EXHIBIT 10.31

                               MARKETING AGREEMENT

     This  Marketing  Agreement  is made as of this 13th day of  October,  1999,
between  Preferred  Voice,  Inc.,  a  Delaware  corporation  ("PVI")  and Kaplan
Telephone Company,  Inc., a Louisiana  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 use  best  efforts  to  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.


**[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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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
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 five (5) days in which to test the  functionality of the
System with  employees.  Upon  completion of the five (5) day test period,  ILEC
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 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 five (5) day period it is conducting tests.

                         ARTICLE 2. SALES AND MARKETING

     2.01 SALES.  ILEC shall use best 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. ILEC shall bill
and collect for Services used by End Users.

     2.02  PRICING.  The parties will  jointly  agree on 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.  ILEC
shall send copies of all advertising and sales promotion material and literature
relating to the Services to PVI for review prior to distribution.

     2.04. EXCLUSIVITY. ILEC agrees that it will not install, for testing or any
other purposes,  any system which competes with PVI's Systems to provide 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.

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                               ARTICLE 3. PAYMENT

     ILEC shall pay PVI 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.

                         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 by End Users directly or 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
(5 th) or any succeeding anniversary of the date of this Agreement, either party
may terminate  this  Agreement by giving notice of its intention not to continue
this Agreement at least sixty (60) days prior to the anniversary.


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                         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
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


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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.

                            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)

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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
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


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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.

     9.11  PVI'S  USE.  ILEC  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.

  PREFERRED VOICE, INC.                 Kaplan Telephone Company, Inc.
                                        on behalf of itself and its wholly owned
                                        subsidiaries and affiliates

  By:/s/ Richard K. Stone               By: /s/ Carl A. Turnley
     --------------------                   -------------------
  Name: Richard K. Stone                Name:  Carl A. Turnley
  Title: Vice President                 Title:  Vice President

  6500 Greenville Avenue                Address:  118 North Irving
  Suite 570                             Kaplan, LA 70548
  Dallas, Texas 75206                   Fax No.:  318-643-6000
  Fax No.:  214-265-9663                Phone:  318-643-7171
  Phone:    214-265-9580


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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]

        1-888 Number dedicated to one user
        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.

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         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.

(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 subscriber's 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.

(5)      THE ELECTRONIC SPEECH RECOGNITION PHONE BOOK:

         This service allows the ILEC to load their local serving exchange phone
numbers from their  current  phone book into the EMMA speech  recognition  phone
directory.  Callers  may speak a name from the phone  book and be  connected  to
local serving  exchanges.  PVI will load the phone book information into the VIP
System utilizing a disk or CD ROM provided by the ILEC. There will be no cost to
the ILEC associated with loading this information into the System.

VIP EMMA

Inbound Corporate  extension  directory - This directory stores the subscriber's
internal names and extensions. When Emma receives a call, she compares the


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caller's  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.

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.



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                                    EXHIBIT B


                         Hardware Configuration (24 pts)


                   ITEM                                      DESCRIPTION
                FTU-2000A                                  CUSTOM COMPUTER
                PIIBX40P38                               PENT II 400 MHz CPU
                PIIBX33P38                               PENT II 333 MHz CPU
                  64M040                                   64 MB DIMM RAM
                  FD015                                    3.5" FDD, BLACK
                  HD91S                                   9.1 GB HDD, SCSI
                ALM-100B-H                                4.3 GB HDD, SCSI
                  CDKIT1                                     ALARM BOARD
                 CDT240A                                  DUAL SLIM CD-ROM
                  SCSR03                                  SLIM LINE CD-ROM
                  MD566A                                 JUMPERABLE FAX/MDM
                  MNT40                                     MS WIN NT 4.0
                 240SCT1                                    PORT RESOURCE
                 ANTARES                                   VOICE RESOURCE
                  PRO 2V                                   ALARM RESOURCE
                 PORT FEE                                VOICE REC RESOURCE

       Optional Hardware Components                         48 v Inverter
                                                            Master Switch

           TRAFFIC ENGINEERING
                  USERS                                         PORTS
                   1000                                          11
                   2000                                          20
                   3000                                          26
                Spares Kit



MARKETING AGREEMENT - PAGE 11



<PAGE>



                                    EXHIBIT C

                                 ILEC LOCATIONS

                                  [TO BE ADDED]

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<PAGE>



                                    EXHIBIT D

                         FORM OF ACCEPTANCE CERTIFICATE


     The undersigned, an authorized representative of [ ], a [ ]corporation,  on
behalf of itself and its wholly owned subsidiaries and affiliates  ("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:
                                                    ----------------------------
MARKETING AGREEMENT - PAGE 13



<PAGE>



                                    EXHIBIT E

                              REVENUE SHARING FEES



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

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

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










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<PAGE>


                                    EXHIBIT F

                                    TRAINING


1.       SERVICES TRAINING -

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

2.       SYSTEM  INSTALLATION AND MAINTENANCE  TRAINING  Installation o Hardware
         Installation o T-1 configuration o VIP Programming
                  - SCC
                  - DID

Maintenance
         o Alarm Systems
         o Hardware Replacement
         o Hardware Expansion

3.       PROVISIONING


MARKETING AGREEMENT - PAGE 15