EXHIBIT 10.33

                               MARKETING AGREEMENT

         This Marketing Agreement is made as of this 8th day of November,  1999,
between  Preferred  Voice,  Inc.,  a Delaware  corporation  ("PVI")  and Midwest
Wireless Communications, L.L.C., a Delaware limited liability company, 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 telephone  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 calling 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 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 of that  date  set  forth  in the
introductory  paragraph  of  this  Agreement.  At  WIRELESS  PROVIDER'S  option,
additional Systems may be added as the WIRELESS PROVIDER expands into additional
calling areas.

                  PVI agrees  that it will use best  efforts to comply  with all
WIRELESS PROVIDER's  security,  confidentiality  and regulatory  requirements in
relation to the System installed at any site. In addition, PVI agrees to use all
reasonable  efforts 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,  which  directly  impose  obligations  upon PVI or the  applicable
manufacturer.

                  1.02 PVI  TESTING.  PVI shall test 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

**[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.

MARKETING AGREEMENT - Page 1




<PAGE>



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  ninety (90) days from the  Commencement  Date.  If PVI,
using commercially reasonable efforts, is unable to cure any material deficiency
of the System within 90 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 60 days
in which to test the functionality of the System with employees. Upon completion
of the 60 day 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 60-day period it is conducting
tests.

                         ARTICLE 2. SALES AND MARKETING

         2.01 SALES.  WIRELESS  PROVIDER shall use all  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. WIRELESS PROVIDER will establish pricing for the Services
in its absolute discretion.

         2.03  ADVERTISING  AND  PROMOTIONAL  LITERATURE.  If  so  requested  by
WIRELESS  PROVIDER,  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.

                               ARTICLE 3. PAYMENT

         WIRELESS PROVIDER shall pay  PVI a share of WIRELESS PROVIDER's revenue
from the  Services  determined  from the  schedule  set forth in Exhibit E. This
amount shall be paid  monthly by the last day of each month for Services  billed
in the prior month.


MARKETING AGREEMENT - Page 2




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                         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, 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 five years. Upon expiration
of the initial term specified above, the Agreement shall automatically renew for
up to five  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 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 VOID THE WARRANTY IN THIS SECTION 6.01).

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<PAGE>




         6.02 YEAR 2000.  PVI warrants that the System  delivered or modified by
PVI is Year 2000 Compliant (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
material  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.  As long
as  WIRELESS  PROVIDER  continues  to pay  PVI the  fees  due  pursuant  to this
Agreement,  the  WIRELESS  PROVIDER  shall be  permitted  to continue to use the
System to provide the Services for a period of up to ninety (90) days  following
termination in order for the WIRELESS PROVIDER to test and install a replacement
service.

         7.02  EFFECT  OF   TERMINATION.   WIRELESS   PROVIDER  agrees  that  on
termination  under  Section  7.01,  PVI may recover  all Systems  that have been
installed.  Upon  termination  of the  license,  PVI's  obligations  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.


MARKETING AGREEMENT - Page 4




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                              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) workers  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 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.  Notwithstanding the above, each party shall have
the option where permitted by law to self-insure any or all of the foregoing.

                            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.  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.


MARKETING AGREEMENT - Page 5




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         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 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,  acts of city, state, local or federal  governments in
their sovereign, regulatory,

MARKETING AGREEMENT - Page 6




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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.

         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 PVI'S USE.  WIRELESS  PROVIDER shall permit PVI to use its Systems
to provide  Services  to its own end users  ("PVI End  Users")  where  efficient
networking would be promoted by such use by PVI End Users.

         9.12 CONFIDENTIALITY OF AGREEMENT. The terms of this Agreement shall be
maintained in  confidence by all parties and may be disclosed  only to such of a
party's  employees  or  agents  having a need to know its  terms.  No party  may
disclose the terms to any third party, other than its attorneys,  accountants or
contractors  having a need to know,  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 such  information  shall promptly  notify the other party and
shall use its best efforts to maintain the  confidentiality of such information.
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 for such treatment.


MARKETING AGREEMENT - Page 7




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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          Fax No.:
                                                  ------------------------------
Phone:            214-265-9580          Phone:
                                                  ------------------------------
PV1/MW.Wire1ess.MktgAgrmt.doc


MARKETING AGREEMENT - Page 8




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                                    EXHIBIT A

                              PREFERRED VOICE, INC.

                              PRODUCT DESCRIPTIONS

FLEET CALLING ADVANTAGE            permits any caller dial-up access to a
                                   directory of cellular phones served by
                                   WIRELESS PROVIDER, and the caller may
                                   then speak the name of the person in the
                                   Directory with whom he wishes to speak and
                                   be connected with that person's cellular
                                   phone.

INTELLIGENT CALL SCREENING         gives the subscriber the ability to hear the
                                   voice of the person calling and the option
                                   to accept the call or deny the call. Denying
                                   the call will automatically send it to voice
                                   mail or if the subscriber does not have voice
                                   mail, the system will inform the caller that
                                   the person is currently unavailable.

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


















EXHIBIT A - Page 1



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                                    EXHIBIT B
                                    =========

                         HARDWARE CONFIGURATION (24PTS)

                    ITEM                                   DESCRIPTION
                  FTU-2000A                              CUSTOM COMPUTER
                  P llBX40P38                           PENT 11 400MHz CPU
                  P11BX33P38                            PENT 11 333MHz CPU
                    64MO40                                 64MB D1MM RAM
                    FD015                                 3.5" FDD, BLACK
                    HD91S                                 9.1GB HDD, SCS1
                  ALM-1008B-H                             4.3GB HDD, SCS1
                    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 1



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                                    EXHIBIT C
                                    =========





                     MIDWEST WIRELESS COMMUNICATIONS L.L.C.
                               1015 26TH PLACE NW
                               OWATONNA, MN 55060





EXHIBIT C - Page 1



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                                    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 Pre-
ferred 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 1




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                                    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

         (a) 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
         subscriber  using one of 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  subscribers  actual  revenue need be
         accrued  for the  promotion  during the first 30 days of service to the
         new subscriber, or

         (b) the  actual  revenue  received  from  subscribers  using a  Service
         offered by means of a System,  excluding sales and use taxes, interest,
         late charges and shipping and handling fees.








EXHIBIT E - Page 1



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                                   EXHIBIT E-1
                                   ===========



                    Service                          Monthly Fees
--------------------------------------------------------------------------------
         Fleet Calling Advantage                  [Confidential Treatment
                                                  Requested]**


         Intelligent Call Screening               [Confidential Treatment
                                                  Requested]**


         Safety Dialing                           [Confidential Treatment
                                                  Requested]**


EXHIBIT E-1 - Page 1



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                                    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 - Page 1