PURCHASE AND LICENSE AGREEMENT WITH NORTEL NETWORKS INCORPORATED

TABLE OF CONTENTS

Purchase and License Agreement

Supplement No. 1 "CDMA" to the Purchase and License Agreement No. 27090

Support Plan Solutions

Exhibit A

Exhibit B

Exhibit C

Exhibit D

Exhibit E

Exhibit F

Exhibit G

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This Purchase and License Agreement ("Purchase and License Agreement") is between Nortel Networks Inc. ("Nortel") and Rural Cellular Corporation ("Customer") effective as of the last date signed. Additional terms related to Customer’s purchase or license of Products or Services may be added by written agreements executed by authorized representatives of each party ("Supplements") referencing the Purchase and License Agreement, and, together with the Purchase and License Agreement , will be referred to collectively as the "Agreement."

1.   Definitions.

a)   "Documentation" means   documentation provided by Nortel relating to Products.

b)   "Furnish-only" means Products which Customer is responsible for installing.

c)   "Hardware" means a Nortel machine or components.

d)   "Order" shall have the meaning set forth in Section 2 below.

e)   "Products" means any Hardware, Software or Third Party Vendor Items provided under this Agreement.

f)   "Services" mean the activities to be undertaken by Nortel under the Agreement and pursuant to an Order, including, but not limited to, engineering, maintenance and installation, implementation, design, consulting, business planning, network planning and analysis.

g)   "Software" means computer programs in object code form or firmware which is owned or licensed by Nortel, its parent or one of its subsidiaries or affiliates, and is copyrighted and licensed, not sold. Software consists of machine-readable instructions, its components, data, audio-visual content (such as images, text, recordings or pictures) and related licensed materials including all whole or partial copies.

h)   "Statement of Work" is a document prepared by Nortel and provided to Customer, describing the deliverables, estimated timelines, assumptions, responsibilities and other relevant terms specific to a project and an Order. A Statement of Work, if applicable, shall be governed by the terms and conditions of, and constitute a part of, this Agreement.

i)   "Third Party Vendor Item" means any non-Nortel hardware ("Third Party Hardware") and/or non-Nortel software ("Third Party Software") supplied to Customer under this Agreement.

2.   Orders.

Customer may acquire Products or Services by issuing a written purchase order signed by an authorized representative or, if Customer is enrolled in any then current Nortel electronic commerce program, by submitting electronic orders (collectively, "Orders"). All Orders shall reference this Agreement or Agreement number, if applicable, and specify the quantity, price, Nortel quotation or proposal number, billing instructions, installation location, requested delivery dates, identification of any Services ordered, requested commencement date for Services, and Statement of Work, as applicable. All Orders will be governed by and cannot alter the terms and conditions of this Agreement. Nortel’s written or electronic communication accepting the Order, shipment of Products or commencement of Services will be Nortel’s acceptance of Customer’s Order. Nortel reserves the right to i) reject an Order and (ii) to charge a cancellation fee for Order cancellations as requested by Customer and authorized by Nortel. The cancellation fee are as follows:

60-30 days prior to ship: fifteen percent (15%) of the difference in the net price of the Products or Services canceled

<30 days prior to ship: twenty-five percent (25%) of the difference in the net price of Products or Services canceled

<20 days prior to ship: thirty percent (30%) of the difference in the net price of Products and/or Services canceled, except as otherwise set forth in an applicable Supplement.

Customer agrees that all electronic Orders issued are equivalent to a written Order, are governed by the terms and conditions of this Agreement and that in the event of any conflict between this Agreement and the information contained in Customer’s or Nortel’s electronic commerce website, this Agreement governs.

3.   Changes to Orders.

The parties may, by mutual agreement, make changes to an Order ("Change"). The party asking for a Change shall describe in writing the details of the requested Change ("Change Order Request"). Nortel shall provide in writing to Customer a summary of any and all adjustments to the charges and other changes resulting from the Change Order Request. In no event shall any Change be effective or acted upon in any way until such time as i) an authorized representative of each party has agreed to the terms of the Change Order Request in writing and ii)

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Nortel has received an Order from Customer for any additional charges resulting from the Change Order Request.

4.   Licensed Use of Software.

Nortel grants Customer a personal, nonexclusive, nontransferable (except in connection with an assignment permitted by Section 16 a) below), nonsublicenseable license to internally: a) install and execute the copy of the Software solely i) to the extent of the authorized activation or authorized usage level and solely for the purpose specified in the Documentation, ii) in the country where the Software was delivered, and iii) with specifically designated Hardware and/or with Nortel authorized customer furnished equipment ("CFE") (collectively, the "Licensed Use"); b) use the associated Documentation solely in support of such Licensed Use; and c) make a single copy of the Software and associated Documentation solely for backup purposes. Customer agrees to maintain an accurate record of the whereabouts of the Software and any backup copy. Nortel and/or its suppliers (as applicable) retain all right, title and interest in and to the Software and Documentation, including any derivatives thereto and copies thereof.

5.   License Restrictions.

Except as expressly authorized in accordance with the Licensed Use, Customer shall not a) use, copy, adapt, translate, publish, display, sublicense, rent, lease, lend, transfer or distribute the Software, Documentation, or any copy thereof; b) improve, enhance, revise, modify or make any other derivatives of the Software, Documentation or any copy or part thereof; and/or c) merge, link, compile or combine the Software or any part thereof, or any copy thereof, with any other software or other item(s). Customer shall not reverse assemble, reverse compile, reverse engineer or otherwise translate or decode the Software or any part thereof, or any copy thereof and shall not upload onto the Internet, permit downloading from the Internet or making the Software accessible to third parties via the Internet. Customer shall not destroy, remove or otherwise alter any copyright notice(s) on the Software and Documentation, or any copy thereof, and agrees to reproduce any such notice(s) on any copy thereof it makes pursuant to this License. Nortel suppliers of Software and Documentation (or any part thereof) are beneficiaries of this provision. Customer acknowledges that the Software and Documentation are and/or contain trade secrets and agrees that the Software and Documentation shall be treated as Confidential Information as set forth in Section 12 hereof. Nortel may audit by remote polling or other reasonable means to determine Software activation or usage levels. Use beyond the authorized usage or authorized activation level may require payment of an additional fee. Customer also agrees to abide by any additional or different terms and conditions and restrictions provided by Nortel in writing or via electronic media with respect to any Third Party Software provided in or with the Software.

