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DALLAS1 572700v1 26287-00001
                                    IMPORTANT

                       PLEASE READ CAREFULLY BEFORE SIGNING;
                SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN

                             SUBSCRIPTION AGREEMENT

                                       AND

                           LETTER OF INVESTMENT INTENT

         The undersigned (the  "Subscriber")  hereby subscribes to purchase from
Preferred Voice, Inc., a Delaware  corporation (the "Company") _______ shares of
Preferred  Voice,  Inc.  $.001 par value  common stock (the  "Securities")  at a
purchase  price of $_____.  A wire  transfer to the account of Preferred  Voice,
Inc. in the amount of $ __________________  for such Securities has been made in
connection herewith.

         1.       General  Representations.   The Subscriber  acknowledges   and
 represents as follows:

     (a)  The Subscriber has been given full access to information regarding the
          Company  (including the opportunity to meet with Company  officers and
          to review all  material  books and  records,  material  contracts  and
          documents that  Subscriber  may have  requested) and has utilized such
          access for the purpose of obtaining  all  information  the  Subscriber
          deems  necessary  for  purposes  of  making  an  informed   investment
          decision. The Subscriber currently owns other securities issued by the
          Company.

     (b)  The  Subscriber  understands  that the purchase of the Securities is a
          highly speculative investment and involves a high degree of risk, that
          the Company may need additional  financing in the future, and that the
          Company  makes  no  assurances  whatever  concerning  the  present  or
          prospective value of the Securities;

     (c)  The Subscriber has obtained,  to the extent he or she deems necessary,
          personal  professional advice with respect to the risks inherent in an
          investment in the Securities and the suitability of such investment in
          light of the Subscriber's  personal financial condition and investment
          needs.  Unless the  Subscriber  has  otherwise  advised the Company in
          writing,  the  Subscriber  did not employ the  services of a purchaser
          representative, as defined in the Securities and Exchange Commission's
          Regulation D, in connection with this investment;

     (d)  The Subscriber  has  sufficient  knowledge and experience in financial
          and business  matters to be capable of evaluating the merits and risks
          of a  prospective  investment in the  Securities;  is  experienced  in
          making  investments  which  involve  a high  degree  of  risk,  and is
          sophisticated in making investment decisions;  and believes that he or
          she is  able  to  bear  the  economic  risk  of an  investment  in the
          Securities, including the total loss of such investment;

     (e)  The  Subscriber  realizes that (i) the purchase of the Securities is a
          long-term  investment,  (ii) the purchaser of the Securities must bear
          the economic risk of the investment  for an indefinite  period of time
          because the Securities have not been  registered  under the Securities
          Act of 1933, as amended, (the "Act"), or applicable state laws or laws
          of other  countries  and,  therefore,  the  Securities  cannot be sold
          unless they are  subsequently  registered under the Act and such other
          laws or exemptions  from such  registration  are available,  (iii) the
          Company is not  current in its  reporting  responsibilities  under the
          Securities Act of 1934, as amended, (iv) there is no public market for
          the  Securities and the Subscriber may not be able to liquidate his or
          her investment in the event of an emergency,  or pledge the Securities
          as collateral  security for loans, and (v) the  transferability of the
          Securities  is  restricted  and  (A)  requires   conformity  with  the
          restrictions  contained in paragraph 2 below,  and (B) will be further
          restricted by a legend placed on the  certificate(s)  representing the
          Securities  stating that the Securities have not been registered under
          the Act and applicable  state laws and referencing the restrictions on
          transferability of the Securities.

         2. No Registration  Under the Securities  Laws. The Subscriber has been
advised  that the  Securities  are not being  registered  under the Act or state
securities laws or securities laws of other nations  pursuant to exemptions from
the Act and such laws, and that the Company's  reliance upon such  exemptions is
predicated in part on the  representations  of the Subscriber  contained herein.
The Subscriber  represents and warrants that the Securities are being  purchased
for the  Subscriber's  own account and for  investment  without the intention of
reselling  or  redistributing  the same,  that no  agreement  has been made with
others regarding the Securities and that the Subscriber's financial condition is
such  that  it is not  likely  that  it  will be  necessary  to  dispose  of the
Securities in the foreseeable  future. The Subscriber is aware that, in the view
of the Securities and Exchange  Commission and state authorities that administer
state  securities laws, a purchase of the Securities with an intent to resell by
reason of any foreseeable  specific  contingency or anticipated change in market
values,  or any change in the  condition of the Company or its  business,  or in
connection  with a  contemplated  liquidation or settlement of any loan obtained
for the  acquisition of the Securities and for which the Securities were pledged
as security, would represent an intent inconsistent with the representations set
forth above. The Subscriber  further  represents and agrees that, if contrary to
the foregoing intentions there should ever be a desire to dispose of or transfer
the  Securities  in any manner,  the  Subscriber  shall not do so without  first
obtaining  (a) an opinion of counsel  suitable to the Company that such proposed
disposition or transfer  lawfully may be made without  registration  pursuant to
the Act and applicable  securities  laws of states and other nations or (b) such
registrations (it being expressly understood that the Company shall not have any
obligation to register the Securities for such purpose).

