EXHIBIT 10.11

                            IXplus LICENSE AGREEMENT

     THIS LICENSE  AGREEMENT  ("Agreement"),  dated as of April 23,  1991,  (the
"Effective  Date"),  is by and between  ELECTRONIC DATA SYSTEMS  CORPORATION,  a
Texas  corporation  ("EDS")  and MATRIX  Telecom,  a Texas  general  partnership
("Licensee").

     WHEREAS, Licensee desires to use certain software
proprietary to EDS; and

     WHEREAS, EDS is willing to license such software to Licensee upon the terms
and conditions set forth herein.

     NOW, THEREFORE, EDS and Licensee hereby agree as follows:

                             ARTICLE I - GRANT

1.1  Grant  of  License  to the  Licensed  Program.  Subject  to the  terms  and
conditions set forth in this Agreement, EDS grants to Licensee, a non-exclusive,
non-transferable license:

     (a)  to use (as provided in this Article I) on the equipment
          designated by type, model and serial number on Schedule
          1.1 hereto (the "Designated Equipment") and at the
          location designated on Schedule 1.1 hereto (the
          "Designated Location") one copy, in object code form,
          of EDS' proprietary computer software program known as
          the IXplus software, which software program is more
          specifically described on Schedule 1.1 (such program,
          including all new releases and modifications made
          thereto which are provided to Licensee pursuant to this
          Agreement, is referred to herein as the "Licensed
          Program"); and

     (b)  to use (as provided in this  Article I) one copy of the  documentation
          relating  to the  Licensed  Program,  including  a  user's  guide  and
          examples of menu screens and reports, setting forth specifications for
          the   Licensed    Program   provided   to   Licensee   by   EDS   (the
          "Documentation").

1.2  Delivery.  EDS shall deliver to Licensee the Licensed
     Program [as modified pursuant to Section 3.1(a)] and the
     Documentation at the Designated Location on or before the
     Delivery Date. For the purposes of this Agreement, the
     Delivery Date shall be the fifth working day after the date
     on which the later of the following occurs:  (a) the testing
     of the modifications to the Licensed Program made pursuant
     to Section 3.1(a) is completed, or (b) the improvements to
     the Designated Location required in order to adequately
     accommodate the Designated Equipment are completed.

1.3  Ownership.  For purposes of Section 117 of the Copyright Act
     of 1976, as amended, and for all other purposes, EDS shall
     be considered the owner of the Licensed Program and
     Documentation and all modifications made thereto, any copies
     thereof, and of all copyright, trade secret, patent and
     other intellectual or industrial property rights contained
     or evidenced therein. Physical copies of the Licensed
     Program (in diskette, tape or other form provided by EDS)
     and Documentation shall remain the property of EDS and such




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     copies  shall be deemed to be on loan to Licensee  during the License  Term
     (defined in Section 2.1 below).

1.4 Restrictions on Use.

     (a)  Data. The Licensed Program and Documentation shall be utilized only to
          process  Licensee's  data and  shall be  operated  only by  Licensee's
          employees.

     (b)  Designated Equipment and Location.  Further, the Licensed
          Program shall be operated only on the Designated
          Equipment and at the Designated Location, unless Licensee
          obtains EDS' prior written approval of a change in the
          Designated Equipment (including a change in any one or
          more of the following:  the  manufacturer, description,
          model number or serial number of the Designated
          Equipment) or the Designated Location, which approval
          shall not be unreasonably withheld.  EDS' approval
          regarding a change in the Designated Equipment which
          increases the processing capacity of the Designated
          Equipment or which involves the replacement of the
          Designated Equipment with different equipment which has
          greater processing capacity than the Designated Equipment
          shall be subject to payment by Licensee of the fees
          described in Section 5.3.  Any EDS-approved change in the
          Designated Equipment or the Designated Location shall be
          documented by amending Schedule 1.1 to reflect such
          change.

     (c)  Temporary Backup.  Licensee shall have the limited right
          without obtaining EDS' prior written approval, in the
          event that the Designated Equipment is inoperative due to
          (i) malfunction or (ii) engineering changes or similar
          occurrences, to temporarily use the Licensed Program on
          backup equipment until the Designated Equipment is
          restored to operative status.  In such case, the backup
          equipment shall, for all purposes hereunder, be deemed to
          be the Designated Equipment.  In no event shall
          Licensee's right to temporarily use the Licensed Program
          on backup equipment continue for a period exceeding
          thirty (30) days, unless Licensee obtains EDS' prior
          written approval, which approval shall not be
          unreasonably withheld.

1.5  Confidentiality.

     (a)  Non-disclosure.  The Licensed Program and Documentation
          will be disclosed by EDS to Licensee in confidence, and
          Licensee shall not cause or permit disclosure, display,
          loan, publication, transfer of possession (whether by
          sale, exchange, gift, operation of law or otherwise),
          sublicensing or other dissemination of the Licensed
          Program or Documentation, in whole or in part, to any
          third party without the prior written consent of EDS.
          Licensee shall limit use of and access to the Licensed
          Program to such of Licensee's employees as are directly
          involved in the utilization of the Licensed Program and
          who are bound to comply, with the confidentiality
          obligations set forth in this Agreement.

     (b)  Copying or Modifying.  Licensee  shall not reverse  assemble,  reverse
          compile or otherwise copy, reproduce,  recreate or modify the Licensed
          Program. Licensee may




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          make one copy of the  Licensed  Program  to be used as a backup  which
          will be  placed  in  archival  storage.  Licensee  shall  not  copy or
          reproduce the Licensed  Program or  Documentation  except as expressly
          provided for in this  Agreement.  Licensee  may copy or reproduce  the
          Documentation for distribution only to those employees of Licensee who
          are directly  involved in the use of the Licensed  Program and who are
          bound to comply with the confidentiality obligations set forth in this
          Agreement.

