EXHIBIT 10.28

                           SOFTWARE LICENSE AGREEMENT

     This Software  License  Agreement is made as of this 21st day of September,
1999,  between Preferred Voice,  Inc., a Delaware  corporation  ("Licensor") and
Southwest Texas Telephone Company, a Texas corporation,  on behalf of itself and
its wholly owned subsidiaries and affiliates ("Licensee"). Licensor and Licensee
are collectively referred to in this Agreement as the "Parties."

                             BACKGROUND INFORMATION

     Licensor has  developed a system (the  "System")  that when  interconnected
with a telephone  switching  system is capable of  performing  the services (the
"Services")  described in a Marketing Agreement between Licensor and Licensee of
even date (the  "Marketing  Agreement").  Each System  consists of the hardware,
certain  third  party   software  (the  "Third  Party   Software")  and  certain
proprietary   application  software  developed  by  Licensor  (the  "Application
Software").  Licensee is a licensed  local  exchange  carrier  that is currently
providing  telecommunications  service in local calling  areas  described in the
Marketing Agreement (the "Service Areas"). Licensee wishes to offer the Services
to end  users  ("End  Users")  under  its own  brand  in  conjunction  with  its
telecommunications  services,  and  Licensor has agreed to install its System in
Licensee's location for that purpose pursuant to the Marketing Agreement.

     In  consideration  of the mutual promises made in this Agreement,  Licensor
and Licensee agree that the terms and conditions set forth as follows will apply
to the license of Application Software.

                       ARTICLE 1. LICENSE AND PROCUREMENT

     1.01  LICENSE.  Pursuant  to this  Agreement,  Licensor  hereby  grants  to
Licensee  a  nontransferable,  non-exclusive  license  to  use  the  Application
Software, together with all subsequent improvements thereto in the Service Area.

     1.02 TERM.  The initial term of this  Agreement  shall be  co-terminus  wit
Marketing Agreement.

                          ARTICLE 2. LIMITATIONS ON USE

     2.01 GENERAL USE. Licensee agrees to use the Application Software solely to
provide the Services to End Users.  Licensee  may private  brand the Services it
offers.



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     2.02 LOCATION.

          (a) Use of Application Software.  The Application Software may be used
     only on the  hardware  provided  by  Licensor  ("Designated  Hardware")  at
     Licensee's switch locations in the Licensed Areas.

          (b) Temporary Use of Non-Desiqnated Hardware. Licensee may temporarily
     install and use the Application  Software on hardware other than Designated
     Hardware,  but only if the  Designated  Hardware  cannot be used because of
     hardware,  software  or other  malfunction  and only  until the  Designated
     Hardware is returned to  operation.  Licensee  shall not install or use the
     Application  Software on such replacement hardware without the prior verbal
     consent of Licensor.  Licensor shall not unreasonably withhold this consent
     if the proposed  replacement  hardware meets or exceeds the  Specifications
     for the Designated Hardware.

     2.03  COPIES.  Licensee  may make  one  "backup  copy"  of the  Application
Software for archival  purposes at each location;  any such archival copy may be
stored at the location  where the products are installed and  operational  or at
any such reputable off-site storage facility or facilities,  as the case may be,
which Licensee, in its reasonable judgment, shall select to maintain and protect
such  archival  copy for  purposes  of  disaster  recovery.  Licensee  shall not
otherwise copy any portion of the Software. Licensee shall reproduce and include
Licensor's  applicable copyright notice,  patent notice,  trademark,  or service
mark on any copies of the Application Software.

                           ARTICLE 3. PROPERTY RIGHTS

     3.01 TITLE TO SOFTWARE.  Title to the Application  Software is reserved for
Licensor. Licensee acknowledges and agrees that Licensor is and shall remain the
owner of the  Application  Software  and shall be the owner of all copies of the
Application Software made by Licensee.

