EXHIBIT 10.23

                          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 o USA 75206-1002
                             Phone: 214-265-9580 Fax 214-265-9663

MASTER DISTRIBUTOR:          NOMIS COMMUNICATIONS, INC.
                             705 NORTH EXPRESSWAY
                             BROWNSVILLE, TX 78520
                             (0) 956-546-2495 (F ) 956 -541-6371

THIS MASTER  DISTRIBUTOR  AGREEMENT  (hereinafter the "Agreement"),  is made and
entered  into as of the  30TH  day of  December,  1998  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 Texas.

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

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


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

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

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

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

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

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

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

2        APPOINTMENT & DUTIES OF MASTER DISTRIBUTOR

         2.1    Subject to the  provisions  of Section  2.2  hereof,  PVI hereby
                appoints  Master  Distributor,  and  Master  Distributor  hereby
                accepts appointment, as PVI's sole Master Distributorship in the
                area defined on Exhibit I A and Exhibit I B 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,  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  descretion  and the Master  Distributor  will be
                eligible  to earn  Commissions  as further  defined  herein.  As
                stated,   Exhibit  I  A  and  Exhibit  I  B  define  the  Master
                Distributor's  Market Area. PVI will not assign any other Master
                Distributor in the same Market Area.


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         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 one year 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 A and  Exhibit 1 B. 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 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



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               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.

         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.



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               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.

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.


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         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 I A and Exhibit I B.

         5.6    PV1 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.

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

6        LIMITATION OF LIABILITIES

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



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7        DURATION AND TERNIINATION 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 tenn 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

                    (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.  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


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               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
               Inforination.

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

         9.3   With  respect  to the  Proprietary  Information  relating  to the
               Master  Distributor's  business which is made available to PVI by
               the Master  Distributor  to allow PVI to perform its  obligations
               under this  Agreement,  PVI will  instruct its  personnel to keep
               such  information   confidential  by  using  the  same  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



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               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  The Master  Distributor  consents to venue , and the jurisdiction
               of the courts of Texas and agrees that any dispute  arising under
               this Agreement shall be resolved in such jurisdictions.

         10.3  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.

         10.4  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 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.                      Nomis Communications, Inc.
      6500 Greenville Ave., Ste. 570             705 North Expressway
      Dallas, TX 75206-1002                      Brownsville, TX 78520
      Facsimile: 214-265-9663                    Facsimile: 956 -541-6371
      Attention: G. Ray Mille                    Attention: Simon Rubinsky

         10.5  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.



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<PAGE>



         10.6  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.

        10.7   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.

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

IN WITNESS THEREOF,  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.                                 Nomis Communications, Inc.

/s/ Richard K. Stone                                  /s/ Simon Rubinsky
---------------------------                            -------------------------
By Richard K Stone, Vice-President                    By Simon Rubinsky,
Authorized Signature                                  Master Distributor
                                                      Authorized Signature


Date: 12/31/98                                        Date: 12/30/98


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<PAGE>



                                   Exhibit I A

Market Area Fee: $25,000.00

Market Area 1:

Area Code(s): 713, 281, 409

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

2.  Should any of these  area codes  split and a new area code be created by the
local phone company,  the new area code(s) and NXX(s) will become part of Market
Area and be added to this agreement at no additional costs and/or fee's.

3. The Master  Distributor will pay $20,000.00 up front. The following  schedule
will define the payment plan.

Payment 2:

The Balance due is $5,000.00 and will be paid by February 5, 1999.

For each up-front dollar (does not include any portion of the Master Distributor
fee  financed  by PVI or any Market Area other than what is defined on Exhibit I
A) paid by the Master  Distributorship,  PVI will issue one (1) PVI Warrant (PVI
Stock) to the Master Distributor in the name provided by the Master Distributor.
The value of the  Warrant is $ 1. 00 (equal  value) 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 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 11, 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. (See Exhibit
I A and Exhibit I B).



                                       11

<PAGE>



                                   Exhibit I B

Market Area Fee: $15,000.00*                             Deposit: $0.00

Market Area 2:

Area Code(s): 512, 210, 830, 956

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

2.  Should any of these  area codes  split and a new area code be created by the
local  phone  company,  the new area  code(s) and NXX(s) will become part of the
Market Area and be added to this agreement at no additional costs and/or fee's.

3. The Master Distributor will pay $15,000.00 up front within sixty (60) days.

4. The Master  Distributor is being given first right of refusal for this Market
Area:  512, 210, 830, 956. The fee will be due upon EMMA TR (see Services  being
available in the 512 or 210 market Area.

*The San Antonio Austin Market Area fee is being  discounted from $25,000 to the
price reflected above.




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<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          X $0.12 Long distance dialing
                    directory


               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  Emergencies 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.0.  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.



                                       18

<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.





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<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 10%  Residual Commission  paid  any  other  Services  purchased  by  customer
X 50% one  time set-upfee
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




                                       20