EXHIBIT 10.26


                           SOFTWARE LICENSE AGREEMENT

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

                             Background Information

         Licensor has developed a system (the "System") that when interconnected
with a telecommunications switching system is capable of performing the services
(the  "Services")  described  in a  Marketing  Agreement  between  Licensor  and
Licensee of even date (the "Marketing  Agreement").  Each System consists of the
hardware,  certain third party software (the "Third Party Software") and certain
proprietary   application  software  developed  by  Licensor  (the  "Application
Software").   Licensee  is  a  wireless  carrier  that  is  currently  providing
telecommunications  service in areas  described in the Marketing  Agreement (the
"Service  Areas").  Licensee  wishes to offer the  Services  to end users  ("End
Users") under its own brand in conjunction with its telecommunications services,
and  Licensor has agreed to install its System in  Licensee's  location for that
purpose pursuant to the Marketing Agreement.

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

                       ARTICLE 1. LICENSE AND PROCUREMENT

         1.01 License.  Pursuant to this  Agreement,  Licensor  hereby grants to
Licensee  a  nontransferable,  non-exclusive  license  to  use  the  Application
Software, together with all subsequent improvements thereto in the Service Area.
Licensor also grants to Licensee a non-transferable, non-exclusive sublicense to
use the Third Party Software, solely in connection with operation of the System.

         1.02 Term. The initial term of this Agreement shall be co-terminus with
the Marketing Agreement.

                          ARTICLE 2. LIMITATIONS ON USE

         2.01 General Use.  Licensee agrees to use the Application  Software and
Third Party Software  solely to provide the Services to End Users.  Licensee may
private brand the Services it offers.

         2.02     Location.

                  (a) Use of Application Software.  The Application Software may
be used only on the hardware  provided by Licensor  ("Designated  Hardware")  at
Licensee's switch locations in the Licensed Areas.

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                  (b) Temporary  Use of  Non-Designated  Hardware.  Licensee may
temporarily  install and use the  Application  Software  on hardware  other than
Designated Hardware,  but only if the Designated Hardware cannot be used because
of  hardware,  software  or other  malfunction  and only  until  the  Designated
Hardware  is  returned  to  operation.  Licensee  shall not  install  or use the
Application  Software on such  replacement  hardware  without  the prior  verbal
consent of Licensor.  Licensor shall not  unreasonably  withhold this consent if
the proposed  replacement  hardware meets or exceeds the  Specifications for the
Designated Hardware.

         2.03  Copies.  Licensee may make one "backup  copy" of the  Application
Software for archival  purposes at each location;  any such archival copy may be
stored at the location  where the products are installed and  operational  or at
any such reputable off-site storage facility or facilities,  as the case may be,
which Licensee, in its reasonable judgment, shall select to maintain and protect
such  archival  copy for  purposes  of  disaster  recovery.  Licensee  shall not
otherwise copy any portion of the Software. Licensee shall reproduce and include
Licensor's  applicable copyright notice,  patent notice,  trademark,  or service
mark on any copies of the Application Software.

                           ARTICLE 3. PROPERTY RIGHTS

         3.01 Title to Software.  Title to the Application  Software is reserved
for Licensor. Licensee acknowledges and agrees that Licensor is and shall remain
the owner of the  Application  Software  and shall be the owner of all copies of
the Application Software made by Licensee.

         3.02  Confidentiality  of  Software.  Licensee  acknowledges  that  the
Application  Software is  confidential  in nature and constitutes a trade secret
belonging  to  Licensor.  Licensee  agrees to hold the  Application  Software in
confidence for Licensor and not to sell, rent, license, distribute, transfer, or
disclose the Application  Software or its contents,  including  methods or ideas
used in the Application Software, to anyone except to employees of Licensee when
disclosure  to  employees  is  necessary  to use  the  license  granted  in this
Agreement.  Licensee shall instruct all employees to whom any such disclosure is
made that the  disclosure  is  confidential  and that the employee must keep the
Application  Software  confidential  by using the same care and discretion  that
they  use  with  other  data  designated  by  Licensee  as   confidential.   The
confidentiality  requirements of this Section shall be in effect both during the
term of  this  Agreement  and for a  period  of  seven  (7)  years  after  it is
terminated,  provided,  that  the  foregoing  restrictions  shall  not  apply to
information:  (a)  generally  known to the  public  or  obtainable  from  public
sources; (b) readily apparent from the keyboard  operations,  visual display, or
output reports of the Application Software;  (c) previously in the possession of
Licensee  or  subsequently   developed  or  acquired  without  reliance  on  the
Application   Software;   or  (d)  approved  by  Licensor  for  release  without
restriction.