     3.02   CONFIDENTIALITY   OF  SOFTWARE.   Licensee   acknowledges  that  the
Application  Software is  confidential  in nature and constitutes a trade secret
belonging  to  Licensor.  Licensee  agrees to hold the  Application  Software in
confidence for Licensor and not to sell, rent, license, distribute, transfer, or
disclose the Application  Software or its contents,  including  methods or ideas
used in the Application Software, to anyone except to employees of Licensee when
disclosure  to  employees  is  necessary  to use  the  license  granted  in this
Agreement.  Licensee shall instruct all employees to whom any such disclosure is
made that the  disclosure  is  confidential  and that the employee must keep the
Application  Software  confidential  by using the same care and discretion  that
they  use  with  other  data  designated  by  Licensee  as   confidential.   The
confidentiality  requirements of this Section shall be in effect both during the
term of this Agreement and after it is terminated, provided, that the foregoing



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restrictions  shall not apply to information:  (a) generally known to the public
or  obtainable  from public  sources;  (b) readily  apparent  from the  keyboard
operations,  visual display, or output reports of the Application Software;  (c)
previously in the possession of Licensee or  subsequently  developed or acquired
without  reliance on the Application  Software;  or (d) approved by Licensor for
release without restriction.

     3.03  SECURITY.  Licensee  agrees to keep the  Software in a secure  place,
under  access  and use  restrictions  designated  to prevent  disclosure  of the
Software to  unauthorized  persons.  Licensee  agrees to at least  implement the
security  precautions  that it  normally  uses to protect  its own  confidential
materials and trade secrets.

     3.04  DISCLOSURE  AS BREACH.  Licensee  agrees that any  disclosure  of the
Software to a third  party,  except as set forth above,  constitutes  a material
breach of this  Agreement,  entitling  Licensor to the  benefit of Section  5.01
hereof.

     3.05  REMOVAL OF  MARKINGS.  Licensee  agrees not to remove,  mutilate,  or
destroy any copyright, patent notice, trademark, service mark, other proprietary
markings, or confidential legends placed on or within the Software.

                         ARTICLE 4. WARRANTY PROVISIONS

     4.01 WARRANTIES.

          (a)  General.  Licensor  warrants  that (i) it has  good  title to the
     Application  Software and the right to license its use to Licensee  free of
     any proprietary rights, liens, or encumbrances of any other party, (ii) the
     Application  Software  will  permit  the System to  provide  Services  when
     properly interconnected to Licensee's functioning switches described in the
     Marketing  Agreement  (provided,  that any  modification of the Application
     Software by any persons other than Licensor shall void the Warranty in this
     clause (iii)  commencing on  installation  thereof,  and for a period of 90
     days  thereafter,  (iv)  the  Software  shall be free of  viruses,  bugs or
     contaminants  which may cause  damage to  Licensee's  systems or  interrupt
     Licensee's utilization of a System; and (v) the media in which the Software
     is contained shall be free of material defects in materials or workmanship.

          (b)  Year  2000.  Licensor  warrants  that  the  Application  Software
     delivered or modified by Licensor is, or will be, Year 2000  Compliant  (as
     defined  below).   Year  2000  Compliant   software  that  is  intended  to
     interoperate with third party products  (including Third Party Software) as
     described  herein will be compatible and  interoperate in such manner as to
     process  between  them,  as  applicable,  date  related  data  correctly as
     described in the definition of "Year 2000  Compliant."  Except as set forth
     in the preceding  sentence,  (i) Licensor  assumes no  responsibilities  or
     obligations to cause third party products to function with the  Application
     Software;  and (ii) Licensor will not be in breach of this warranty for any
     failure of the Application Software to be Year 2000 Compliant if such


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failure  results from the  inability of any  software,  hardware,  or systems of
Licensee or any third  party to be Year 2000  Compliant.  "Year 2000  Compliant"
means that (a) neither the  performance  nor  functionality  of the  Application
Software will be affected by dates prior to, during and after the year 2000, (b)
no value for current date will cause any  interruption  in the  operation of the
Application Software; (c) the year 2000 is recognized as a leap year; (d) in all
interfaces  and data  storage the  century,  in any date,  is  specified  either
explicitly or by unambiguous  algorithms or inferencing rules and (e) date-based
functionality of the Application  Software behaves and will behave  consistently
for dates prior to, during and after the year 2000.

     4.02  REMEDIES.  In  the  event  of  any  nonconformity  or  defect  in the
Application  Software  (or any other  breach with  respect to the  condition  or
operation  of the  Application  Software)  for which  Licensor  is  responsible,
Licensor shall, during the foregoing  respective  warranty periods,  (A) provide
reasonable efforts to correct or cure such nonconformity, defect, contaminant or
breach (which may include a workaround  for system  errors),  (13) at Licensor's
option,  replace the relevant part of the Application Software in lieu of curing
such nonconformity, defect, contaminant or breach, or (C) if Licensor determines
that neither of the foregoing is commercially practicable, remove the System and
terminate the Marketing Agreement and this License Agreement.