     (c)  Safeguards.  Licensee shall exercise reasonable
          precautions, no less vigorous than those Licensee uses to
          protect its own confidential information, to safeguard
          the Licensed Program and Documentation and to ensure that
          no unauthorized persons have access to the Licensed
          Program and Documentation, and to ensure that no persons
          authorized to have such access shall take any action
          which would be in violation of Sections 1.4 or 1.5 of
          this Agreement if taken by Licensee.  Licensee shall
          promptly report to EDS any actual or suspected violation
          of Sections 1.4 or 1.5 and Licensee shall, at its
          expense, take such further steps as may reasonably be
          requested by EDS to prevent or remedy any such violation
          and shall reimburse EDS for all reasonable expenses EDS
          incurs related to the remedy of  such violation.

1.6  Licensee's Responsibilities.

     Licensee  accepts  responsibility,  financial  and  otherwise,  for (i) the
     selection of the Licensed  Program to achieve the desired result,  (ii) the
     acquisition of a license from  CCMI/McGraw Hill for the Q-TEL 9000 software
     and  installation  of  such  software  prior  to  the  Delivery  Date  and,
     thereafter,  for  maintaining  the  license  for such  software  during the
     License Term (as defined in Section  2.1),  (iii) the  installation  of the
     Licensed Program [with assistance from EDS as provided  pursuant to Section
     3.1(b)], (iv) the use of the Licensed Program, and (v) the results obtained
     from the Licensed Program.

1.7  Copyright.  Licensee shall not alter or remove any copyright,
     trade secret, patent, proprietary and/or other legal notices
     contained on or in copies of the Licensed Program and
     Documentation.  Licensee shall include on all  copies of the
     Licensed Program or the Documentation which it may have in its
     possession, or create, whatever type of designation EDS may
     reasonably require to indicate that such material is the
     proprietary property of EDS or another party.

1.8  Verification.  At least twice each year during the License
     Term (as defined in Section 2.1), Licensee shall permit EDS
     access to Licensee's premises, computer systems and records
     related to this Agreement and the use of the Licensed Program
     and Documentation so that EDS may conduct, at EDS'  expense,
     an investigation to determine Licensee's compliance with the
     terms of this Agreement.  EDS shall notify Licensee at least
     10 days prior to the date EDS desires such access, and
     Licensee shall provide such access during Licensee's normal
     business hours on the date indicated in the notice.

1.9  Injunctive Relief.  Licensee acknowledges and agrees that the
     Licensed Program and the Documentation are the valuable
     property and trade secrets of EDS or other parties, that any




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     violation  by  Licensee of the  provisions  of Article I would cause EDS or
     such other parties irreparable injury for which they would have no adequate
     remedy at law, and that,  in addition to any other  remedies  which EDS may
     have,  it shall be  entitled to  preliminary  and other  injunctive  relief
     against any such violation.

1.10 Survival. Notwithstanding anything to the contrary herein, the restrictions
     set forth in this Article I shall  survive any  termination  of the License
     Term,  the  Maintenance  Service  Term (as defined in Section  2.2) and any
     Extension  Period  (as  defined in Section  2.2)  until the  provisions  of
     Section 7.4 of this  Agreement  have been fully  complied with or have been
     waived in writing by EDS.

                         ARTICLE II - TERM

2.1  Term of  License.  The term of the  license  granted  under this  Agreement
     pursuant  to Section  1.1 shall  commence  on the  Delivery  Date and shall
     continue in perpetuity,  unless terminated  pursuant to Article VII of this
     Agreement (the "License Term").

2.2  Term of Maintenance Service.  The term during which the
     maintenance services described at Section 3.3 of this
     Agreement shall be provided shall consist of two phases:   the
     Free Maintenance Service Period and the Maintenance  Service
     Term, unless earlier terminated pursuant to Article  VII of
     this Agreement.  The Free Maintenance Service Period  shall
     commence on the Installation Date [as defined in  Section
     3.1(b)] and shall continue for six months after the
     Installation Date.  The Maintenance Service Term shall
     commence on the first day of the seventh month after the
     Installation Date (the first "Maintenance Service Fee Date")
     and shall end on the fifth anniversary of the Maintenance
     Service Fee Date; provided, however, the Maintenance Service
     Term shall be automatically extended for additional one  year
     periods (each such one-year period is referred to  herein as
     an "Extension Period") unless either EDS or  Licensee shall
     have given written notice of its desire to not extend the
     Maintenance Service Term at least thirty (30)  days prior to
     the end of the Maintenance Service Term or  prior to the end
     of any Extension Period.


     ARTICLE III - CUSTOMIZATION, INSTALLATION, TRAINING AND
     MAINTENANCE

3.1  Customization and Installation Assistance.

     (a)  Customization.  EDS and Licensee shall jointly develop
          and implement a plan ("Customization Plan") to modify the
          Licensed Program in accordance with those requirements of
          Licensee which are agreed upon by EDS. The Customization
          Plan shall identify the tasks required to be performed by
          each party in connection with the definition and analysis
          of Licensee's requirements and the design, construction
          and testing of the modifications to the Licensed Program.
          To perform those tasks anticipated to be assigned to EDS
          in the Customization Plan, the parties estimate that the
          effort required will be 6 Person-Months (as defined in
          Section 5.4); notwithstanding the foregoing, the parties
          acknowledge and agree that such estimate was determined




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          for planning purposes only and shall not be binding on
          either party.

     (b)  Installation.  Commencing on the Delivery Date and
          continuing until the Installation Date (as defined
          herein) , EDS shall provide to Licensee up to the number
          of hours of installation assistance set forth on Schedule
          3. 1; provided, however, EDS shall be relieved of its
          obligation to provide installation assistance until and
          unless Licensee has fulfilled its obligation to acquire
          and install the Q-TEL 9000 software pursuant to Section
          1.6(ii). For the purposes of this Agreement, the
          "Installation Date" shall be the earlier of (i)  the date
          on which the first bills of Licensee are produced for
          delivery or mailing using the Licensed Program (bills
          produced for testing purposes only would not be
          considered to be produced for delivery or mailing), or
          (ii) the date on which the last hour of the amount of
          installation assistance set forth on Schedule 3.1 is
          expended.  If Licensee requests that EDS provide
          installation assistance in addition to the amount of
          installation assistance set forth on Schedule 3.1, such
          assistance would be provided as an Additional Service
          pursuant to Section 3.4.

