EXHIBIT 10.15

                                 EQUIPMENT LEASE


         This Equipment  Lease,  dated as of May 1, 1998, is made by and between
Preferred  Voice,  Inc.,  a Delaware  corporation  (hereinafter  referred  to as
"Lessee") and Capital Growth Fund Ltd. (hereinafter referred to as "Lessor").

         In  consideration of the mutual  agreements  hereinafter set forth, the
parties hereto agree as follows:

                                    ARTICLE I

                               LEASE OF EQUIPMENT

         Lessor  agrees to lease to  Lessee,  and  Lessee  agrees to lease  from
Lessor,  a VIP System  consisting of the items identified on Attachment "A" (the
"Equipment").

                                   ARTICLE II

                                      TERM

This Lease will  commence  on May 1, 1998,  and will  continue  in effect for 36
months.

                                   ARTICLE III

                                 RENTAL PAYMENTS

         3.1.  Rentals.  Lessee shall pay to Lessor  $3,581.08 on the lst day of
each  month  during  the term of this  Lease as rental  for the  Equipment  (the
"Monthly Rental  Payment") . Provided Lessee is not then in default,  Lessee has
the option to purchase  the  Equipment at any time during the term of this Lease
for a price determined in accordance with Attachment "B."

         3.2.  Past Due  Interest.  In the event Lessee fails to pay any Monthly
Rental  Payment  when due (or any  other  sum to be paid by  Lessee  under  this
Lease),  Lessee shall pay to Lessor  interest on such monthly Rental Payment (or
other sum) from the due date  thereof and after any grace  period to the date of
payment, at the rate of eighteen percent (18%) per annum.

                                   ARTICLE IV

                                USE OF EQUIPMENT

         4.1.   Rights of Lessee.  Lessee  has the right to the use,  operation,
possession  and control of the  Equipment  while the Lease is in effect.  Lessee
will have absolute control, supervision and responsibility over the operators or
users of the Equipment, subject to the restrictions set forth below.

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         4.2.  Duties of Lessee.  Lessee must use the Equipment in a careful and
proper  manner,  and will not permit any  Equipment  to be  operated  or used in
violation of any applicable  federal,  state or local statute,  law,  ordinance,
rule  or  regulation  relating  to the  possession,  use or  maintenance  of the
Equipment.  Lessee shall use the  Equipment in  accordance  with any  applicable
vendor's or  manufacturer's  manuals or  instructions,  by  competent  and fully
qualified  personnel only.  Lessee shall reimburse Lessor in full for all damage
to the  Equipment  arising  from any  misuse or  negligent  act by  Lessee,  its
employees,  and its agents. Lessee shall indemnify and hold Lessor harmless from
all liabilities,  fines, forfeitures or penalties for violations of any statute,
law, ordinance, rule or regulation of any duly constituted public authority.

         4.3.  Location  of  Equipment.  The  Equipment  will be  located in the
offices of American Communications  Services,  Inc., 2323 Bryan Street, Ste 200,
Dallas,  Texas,  75201 and may not be moved from that location without the prior
written consent of Lessor, which may not be unreasonably withheld.

         4.4 Commercial Use Limitation.  Lessee represents and warrants that the
Equipment will be used for commercial or business purposes only.

                                    ARTICLE V

            MAINTENANCE, REPAIRS AND ALTERATIONS PERFORMED BY LESSEE

         5.1.  Maintenance and Repairs.  Lessee shall assume all obligations and
liability  concerning  possession of the Equipment,  and for its use, operation,
condition and storage while this Lease is in effect.  Lessee shall,  at Lessee's
expense,  maintain the Equipment in good mechanical condition and running order,
excepting  reasonable  wear and tear  resulting  from  the  ordinary  use of the
Equipment.  Lessee shall, at its own expense,  provide all parts, mechanisms and
devices  required to keep the  Equipment in good repair,  condition  and running
order.   Lessor  is  under  no  liability  or  obligation  to  provide  service,
maintenance, repairs or parts for the Equipment.

         5.2.  Alterations  and Additions.  Without the prior written consent of
Lessor, which consent may not be unreasonably withheld, Lessee will not make any
alterations,  additions  or  improvements  to the  Equipment,  other  than those
required to keep the Equipment in good condition and running order, as described
in Section 5.1.

                                   ARTICLE VI

                           PASS THROUGH OF WARRANTIES

         Lessor hereby assigns to Lessee (to the extent  assignable) any and all
rights  Lessor may have to enforce any warranty in respect of the  Equipment and
agrees to enforce for the benefit of Lessee (but at Lessee's sole expense) every
such warranty that is not assigned hereby.


