EXHIBIT 10.3

                          COLLOCATION LICENSE AGREEMENT

         This Collocation  License Agreement (the "Agreement") is made as of the
3rd day of February,  1998 (the "Effective Date"), by and between NEXTLINK Texas
Inc.  with an office at 1300  Mockingbird  Lane,  Suite  200,  Dallas,  TX 75247
("NEXTLINK"),  and  (Preferred  Voice Inc.) a  (Delaware)  corporation,  with an
office at (6500 Greenville Avenue, Ste 570, Dallas,  Texas 75206)  ("Licensee").
In consideration of the mutual covenants and promises described herein, NEXTLINK
and Licensee agree as follows:

         WHEREAS,  NEXTLINK  currently  owns or  leases  certain  premises  (the
"Premises"  described in the Collocation  Schedule(s) and amendments thereto, if
any, identified herewith and made a part hereof; and

         WHEREAS, Licensee desires access to a portion of the Premises to locate
therein certain telecommunications  interconnection equipment (as defined below)
and cabling (the "Equipment") for the purpose of  interconnecting  the Equipment
with NEXTLINK's telecommunications network (the "NEXTLINK Network"); and

         WHEREAS,  NEXTLINK  is willing to grant  Licensee a license to occupy a
portion of the Premises upon the terms and conditions hereinafter set forth.

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein,  Licensee  and NEXTLINK  (collectively  the  "Parties")  hereby agree as
follows:

1.   LICENSE TO OCCUPY AND PERMISSIBLE USE.

     A.   Subject  to the  terms  provided  below,  NEXTLINK  hereby  grants  to
          Licensee a license (the "License") to Install, operate,  maintain, and
          repair a telecommunications  system,  associated equipment,  lines and
          cables connected thereto (collectively,  the "Equipment') in a portion
          of the Premises  depicted in the Collocation  Schedule attached hereto
          (the "Equipment Space"). As defined herein, the term "Equipment" shall
          mean  only  transmission   equipment,   such  as  optical  terminating
          equipment and multiplexes,  and equipment being collocated by Licensee
          to provide ATM, frame relay and other non-voice services to or for the
          benefit of its customers.  The term "Equipment" shall specifically not
          include  switching  equipment  or  equipment  used  to  provide  voice
          services.  Licensee  shall  co-locate  the Equipment  with  NEXTLINK's
          telecommunications    facilities   and   associated   equipment   (the
          "Facilities") at the Premises.

     B.   Each  Collocation  Schedule shall have attached  thereto the following
          Exhibits:  The  Floor  Plan for the  Equipment  Space,  identified  as
          Exhibit A, General Terms and  Conditions,  identified as Exhibit B and
          Dispatch  Labor  Charges,  identified  as Exhibit C. Each  Collocation
          Schedule  shall only be effective  upon its being dated and subscribed
          to by the parties for  identification  purposes and together  with the
          terms hereof shall constitute the entire agreement between the parties
          with respect to the Equipment Space (collectively the "Agreement");


                                        1

<PAGE>




         C.       Licensee  may use the  Equipment  Space only for  purposes  of
                  installing,  maintaining and operating  Equipment necessary to
                  support interconnection to the NEXTLINK Network.

         D.       If Licensee should  interconnect  the Equipment with equipment
                  or services of any other  entity other than  NEXTLINK  without
                  obtaining the written  consent of NEXTLINK,  Licensee shall be
                  in breach of this  Agreement and NEXTLINK may pursue any legal
                  or  equitable  remedy,   including  but  not  limited  to  the
                  immediate  termination of the License pursuant to Paragraph 16
                  of Exhibit B hereto.

3. LICENSE FEE. Licensee shall pay NEXTLINK, at the office of the NEXTLINK or at
such other place as NEXTLINK may designate  from time to time, a license  fee(s)
set forth in the Collocation  Schedule for Licensee's use of the Equipment Space
under the terms and  conditions set forth herein (the "License  Fee").  Licensee
shall pay the License Fee in equal monthly  installments in advance on the first
day of each month. Licensee shall pay NEXTLINK interest at the rate of 11/2% per
month on all sums not paid when due  hereunder or the highest  monthly  interest
rate legally permissible, whichever is less.

4. TERM. The term of the License to occupy each  Equipment  Space shall begin on
the  Requested  Service  Date,"  set  forth in  paragraph  3 of each  Individual
Collocation Schedule or, If applicable,  on the date that NEXTLINK completes the
build-out of the Equipment  Space,  whichever is later.  The minimum term of the
Licensee's  license to occupy the Equipment  Space shall be the period set forth
in each Collocation Schedule (the "Term"). In the event that NEXTLINK is delayed
in tendering  possession of the  Equipment  Space to the Licensee for any reason
other than the acts or omissions of Licensee, Licensee shall not be obligated to
pay the Occupancy Fee or Service Fee set forth in the Collocation Schedule until
such time as NEXTLINK  tenders  possession of the  Equipment  Space to Licensee.
Except as provided  herein,  NEXTLINK shall not be liable to Licensee in any way
as a result of such delay or failure to tender possession.

