EXHIBIT 10.21

                          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 75206-1002

MASTER DISTRIBUTOR:                 VOICENET NEW MEDIA, INC.
                                    715 BROADWAY
                                    SOMERVILLE, MA 02144

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,  and
Master Distributor,  a corporation  organized and existing under the laws of the
state of Massachusetts.

                                   BACKGROUND
                                   ----------

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

Master  Distributor  is a member of an  affiliated  group of companies  based in
Somerville which, through a network of agents and distributors,  provide various
telecommunication related services including cellular, long distance, 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.

         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 Agreement Distributor and/or Distributor.


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         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   non-exclusive   Master
                  Distributorship  in the area  defined  on  Exhibit I  attached
                  hereto.

         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 will shall have the
                  right to market PVI services  outside the defined  (Exhibit 1)
                  market  area within the  continental  United  States.  PVI may
                  change the prices for its services at any time,  or within the
                  time   constraints   dictated  by  certain   telecommunication
                  tariffs, and/or other governing authority, which ever is first
                  to occur.  PVI will not offer  pricing  lower than the pricing
                  defined  herein  to other  Master  Distributors  or  subagents
                  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 discretion and the Master Distributor
                  will  be  eligible  to earn  commissions  as  further  defined
                  herein.


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                    As stated,  Exhibit I will  define  the  Master  Distributor
                    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,  as
                    appropriate. 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 defined (Exhibit 1) Master
                    Distributor  area, the commission  rate will be the standard
                    PVI commissions  defined herein less any Master  Distributor
                    over-rides.  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  contract for PVI services
                    through the Master  Distributor at retail rates that are not
                    defined in this  contract,  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  for PVI's  products and services as defined
                    herein   and  may   vary  by   market   area.   The   Master
                    Distributorship  will be assigned a marketing  (and the cost
                    for said marketing  area) area defined by NPA's and may also
                    be defined by NXX's on the appropriate  attachment contained
                    herein. 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  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
                    INCLUDING BUT NOT LIMITED TO AFFINITY GROUPS).


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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,
                    the legal or authorized  representative 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  sub-agent  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.   However;   this  will  not   prevent  PVI  from
                    publishing a commission  plan for  agents/distributors  that
                    are not Master Distributors.

               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 defined  herein,  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.

               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 a sufficient
                    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


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                    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,
                    customer,  or any other entity  contracting for PVI services
                    as it relates to this agreement, on a weekly basis.

               3.8  PVI will, in its best effort, encourage all potential agents
                    that   contact   PVI   directly  to  work  with  the  Master
                    Distributor  within  the  Master  Distributor  area  defined
                    herein.  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  area  and  that  due  to  the  specific
                    agreements   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  use of the  service
                    infringes a United States patent,  trademark,  service mark,
                    or copyright  (an  "Infringement  Claim"),  PVI shall defend
                    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 expense,
                    either procure the right to continue  using the  Service(s),
                    or   replace   or  modify   the  same  so  that  it  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.

               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 agreement 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.

         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.

         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  per
                  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 monthly basis.

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



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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. PVI

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 if 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 mailing of written
               notice of default and request for cure; 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.

          (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.

          (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 but not limited to:  consistently  adding
               new agents & dealers,  the  addition of new  customers  at a 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   inactivity
               section/point  be exercised by PVI, the Master  Distributor  will
               have the option of converting to a standard PVI agent  agreement.
               Also,  all  customers  submitted  to PVI directly or through sub-
               agents/dealers  and  subsequent  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 agreement  executed by both parties.
               A reasonable ramp-up time will be extended and as


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               long as customers and agents are being added to sell and purchase
               PVI service, 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  their  use of the  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  Neither Party shall,  in connection  with the  expiration  and or
               termination  of  this  Agreement,  has the  right  to  claim  any
               indemnity  reimbursement,  or  compensation  for alleged  loss of
               clientele, goodwill, loss of profits on anticipated sales, or the
               like, or have any other liability for losses or damages resulting
               from the expiration termination.  Each Party acknowledges that it
               has decided and will decide on all investments, expenditures, and
               commitments in full awareness of the possibility of its potential
               losses or damages  resulting from such  expiration or termination
               and being willing to bear the risk thereof.