3.2  Training.  EDS  shall  provide  to  Licensee  up to the  number of hours of
     training set forth on Schedule 3.1  regarding  the use and operation of the
     Licensed  Program.   If  Licensee  requests  that  EDS  provide  additional
     training, such training would be provided as an Additional Service pursuant
     to Section 3.4.

3.3  Maintenance.

     (a)  Maintenance Service.

          (i)  During the Maintenance Service Term and any
               Extension Period, EDS will use all reasonable
               efforts to repair or replace the then current
               release of the Licensed Program if it is not
               performing substantially in accordance with the
               Documentation, upon receiving written notice of the
               nonperformance from Licensee in accordance with
               Section 3.3(b).  The methods and techniques for
               resolving nonperformance will be at the sole
               discretion of EDS.  If the Designated Equipment can
               be accessed remotely through dial-up capability or
               otherwise, Licensee shall make such remote access
               capability available to EDS for use in performing
               maintenance services.

         (ii)  If after  reasonable  efforts to repair or replace  the  Licensed
               Program which is not performing  substantially in accordance with
               the  Documentation,  EDS  is  unable  to  make  such  repairs  or
               replacement,  Licensee's  sole  remedy  shall be the refund of an
               amount  not to exceed the actual  payments  received  by EDS from
               Licensee pursuant to this Agreement.

        (iii)  EDS shall have no  obligation  to repair or replace the  Licensed
               Program if the nonperformance is found by EDS to have been caused
               or contributed to by computer equipment  malfunction,  Licensee's
               negligence or fault, Licensee's failure to follow




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               instructions  as set  forth  in the  Documentation,  improper  or
               unauthorized use of the Licensed Program,  unauthorized  hardware
               changes,   changes  in  any   software   not   provided  by  EDS,
               modifications  made by or on  behalf  of  Licensee,  or any other
               cause  beyond  the  control  of EDS.  However,  if  requested  by
               Licensee,  EDS will provide Licensee with assistance in resolving
               any  nonperformance  resulting  from such causes as an Additional
               Service pursuant to Section 3.4.

     (b)  Notice.  To obtain the maintenance services described
          in Section 3.3(a), Licensee must provide EDS with the
          following during the Maintenance Service Term and any
          Extension Period: (i) written notice to the maintenance
          service address set forth on Schedule 9.3 of the
          operating problem which includes the information
          described in this Section 3.3(b) or notice by telephone
          to the maintenance service telephone number set forth on
          Schedule 9.3 of the information described in this Section
          3.3(b) which information is documented in a written
          notice delivered to the maintenance service address by
          facsimile transmission or overnight mail within 24 hours
          after the telephone notice was given, (ii) a detailed
          description of the failure to perform substantially in
          accordance with the Documentation, (iii) a detailed
          description of the operating conditions, including the
          specific hardware/software configuration, under which
          such failure to perform occurred, and (iv) a
          representative sample of inputs and outputs for
          replicating and analyzing such failure to perform.

     (c)  New Releases.  From time to time, EDS may make updates,
          improvements or changes to the Licensed Program in
          separate releases to the Licensed Program which are
          designed to enhance operating performance without
          changing the basic functions of the Licensed Program.
          During the Maintenance Service Term and any Extension
          Period and in consideration of the Maintenance Service
          Fee, EDS will make all new releases available to Licensee
          which are generally made available to EDS 1, other
          licensees of the Licensed Program and will provide
          revisions to the Documentation necessary to reflect the
          updates, improvements or changes included in such new
          releases. EDS may discontinue maintenance services as
          described in Section 3.3(a) for a prior release of the
          Licensed Program replaced by a new release one hundred
          eighty (180) days after the date such new release is
          first made available. EDS will provide to Licensee
          maintenance services as described in Section 3.3(a) for
          prior releases of the Licensed Program which Licensee
          elects to continue to use as an Additional Service
          pursuant to Section 3.4, so long as Licensee continues to
          pay for and receive maintenance services for the most
          current release of the Licensed Program in anticipation
          of eventually using the most current release.

     (d)  Requested   Changes.   Any   changes  to  the   Licensed   Program  or
          Documentation requested by Licensee which EDS, in its sole discretion,
          has not or does not  intend  to make  part of a new  release  would be
          provided  as  an  Additional  Service  pursuant  to  Section  3.4.-3.4
          Additional  Services.  Licensee may from time to time request that EDS
          provide




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          support  or  services  which  are  beyond  the  scope or amount of the
          support or services provided  pursuant to this Agreement  ("Additional
          Services").  Any requested Additional Services will be provided by EDS
          to Licensee on such terms as are mutually  agreed upon by Licensee and
          EDS and  documented  in  writing,  including  without  limitation  the
          description of the Additional Services to be provided, the price to be
          paid, and any other appropriate terms and conditions.


                        ARTICLE IV - WARRANTY

4.1  Rights in Licensed  Program.  EDS hereby  represents and warrants that from
     the  Effective  Date until the  expiration  of the License  Term it has all
     rights,  title,  ownership  interest and/or  marketing  rights necessary to
     grant the rights and license to Licensee set forth herein.

4.2  Nonperformance  of  Licensed  Program.  EDS  further  warrants  that on the
     Delivery  Date  the  Licensed   Program  shall  be  capable  of  performing
     substantially in accordance with the  Documentation.  EDS shall resolve any
     failure of the Licensed Program to perform substantially in accordance with
     the Documentation pursuant to the terms and conditions of Section 3.3.

4.3  Limitation on warranty.  EDS does not warrant that the
     functions contained in the Licensed Program will meet
     Licensee's requirements or that the operation of the Licensed
     Program will be uninterrupted or error free.  Further, EDS
     shall have no responsibility with respect to Licensee's data
     files.  The remedies of Licensee set forth in Sections 3.3(a)
     and in Section 8.1 shall be exclusive and EDS' liability for
     all matters relating to the warranties set forth in this
     Article IV shall be limited as provided in Sections 3.3(a),
     8.1 and 8.2.