5. RENEWAL.  Licensee shall have an option to renew the Term for an additional 7
year  period,  subject to  agreement  by the  parties on the License Fee for the
renewal  period,  which License Fee will be the higher of the License Fee at the
and of the  initial 2 years or the  then-current  market  rate for the  License.
Licensee's  option  to renew  the  License  for each  Equipment  Space  shall be
contingent  on the election by NEXTLINK to continue to own or lease the Promises
in which  the  Equipment  Space  is  located  for the  duration  of the  Renewal
Period(s), such election to be exercised at the sole discretion of NEXTLINK

5. ACKNOWLEDGMENT OF UNDERSTANDING.  The Parties acknowledge that they have read
the Agreement,  understand it and agree to be bound by Its terms and conditions.
Further,  the Parties  agree that the  Agreement is the  complete and  exclusive
statement of the agreement between the parties relating to the subject matter of
the  Agreement,  and  supersedes  all  proposals,  letters  of  intent  or prior
agreements,  oral or written,  and all other  communications and representations
between the parties relating to such subject matter.



                                        2

<PAGE>



NEXTLINK Texas, Inc.                               Preferred Voice, Inc.

By: /s/ D. Blake Lee                                By:   /s/ Mary Merritt
    --------------------------------                      ----------------------
Printed Name:   D. Blake Lee                        Printed Name:   Mary Merritt
               ---------------------                             ---------------
Title:    Account Representative                    Title:    VP Finance
          --------------------------                        --------------------
Date:     2/5/98                                    Date:
          --------------------------                        --------------------


                                        3

<PAGE>



                           COLLOCATION SCHEDULE NO. 1



THIS COLLOCATION SCHEDULE IS MADE ON THIS 3RD DAY OF FEBRUARY,  1999 AND SUBJECT
TO ALL  DEFINITIONS,  TERMS AND CONDITIONS OF THAT CERTAIN  COLLOCATION  LICENSE
AGREEMENT, DATED ________, 1999 (THE "AGREEMENT") BY AND BETWEEN NEXTLINK Texas,
Inc., with an office at 1300 Mockingbird  Lane,  Suite 200, Dallas,  Texas 75247
("NEXTLINK"),  and Preferred Voice, Inc., a Delaware corporation, with an office
at 6500 Greenville, Suite 570, Dallas, Texas 75206.

1)       ADDRESS OF TERMINAL FACILITY               2.       SPACE ALLOCATION

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

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

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

3.       MINIMUM TERM: 2 YEARS                       4.       RENEWAL PERIOD
         Requested service date: _______             (To be completed at time of
                                                     Renewal)

5.       MONTHLY RECURRING SERVICE FEES

OCCUPANCY FEES        $1,000.00                      $50.00/mo. per foot -
                                                     $1,000.00/mo. per cabinet
CROSS-CONNECT FEES1   $___________                   $100.00/DS-1 x _____
                                                       $500.00 DS-3x
POWER CHARGE          $___________

AC (120 VOLT)2        $___________                   $60.00/mo. per 120 Volt/20
                                                        amp "unprotected"
DC                    $ 200.00                       $10.00/mo. per - 48 volt DC
                                                        amp "protected"

6.       NON-RECURRING FEES

Build-Out Fees         $ 2,000.00                    $25.00 x ____ per foot or
                                                        $2,000 per cabinet
Cross-Connect Install  $_________                    $100.00 x___ (each DS-1 and
                                                        DS-3 installed)
Escort Services        $_________                    SEE EXHIBIT C
Misc. Labor Charges    $_________                    SEE EXHIBIT C


7.       PRIVATE LINE ACCESS FEES                    ORDERS WILL BE PLACED ON
                                                     SEPARATE AGREEMENT

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

         (1)A  "cross-connect" is an electrical connection made between two DS-1
circuits  on a  DSX-1  cross-connect  panel  or two  DS-3  circuits  on a  DSC-3
cross-connect    panel   which    interconnects   the   Equipment   with   other
telecommunications services. NEXTLINK shall provide appropriate cable facilities
(i.e.,  patch cords and cables  required  to connect  DSX-N  jacks)  between the
Equipment and NEXTLINK common  cross-connect  panel located at the period beyond
the expiration of the Term of the Agreement.

       (2)AC Power charges will be applied based on Customer connected Equipment
load based on an initial survey and adjusted annually based on surveys performed
on or about the anniversary of the original survey.



<PAGE>



         DS-1 Service       $                         One Channel Term, Plus
                                      ----------------Fixed, Plus Mileage

         DS-3 Service       $                         One Channel Term, Plus
                                      ----------------Fixed, Plus Mileage

         Muxing Fees        $                         Marketing/Tariffed Rate
                                      ----------------

         Private Line NRC   $                         One Channel Termination
                                      ----------------Charge

EXHIBIT A TO THIS SCHEDULE  DEPICTS THE WORK  LICENSEE  SHALL PERFORM TO PREPARE
THE EQUIPMENT SPACE FOR LICENSEE OCCUPANCY AND USE.

