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                                                                  Exhibit 10.28

                        ADVANCED COMMUNICATIONS GROUP, INC.

                              SERIES N WARRANT

Total Number of Series N Warrants: 90,000                      Warrant No. N-3

Number of Series N Warrants represented
by this Warrant Certificate:  30,000

     This Warrant Certificate certifies that, for value received,

                               Marvin C. Moses

is the registered holder of the number of Warrants set forth above. Each Warrant
entitles Holder, at any time or from time to time on or before the Expiration
Date, to purchase from the Company one fully paid and nonassessable share of
Common Stock at the Exercise Price, subject to adjustment as provided herein.

     "COMMON STOCK" means the Common Stock, $.0001 par value per share, of the
Company, or such other class of securities as shall then represent the common
equity of the Company.

     "COMPANY" means Advanced Communications Group, Inc., a Delaware
corporation.

     "ELECTION TO EXERCISE" means the Election to Exercise on page 7 hereof.

     "EXERCISE PRICE" means $6.96, subject to adjustment as provided in Section
3 hereof.

     "EXPIRATION DATE" means 5:00 p.m. (St. Louis time) on the tenth anniversary
of the Grant Date, or, if earlier, the first anniversary of the Holder's date of
death.

     "FAIR MARKET VALUE" means, on any given date, the closing price of the
shares of Common Stock, as reported on the New York Stock Exchange for such date
or such national securities exchange as may be designated by the Board or, if
Common Stock was not traded on such date, on the next preceding day on which
Common Stock was traded.

     "FAMILY MEMBER" has the meaning ascribed to it in the General
Instructions to Form S-8 under the Securities Act of 1933, as the same may be
amended from time to time.  For the sake of clarity, as of the date of this
Warrant Certificate, "Family Member" means any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, sibling, niece,
nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive relationships, any
person sharing the employee's household (other than a tenant or employee), a
trust in which these persons have more than fifty percent of the beneficial
interests, a foundation in which these persons (or the employee) control the
management of assets, and any other entity in which these persons (or the
employee) own more than fifty percent of the voting interests.


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     "GRANT DATE" means June 3, 1999.

     "HOLDER" means the registered holder identified above of the number of
Warrants represented by this Warrant Certificate or any Permitted Transferee,
to the extent applicable.

     "PERMITTED TRANSFEREE" means a Family Member who has acquired these
Warrants directly from the registered holder identified above through a gift
or a domestic relations order.

     "SHAREHOLDER APPROVAL DATE" means February 16, 2000.

     "WARRANTS" means the Series N Warrants represented by this Warrant
Certificate.

     1.   EXERCISE OF WARRANTS.

          (a)  Subject to Section 1(c) hereof, the Warrants evidenced by this
Warrant Certificate may be exercised in whole or in part at any time on or
after the Shareholder Approval Date and before the Expiration Date by
presentation and surrender at the office of the Company specified herein of
(i) this Warrant Certificate with the Election to Exercise duly completed and
executed, and (ii) payment of the Exercise Price as then in effect, by bank
draft or cashier's check, for the number of Warrants being exercised.  If
Holder at any time exercises less than all the Warrants evidenced by this
Warrant Certificate, the number of Warrants represented by this Warrant
Certificate shall be reduced to the number of Warrants equal to the number of
Warrants originally represented by this Warrant Certificate less the
cumulative number of Warrants previously exercised.

          (b)  To the extent that the Warrants evidenced by this Warrant
Certificate have not been exercised at or prior to the Expiration Date, such
Warrants shall expire and the rights of Holder shall become void and of no
effect.

