EXHIBIT 10.29

                               MARKETING AGREEMENT

     This  Marketing  Agreement is made as of the 21st day of  September,  1999,
between  Preferred  Voice,  Inc., a Delaware  corporation  ("PVI") and Southwest
Texas Telephone Company, a Texas corporation, on behalf of itself and its wholly
owned  subsidiaries  and  affiliates  ("ILEC").  PVI and ILEC  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. ILEC is
a licensed local exchange carrier that is currently providing telecommunications
service in the local calling areas  described in Exhibit C. ILEC 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
ILEC 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 ILEC's switch locations
set forth in Exhibit C to interconnect with switches described in Exhibit C. The
System  will  remain  the  property  of PVI.  ILEC  shall  prepare  the  site in
accordance with PVI's specifications.  Installation of Systems will be completed
within 90 days.

     PVI agrees that it will comply  with all ILEC'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 shall inform ILEC promptly thereof by submitting notice,  including
a written,  reasonably  detailed  description of each  deficiency,  to ILEC. PVI
shall then use reasonable efforts to cure the noncompliance.  ILEC shall use its
best efforts to assist PVI in curing such noncompliance. Upon completion of such
cure,  PVI shall give notice to ILEC 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


**[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.

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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 ILEC ACCEPTANCE. PVI shall inform ILEC in writing of the completion of
PVI's testing under Section 1.02.  ILEC will thereupon  commence  testing of the
System,  and shall have fourteen (14) days in which to test the functionality of
the System with employees. Upon completion of the fourteen (14) day test period,
ILEC shall either  provide PVI with written  notice of any problems  revealed in
its tests or deliver PV1 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 ILEC upon  execution and delivery by ILEC to PVI
of an Acceptance Certificate,  executed by an authorized  representative of ILEC
or  failure  of ILEC to  provide  written  notice  to PVI of any  problems  ILEC
discovers within the fourteen (14) day period it is conducting tests.

                         ARTICLE 2. SALES AND MARKETING

     2.01 SALES.  ILEC shall use its own  judgement in promoting the sale of the
Services, 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.  ILEC shall bill and collect for Services used
by End Users.

     2.02 PRICING. The ILEC 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 ILEC 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 ILEC for marketing the Services.

     2.04. EXCLUSIVITY. ILEC agrees that it will not install, for testing or any
other  purposes,  any system which  competes with PVI's Systems to provide Voice
Recognition dialing service in any calling area that ILEC is authorized to serve
during the term of this Agreement as long as PVI is in compliance with the terms
and conditions of this  Agreement.  This provision shall not apply within ninety
(90) days of the end of the term.

                               ARTICLE 3. PAYMENT

     ILEC shall pay PV1 a share of ILEC's  revenue from the Services  determined
from the  schedule  set forth in Exhibit E. This amount shall be paid monthly on
the  fifteenth  day of each month for Services  billed in the prior  month,  and
shall be reduced by any amounts  paid in prior months on account of billing that
was deemed uncollectible or against which a credit was issued.



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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  ILEC 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 ILEC 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. ILEC 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  through ILEC.  During that period PVI
shall train  ILEC's  personnel in data base update and  maintenance  procedures.
ILEC will be responsible for such work after such training period.

     4.03  TRAINING.  As part of the  installation  process,  PVI shall  provide
ILEC'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 ILEC's facility.
Any additional training services that are requested by ILEC shall be invoiced to
ILEC in  accordance  with  PVI's then  prevailing  hourly  rates.  ILEC shall be
responsible  for all travel and other  expenses of its personnel  attending such
training sessions.

                                 ARTICLE 5. TERM

     The term of this Agreement shall be ten (10) years;  however,  on the fifth
(5th) or any succeeding anniversary of the date of this Agreement,  the ILEC may
terminate  this Agreement by giving notice of its intention not to continue this
Agreement at least sixty (60) days prior to the anniversary.

                         ARTICLE 6. WARRANTY PROVISIONS

     6.01  GENERAL.  PVI  warrants  that the System will provide  Services  when
properly interconnected to ILEC'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).