LICENSEE:                                     NEXTLINK:

By:                                           By:
     ----------------------------                 ------------------------------
Printed Name:                                 Printed Name:
          -----------------------                      -------------------------
Date:                                         Date:
     ----------------------------                 ------------------------------

[CAPITALIZED TERMS USED HEREIN BUT NOT DEFINED SHALL HAVE THE MEANINGS AS SET
FORTH IN THE AGREEMENT.]

EXHIBIT A to Collocation Schedule No.




<PAGE>



EXHIBIT A
TO COLLOCATION SCHEDULE NO. 1

THE FLOOR PLAN



<PAGE>



                                    EXHIBIT B

TO COLLOCATION SCHEDULE NO. 1

                          STANDARD TERMS AND CONDITIONS

1. RESERVATION OF RIGHTS.  NEXTLINK reserves the right to grant, renew or extend
similar  licenses  to  others  for  locating  equipment  and  facilities  in the
Premises.  Further,  nothing  contained herein shall be construed as granting to
Licensee any property or ownership rights in the Premises.

2.  INTERCONNECTION.  NEXTLINK  shall allow Licensee to connect the Equipment to
the Facilities in accordance with industry accepted practices and procedures.

3. USE.  Licensee  shall use the  Equipment  Space and the  Equipment  installed
within the Premises solely to provide ATM, frame relay and other non-voice (THIS
PROVISION MAY OR MAY NOT PERTAIN TO YOUR CUSTOMER)telecommunications services to
or for the benefit of its  customers.  Licensee  shall not prohibit or interfere
with the use of the  Promises  or any  portion  thereof,  by  NEXTLINK  or other
tenants, licensees or occupants of the Premises.  Licensee shall not sublicense,
lease, rent, share, resell or allow the use of the Equipment or Equipment Space,
In whole or In part,  by any third  party,  including  but not  limited to other
providers of computer or telecommunications  services,  without NEXTLINK's prior
written consent.

4. ACCESS.  Subject to the terms and  limitations  described  herein,  including
NEXTLINK's  reasonable  security  measures.   NEXTLINK  shall  provide  Licensee
reasonable  access to the Premises,  including the Equipment  Space,  24 hours a
day,  7 days a week,  every  day of each  year,  so that  Licensee  may  perform
installation, operation, maintenance, replacement and repair functions. Ali such
access and other  activities shall be subject to Licensee's  providing  NEXTLINK
with reasonable advance notice, and shall be at Licensee's expense.  During such
access,  Licensee  must be  accompanied  at all times by  NEXTLINK's  designated
representative.  Licensee  shall provide full and free access to NEXTLINK to the
Equipment at all times.

5.       UTILITIES AND INTERRUPTIONS.

         A. During the Term, NEXTLINK shall furnish to Licensee electrical power
necessary to meet the reasonable  requirements of Licensee,  at the Promises. If
the power provided by NEXTLINK causes  interference with the proper operation of
Licensee's  Equipment,  Licensee will be responsible for providing at Licensee's
sole expense any filtering or regulation  devices within the Equipment Space, to
correct the interference.

         B.  Licensee  shall pay all costs  associated  with  installation  of a
separate  electrical  panel and meter for the Equipment in the Equipment  Space.
Licensee  shall pay, and otherwise be  responsible  for and  indemnify  NEXTLINK
against  all  electrical,  HVAC and other  utility  costs  attributable  to such
Equipment and all of Licensee's  activities in the Promises.  Licensee shall pay
for  electrical,  HVAC  and  other  utility  costs  directly  to the  applicable
utilities and vendors, or Licenses's pro rata share of such costs to NEXTLINK if
NEXTLINK is billed therefor by the utilities.




<PAGE>



         C.  NEXTLINK  shall use all  reasonable  efforts to notify  Licensee in
advance of any  planned  utility  or other  interruptions  or outages  which may
interfere with Licensee's use. Further, the parties shall use their best efforts
to avoid any unnecessary  interruptions  and, where required,  to work with each
other to plan and coordinate  necessary service and utility  interruptions so as
to minimize  disruptions  to  Licensee's  Equipment and  NEXTLINK's  Facilities.
However,  NEXTLINK shall not be liable, including without limitation to Licensee
or any of its customers, for any damages, liabilities or expenses resulting from
or caused by such interruptions or outages.

6.       INSTALLATION.

         A. Prior to the  commencement  of any work at or around  the  Premises,
Licensee shall, at its cost and expense, prepare and deliver to NEXTLINK working
drawings,  plans and  specifications  (the  "Plans"),  detailing  the  technical
characteristics,  location and size of the Equipment and/or the Equipment Space,
specifically   describing  the  proposed  installation  and  related  work,  and
detailing the schedule for all installation  activities  related hereto. No work
shall commence until NEXTLINK, in its sole discretion, has approved the Plans in
writing.  The  Equipment  shall be  designed  and  constructed  so as to prevent
electromagnetic and radio frequency signal leakage.