6.   Charges and Payment.

a)   Unless otherwise agreed by the parties in the applicable Supplement,   Nortel shall invoice Customer one hundred percent (100%) of the price of the Products upon shipment of the Products and one hundred percent (100%) of the Services upon completion unless the Service continues beyond thirty days, in which case Nortel shall invoice Customer at the end of each month for Services performed in that month. Certain reoccurring Services (for example, Maintenance Services) may be invoiced in advance of the performance of such Services. Unless otherwise included as part of a quote and Order, Customer will reimburse Nortel for all reasonable out-of-pocket expenses incurred by Nortel in performing the Services (including, without limitation, all reasonable travel, meal, lodging and mileage expenses) which have been pre-approved by Customer in writing. Amounts are due upon receipt of invoice and shall be paid by Customer within 30 days of invoice date. Nortel reserves the right to establish credit limits for Customer and may require full or partial payment prior to shipment of Product or commencement of Services provided hereunder.

b)   Invoicing disputes must be identified in writing within twenty one (21) days of invoice receipt. Payments of any disputed amount are due and payable upon resolution. All other amounts remain due within 30 days. In the event of non-payment (other than in connection with a dispute) which continues more than ten (10) days after written notice, Nortel may suspend performance, product shipments or otherwise terminate an Order or this Agreement. Customer shall pay interest on any late payments (other than disputed payments) at the maximum rate allowed by law.

c)   Nortel shall ship the Products and additional charges shall apply for shipping, and special handling. Unless otherwise agreed by the parties in the applicable Supplement, wireless switch and switch-related Products shall be shipped to the installation site(s). Other wireless Products will be shipped to Customer’s designated initial delivery location. Unless otherwise agreed by the parties in the applicable Supplement, Customer shall be

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responsible for the coordination of delivery arrangements required to comply with project schedule dates and for freight, insurance, handling and any other applicable charges from Customer’s initial delivery location to the installation sites.

d)   Charges for Software may be based on extent of use authorized as specified in a Supplement or invoice. Customer agrees to pay the charges applicable for any activation or usage beyond the authorized level.

e)   If any authority imposes a tax, duty, levy or fee, excluding those based on Nortel’s net income or gross receipts and excluding franchise taxes, upon a Product or Service supplied by Nortel under this Agreement, Customer agrees to pay that amount, or supply exemption documentation at the time the Order is submitted. Customer is responsible for personal property taxes for each Product from the date of shipment by Nortel.

f)   Customer consents without qualification to the sale of receivables, in whole or in part, including all or any part of any associated rights, remedies, and obligations, by Nortel without further notice and authorizes the disclosure of this Agreement, subject to obligations of confidentiality which are substantially similar to the confidentiality provisions contained in Section 12 below, as necessary to facilitate such sale.

7.   Warranty.

a)   Nortel warrants that Hardware i) is free from defects in materials and workmanship and ii) substantially conforms to Nortel’s published specifications. If Hardware fails to comply with the foregoing warranty during the warranty period, Nortel, at no additional charge, either i) will make it do so, or ii) will replace it with equivalent Hardware.

b)   Nortel warrants that when Software is used in the specified operating environment it will substantially conform to its published specifications. If Software fails to comply with the foregoing warranty during the warranty period, Nortel, at no additional charge, will provide a suitable fix or workaround or will replace the Software; provided Software is within one software release level of the then-current software.

c)   Services will be performed in a professional and workmanlike manner. If Services are not performed as warranted and Nortel is notified in writing by Customer within 30 days, Nortel will re-perform the non-conforming Services at no additional charge.

d)   The warranty period for Hardware and Software shall be the warranty period identified in the Nortel Warranty Matrix in effect at the time of Customer’s Order. In the event Nortel determines that repair or replacement as set forth in this Section 7 cannot be made using commercially reasonable efforts, or if such repair or replacement remedy fails to cure any breach of warranty/non-conformity within thirty (30) days, Nortel will give Customer a credit equal to Customer’s net book value for the Product, provided Customer has followed generally-accepted accounting principles.

e)   No warranty is provided for i) supply items normally consumed during Product operation; ii) failures caused by non-Nortel products; iii) failures caused by a Product’s inability to operate in conjunction with other Customer non-Nortel hardware or software;   iv) interference or disruption of service caused by operation of other radio systems, lightning, motor ignition or other similar interferences; v) performance failures resulting from services, including installation, not performed on behalf of Nortel by an authorized subcontractor of Nortel or by Nortel; or vi) failure resulting from use other than expressly provided herein or in the applicable Nortel published specifications/Documentation. Warranty will be voided by misuse, accident, damage, alteration or modification (including tampering with the serial number), or failure to maintain proper physical or operating environment, use of unauthorized parts or components or improper Customer installation or maintenance. Software is not warranted to operate uninterrupted or error free.

f)   Nortel provides Third Party Vendor Items on an "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, unless Nortel specifies otherwise. However, such Third Party Vendor Items may carry their own warranties and Nortel shall pass through to Customer any such warranties to the extent authorized. THE WARRANTIES AND REMEDIES SET FORTH IN THIS AGREEMENT ARE CUSTOMER’S EXCLUSIVE WARRANTIES AND SOLE REMEDIES AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8.   Warranty Service.

