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") 160,000 shares of
Preferred  Voice,  Inc.  $.001 par value  common stock (the  "Securities")  at a
purchase price of $1.25. A wire transfer to the account of Preferred Voice, Inc.
in the amount of $ 200,000.00  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  Subscribe'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  Securities
  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: July 1, 1999.

                                                  /s/ Jonathan Glasser
                                                -----------------------------
                                                Signature

                                                Jonathan Glasser, Member Manager
                                                --------------------------------
                                                Name Typed or Printed, Title

                                                JMG Capital Partners, L.P.
                                                --------------------------------
                                                Entity Name

                                                1999 Avenue of the Stars,
                                                Suite 2530
                                                --------------------------------
                                                Address

                                                Los Angeles, California 90067
                                                --------------------------------
                                                City, State and Zip Code

                                                (310) 201-2619
                                                --------------------------------
                                                (Area Code) Telephone Number

                                                68-0271606
                                                --------------------------------
                                                Tax Identification or Social
                                                Security Number

                  The Subscription  Agreement and Letter of Investment Intent is
  accepted as of July 1, 1999.

                                                 PREFERRED VOICE, INC.

                                                 /s/ G. Ray Miller
                                                 -------------------------------
                                                 BY: G. Ray Miller
                                                 Its: President & CEO