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                                   ARTICLE VII

                               OPERATING EXPENSES

         Lessee shall pay for all expenses of operating  the  Equipment  and all
other charges in connection with the operation of the Equipment.

                                  ARTICLE VIII

                                      TAXES

         Lessee is liable for, and required to pay on or before their due dates,
all sales, use, or personal property taxes imposed on the Equipment.

                                   ARTICLE IX

                                    OWNERSHIP

         9.1. Warranty of Title.  Lessor warrants that it has clear title to the
Equipment, free and clear of any liens, encumbrances or claims of third parties,
and Lessee is  entitled  to quiet  possession  of the  Equipment.  Lessor  shall
indemnify and hold Lessee harmless from any damages,  cost or expense Lessee may
suffer arising out of Lessor's breach of its warranty of title.

         9.2. No Sale or Security Interest Intended.  This agreement constitutes
a lease of the Equipment and not a sale or the creation of a security  interest.
Unless and until lessee  exercises  its  purchase  option,  Lessor  retains sole
ownership  and title of the Equipment  subject to any liens it has granted,  and
Lessee  will  not  have any  right,  title,  equity  or  other  interest  in the
Equipment, except the right to possession and use as provided for in this Lease.

         9.3. Identification Markings. Lessor has the right to require Lessee to
place and  maintain on the  exterior  or  interior of each piece of  Equipment a
reasonable label reflecting Lessor's ownership.  Lessee may not remove, obscure,
deface or obliterate the inscription or permit any other person to do so.

         9.4. No Liens.  Lessee shall at all times keep the  Equipment  free and
clear from any liens or  encumbrances  of Lessee's  creditors  or other  persons
having claims against (or otherwise claiming through) Lessee.

         9.5.  Personal  Property.  Lessor  and  Lessee  hereby  agree  that the
Equipment will always remain and be deemed  personal or moveable  property,  and
Lessee  covenants not to enter into any  agreement  with any third party or take
any action inconsistent with the foregoing.

         9.6. Sublease. Lessee may not sublease  any item of Equipment or assign
this  Lease to any other  party  without  the prior  written  consent of Lessor,
provided Lessor does not unreasonably

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withhold  such consent.  No such sublease or assignment  will in any way relieve
Lessee of its obligations  hereunder.  If Lessee subleases any item of Equipment
or assigns this Lease in  accordance  with the  provisions  of this Section 9.6,
Lessor may accept  rental and other  payments  directly  from such  sublessee or
assignee,  but no such acceptance will in any way constitute a release of Lessee
from  its  obligations  under  the  Lease  except  to the  extent  that any such
sublessee or assignee actually makes such payment.

                                    ARTICLE X

                                    INSURANCE

         10.1. Lessee's  Obligation to Insure.  Lessee shall provide fire, theft
and comprehensive insurance coverage for all Equipment at Lessee's expense, in a
commercially reasonable amount.

         10.2. Excess Liability  Indemnity.  Lessee agrees to indemnify and hold
Lessor  harmless  from all loss,  liability  and expense,  including  reasonable
attorneys'  fees,  in excess of the  limits of  liability  insurance  for bodily
injury,  death or property  damage  caused by or arising  out of the  ownership,
maintenance, use or operation of the Equipment, as provided for in this Article.
Lessee  further  agrees to indemnify and hold  harmless  Lessor from and against
loss, liability and expense,  including  reasonable  attorneys' fees, because of
Lessee's  failure to comply with any terms,  provisions  and  conditions  of any
insurance  policy insuring  Lessor and Lessee or because of Lessee's  failure to
comply with the terms and provisions of this Article.

                                   ARTICLE XI

                          INDEMNIFICATION AND LIABILITY

         11.1. Risk of Liability Assumed by Lessee.  Lessee assumes all risk and
liability for the loss of or damage to the Equipment, for the death of or injury
to any person or property  of another  and for all other  risks and  liabilities
arising  from  the use,  operation,  condition,  possession  or  storage  of the
Equipment.  Nothing  in this  Lease  authorizes  Lessee or any  other  person to
operate any of the Equipment so as to impose any  liability or other  obligation
on Lessor.

