This Note has not been  registered  under the Securities Act of 1933, as amended
(the "Act"), and may not be sold, transferred, assigned or otherwise disposed of
unless the person  requesting  the transfer of the Note shall provide an opinion
of counsel to Preferred/telecom,  inc. (the "Company") (both counsel and opinion
to be  satisfactory  to the  Company)  to the effect  that such sale,  transfer,
assignment or  disposition  will not involve any  violation of the  registration
provisions of the Act or any similar or superseding statute.

                             PROMISSORY NOTE


$  ________                   Dallas, Texas                         ______, 1999

FOR VALUE RECEIVED,  Preferred Voice, Inc., a Delaware corporation,  promises to
pay to the  order  of at or at such  other  address  as the  holder  hereof  may
designate,  the principal sum of  ($___________),  together with interest on the
unpaid principal balance from the date hereof until this note is paid in full at
a rate of ____% per annum.

Principal and interest shall be payable as follows:

         a.       Upon funding of KMC Telecom agreement, or

         b.       Through  payment  of  50%  of  proceeds  from  sales of master
                  distributorships sold after this date, or

         c.       One year from issuance of this note,

whichever is earlier until note and interest is fully paid.

         All payments  received shall be applied first to the payment of accrued
interest and then to the payment of principal.

         Maker shall have the right to prepay any and all amounts due  hereunder
without penalty for the privilege of doing so.

         No payment shall be considered in default  unless it is not paid within
ten (10) days after delivery of written notice of nonpayment.

         Any time prior to repayment, Holder will have the right to convert this
note into shares of common stock,  $.001 par value per share,  of Maker,  at the
conversion  rate of one share of common  stock for each $1.00 of  principal  and
interest due on the note on the date of conversion.

         In the event  default is made in the  payment of this Note,  the unpaid
balance on this Note shall at once become due and payable,  without  notice,  at
the option of the Holder. Failure to exercise this option shall not constitute a
waiver of the right to declare the entire  principal  due and payable at once at
any subsequent time.

<PAGE>

         All past  due  principal  on this Note shall bear interest at a rate of
18% per annum from maturity until paid.

         In the event  default is made in the  payment  of this  Note,  then the
holder  will have the right  from and after such  default to convert  the unpaid
balance on this Note into the number of shares of common stock,  $.001 par value
per share,  of maker (the "Stock"),  derived from dividing the unpaid balance by
the  conversion  rate where the conversion  rate equals  one-half of the average
closing  price of the Stock on the exchange on which it is traded for the 45 day
period  prior to  conversion  or if the Stock is not then traded on an exchange,
one-half of the average of the last bid price for the 45 day period prior to the
conversion.

         If, after default,  this Note is placed in the hands of an attorney for
collection,  or if colleted  through  judicial  proceeding,  Maker shall pay, in
addition to the sums  referred to above,  a reasonable  sum as a  collection  or
attorneys'  fee and all other  costs  incurred  by Holder in  collection  of the
unpaid amounts due hereunder.

         Each maker, surety,  guarantor,  endorser or other party liable for the
payment of this Note, in whole or in part,  hereby expressly waives  presentment
and demand for payment,  notice of intention to accelerate  maturity,  notice of
acceleration of maturity, protest and notice of protest and nonpayment, bringing
of suit and  diligence  in taking any action to collect sums owing  hereon,  and
agree that this Note,  and any payment  hereunder,  may be extended from time to
time without in any way affecting such liability.

MAKER:

Preferred Voice, Inc.


By:
   -------------------------------
         G. RAY MILLER
         Chief Executive Officer



<PAGE>


                                           Schedule of Promissory Notes

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

                                                                                                         Interest Rate
Name                          Address                                Date Issued          Amount          (per annum)
John B. Davies                1259 Western Avenue                      4/7/99           $50,000.00            12%
                              Westfield, MA  01085

Larry Kupferberg              39 West 83rd Street, Apt. #2             4/22/99          $75,000.00            12%
                              New York, NY  10024-5242

Jacqueline Knapp              947 Huron Road                           4/23/99          $75,000.00            12%
                              Franklin Lakes, NJ  07417


</TABLE>