This Marketing Agreement is made as of this 25th day of September, 1999, between Preferred Voice, Inc., a
Delaware corporation ("PVI") and Rural Cellular Corporation, a Minnesota corporation, on behalf of itself and its
wholly owned subsidiaries and affiliates ("WIRELESS PROVIDER"). PVI and WIRELESS PROVIDER are
collectively referred to in this Agreement as the "Parties."
PVI has developed a system (the "System") that when interconnected with a telecommunications 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. WIRELESS PROVIDER is a licensed
wireless carrier that is currently providing telecommunications service in the areas described in Exhibit
C. WIRELESS PROVIDER 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 WIRELESS PROVIDER 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, at its cost, its Systems at WIRELESS PROVIDER's switch locations set forth
in Exhibit C to interconnect with switches described in Exhibit C. The System will remain the property of PVI.
WIRELESS PROVIDER shall prepare the site in accordance with PVI's specifications. Installation of Systems
will be completed within 90 days. PVI agrees 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.
1.02 PVI Testing. PVI shall test, at its cost, the Systems to ensure that they work properly. The testing period
shall (i) commence promptly upon the