During the warranty period, Nortel provides certain types of warranty services without charge for specified Products to correct Product defects or to bring them up to conformance with Nortel published specifications. Nortel will inform Customer of the types of warranty services available to Customer which are consistent with Nortel standard practices and response times. Customer will obtain Nortel’s concurrence, which shall not be unreasonably withheld, prior to returning any Product for repair or replacement and must reference a return

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material authorization number issued by Nortel on documentation accompanying such returned Product. Customer agrees to ship Product, prepaid and suitably packaged to a location Nortel designates. Nortel will return the Hardware to Customer at Nortel’s expense. Nortel is responsible for loss of, or damage to, Customer Hardware while it is a) in Nortel’s possession or b) in transit back to Customer. Any returned Hardware becomes Nortel’s property and subject to Nortel’s receipt of the exchanged Hardware, its replacement becomes the Customer’s property. Replacement Hardware may not be new but will be in good working order and equivalent to the item exchanged. The warranty period for the Hardware shall be the greater of ninety (90) days from the date of repair or replacement or the remaining Hardware warranty period. Customer agrees to ensure that exchanged Hardware is free of any legal obligations or restrictions that prevent its exchange and represents that all returned items are genuine and unaltered. Where applicable, before Nortel provides warranty services, Customer agrees to a) follow the problem determination, problem analysis, and warranty services request procedures that Nortel provides in writing or electronic media; b) secure all programs and data contained in Hardware; and c) inform Nortel of changes in the Hardware’s location. Services to supplement the warranty and post-warranty Services, including advance shipment of replacement parts, may be available at Nortel’s then-current prices and policies.

9.   Title and Risk of Loss.

Title and risk of loss for ordered hardware shall pass from Nortel to Customer upon delivery to the initial location as designated by Customer.

If Customer is more than thirty (30) days late on any payments hereunder then, until receipt of the applicable amounts due from Customer hereunder, Customer grants to Nortel a continuing purchase money security interest in the Products sold and/or licensed under this Agreement and agrees to support Nortel in the perfection of such interest. Customer authorizes Nortel to file financing or continuation statements, including amendments thereto, relating to the Products without the signature of Customer where permitted by law.

10.   Implementation and Installation Services.

Customer agrees to provide commercially reasonable sufficient, free and safe access to Customer’s facilities, data information and personnel and a suitable physical environment meeting Nortel’s specified requirements to permit the timely delivery and installation of Products and/or performance of Services, including the recovery of Nortel tools. Nortel will perform its responsibilities in accordance with the standard Nortel Statement of Work where applicable. Nortel may subcontract any portion or all of the Services to subcontractors selected by Nortel, provided that Nortel will remain fully responsible for the acts of such subcontractors and the performance of such Services and Nortel’s obligations hereunder. Nortel will successfully complete its standard installation and commissioning procedures before it considers Products installed. Nortel may make alterations to any Product and Service as necessary to comply with specifications, changed safety standards or governmental regulations, to make a Product non-infringing with respect to any patent, copyright or other proprietary interest, or to otherwise improve a Product or Service. Customer is responsible for i) the results obtained from the use of Products and Services; ii) integration and interconnection with and configuration of Customer’s hardware and/or third party hardware and/or systems; and iii) installation of Furnish-only Products. Customer shall be responsible for the accuracy and completeness of all data and any other information, including but not limited to microwave path studies, RF propagation studies and tower location and loading requirements that it provides or causes to be provided to Nortel. Nortel shall have no liability for failures to the extent the same result from or are attributable to Customer-provided designs, specifications or product configuration requirements. Services may include the advice and recommendations of Nortel, but all decisions in connection with the implementation of such   advice and recommendations shall be the sole responsibility of, and shall be made by, Customer. In the event that there are any delays by Customer in fulfilling its responsibilities as stated above, or there are errors or inaccuracies in the information provided, Nortel shall be entitled to appropriate schedule and pricing adjustments including storage fees.

11.   Maintenance Services.

a)   Nortel provides certain Services either at Customer’s location or at a service center to keep Products in, or restore them to, conformance with published specifications ("Maintenance Services"). Maintenance Services are available in accordance with Nortel’s then current descriptions and at Nortel then current prices or as otherwise specified in an applicable Supplement.

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b)   To be eligible for Maintenance Services, the Products must be in good operating condition and at revision levels supported by Nortel, acquired by Nortel or an authorized Nortel’s distributor or certified as eligible for maintenance.

c)   Relocation of Products under Maintenance Services may result in adjustments to the price and response times. Continued Maintenance Services for such Products are subject to reasonable availability from Nortel or an authorized maintenance service provider.

d)   Where applicable, before Nortel provides Maintenance Services, Customer agrees to i) follow the problem determination, problem analysis, and Maintenance Services request procedures that Nortel provides in writing or electronic media; ii) secure all programs and data contained in hardware; and iii) inform Nortel of changes in the hardware’s location.

