EXHIBIT 10.27

                               MARKETING AGREEMENT

         This  Marketing  Agreement  is made as of this  25th day of  September,
1999,  between Preferred Voice, Inc., a Delaware  corporation  ("PVI") and Rural
Cellular  Corporation,  a  Minnesota  corporation,  on behalf of itself  and its
wholly owned subsidiaries and affiliates ("WIRELESS PROVIDER"). PVI and WIRELESS
PROVIDER are collectively referred to in this Agreement as the "Parties."

                             Background Information

         PVI has developed a system (the "System") that when interconnected with
a  telecommunications  switching  system is capable of  performing  the services
described in Exhibit A attached hereto and incorporated herein by reference (the
"Services").  Each  System  consists  of the  hardware  described  in Exhibit B,
certain  third party  software  and  certain  proprietary  application  software
developed  by PVI.  WIRELESS  PROVIDER is a licensed  wireless  carrier  that is
currently providing telecommunications service in the areas described in Exhibit
C.  WIRELESS  PROVIDER  wishes to offer the Services to end users ("End  Users")
under its own brand in conjunction with its telecommunications services.

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

                             ARTICLE 1. INSTALLATION

         1.01  Installation.  PVI shall  install,  at its cost,  its  Systems at
WIRELESS PROVIDER's switch locations set forth in Exhibit C to interconnect with
switches  described  in Exhibit C. The System will  remain the  property of PVI.
WIRELESS   PROVIDER   shall   prepare   the  site  in   accordance   with  PVI's
specifications.  Installation  of Systems will be completed  within 90 days. PVI
agrees to install  Systems so that they shall  comply in all  material  respects
with all federal,  state,  and local laws and  regulations  in force on the date
hereof.

         1.02 PVI Testing.  PVI shall test,  at its cost,  the Systems to ensure
that they work properly. The testing period shall (i) commence promptly upon the
completion  of  installation  of the System at the sites,  but in no event later
than five (5) days following such completion of installation (the  "Commencement
Date"), and (ii) conclude upon acceptance by as described in Section 1.03 below.

Should  material  deficiencies  arise in the  performance  of the System  during
testing,  PVI shall inform  WIRELESS  PROVIDER  promptly  thereof by  submitting
notice, including a written, reasonably detailed description of each deficiency,
to  WIRELESS  PROVIDER.  PVI  shall  then  use  reasonable  efforts  to cure the
noncompliance.  WIRELESS  PROVIDER  shall use its best  efforts to assist PVI in
curing such  noncompliance.  Upon completion of such cure, PVI shall give notice
to WIRELESS PROVIDER thereof.  The total period of time that may be spent on the
testing period shall not exceed thirty (30) days from the Commencement  Date. If
PVI, using commercially reasonable efforts,

MARKETING AGREEMENT - PAGE 1


**[Confidential  Treatment]  indicates  portions of this document that have been
deleted from this document and have been  separately  filed with the  Securities
and Exchange Commission.

<PAGE>



is unable to cure any material  deficiency  of the System  within 30 days of the
Commencement Date, then following notice thereof either party may give the other
party  thirty  (30) days'  written  notice of its  election  to  terminate  this
Agreement and the reasons therefor.

         1.03 WIRELESS PROVIDER  Acceptance.  PVI shall inform WIRELESS PROVIDER
in writing of the  completion of PVI's  testing  under  Section  1.02.  WIRELESS
PROVIDER will thereupon  commence testing of the System,  and shall have 30 days
in which to test the functionality of the System with employees. Upon completion
of the 30day test  period,  WIRELESS  PROVIDER  shall  either  provide  PVI with
written  notice  of  any  problems  revealed  in its  tests  or  deliver  PVI an
acceptance  certificate,  substantially in the form attached hereto as Exhibit D
(the "Acceptance Certificate"). The System shall be deemed to have been accepted
by WIRELESS  PROVIDER upon execution and delivery by WIRELESS PROVIDER to PVI of
an Acceptance Certificate,  executed by an authorized representative of WIRELESS
PROVIDER or failure of WIRELESS PROVIDER to provide written notice to PVI of any
problems WIRELESS PROVIDER  discovers within the 30- day period it is conducting
tests.

