EXHIBIT 10.12

                        CARRIER SERVICE AGREEMENT
                        -------------------------





This Service Agreement ("Agreement") is made as of the 7th day of
September, 1999 ("Effective Date"), by and between NetVoice Technologies,
Inc. (NVT), with its principal office at  13747 Montfort Dr., Ste. 250,
Dallas, Texas 75240, and ValuLine Inc., with its principal office at PO Box
21098, Albuquerque, NM 87154-1098, hereinafter called ("CUSTOMER").

WHEREAS, CUSTOMER is a common carrier that has requested that NVT provide
the services described in Exhibits A and B and CUSTOMER agrees to accept
said services pursuant to the terms hereof;

NOW, THEREFORE, the parties agree as follows:

1.   SERVICES.  NVT agrees to furnish CUSTOMER telecommunications services
     set forth in Exhibit A and Exhibit B to this Agreement, at the rates
     set forth therein and subject to the terms and conditions contained in
     this Agreement.

2.   TERM.  The term of this Agreement shall commence on the Effective Date
     and will continue for a period of one (1) year.  After the initial
     term, this Agreement shall automatically be renewed for additional
     successive one (1) year terms unless either party shall give to the
     other not less than sixty (60) days written notice of termination
     prior to the expiration date of the then - current term.

3.   CHARGES AND PAYMENT.

     3.1  All Usage Charges for services provided by NVT under this
          Agreement are set forth in Exhibit A, which charges are subject
          to change as hereinafter provided.

     3.2  Usage Charges and other charges for services provided under this
          Agreement shall be billed weekly (Monday to Sunday) and the
          undisputed amount shall be paid by CUSTOMER to NVT, without
          demand or setoff, within 3 days after the date of the NVT
          invoice.  NTVT reserves the right to cancel services immediately
          if a disagreement arises on any disputed amounts.

     3.3  Any undisputed amount not received by NVT on the due date
          specified above will be deemed past due. Any past due amounts are
          subject to a late charge in the amount of one and one-half
          percent (1.5%) per month compounded monthly, or the maximum rate
          allowed by law, whichever is less, from the due date until
          payment is received by NVT.

     3.4  In case the CUSTOMER disputes any billing of NVT, CUSTOMER must
          pay the full undisputed amount within the time frames set forth
          in Section 3.2.  A description of the disputed billing must be
          delivered to NVT in writing within 10 days of the invoice, and
          Customer will set aside the disputed amount in a separate account
          for up to 30 days while the Parties attempt to resolve the dispute.

     3.5  NVT reserves the right to increase the Usage Charges, Monthly
          Recurring Charges and service charges hereunder upon at least 15
          (fifteen) days prior notice to CUSTOMER,

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          provided CUSTOMER may elect to terminate this Agreement without
          penalty in the event of any such increase.  In order to exercise
          such election to terminate, CUSTOMER must give NVT written notice
          of such election within (15) days after the date of the notice of
          increase from NVT.

     3.6  NVT may require Customer to make a Deposit or an Advance Payment
          or both to be held as a guarantee for the payment of charges. The
          Deposit or Advance Payment shall not exceed an amount equal to
          one month's estimated usage.  A Deposit does not relieve the
          Customer of the responsibility for the prompt payment of bills on
          presentation.

          In the event of cancellation, the Deposit will be applied toward
          the Customer's final bill and any remainder will be returned to
          the Customer within 90 days after the service has been disconnected.

4.   TAX EXEMPTION CERTIFICATE.  Should CUSTOMER claim an exemption from
     any sales, use, or other tax, the CUSTOMER  shall provide such
     exemption information to NVT.  It will be the responsibility of
     CUSTOMER to make sure that its proof of exempt status remains current.
     In no event shall NVT be liable for any taxes due by CUSTOMER and
     CUSTOMER hereby indemnifies NVT against any such claims for taxes by
     any tax in authority or party acting on behalf of such taxing authority.

5.   LIMITATION OF LIABILITY.  NVT'S LIABILITY HEREUNDER IS LIMITED TO
     DIRECT DAMAGES ONLY.  NVT WILL NOT BE RESPONSIBLE FOR CONSEQUENTIAL,
     INCIDENTAL, SPECIAL OR INDIRECT LOSS OR DAMAGE OF ANY KIND.  NVT SHALL
     HAVE NO LIABILITY WHATSOEVER FOR ANY LOSS, COST OR EXPENSE ARISING
     FROM THE DELAY OF ANY TELEPHONE OPERATING COMPANY, LOCAL EXCHANGE
     CARRIER, OR ANY OTHER THIRD PARTY, ABSENT GROSS NEGLIGENCE OR WILLFUL
     MISCONDUCT ON THE PART OF NVT.

