EXHIBIT 10.25

                          MASTER DISTRIBUTOR AGREEMENT


THIS MASTER DISTRIBUTOR  AGREEMENT (the  "Agreement"),  by and between Preferred
Voice, Inc. ("PVI"), a corporation  organized and existing under the laws of the
State of Delaware authorized to do business in Texas, and Voice Retrieval,  Inc.
("Master  Distributor"),  a corporation organized and existing under the laws of
the State of Texas. This Agreement shall become effective  beginning on the last
date of signature hereto (the "Effective Date").

                                     RECITAL

WHEREAS,  PVI is in the business of providing certain voice recognition products
and services having multiple applications in the telecommunication industry; and

WHEREAS,  Master  Distributor  is a member of an  affiliated  group of companies
which provide various  telecommunication  related  services  including  Personal
Communication Services (PCS), Telephone Answering Services (TAS), long distance,
voice mail and paging services; and

WHEREAS,  in order to increase its sales of the products  and  services,  PVI is
establishing a national  distribution  network  through the creation of multiple
distributorships  who will have geographic areas of primary  responsibility  but
not exclusive areas, as described herein (the "Distributorships"); and

WHEREAS,  the Master Distributor  desires to establish a Distributorship and PVI
has agreed to grant the Master  Distributor  the  distribution  rights set forth
herein.

                              TERMS AND CONDITIONS

NOW THEREFORE for and in consideration  of the mutual premises  described herein
and for other good and valuable  consideration  the receipt and  sufficiency  of
which is hereby acknowledged the parties hereto agree as follows:

 1.      DEFINITIONS.  The  definitions  set  forth  above  and   the  following
         definitions shall apply to this Agreement:

         1.1      Affinity Groups means  organizations whose membership consists
                  of persons who derive benefits from the group or who otherwise
                  wish to support the group.

         1.2      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.

         1.3      Accounts shall mean purchasers of Services.

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




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

         1.6      End-Users means persons using PVI's Services.

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

         1.8      Market   Area  means  that   non-exclusive   geographic   area
                  identified on Addendum "A" attached hereto.

         1.9      National  Account  means  national and regional  entities that
                  operate in multiple locations in different territories.

         1.10     PVI 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 or of the  applied  party
                  hereto 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

         1.11     Services   or  PV1   Services   means  any   telecommunication
                  service(s) or equipment offered by PVI.

2.       APPOINTMENT OF MASTER DISTRIBUTOR AND MARKET AREA.

         2.1      Subject  to  the  terms  and  provisions  hereof,  PVI  hereby
                  appoints Master  Distributor,  and Master  Distributor  hereby
                  accepts such appointment,  as PVI's sole Master Distributor in
                  the  Market  Area.  PVI  will not  appoint  any  other  Master
                  Distributor  in the same Market Area during the Term but other
                  master distributors of PVI and PVI itself may sell to Accounts
                  in the Market Area.

         2.2      Master  Distributor  shall  market  and sell the  Services  to
                  Accounts  within  the  Market  Area at the prices set forth in
                  Addendum "B" attached  hereto.  The Master  Distributor  shall
                  have the right but not the  obligation  to market and sell PVI
                  Services outside the Market Area within the continental United
                  States and Master Distributor agrees that the prices set forth
                  in Addendum "B" shall also apply to such sales.

         2.3      PVI  hereby  grants  to  Master  Distributor  a  limited,  non
                  exclusive  license to brand, co brand market and sell services
                  using the "Voice  Retrieval and  information  Services"  name,
                  logo,  trademark  and  goodwill,  which  PVI  acknowledges  is
                  exclusively owned by Master  Distributor.  Under the foregoing
                  license and with the prior  approval of PVI, such approval not
                  to be reasonably withheld or delayed, Master Distributor shall




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                  be licensed to brand,  co-brand,  market and sell the services
                  using  any  other  name,  logo or  trademark  that is owned or
                  developed by Master Distributor.

3.       PRICING.

         3.1      PVI may change the prices for its  Services  at any time,  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;  provided,
                  however,  National  Accounts/Affinity Groups may require other
                  rate plans and PVI will not be  required  to offer  those rate
                  plans to the Master Distributor. 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  offered  will be  approved  by PVI and at PVI's  sole
                  discretion and the Master Distributor will be eligible to earn
                  Commissions as further defined herein.