                         ARTICLE 2. SALES AND MARKETING

         2.01 Sales. WIRELESS PROVIDER shall use commercially reasonable efforts
to promote sale of the Services so as to maximize revenues, including conducting
commercially  reasonable  advertising  campaigns and maintaining an inventory of
collateral support materials for promotion, advertising,  point-of-sale,  record
keeping,  subscriptions,  and  other  items  related  to sales of the  Services.
WIRELESS PROVIDER shall bill and collect for Services used by End Users.

         2.02 Pricing.  The WIRELESS PROVIDER will determine the prices at which
the  Services  will be made  available  to  End-Users  and any  changes to these
prices.

         2.03 Advertising and Promotional  Literature.  PVI will assist WIRELESS
PROVIDER in the  development  and production of original copy of advertising and
collateral support materials (i.e. layout, verbiage,  plates,  negatives,  dies,
and/or  other setup  materials)  that may be utilized by WIRELESS  PROVIDER  for
marketing the Services.  WIRELESS  PROVIDER shall send copies of all advertising
and sales promotion material and literature  relating to the Services to PVI for
review prior to distribution.

         2.04.  Exclusivity.  WIRELESS  PROVIDER  agrees that during the term of
this  Agreement  it will not  install,  for testing or any other  purposes,  any
network  based (as opposed to handset  based)  system  which  competes  with the
Services  provided by PVI  hereunder,  in the areas  identified in Exhibit C, as
long as PVI is in compliance with the terms and conditions of this Agreement.

                               ARTICLE 3. PAYMENT

         WIRELESS PROVIDER shall pay PVI a share of WIRELESS  PROVIDER's revenue
from the Services (net of all taxes,  surcharges and other  governmental fees or
any late  charges)  determined  from the  schedule  set forth in Exhibit E. This
amount  shall be paid  monthly on the  fifteenth  day of each month for  revenue
billed for the Services in the prior month.

MARKETING AGREEMENT - PAGE 2



<PAGE>



                         ARTICLE 4. TRAINING AND SUPPORT

         4.01 Technical  Support.  During the term of this Agreement,  PVI shall
provide a technical  support help desk that WIRELESS PROVIDER may call to report
System troubles  twenty-four  (24) hours per day, seven (7) days per week basis.
PVI shall  troubleshoot  the  problems  and  contact the  appropriate  vendor to
resolve problems that cannot be resolved by actions  WIRELESS  PROVIDER may take
on PVI's instruction.  During the term of this Agreement,  PVI shall provide (i)
remote,  dial-up System support,  on a twenty-four (24) hours per day, seven (7)
days per week basis,  and (ii)  packages,  generally  containing  corrections of
known software defects and updates or patches to increase or improve performance
and  occasionally  also  containing  minor  feature   enhancements  of  existing
software,  relating  to  a  current  System.  WIRELESS  PROVIDER  shall  provide
permanent  digital  connectivity  to each  System for the  purpose  of  off-site
software revision and maintenance.

         4.02   Provisioning.   For  up  to  the  first  six  months   following
installation of the System, PVI shall update and maintain the customer and names
data bases in the System based on information  provided by End Users directly or
through  WIRELESS  PROVIDER.   During  that  period  PVI  shall  train  WIRELESS
PROVIDER's  personnel in data base update and maintenance  procedures.  WIRELESS
PROVIDER will be responsible for such work after such training period.

         4.03 Training.  As part of the  installation  process and at no cost to
WIRELESS  PROVIDER,  PVI shall provide  WIRELESS  PROVIDER's  personnel with the
initial  training and  instruction  as  described  on Exhibit F attached  hereto
concerning the operation and use of the System by conducting  training  sessions
at a mutually  convenient time at WIRELESS PROVIDER's  facility.  Any additional
training  services that are requested by WIRELESS  PROVIDER shall be invoiced to
WIRELESS  PROVIDER  in  accordance  with PVI's  then  prevailing  hourly  rates.
WIRELESS  PROVIDER shall be responsible for all travel and other expenses of its
personnel attending such training sessions.

                                 ARTICLE 5. TERM

         The  initial  term  of  this  Agreement  shall  be  three  years.  Upon
expiration  of  the  initial  term   specified   above,   the  Agreement   shall
automatically  renew for up to seven successive one (1) year terms unless either
party gives the other notice of its  intention not to renew the license at least
sixty (60) days prior to the expiration of the then current term.