         B. Licensee shall:

                  I.  perform Such installation  and  related  work  in  a  safe
manner  consistent with the Equipment  manufacturers'  specifications  and other
requirements provided by NEXTLINK:

                  II.  perform such  construction and  work so  as  to  minimize
interference  with the operation of the Premises and the  occupants'  activities
and businesses;

                  III.  perform heavy  construction or installation  activities,
which would  reasonably be  considered as disruptive or noisy,  before 8:00 a.m.
and after 5:00 p.m

                  IV.   obtain necessary  federal, state  and municipal permits,
licenses  and  approvals,  prior to the  commencement  of any  installation  and
related work;

                  V.    conduct its  installation activities  with manufacturer-
certified technicians;

                  VI.   be responsible  for safety  conditions in  the areas  of
work performance at all
times;

                  VII.  keep the installation  areas safe  and  orderly  at  all
times; and

                  VIII.  upon  completion  of  installation,  leave the Premises
clean and free from all of its  materials,  tools,  and  equipment  not required
after   Installation   and  from  all  rubbish  and  debris  which  result  from
installation.

         C.  NEXTLINK  shall  have  the  right  to  order  Licensee  to stop its
installation  activities,  without liability to NEXTLINK, it such activities are
interfering with the operation of the Promises or the occupants'  activities and
quiet enjoyment thereof..



<PAGE>



7. LICENSEE'S COVENANTS AND WARRANTIES. LICENSEE HEREBY COVENANTS AND WARRANTS:

     A. To keep the Equipment Space and the Equipment in good order,  repair and
condition  throughout the Term and to promptly and completely  repair all damage
to the Premises caused by Licensee;

     B. To comply with federal,  state and  municipal  laws,  orders,  rules and
regulations applicable to its activities and the Equipment; and

     C. Not to disrupt,  adversely  affect or interfere with other  providers of
services in the Promises or with any  occupant's use and enjoyment of its leased
premises or the common areas of the Premises.

8.   EQUIPMENT OWNERSHIP AND MAINTENANCE.

     A. The  Equipment  shall  belong to  Licensee  and shall be  located in the
Premises  at the sole risk of  Licensee,  and  NEXTLINK  shall not be liable for
damage thereto or theft,  misappropriation or loss thereof,  except in the event
of NEXTLINK's gross negligence or willful misconduct.  All Equipment supplied by
Licensee shall be labeled by the Licensee as such.

     B. Licensee  shall at its sole expense  maintain and repair its  Equipment,
including  without  limitation  to avoid hazard or damage to the  Facilities  or
injury to NEXTLINK  employees,  agents and  suppliers or to the public.  In case
where additional protedon facilities are required, the same shall be provided by
Licensee, at Licensee's sole expense.  NEXTLINK shall have no responsibility for
the maintenance and repair of the Equipment, except that NEXTLINK shall agree to
maintain  the  Equipment  in  accordance   with  the  Equipment   manufacturers'
specifications, subject to Licensee's payment to NEXTLINK of fees which would be
agreed  upon by the parties in advance of NEXTLINK  providing  such  Maintenance
services and subject to  Licensee's  providing  training or  arranging  with the
Equipment  manufacturers  to provide  NEXTLINK with training on maintaining  the
Equipment.  Licensee  shall  pay the  costs for any such  training  received  by
NEXTLINK.

     C. At the expiration or termination of this Agreement, Licensee will remove
the Facilities and Licensee's  personal property from the Premises In a neat and
orderly manner, and repair all damage caused by such removal, at Licensee's sole
cost  and  expense.  Any  property  not so  removed  within  60 days  after  the
expiration  or  termination  of this  Agreement  shall be deemed the property of
NEXTLINK and Licensee  shall be liable for all costs  incurred by NEXTLINK  from
removing  the  Equipment  which  Licensee  failed or  refused to remove and from
repairing the Premises as a result thereof.

9.  CONDITION OF EQUIPMENT  SPACE AND  PROMISES.  NEXTLINK  makes no warranty or
representation  regarding the Premises,  including  without  limitation that the
Equipment  Space, the Facilities or the Promises are suitable for the License or
its Intended use thereof.  Licensee has inspected  the  Equipment  Space and the
Promises.  accepts  the  same  was is" and  agrees  that  NEXTLINK  is  under no
obligation to perform any work or provide any materials to prepare the Equipment
Space or the Premises for Licensee.




<PAGE>



10.      LIMITATIONS ON USE AND RELOCATION.

         A.  NEXTLINK  may limit the use of the  Equipment  Space or any portion
thereof by Licensee  hereunder when necessary  because of conditions  beyond its
control as set forth in 17.a and 17.n. In addition,  NEXTLINK reserves the right
at all time during the Term to suspend any and all services and/or Facilities to
be provided hereunder, including, without limitation to furnishing of electrical
power,   and  remove,   change  or   otherwise   terminate   the   operation  of
Licensee-supplied  Equipment installed in the Equipment Space without notice, it
NEXTLINK deems, in its sole discretion,  that such actions  necessary to protect
the public or NEXTLINK  personnel,  agents, and NEXTLINK  Facilities or services
from  damages or injury of any kind.  NEXTLINK may also effect such action after
notice to Licensee in  accordance  with  Section 16.a  hereof.  Where  possible,
NEXTLINK will notify  Licensee  promptly of such action and work in  cooperation
with  Licensee  to effect  such  remedies  so as to permit the  Equipment  to be
returned to operation in an acceptable manner.