         3. Registration  Rights.  If, at any time within three (3) years of the
date of this  purchase,  the Company  proposes for any reason to register any of
its securities  under the  Securities Act other than a registration  on Form S-8
relating solely to employee stock option or purchase plans, on Form S-4 relating
solely  to an SEC Rule 145  transaction  or on any  other  form  which  does not
include  substantially  the same information as would be required to be included
in a registration  statement covering the sale of the Securities,  it shall each
such time give written  notice to the holder of these  Securities  ("Holder" for
purposes  of  this  Section  3) of the  Company's  intention  to  register  such
securities,  and, upon the written request,  given within thirty (30) days after
receipt of any such  notice,  of the Holders of the  Securites  outstanding,  to
register  any of the  Securities,  the  Company  shall cause the  Securities  so
requested  by  the  Holder  to  be  registered,   whether  such  Securities  are
outstanding or subject to purchase hereby, to be registered under the Securities
Act, all to the extent requisite to permit the sale or other  disposition by the
Holder of the Securities so registered;  provided,  however, that the Securities
as to  which  registration  had been  requested  need  not be  included  in such
registration  if in the  opinion of counsel  for the Company and counsel for the
Holder the proposed transfer by the Holder may be effected without  registration
under the Securities Act and any certificate  evidencing the Securities need not
bear any restrictive legend. In the event that any registration pursuant to this
Section 3 shall be, in whole or in part, an underwritten  offering of securities
of the Company,  then (i) any request pursuant to this Section 3 to register the
Securities  may specify that such shares are to be included in the  underwriting
on the same terms and  conditions as the shares of the  Company's  capital stock
otherwise being sold through  underwriters under such registration,  (ii) if the
managing underwriter of such offering determines that the number of shares to be
offered by all selling shareholders must be reduced, then the Company shall have
the right to reduce the  number of shares  registered  on behalf of the  Holder,
provided  that the  number of shares to be  registered  on behalf of the  Holder
shall not be  reduced to such an extent  that the ratio of the shares  which the
Holder is permitted to register to the total number of shares the Holder owns is
less than that  ratio for any other  selling  shareholder,  and (iii) the Holder
will be bound by the  terms of the  underwriting  agreement  and the  conditions
imposed by the underwriter on selling shareholders.

         4. State of Domicile.  The Subscriber  represents and warrants that the
Subscriber is a bona fide resident of, and is domiciled in, the state or country
so designated on the signature  page hereto,  and that the  Securities are being
purchased  solely  for the  beneficial  interest  of the  Subscriber  and not as
nominee  for, or on behalf of, or for the  beneficial  interest  of, or with the
intention to transfer to, any other person, trust, or organization.

         5. Obligation to Update. The information  provided by the Subscriber is
correct and complete as of the date hereof.  The  Subscriber  is informed of the
significance to the Company of the foregoing representations,  and they are made
with the intention  that the Company will rely upon them. If there should be any
adverse change in such information prior to the subscription being accepted, the
Subscriber will immediately provide the Company with such information.

6.       Entity Representation.  The  Subscriber  makes the following additional
representations:

     (a)  The Subscriber was not organized for the specific purpose of acquiring
          the Securities; and


     (b)  This  Agreement has been duly  authorized by all necessary  actions of
          the Board of Directors,  shareholders,  partners,  trustees,  or other
          duly  authorized  acting body or person on the part of the Subscriber,
          has been duly executed by an authorized  officer or  representative of
          the Subscriber,  and is a legal,  valid, and binding obligation of the
          Subscriber enforceable in accordance with its terms.

Dated: ______________, 1999.


________________________________
Signature

________________________________
Name Typed or Printed, Title

________________________________
Entity Name

________________________________
Address

________________________________
City, State and Zip Code


________________________________
(Area Code) Telephone Number

________________________________
Tax Identification or Social
Security Number


         The Subscription  Agreement and Letter of Investment Intent is accepted
as of ____________________________, 1999.


PREFERRED VOICE, INC.


_________________________________
By: _____________________________
Its: ____________________________

<PAGE>

                                             SCHEDULE OF SUBSCRIPTION AGREEMENTS

<TABLE>
<CAPTION>
<S>                                   <C>                     <C>                     <C>               <C>

Name and Address                No. of Shares     Purchase Price Per Share    Total Purchase Price     Date

First Union Securities Inc.,
  Cust. FBO                        33,334                 $1.50                      $50,000         12/22/99
Stephen C. Thayer IRA
4333 Westside Drive
Dallas, Texas  75209

David C. Tyrrell                   66,667                 $1.50                     $100,000         12/22/99
12 Turtle Creek Bend
Dallas, Texas 75204

JMG Capital Partners, L.P.        333,334                 $1.50                     $500,000         12/22/99
1999 Avenue of the Stars,
Ste. 2530
Los Angeles, California 90067

JMG Triton Offshore Fund, Ltd.    333,334                 $1.50                     $500,000         12/22/99
1999 Avenue of the Stars,
Ste. 2530
Los Angeles, California 90067

Tom Wittenbraker                   33,334                 $1.50                      $50,000         12/22/99
4626 Greenville Avenue, #101
Dallas, Texas 75206

Dan D. Warren                      33,334                 $1.50                      $50,000         12/22/99
7317 Fisher Road
Dallas, Texas 75214

J.Steven Emerson IRA Rollover II  100,000                 $1.50                     $150,000         12/22/99
Bear Stearns Securities Corp.,
Custodian
1999 Avenue of the Stars, Ste. 2530
Los Angeles, California 90067

<PAGE>

Marciano Financial Holdings       333,334                $1.50                      $500,000         12/22/99
9465 Wilshire Blvd., Ste 400
Beverly Hills, California 90212

Jacob Wizman                       66,667                $1.50                      $100,000         12/22/99
211 S. Beverly Drive, #108
Beverly Hills, California 90210

Windsor Capital Management, Ltd.  166,667                $1.50                      $250,000         12/22/99
P.O. Box 146 Road Town, Tortola
British Virgin Islands

</TABLE>