12.   Confidential Information.

a)   Confidential information ("Information") means i) Software and Third Party Software, ii) Documentation, iii) Customer’s customer information, and (iv) all business, technical, marketing and financial information and data that is clearly marked with a restrictive legend of the disclosing party ("Discloser") or that should reasonably be deemed as confidential, based upon the nature of the information and the circumstances surrounding its disclosure.

b)   Except as permitted herein, Recipient will not disclose, disseminate, or publish, and will protect against the disclosure, dissemination, publication or unauthorized use of, Information using the same care and discretion as it uses with its own similar information, but not less than reasonable care. Recipient may disclose Information only to i) those of its employees, employees of its parent, subsidiary or affiliated companies, and subcontractors who have a need to know for the purposes of carrying out this Agreement including RFP documents; and ii) any other party with the Discloser’s prior written consent. Before disclosure to any of the above parties, Recipient will have a written agreement with such party sufficient to require that party to treat Information in accordance with this Agreement.

c)   Recipient may disclose Information to the extent required by law, court order or other legal process. However, Recipient must give Discloser prompt notice (if permitted by such law, order or legal process) and make a reasonable effort to prevent such disclosure and/or to obtain a protective order.

d)   No obligation of confidentiality applies to any Information that Recipient i) already rightfully possesses without obligation of confidentiality; ii) develops independently without access to the Information; or iii) rightfully receives without obligations of confidentiality from a third party. No obligation of confidentiality applies to any Information that is, or becomes, publicly available without breach of any obligation of confidentiality.

e)   The release of any advertising or other publicity relating to this Agreement requires the prior approval of both parties, which may be withheld or conditioned in a party’s sole discretion.

13.   Patents and Copyrights.

If a third party asserts a claim against Customer that the Hardware or Software infringes that party’s patent or copyright, or misappropriates that party’s trade secret(s), Nortel will defend Customer against that claim at Nortel expense and pay all costs and damages that a court finally awards or are agreed to in settlement of that claim by Nortel, provided that: Customer a) promptly notifies Nortel in writing of the claim and b) allows Nortel to control the defense and any related settlement negotiations and cooperates with Nortel in conjunction therewith. Notwithstanding the foregoing, Customer shall not be bound by any material obligation under any settlement without Customer’s prior written consent, consent not to be unreasonably withheld. If such a claim is made or appears likely to be made, Nortel may, but agrees in the case in which judgment of infringement has been determined, at its option and without additional charge to Customer, to i) modify the Hardware or Software, without material adverse effect on its features or functionality, so that it is not infringing the claimed patent, trade secret and/or copyright, ii) replace the Hardware or Software with functionally equivalent Hardware or Software which is not infringing the claimed patent, trade secret and/or copyright, or iii) secure the right for Customer to continue to use the Hardware or Software without infringing the claimed patent, trade secret and/or copyright. If Nortel determines that none of these options is reasonably available or feasible, the Customer agrees to return the Hardware or Software to Nortel upon written request by Nortel and Nortel will then give Customer a credit equal to Customer’s net book value for the Hardware or Software, provided Customer has followed generally-accepted accounting principles. Any such claims against Customer or liability for infringement arising from the Hardware or Software or use thereof more than thirty (30) days following a request for return of the Hardware or Software by Nortel are the sole responsibility of Customer. This represents Customer’s sole and exclusive remedy

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regarding any claim of infringement associated with the Hardware or Software and/or any use thereof. Notwithstanding any of the foregoing, Nortel shall have no liability or obligation, including, without limitation, to defend or indemnify Customer, with respect to any claim, to the extent based on or arising from any of the following: a) anything Customer or any third party provides that is incorporated into or used with the Hardware or Software or that the Hardware or Software is incorporated into (except as expressly provided for herein; b) third party hardware or software c) compliance by Nortel or its authorized resellers with Customer specifications, designs or instructions or any modification, change or improvement made at the request of Customer; d) Customer’s modifications to the Hardware or Software e) the combination, operation, or use of the Hardware or Software with other software, products or items;; f) Customer’s failure to install or have installed changes, revisions or updates as instructed by Nortel; or h) improper use of the Hardware or Software or use outside the scope of the Licensed Use, the specifications or Documentation therefor.

14.   Intellectual Property Rights.

Nortel, on behalf of itself and its subcontractors, reserves all proprietary rights in and to i) all methodologies, designs, engineering details, and other data pertaining to the Services and the materials delivered, ii) all original works, computer programs, updates developed in the course of providing the Service (except programs developed by Customer,), iii) discoveries, inventions, patents, know-how and techniques arising out of the Services; and iv) any and all products (including software and equipment) developed as a result of the Services. Notwithstanding the foregoing, nothing in this paragraph is intended to, nor will be deemed to, grant Nortel any rights, licenses or interests of any kind in any intellectual property owned by Customer or its third party vendors. The performance by Nortel of Services shall not be deemed work for hire.

15.   Limitation of Liability.

*** (i) more than the amount of any actual direct damages up to the greater of *** or the charges for the Product or Services that are subject to the claim, regardless of the cause whether arising in contract, tort (including negligence) or otherwise ***

For purposes of the preceding subparagraph c), payments by Nortel set forth in Section 13, Patents and Copyrights shall be considered direct damages, regardless of how such payments would be characterized under the laws of the applicable jurisdiction.

16.   General.

a)   Customer agrees not to assign, or otherwise transfer this Agreement or Customer’s rights under it, or delegate Customer’s obligations, without Nortel’s prior written consent, except that Customer may assign this Agreement to any entity which it controls , is controlled by or is under common control with, or to any entity which succeeds Customer by merger, consolidation or sale of all/substantially all of Customer’s assets or business; *** Customer shall ensure that any transferee or assignee, as described above, agrees in writing to abide by all of the terms of this Agreement, including, but not limited to the confidentiality and software licensing provisions. Nortel may charge any such transferee or assignee reasonable and appropriate fees for usage or activation of Software above the Customer’s authorized usage or activation level. The Agreement shall not be transferable by any such transferee or assignee. For the purposes of this Section 16 a), "control" shall mean an entity that directly or indirectly owns (and continues to own) more than fifty percent (50%) of the shares entitled to elect the board of directors of such other entity. Any attempt to assign or otherwise transfer this Agreement or Customer’s rights under it in contravention of the foregoing prohibition is void. This Agreement shall be binding on the parties and their permitted assigns.