          (c)  In its discretion, the Company may permit the Holder to
exercise an Warrant through a "cashless exercise" procedure involving a
broker or dealer approved by the Company, provided that the Holder has
delivered an irrevocable notice of exercise (the "NOTICE") to the broker or
dealer and such broker or dealer agrees:  (i) to sell immediately the number
of shares of Common Stock specified in the Notice to be acquired upon
exercise of the Warrant in the ordinary course of its business, (ii) to pay
promptly to the Company the aggregate exercise price (plus the amount
necessary to satisfy any applicable tax liability), and (iii) to pay to the
Holder the balance of the proceeds of the sale of such shares over the amount
determined under clause (ii) of this sentence, less applicable commissions
and fees; PROVIDED, HOWEVER, that the Company may modify the provisions of
this sentence to the extent necessary to conform the exercise of the Warrant
to Regulation T under the Exchange Act.  The manner in which the Exercise
Price may be paid may be subject to certain conditions specified by the
Company. No fractional shares (or cash in lieu thereof) shall be issued upon
exercise of a Warrant and the number of shares that may be purchased upon
exercise shall be rounded to the nearest number of whole shares.


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     (d)  PAYMENT ALTERNATIVES FOR SECTION 16 PERSONS.

               (i)  Persons subject to Section 16 of the Exchange Act shall have
     the unfettered right (but not the obligation) to pay the Exercise Price in
     full in shares of Common Stock with a Fair Market Value (determined as of
     the date of exercise of such Warrant and, where such shares are withheld
     (as described in Section 1(d)(ii) below), net of the applicable Exercise
     Price) at least equal to such full payment.

               (ii) Common Stock used to pay the Exercise Price may be shares
     that are already owned by the Holder who is subject to Section 16 of the
     Exchange Act, or such Holder shall have the right but not the obligation to
     direct the Company to withhold shares of Common Stock that would otherwise
     have been received by such Holder upon exercise of the Warrant.  It is the
     intent of this Section 1(d) that the transactions described in this Section
     1(d) qualify for the exemption from short-swing profit liability under
     Section 16 of the Exchange Act pursuant to the "disposition to the issuer"
     exemption set forth at Rule 16b-3(e) promulgated under Section 16 of the
     Exchange Act.

     2.   RESTRICTIONS ON TRANSFER.  The Warrants evidenced by this Warrant
Certificate shall not be assignable or otherwise transferable by Holder
otherwise than (i) to a Permitted Transferee; (ii) by Holder's will; or (iii)
by the laws of descent and distribution.  During the lifetime of Holder, the
Warrants shall be exercisable only by Holder; after Holder's death, the
Warrants shall be exercisable only by the personal representative of Holder's
estate. Compliance with this provision is the responsibility of the Holder.
No transfer to heirs or legatees of Holder shall be effective to bind the
Company unless the Company shall have been furnished with written notice
thereof and a copy of such evidence as the Board may deem necessary to
establish the validity of the transfer and the acceptance by the transferee
or transferees of the terms and conditions hereof.

     3.   ANTIDILUTION ADJUSTMENTS.  The number of shares of Common Stock
purchasable on the exercise of the Warrants evidenced by this Warrant
Certificate, and the Exercise Price, shall be subject to adjustment from time
to time upon the happening of certain events, as follows:

          (a)  MERGERS, CONSOLIDATIONS AND RECLASSIFICATIONS.  In case of any
reclassification or change of outstanding securities issuable upon exercise
of the Warrants evidenced by this Warrant Certificate at any time (other than
a change in par value, or from par value to no par value, or from no par
value to par value or as a result of a subdivision or combination to which
paragraph (b) of this Section 3 applies), or in case of any consolidation or
merger of the Company with or into another corporation (other than a merger
with another corporation in which the Company is the surviving corporation
and which does not result in any reclassification or change other than a
change in par value, or from par value to no par value, or from no par value
to par value, or as a result of a subdivision or combination to which
paragraph (b) of this Section 3 applies in the securities issuable upon
exercise of this Warrant),  Holder shall have, and the Company, or such
successor corporation or other entity, shall covenant in the constituent
documents effecting any of the foregoing transactions that Holder does have,
the right to obtain upon the exercise of the Warrants evidenced by this
Warrant Certificate, in lieu of each share of Common Stock, other securities,
money or other property theretofore issuable upon exercise of a Warrant, the
kind and amount of shares of stock, other securities, money or other property
receivable upon such reclassification, change, consolidation or merger by a
holder of


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the shares of Common Stock, other securities, money or other property
issuable upon exercise of a Warrant if the Warrants evidenced by this Warrant
Certificate had been exercised immediately prior to such reclassification,
change, consolidation or merger.  The constituent documents effecting any
such reclassification, change, consolidation or merger shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided in paragraph (a) of this Section 3.  The provisions of
paragraph (a) of this Section 3 shall similarly apply to successive
reclssifications, changes, consolidations or mergers.