     4.03 WARRANTY  DISCLAIMER.  LICENSOR DOES NOT REPRESENT OR WARRANT THAT ALL
ERRORS WILL BE CORRECTED.  LICENSEE  AGREES THAT  LICENSEE'S  SOLE AND EXCLUSIVE
REMEDY  FOR THE  DEFECTS  DESCRIBED  IN THIS  SECTION  SHALL BE  LIMITED  TO THE
CORRECTIVE ACTION DESCRIBED IN THIS SECTION. THE EXPRESS WARRANTIES SET FORTH IN
THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

     4.04 LIMITATION OF REMEDIES.  LICENSEE AGREES THAT ITS EXCLUSIVE  REMEDIES,
AND LICENSOR'S  ENTIRE LIABILITY WITH RESPECT TO THE SOFTWARE IS AS SET FORTH IN
THIS  AGREEMENT.  LICENSEE  FURTHER  AGREES THAT LICENSOR SHALL NOT BE LIABLE TO
LICENSEE FOR ANY INDIRECT DAMAGES,  INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR
OTHER INCIDENTAL OR CONSEQUENTIAL  DAMAGES,  ARISING OUT OF ITS USE OR INABILITY
TO USE THE SOFTWARE OR THE BREACH OF ANY EXPRESS OR IMPLIED WARRANTY,  EXCEPT AS
SET FORTH IN SECTION 4.05.

     4.05 INDEMNIFICATION.

          (a)  Infringement.  Licensor agrees to indemnify and hold Licensee and
     its directors, officers, employees and agents, harmless against any and all
     claims, demands, actions, losses, liabilities, judgments, settlements,

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     awards  and  costs  (including  reasonable  attorneys'  fees and  expenses)
     (collectively,  "Liabilities")  arising  out of or  related  to  any  claim
     against  Licensee by a third party that Licensee's use or possession of the
     Application  Software (or the license  granted to Licensee  hereunder  with
     respect thereto), infringes or violates any United States patent, copyright
     or other proprietary right of any third party; provided that Licensee gives
     Licensor  prompt notice of any such claim of which it has actual  knowledge
     and cooperates  fully with Licensor in the defense of such claim.  Licensor
     shall have the exclusive  right to defend and settle at its sole discretion
     and expense all suits or proceedings arising out of the foregoing. Licensee
     shall not have the right to settle any action,  claim or threatened  action
     without the prior  written  consent of  Licensor  (at  Licensor's  sole and
     absolute discretion).  In case use of the Application Software is forbidden
     by a court of competent  jurisdictionbecause  of proprietary  infringement,
     Licensor shall promptly, at its option, (i) procure for Licensee the rights
     to continue  using the  Application  Software;  (ii) replace the infringing
     Application  Software  with  non-infringing  Application  Software of equal
     performance  and quality which are materially the functional  equivalent of
     the   infringing   Application   Software;   (iii)  modify  the  infringing
     Application  Software  so  it  becomes  non-  infringing  while  materially
     maintaining the functionality thereof; or (iv) if none of the foregoing are
     commercially  practicable,  remove the System and  terminate  the Marketing
     Agreement  and this License  Agreement  Licensor will then be released from
     any  further  obligation   whatsoever  to  Licensee  with  respect  to  the
     infringing part of the Application Software.  Nothing in this Section shall
     be deemed to make Licensor liable for any patent or copyright  infringement
     suits  that  arise in  connection  with (a)  designs,  modifications,  use,
     integration or data furnished by Licensee if  infringement  would have been
     avoided by not using or combining the Application  Software with such other
     programs or data or (b) if infringement  would have been avoided by the use
     of an updated version made available to Licensee.

          (b) Other.  Licensor  agrees to indemnify and hold  Licensee  harmless
     against any and all Liabilities arising out of Licensor's negligent acts or
     omissions, intentional torts, or material breach of this Agreement.