     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
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


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from the  inability of any software,  hardware,  or systems of ILEC 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  ILEC 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.  ILEC 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.

                              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 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.

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                            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.

     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,
ILEC 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


MARKETING AGREEMENT - Page 5



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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.

     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.


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     9.11  REGULATION.  Both  parties  understand  that the ILEC is a  regulated
entity and nothing in this agreement  shall have the effect of requiring ILEC to
violate any rule or law of the federal or state jurisdiction.

PREFERRED VOICE, INC.                          Southwest Texas Telephone Company



By:/s/ Richard K. Stone                        By:/s/ Gary C. Gilmer
   ---------------------                          -----------------------
Name:Richard K. Stone                          Name: Gary C. Gilmer
Title: Vice-President                          Title: President

6500 Greenville Avenue                         Highway 55 South
Suite 570                                      Rocksprings, Texas 78880
Dallas, Texas 75206                            email: gary@swtexas.com
Fax No.: 214-265-9663                          Fax No.:    830-683-4190
Phone:   214-265-9580                          Phone:      830-683-2111



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                                    EXHIBIT A

                              PREFERRED VOICE, INC
                              PRODUCT DESCRIPTIONS

VIP EMMA 888 SERVICES
Each EMMA 888 service  was  specifically  designed to combine all the  following
existing Telco services with the convenience of speech independent dialing. Each
of these services offer specific  benefits and features  designed to satisfy the
communication needs of the end user.

[GRAPHIC OMITTED]


         Long Distance Calling Card
         Selective Call Screening
         One Number "Locate"
         Voice Activated Dialing
         Voice Directory

(1) EMMA.  THE  "SMART"  BUSINESS  LINE AND EMMA PA  (PERSONAL  ASSISTANT):  The
"SMART"  Business  Line has a local  number on the front and can  receive  calls
dialed  from the public  switched  telephone  network.  In addition to the local
number each  subscriber  may be assigned a dedicated  888 number giving them not
only local but national presence.  In addition unlike the traditional  telephone
line that is connected to a specific telephone the SBL floats and can be pointed
to ring at any  telephone  the  subscriber  selects.  This  feature  is  usually
referred as "single number  locate." This service may be offered as a supplement
to existing business lines.

         ONE NUMBER LOCATE:
         The subscriber to this service is assigned his own personal 888 number.
         When that  number is dialed the  calling  party is greeted by a prompt.
         The call will then be sent to whatever  number the user has  programmed
         in his Locate file (i.e.  cellular phone,  hotel, pager, etc.) anywhere
         in the world.

         TELEPHONE CALLING CARD:
         The subscriber can use the SBL as a telephone  calling card. During the
         forwarding prompt, the user touch-tones any key on his phone and speaks
         his Personal  Identification  Number; at the next prompt he may speak a
         name from his personal voice directory. The Voice Directory may contain
         100 names with their  corresponding  numbers.  For  numbers  not in the
         voice directory, the subscriber simply says, "Dial Number' and SBL will
         prompt  "Number  please".  The user then may voice  dial the  number or
         touch-tone using the DTMF pad.

         INTELLIGENT CALL SCREENING:
         This feature can be turned on or off by the  subscriber.  When a caller
         dials the  subscriber's 888 number SBL will prompt for the callers name
         and present the name to the  subscriber.  The subscriber has the option
         of accepting the call or sending the call to their voice mail.

EXHIBIT A - Page 1



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(2) EMMA CD (CORPORATE DIRECT):
Businesses that have multiple  individuals with EMMA PA numbers can avoid having
to remember or look-up everyone's  personal EMMA PA number by using the EMMA CD.
The caller  dials the  dedicated  EMMA CD number  and  simply  speaks the called
person's name and the call is quickly forwarded to his current programmed locate
number.

(3)      EMMA VO (VIRTUAL OFFICE)
This  service  configuration  was  designed  for the group  that does not have a
single physical  office or whose members are out of their offices  consistently.
EMMA VO allows  the group to have a single  number.  When  there is a call for a
member,  EMMA will forward the call to the member's office.  If he is out of the
office,  EMMA will  locate a member if so desired  or will take a message.  EMMA
provides all of the SO/HO type of business requirements including single number,
Locate, personal directory and access to voice mail.