4.       COMMISSIONS.

         4.1      Master  Distributor  shall  be  entitled  to  Commissions  for
                  Accounts  established  by Master  Distributor  both inside and
                  outside of the Market Area. Master  Distributor shall bill the
                  Accounts established by the Master Distributor both inside and
                  outside the Market Area in accordance with reasonable business
                  practices.   Master  Distributor  shall  use   reasonable/best
                  efforts to collect  the amounts  owed by Accounts  both inside
                  and outside the Market Area. Within thirty (30) days following
                  the end of any calendar mouth during which the agreement is in
                  effect,  Master  Distributor shall remit to PVI the difference
                  between (i) the gross amount  collected from Accounts for such
                  calendar  month,  less (ii) the  commissions  earned  for such
                  calendar month by Master  Distributor  in accordance  with the
                  commission schedule set forth in Addendum "C" attached hereto.
                  All Residual Commissions accrued to Master Distributor will be
                  paid quarterly.

         4.2      In the event PVI adds new Services, Master Distributor and PVI
                  shall mutually agree upon a Commission  schedule particular to
                  each new Service, which schedule shall be added as an Addendum
                  to this Agreement.

         4.3      Commissions  will be paid on collections  received by PVI from
                  Accounts  established  by Master  Distributor  both within and
                  outside  the Market  Area.  The  Commission  to be paid Master
                  Distributor  for sales made outside,  the Market Area shall be
                  less any master  distributor  over-rides for collections  from
                  outside of the Market Area.

         4.4      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  (as those  terms are  defined  herein).  Should the
                  National  Account/Affinity  Group  Agreement  for PVI Services
                  through the Master Distributor at retail rates that are not





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                  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  Addendum to be attached to this
                  Agreement.

         4.5      Master  Distributor shall not be entitled to any Commission on
                  any National  Account or Affinity  Group  obtained by PVI that
                  was not previously  contracted by the Master  Distributor.  In
                  the Market  Area,  Master  Distributor  will be  entitled to a
                  Commission  as  described  on  the  attached  Addendum  "C" on
                  Accounts  other than  National  Accounts  or  Affinity  Groups
                  obtained by PVI in the Market Area.  Master  Distributor shall
                  not be  entitled to any  Commission  on sales made to Accounts
                  within the Market Area but by another master distributor.

         4.6      It may be  necessary  for PVI to work  directly  with  certain
                  National  Account  prospects  or  Affinity  Groups  within the
                  Market 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.

5. OTHER BUSINESS.  During the Term,  Master  Distributor may not enter into any
joint  venture,  establish  new  corporation  or other  entity,  or acquire  any
interest  in a company  (or  entity)  which  competes  with the  business of PVI
through  the  sale of any  service,  that is  substantially  equivalent  to,  or
competitive  with, any of PVI's  Services or through the  manufacture or sale of
equipment  or other  goods  that may be used to provide  services  substantially
equivalent to or competitive  with any of PVI's Services.  It is understood that
the Master Distributor may do other similar business within Master Distributor's
sole  discretion  that perform  similar  functions  however  those alike telecom
services will not incorporate  VOICE RECOGNITION  TECHNOLOGY.  In the event that
PVI begins selling its Services  within the Market Area, by any means other than
through Master  Distributor,  the restrictions  placed on Master  Distributor in
this Section 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 Account acquired by Master Distributor during the Term.
PVI  warrants  that it will not enter  into the Voice Mail  business  within the
Master Distributor Market Area.

6.       FEE.

         6.1      The  Master  Distributor  will pay a fee to secure  the Master
                  Distributorship within the Market Area. The Market Area is not
                  to be CONSIDERED AN EXCLUSIVE MARKETING AREA.

7.       OBLIGATIONS OF MASTER DISTRIBUTOR.

         7.1      Master Distributor may market and sell the Services within and
                  outside  the Market  Area  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





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                  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 advance and in
                  writing by PVI.

         7.2      It will be the Master  Distributor's  sole  responsibility  to
                  design Agent and Dealer  Commission plans as it relates to the
                  Master Distributor's  business and the Master Distributor will
                  have the sole right to adjust those plans.  Master Distributor
                  shall be solely  responsible for training and compensating all
                  its Distributors, Dealers, and Agents.

         7.3      Master  Distributor  shall  use  reasonable  to  establish  an
                  efficient  network  within the Market  Area in order to obtain
                  maximum  sales of PVI's  Services and 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.