                             ARTICLE 5. TERMINATION

     5.01 CAUSE FOR  TERMINATION.  The license  granted in this Agreement  shall
terminate  automatically  and  without  further  notice upon the  occurrence  of
expiration of the term,  specified in Section 1.02 or of any renewal term in the
absence of a subsequent  renewal in accordance with the terms of this Agreement.
Licensor may terminate this  Agreement in the event that (a) Licensee  discloses
the  Software  to a third  party,  whether  directly or  indirectly  and whether
inadvertently or purposefully,  or (b) Licensee attempts to use, copy,  license,
or convey the Software in any manner  contrary to the terms of this Agreement or
in derogation of Licensor's  proprietary rights in the Application  Software. In
addition,  either party may terminate this  Agreement (and all licenses  granted
hereunder) at any time if (a) the other party breaches any term hereof (other


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than breaches by Licensee  pursuant to the preceding  sentence) or the Marketing
Agreement  and fails to cure such breach within 30 days after receipt of written
notice, (b) the other party shall be or becomes  insolvent,  (c) the other party
makes an assignment  for the benefit of creditors,  (d) there are  instituted by
the other party proceedings in bankruptcy or under any insolvency or similar law
or for  reorganization,  receivership or  dissolution,  (e) there are instituted
against the other party  proceedings  in bankruptcy  or under any  insolvency or
similar  law  or  for   reorganization,   receivership  or  dissolution,   which
proceedings  are not dismissed  within 60 days, or (f) the other party ceases to
do business.

     5.02  EFFECT OF  TERMINATION.  Licensee  agrees that on  termination  under
Section 5.01, Licensor may recover all copies of Application  Software that have
been  delivered to or made by Licensee,  and (on  Licensor's  request)  Licensee
shall destroy all copies of the  Application  Software that are not recovered by
Licensor,  certify to Licensor that it has retained no copies of the Application
Software,  and acknowledge  that it may no longer use the Application  Software.
Upon  termination of the license,  Licensor's  obligations  under this Agreement
shall cease.

                            ARTICLE 6. MISCELLANEOUS

     6.01 GOVERNING  LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCEPT THAT ANY CONFLICTS OF LAW
RULES OR PRINCIPLES  OF THE STATE OF TEXAS THAT WOULD  REQUIRE  REFERENCE TO THE
LAWS OF ANOTHER JURISDICTION SHALL BE DISREGARDED.

     6.02 HEADINGS.  Headings used in this Agreement are to facilitate reference
only,  are not a part of this  Agreement,  and  will not in any way  affect  the
interpretation  hereof.  The use herein of the word  "including," when following
any general  statement,  term or matter,  shall not be  construed  to limit such
statement, term or matter to the specific items or matters set forth immediately
following such word or to similar items or matters, whether or not non- limiting
language  (such as "without  limitation,"  or "but not limited  to," or words of
similar import) is used with references  thereto,  but rather shall be deemed to
refer to all other  items and  matters,  that  reasonably  could fall within the
broadest possible scope of such general statement, term or matter.

     6.03 ASSIGNMENT.  This Agreement, and all rights and obligations hereunder,
are personal as to the parties  hereto and may not be  assigned,  in whole or in
part, by any of the parties to any other person, firm or corporation without the
prior written consent thereto by the other party hereto,  which consent will not
be unreasonably withheld;  except that either party may freely assign any or all
of its rights and obligations hereunder to any affiliate. An affiliate is (a) an
entity that owns all or substantially all of the outstanding stock of the entity
so assigning,  (b) an entity all or substantially all of whose stock is owned by
the entity so assigning, or (c) an entity under common ownership with the entity
so assigning. Such assignee entity shall thereupon be free to assign the rights


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and  obligations  under this  Agreement to any other  affiliate.  Any assignment
contrary to the terms hereof shall be null and void and of no force or effect.

     6.04 FAILURE OR PARTIAL  EXERCISES.  No failure on the part of any party to
exercise,  and no delay in  exercising,  any  right or  remedy  hereunder  shall
operate as a waiver  thereof.  Nor shall any single or partial  exercise  of any
right or remedy  hereunder  exclude any other or further exercise thereof or the
exercise of any other right hereunder.

     6.05 ENTIRE  AGREEMENT,  AMENDMENTS.  This  Agreement and all schedules and
exhibits  annexed  hereto  constitute  the entire  agreement  among the  parties
respecting the subject matter hereof and supersedes all prior  agreements  among
the parties  relative to the subject matter hereof.  In entering this Agreement,
Licensee did not rely on any  representations  or  warranties of Licensor or its
employees or agents other than those set forth in this Agreement. This Agreement
may not be  modified  or amended  except by a writing  that states that it is an
amendment   to  this   Agreement   and  which  is  signed  by  duly   authorized
representative of the parties.