4.4  No Other Warranties.  THE WARRANTIES CONTAINED IN THIS ARTICLE
     IV ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY
     EDS.  EDS MAKES AND LICENSEE RECEIVES NO OTHER WARRANTY
     EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES
     OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE
     STATED EXPRESS WARRANTIES ARE IN LIEU OF ALL LIABILITIES OR
     OBLIGATIONS OF EDS FOR DAMAGES  ARISING OUT OF OR IN
     CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF THE
     LICENSED PROGRAM.


                  ARTICLE V - PAYMENTS TO EDS

5.1  License  Fee.  Licensee  shall  pay to EDS for  the  grant  of the  license
     pursuant to Section 1.1 hereunder a license fee in the amount  indicated on
     Schedule 5.1 ("License Feel') payable as follows:

     (a)  Licensee shall pay to EDS one-half of the License Fee on
          the Delivery Date, and

     (b)  Licensee  shall  pay  to  EDS  one-half  of  the  License  Fee  on the
          Installation Date.

5.2  Maintenance Service Fee.





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     (a)  Amount of Fee.  For each year during the Maintenance
          Service Term and any Extension Period, Licensee shall pay
          to EDS for the maintenance services provided pursuant to
          Section 3.3 the applicable annual maintenance service fee
          ("Maintenance Service Fee") at the time for payment
          indicated in Section 5.2(b).  The applicable Maintenance
          Service Fee shall be determined in accordance with the
          following procedures:

          (i)  Fee for First  Year.  Subject to Section  5.3(b) the  Maintenance
               Service  Fee  applicable  for the first  year of the  Maintenance
               Service Term is indicated on Schedule 5.1.

          (ii) Fee  for  Subsequent  Years.   Subject  to  Section  5.3(b),  the
               Maintenance Service Fee applicable for the remaining years of the
               Maintenance  Service Term and any Extension  Periods shall be the
               lesser  of:  (x)  the  amount  of  the  Maintenance  Service  Fee
               indicated on EDS' License and Maintenance Service Fee Schedule in
               effect on the  Maintenance  Service Fee Date for the then current
               year for the Designated Equipment in use on such date, or (y) the
               sum of the amount of the Maintenance Service Fee indicated on EDS
               License and  Maintenance  Service  Fee  Schedule in effect on the
               Maintenance   Service  Fee  Date  for  the  prior  year  for  the
               Designated  Equipment in use on the Maintenance  Service Fee Date
               for the then current year, plus 10% of such amount.

          The License  and  Maintenance  Service  Fee  Schedule in effect on the
          Effective  Date is attached to this  Agreement  as Schedule  5.2.  The
          License  and  Maintenance  Service  Fee  Schedule  may be  amended  or
          replaced  by a new  schedule  from  time to  time  by EDS in its  sole
          discretion,  which new  schedule  shall be deemed to amend and replace
          the License and Maintenance  Service Fee Schedule attached as Schedule
          5.2. The new  schedule  shall be provided to Licensee at least 45 days
          before the day the new rates are effective.

     (b)  Payment  of Fee.  Licensee  shall  pay the  first  annual  Maintenance
          Service Fee on the first Maintenance  Service Fee Date, and subsequent
          annual  Maintenance  Service  Fees  shall  be  paid  each  year on the
          anniversary  of the first  Maintenance  Service  Fee Date  (each  such
          anniversary is also referred to herein as a  "Maintenance  Service Fee
          Date").

5.3  Upgrade in Designated Equipment.

     (a)  Upgrade Fee.  If during the License Term Licensee
          upgrades the Designated Equipment to increase its
          processing capacity or replaces the Designated Equipment
          with different equipment which has greater processing
          capacity than the Designated Equipment, Licensee shall
          pay to EDS on or before the upgrade or replacement of the
          Designated Equipment occurs an upgrade fee ("Upgrade
          Fee") in an amount equal to the difference resulting when
          the amount of the License Fee paid by Licensee is
          subtracted from the amount of the then current licensee
          fee applicable to the upgraded or replaced Designated




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          Equipment as indicated  on EDS'  License and  Maintenance  Service Fee
          Schedule then in effect. The following  illustrates the calculation of
          the Upgrade Fee:

          Then Current License
          Fee Applicable to
          Upgraded or Replaced    -    Amount of     =    Upgrade
          Designated Equipment         License Fee        Fee
          Per Schedule 5.2             Paid

          As provided in Section  5.2, the License and  Maintenance  Service Fee
          Schedule in effect on the Effective Date is attached to this Agreement
          as Schedule  5.2,  and may be amended  from time to time by EDS in its
          sole discretion.

     (b)  Change in Maintenance Service Fee.  If the upgrade or
          replacement of the Designated Equipment occurs on or
          before the first Maintenance Service Fee Date, Licensee
          shall pay on such date the Maintenance Service Fee
          applicable for the upgraded or replaced Designated
          Equipment as indicated on EDS' License and Maintenance
          Service Fee Schedule in effect on the first Maintenance
          Service Fee Date. If the upgrade or replacement of the
          Designated Equipment occurs at any time after the first
          Maintenance Service Fee Date, Licensee shall pay on the
          next Maintenance Service Fee Date occurring on or after
          the upgrade or replacement of the Designated Equipment,
          the sum of (i) an amount equal to: the difference between
          the amount of the Maintenance Service Fee paid on the
          immediately previous maintenance Service Fee Date and the
          Maintenance Service Fee applicable for the upgraded or
          replaced Designated Equipment as indicated on EDS'
          License and Maintenance Service Fee Schedule in effect at
          the time the upgrade or replacement of the Designated
          Equipment occurs, multiplied by the number of months
          which would occur from the time the upgrade or
          replacement until the next Maintenance Service Fee Date,
          and divided by 12, as illustrated in the following
          formula:

                                                      Months from
Then Current Maintenance                              upgrade to
Service Fee Applicable      Maintenance Service       Maintenance
to Upgraded/Replaced    -   Fee Paid             X    Service Fee
Designated Equipment        Previously                Date
Per Schedule 5.2                                           12

     =    Change Amount

          plus (ii) the  Maintenance  Service Fee applicable for the upgraded or
          replaced  Designated   Equipment  as  determined  in  accordance  with
          Sections 5.2(a)(i) and (ii). Subsequent Maintenance Service Fees shall
          be determined in accordance with Section 5.2(a)(ii).