(b)   Customer represents and warrants that it is buying Products and/or Services for its own internal use and not for resale. Customer agrees not to export, either directly or indirectly, the Product or Documentation or any copy thereof in whole or in part, nor any hardware or system incorporating the Software in whole or in part without having first obtained clearance or a license to re-export from the USA, European Union and/or Canadian Governments as required under their respective re-export regulations. Except for non payment neither Customer nor Nortel will bring a legal action under this Agreement more than five (5) years after the cause of action arose.

(c)   Neither party is responsible for failure to fulfill any obligations to the extent such failure is due to causes beyond its control, such as, but not limited to accidents, fires, acts of God, riots, wars, embargo or requisition or acts of government, and against which a party has taken commercially reasonable precautions. In the case of force majeure the affected party shall promptly notify the other party in writing and shall use commercially reasonable efforts to avoid or remove the cause of non-performance and the affected party shall proceed to perform their respective obligations with dispatch when such cause is removed. If any such failure continues for

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more than sixty (60) consecutive days, with respect to an Order, then either party shall have the right to terminate such Order for Product(s) that have not been delivered, without penalty.

(d)   In the event that any provision of this Agreement or portions thereof is held to be invalid or unenforceable, the remainder of this Agreement will remain in full force and effect.

(e)   Both Customer’s and Nortel’s obligations under this Agreement and any Order(s) which by their nature would continue beyond the termination, cancellation, or expiration of this Agreement or such Order(s), shall survive such termination, cancellation, or expiration.

f)   The terms and conditions of this Agreement, including any Supplement(s), form the complete and exclusive agreement between Customer and Nortel and replace any prior oral or written proposals, Statements of Work, correspondence or communications regarding the subject matter herein. In the event of a conflict between this Purchase and License Agreement and a Supplement, the terms in any Supplement(s) prevail. In the event of a conflict between this Agreement and a Statement of Work, the terms of the Agreement prevail . Any changes to this Agreement must be made by mutual agreement in writing.

(g)   All Customer’s rights and all of Nortel’s obligations are valid only in the country in which the Products and Services were supplied; the laws of the State of New York govern this Agreement, exclusive of its conflict of laws provisions; and nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract.

(h)   Any notice, approval, or consent under this Agreement must be in writing and will be deemed given (i) on the day delivered, if delivered personally or by courier, (ii) on the day sent, if transmitted by confirmed fax, or (iii) on the fifth business day after mailing via certified mail, return receipt requested, in each case to the address of the respective party shown below, or as otherwise designated from time to time by notice.

(i)   The headings included in this Agreement are for convenience and reference only and no such headings, or lack thereof, will be used to interpret, limit or otherwise affect this Agreement.

(j)   The status of each party and its employees with respect to the other will be that of independent contractor. Nothing contained in this Agreement creates the relationship of a joint venture, partnership, association, principal and agent, or employer and employee among the parties. The parties further agree that no representation will be made by either party that would create an apparent agency, employment, partnership, or joint venture. No party will have the power, express or implied, to obligate or bind the other in any manner whatsoever. No personnel of one party will, at any time or for any purpose, be deemed employees or agents of the other.

(k)   This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

RURAL CELLULAR CORPORATION

By:        

Name:   Richard P. Ekstrand

Title:   President and CEO

Address:      3905 Dakota Street SW, Alexandria, MN 56308         

State of Incorporation:      

Tax I.D. Number:   41-1693295

Date:   12/29/06

NORTEL NETWORKS INC.

By:        

Name:   Michael Shappell

Title:   Group Sales Director

Address:    4006 E. Chapel Hill-Nelson Hwy., RTP, NC 27709-3010

Date:   12/29/06

Contract No.:    27090     

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Products may be purchased only in countries where Nortel makes these products available for purchase and use.

The following Hardware and Software items shall have the corresponding warranty periods unless stated otherwise in the applicable Documentation:

This Warranty Matrix may be revised by Nortel from time to time, as identified by Nortel in the applicable Documentation. . .

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Supplement No. 1 "CDMA" to the Purchase And License Agreement No. 27090

This Supplement No. 1 (this "Supplement No. 1") is entered into between Rural Cellular Corporation ("RCC") and Nortel Networks Inc. ("Nortel"). The terms and conditions provided in this Supplement No. 1 form a part of and are in addition to those contained in the Purchase and License Agreement between Rural Cellular Corporation and Nortel Networks Inc. Number 27090 (the "PLA") and describe the manner in which certain Products and Services will be provided and priced during the ‘Term’ as defined herein. This Supplement No. 1 and the PLA will hereinafter collectively be referred to as the "Agreement."

1.   Purpose

The purpose of this Supplement No. 1 is to specify for the Term, the prices, incentives and other terms and conditions applicable to Orders of CDMA Products and Services specified in Exhibit A attached hereto.

2.   Term

This Supplement No. 1 shall be effective on the last date when duly signed below ("Effective Date"), and shall continue until December 31, 2009 ("Term"), unless earlier terminated by either party as set forth below.

3.   Definitions

For the purposes of this Supplement No. 1, the capitalized terms defined below shall have the meanings set forth below. Any capitalized term used in this Supplement No. 1 and not defined below, or elsewhere in this Supplement No. 1, shall have the meaning given them in the PLA.

"Blanket Order" shall have the meaning set forth in Section 4 below.

"Commitment" shall have the meaning set forth in Section 4 below.

"Initial CDMA Product(s)" and "Initial CDMA Services" shall mean the Products and/or Services, respectively, subject to the Commitment and further described in Section 4 below.

"Net Prices" shall mean the price that will be invoiced to RCC by Nortel for the respective Hardware or Software (after discounts and/or credits, and before taxes and freight).

