EXHIBIT 10.18

                          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:  IN TOUCH SOLUTIONS, LLC
                     721 SEABOARD ST. #15
                     MYRTLE BEACH, SC 29577
                     (O) 843-626-1100 (F) 843-626-5009

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 South Carolina.

                                   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
Myrtle Beach South Carolina which,  provides various  telecommunication  related
services including Personal  Communication  Services (PCS),  Telephone Answering
Services  (TAS),  long  distance,  voice mail and paging  services.  In order to
increase its sales of the Services,  PVI is establishing a national distribution
network    through   the    creation   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:




                                        1

<PAGE>

                              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 1A and Exhibit
                  1B  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.

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

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

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

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

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

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

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

2        APPOINTMENT & DUTIES OF MASTER DISTRIBUTOR

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



                                        2

<PAGE>



         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 discretion and the Master  Distributor  will
                  be eligible to earn Commissions as further defined herein.  As
                  stated, Exhibit I define the Master Distributor's Market Area.
                  PVI will not assign any other Master  Distributor  in the same
                  Market Area.

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

         2.4      Master  Distributor may not enter into any joint venture,  the
                  establishment with a new corporation,  or acquire any interest
                  in a company (or entity)  which  competes with the business of
                  PVI through the manufacture and/or sale of



                                        3

<PAGE>



                  Services which are substantially equivalent to, or competitive
                  with, PVI's Services. In the event that PVI begins selling its
                  Services  within the Market  Area as  defined  herein,  by any
                  means other than through Master Distributor,  the restrictions
                  placed  on  Master  Distributor  in  this  Section  2.4  shall
                  terminate;  provided  that,  for a period of ninety  (90) days
                  after PVI commences such other sales, Master Distributor shall
                  not  solicit  for  a  competitive  service  any  PVI  End-User
                  acquired  by  Master  Distributor  during  the  term  of  this
                  Agreement.

         2.5      The  Master  Distributor  will pay a fee to secure  the Master
                  Distributorship  within the Market Area for PVI's  Services as
                  defined in Exhibit 1. The Market Area is NOT TO BE  CONSIDERED
                  AN EXCLUSIVE MARKETING AREA; however,  this Master Distributor
                  agreement  has  certain  compensation  provisions  defined  in
                  Exhibit  3, that  compensate  the Master  Distributor  for any
                  sales activity within the Master  Distributor Market Area that
                  is not directly  related to its own marketing  efforts and not
                  directly related to any national account/affinity marketing by
                  PVI (PVI will not be responsible for paying Commissions to the
                  Master  Distributor  on  direct  national  accounts  that  PVI
                  originates including but not limited to affinity groups).

3        RIGHTS AND OBLIGATIONS OF MASTER DISTRIBUTOR

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

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

         3.3      Master  Distributor  shall  advertise  PVI's  Services  in the
                  Market  Area and  participate  in such  trade  shows and other
                  venues which will stimulate sales.



                                        4

<PAGE>



                  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. 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.




                                        5

<PAGE>



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.




                                        6

<PAGE>



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

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

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

         5.6      PVI shall:

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

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

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

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

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

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

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




                                        7

<PAGE>



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

6        LIMITATION OF LIABILITIES

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

7        DURATION AND TERMINATION OF THE AGREEMENT

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

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

                  (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



                                        8

<PAGE>



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

8        EFFECT OF TERMINATION

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

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

9        PROTECTION OF PROPRIETARY INFORMATION

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



                                        9

<PAGE>



         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 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

<PAGE>





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

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

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

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

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

                  PVI                                  MASTER DISTRIBUTOR
                  Preferred Voice, Inc.                In Touch Solutions, LLC
                  6500 Greenville Ave., Ste. 570       721 Seaboard St. #15
                  Dallas, TX 75206-1002                Myrtle Beach, SC 29577

                  Facsimile: 214-265-9663              Facsimile: 843-626-5009
                  Attention: G. Ray Miller             Attention: Jeanne Kolenda




                                       11

<PAGE>



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

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

10.8     Costs of Enforcement:

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

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


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

PREFERRED VOICE, INC.                               IN TOUCH SOLUTIONS, LLC

/s/ Richard K. Stone                                /s/ Jeanne Kolenda
------------------------------------                ----------------------------
By Richard K. Stone, Vice- President                By Jeanne Kolenda, President
Authorized Signature                                Master Distributor
                                                    Authorized Signature

Date: 12/30/98                                      Date: 12/30/98
     -------------------------------                     -----------------------



                                       12

<PAGE>



                                   Exhibit 1 A

Market Area Fee: $25,000.00

Market Area: North Carolina and South Carolina

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

2.       The Master Distributor will pay $25,000 up front.




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




                                       13

<PAGE>



                               EXHIBIT 2 PRODUCT 1

EMMA Telephone Receptionist

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

PRODUCT  APPLICATION:  EMMA TR is a viable  way for  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 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 Long distance dialing

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

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




                                       14

<PAGE>



                               EXHIBIT 2 PRODUCT 2

EMMA Virtual Personal Assistant

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

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

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

PRODUCT FEATURES & BENEFITS:

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.



                                       15

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




                                       16

<PAGE>



                               EXHIBIT 2 PRODUCT 3

EMMA FAMILY & FRIENDS

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

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

TARGET MARKET:  Families and friends.

PRODUCT FEATURES & BENEFITS:

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.


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 ($0.25)          X $29.95 Set-up fee

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



                                       17

<PAGE>



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

COMPETITION:  Wildfire and touch tone driven services.



                                       18

<PAGE>



                               EXHIBIT 2 PRODUCT 4

EMMA Virtual Office

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

PRODUCT  APPLICATION:  EMMA  V.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.




                                       19

<PAGE>



                               EXHIBIT 2 PRODUCT 5

EMMA International Direct

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

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

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

PRODUCT FEATURES & BENEFITS

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.




                                       20

<PAGE>



                               EXHIBIT 2 PRODUCT 6

EMMA  Corporate Direct

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

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

TARGET MARKET:  This can be a

PRODUCT FEATURES & BENEFITS

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.






                                       21

<PAGE>



                               EXHIBIT 2 PRODUCT 7

                            The "Smart" Business Line

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

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

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

SERVICE PRICING:

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

DISTRIBUTION:  Master Distributors and Agents. Commissions available.

COMPETITION:  None



                                       22

<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-up fee All Commissions are paid on collected revenue only

EMMA TR & VO Commission Schedule:

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

SBL Commission:

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





                                       23