         B. NEXTLINK  shall have the right to relocate or require the relocation
of the Equipment if such  relocation  was necessary or desirable,  in NEXTLINK's
reasonable judgment, including without limitation due to damage to the Premises.
In such event, NEXTLINK shall provide Licensee with reasonable advance notice of
the need to relocate  such  Equipment,  and the parties shall meet to agree upon
the activities  required for such relocation.  Licensee shall be responsible for
all costs  resulting  from such  relocation  of the  Equipment.  It Licensee and
NEXTLINK  are unable to agree upon the terms of such  relocation,  Licensee  can
terminate  the  Agreement,  subject to  Licensee's  performing  its  obligations
resulting from termination.

11.  INDEMNIFICATION.  Licensee shall defend,  indemnify.  and hold NEXTLINK its
principals, officers, directors, agents, and employees harmless from and against
any loss,  cost,  damage,  liability,  claims and  expenses of any kind  arising
directly or indirectly from the installation,  operation, maintenance and repair
of the  Equipment or from  Licensee's or any of  Licensee's  subcontractors'  or
agents' acts or omissions including,  but not limited to, reasonable  attorneys'
fees and court costs, except to the extent such loss, damage, cost or expense is
due to the gross  negligence or willful  misconduct of NEXTLINK or its employees
or agents.  The provisions of this Section 11 shall survive  termination of this
Agreement.

12.      INSURANCE.

         A. Licensee shall maintain such insurance,  including through a blanket
policy, as will fully protect both Licensee and NEXTLINK from any and all claims
by  employees  of Licensee  under the  Workers'  Compensation  Act or  employees
liability laws, including any employers' disability insurance laws, and from any
and all  other  claims of  whatever  kind or  nature  for any and all  damage to
property or for personal injury, including death to anyone whomsoever,  that may
arise  from  Licensee's  acts  or  omissions,   including   without   limitation
installation,  operations,  maintenance  or repair  services,  in or around  the
Premises by Licensee or by anyone directly or indirectly  engaged or employed by
Licensee.  Licensee  shall provide  NEXTLINK with  certificates  evidencing  the
required coverage before NEXTLINK begins any installation work or services in or
around the Premises and indicating that NEXTLINK shall be notified not less than
sixty (60) days prior to any cancellation or material



<PAGE>



change in any coverage. Such insurance shall also name NEXTLINK as an additional
insured party under the coverage.

         B. Licensee's  General  Liability  Insurance shall be a combined single
limit of $2,000,000.

         C. Insurance  described in  subsections  (a) and (b) of this Section 12
shall be maintained by Licensee  throughout  the term of this  Agreement and any
period  during  which  any  claims  arising  from this  Agreement  are or may be
outstanding.  Upon Licensee's default in obtaining or delivering any such policy
or certificate of insurance or Licensee's  failure to pay the premiums therefor,
NEXTLINK may (but shall not be  obligated  to) secure or pay the premium for any
such  policy and charge  Licensee  the cost of such  premium,  or  NEXTLINK  may
terminate this Agreement without liability to Licensee.

13. LIENS.  Licensee shall be responsible for the satisfaction or payment of any
liens for any provider of work, labor, material or services claiming by, through
or under  Licensee.  Licensee  shall also  indemnify,  hold  harmless and defend
NEXTLINK  against any such liens,  including  reasonable  attorneys'  fees. Such
liens  shall be  discharged  by NEXTLINK  within 30 days after  notice of filing
thereof by bonding, payment or otherwise, provided that Licensee may contest any
such liens in good faith and by appropriate proceedings.

14.  SUBCONTRACTORS.  Licensee  may  subcontract  any portion of work within the
Promises  contemplated by this Agreement to any entity competent to perform such
work.  Licensee must obtain  NEXTLINK's  written  approval before  utilizing any
subcontractor to perform any activities under this Agreement.  In no event shall
such subcontract relieve Licensee of any of its obligations or liabilities under
this Agreement for its subcontractors.

15.  CONFIDENTIALITY.  The Parties agrees that all documentation and information
provided by the other shall be used solely in connection with the  installation,
operation, maintenance, and repair of the Equipment, that all such documentation
and information shall be deemed proprietary to the disclosing party and shall be
received and maintained in confidence.  The receiving  party agrees to take such
precautions as may be necessary to protect the  information  from  disclosure to
others or from use by itself or others for any  purpose  inconsistent  with this
Agreement without the prior consent of the disclosing party.

16.      TERMINATION.

         A. Termination for Breach.  Either party may terminate the Agreement if
the other party materially breaches any warranty. representation,  agreement, or
obligation contained or referred to in the Agreement, provided the non-breaching
party has given the  breaching  party notice of such breach and there has been a
failure to cure such breach within a 30 calendar day cure period, unless another
cure period is noted below, after receipt of such notice.