***

"Unitary Price" shall mean Nortel’s list price, ***

4.   Commitment

Following execution of this Supplement No. 1, *** RCC shall issue a non-cancelable Blanket Order in the aggregate Net Price, (inclusive of the application of executive discounts) of at least *** for the Initial CDMA Products and Services, as a whole (the "Blanket Order"). The Blanket Order shall serve as RCC’s commitment to issue individual Orders for specific Initial CDMA Products and/or Initial CDMA Services and a) in the quantities and for the pricing set forth in Exhibit A and b) with mutually agreed upon delivery dates based upon Nortel’s standard delivery intervals *** (the "Commitment"). In addition to the Initial CDMA Products and Initial CDMA Services set forth in Exhibit A, Nortel has also included an Exhibit B, attached hereto, for RCC’s use in issuing such individual Order(s) for the

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Initial CDMA Products and Initial CDMA Services. *** This Exhibit B is being provided solely for RCC’s internal ordering requirements. Nortel shall use commercially reasonably best efforts to meet the agreed upon delivery date(s).

*** Such amount shall be payable by RCC thirty (30) days after receipt of Nortel’s invoice therefor.

Notwithstanding Section 6 a) of the PLA, Nortel acknowledges that appropriate credit limits have been approved for the dollar amount of the Commitment and Nortel does not require full or partial payment prior to shipment of the Initial CDMA Products and/or commencement of the Initial CDMA Services as set forth in this Supplement No. 1 by RCC.

5.   Growth

In consideration of RCC’s purchase of Initial CDMA Products and Initial CDMA Services in fulfillment of the Commitment, and subsequent to RCC’s fulfillment of such Commitment as stated in Section 4 above,***

a) For Order(s) issued by RCC for additional wireless CDMA Products ("Growth Products")

***

6.   ***

***

7.   ***

*** RCC may issue Order(s) for CDMA Products *** as provided in Section 8 below *** in consideration of RCC’s purchase of CDMA Products *** Nortel shall *** Exhibit A sets forth the CDMA Products *** as the Unitary Price prices for such CDMA Product***  

8.   ***

The following are *** in the Unitary Price(s) as referenced in Sections 5 and 7 above.

CDMA Products      ***  

Switch Hardware     ***

BSC       ***

CBRS       ***

RNC       ***

EMS       ***

CSVS/CPDS      ***

BTS       ***

DOMA   H/W      ***

Radios       ***

xCEM       ***

Services Platform     ***

PDSN Hardware      ***

Software      ***

***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

11

MTX S/W RTU      ***

***

***

Controller SW      ***

Optional MTX features     ***

1xRTT enablers      ***

Optional PDSN Features     ***

DOMA S/W (NT2J10CV)    ***

9. Optional Purchases

a) Packet-MSC

Subsequent to RCC’s issuance of the Order(s) as provided in Section 4 above, RCC shall have the option to purchase Nortel’s Packet-MSC Product and Services as identified in Exhibit E, attached hereto, for the net purchase price of *** This pricing applies to non-cancelable Orders issued by RCC within eighteen (18) months from the Effective Date. ***

b) EV-DO

RCC shall have the option to purchase Nortel’s EV-DO Products and Services for total Net Price(s) *** RCC shall issue any such Order(s) within eighteen (18) months from the Effective Date. *** at Nortel’s then current price.

c) Delivery and Warehousing

RCC shall have the option of issuing Order(s) for Nortel to perform ‘last mile’ delivery and warehousing *** included in the Commitment *** as provided in Exhibit E. RCC shall issue such Order(s) to Nortel ***   and Nortel shall ship such BTS(s) to a Nortel-managed warehouse facility as designated by Nortel. Nortel shall ship such BTS(s) from such warehouse facility to the RCC designated installation site *** provided that no special delivery is required. Beginning upon the Effective Date and for a period not to exceed *** from the date BTS(s) Products are first delivered to the Nortel-managed warehouse facility, which ever occurs later, ("Storage Period") Nortel shall provide the Nortel-managed warehouse facility for collection and consolidation of the BTS(s). All BTS(s) initially shipped to the Nortel-managed warehouse facility must be delivered to the applicable installation site *** are first delivered to the Nortel-managed warehouse facility, whichever is later. If delivery of the applicable BTS(s) to the applicable installation site is delayed beyond such time period, RCC agrees to promptly remove the applicable BTS(s) from the Nortel-managed warehouse facility and deliver such BTS(s) to an RCC-managed warehouse facility designated by RCC. Title and risk of loss for the hardware of the BTS(s) initially delivered to the Nortel-managed warehouse facility shall pass from Nortel to RCC upon to an RCC-managed warehouse facility designated by RCC or delivery to such other location as designated by Customer, whichever occurs first.

10. Extended Services and Support Plan (ESSP)

During the Term, RCC may order an extended service and support plan No. GR5374000 ("ESSP"), as described in Exhibit E, for the CDMA Products. The ESSP includes, but is not limited to, such Services as Technical Assistance Service (TAS), Emergency Recovery (ER), ePerformance and Enhanced Drop Box Services. The parties acknowledge that RCC shall purchase the ESSP for the

***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

12

initial 12 months of the Term, *** The pricing for additional 12-month renewals of ESSP is set forth in Exhibit E.

11. Training

Nortel shall grant RCC training credits ("Training Bank Dollars"), upon the Effective Date, ***

Nortel shall make training available to RCC with respect to the operation, configuration, installation, service, maintenance and support of the CDMA Products at current Nortel prices and at Nortel facilities, subject to course and class availability. Upon the request of RCC, Nortel shall provide such training, at a time and place mutually agreed upon and at the prices to be quoted for such training.

Nortel’s training products and services are listed at the Nortel website for technical training http://www.nortel.com/training (Nortel’s Website for Technical Training").

The training policies as listed at the Nortel Website for Technical Training shall apply to training ordered hereunder.

Nortel may change, modify, update and/or add training programs as new Products or Product features/releases are made available.

Prices shall be subject to change by Nortel.