         7.4      Master  Distributor  shall  advertise  PVI's  Services  in the
                  Market Area and  participate  in trade shows and other  venues
                  that will stimulate sales.  Master  Distributor  shall, in its
                  sole discretion, determine the amount and the form of any such
                  advertising,  subject to PVI's  review  right in regard to the
                  Marks, as described below, and shall be solely responsible for
                  the costs and expenses incurred in connection therewith.

         7.5      In  all  advertising,  trade  shows,  conventions,  and  other
                  promotions,  as well as in all sales and technical literature,
                  the  name  of  PVI  and  the  Marks  shall  be  evidenced  and
                  respected.  Master  Distributor  shall  use the Marks in their
                  original  form,  unless  otherwise  approved in advance and in
                  writing by PVI. All  advertising  material and other  material
                  bearing  any  Mark or the name of PVI  (the  "Mark  Material")
                  shall be subject to the prior written  approval of PVI,  which
                  PVI may not unreasonably withhold.

         7.6      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  sufficient  to
                  meet  the  demand  for  Services  (the   "Collateral   Support
                  Material").

         7.7      Master  Distributor  shall forward any money collected for PVI
                  as it relates to the PVI  Services  or  otherwise  on a weekly
                  basis.

8.  MERGER.  Should  PVI be  acquired  or merge with  another  company or change
ownership in any way, this  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.





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9.       INDEMNITY.

         9.1      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 as
                  permitted  by PVI  infringes  a  trademark,  service  mark  or
                  copyright  or due  to the  negligence,  gross  negligence,  or
                  reckless  disregard of PVI ("Infringement  Claim"),  PVI shall
                  indemnify,  defend and hold  harmless  the Master  Distributor
                  against such action provided that PVI shall, have sole control
                  of the defense of any such action and all negotiations for its
                  settlement or compromise.  Master  Distributor shall cooperate
                  with PVI in regard to the defense of Infringement  Claims.  If
                  at any time during the course of any Infringement Claim, or in
                  PVI's  opinion,  the Services are likely to became the subject
                  of an Infringement 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 or Master  Distributor's  conduct
                  outside the scope of this Agreement.

         9.2      The foregoing  states the entire liability of PVI with respect
                  to an Infringement  Claim.  Notwithstanding  the provisions of
                  this Section PVI shall be liable to the Master Distributor for
                  a return of the Market Area Fee actually paid pursuant to this
                  Agreement  and  all  Commissions  due as of the  date  of such
                  inability  in the event  that  Infringement  Claim  results in
                  PVI's  inability to provide the Services in the Market Area as
                  contemplated by this Agreement.

         9.3      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.

         9.4      Master  Distributor  agrees  to  defend,  indemnify,  and hold
                  harmless PVI from and against all claims, losses, liabilities,
                  lawsuits  and  damages  relating  to and/or  arising  from any
                  action  or   omission  by  Master   Distributor   which  would
                  constitute   a  breach  or  default   under   this   Agreement
                  (collectively, the "Claims"). PVI agrees to provide reasonable
                  notice  to  Master  Distributor  of each  such  Claim.  Master
                  Distributor  reserves  the right to  control  the  defense  as
                  against any Claim.  PVI reserves the right to  participate  in
                  the  defense of any Claim with  counsel of PVI's own  choosing
                  and at PVI's sole cost.  Master  Distributor  may not settle a
                  Claim without the prior written approval of PVI which approval
                  will not be unreasonably withheld or delayed.

10.      OBLIGATIONS OF PVI.

         10.1     PVI  reserves the right to modify the  characteristics  of its
                  Services  without  the  consent  of  the  Master   Distributor
                  provided  such  modification  does not result in a substantial
                  expenditure by Master Distributor, or a reduction in the





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                  Commission  due  Master  Distributor  as of the  date  of such
                  modification.  The Master  Distributor shall be advised by PVI
                  of any significant changes in Service(s) specifications.

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

         10.3     PVI shall timely  provide the personnel of Master  Distributor
                  with  training  in regard to the  Services  free of charge and
                  within  reasonable  limits.  PVI shall be responsible  for all
                  travel,  lodging, and all other out-of-pocket expenses related
                  with the  training of its  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.

         10.4     PVI shall  develop and  produce  original  copy (i.e.,  layout
                  verbiage,   plates,   negatives,   dies,  and/or  other  setup
                  materials) of Collateral  Support  Materials for marketing the
                  Services. The cost of reproduction and storage shall be Master
                  Distributor's sole responsibility.