                         ARTICLE 6. WARRANTY PROVISIONS

         6.01  General.  PVI  warrants  that (a) it  shall  install  the  System
pursuant  to Section  1.01 so that it is  properly  interconnected  to  WIRELESS
PROVIDERS's  switches  identified  in Exhibit C and (b) the System will  provide
Services  when  properly   interconnected  to  WIRELESS  PROVIDER's  functioning
switches of the types described in Exhibit C (provided, that ANY MODIFICATION OF
THE  SYSTEM BY ANY  PERSONS  OTHER  THAN PVI  SHALL,  UNLESS  PURSUANT  TO PVI'S
INSTRUCTION, VOID THE WARRANTY IN THIS SECTION 6.01).

         6.02  Year 2000.  PVI warrants that the System delivered or modified by
PVI is, or will be, Year 2000 Compliant (as defined below).  Year 2000 Compliant

MARKETING AGREEMENT - PAGE 3



<PAGE>



(as  defined  below).   Year  2000  Compliant   software  that  is  intended  to
interoperate  with third party  products 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)  PVI   assumes  no
responsibilities  or  obligations to cause third party products to function with
the System;  and (ii) PVI will not be in breach of this warranty for any failure
of the  System  to be Year  2000  Compliant  if such  failure  results  from the
inability  of any  software,  hardware,  or systems of WIRELESS  PROVIDER or any
third  party to be Year 2000  Compliant.  "Year 2000  Compliant"  means that (a)
neither  the  performance  nor  functionality  of the System 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 System; (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 System behaves and
will behave consistently for dates prior to, during and after the year 2000.

                             ARTICLE 7. TERMINATION

         7.01   Cause  for   Termination.   This   Agreement   shall   terminate
automatically  and without  further  notice upon the occurrence of expiration of
the term,  specified  in Article 5 or of any  renewal  term in the  absence of a
subsequent  renewal  in  accordance  with the terms of this  Agreement.  PVI may
terminate this Agreement in the event that revenue  sharing  payments to PVI are
less than  $2000 per  System  per month  for three  consecutive  months,  unless
WIRELESS  PROVIDER  pays  PVI the  shortfall.  In  addition,  either  party  may
terminate  this  Agreement at any time if (a) the other party  breaches any term
hereof and fails to cure such breach  within 30 days (or ten days in the case of
a failure to pay any sum due) 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.

         7.02  Effect  of   Termination.   WIRELESS   PROVIDER  agrees  that  on
termination  under  Section  7.01,  PVI may recover  all Systems  that have been
installed.  PVI shall remove the Systems  within 60 days of the  termination  of
this Agreement and if it fails to do so, WIRELESS  PROVIDER may remove them and,
at PVI's cost,  ship the Systems to PVI. Upon  termination  of the license,  the
obligations of both parties under this Agreement shall cease. The termination or
expiration  of this  Agreement  shall in no way  relieve  either  party from its
obligation to pay the other any sums accrued hereunder prior to such termination
or expiration.

                              ARTICLE 8. INSURANCE

         Each party hereto shall  maintain,  during the term of this  Agreement,
the following  insurance coverage as well as all other insurance required by law
in the jurisdictions where the work is performed:  (a) worker's compensation and
related insurance as required by law; (b) employer's  liability insurance with a
limit of at least five hundred thousand ($500,000) dollars for each

MARKETING AGREEMENT - PAGE 4



<PAGE>



occurrence;  (c) comprehensive  general liability insurance,  with a limit of at
least one million  ($1,000,000)  dollars per occurrence;  and (d)  comprehensive
motor  vehicle  liability   insurance  with  limits  of  at  least  one  million
($1,000,000) dollars for bodily injury including death, to any one person, three
hundred thousand  ($300,000) dollars for each occurrence of property damage, and
one  million  ($1,000,000)  dollars  for each  occurrence.  Each party shall (i)
furnish the other prior to the start of the relevant  work,  if requested by the
other,  certificates or adequate proof of the insurance required by this Section
and (ii)  notify  the  other in  writing  at least  thirty  (30)  days  prior to
cancellation of or any material change in the policy.

                            ARTICLE 9. MISCELLANEOUS

         9.01 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.

         9.02  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.