         B. Events of Material Breach.  Events of material breach of a warranty,
agreement, representation, or obligation include, but are not limited to:




<PAGE>



                  I.  Interference  caused to Facilities  or other  equipment or
facilities  at  the  Premises  by  the  installation,   operation,  maintenance,
replacement  or repair of the  Equipment,  which  breach must be cured within 24
hours;

                  II. Failure by Licensee to pay the License Fee and interest as
and when due, which breach must be cured within a ten calendar day period;

                  III. Breach  by  either  party  of  any  material  nonmonetary
provision of the Agreement;

                  IV. If Licensee  abandons or deserts the Equipment  during the
Term hereof or Licensee Effective Date.

                  V. Licensee's failure to complete all installation  activities
within three months of the Effective Date.

17.      GENERAL.

         A. DAMAGES LIMITATION AND DISCLAIMER. IN NO EVENT SHALL EITHER PARTY BE
LIABLE TO THE OTHER PARTY OR TO THE OTHER PARTY'S  CUSTOMERS FOR ANY INCIDENTAL,
INDIRECT,   SPECIAL,   CONSEQUENTIAL  OR  PUNITIVE  DAMAGES,  INCLUDING  WITHOUT
LIMITATION ANY LOST PROFITS, LOST GOODWILL,  OR LOST BUSINESS,  ARISING UNDER OR
AS A RESULT  OF THIS  AGREEMENT,  EVEN IF SUCH  PARTY  HAS BEEN  ADVISED  OF THE
POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, IN NO EVENT WILL NEXTLINK BE LIABLE TO
LICENSEE FOR ANY DAMAGES,  DIRECT OR INDIRECT,  TO  LICENSEE-SUPPLIED  EQUIPMENT
ARISING  OUT OF  LICENSEE'S  USE  OF  THE  PREMISES  OR  THE  SERVICES  PROVIDED
HEREUNDER,  UNLESS  SUCH  DAMAGES  ARE THE DIRECT  RESULT OF  NEXTLINK  IS GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.

         B.  ASSIGNMENT.  Licensee  shall  not  assign,  transfer  or  otherwise
encumber any Interest It has hereunder or may have in the Equipment Space,  this
Agreement or delegate its duties hereunder without the prior, written consent of
NEXTLINK,  which consent will not be  unreasonably  withhold or unduly  delayed;
except  that upon  notice  to the  NEXTLINK,  Licensee  may,  without  obtaining
NEXTLINK's prior consent,  make such assignment to: (a) an entity which Licensee
controls,  is  controlled  by or is under common  control with; or (b) an entity
which  succeeds to all or  substantially  all of  Licensee's  assets  whether by
merger,  sale or  otherwise,  provided  that the  assignee  assumes  in full the
obligations of Licensee under this Agreement.  This Agreement shall inure to the
benefit of and be binding on all  successors  and  assigns.  Any  assignment  in
contravention of these provisions shall be null and void.

         C. NOTICE.  Every notice  required or permitted  hereunder  shall be in
writing and shall be delivered to the party's  address set forth in the preamble
of the Agreement.  Either Party May change its address for the purpose of notice
hereunder by providing the other party with notice of the now address.




<PAGE>



         D.  GOVERNING  LAW. This  Agreement  shall be governed by and construed
under the laws of the State of  Washington.  Venue for any  action  between  the
parties shall be in Seattle. Washington. and Licensee agrees to accept exclusive
personal jurisdiction of such courts.

         E. SEVERABILITY. If any term or condition of the Agreement shall to any
extent be held invalid or  unenforceable  by a court of competent  jurisdiction,
the remainder of the Agreement shall not be affected thereby,  and each term and
condition shall be valid and enforceable to the fullest extent permitted by law.

         F.  NONWAIVER.  Any  failure or delay by either  party to  exercise  or
partially  exercise any right,  power or privilege under the Agreement shall not
be deemed a waiver of any such right, power, or privilege under the Agreement.

         G.  MODIFICATIONS. No modifications or  amendments to the Agreement and
no waiver of any  provisions  hereof shall be valid unless in writing and signed
by duly authorized representatives of the parties.

         H. BINDING  EFFECT.  The Agreement  binds the named parties and each of
their employees,  agents,  independent contractors,  representatives and persons
associated with it.

         I.  AUTHORIZATION.  Both parties have full power and authority to enter
into and perform this Agreement.  The representatives  signing this Agreement on
behalf of the parties have been properly  authorized and empowered to enter into
this Agreement.

         J.  ACKNOWLEDGMENT OF UNDERSTANDING.  The parties acknowledge that they
have read the  Agreement,  understand  it and agree to be bound by its terms and
conditions.  Further,  the parties  agree that the Agreement is the complete and
exclusive statement of the agreement between the parties relating to the subject
matter of the Agreement,  and  supersedes  all  proposals,  letters of intent or
prior  agreements,   oral  or  written,   and  all  other   communications   and
representations  between  the  parties  relating  to the  subject  matter of the
Agreement.

         K. NOTICE OF DELAYS. When either party has knowledge that any actual or
potential  situation is delaying or threatens to delay the timely performance of
this Agreement, that party shall, within five working days, give notice thereof,
including all relevant information with respect thereto, to the other party.