         11.2.  Lessee's Duty to Indemnify.  Lessee agrees to indemnify,  defend
and hold harmless Lessor from all claims,  loss or damage Lessor may sustain for
any of the following reasons:

                  (a)  Loss of, or damage to, any Equipment by any cause;

                  (b)  Injury  to, or death of, any  person,  including  but not
         limited  to  agents  or  employees  of  Lessee  arising  from  the use,
         possession,  selection, delivery, return, condition or operation of any
         of the Equipment;

                  (c) Damage to any property  arising from the use,  possession,
         selection,  delivery,  return,  condition  or  operation  of any of the
         Equipment.

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         Lessee shall reimburse  Lessor for all expenses,  losses,  liabilities,
fines, penalties and claims of every type, including reasonable attorneys' fees,
imposed  on or  incurred  by Lessor  due to  Lessee's  use or  operation  of any
Equipment,  or  because of the  failure  by Lessee to  perform  any of the Lease
terms. Lessee shall also pay interest at the highest legal rate from the day any
such payment is made by Lessor until the date Lessor is reimbursed by Lessee.

                                   ARTICLE XII

                    ACCIDENT, LOSS OF, OR DAMAGE TO EQUIPMENT

         12.1. Notification to Lessor. If any Equipment is damaged, lost, stolen
or destroyed  as a result of its  operation,  use,  maintenance  or  possession,
Lessee  shall  promptly  notify  Lessor of the  occurrence  and  shall  file all
necessary  accident reports,  including those required by law and those required
by interested insurance companies.

         12.2.  Cooperation  in Defense of Claims.  Lessee and its employees and
agents shall  cooperate fully with Lessor and all insurers  providing  insurance
under this Lease in the investigation and defense of all claims or suits. Lessee
shall promptly deliver to Lessor all papers, notices and documents served on, or
delivered to,  Lessee or its employees and agents in connection  with any claim,
suit,  action or proceeding at law or in equity commenced or threatened  against
Lessee or Lessor concerning the Equipment.

         12.3.  Options of Lessor. In the event of loss or damage of any kind to
any item of Equipment, Lessee, at its option, shall:

                  (a) Place such Equipment in good repair, condition and working
         order; or

                  (b) Replace such Equipment with like Equipment in good repair,
         condition and working order.

                                  ARTICLE XIII

                                EVENT OF DEFAULT

         The failure of Lessee to pay, within ten (10) days following receipt of
written  notice from Lessee of  non-payment  on the due date,  any rent or other
amount  required  to be paid to Lessor  under this Lease or any other  agreement
between  Lessee and Lessor or to perform,  within thirty (30) days after written
notice by Lessor specifying the default,  any covenant,  condition or obligation
required  to be  performed  by Lessee  under this  Lease or any other  agreement
between Lessee or Lessor will constitute an Event of Default.


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                                   ARTICLE XIV

                   RIGHTS, REMEDIES AND OBLIGATIONS ON DEFAULT

         14.1.  Lessor's Rights and Remedies.  In case of an Event of Default by
Lessee  under the Lease,  Lessor will have the right to exercise any one or more
of the following remedies:

                  (a)      To terminate the Lease  of the Equipment and Lessee's
         rights thereunder as to any or all items of such Equipment;

                  (b) To repossess the Equipment  without legal process.  Lessee
         agrees that, upon default,  Lessor or Lessor's agent may enter upon any
         premises  where the  Equipment is located and  repossess and remove it.
         Lessee  specifically  waives any right of action Lessee might otherwise
         have arising out of the entry and repossession,  and releases Lessor of
         any  claim for  trespass  or  damage  caused  by  reason of the  entry,
         repossession,  or removal.  Any  repossession  of a particular  item of
         Equipment  will not  constitute a  termination  of this Lease as to any
         other items of Equipment, unless Lessor expressly so notifies Lessee in
         writing;

                  (c)  To  exercise  any  other  remedy  permitted  at law or in
         equity.

         14.2.  Lessee's Obligation for Lessor's Costs and Attorneys' Fees. Upon
default,   Lessee  shall  reimburse  Lessor  for  all  reasonable   expenses  of
repossession  and  enforcement  of Lessor's  rights and remedies,  together with
interest  at the rate of  eighteen  percent  (18%) per annum.  until the date of
payment.  Notwithstanding  any other  provisions of this Lease, if Lessor places
all or any part of Lessor's claim against Lessee in the hands of an attorney for
collection, Lessee shall pay Lessor's reasonable attorneys' fees.