6.   INDEMNIFICATION.  CUSTOMER hereby indemnifies and holds harmless NVT,
     its affiliates, their respective officers, directors, shareholders,
     employees, agents, successors and assigns, and each of them, from and
     against any and all damages, losses, claims, liabilities, demands,
     charges, suits, penalties, costs of expenses, whether accrued,
     absolute, contingent or otherwise, including but not limited to court
     costs and attorney's fees, which any of the foregoing may incur or to
     which any of the foregoing may be subjected, arising out of or
     otherwise based upon any of the following:

     6.1  Any breach or default by CUSTOMER under any of the provisions of
          this Agreement or of any other agreement or instrument to which
          NVT or an affiliate is a party or which is in favor of NVT or an
          affiliate of  NVT;

     6.2  Claims of any third person or entity for libel, slander,
          infringement of copyright, or unauthorized use of trademark,
          trade name, or service mark arising out of material, data,
          information, or other content transmitted by CUSTOMER over NVT's
          networks; or

     6.3  Any act or omission of CUSTOMER or its agents, servants,
          employees, contractors, or representatives.

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     For purposes of this Agreement, an "affiliate" of NVT includes any
     person or entity controlling, controlled by or under common control
     with NVT.

7.   SUSPENSION OF SERVICE; TERMINATION OF AGREEMENT.  In the event CUSTOMER:

     a.   Breaches any provision of this Agreement including but not
          limited to the provisions regarding payment; or

     b.   Files or initiates proceedings or has proceedings filed or
          initiated against it, relating to its liquidation, insolvency,
          reorganization or relief (such as the appointment of a trustee,
          receiver, liquidator, custodian or other official) under any
          bankruptcy, insolvency or other similar law or makes an
          assignment for the benefit of its creditors or enters into an
          agreement for the composition, extension or readjustment of its
          obligations in connection with the foregoing;

     Then NVT may, upon notice to CUSTOMER, at the NVT's option and in
     addition to such other rights or remedies as it may have under this
     Agreement, at law or in equity, without incurring any liability:  (i)
     suspend service to CUSTOMER until such time that such circumstance is
     corrected (provided NVT shall not be prohibited from terminating this
     Agreement after suspending service); (ii) declare all charges that
     have been billed to CUSTOMER by NVT to be immediately due and payable,
     whereupon all such amounts shall become immediately due and payable;
     or (iii) terminate this Agreement.

8.   CROSS DEFAULT/CROSS TERMINATION.  NVT, at its option, may also
     terminate services provided to CUSTOMER under this Agreement upon at
     least (30) days notice to CUSTOMER, in addition to such other rights
     or remedies as NVT may have under any agreement, at law or in equity,
     in the event CUSTOMER or any affiliate of CUSTOMER breaches any
     provision of any other agreement or instrument with or in favor of NVT
     or any affiliate of NVT.

9.   FORCE MAJEURE.  Notwithstanding anything to the contrary herein, NVT
     shall not be liable to CUSTOMER or any other person or entity for
     damages, or deemed to be in breach of this Agreement, due to causes
     outside of NVT's reasonable control, including, without limitation,
     acts of God, fire, explosion, vandalism, storm or other natural
     occurrences; any law, order, regulation, direction, action or request
     of the United States government or of any government (including
     without limitation, state and local governments having jurisdiction
     over any of the parties) or of any department, agency, commission,
     court, bureau, corporation or other instrumentality of any one or more
     of such governments, or of any civil or military authority; national
     emergencies; insurrection; riots; wars; strikes, lockouts, work
     stoppage or other such labor difficulties; or any act or omission of
     any other person or entity.

10.  ASSIGNMENT.  This Agreement shall be binding upon and inure to the
     benefit of the parties hereto and their respective successors and
     permitted assigns.  CUSTOMER may not assign, delegate, or transfer any
     of its rights or obligations hereunder without the prior written
     consent of NVT.  For purposes hereof, the following also constitutes
     an assignment:  (a) any merger, consolidation or reorganization to
     which CUSTOMER is a party, (b) the sale or transfer of all or
     substantially all the assets of CUSTOMER, or (c) the sale, issuance or
     transfer of any voting securities of CUSTOMER which results in a
     change in control of CUSTOMER.

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11.  WAIVER.  The delay or failure of NVT to enforce or insist upon
     compliance with any of the terms or conditions of this Agreement or to
     exercise any remedy provided herein, the waiver of any term or
     condition of this Agreement, or the granting of an extension of time
     for performance shall not constitute the permanent waiver of any term,
     condition or remedy of or under this Agreement, and this Agreement and
     each of its provision shall remain at all times in full force and
     effect unless and until modified as provided herein.

12.  NOTICES.  All notices required by this Agreement shall be assumed to
     have been delivered when sent in a sealed envelope, postage prepaid
     and sent either express or overnight delivery or registered or
     certified mail, return receipt requested and addressed to each party
     as follows:

     If to NVT:          NetVoice Technologies, Inc.
                         13747 Montfort Dr., Ste. 250
                         Dallas, Texas  75240
                         Attention:  Jeff Rothell

     If to CUSTOMER:     ValuLine Inc.
                         ----------------------------------
                         PO Box 21098
                         ----------------------------------
                         Albuquerque, NM 87154-1098
                         ----------------------------------

                         ----------------------------------

13.  SEVERABILITY.  If any term, covenant, or condition of this Agreement
     or the application thereof to any person or circumstance shall be
     determined to any extent to be invalid or unenforceable, the remainder
     of this Agreement, or the application of such term, covenant, or
     condition to persons or circumstances other than those as to which it
     is held invalid or unenforceable, shall not be affected by such
     determination.