         L.  ATTORNEYS' FEES AND COSTS. If any litigation is brought to enforce,
or arises out of, the Agreement or any term,  clause, or provision  hereof,  the
prevailing  party shall be awarded its reasonable  attorneys' fees together with
expenses and costs  incurred with such  litigation,  including  necessary  fees,
costs, and expenses for services rendered,  as well as subsequent to judgment in
obtaining execution thereof.

         M. INDEPENDENT CONTRACTOR RELATIONSHIP.  Nothing contained herein shall
be construed  to imply a joint  venture,  partnership,  or employer and employee
relationship  between the parties.  Neither party shall have any right, power or
authority to create any obligation,  express or implied,  on behalf of the other
except as defined in this Agreement or as mutually agreed to under the terms



<PAGE>



of this  Agreement.  The employees or agents of one party shall not be deemed or
construed  to be the  employees  or agents of the  other  party for any  purpose
whatsoever.

         N. FORCE  MAJEURE.  Neither  party shall be liable or  responsible  for
delays or failures in  performance  resulting  from events beyond the reasonable
control of such party.  Such events shall  include but not be limited to acts of
God, strikes, lockouts, riots, acts of war, epidemics, acts of government, fire,
power failures,  nuclear accidents,  earthquakes,  unusually severe weather,  or
other disasters, whether or not similar to the foregoing.  Licenses shall not be
entitled to abate  payment of the License Fee during the  pendency of any delays
or failures  in  performance  caused by or  resulting  from an event  beyond the
reasonable control of a party.

         O. AUTHORITY.  Neither party shall have any authority to bind, obligate
or commit the other  party by any  representation  or promise  without the prior
written approval of the other party.

         P.  REMEDIES.  Except  as  otherwise  provided  for  herein,  no remedy
conferred by any of the specific  provisions  of the Agreement is intended to be
exclusive of any other  remedy.  Each and every remedy shall be  cumulative  and
shall be in addition to every other  remedy  given  hereunder,  now or hereafter
existing at law or in equity or by statute or otherwise. The election of any one
or more  remedies by either party shall not  constitute a waiver of the right to
pursue other available remedies.

         Q. SURVIVAL.  The terms,  conditions  and  warranties  contained in the
Agreement  that  by  their  sense  and  context  are  intended  to  survive  the
performance  hereof by the parties  hereunder shall so survive the completion of
the performance, cancellation or termination of the Agreement.





<PAGE>




EXHIBIT C
to Collocation Schedule No. 1
DISPATCH LABOR CHARGES

The following  charges shall be applied for Escort  Services and any other labor
performed by NEXTLINK Texas-authorized  personnel,  employees, or contractors at
the request of the Customer.

1.  Normal NEXTLINK Texas business hours.         $100.00 for the first 1/2 hour
                                                  $50.00 for each additional 1/2

(Monday  through  Saturday  7:00 am until  7:00  pm,  except  NEXTLINK  observed
holidays)

2.  Off Hour NEXTLINK Texas business hours:       $300.00 for the first 1/2 hour
                                                  $75.00 for each additional 1/2

(Monday  through  Saturday  7:00 pm until  7:00  am,  except  NEXTLINK  observed
holidays)

3.  Sunday and Holiday NEXTLINK Texas             $300.00 for the first 1/2 hour
    business hours:                               $75.00 for each additional 1/2

Note: Labor hours are billed in half hour  increments.  Sunday and Holiday hours
have a four hour minimum.







<PAGE>



                            NEXTLINK TEXAS [Graphic]

POLICY ON COLLOCATION:

THE MONTHLY RECURRING CHARGE FOR RACK COLLOCATION IS $1,000,000,  PER MONTH, PER
CABINET. THIS ENTITLES THE CUSTOMER TO:

1) One 7"x23" relay rack or footprint of equivalent size.        |_|YES   |_| NO
2) Access to -48VDC power feeds.  (One "A" and one "B" feed)     |_|YES   |_| NO
3) Amounts of additional -48DC power @ $10.00/amp                |_|YES   |_| NO
4) 24 Hour access to their equipment for maintenance.            |_|YES   |_| NO
5) Card access may be utilized.                                  |_|YES   |_| NO
6) Access to 110 VAC power for testing and equipment.            |_|YES   |_| NO
7) Transmission cabling to the space (non-terminated).           |_|YES   |_| NO
8) Relay rack grounding.                                         |_|YES   |_| NO
9) Environmental monitoring (HVAC, temperature and water)        |_|YES   |_| NO
10)Labor for Power feeds and relay rack monitoring.              |_|YES   |_| NO

Please note

IT  IS  ESSENTIAL   FOR  THE   CUSTOMER  TO  HAVE  -48VDC  POWER   REQUIREMENTS.
NEXTLINKpowers  all  equipment  on a -48VDC  plant with  battery back up. In the
event of a local power failure,  battery back up will engage.  Customer will not
recognize loss of power.

If customer has AC  requirements,  NEXTLINK  will have the customer  purchase an
inverter to  terminate  to the  NEXTLINK  power  plant.  NEXTLINK  requires  the
customer to size inverter to allow forecasting of future growth. AC power is not
protected against disruption in service.