         14.3.  Remedies  Cumulative.  The  remedies of Lessor set forth in this
Article  are  cumulative  to the extent  permitted  by law and may be  exercised
partially,  concurrently,  or separately.  The exercise of one remedy may not be
deemed to preclude the exercise of any other remedy.

         14.4.  Failure to Enforce Not Waiver.  Any failure or delay on the part
of Lessor to exercise any remedy or right under this Lease will not operate as a
waiver.  The  failure  of Lessor to  require  performance  of any of the  terms,
covenants, or provisions of this Lease by Lessee will not constitute a waiver of
any of the rights  under the Lease.  No  forbearance  by Lessor to exercise  any
rights or  privileges  under this Lease will be construed  as a waiver,  but all
rights  and  privileges  shall  continue  in  effect  as if no  forbearance  had
occurred.  No covenant or  condition  of this Lease may be waived  except by the
written  consent of Lessor.  Any such  written  waiver of any term of this Lease
will be  effective  only in the specific  instance and for the specific  purpose
given.


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                                   ARTICLE XV

                                PAYMENT BY LESSOR

         In the event Lessee fails to procure, maintain or pay for any insurance
required to be procured, maintained and paid for by Lessee hereunder, or to make
any payment required to be made by Lessee hereunder (including,  but not limited
to, the  payment  of any fees,  assessments,  charges or taxes),  Lessor has the
right, but is not obligated,  to obtain such insurance, or make such payment, on
behalf of Lessee. In the event Lessor does so, Lessee shall reimburse Lessor for
the cost thereof upon demand and the failure to make such  reimbursement  within
ten (10) days after  demand will  constitute  an Event of Default  hereunder  as
defined in Article 13 hereof.

                                   ARTICLE XVI

                            DISCLAIMER AND WARRANTIES

         Lessor  warrants that it owns the Equipment free and clear of any liens
or other encumbrances and is hereby transferring the Equipment with clear title.
LESSOR  OTHERWISE  LEASES  THE  EQUIPMENT  AS IS  WITHOUT  WARRANTY  OF ANY KIND
INCLUDING,  WITHOUT  LIMITATION,  THE  IMPLIED  WARRANTY OF  MERCHANTABILITY  OR
FITNESS FOR A PARTICULAR PURPOSE.

                                  ARTICLE XVII

                               RETURN OF EQUIPMENT

         In the event Lessee does not exercise its purchase option after written
notice from Lessor upon the  termination  of this Lease,  Lessee shall return to
Lessor the  Equipment  free and clear of all liens or  encumbrances  of Lessee's
creditors or other persons having claims against or otherwise  claiming  through
Lessee; and in such condition,  repair and working order as the Equipment was in
on the date of this Lease,  ordinary wear and tear resulting from the proper use
thereof excepted.

                                  ARTICLE XVII

                                     NOTICES

         All notices  required or  permitted to be given  hereunder  shall be in
writing and will be valid and  sufficient if  dispatched  by (i) hand  delivery,
(ii) by telex,  cable or facsimile  transceiver,  with confirming  letter mailed
promptly  thereafter in accordance  with clause (iv) hereof,  (iii) by reputable
overnight  express courier or (iv) by certified mail,  postage  prepaid,  return
receipt  requested,  deposited in any post offices in the United States,  as the
case may be,  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. Either
party may change its  address by notice  given to the other  party in the manner
set forth above. When sent by cable or facsimile as aforesaid, notices given

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as herein  provided are  considered to have been received when sent;  otherwise,
notices are  considered  to have been  received  only upon delivery or attempted
delivery during normal business hours.

                                  ARTICLE XVIII

                           AMENDMENT AND MODIFICATION

         This Lease may not be amended, modified or altered in any manner except
in a writing signed by both parties.

                                   ARTICLE XIX

                                ENTIRE AGREEMENT

         This  Lease  constitutes  the  entire  agreement  between  the  parties
respecting  the subject  matter.  No agreements,  representations  or warranties
other than those  specifically set forth in this Lease are binding on any of the
parties unless set forth in writing and signed by both parties.

                                   ARTICLE XX

                                  GOVERNING LAW

         This Lease has been  executed  and  delivered in the State of Texas and
shall be interpreted  under, and construed in accordance with, the law of Texas,
without  regard to choice of law principles  that may apply a different  state's
substantive  law. It is agreed that Texas law  controls the validity of, and the
obligations created by, this Lease.

