 per answered line                     Expanded local dialing - (varies)
$4.95 local locate                           $49.95 Set-up fee
$4.95 Per personal directory                 $0.12 Long distance dialing

DISTRIBUTOR COMMISSIONS: Up-front and residual commissions. can be earned.

COMPETITION:  Telephone Answering Services, Paging Companies and Voice Mail
Companies.



                                       14

<PAGE>



                               EXHIBIT 2 PRODUCT 2

EMMA Virtual Personal Assistant
SERVICE DESCRIPTION:  VIP 800 VPA is a revolutionary service that addresses four
important areas for the average business person: time management,  connectivity,
single number simplicity and low cost. It allows the business user to never miss
a call and allows  them the  ability to  receive a call,  via the  revolutionary
ability to call forward a personal 800 toll free number to any number,  from any
phone anywhere at anytime. It allows them to screen out calls to voice mail that
they wish not to take and utilize the most advanced  speaker  independent  voice
recognition technology, to place calls by speaking the name of the individual or
business they wish to call from their pre- programmed voice  directory.  Best of
all it is reliable, convenient, user friendly and the predatory pricing makes it
affordable for everyone.

SERVICE  APPLICATION:  VIP 800 VPA is  specifically  designed  for the  business
person that is on the move or dealing with multiple time zones. They can receive
calls from their cellular phone, office phone, home phone, hotel phone,  clients
phone,  friend's  cellular  phone and any phone they choose etc.  Basically  the
business  person can receive a call anytime  anywhere from any phone.  They also
have the ability to screen calls to voice mail that they do not want.  They will
also be able to put into storage their Palm Pilots and address books with all of
their contacts and phone numbers loaded into their voice  directory by PVI. They
simply  speak the name from  their  directory  and the call is  completed.  This
service  is the answer to the four  aforementioned  challenges  to the  business
person today:  time management  connectivity,  single number  simplicity and low
cost. The business person's customers and potential customers will only have one
number to  remember,  not 3 to 4 numbers for their  contact  person as they have
today.

TARGET MARKET:  Local, regional,  national and international business travelers.
Large corporations right down to the home based business and individuals.

PRODUCT FEATURES & BENEFITS:

Single number                                    Home base pricing
Single number locate                             Voice dialing directory
Call screening                                   No numbers to remember
Availability at all times                        No manual dialing
Ultimate customer service                        Eliminates hard fraud
Becomes LD calling card                          Local access to voice directory
Time Management                                  Connectivity

PRODUCT  DISTRIBUTION:  Affinity  Groups,  Telecom  Resellers,  Internet Service
Providers, Multi- Level Marketing Companies, Paging Companies, Executive Suites,
Shared Tenant Providers and TAS Companies.



                                       15

<PAGE>



PRODUCT PRICING:

$4.95 - 800 number  reservation              $4.95 call screening
$0.12 per/min - home base calls              $5.00 Local  locate
$0.22  per/min - outside  home base          Expanded local dialing (varies)
Adds moves & changes ($.025)                 $29.95 Set-up fee

DISTRIBUTOR COMMISSIONS:  Up-front and residual commissions can be earned.

COMPETITION:  Certain  companies that offer locate type functions  through voice
mail today such as, Wild Fire and various other  non-voice  touch tone activated
service.  The problem the competition faces against the PVI EMMA product line is
they are not competitively priced (due to their equipment architecture costs and
software deficiencies) and they are not user friendly, unlike EMMA.


                                       16

<PAGE>



                               EXHIBIT 2 PRODUCT 3

EMMA FAMILY & FRIENDS

SERVICE  DESCRIPTION:  VIP 800 family & friends is a user friendly  service that
gives  family and  friends  the  ability to dial the family toll free number and
access a common directory of names. The caller simply speaks the name of someone
in the directory and they will be connected to them.  It's just that simple,  no
numbers to look up or dial and the only  authorized  users are those  family and
friends with the VIP 800 number.

SERVICE  APPLICATION:  Many families are scattered across the state and country.
This VIP 800  service  allows  you to always  stay in touch,  whether  it is for
normal everyday  communication or in the case of an emergency.  Grandparents can
provide  their  grand-children  with a number  that they can reach  them on, the
parents can provide the grand-parents a number that they can reach them anywhere
in the USA. PVI can provide  nap-sack tags for the smaller children and even dog
tags can be ordered with the family 800 number on the tag. The  convenient  easy
to use speaker  independent voice directory will be  pre-programmed  with all of
the participants  numbers:  office,  home, cellular etc. This service also comes
with a locate feature so that if your children or other family members need you,
they can easily find you no matter where you are: work, cell phone,  lake house,
home,  hotel,  etc.  This VIP 800 service can also be set-up with a "fraud free"
guarantee,  which is great for kids in  college.  As with all VIP 800  services,
family & friends is priced for all budgets.

TARGET MARKET:  Families and friends.

PRODUCT FEATURES & BENEFITS:

Emergencies                                          Only one number to remember
Fraud control                                        Connectivity
Everyday communication                               Single number locate

PRODUCT DISTRIBUTION:  Affinity Groups, Telecom Resellers, Internet Service
Providers, Multi- Level Marketing Companies, Paging Companies.

PRODUCT PRICING:
$4.95 - 800 number  reservation         $4.95 call screening
$0.12 per/min - home base calls         Local locate no cost
$0.22 per/min - outside  home base      Expanded  local dialing (varies)
Adds moves & changes ($.025)            $29.95 Set-up fee

DISTRIBUTOR COMMISSIONS:  Up-front and residual commissions can be earned.



