EXHIBIT 10.22

                          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:                 BEST VOICE, INC.
                                    1025 SOUTHWEST MARTIN DOWNS BLVD.
                                    SUITE 203
                                    PALM CITY, FL 34990

THIS MASTER  DISTRIBUTOR  AGREEMENT  (hereinafter the "Agreement"),  is made and
entered  into as of the  29th  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 Florida.

                                   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
Stuart,  Florida 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.



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

         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 1 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  sub-agents
                  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



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                    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 1 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



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                    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).

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,



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                    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,
                    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



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                    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 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



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                    publicly  available,  is  already  in PVI's  possession,  is
                    independently  developed  by PVI  outside  the scope of this
                    Agreement,  or is rightly  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'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 after 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.



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

   PVFI                                       MASTER DISTRIBUTOR
   Preferred Voice, Inc.                      Best Voice, Inc.
   6500 Greenville Ave., Ste. 570             1025 Southwest Martin Downs Blvd.,
   Dallas, TX 75206-1002                      #203
                                              Palm City, Florida 34990

   Facsimile: 214-265-9663                    Facsimile:561-287-0603
   Attention: G. Ray Miller                   Attention: Roy Emmett

         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  Distributor  Agreement  in
duplicate on the dates indicated hereon.



 /s/ Richard K. Stone                              /s/ Roy R. Emmett
---------------------                              -----------------------------
Richard K. Stone 12/29/98                          Master Distributor 01/04/99
Vice-President                                     Authorized Signature Only
Sales & Marketing                                  (The above signature has the
Preferred Voice, Inc.                              authority to legal bind the
                                                   company to the terms and
                                                   conditions of this agreement)



                                                   Print Name:
                                                   -----------------------------
                                                   Roy R. Emmett
                                                   President
                                                   Best Voice, Inc.

                                       10

<PAGE>



                                    EXHIBIT I

Market Area Fee:  $25,000.00

Market Area:

Area Codes: 561, 954, 305

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

2.       Should any of these area codes  split and a new area code be created by
         the local  phone  company,  the new area  code(s) and NXX's will become
         part of the market area and be added to this agreement.



                                       11

<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 Long distance dialing

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

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



                                       12

<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 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.



                                       13

<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.



                                       14

<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 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
X    $.05 Per call cost (local)

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

COMPETITION:  Wildfire and touch tone driven services.




                                       15

<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 the 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  Emergencies                          X Only one number to remember
X Fraud  control                        X  Connectivity
X Everyday communication                X Single number locate

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

PRODUCT PRICING:

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

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

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



                                       16

<PAGE>



                                    EXHIBIT 2
                                    PRODUCT 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  countries  cannot  have an 800
number that  terminates into another  country.  This is the only 800 number that
allows voice call forwarding to single or multiple locations.  In addition, when
companies that use this service have  employees  traveling in the states the 800
number becomes a calling card.

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

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.



                                       17

<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                          X

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

COMPETITION:  Wildfire and touch tone driven services.



                                       18

<PAGE>


                                    EXHIBIT 3


EMMA VPA, FF, ID, CD Commission Schedule:

30% Per 800 number reservation
10% Residual  commission  paid on the per minute billing 50% one time set-up fee
All commissions are paid on collected revenue only


EMMA TR & VO Commission Schedule:

50% per month  (Per  line  answered)  30% per  month  (One  number  locate)  50%
Set-upfee (One time Commission)
$1.00 Per month (EMMA TAS Territory Over-ride)
All commissions paid on collected revenues only



                                       19