                                   ARTICLE XXI

                          EFFECT OF PARTIAL INVALIDITY

         Should any part of this  Agreement for any reason be declared  invalid,
such  decision  will not affect the validity of any  remaining  portions,  which
shall remain in force and effect as if this Agreement had been executed with the
invalid portion thereof  eliminated,  and it is hereby declared the intention of
the parties  hereto that they would have executed the remaining  portion of this
Agreement  without  including therein any such part or portion which may for any
reason be hereafter declared invalid.


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                                  ARTICLE XXII

                                    HEADINGS

         Headings used in this  Agreement are to facilitate  reference  only, do
not  form  a part  of  this  Agreement,  and  may  not in  any  way  affect  the
interpretation hereof.

                                  ARTICLE XXIII

                                    NO WAIVER

         No  failure  on the  part of any  party  to  exercise,  and no delay in
exercising,  any right or remedy hereunder will operate as a waiver thereof. Nor
will 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.

                                  ARTICLE XXIV

                                 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.

                                   ARTICLE XXV

                                  FORCE MAJEURE

         No party  hereto  will be liable  for delay or  default  in  performing
hereunder if such  performance  is delayed or prevented by  conditions or events
beyond such party's  control.  If a Force Majeure  condition  occurs,  the party
delayed or unable to perform shall give immediate  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  conditions  endure. The party experiencing the
Force  Majeure  condition  must  inform the other  party in writing  when such a
condition ceases to exist.


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LESSEE:                                                LESSOR:

PREFERRED VOICE, INC.                                  CAPITAL GROWTH FUND LTD.


By: /s/ G. Ray Miller                                  By: /s/ Illegible
    -----------------                                      ---------------------
Its: Chairman                                          Its:

6500 Greenville Avenue                                 P. O. Box 3444
Suite 570                                              Road Town, Tortola
Dallas, Texas 75206                                    British Virgin Islands
(214) 265-9663


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                                 Equipment Lease
                                 Attachment "A"


19' rack mountable chassis
Intel pentium 200
64 MB Simm
Quantum Atlas 2.1 GB HDD #182710453776KT
48 Ports w/4 ports VCS continuous
  4 Ports VCS phonetics
Modem/Fax 56K Class 2 Internal #217C2AM7PN8200084005 Dialogic Cards:
  2 Antares 2000 X 50 MHS
  3 160 SCLS 16 port card
14' Monitor
Microsoft serial mouse
Keyboard
1 copy  Preferred  VIP SRO software  (object code only) 1 copy NT  Workstation 1
copy PC anywhere


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                                 Equipment Lease
                                 Attachment "B"


                                      After

                                    Purchase
                                      Price
                                    98,085.59
                                    96,139.27
                                    94,160.51
                                    92,148.77
                                    90,103.50
                                    88,024.15
                                    85,910.14
                                    83,760.89
                                    81,575.83
                                    79,354.34
                                    77,095.84
                                    74,799.69
                                    72,465.27
                                    70,091.94
                                    67,679.06
                                    65,225.97
                                    62,731.99
                                    60,196.44
                                    57,618.63
                                    54,997.86
                                    52,333.41
                                    49,624.56
                                    46,870.55
                                    44,070.65
                                    41,224.08
                                    38,330.07
                                    35,387.32
                                    32,396.54
                                    29,355.40
                                    26,263.58
                                    23,120.23
                                    19,924.48
                                    16,675.48
                                    13,372.32
                                    10,014.11
                                     6,600.00


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                       AMENDMENT NO. 1 TO LEASE AGREEMENT


The Lease Agreement dated May 1, 1998, between Preferred Voice, Inc. and Capital
Growth Fund Ltd. is hereby  amended to include  Article  XXVI in its entirety as
follows:

                                  ARTICLE XXVI

         Lessor has the option at any time to convert its unpaid lease payments,
in this instance to be defined as Purchase Price in Attachment  "B", into shares
of common stock,  $.001 par value per share,  of Lessee (the  "Stock"),  derived
from dividing the Purchase  Price by the  conversion  rate where the  conversion
rate is the smaller of:

                  (a)      $1.00 or;

                  (b)      One-half of the average closing price of the Stock on
                           the  exchange  on which it is  traded  for the 10 day
                           period  prior to  conversion  or if the  Stock is not
                           then traded on an  exchange,  one-half of the average
                           of the last bid price for the 10 day period  prior to
                           the conversion.

         Except as amended hereby, the Lease Agreement remains in full force and
effect in accordance with its terms.


Date: 10/15/98

Preferred Voice, Inc.


By: /s/ G. Ray Miller
    -------------------------
         G. Ray Miller
         President


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