5.4  Customization Charge.  In addition to the other fees described
     in Article 5, Licensee shall pay to EDS a monthly charge
     ("Customization Charge") of $12,000 per Person-Month (as
     defined herein) for the services performed by EDS pursuant to
     Section 3.1(a).  For the purposes of this Section 5.4, the
     term "Person-Month" shall mean one person provided for that
     number of working days which occur during the applicable
     month.  The Customization Charge for any partial month shall




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     be prorated on a per them basis.

5.5  Out-of-Pocket Expenses.  In addition to the other fees
     described in Article 5, Licensee shall pay, or reimburse EDS
     for, the reasonable out-of-pocket expenses incurred by EDS
     with the approval of Licensee, including but not limited to,
     the travel, meals and lodging expenses incurred by EDS
     personnel performing the installation assistance, training,
     maintenance service and any Additional Services described in
     this Agreement.

5.6  Time for Payment.  Except as otherwise provided herein, any
     sum due EDS hereunder shall be due and payable within thirty
     days after receipt by Licensee of an invoice from EDS.  Any
     sum due EDS hereunder that is not paid to EDS within thirty
     calendar days after its due date shall thereafter bear
     interest until paid at the lesser of (i) two percent per annum
     more than the prime rate established from time to time by
     Citibank N.A., New York, or (ii) the maximum rate of interest
     allowed by applicable law.

5.7  Taxes.  There will be added to any charges hereunder, and
     Licensee shall pay to EDS, all taxes, assessments, duties,
     permits and fees, however designated or levied, which are
     based upon any charges under this Agreement, or upon this
     Agreement or the Licensed Program, services or materials
     provided hereunder, or their use, including without limitation
     state and local privilege or excise taxes based on gross
     revenue, sales and use taxes, and any taxes or amounts in lieu
     thereof paid or payable by EDS in respect of the foregoing,
     but excluding franchise taxes and taxes based on the net
     income of EDS.


                     ARTICLE VI - ARBITRATION

6.1  Arbitration.  In the event that the  parties  are not able to  resolve  any
     dispute or controversy through informal  discussions,  the parties agree as
     follows:

     (a)  Procedures.  All disputes and controversies between the
          parties of every kind and nature, including but not
          limited to, those arising under or in connection with
          this Agreement, including the creation, validity
          interpretation, breach or termination of the License
          Term, Maintenance Service Term or any Extension Period,
          shall be submitted to arbitration using the following
          procedure:

          (i)  Either  party may demand  arbitration  in  writing,  stating  the
               nature of the controversy  and naming the arbitrator  selected by
               it.

         (ii)  Within thirty days after such demand, the other
               party shall name its arbitrator, and the two named
               arbitrators shall, within sixty days thereafter,
               select the third arbitrator to serve on the
               arbitration panel. The two arbitrators named by the
               parties may have prior relationships with the
               naming party, which in a judicial setting would be
               considered a conflict of interest.  The third
               arbitrator, selected by the first two, should be a
               neutral participant, with no prior working




<PAGE>



               relationship with either party.

        (iii)  The arbitration  shall be governed by the Commercial  Arbitration
               Rules of the American Arbitration
               Association.

         (iv)  The arbitration shall be conducted in Dallas, Texas.

          (v)  Each party  shall bear its own  arbitration  costs and  expenses;
               provided,  however,  the arbitrators may modify the allocation of
               fees,  costs  and  expenses  in the  award in those  cases  where
               fairness  dictates  other than an equal  allocation  between  the
               parties.

         (vi)  The  arbitrators  shall allow such discovery as is appropriate to
               the purposes of arbitration  in  accomplishing  fair,  speedy and
               cost  effective  resolution of disputes.  The  arbitrators  shall
               reference  the rules of evidence  of the  Federal  Rules of Civil
               Procedure  then  in  effect   insetting  the  direction  of  such
               discovery.

        (vii)  The award shall be final and binding on the parties, and judgment
               on the  award  may be  entered  in and  enforced  by any court of
               competent jurisdiction.

     (b)  Exclusive Remedy.  Other than those matters involving
          injunctive relief as a remedy, or any action necessary to
          enforce the award of the arbitrators, the parties agree
          that the provisions of this Section 6.1 are a complete
          defense to any suit, action or other proceeding
          instituted in any court or before any administrative
          tribunal with respect to any dispute or controversy
          arising out of or in connection with this Agreement.  The
          provisions of this Section 6.1 will survive termination
          of the License Term, the Maintenance Service Term and any
          Extension Period. Nothing in this Section prevents the
          parties from exercising their rights to terminate the
          License Term, the Maintenance Service Term or any
          Extension Period as specified in this Agreement.

     (c)  Continued Performance.  Unless EDS is bringing an action
          under this Section for nonpayment by Licensee, EDS shall
          continue to provide services, if applicable, under this
          Agreement during the arbitration proceedings and Licensee
          shall continue to make payments to EDS in accordance with
          this Agreement. Any disputed payments shall be paid into
          an interest-bearing escrow account, structured by
          agreement of the parties, or as ordered by the
          arbitrators if agreement can not be reached, for
          distribution in accordance with the arbitrators' award.
          If a disputed payment is paid into an escrow account on
          or before its due date, the interest accruing on the
          escrow account shall be paid to the party to whom the
          arbitrators award the disputed amount.


                   ARTICLE VII - TERMINATION

7.1  Termination  for Cause. If either party hereto  materially  defaults in the
     performance of any of its obligations




<PAGE>



     hereunder (other than a payment  obligation) and if such default  continues
     for more than thirty (30) days after written notice  specifying the default
     is given to the defaulting  party,  then the other party may, by giving the
     defaulting party written notice thereof,  terminate the License Term and/or
     the Maintenance Service Term or any Extension Period as of a date specified
     in such notice of termination.