         10.5     PVI shall use  reasonable  efforts to 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.

         10.6     PVI shall use  reasonable  efforts to provide and maintain the
                  connectivity  necessary  to the  provision of the PVI Services
                  marketed and sold by the Master Distributor.

         10.7     PVI shall use reasonable efforts to perform all fulfillment of
                  the PVI Services marketed and sold by the Master Distributor.

11.      WARRANTIES AND REPRESENTATIONS.

         11.1     PVI warrants and represents to Master  Distributor that it has
                  the  regulatory  authority  required to offer the Services and
                  that PVI will maintain compliance during the Term.

         11.2     PVI warrants and represents to Master  Distributor  that it is
                  licensed to utilize  the  necessary  technologies  required to
                  offer  Services  and will use  reasonable  efforts to maintain
                  said technology licenses during the Term.

         11.3     Each of PVI and Master Distributor (each,  "Warranting Party")
                  warrant and represent to the other that  Warranting  Party has
                  the legal capacity and authority to enter into this Agreement,
                  to become  legally  obligated  under  this  Agreement,  and to
                  perform Warranting Party's obligations under this Agreement.





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         11.4     Master  Distributor  and PVI covenants that all materials that
                  each  such  party  develops  for  its  use or  the  use of its
                  respective  Master  Distributors,   Dealers,  Distributors  or
                  Agents under this Agreement and any related agreement will not
                  infringe  upon or  misappropriate  any  trademark,  copyright,
                  service mark, privacy, publicity or other third party right.

         11.5     Master Distributor  warrants and represents to PVI that Master
                  Distributor has or will obtain the personnel and other sources
                  required  for Master  Distributor  to fulfill its  obligations
                  hereunder.

12.      Not Applicable.

13. DISCLAIMER. PVI makes no warranties, expressed or implied, including without
limitation  the  implied  warranties  of fitness  for a  particular  purpose and
merchantability  to the master  distributor with respect to the services and all
such warranties are disclaimed.

14. TERM, TERMINATION AND REMEDIES.

         14.1     This  Agreement   shall  be  effective  for  an  initial  term
                  commencing on the Effective  Date and ending ten (10) calendar
                  years thereafter (the "Term").  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.  Each  such  renewal  period  shall be
                  included within the Term.

         14.2     Either party hereto  without  incurring  any  liability to the
                  other  party  may  unilaterally  and  with  immediate  effect,
                  terminate  this  Agreement at any time by delivering a written
                  notice of termination to the other party  ("Recipient") if any
                  of the following "Defaults" occur:

                  a.       the Recipient  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; or

                  b.       Recipient ceases to do business; or

                  c.       Recipient  files for  bankruptcy  relief or is placed
                           into   involuntary   bankruptcy   so   long  as  such
                           involuntary  bankruptcy  petition  is  not  dismissed
                           within sixty (60) days following the filing; or

                  d.       Recipient is generally unable to pay its debts as
                           they become due; or

                  e.       Recipient's   business   is  placed   under  a  Court
                           appointed receiver.





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         14.3     Each  party may  pursue  all  available  remedies  under  this
                  Agreement  and/or  applicable  law in the  event of a  Default
                  subject to the terms hereof.

         14.4     If  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 then
                  PVI may  immediately  terminate  this  Agreement by delivering
                  written notice to Master Distributor.

         14.5     A requirement  to maintain the  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, etc. Any material  inactivity,
                  AS DEEMED AT THE SOLE  DISCRETION  OF PVI, will be grounds for
                  termination of this  Agreement by delivering  thirty (30) days
                  written notice to Master Distributor providing such inactivity
                  is not discontinued within such thirty (30) day period. 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  noncompete  agreement  for a period of ninety
                  (90) days  following  Master  Distributor  delivering to PVI a
                  written notice of such election.