IF  NECESSARY,  A  NON-RECURRING  CHARGE  BASED ON TIME AND  MATERIALS  WOULD BE
ASSESSED TO COVER:

         1) The labor and hardware required to extend ladder racking.
         2) -48VDC  power in excess of 10 amps per relay  rack being  installed.
         3) If the customer  wishes to supply  their own  cabinet,  the  cabinet
            will be  subject to  NEXTLINK approval  along with  any  charges  to
            install the cabinet.

THE MONTHLY  RECURRING  CHARGE FOR FLOOR SPACE IS $50.00,  PER MONTH,  PER FOOT.
THIS ENTITLES THE CUSTOMER TO:

1) Caged Area 13                                                 |_|YES   |_| NO
2) Access to -48VOC power feeds. (one "A" and one "B" feed)      |_|YES   |_| NO
3) Amount -48VDC power required 0 $1 0.00/amp                    |_|______ AMPS
4) 24 Hour access to their equipment for maintenance.            |_|YES   |_| NO
5) Card access may be utilized.                                  |_|YES   |_| NO
6) 110 VolV20 amp AC Outlet placed inside Customer space         |_|YES   |_| NO
7) Additional unprotected" 110 Volt/20 amp 0 $60.00/each         |_|__________
8) Transmission cabling to the space. (non-terminated)           |_|YES   |_| NO



<PAGE>



9) Relay rack grounding.                                         |_|YES   |_| NO
10) Environmental monitoring (HVAC, temperature and water)       |_|YES   |_| NO
11) Labor for Power feeds and relay rack monitoring.             |_|YES   |_| NO

Please note:

IT IS ESSENTIAL FOR THE CUSTOMER TO HAVE -48VDC POWER REQUIREMENTS.
NEXTLINK  powers all  equipment  on a -48VDC  plant with battery back up. In the
event of a local power failure,  battery back up will engage.  Customer will not
recognize loss of power.

If customer has AC  requirements,  NEXTLINK  may have the  customer  purchase an
inverter to  terminate  to the  NEXTLINK  power  plant.  NEXTLINK  requires  the
customer to size inverter to allow forecasting of future growth.

IF  NECESSARY,  A  NON-RECURRING  CHARGE  BASED ON TIME AND  MATERIALS  WOULD BE
ASSESSED TO COVER:

4)   The labor and hardware required to extend ladder racking.
5)   -48VDC power in excess of 10 amps per relay rack being installed.
6)   If the customer  wishes to supply  their own  cabinet,  the cabinet will be
     subject to NEXTLINK approval along with any charges to install the cabinet.

LOCAL CITY ISSUES FOR RESOLUTION

The  customer's  equipment is subject to the same  environmental,  grounding and
operational  specifications  as the  equipment  in  the  NEXTLINK  network.  Any
equipment that falls outside these  parameters would be subject to denial in the
Collocation space. NEXTLINK Engineering would make this determination. All power
maintenance  performed  by NEXTLINK  would be  scheduled  in such a manner as to
allow for the  customer  to "man"  their  equipment  if  necessary.  The cost of
coverage will be at the sole expense of the customer.

                                                         ____ (Licensee Initial)


<PAGE>


SUMMARY OF QUALITY STANDARDS FOR COLLOCATION CUSTOMERS
------------------------------------------------------

EQUIPMENT MOUNTED IN RELAY RACK OR CABINET

A.   Must be able to be  mounted  alone or with  brackets  supplied  to fit into
     relay racks or cabinets.

B.   If  equipment is not able to be mounted  alone or with  brackets a shelf or
     shelves if provided.

CABLING

1.   Cable and wire will always be secured with cord or twine.  Nylon cable ties
     are  not  acceptable  on  horizontal  cable  racks  or any  location  where
     personnel safety and cable sheath protection can not be assured.

2.   All  sewing  operations  will be ended with a square  knot and excess  cord
     trimmed off.

3.   All cables  and wire will break off side of cable rack (not be run  through
     cable rack) to equipment.

4.   Protect all cable at  break-offs  with  formed  fiber or sheet fiber cut to
     size and secured.

5.   Rubber or neoprene covered wire must be protected by sheet fiber when it is
     secured with cord or nylon ties.

6.   Nylon  ties may not be used for the  following  applications:  A.  Securing
     fiber optic cable. B. Securing cable or wire on cable racks and break-offs.
     C. Securing power cable.

7.   Cut nylon  cable ties so that no sharp  edges will  protrude,  they must be
     flush or under flush.

8.   All types of cable  racks  containing  power  wire and cable  will have all
     threaded rod supports protected with fiber tubing.

SAFETY

9.   All  reasonable  precautions  will be  taken to avoid  physical  injury  of
     personnel,  inter of  service  or damage to  equipment.  All  rings,  wrist
     watches, metal bracelets, etc. removed for personal safety.

ELECTROSTATIC DISCHARGE (ESD)

10.  ALL ESD PRECAUTIONS MUST BE TAKEN.

                                                        _____ (Licensee Initial)