RCC shall bear the cost of transportation, meals, lodging or other incidental expenses of RCC’s personnel to, from and during training.

Nortel RCC may apply the Training Bank Dollars toward tuition costs for Nortel’s training products and services, provided that RCC notifies Nortel of its intent to apply Training Bank Dollars toward tuition costs for training prior to Nortel’s issuance of invoices for such training. The "Training Bank Dollars" may be applied to all training media offerings, including (but not limited to) Nortel instructor-led classroom training at a Nortel facility, Nortel instructor-led classroom training at the RCC location (RCC site training), self-paced training, and eLearning training medias.

The Training Bank Dollars will be allocated upon the Effective Date and Training Bank Dollars will expire on December 31, 2009.

Any training tuition charges which RCC does not satisfy by application of Training Bank Dollars shall be invoiced to RCC to Nortel at the prices quoted at the Nortel Website for Technical Training, and RCC shall render payment thirty (30) days following receipt of such invoice. The payment method identified in the student registration record on the first day of class is the payment method that will prevail for course charges.

Nortel may, at its sole and exclusive discretion, attempt to meet any reasonable request by RCC for a course other than the courses listed at the Nortel Website for Technical Training ("Customized Training"). The price for Nortel to modify existing training courses/materials or to design new training materials for RCC will be quoted to RCC on a per request basis. RCC may pay for Customized Training with Training Bank Dollars or Nortel shall invoice the value of the Customized Training and RCC shall render payment within thirty (30) days of receipt of such invoice.

The availability of any training course to RCC as set forth above shall be subject to the prerequisite policy identified by Nortel at the Nortel Website for Technical Training.

Nortel’s training materials are proprietary and copyrighted information. Any use or replication of this material must have written consent by Nortel’s Knowledge Services organization.

***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

13

WITH RESPECT TO TRAINING THE TRAINING MATERIALS AND ANY SUPPORT OR OTHER SERVICES WHICH MAY BE PROVIDED BY NORTEL SHALL BE PROVIDED WITHOUT WARRANTY OF ANY KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. NORTEL DOES NOT WARRANT THAT THE TRAINING MATERIALS WILL BE ERROR-FREE OR THE STUDYING OF THE TRAINING MATERIALS WILL QUALIFY ANY PERSON TO PERFORM ANY FUNCTIONS COVERED BY THE INSTRUCTIONAL MATERIALS. NORTEL SHALL HAVE NO OBLIGATION TO UPDATE OR MONITOR THE USE, REPRODUCTION, OR DISTRIBUTION BY RCC OR ANY THIRD PARTIES OF SUCH TRAINING MATERIALS.

IN NO EVENT SHALL NORTEL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES OF ANY NATURE WHATSOEVER WITH RESPECT TO THE TRAINING MATERIALS AND ANY TRAINING SUPPORT OR OTHER TRAINING SERVICES.

12. Testing, Turnover and Acceptance

a) Nortel-Installed CDMA Products

(i)   For CDMA Products installed by Nortel, Nortel shall, upon completion of such installation, perform Nortel’s standard test plans and verification procedures, to confirm the CDMA Products’ functionally conforms in all material respects with Nortel’s published specifications and, upon such verification, provide to RCC notice of installation completion ("ICN").

RCC may elect to have a qualified representative observe such test and verification procedures; however, RCC’s election not to have a qualified representative observe such test and verification procedures shall not invalidate the test results nor shall such election be a reason or valid basis for RCC not to accept the CDMA Products.

(ii)   within thirty (30) calendar days following the ICN date as set forth in the CDMA 1xRTT Acceptance Test Plan attached as Exhibit G, RCC shall either accept the CDMA Products in a written notice of acceptance, and RCC shall be deemed to have accepted the CDMA Products on the ICN date, or specify, in reasonable written detail, those particulars in which, in RCC’s opinion, the CDMA Products fail to substantially comply with Nortel published specifications ("Explanation of Non-acceptance"). If RCC has not provided Nortel with either a written notice of acceptance or an Explanation of Non-acceptance within such thirty (30) calendar days, then RCC will be deemed to have accepted the CDMA Products on the ICN date.

b)   Nortel Furnish-Only CDMA Products

(i)   For CDMA Products not installed by Nortel, Nortel shall, prior to delivery of such CDMA Products, perform such factory tests as Nortel determines to be appropriate to confirm the CDMA Products’ functionality conforms in all material respects with Nortel’s published specifications.

(ii)   Within thirty (30) calendar days following the date of shipment, RCC shall either accept the CDMA Products in a written notice of acceptance (in which case, RCC will be deemed to have accepted the CDMA Products on the date of shipment), or provide an Explanation of Non-acceptance. If RCC has not provided either a written notice of acceptance or an Explanation of Non-acceptance within such thirty (30) calendar days, then RCC will be deemed to have accepted the CDMA Products on the date of shipment.

Notwithstanding the foregoing, RCC will be deemed to have accepted a CDMA Product, without limitation or restriction, by no later than the date any CDMA Product is placed into revenue generating service.

***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

14

d)   RCC shall be deemed to have accepted Services purchased separately from a CDMA Product upon completion of such Services, or upon specific milestones pursuant to criteria and/or processes as may be identified in a mutually agreed upon project schedule, statement of work or other such documentation.

e)   RCC shall not unreasonably withhold acceptance of any CDMA Product or Services and acceptance by RCC shall not be withheld or postponed due to:

(i)   deficiencies or nonconformities of a CDMA Product or Service resulting from causes not attributable to Nortel such as but not limited to

(1)   a material change or inaccuracy of information provided by RCC,

(2)   inadequacy or deficiencies of any materials, facilities, or services provided directly or indirectly by RCC, or

(3)   other conditions external to the CDMA Products or Services beyond the limits specified in Nortel’s published specifications; or

(ii)   deficiencies or shortages with respect to the CDMA Products or Services that are attributable to Nortel but are of a nature that do not prevent operation of the CDMA Products in a live, commercial environment ("Punch List Items") provided that Nortel, at its expense, agrees to correct such Punch List Items within thirty (30) days (or other mutually agreed upon time period) after RCC has accepted such CDMA Products or Services.