         3.03 Security.  Licensee agrees to keep the Software in a secure place,
under  access  and use  restrictions  designated  to prevent  disclosure  of the
Software to  unauthorized  persons.  Licensee  agrees to at least  implement the
security  precautions  that it  normally  uses to protect  its own  confidential
materials and trade secrets.


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         3.04  Disclosure as Breach.  Licensee agrees that any disclosure of the
Software to a third  party,  except as set forth above,  constitutes  a material
breach of this  Agreement,  entitling  Licensor to the  benefit of Section  5.01
hereof.

         3.05 Removal of Markings.  Licensee agrees not to remove,  mutilate, or
destroy any copyright, patent notice, trademark, service mark, other proprietary
markings, or confidential legends placed on or within the Software.

                         ARTICLE 4. WARRANTY PROVISIONS

         4.01     Warranties

                  (a) General.  Licensor warrants, that (i) it has good title to
the  Application  Software and the right to license its use to Licensee  free of
any proprietary  rights,  liens, or encumbrances of any other party, (ii) it has
the right to sublicense  the Third Party Software to Licensee for its use in the
System;  (iii) the  Application  Software  will  permit  the  System to  provide
Services  when  properly   interconnected  to  Licensee's  functioning  switches
described in the Marketing  Agreement  (provided,  that any  modification of the
Application  Software by any persons other than Licensor shall,  unless pursuant
to   Licensor's   instruction,   void  the   Warranty  in  this   clause   (II);
(iii)commencing on installation thereof, and for a period of 90 days thereafter,
(I) the Software shall be free of viruses,  bugs or contaminants which may cause
damage to Licensee's  systems or interrupt  Licensee's  utilization of a System;
and (2)the media in which the  Software is  contained  shall be free of material
defects in materials or workmanship.

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

         4.02  Remedies.  In the  event of any  nonconformity  or  defect in the
Application  Software  (or any other  breach with  respect to the  condition  or
operation  of the  Application  Software)  for which  Licensor  is  responsible,
Licensor shall, during the foregoing  respective  warranty periods,  (A) provide
reasonable efforts to correct or cure such nonconformity, defect, contaminant or
breach

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(which may include a workaround for system  errors),  (B) at Licensor's  option,
replace the  relevant  part of the  Application  Software in lieu of curing such
nonconformity, defect, contaminant or breach, or (C) if Licensor determines that
neither of the  foregoing  is  commercially  practicable,  remove the System and
terminate the Marketing Agreement and this License Agreement.

         4.03 Warranty  Disclaimer.  LICENSOR DOES NOT REPRESENT OR WARRANT THAT
ALL ERRORS WILL BE CORRECTED. LICENSEE AGREES THAT LICENSEE'S SOLE AND EXCLUSIVE
REMEDY  FOR THE  DEFECTS  DESCRIBED  IN THIS  SECTION  SHALL BE  LIMITED  TO THE
CORRECTIVE ACTION DESCRIBED IN THIS SECTION. THE EXPRESS WARRANTIES SET FORTH IN
THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

         4.04  Limitation  of  Remedies.  LICENSEE  AGREES  THAT  ITS  EXCLUSIVE
REMEDIES, AND LICENSOR'S ENTIRE LIABILITY WITH RESPECT TO THE SOFTWARE IS AS SET
FORTH IN THIS  AGREEMENT.  LICENSEE  FURTHER  AGREES THAT LICENSOR  SHALL NOT BE
LIABLE TO LICENSEE FOR ANY INDIRECT  DAMAGES,  INCLUDING ANY LOST PROFITS,  LOST
SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF ITS USE OR
INABILITY TO USE THE SOFTWARE OR THE BREACH OF ANY EXPRESS OR IMPLIED  WARRANTY,
EXCEPT AS SET FORTH IN SECTION 4.05.