7.2  Termination for Adverse Change in Business.  If (i) Licensee
     ceases to carry on its business, (ii) a receiver or similar
     officer is appointed for Licensee, (iii) Licensee makes an
     assignment for the benefit of, or a composition with, its
     creditors, or another arrangement of similar import, or (iv)
     if proceedings under any bankruptcy or insolvency law are
     commenced by or against Licensee, then in such event EDS may,
     by giving Licensee written notice thereof, terminate the
     License Term and/or the Maintenance Service Term or any
     Extension Period as of a date specified in such notice of
     termination.

7.3  Termination for Nonpayment.

     (a)  License Fees. In the event  Licensee  defaults in the payment when due
          of the License Fee or the  Upgrade Fee due to EDS  hereunder  and does
          not cure such  default  within  fifteen  (15) days after  being  given
          written notice of such default, then EDS may, by giving written notice
          thereof to Licensee, terminate the License Term as of a date specified
          in such notice of termination.

     (b)  Maintenance Service and Other Fees.  In the event
          Licensee defaults in the payment when due of any
          Maintenance Service Fee or any other amount due to EDS
          hereunder and does not cure such default within fifteen
          (15) days after being given written notice of such
          default, then EDS may, by giving written notice thereof
          to Licensee, terminate the Maintenance Service Term or
          any Extension Period as of a date specified in such
          notice of termination.

7.4  Rights Upon Termination.  Upon termination of the License Term
     for any reason, then, in addition to any other rights which
     either party may have, Licensee shall promptly return to EDS
     all copies of the Licensed Program and the Documentation in
     Licensee's possession and completely erase the Licensed
     Program and all elements thereof from the Designated Equipment
     and any other computer system of Licensee and upon EDS'
     request, shall execute and deliver to EDS a written
     certification that Licensee has complied with the provisions
     of this Section and no longer retains any material relating to
     the Licensed Program or the Documentation.


     ARTICLE VIII - INDEMNIFICATION, REMEDIES AND LIABILITY

8.1  Infringement Indemnity.

     (a)  Defense of Claim.  EDS will defend any action brought against Licensee
          to the extent that such  action is based on a claim that the  Licensed
          Program or Documentation  used within the scope of the license granted
          herein, in whole or in part infringes (i) a copyright  perfected under
          United States statute, (ii) a patent granted under




<PAGE>



          United States law, or (iii) constitutes an unlawful disclosure, use or
          misappropriation  of another  party's trade secret.  EDS will bear the
          expense  of such  defense  and pay any  costs  and  damages  which are
          finally  awarded as a result of such  claim,  provided  that  Licensee
          notifies EDS promptly in writing of the claim and that Licensee allows
          EDS to fully direct the defense or settlement of such claim. EDS shall
          not be responsible  for any settlement or compromise  made without its
          consent.

     (b)  Continued Right to Use.  Should the Licensed Program or
          the Documentation become, or in EDS' opinion be likely to
          become, the subject of a claim of infringement of a
          copyright or patent, EDS will attempt to procure for
          Licensee the right to continue using the Licensed Program
          or Documentation, or replace or modify the Licensed
          Program or Documentation to make its use hereunder
          non-infringing.  If with respect to the Licensed Program
          neither option is reasonably available in EDS' judgment,
          (i) Licensee shall return the Licensed Program and the
          Documentation to EDS, and (ii) the License Term, the
          Maintenance Service Term and any Extension Period and all
          of the rights granted hereunder shall terminate.

     (c)  Infringement Caused by Licensee.  EDS shall have no
          liability to Licensee under this Section 8.1 or under any
          other provision of this Agreement, if any claim of
          infringement is based upon the use of the Licensed
          Program or Documentation delivered hereunder in
          combination with equipment, devices or software not
          supplied by EDS, the use of the Licensed Program in an
          application or environment for which it was not designed
          or was not contemplated under this Agreement, or the
          modification of the Licensed Program by anyone other than
          EDS or its employees or agents. Further, Licensee shall
          indemnify and hold EDS harmless from any liability, loss,
          claim or damage to persons or property arising out of
          Licensee's possession, operation, use or modification of
          the Licensed Program or arising out of the fault or
          negligence of Licensee, its employees or agents, and
          shall indemnify EDS from any expense or cost incurred if
          any such claims are made.

     (d)  Entire  Obligation.  This Section 8.1 states EDS' entire obligation to
          Licensee regarding infringement.

8.2  Remedies and Limit of Liability.  For all claims relating to
     this Agreement, whether in contract or in tort, Licensee's
     exclusive remedy  shall be (i) for a breach of any warranty,
     the correction of such breach at no charge to Licensee as
     described in Section 4.3, and (ii) for any other claim,
     including a claim of a failure to correct a breach of
     warranty, the recovery of Licensee's actual, direct damages up
     to, in  the aggregate, an amount equal to the total amount of
     all fees paid to EDS by Licensee under this Agreement.  This
     limitation will apply regardless of the form of action,
     whether in contract or in tort, including negligence.  EDS
     shall have no liability for any punitive, indirect or
     consequential damages, including lost profits, lost income or
     lost savings, or for any claim against Licensee by any other
     party [except as provided in Section 8.1(a)].  Further,
     neither party may assert any cause of action against the other




<PAGE>



     party which  accrued  more than two (2) years prior to the filing of a suit
     alleging such cause of action.  The  limitations  described in this Section
     8.2 will not apply to the  payment  of costs  and  damages  referred  to in
     Section 8.1(a).

8.3  Acknowledgement.  The parties acknowledge that each of the
     provisions of this Agreement including the fees for the
     license and services were based in part on the limitations
     contained in Section 8.2 and that each party fully understands
     and accepts the obligations and limitations described in this
     Agreement. The parties further acknowledge and agree that the
     obligations and limitations described in Section 8.2 shall
     survive the termination of the License Term, the Maintenance
     Service Term and any Extension Period.