(4)      EMMA FF (FAMILY AND FRIENDS):
This service was developed to allow anyone that has the  subscriber's  dedicated
888 number to access the subscribers Voice Directory. This allows the subscriber
to give their number to a son in college,  a daughter in a distant city, etc. At
the subscriber's discretion,  EACH one of the callers can call anyone whose name
is in the Voice Directory.

         EMMA FF. "LOCATE":
         This  service also allows the owner to program any number in his Locate
         file. The caller speaks  "Locate" and the call is instantly sent to the
         owner's cell phone, pager, office, or any number he desires.

         EMMA FF. "TELEPHONE CALLING CARD":
         The owner turns the service into a fully functional  Telephone  Calling
         Card by speaking  "Dial  Number".  EMMA will prompt for a PIN. Once the
         PIN has been verified, the service prompts "Number please" and the user
         may then speak the number or use DTMF from the telephone pad.

VIP EMMA
Inbound Corporate  extension  directory - This directory stores the subscriber's
internal  names and  extensions.  When Emma  receives a call,  she  compares the
callers  request to the  stored  names and  extensions  and  forwards  the calls
accordingly.  The directory is customized  for each  subscriber  and can include
names, departments, and even branches at different locations.

Outbound corporate directory - (optional service) One or more outbound corporate
directories  can be created to  facilitate  outbound  calling.  For  example,  a
company could create directories for branches,  vendors,  clients, etc. The user
accesses Emma through an extension number or DID and simply speaks the directory
listing and the call is connected,  eliminating  the need to look-up or dial the
number.


EXHIBIT A - Page 2



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Outbound  Personal  directory -  (optional  service) A personal  directory  is a
directory  created for an  individual  user and is  accessed  with the use of an
authorization  code or ANI.  Individuals within the Company may want a directory
of their personal frequently called names.

Telephone  Calling  Card - Any  company  utilizing  Emma can issue,  track,  and
terminate  calling  cards on a  real-time  basis.  Calling  cards are  activated
instantaneously.  Effectively,  an Emma user  becomes a  "virtual  long-distance
company."  This service can be  restricted to specific  users or specific  phone
numbers only.

This document and its attachments are confidential and proprietary  information,
the  exclusive  rights to which are the sole property of Preferred  Voice,  Inc.
Upon receipt and  acceptance of these  materials,  the  recipient  agrees not to
reproduce or distribute copies  electronic,  xerographic,  verbal, or otherwise)
without the express written permission of Preferred Voice, Inc.



EXHIBIT A - Page 3



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                                    EXHIBIT B

                         Hardware Configuration (24 pts)


                 ITEM                           DESCRIPTION
              FTU-2000A                       CUSTOM COMPUTER
              PIIBX4OP38                      PENT II 40OMHz CPU
              PIIBX33P38                      PENT II 333MHz CPU
              64MO40                          64MB DIMM RAM
              FDO15                           3.5" FDD, BLACK
              HD91 S                          9.1GB HDD, SCSI
              ALM-1 OOB-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                         PORTRESOURCE
              ANTARES                         VOICE RESOURCE
              PR02V                           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



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                                    EXHIBIT C

                                 ILEC LOCATIONS

Siemans DCO located at Camp Wood, Texas

EXHIBIT C - Page 1 of 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 ("ILEC"),  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 ILEC with respect
to the System (as defined in the  Agreement)  purchased  or licensed by ILEC 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 ILEC.

Date:
      ------------------                             ---------------------------
                                                     By:
                                                        ------------------------
                                                     Printed Name:
                                                                  --------------
EXHIBIT D - Page 1 of 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

Revenue shall be net of un-collectibles and credits.  Revenues shall not include
service order revenue related to the installation and disconnection of Services;
however,  all installation  revenues  generated over and above the service order
fee will be Revenue for  purposes of this  Exhibit E. In  addition,  any amounts
collected  for the Services on account of vouchers  distributed  to  individuals
with disabilities shall be Revenue for purposes of this Exhibit E.


EXHIBIT E - Page 1 of 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 of 1