                                       17

<PAGE>



COMPETITION: None that has been identified other than 800 numbers offered by the
long distance carriers that terminate at the home (one number) only.


                                       18

<PAGE>



                               EXHIBIT 2 PRODUCT 4

EMMA Virtual Office

PRODUCT DESCRIPTION:  EMMA Virtual Office creates an identity and a professional
answering service for companies that have offices in more than one location.

PRODUCT  APPLICATION:  EMMA  V.O.  is  a  product  designed  for  companies  and
consultants  that are in  different  offices/locations.  It  could be  different
offices in the same city or offices in a located  different states. It gives the
company the  appearance of one central  office/location.  EMMA answers the phone
professionally and connects the caller to their party or sends the call to their
current voice mail system.

TARGET MARKET:  Business  people that work from home,  companies with offices in
more than one location  and  consultants  that work on projects  for  consulting
firms. Realtors such as Re Max and others.

PRODUCT FEATURES & BENEFITS

Consistent professional receptionist                  24 hours 7 days a week
Call Screening                                        Single number locate
Call forwarding to remove offices                     No CPE required
Time management                                       Connectivity

PRODUCT DISTRIBUTION:  A franchise approach will be used for product deployment.
A "Master  Distributor"  will be secured in each  market  area,  the most likely
candidates will be current TAS, voice mail and paging providers with established
customers within the specific market area.

PRODUCT PRICING:

$19.95 Monthly cost                                   $49.95 Set-up fee
$4.95 Per one number locate                           Expanded Local (varies)
$4.95 Locate screening                                $0.18 per minute
$.05 Per call cost (local)

DISTRIBUTOR COMMISSIONS:  Up-front and residual commissions can be earned.

COMPETITION:  Wildfire and touch tone driven services.




                                       19

<PAGE>



                               EXHIBIT 2 PRODUCT 5

EMMA International Direct

PRODUCT  DESCRIPTION:  EMMA I.D. will allow  companies that would like to have a
presence in the United  States  with their own toll free 800  number.  EMMA will
call forward the 800 number to an office(s) internationally.

Product  Application:  EMMA I.D.  allows a company that is doing business in the
states to  forward  calls to an office  located  internationally  for  handling.
Currently  companies that are located in other country cannot have an 800 number
that  terminates into another  country.  This is the only 800 number that allows
voice  call  forwarding  to single or  multiple  locations.  In  addition,  when
companies that use this service have  employees  traveling in the states the 800
number becomes a calling card.

TARGET MARKET:  International companies doing business in the United States that
do not have  offices here or need to send calls to an  international  office for
handling.

PRODUCT FEATURES & BENEFITS

Consistent  professional  receptionist       24 hours 7 days a week
Intelligent  Call Forwarding                 Smart  calling  card
Single  number  dialing for  customers       No CPE required

PRODUCT DISTRIBUTION:  A franchise approach will be used for product deployment.
A "Master  Distributor"  will be secured in each  market  area,  the most likely
candidates will be current TAS, voice mail and paging providers with established
customers  within the  specific  market area.  Affinity  groups will also secure
business opportunities for this product.

PRODUCT PRICING:

$9.95 per month                                            $99.95 Set-up fee
Per minute charges based on country

DISTRIBUTOR COMMISSIONS:  Up-front and residual commissions can be earned.

COMPETITION:  Wildfire and touch tone driven services.



                                       20

<PAGE>



                               EXHIBIT 2 PRODUCT 6

EMMA Corporate Direct

PRODUCT  DESCRIPTION:  EMMA C.D.  offers  the  ability  to any  customer/company
instant connectivity to any employee that has EMMA VPA.

PRODUCT  APPLICATION:  EMMA C.D.  allows a company  to  enhance  their  EMMA VPA
service.  The  companies  EMME VPA numbers  are loaded into a data-base  that is
assigned its own 800 number.  By dialing the 800 number and speaking the name of
the person you will be automatically connected to their VPA locate number.

TARGET MARKET:  This can be a

PRODUCT FEATURES & BENEFITS

Consistent  professional  receptionist       24 hours 7 days a week
Intelligent  Call Forwarding                 Smart  calling  card
Single  number  dialing for  customers       No CPE required

PRODUCT DISTRIBUTION:  A franchise approach will be used for product deployment.
A "Master  Distributor"  will be secured in each  market  area,  the most likely
candidates will be current TAS, voice mail and paging providers with established
customers  within the  specific  market area.  Affinity  groups will also secure
business opportunities for this product.

PRODUCT PRICING:

$9.95 per month                                            $99.95 Set-up fee
0.16 Per minute cost

DISTRIBUTOR COMMISSIONS: Up-front and residual commissions can be earned.

COMPETITION:  Wildfire and touch tone driven services.



                                       21

<PAGE>


                                    EXHIBIT 3

EMMA VPA, FF, ID, CD Commission Schedule:

30% Per 800 number reservation
10% Residual Commission paid on the per minute billing
10% Residual Commission paid any other Services purchased by customer
50% one time  set-up  fee
All Commissions are paid on collected revenue only

EMMA TR & VO Commission Schedule:

50% per month (Per line  answered)
30% per month (One number  locate)
50% Set-up fee (One time Commission)
10% Residual Commission paid on the per minute billing
10% Residual Commission paid any  other  Services  purchased  by  customer
$1.00  Per  month  (EMMA TAS Territory Over-ride)
All Commissions paid on collected revenues only



                                       22