EXHIBIT 10.24

                          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:                 FLORIDA WIRELESS
                                    2111 NORTH 15TH STREET
                                    TAMPA, FL 33605
                                    (0) 813-247-1150

THIS MASTER  DISTRIBUTOR  AGREEMENT  (hereinafter the "Agreement"),  is made and
entered  into  as of the  25th  day of  January,  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 Florida.

                                   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
Tampa  Florida  which,  provides  various   telecommunication  related  services
including Personal  Communication  Services (PCS),  Telephone Answering Services
(TAS),  long distance,  voice mail,  cellular and paging  services.  In order to
increase its sales of the Services,  PVI is establishing a national distribution
network    through   the    creation   of   multiple    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 1 A and Exhibit 1 B hereinafter this
          area shall be  defined  for  further  references  as the  Market  Area
          throughout this Agreement.


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    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   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 1
          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 Master
          Distributor.  It is expressly  understood that the Master  Distributor
          may market to national account/affinity groups and in those cases,


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          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. As stated,  Exhibit I define 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 15th 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
          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


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          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.

    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.

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    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 Mater 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 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.

    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 of any such claim. Not withstanding 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.

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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;

               (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.


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               (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- 1'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:

               (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


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               (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.

    8.2   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


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          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 care 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, 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.

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    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.

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

PVI                                                     MASTER DISTRIBUTOR
Preferred Voice, Inc.                                   Florida Wireless
6500 Greenville Ave., Ste. 570                          2111 North 15th  Street
Dallas, TX 75206-1002                                   Tampa, FL 33605

Facsimile: 214-265-9663                                 Facsimile: (813)248-4154
Attention: G. Ray Miller                                Attention: Chip Fallen


    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.

                                       10


<PAGE>



          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.                                         FLORIDA WIRELESS


/s/ Richard K. Stone                                          /s/ Chip Fallen
--------------------                                        --------------------
By Richard K. Stone, Vice-President                         By Chip Fallen
Authorized Signature                                        Master Distributor
                                                            Authorized Signature

Date:1/25/99                                                  Date:1/27/99





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<PAGE>



                                   EXHIBIT 1 A

Market Area Fee: $20,000.00

Market Area: Area Codes 813

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

2. The Master Distributor Fee has been waived by PVI for this Market Area.






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/explanation 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.



                                       12


<PAGE>



                               Exhibit 2 Product 1


EMMA      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 business' 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:

X Consistent professional                  X  24 hours 7 days a week
    receptionist
X  50% less cost than                      X  Local locate
    competition
X Extended local calling                   X  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:

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

                                       13


<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:

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


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

                                       14


<PAGE>



     PRODUCT PRICING:

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


                                       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 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:

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

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

PRODUCT PRICING:

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

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

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

                                       16


<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

X CONSISTENT PROFESSIONAL RECEPTIONIST     X 24 HOURS 7 DAYS A WEEK
X CALL SCREENING                           X SINGLE NUMBER LOCATE
X CALL  FORWARDING TO REMOTE  OFFICES      X NO CPE REQUIRED
X TIME MANAGEMENT                          X 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:

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

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

COMPETITION: Wildfire and touch tone driven services.

                                       17


<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

X Consistent  professional  receptionist               X 24 hours 7 days a week
X Intelligent Call  Forwarding                         X Smart calling card
X Single number dialing for customers                  X 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:

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

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

COMPETITION:  Wildfire and touch tone driven services.


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<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

X Consistent  professional  receptionist          X 24 hours 7 days a week
X Intelligent Call Forwarding                     X Smart calling card
X Single number dialing for customers             X 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:

X  $9.95 per month                           X $99.95 Set-up fee
X  0. 16 Per minute cost                     X

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

COMPETITION: Wildfire and touch tone driven services.




                                       19


<PAGE>



                               Exhibit 2 Product 7

                            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 again.  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....

SERVICE PRICING:

SBL                                  $19.95 monthly charge
Set-up fee                           $40.00 one time charge
Custom Greeting                      $10.00 one time charge
Custom Greeting                      $2.95 monthly
Expanded local calling               $9.95
(pricing will vary slightly by area)

DISTRIBUTION:  Master Distributors and Agents. Commissions available.

COMPETITION:  None

                                       20


<PAGE>


                                    Exhibit 3

EMMA VPA, FF, ID, CD Commission Schedule:

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

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)
All Commissions paid on collected revenues only

SBL Commission:

X 50% of the service set-up fee
X 16% of the Basic Business Line Monthly Fee (including ELC, Custom  Greeting)
X 0% of the Custom  Greeting  set-up fee
X 10% Residual on any other monthly usage charges (long distance, calling card)
X 3% quarterly  over-ride on usage  revenue  (long  distance,  calling card)
All Commissions paid on collected revenues only



                                       21