         14.6     Upon  the   termination   of  this  agreement  by  the  Master
                  Distributor  due to PVI's  default  under any of sections 14.2
                  (b)-(e)  of  this  agreement   (PVI's   inability  to  deliver
                  service),  Master  Distributor shall have the option and right
                  of first refusal (the "Option") for thirty (30) days following
                  such  termination  (the "Option Period) to purchase all of the
                  active  phone  numbers  owned or operated by PVI in the Market
                  Area that the Master Distributor,  through it's sales efforts,
                  have contracted  with to provide PVI's Services.  The purchase
                  price of the phone  numbers  shall be (i) three (3) times (ii)
                  the  average  monthly  gross  revenue  for the Market Area for
                  three  (3)  months  immediately  preceding  the  date  of such
                  termination.  Master  Distributor shall exercise the Option by
                  delivering  written  notice  of it's  intent to  exercise  the
                  Option to PVI prior to the  expiration  of the Option  Period.
                  The Master  Distributor shall deliver the total purchase price
                  within the thirty  (30) day period  after the intent to option
                  is exercised.  Upon delivery of the total purchase price,  PVI
                  agrees and  covenants  to transfer the total  purchase  price,
                  free  and  clear  of any  encumbrances,  and to  execute  such
                  documents and take such action as is necessary to transfer and
                  evidence  the  transfer  of the Phone  Numbers  to the  Master
                  Distributor.  The Master  Distributor  understands  that Phone
                  Numbers  are of the  public  domain  and that the user of such
                  Phone   Numbers  may  have  the  authority  to  determine  the
                  ownership  of  such  numbers   through  legal  and  regulatory
                  conditions.

15.      EFFECT OF TERMINATION.

         15.1     Upon expiration or earlier termination of this Agreement,  the
                  Master  Distributor  shall  immediately:  (i) remove  from its
                  premises  all  signs  and  other  materials   advertising  the
                  Services  or which  use the  Marks;  (ii)  cease to  engage in
                  advertising or promotional activities concerning PVI's





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                  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.

         15.2     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 of this Agreement.

16.      CONFIDENTIALITY.

         16.1     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 PVI
                  Proprietary Information.

         16.2     All information which Master  Distributor  considers to be its
                  confidential  information  must be  designated  in  writing as
                  "Confidential  Information"  at the time such  information  is
                  disclosed  to PVI. In regard to  Confidential  Information  of
                  Master  Distributor  disclosed  to PVI,  PVI agrees to use the
                  same care and  discretion to prevent  unauthorized  disclosure
                  that PVI uses with  similar data which PVI  designates  as PVI
                  Proprietary Information. However, PVI shall not be required to
                  keep  confidential  any  data  which  is or  becomes  publicly
                  available, through no fault of PVI or any other person under a
                  duty  to  keep  such  information  confidential,  is in  PVI's
                  possession  prior  to the  Effective  Date,  is  independently
                  developed  by PVI  outside the scope of this  Agreement  or is
                  legally  obtained from 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  by PVI  personnel  or  jointly  by PVI  and  the  Master
                  Distributor's  personnel,  unless otherwise mutually agreed in
                  writing by PVI and Master Distributor. PVI may disclose Master
                  Distributor's  Confidential Information to PVI's employees and
                  professionals  such as  accountants  and  attorneys  on an "as
                  needed" basis,  provided  however,  that such persons agree to
                  maintain the confidentiality of the information.

         16.3     The obligations of the parties hereto under this Section shall
                  survive  the   expiration  or  earlier   termination  of  this
                  Agreement,  for whatever reason, and shall be binding upon the
                  parties, their successors and/or assigns.

         16.4     The  parties  hereto  acknowledge  that  the  obligations  and
                  promises under this Section 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.





                                       10

<PAGE>



         16.5     Each party hereto shall be entitled to  injunctive  relief,  a
                  decree for specific performance, 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, in addition
                  to any other  rights or  remedies  which it may  possess or to
                  which  it  may  be  entitled  under  this   Agreement   and/or
                  applicable  law,  subject  to  the  terms  hereof   (including
                  monetary damages, if appropriate).

         16.6     Neither  party hereto shall be in breach of this  Agreement by
                  disclosing  information protected by this Section of the other
                  party hereto pursuant to an order of a Court or Administrative
                  Tribunal  of  competent  jurisdiction;  provided,  however the
                  party so compelled to disclose shall inform the other party in
                  advance and in writing of the possibility of such an order.

17.      GENERAL.

         17.1     This Agreement  shall be  interpreted  and its effect shall be
                  determined in  accordance  with the laws of the State of Texas
                  and applicable United States federal law.

         17.2     Each of the Master  Distributor and PVI consent to venue,  and
                  the  jurisdiction  of the state and  federal  courts of Dallas
                  County,  Texas and both parties  hereto agree that any dispute
                  arising  under  this  Agreement  shall  be  resolved  in  such
                  jurisdiction.