         9.03  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 or to
any person acquiring all or  substantially  all of that party's stock or assets.
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.

         9.04 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.

         9.05 Entire Agreement, Amendments. This Agreement and all schedules and
exhibits  annexed  hereto  constitute  the entire  agreement  among the  parties
respecting the subject matter hereof

MARKETING AGREEMENT - PAGE 5



<PAGE>



and supersedes all prior  agreements  among the parties  relative to the subject
matter hereof. In entering this Agreement, WIRELESS PROVIDER did not rely on any
representations or warranties of PVI 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.

         9.06 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.

         9.07 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.

         9.08  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.

         9.09  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.


MARKETING AGREEMENT - PAGE 6



<PAGE>



         9.10   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.

         9.11 Confidentiality.  The terms of this Agreement, and all information
transmitted  between  or among the  parties  pursuant  hereto  or in  connection
herewith,  including,  without limitation,  any information  concerning WIRELESS
PROVIDER's  customers,  shall be deemed "Confidential  Information" and shall be
maintained in  confidence by all parties and shall be disclosed  only to such of
the receiving party's employees or agents having a need to know the Confidential
Information for the purposes of performing obligations under this Agreement.  No
party may disclose the  Confidential  Information to any third party,  except as
may be required  pursuant to a lawfully  issued  subpoena or other formal demand
for the  production of  information  by a court of competent  jurisdiction  or a
regulatory body with  jurisdiction  over the party. In the event any such demand
is made,  the party  ordered  to  produce  the  Confidential  Information  shall
promptly  notify the other party and shall use its best  efforts to maintain the
confidentiality of the Confidential  Information.  In addition,  if either party
determines  that this  Agreement is a "material  contract,"  that party may file
this Agreement with the  Securities  and Exchange  Commission,  provided that it
notifies  the other  party at least  fifteen  (15) days prior to such filing and
cooperates  with the other party to seek  confidential  treatment of  provisions
reasonably designated by the other party for such treatment.  Each party may use
Confidential  Information obtained solely as a result of this Agreement only for
the purpose of  performing  hereunder.  Neither  party may use the other party's
Confidential Information for any other purpose without the express prior written
agreement of the party which disclosed the Confidential Information.

PREFERRED VOICE, INC.                   RURAL CELLULAR CORPORATION

                                        on behalf of itself and its wholly owned
                                        subsidiaries and affiliates

By:  /s/ Richard K. Stone               By:  Scott G. Donlea
     ----------------------------            -----------------------------------
Name: Richard K Stone                   Name: Scott G. Donlea
Title: Vice President                   Title: Vice President Market Development

6500 Greenville Avenue                  Address: 3905 Dakota Street SW
Suite 570                               Alexandria, MN 56308 USA
Dallas, Texas 75206
Fax No.:          214-265-9663          Fax No.:          (320) 808-2181
Phone:            214-265-9580          Phone:            (320) 762-2000


MARKETING AGREEMENT - PAGE 7



<PAGE>



                                    EXHIBIT A
                                    =========

                              PREFERRED VOICE, INC.
                              =====================

                              PRODUCT DESCRIPTIONS
                              ====================


SAFETY DIALING                              is a service that  allows the person
                                            placing  the  call   to  access  the
                                            WIRELESS  PROVIDER'S  network,  dial
                                            the assigned access code (such as**)
                                            on the keypad, speak a name from his
                                            or her directory.  That name's prog-
                                            rammed number will then be dialed.


EXHIBIT A



<PAGE>



                                    EXHIBIT B
                                    =========

                         Hardware Configuration (24 pts)


       ITEM                                                   DESCRIPTION

    FTU-2000A                                               CUSTOM COMPUTER
    PIIBX4OP38                                            PENT 11 400MHz CPU
    PIIBX33P38                                            PENT 11 333MHz CPU
      64M040                                                 64MB DIMM RAM
      FD015                                                 3.5" FDD, BLACK
      HD91S                                                 9.1GB HDD, SCSI
   ALM-100B-H                                               4.3GB HDD, SCSI
     CDKIT1                                                   ALARM BOARD
    CDT240A                                                DUAL SLIM CD-ROM
     SCSR03                                                SLIM LINE CD-ROM
     MD566A                                               JUMPERABLE FAX/MDM
     MNT40                                                  MS WIN NT 4.0
    240SCT1                                                 PORT RESOURCE
    ANTARES                                                VOICE RESOURCE
     PRO 2V                                                ALARM RESOURCE
    PORT FEE                                             VOICE REC RESOURCE