(f)   Nortel shall invoice RCC for the Services as identified in Exhibit A upon acceptance by RCC of ICN of such Services. Amounts shall be due and payable by RCC within thirty (30) days from date of invoice.

13.   Additional Terms and Conditions

(a)   In the event of a conflict between this Supplement No. 1 and the PLA, or any of the other documents referenced in this Supplement No. 1, the following documents are given priority in the following order: i) this Supplement No.1 ii) the PLA, iii) the other referenced documents, if any.

(b)   In addition to any other remedies set forth in the Agreement, RCC may terminate this Supplement No. 1 for cause if Nortel commits a material breach of this Supplement No. 1 which such breach is not curable or, if curable, such breach has not been cured by Nortel within sixty (60) days after receipt of written notice of breach from RCC.   If RCC chooses to terminate this Supplement No. 1 because of a breach, the fees and/or prices payable under this Supplement No. 1 and/or such Order will be only for the CDMA Product(s) and Services for which Order(s) have been accepted by Nortel prior to the date of termination.

(c)   The Agreement, consisting of this Supplement No. 1, the PLA and Exhibits A through G referenced herein, form the complete and exclusive agreement between RCC and Nortel with respect to RCC’s purchase of CDMA Products from Nortel described herein, and replace any prior oral or written proposals, correspondence or communications regarding said subject matter.

***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

15

(Signature Page as Follows)

Rural Cellular Corporation

By:  

Name:   Richard P. Ekstrand

Title:   President and CEO

Address:      

State of Incorporation:   Minnesota

Tax ID:   41-1693295

Date:   12/29/06

NORTEL NETWORKS INC.

By:       

Name:   Michael Shappell

Title:   Group Sales Director

Address:      

Date:   12/29/06

Contract Number:   27365   

***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

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Purchase and License Agreement with Nortel Networks Incorporated

Support Plan Solutions - Base ( GR5374000)

Base Support Plan Solution: for a flexible network maintenance solution enabling network operators to achieve maximum value from their network investment by ensuring dependable service levels and improving network performance.

The Nortel Base Support Plan provides a proactive maintenance solution designed to achieve the business goals of the operator by protecting its network investment.

The plan includes services such as Repair Services, Technical Support, Corrective Content Management as well as optional Network Discovery, and Software Release Service to help keep systems functioning properly so they remain available to handle the most critical applications and data.

This service helps enable operator success by:

Base Support Plan Solution Services

The Base Support Plan Solution is a comprehensive and proactive maintenance plan available to the operator. This plan combines the key services that the operator needs for business success.

***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

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The following components comprise the Base Support Plan Solution:

Base Technical Support

Nortel Base Technical Support service provides the network (hardware/software) with full technical assistance during usual business hours and with emergency recovery 24 hours a day, seven days a week

Repair - Return and Replace

Return and Replace service, a repair service from Nortel, provides for the replacement of a defective Nortel Field Replaceable Unit (FRU) with an equivalent FRU.

Third-Party Product Spares - Next Day

The Third-Party Product Spares - Next Day service provides for the next-day delivery and installation of replacement Field Replaceable Unit (FRUs) for third-party products whether supplied by Nortel or purchased by the customer.

Corrective Content Management

Nortel offers the Corrective Content Management service for the download and application of patches that will be used to enhance software currently installed in customer sites or lab environments.

Additional Services

Software Release Service - Basic

Software Release Service - Basic provides Operational Software for covered network devices.

Network Discovery Classic

Provides proactive intelligent information about the network via web-based reports or PC applications, including:

Support Plan Contract Terms

In the event that this support plan has not been renewed or canceled in writing by the end of the initial term ("Service End Date"), the conditions of this support plan will be automatically renewed as of the Service End Date ("Renewal Period"). For coverage during the Renewal Period, Nortel will provide the services and the customer will be billed in accordance with the support plan as described herein with the charges pro-rated on a monthly basis at the current monthly/element rate. In the event that the customer cancels this service in writing following the Service End Date, Nortel will bill the customer the pro-rated monthly rate for the period from Service End Date through the date written cancellation has been received by Nortel.

***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

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Base Technical Support

The Nortel Base Technical Support service provides remote technical assistance and emergency recovery for issues associated with the operation and maintenance of carrier solutions provided by Nortel. Technical Support Services include two service levels - Technical Assistance Service (TAS) and Emergency Recovery (ER). ER is provided for the most severe problems, classified as E1 and E2. TAS is provided for less severe problems, classified as Business Critical, Major and Minor.

The Nortel technical support organization will provide the customer with remote assistance related to Nortel system operation and maintenance issues affecting Nortel Carrier products, as described in Appendix B.

The Nortel technical support organization will answer calls 24 hours a day, seven days a week. Emergency Recovery will be provided 24 hours a day, seven days a week.

The Nortel Base Support Plan provides TAS during normal business hours. TAS will be provided by Nortel regional technical assistance centers for Business Critical, Major, and Minor problems (see Appendix B). Nortel strives to immediately assign an engineer to the Major and Minor problems during normal business hours.

Nortel business hours are 8 a.m. to 5 p.m. local standard time (continental North American customers only), Monday through Friday, excluding Nortel holidays.

TAS provided outside of normal business hours will be billed at the then-current hourly rates. These rates are subject to change without notice. A purchase order must be provided to Nortel to facilitate the billing of TAS provided outside of normal business hours.

Technical Assistance Service (TAS)

This activity includes:

Note: Nortel will investigate the issue using rea