         17.3     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.

         17.4     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  deemed  delivered  when  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. The address and facsimile numbers
                  of the parties, for purposes of the Agreement are as follows:

                  PVI                                   MASTER DISTRIBUTOR
                  Preferred Voice, Inc.                 Voice Retrieval, Inc.
                  6500 Greenville Ave., Ste. 570        3222 Skylane
                  Dallas, TX 75206-1002                 Carrollton, TX 75006
                  Facsimile: 214-265-9663               Facsimile: 972-380-0118
                  Attention: G. Ray Miller              Attention: Mark Babtista



                                       11

<PAGE>





         17.5     Any provision of the  Agreement  held to be invalid by a court
                  of  competent  jurisdiction  under  applicable  law  shall not
                  render this Agreement  invalid as a whole,  and in such event,
                  such  provision  shall be  interpreted by a court of competent
                  jurisdiction  so as to  best  accomplish  the  intent  of  the
                  parties within the limits of applicable law.

         17.6     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.

         17.7     If any action is  commenced by either  party  concerning  this
                  Agreement,  the party  which  prevails  in such action will be
                  entitled to collect from the other party all relief  available
                  under  applicable  law and/or  this  Agreement  subject to the
                  terms hereof,  and all costs of such action,  including  court
                  cost,  reasonable  expenses  of  litigation,   and  reasonable
                  attorneys' fees.

         17.8     The Master Distributor  acknowledges that it is an independent
                  contractor  and not an  employee of PVI.  Master  Distributor,
                  accordingly,  shall  not  be  entitled  to any  benefit  as an
                  employee of PVI. Master Distributor shall not be supervised by
                  PVI.

         17.9     Section 3., 4.,9.,  11.,  12.,  13., 14., 3., 15., 16.,  17.1,
                  17.2,  17.4,  and 17.9 shall survive the expiration or earlier
                  termination or cancellation of this Agreement.

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.                                MASTER DISTRIBUTOR


By: /s/ Richard K. Stone                             By: /s/ Mark Babtista
    -----------------------------------                  -----------------------
Name: Richard K. Stone                               Name: Mark Babtista
Title: Vice President                                Title: CEO
Address: 6500 Greenville Ave.,Suite 570              Address: 3222 Skylane
Dallas, TX 75206                                     Carrollton, TX 75006
Telephone: 214-265-9580                              Telephone: 972-713-2822
Facsimile:  214-265-9663                             Facsimile:  972-713-2850

Date of Execution:     5/03/99                       Date of Execution:  5/03/99


                                       12

<PAGE>








                                   EXHIBIT 1A

MARKET AREA FEE:  $25,000.00
MARKET AREA: 214, 817, 972, 940


1. ALL NXX'S  (EXCHANGES ARE INCLUDED AND DEFINED AS NXX'S AS PART OF THE MARKET
AREA).

2. THE MASTER DISTRIBUTOR WILL PAY $25,000.00 UPON EXECUTION OF THIS AGREEMENT.




                                       13

<PAGE>




                                EXHIBIT 2 PRODUCT


EMMA TELEPHONE RECEPTIONIST

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

SERVICE  APPLICATION:  EMMA TR is a viable  way for  business'  to answer  their
phones  professionally,  24 hours a day 7 days a week.  EMMA's predatory pricing
and user friendly features are revolutionary.

CAN MY COMPANY  USE TR: EMMA TR is for any company  that  requires an  attendant
during  office  hours  or  after  hour  answering  services.  ANY  SIZE  COMPANY
QUALIFIES.

SERVICE FEATURES & BENEFITS:
X  CONSISTENT PROFESSIONAL RECEPTIONIST 24 HOURS A DAY 7 DAYS A WEEK
X  LESS THAN YOUR CURRENT SERVICE
X  PUT YOUR CURRENT RECEPTIONIST TO WORK
X  LOCAL LOCATE
X  NO EQUIPMENT TO INSTALL

RECURRING MONTHLY SERVICE PRICING:

| |  $19.95 PER ANSWERED LINE
| |  $4.95 PER LOCAL LOCATE (OPTIONAL)
| | $4.95 PERSONAL VOICE DIALING  DIRECTORY  (OPTIONAL)
| | 7.9 CENTS PER MINUTE FOR ANY LONG  DISTANCE  CALL
| | $2.95 CUSTOM  GREETING  (OPTIONAL)
| | EXPANDED LOCAL DIALING (VARIES BY AREA, OPTIONAL)
| | ADDS,  MOVES AND CHANGES ARE 25 CENTS PER CHANGE (AFTER INITIAL SERVICE
    SET-UP)

