SOFTWARE LICENSE AGREEMENT
This Software License Agreement is made as of this 3rd day of June, 1999, between Preferred Voice, Inc., a
Delaware corporation ("Licensor") and KMC Telecom Holdings, Inc., a Delaware 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."
Licensor 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 attached hereto and incorporated
herein by reference (the "Designated Hardware"), certain third party software (the "Third Party Software") and
certain proprietary application software developed by Licensor (the "Application Software"). The Third Party
Software and the Application Software are collectively referred to in this Agreement as the "Software." Licensee
is a licensed competitive local exchange carrier that is currently providing telecommunications service in 23 local
calling areas (the "Current Markets") serving a population of up to 750,000 persons ("Tier III Markets").
Licensee has plans to enter 27 additional Tier III Markets and to deploy remote satellite switching and offer
services in up to 70 smaller local calling areas serving a population of less than 100,000 persons, located within
60 miles of the Tier III Markets ("Tier IV Markets"; together with Tier III Markets, the "Markets"). Licensee
wishes to offer the Services to end users ("End Users") under its own brand in conjunction with its
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