This Marketing Agreement is made as of the 21st day of September, 1999, between Preferred Voice, Inc., a
Delaware corporation ("PVI") and Southwest Texas Telephone Company, a Texas 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."
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
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 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