ONE TIME SERVICE SET-UP CHARGES:

| |  $49.95 SYSTEM SET-UP
| |  $10.00 CUSTOM GREETING (OPTIONAL)






                                       14

<PAGE>



                               EXHIBIT 2 PRODUCT 2

EMMA PERSONAL ASSISTANT

SERVICE  DESCRIPTION:  EMMA PA is a  revolutionary  service that  addresses four
important areas for the average businessperson:  time management,  connectivity,
single number simplicity and low cost. PA users will never miss a call. Instead,
they remain in constant  connectivity via revolutionary  technology,  which will
call  forward a personal  800  toll-free  number to any  location  or any phone,
anywhere.

SERVICE  APPLICATION:  EMMA PA 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,  a business
person can receive a call anytime  anywhere from any phone.  Thanks to Preferred
Voice's  patented  Intelligent  Call Screening our customers have the ability to
hear the voice of their  caller.  Customers may then choose to either accept the
call and be connected,  or decline the call and send their caller to voice mail.
Additionally,  PA customers  will enjoy the  convenience  of voice  dialing,  PA
customers  simply  speak any name from  their  voice  directory  and the call is
completed.  All these tools combined mean one  thing...single  number simplicity
and constant connectivity.

CAN  I  USE  PA:  EMMA  TR  is  designed  for  local,  regional,   national  and
international  business  travelers.  Large  corporations  right down to the home
based business and individuals.

SERVICE  FEATURES &  BENEFITS:
X LOW COST
X ULTIMATE  CUSTOMER  SERVICE  TOOL
X SINGLE  NUMBER  LOCATE
X  INTELLIGENT  CALL  SCREENING  (ICS)
X  VOICE  DIALING DIRECTORY
X  EXCELLENT INCOMING 800 RATE AVAILABLE

RECURRING MONTHLY SERVICE PRICING:
| |  $4.95 800 NUMBER RESERVATION
| |  $4.95 CALL SCREENING (OPTIONAL)
| |  $2.95 CUSTOM GREETING (OPTIONAL
| |  $0.12 PER  MINUTE -  INCOMING  ON ALL  CALLS TO  YOUR  LOCAL  CALLING  AREA
     (CALLING CARD TRAVEL FEATURE OR CLIENT/CUSTOMER ACCESS)
| |  $0.18 PER MINUTE - INCOMING ON ALL CALLS  OUTSIDE YOUR LOCAL  CALLING  AREA
     (CALLING CARD TRAVEL FEATURE)

ONE TIME SERVICE SET-UP CHARGES:
| |  $29.95 DATABASE SET-UP FEE
| |  $10.00 CUSTOM GREETING



                                       15

<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 their  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  grandchildren  with a number  that they can reach  them on,  the
parents can provide the  grandparents a number that they can reach them anywhere
in the USA. PVI can provide nap 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 EMMA service can also be set-up with a "fraud free" guarantee,
which is great for kids in college. As with all EMMA services,  family & friends
is priced for all budgets.

TARGET MARKET:  Families and friends.

SERVICE FEATURES & BENEFITS:
X  EMERGENCIES
X  FRAUD CONTROL
X  CONNECTIVITY
X  SINGLE NUMBER LOCATE

RECURRING MONTHLY SERVICE PRICING:
| |  $4.95 800 NUMBER RESERVATION
| |  $2.95 CUSTOM GREETING
| |  $4.95 CALL SCREENING
| |  $0.12 PER MINUTE TO CALL FAMILIES HOME CITY
| |  $0.18 TO CALL OUTSIDE THE HOME CITY
| |  ADDS, MOVES AND CHANGES ARE 25 CENTS PER CHANGE (AFTER INITIAL SERVICE
     SET-UP)

ONE TIME SERVICE SET-UP CHARGES:
| |  $29.95 DATABASE SET-UP FEE
| |  $10.00 CUSTOM GREETING




                                               16

<PAGE>



                               EXHIBIT 2 PRODUCT 4

EMMA VIRTUAL OFFICE

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

SERVICE  APPLICATION:  EMMA  V.O.  is  a  Service  designed  for  companies  and
consultants  that are in  different  offices/locations.  It  could be  different
offices in the same city or offices  located in 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.