         4.05     Indemnification.

                  (a)  Infringement.  Licensor  agrees  to  indemnify  and  hold
Licensee and its directors, officers, employees and agents, harmless against any
and all claims, demands, actions, losses, liabilities,  judgments,  settlements,
awards  and  costs   (including   reasonable   attorneys'   fees  and  expenses)
(collectively,  "Liabilities")  arising  out of or related to any claim  against
Licensee by a third party that  Licensee's  use or possession of the Third Party
Software  or  Application  Software  (or the  license or  sublicense  granted to
Licensee  hereunder  with  respect  thereto),  infringes  or violates any United
States patent, copyright or other proprietary right of any third party; provided
that  Licensee  gives  Licensor  prompt notice of any such claim of which it has
actual  knowledge  and  cooperates  fully with  Licensor  in the defense of such
claim.  Licensor shall have the exclusive right to defend and settle at its sole
discretion  and expense all suits or  proceedings  arising out of the foregoing.
Licensee  shall not have the right to settle  any  action,  claim or  threatened
action  without the prior written  consent of Licensor (at  Licensor's  sole and
absolute  discretion).  In case use of the Third Party  Software or  Application
Software  is  forbidden  by  a  court  of  competent   jurisdiction  because  of
proprietary  infringement,  Licensor shall promptly,  at its option, (i) procure
for  Licensee  the  rights  to  continue  using  the Third  Party  Software  and
Application  Software;  (ii)  replace the  infringing  Third  Party  Software or
Application  Software with  non-infringing  Third Party  Software or Application
Software of equal  performance  and quality which are  materially the functional
equivalent of the infringing Third Party Software or Application Software; (iii)
modify the infringing  Application  Software so it becomes  non-infringing while
materially  maintaining  the  functionality  thereof;  or  (iv)  if  none of the
foregoing  are  commercially  practicable,  remove the System and  terminate the
Marketing  Agreement and this License  Agreement  Licensor will then be released
from any further

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obligation  whatsoever  to Licensee with respect to the  infringing  part of the
Third Party Software or Application  Software.  Nothing in this Section shall be
deemed to make Licensor  liable for any patent or copyright  infringement  suits
that arise in connection with (a) designs,  modifications,  use,  integration or
data furnished by Licensee if infringement  would have been avoided by not using
or combining the  Application  Software with such other programs or data (except
the Third Party Software) or (b) if infringement  would have been avoided by the
use of an updated version made available to Licensee.

                  (b) Other.  Licensor  agrees to  indemnify  and hold  Licensee
harmless  against any and all  Liabilities  arising out of Licensor's  negligent
acts or omissions, intentional torts, or material breach of this Agreement.

                             ARTICLE 5. TERMINATION

         5.01 Cause for Termination. The license granted in this Agreement shall
terminate  automatically  and  without  further  notice upon the  occurrence  of
expiration of the term,  specified in Section 1.02 or of any renewal term in the
absence of a subsequent  renewal in accordance with the terms of this Agreement.
Licensor may terminate this  Agreement in the event that (a) Licensee  discloses
the  Software  to a third  party,  whether  directly or  indirectly  and whether
inadvertently or purposefully,  or (b) Licensee attempts to use, copy,  license,
or convey the Software in any manner  contrary to the terms of this Agreement or
in derogation of Licensor's  proprietary rights in the Application  Software. In
addition,  either party may terminate this  Agreement (and all licenses  granted
hereunder)  at any time if (a) the other party  breaches any term hereof  (other
than breaches by Licensee  pursuant to the preceding  sentence) or the Marketing
Agreement  and fails to cure such breach within 30 days 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.

         5.02 Effect of Termination.  Licensee agrees that on termination  under
Section 5.01, Licensor may recover all copies of Application  Software that have
been  delivered to or made by Licensee,  and (on  Licensor's  request)  Licensee
shall destroy all copies of the  Application  Software that are not recovered by
Licensor,  certify to Licensor that it has retained no copies of the Application
Software,  and acknowledge  that it may no longer use the Application  Software.
Upon  termination of the license,  Licensor's  obligations  under this Agreement
shall cease.

                            ARTICLE 6. MISCELLANEOUS

         6.01 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.

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         6.02  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.

         6.03  Assignment.  This  Agreement,  and  all  rights  and  obligations
hereunder,  are personal as to the parties  hereto and may not be  assigned,  in
whole or in part, by any of the parties to any other person, firm or corporation
without  the prior  written  consent  thereto by the other party  hereto,  which
consent will not be unreasonably  withheld;  except that either party may freely
assign any or all of its rights and  obligations  hereunder to any  affiliate or
any person acquiring all or  substantially  all of that party's stock or assets.
An  affiliate  is (a) an  entity  that  owns  all  or  substantially  all of the
outstanding stock of the entity so assigning, (b) an entity all or substantially
all of whose stock is owned by the entity so  assigning,  or (c) an entity under
common  ownership  with the entity so  assigning.  Such  assignee  entity  shall
thereupon be free to assign the rights and  obligations  under this Agreement to
any other affiliate.  Any assignment  contrary to the terms hereof shall be null
and void and of no force or effect.

         6.04 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.

         6.05 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,
Licensee did not rely on any  representations  or  warranties of Licensor 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.

         6.06 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.


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         6.07 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.

         6.08  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.

         6.09  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.

         6.10   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

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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.


PREFERRED VOICE, INC.                   RURAL CELLULAR
                                        CORPORATION

                                        on behalf of itself and its wholly owned
                                        subsidiaries and affiliates



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

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

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