     6.06 NOTICES. All notices required or permitted to be given hereunder shall
be in writing and shall be valid and sufficient if dispatched either (i) by hand
delivery, (ii) by facsimile transceiver,  with confirming letter mailed promptly
thereafter by first class mail,  postage prepaid,  (iii) by reputable  overnight
express  courier or (iv) by certified  mail,  postage  prepaid,  return  receipt
requested,  deposited  in any post  office in the  United  States,  in any case,
addressed to the addresses set forth on the signature page of this Agreement, or
such  other  addresses  as may be  provided  from time to time in the manner set
forth  above.  When sent by  facsimile  as  aforesaid,  notices  given as herein
provided  shall  be  considered  to  have  been  received  at the  beginning  of
recipient's next business day following their confirmed transmission; otherwise,
notices  shall be  considered  to have  been  received  only  upon  delivery  or
attempted delivery during normal business hours.

     6.07 PARTIAL  INVALIDITY.  If any clause or provision of this  Agreement is
held to be  illegal,  invalid,  or  unenforceable  under  present or future laws
effective  during the term of this Agreement,  then and in that event, it is the
intention of the parties hereto that the remainder of this  Agreement  shall not
be  affected  thereby,  and it is also  the  intention  of the  parties  to this
Agreement  that in lieu of each clause or  provision of this  Agreement  that is
held to be illegal, invalid, or unenforceable,  there be added as a part of this
Agreement a clause or provision as similar in terms to such illegal, invalid, or
unenforceable  clause or provision as may be possible and still be legal, valid,
and enforceable.

     6.08 ATTORNEYS FEES. The prevailing party in any litigation, arbitration or
other proceedings arising out of this Agreement shall be reimbursed by the other
party  for all  costs  and  expenses  incurred  in such  proceedings,  including
reasonable attorneys' fees.


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     6.09 FORCE MAJEURE. No party hereto shall be liable for delay or default in
performing hereunder, other than a delay or default in payment of any monies due
to the other  party,  if such  performance  is delayed or  prevented  by a Force
Majeure Condition. "Force Majeure Condition" means any condition or event beyond
the reasonable control of the party affected thereby, including fire, explosion,
or other casualty, act of God, war or civil disturbance, acts of public enemies,
embargo,  the  performance or  non-performance  of third parties,  acts of city,
state,  local  or  federal  governments  in  their  sovereign,   regulatory,  or
contractual  capacity,   labor  difficulties,   and  strikes,  but  specifically
excluding  a party's  failure  to be Year  2000  Compliant.  If a Force  Majeure
Condition  occurs,  the party  delayed  or unable to perform  shall give  prompt
notice of such  occurrence to the other party.  The party  affected by the other
party's  inability  to perform  may,  after  sixty  (60)  days,  elect to either
terminate  this Agreement or continue  performance  with the option of extending
the terms of the Agreement up to the length of time the Force Majeure  Condition
endures.  The party  experiencing  the Force Majeure  Condition  must inform the
other party in writing when such a condition ceases to exist.  Each party shall,
with the cooperation of the other,  exercise all reasonable  efforts to mitigate
the extent of a delay or failure resulting from a Force Majeure Condition.

     6.10 INDEPENDENT CONTRACTOR. The relationship of the parties established by
this Agreement is that of independent contractors, and nothing contained in this
Agreement  will be  construed  (a) to give either  party the power to direct and
control the day-to-day activities of the other, (b) to constitute the parties as
partners,  joint  venturers,  owners or otherwise as  participants in a joint or
common  undertaking,  or (c) to allow  either  party to  create  or  assume  any
obligation on behalf of the other for any purpose whatsoever.

 PREFERRED VOICE, INC.                  Southwest Texas Telephone Company
                                        on behalf of itself and its wholly owned
                                        subsidiaries and affiliates

By: /s/ Richard K. Stone                By: /s/ Gary C. Gilmer
    ---------------------                   ---------------------
Name: Richard K. Stone                  Name: Gary C. Gilmer
Title:   Vice President                 Title: President

6500 Greenville Avenue                  Address: P.O. Box 128
Suite 750                               Rocksprings, TX 78880
Dallas, Texas 75206
Fax No.:  214-265-9663                  FAX No.: 830-683-4190
Phone:    214-265-9580                  Phone: 830-683-2111




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