14.  SURVIVAL.  The covenants and agreements of CUSTOMER contained in this
     Agreement with respect to payment of amounts due and indemnification
     shall survive any termination of this Agreement.

15.  HEADINGS.  Headings contained herein are provided for convenience and
     reference only and do not affect or limit the interpretation, contents
     or terms of this Agreement.

16.  GOVERNING LAW AND CONSENT TO JURISDICTION.  THIS AGREEMENT SHALL BE
     CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE VALIDITY AND
     PERFORMANCE HEREOF SHALL BE GOVERNED BY, THE INTERNAL LAWS OF THE
     STATE OF TEXAS AND CUSTOMER HEREBY CONSENTS TO THE JURISDICTION OF THE
     COURTS OF SAID STATE WITH RESPECT TO ANY DISPUTE, CONTROVERSY OR OTHER
     MATTER RELATING TO OR ARISING OUT OF THIS AGREEMENT.

17.  EXECUTION.  This Agreement may be executed in counterparts and each of
     such counterparts shall, for all purposes, be deemed to be an original
     but all together only one Agreement.

18.  THIRD PARTIES.  Nothing contained in this Agreement or in any
     instrument or document executed by any party in connection with the
     transactions contemplated hereby shall create any

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     rights in, or be deemed to have been executed for the benefit of, any
     person or entity that is not a party hereto or a successor or
     permitted assign of a party hereto.

19.  REGULATORY CHANGES.  In the event of any regulatory, judicial, or
     legislative body having jurisdiction over the way in which services
     referenced herein are provided, materially changes the scope, terms,
     or operating conditions of this Agreement, NVT may terminate this
     agreement in its sole discretion without penalty.

20.  ADDITIONAL PROVISIONS.

     A.   Nothing herein shall be construed as conveying any interest in
          any property of NVT, and CUSTOMER shall not represent that such
          conveyance has occurred.

     B.   The provision of service by NVT is subject to the condition that
          the service will not be used for any unlawful purpose.

21.  ENTIRE AGREEMENT.  This Agreement, including its Exhibits, constitutes
     the entire agreement between the parties with respect to the subject
     matter hereof and supersedes all prior or contemporaneous agreements,
     whether written or oral, between NVT and CUSTOMER.  No waiver,
     alteration or modification of any of the provisions of this Agreement,
     shall be binding unless in writing and signed by a duly authorized
     representative of the parties; provided, however, that only written
     notice to CUSTOMER is required to increase service rates in accordance
     with Section 3.6.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year above written as the effective date.

NetVoice Technologies, Inc.             CUSTOMER

By: /s                                  By: /s/
   -----------------------------           ----------------------------
     Jeff Rothell
                                        Name:
                                             --------------------------
                                                  (Print Name)
Title:  President                       Title:
                                             --------------------------

Date:                                   Date:
     ---------------------------             --------------------------



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                               EXHIBIT  A
                               ----------


                       NETVOICE TECHNOLOGIES, INC.
                       ---------------------------



                           TERMINATION SERVICE

NVT will terminate/originate telecommunications received from Customer by
means of a DS1/DS3 interconnection at one of NVT's points of presence.
Calls may be terminated/originated locally, i.e., to/from the NPA/NXX
numbers associated with that point of presence ("Local
Termination/Origination"), and terminated in/originated from other cities
in which NVT has a point of presence ("on-net cities").  NVT's on-net
cities are listed on Exhibit B.  The following charges will apply:

LOCAL TERMINATION TO ONNET CITIES:

     $.018 per minute billed with 6 second minimum and 6 second increments.


LOCAL ORIGINATION FROM ONNET CITIES:

     $.018 per minute billed with 6 second minimum and 6 second increments.








NetVoice Technologies, Inc.             CUSTOMER


By: /s                                  By: /s/
   -----------------------------           ----------------------------
     Jeff Rothell
                                        Name:
                                             --------------------------



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                               EXHIBIT  B
                               ----------



                       NETVOICE TECHNOLOGIES, INC.
                       ---------------------------



                     TERMINATION/ORIGINATION SERVICE
                     -------------------------------



                       NPA/NXX LISTINGS AVAILABLE
                       --------------------------


               Dallas                        Ft. Worth

               Houston                       Austin

               San Antonio                   El Paso

               Oklahoma City                 Tulsa

               Atlanta                       New Orleans

               Denver                        Kansas City

               Orlando                       Tampa

               Miami/Ft. Lauderdale          Jacksonville

               Little Rock                   Albuquerque

               Portland                      Phoenix

               Chicago (10/99)               New York (10/99)

               Los Angeles (11/99)



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