          (b)  SUBDIVISIONS AND COMBINATIONS.  If the Company shall subdivide
its shares of Common Stock into a greater number of shares (or pay to any
holders of securities of the Company a dividend payable in, or make any other
distribution of, Common Stock), the Exercise Price in effect immediately prior
to such subdivision shall be proportionately reduced, and the number of shares
of Common Stock purchasable upon exercise of the Warrants evidenced by this
Warrant Certificate shall be proportionately increased, as at the effective date
of such subdivision, dividend or distribution or if the Company shall take a
record of holders of its Common Stock for such purpose, as at such record date,
whichever is earlier. If the Company shall combine its shares of Common Stock
into a smaller number of shares, the Exercise Price in effect immediately prior
to such combination shall be proportionately increased, and the number of shares
of Common Stock purchasable upon exercise of the Warrants evidenced by this
Warrant Certificate shall be proportionately reduced, as at the effective date
of such combination, or if the Company shall take a record of holders of its
Common Stock for purposes of such combination, as at such record date, whichever
is earlier.

          (c)  CALCULATION OF EXERCISE PRICE.  The Exercise Price in effect from
time to time shall be calculated to four decimal places and rounded to the
nearest thousandth.

     4.   ADJUSTMENT TO EXERCISE PRICE. Whenever the Exercise Price is required
to be adjusted as provided in Section 3, the Company shall forthwith compute the
adjusted Exercise Price and shall maintain a record setting forth such adjusted
Exercise Price and showing in reasonable detail the facts upon which such
adjustment is based.

     5.   NOTICES TO HOLDER. In the event:

          (a)  of the conveyance or sale of all or substantially all of the
assets of the Company, or of any reclassification or change of the Common Stock
or other securities issuable upon exercise of the Warrants (other than a change
in par value, or from par value to no par value, or from no par value to par
value or as a result of a subdivision or combination), or a tender offer or
exchange offer for all shares of Common Stock (or other securities issuable upon
the exercise of the Warrants); or

          (b)  the Company shall declare any dividend (or any other
distribution) on the Common Stock, other than regular cash dividends; or

          (c)  the Company shall authorize the granting to the holders of Common
Stock of rights or warrants to subscribe for or purchase any shares of any class
or series of capital stock; or


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          (d)  of the voluntary or involuntary dissolution, liquidation or
winding up of the Company;

     the Company shall cause to be sent to Holder, at least 30 days prior to
the applicable record date hereinafter specified, or promptly in the case of
events for which there is no record date, a written notice stating (x) the
date for the determination of the holders of record of shares of Common Stock
(or other securities issuable upon the exercise of the Warrants) entitled to
receive any such dividends or other distribution, (y) the initial expiration
date set forth in any tender offer or exchange offer for shares of Common
Stock (or other securities issuable upon the exercise of the Warrants), or
(z) the date on which any such consolidation, merger, conveyance, transfer,
dissolution, liquidation or winding up is expected to become effective or
consummated, and the date as of which it is expected that holders of record
of shares of Common Stock (or other securities issuable upon the exercise of
the Warrants) shall be entitled to exchange such shares for securities or
other property, if any, deliverable upon such reclassification,
consolidation, merger, conveyance, transfer, dissolution, liquidation or
winding up. Failure to give such notice or any defect therein shall not
affect the legality or validity of any distribution, right, option, warrant,
issuance, consolidation, merger, conveyance, transfer, dissolution,
liquidation or winding up, or the vote upon any action.