                    ARTICLE IX - MISCELLANEOUS

9.1  Other Confidential Information.  In addition to the provisions
     of Section 1.5, each party shall use the same means as it uses
     to protect its own confidential information, but in any event
     not less than reasonable means, to  prevent the disclosure and
     to protect the confidentiality of both (i) written information
     received from the other party which is marked or identified as
     confidential; and (ii) oral or visual information identified
     as confidential at the time of disclosure. The information
     described in the preceding sentence at (i) and (ii) shall be
     referred to in this Agreement as "Confidential Information".
     Each party shall use Confidential Information received from
     the other party only in connection with the purposes of this
     Agreement. The foregoing shall not prevent either party from
     disclosing Confidential Information which belongs to such
     party or is (i) already known by the recipient party without
     an obligation of confidentiality; (ii) publicly known or
     becomes publicly known through no unauthorized act of the
     recipient party; (iii) rightfully received from a third party;
     (iv) independently developed by the recipient party without
     use of the other party's Confidential Information; (v)
     disclosed without similar restrictions to a third party by the
     party owning the Confidential Information; (vi) approved by
     the other party for disclosure; or (vii) required to be
     disclosed pursuant to a requirement of a governmental agency
     or law so long as the disclosing party provides the other
     party with notice of such requirement prior to any such
     disclosure.  The provisions of this Section 9.1 will survive
     the expiration or termination of the Maintenance Service Term,
     or if extended, the last Extension Period, for a period of
     three years.

 9.2 Assignment. This Agreement shall be binding on the parties hereto and their
     successors  and assigns,  but Licensee may not assign this Agreement or the
     license  granted  pursuant  to this  Agreement  without  the prior  written
     consent of EDS,  which  consent  shall not be  unreasonably  withheld.  The
     parties  acknowledge  and  agree  that  the  following  includes,   without
     limitation,  circumstances  in  which it  shall  be  reasonable  for EDS to
     withhold  its consent to the proposed  assignment  of this  Agreement:  the
     proposed  assignment  to a  competitor  of EDS or to an  entity  which is a
     higher credit risk than Licensee.  Notwithstanding the foregoing,  EDS will
     have the right to  subcontract  portions of the services to be performed by
     it pursuant hereto; provided, however, no such subcontract will




<PAGE>



     relieve EDS of any of its obligations hereunder.

9.3  Notice.  Wherever under this Agreement one party is required
     to give notice to the other, such notice shall be deemed given
     if actually delivered or on the third day after mailing, if
     mailed by United States mail, first-class, postage prepaid,
     and addressed as provided on Schedule 9.3. Either party may at
     any time change its address for notification purposes by
     mailing a notice stating the change and setting forth the new
     address.

9.4  Headings.  The article and section  headings and the table of contents used
     herein are for reference and convenience  only and shall not enter into the
     interpretation hereof.

9.5  Relationship  of Parties.  EDS, in  furnishing  services  to  Licensee,  is
     providing  services  only  as  an  independent  contractor.  EDS  does  not
     undertake  by this  Agreement or  otherwise  to perform any  obligation  of
     Licensee, whether regulatory or contractual.

9.6  Force Majeure.  Each party hereto shall be excused from
     performance hereunder (other than the performance of payment
     obligations) for any period and to the extent that it is
     prevented from performing pursuant hereto, in whole or in
     part, as a result of delays caused by the other party or an
     act of God, war, civil disturbance, court order, labor
     dispute, third party nonperformance, or other cause beyond its
     reasonable control, including failures, fluctuations or
     non-availability of electrical power, heat, light, air
     conditioning or telecommunications equipment, and such
     nonperformance shall not be a default hereunder nor a  ground
     for termination of the License Term, Maintenance Service Term
     or any Extension Period.

9.7  Severability.  If any provision of this Agreement is declared
     or found to be illegal, unenforceable or void (other than a
     provision relating to a payment obligation) then both parties
     shall be relieved of all obligations  arising under such
     provision, but if the remainder of this Agreement shall not be
     affected by such declaration or finding, then each provision
     not so affected shall be enforced to the extent permitted by
     law.

9.8  Attorneys' Fee.  If any legal action or other proceeding is
     brought for the enforcement of this Agreement, or because of
     an alleged dispute, breach, default or misrepresentation in
     connection with any of the provisions of this Agreement, the
     prevailing party shall be entitled to recover reasonable
     attorneys' fees and other costs incurred in that action or
     proceeding, in addition to any other relief to which it may be
     entitled.

9.9  Media Releases.  All media releases, public announcements and
     public disclosures by Licensee or its employees or agents
     relating to this Agreement or its subject matter, including
     without limitation promotional or marketing material, but not
     including any announcement intended solely for internal
     distribution at Licensee or any disclosure required by legal,
     accounting or regulatory requirements beyond the reasonable
     control of Licensee, shall be coordinated with and approved by
     EDS in writing prior to the release thereof, which approval
     shall not be unreasonably withheld.




<PAGE>



9.10 No Third Party Beneficiary. Nothing in this Agreement may be relied upon or
     shall benefit any party other than the parties hereto.

9.11 Waiver.  No delay or omission by either  party hereto to exercise any right
     or power accruing upon any noncompliance or default by the other party with
     respect to any of the terms of this  Agreement  shall impair any such right
     or power or be construed to be a waiver thereof.  A waiver by either of the
     parties  hereto of any of the  covenants,  conditions,  or agreements to be
     performed  by the  other  shall  not be  construed  to be a  waiver  of any
     succeeding breach thereof or of any other covenant,  condition or agreement
     herein contained.

9.12 Entire Agreement.  This Agreement  constitutes the entire agreement between
     the  parties  with  respect  to the  subject  matter  hereof.  There are no
     understandings or agreements  relative hereto which are not fully expressed
     herein  and,  except as provided  herein,  no change,  waiver or  discharge
     hereof shall be valid  unless in writing and executed by the party  against
     whom such change, waiver or discharge is sought to be enforced.