9.       PROTECTION OF PROPRIETARY INFORMATION

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

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


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                  or is rightly  obtained form third parties.  In addition,  PVI
                  shall not 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's or developed  during the
                  term of this  Agreement by PVI personnel or jointly by PVI and
                  the Master Distributor's personnel.

         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  knowledge 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 in the State of Texas.

         10.2     The  master   Distributor   consents  to  venue  in,  and  the
                  jurisdiction  of,  the  courts  of Texas and  agrees  that any
                  dispute arising under this Agreement shall be resolved in such
                  jurisdictions,  at PVI's  option.  However,  PVI  reserves the
                  right to bring suit in any court of competent jurisdiction.

         10.3     This  agreement  cannot be assigned or sold to any third party
                  or any other  entity,  without the prior  written  approval of
                  PVI.

         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
                  or by facsimile, and shall be delivered 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). 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  being  deposited  in the United  States  mail,
                  postage prepaid,  registered,  or certified  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 each address.

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


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                    PVI                                 MASTER DISTRIBUTOR
                    Preferred Voice, Inc.               VoiceNet New Media, Inc.
                    6500 Greenville Avenue, Ste. 570    715 Broadway
                    Dallas, Texas 75206-1002            Somerville, MA 02144

                    Facsimile: 214-265-1002             Facsimile: 617-761-5010
                    Attention: G. Ray Miller            Attention:

          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.

          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 substantially 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.

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



/s/ Richard K. Stone                  /s/ Kevin O'Dono
-----------------------------         ------------------------------------------
Richard Stone                         Master Distributor
Vice-President                        Authorized Signature Only
Sales & Marketing                     (The above signature has the authority
Preferred Voice, Inc.                 to legal bind the company to the terms and
                                      conditions of this agreement)



                                       10

<PAGE>



                                    EXHIBIT 2
                                    PRODUCT 1


EMMA TELEPHONE RECEPTIONIST

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

PRODUCT  APPLICATION:  EMMA TR is a viable  way for  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  receptionist           X 24 hours 7 days a week
X 50% less cost than competition                  X Local locate
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 Lone distance dialing

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

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





<PAGE>



                                    EXHIBIT 2
                                    PRODUCT 2


EMMA VIRTUAL PERSONAL ASSISTANT

PRODUCT  DESCRIPTION:  EMMA VPA is a  revolutionary  product that addresses four
important areas for the average business person: time management,  connectivity,
single  number  locate and  affordability.  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.

PRODUCT APPLICATION:  EMMA 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 or clients cellular phone, friends home phone 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
an  affordable  answer to the four  aforementioned  challenges  to the  business
person today: time management,  connectivity,  single number locate and low cost
for service.

TARGET MARKET: Local,  regional,  national and international business travelers.
Large corporations right down t o 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 of 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.




<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 $0.22  per/min - outside home base         X Expanded local dialing (varies)
X Adds moves & changes ($.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.





<PAGE>



                                    EXHIBIT 2
                                    PRODUCT 3

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 callas 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
X $.05 Per call cost (local)

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

COMPETITION: Wildfire and touch tone driving services.




<PAGE>



                                    EXHIBIT 2
                                    PRODUCT 4

EMMA FRIENDS & FAMILY

PRODUCT  DESCRIPTION:  EMMA  family & friends is a common  directory  that close
friends &  families  call each other  with.  Each user would have die family 800
number and be able to speak the name or  location  of a member of the  directory
and connect to each other.

PRODUCT  APPLICATION:  Many families are scattered across the state and country.
This EMMA 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,  PVI will
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 parties
numbers:  office,  home,  cellular  etc.  This  product also comes with a locate
feature so that if your  children  or other  family  members  need you,  you can
easily be found no matter where you are: work, lake house,  home,  vacation EMMA
will  find  you.  This  EMMA  service  can also be  set-up  with a "fraud  free"
guarantee,  which is great for college bound children. As with all EMMA products
family & friends is priced for all budgets.

TARGET MARKET:  Families and friends.

PRODUCT FEATURES & BENEFITS:

X Emergency's                           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 $5.00 Local  locate
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.



<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.





<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  EMMA 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 Per minute cost

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

COMPETITION: Wildfire and touch tone driven services.