     6.   COMPLIANCE WITH LAWS.  Upon the acquisition of any shares pursuant
to the exercise of the Warrants, Holder (or Holder's estate if applicable)
will enter into such written representations, warranties and agreements as
the Company may reasonably request in order to comply with applicable
securities laws.  Notwithstanding any of the other provisions hereof, Holder
agrees that he will not exercise the Warrants, and that the Company will not
be obligated to issue any shares pursuant to this Warrant Certificate, if the
exercise of the Warrants or the issuance of such shares of Common Stock would
constitute a violation by Holder or by the Company of any provision of any
law or regulation of any governmental authority.

     7.   COVENANTS OF THE COMPANY. The Company covenants and agrees that:

          (a)  Until the Expiration Date, the Company shall at all times
reserve and keep available, free from preemptive rights, out of the aggregate
of its authorized but unissued Common Stock (and other securities), for the
purpose of enabling it to satisfy any obligation to issue shares of Common
Stock (and other securities) upon the exercise of the Warrants evidenced by
this Warrant Certificate, the number of shares of Common Stock (and other
securities) issuable upon the exercise of such Warrants.

          (b)  All Common Stock (and other securities) which may be issued
upon exercise of the Warrants evidenced by this Warrant Certificate shall
upon issuance be validly issued, fully paid, non-assessable and free from all
taxes, liens and charges with respect to the issuance thereof.

     8.   WITHHOLDING OF TAX.  The Company may make such provisions as it may
deem appropriate for the withholding of any taxes which it determines is
required in connection with the Warrants.


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     9.   NO RIGHTS AS STOCKHOLDER.  Holder shall not, by virtue of holding
such Warrants, be entitled to any rights of a stockholder of the Company
either at law or in equity, and the rights of Holder are limited to those
expressed herein.

     10.  RESOLUTION OF DISPUTES.  Holder agrees, for and on behalf of Holder
and Holder's heirs, personal representatives and successors, that the
resolution of any dispute or disagreement which may arise hereunder shall be
determined by the Board in its sole discretion and judgment, and that any
such determination and any interpretation by the Board of the terms of this
Warrant Certificate shall be final and shall be binding and conclusive, for
all purposes, upon the Company, Holder and Holder's heirs, personal
representatives and successors.

     11.  NOTICES.  All notices provided for hereunder shall be in writing
and may be given by registered or certified mail, return receipt requested,
telex, telegram, telecopier, air courier guaranteeing overnight delivery of
personal delivery, if to Holder at the following address:

     Marvin C. Moses
     2942 Chestnut Run Dr.
     Bloomfield Hills, MI  48302

and, if to the Company:

     Advanced Communications Group, Inc.
     390 South Woods Mill Road, Suite 260
     St. Louis, Missouri 63017
     Attention:  Secretary
     Telecopier:  (314) 469-3539

     12.  GOVERNING LAW.  This Warrant Certificate shall be governed by and
construed in accordance with the laws of the State of Delaware.


           (The remainder of this page is intentionally left blank.)



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     IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
executed this 23rd day of February, 2000 by its Chairman of the Board and
Chief Executive Officer, thereunto duly authorized.

                              ADVANCED COMMUNICATIONS GROUP, INC.


                              By: /s/ Richard O'Neal
                                 -------------------------------------------
                                   Richard O'Neal, Chairman of the Board and
                                   Chief Executive Officer





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                                 ELECTION TO EXERCISE

          [To be executed on exercise of the Warrants evidenced by this
                                Warrant Certificate]

TO:  Advanced Communications Group, Inc.

     The undersigned, the holder of the Warrants evidenced by the attached
Warrant Certificate, hereby irrevocably elects to exercise _________ Warrants,
and herewith makes payment of_________________ ($__________) representing
the aggregate Exercise Price thereof, and requests that the certificate
representing the securities issuable hereunder be issued in the name of
___________________________________________ and delivered to__________
_______________________, whose address is_____________________.

     Dated:_______________   ______________________________



                       _____________________________________________________
                       Signature(s) of Registered Holder(s)
                       NOTE: THE ABOVE SIGNATURE(S) MUST CORRESPOND WITH THE
                       NAME AS WRITTEN ON THE FACE OF THIS WARRANT CERTIFICATE
                       IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
                       OR ANY CHANGE WHATSOEVER.