9.13 Governing  Law.  THIS  AGREEMENT  SHALL BE  GOVERNED  BY AND  CONSTRUED  IN
     ACCORDANCE  WITH THE LAWS,  OTHER THAN CHOICE OF LAW RULES, OF THE STATE OF
     TEXAS. IN WITNESS  WHEREOF,  EDS and Licensee have caused this Agreement to
     be signed by their  duly  authorized  representatives  as of the  Effective
     Date.

ELECTRONIC DATA SYSTEMS          MATRIX TELECOM
CORPORATION


By: /s/ BOB A. MCCLESKEY         By: /s/ DENNIS L. MIGA
--------------------------       -------------------------------
        Bob A. McCleskey                 Dennis L. Miga
        Regional Vice President          Managing Partner






<PAGE>




             AMENDMENT NUMBER ONE TO IXplus LICENSE AGREEMENT
                                  BETWEEN
                    ELECTRONIC DATA SYSTEMS CORPORATION
                                    AND
                              MATRIX TELECOM


     THIS  AMENDMENT  NUMBER ONE,  dated as of the 1st day of October,  1992, is
between  Electronic  Data  Systems   Corporation   ("EDS")  and  MATRIX  Telecom
("Licensee"),  and is an  amendment  of that certain  IXplus  License  Agreement
between EDS and Licensee dated as of April 23, 1991 (the "Agreement").

     For and in  consideration  of the mutual  agreements of the parties  herein
contained and other good and  sufficient  consideration  the receipt of which is
hereby acknowledged, EDS and Licensee agree as follows:

1.   Effective  as of the date of the  Agreement  and at no  additional  cost to
     Licensee,  Section  1.1(a)  of the  Agreement  is  amended  to  read in its
     entirety as follows:

     "to use (as provided in this Article I) on the equipment designated by type
     and model on Schedule 1.1 hereto (the  "Designated  Equipment")  and at the
     location  designated  on Schedule  1.1 hereto (the  "Designated  Location")
     multiple  copies,  in object and  source  code  form,  of EDS'  proprietary
     computer  software  program known as the IXplus  software,  which  software
     program is more  specifically  described  on  Schedule  1.1 (such  program,
     including all new releases and modification made thereto which are provided
     to  Licensee  pursuant  to this  Agreement  is  referred  to  herein as the
     "Licensed Program"); and"

2.   Effective as of the date of this Amendment, Section 5.2 of the Agreement is
     amended to read in its entirety as follows:

     "Maintenance Service Fee. For each year during the Maintenance Service Term
     and any  Extension  Period,  Licensee  shall  pay to EDS for the  right  to
     receive new  releases to the  Licensed  Program  pursuant to Section 3.3, a
     maintenance  service  fee  ("Maintenance  Service  Fee") equal to the total
     aggregate  number of billable  messages  processed by Licensee  each month,
     multiplied by $.00075 per Billable Message. A "Billable Message" shall mean
     any group of data which represents the statistical  nature of a single long
     distance  telephone call for the purpose of billing  and/or  reporting such
     telephone  calls on  behalf of the  company  providing  such long  distance
     telephone  service to its  customers,  and can be  identified  with a valid
     customer account, rated, taxed and presented to a customer for payment. The
     monthly  Maintenance  Service Fee to be paid by Licensee  shall be adjusted
     bi-annually based on Licensee's highest Billable Message volume for any one
     month during the prior six-month period, multiplied by $.00075 per Billable
     Message.  At the end of each six month period,  Licensee  shall provide EDS
     with the actual number of Billable  Messages  processed by Licensee  during
     such period.  Any  overpayment or  underpayment  of the actual  Maintenance
     Service  Fee during  any such  six-month  period  will be  reflected  as an
     adjustment on the next monthly  invoice  payable by Licensee to EDS. During
     the Maintenance  Service Term, Licensee shall provide EDS with such reports
     and




<PAGE>



     information  as EDS  reasonably  requests for the purpose of verifying  the
     number of  Billable  Messages  processed  by  Licensee,  including  but not
     limited to, a monthly rating summary report of all Billable  Messages rated
     through Licensee's system."

3.   Effective  as of the date of the  Agreement,  Section 5.3 of the  Agreement
     shall be deleted in its entirety.  Furthermore, the parties acknowledge and
     agree that the waiver of the Upgrade Fee shall apply to Licensee's  current
     use of the AS/400 equipment, Models E10, D35 and E50.

4.   Effective as of the date of this Amendment,  a new Section 1.11 is added to
     the Agreement as follows:

     "Licensee's Purchase Obligations.  Licensee shall purchase its requirements
     for any  upgrades,  replacements  and/or  additional  IBM AS/400  equipment
     through EDS. Upon  notification  from Licensee of its IBM equipment  needs,
     EDS will use commercially  reasonable  efforts to cause IBM to provide such
     equipment to EDS on behalf of Licensee.  Any IBM equipment purchased by EDS
     on behalf of Licensee  will be offered to Licensee at a price equal to EDS'
     then current cost for such equipment, plus 10%."

5.   Pursuant to Section 1.4(a),  EDS and Licensee hereby  acknowledge and agree
     that,  in addition to  operation  by  Licensee's  employees,  the  Licensed
     Program shall be operated by EDS acting on behalf of Licensee.

6.   The Agreement is hereby  amended by deleting the  Designated  Equipment and
     Designated Location Sections of Schedule 1.1 and substituting  therefor the
     Designated Equipment and Designated Located Sections set forth on Exhibit A
     attached to this
     Amendment.

     Except as expressly  provided by this Amendment,  the Agreement  remains in
full  force and effect and except as  expressly  amended by this  Agreement  the
Agreement remains unchanged.

     IN WITNESS  WHEREOF,  EDS and Licensee  have  executed and  delivered  this
Amendment to be effective as of the date set forth above.

ELECTRONIC DATA SYSTEMS
CORPORATION


By: /s/ ROY A. FREDERICKSON
---------------------------
Regional Vice President


MATRIX TELECOM


By: /s/ CHARLES G. TAYLOR, JR.
------------------------------
General Partner








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