EXHIBIT 10.32

                           SOFTWARE LICENSE AGREEMENT

         This Software License Agreement is made as of this 8th day of November,
1999,  between Preferred Voice,  Inc., a Delaware  corporation  ("Licensor") and
Midwest Wireless Communications L.L.C., a Delaware limited liability company, 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  provider of  wireless  telephony  and data
services in the 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 with
the 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.

         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.


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                  (b) Temporary  Use of  Non-Designated  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,  except as  necessary  to use the
Application  Software,  solely as permitted in this  Agreement.  Licensee  shall
reproduce and include  Licensors  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 that Licensor considers it 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
or third party  consultants  of Licensee  when  disclosure  to employees or such
third  party  consultants  is  necessary  to use  the  license  granted  in this
Agreement.  Licensee shall instruct all employees and third party consultants 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  for a
period of three (3) years,  provided,  that the foregoing 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
restrictions on use and disclosure similar to those found in this Agreement.

         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.

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         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 (ii)),  (iii)
commencing on installation thereof, and for a period of one (1) year thereafter,
(1) 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 (2) 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 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 inter-operate 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 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

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(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 LICENSORS 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,
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,  at
Licensor's expense,  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
jurisdiction because 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

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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 except as authorized  herein,  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 Licensors  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  material  term  hereof  (other 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.  In the  event  that  Licensor
terminates  this  Agreement  pursuant to this  Section,  Licensor may invoke all
rights Licensor possesses upon termination.

         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,  Licensors  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.


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         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 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
recipients 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.


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         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.

         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,  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.


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PREFERRED VOICE, INC.                   Midwest Wireless Communications, L.L.C.
                                        on behalf of itself and its wholly owned
                                        subsidiaries and affiliates

By:                                     By:
     --------------------------              -----------------------------------
Name:                                   Name:
     --------------------------              -----------------------------------
Title:                                  Title:
     --------------------------              -----------------------------------

6500 Greenville Avenue                  Address:
Suite 570                                    -----------------------------------
Dallas, Texas 75206                     ----------------------------------------
Fax No.:          214-265-9663          ----------------------------------------
Phone:            214-265-9580          Fax No.
                                             -----------------------------------
                                        Phone:
                                             -----------------------------------


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