SERVICE FEATURES & BENEFITS:
X  CONSISTENT PROFESSIONAL RECEPTIONIST 24 HOURS PER DAY 7 DAYS A WEEK
X  INTELLIGENT CALL SCREENING
X  SINGLE NUMBER DIALING
X  NO EQUIPMENT TO INSTALL
X  CONNECTIVITY

RECURRING MONTHLY SERVICE PRICING:
| |  $4.95 PER MONTH
| |  $4.95 INTELLIGENT CALL SCREENING
| |  $2.95 CUSTOM GREETING
| |  18 CENTS PER MINUTE

ONE TIME SERVICE SET-UP CHARGES:
| |  $50 SERVICE SET-UP
| |  $10 CUSTOM GREETING






                                       17

<PAGE>




                               EXHIBIT 2 PRODUCT 5


EMMA INTERNATIONAL DIRECT

SERVICE  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.

SERVICE  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  countries  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. Such as: hotels, manufacturing companies, service companies, etc.

SERVICE FEATURES & BENEFITS:
X VOICE  ACTIVATED  (JUST SPEAK THE LOCATION OR CITY AND BE  CONNECTED)
X SINGLE NUMBER DIALING FOR CUSTOMERS
X CONSISTENT PROFESSIONAL RECEPTIONIST 24 HOURS PER DAY 7 DAYS A WEEK
X SMART CALLING CARD

RECURRING MONTHLY SERVICE PRICING:
| |  $4.95 PER MONTH
| |  $9.95 CUSTOM GREETING
| |  PER MINUTE RATE PRICING BASED ON COUNTRY

ONE TIME SERVICE SET-UP CHARGES:
| |  $150 SERVICE SET-UP
| |  $50 CUSTOM GREETING

                                       18

<PAGE>




                               EXHIBIT 2 PRODUCT 6



EMMA The "SMART" Business Line


SERVICE  DESCRIPTION:  The SBL gives any  person  the  competitive  edge.  It is
specifically  designed for persons on the move who do business  from two or more
locations,  i.e., office, home, cellular phone, hotel room, etc. With SBL anyone
can receive or make important local and long distance calls anywhere in the USA.
SBL also  gives  you the  convenience  and  safety  of  making  calls by using a
voice-activated  telephone  directory of your most  frequently  called names and
numbers.

SERVICE APPLICATION:  The telephone company, after 100 years, is still providing
local business  lines that only ring at one location.  SBL is a portable (on the
go) business line that rings you at any phone no matter where you go, locally or
anywhere  in the USA.  You never have to miss an  important  call gain.  It also
gives you the option to screen  your  incoming  calls on any phone you use.  The
Intelligent  Call  Screening  (ICS)  function  tells you the name of the  person
calling you and you have the choice of either  accepting  the call,  sending the
call to voice mail,  or having SBL tell the caller you are not available at this
time.  The service also offers you low cost long distance (1+ dialing,  incoming
800 service and calling  card).  SBL also  provides you with the ability to make
calls by speaking the name of the person or location you are calling.  You never
have to remember a telephone number or dial a lot of digits.  This revolutionary
service has the potential to alter the telecommunications industry as we know it
today.

TARGET  MARKET:  Real Estate  Agents,  Pilots,  Flight  Attendants,  Appraisers,
Service Technicians,  Consultants,  Engineering firms, Brokers,  Attorneys, etc.
 ...

FEATURES & BENEFITS:
X NEVER MISS AN IMPORTANT  CALL AGAIN
X INTELLIGENT  CALL SCREENING
X TIME MANAGEMENT
X SINGLE NUMBER SIMPLICITY
X LOCATE FEATURE

RECURRING MONTHLY SERVICE PRICING:
| |  $19.95 PER MONTH
| |  $2.95 CUSTOM GREETING
| |  EXPANDED LOCAL CALLING (VARIES BY AREA)

ONE TIME SERVICE SET-UP CHARGES:
| |  $40 SERVICE SET-UP
| |  $10 CUSTOM GREETING





                                       19

<PAGE>


                                    EXHIBIT 3

EMMA VPA, FF, ID, SBL Commission Schedule:

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


EMMA TR & VO Commission Schedule:

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




                                       20