               Optional Hardware Components
                                                           48v Inverter
                                                           Master Switch

                   Traffic Engineering

                          Users                                Ports
                           1000                                 11
                           2000                                 20
                           3000                                 26


                        Spares Kit






EXHIBIT B



<PAGE>



                                    EXHIBIT C

                           WIRELESS PROVIDER Locations
                                  [to be added]

Rural Cellular Corporation
3905 Dakota Street SW
Alexandria, Minnesota 56308
320-762-2000

RSA's
RSA 1
RSA 2
RSA 3
RSA 5
RSA 6
South Dakota RSA 4

Unicel - Maine
Bomarc Industrial Park
Bangor, ME
207-942-6558

RSA's
Oxford - RSA 1
Somerset - RSA 2
Kennebec - RSA 3

MSA
Bangor

RCC Atlantic, Inc.
1100 Mountain View Drive
Colchester, VT 05446-1919
802-654-5000

RSA's
Massachusetts - RSA 1
New Hampshire - RSA 1
New York - RSA 2
Vermont - RSA 1
Vermont - RSA 2

MSA
Burlington - MSA

EXHIBIT C



<PAGE>



                                    EXHIBIT D
                                    =========

                         Form of Acceptance Certificate
                         ==============================

         The     undersigned,      an     authorized      representative      of
_________________________,  a ______________________  corporation,  on behalf of
itself and its wholly owned subsidiaries and affiliates  ("WIRELESS  PROVIDER"),
in his/her capacity as _______________________, does hereby certify that (a) the
testing period (as such term is defined in the Software License Agreement, dated
as of _______________,  1999 (the "Agreement"),  by and between Preferred Voice,
Inc. ("PVI") and WIRELESS PROVIDER with respect to the System (as defined in the
Agreement)  purchased  or licensed by WIRELESS  PROVIDER  has been  successfully
completed,  (b) the System satisfies the requirements of the  Specifications (as
defined in the  Agreement)  and (c) the System is hereby  accepted  by  WIRELESS
PROVIDER.

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

                                        By:
                                             -----------------------------------

                                        Printed Name:
                                                       -------------------------


EXHIBIT D



<PAGE>



                                    EXHIBIT E
                                    =========

                              Revenue Sharing Fees
                              ====================



[Confidential  Treatment  Requested]**  OF  THE  FIRST  [Confidential  Treatment
Requested]** IN REVENUE FOR EACH SYSTEM

[Confidential   Treatment  Requested]**  OF  THE  NEXT  [Confidential  Treatment
Requested]** IN REVENUE FOR EACH SYSTEM

[Confidential  Treatment  Requested]** OF ALL REVENUE IN EXCESS OF [Confidential
Treatment Requested]** FOR EACH SYSTEM



For purposes of this Agreement, "Revenue" shall equal the greater of:

the amount that would have been received by WIRELESS  CARRIER if the charges set
forth in the  Exhibit E-1 had been  charged to each End User using the  Services
described in Exhibit E-1, except that if WIRELESS  PROVIDER is offering  reduced
rates or free  service  as part of a  promotion,  only a new End  User's  actual
revenue shall be accrued for the promotion  during the first thirty (30) days of
provision of the Services to the new End User; or

the actual revenue received from End Users for the Services.



EXHIBIT E



<PAGE>



                                   EXHIBIT E-1


Safety Dialing                      [Confidential  Treatment  Requested]**
                                    ------------------------------------

EXHIBIT E-1



<PAGE>


                                    EXHIBIT F
                                    =========

                                    Training

1.       Services Training --
         o    Target Audience
              --  Product Manager
              --  Product Marketing
         o    Contents
              -- Complete review of each PVI service description and application
              -- Market Position -- Target Market

2.       System Installation and Maintenance Training --
         Installation
         o    Hardware Installation
         o    T-1 Configuration
         o    VIP Programming
              --  SCC
              --  DID
         Maintenance
         o    Alarm Systems
         o    Hardware Replacement
         o    Hardware Expansion

3.       Provisioning






EXHIBIT F