**CONFIDENTIAL
                  TREATMENT REQUESTED**
              **Exhibit
                  10.14 Redacted**




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
















***Information
              omitted and filed separately with the Securities and Exchange Commission
              pursuant to a request for confidential treatment.
 1
 **CONFIDENTIAL
                        TREATMENT REQUESTED**
                    **Exhibit
                        10.14 Redacted**








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)





***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.
 2





**CONFIDENTIAL
                  TREATMENT REQUESTED**
              **Exhibit
                  10.14 Redacted**




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





***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.
 3





**CONFIDENTIAL
                  TREATMENT REQUESTED**
              **Exhibit
                  10.14 Redacted**




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





***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.
 4





**CONFIDENTIAL
                  TREATMENT REQUESTED**
              **Exhibit
                  10.14 Redacted**




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.





***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.
 5





**CONFIDENTIAL
                  TREATMENT REQUESTED**
              **Exhibit
                  10.14 Redacted**




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





***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.
 6


**CONFIDENTIAL
                  TREATMENT REQUESTED**
              **Exhibit
                  10.14 Redacted**





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





***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.
 7





**CONFIDENTIAL
                  TREATMENT REQUESTED**
              **Exhibit
                  10.14 Redacted**




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





***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.
 8





**CONFIDENTIAL
                  TREATMENT REQUESTED**
              **Exhibit
                  10.14 Redacted**




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:





**Carrier
                Products**
            **Hardware**
            **Software**VoIP,
                DMS, Optical Networks, Wireless Product families and CCMIS
            12
                months from ship date
            12
                months from ship dateAlteon
                and Shasta Products
            12
                months from ship date
            90
                days from ship dateCarrier
                Data Products (Passport, Bay and Micom products)
            See
                current Nortel price list.
            See
                current Nortel price list.All
                other Product families not listed (unless specified otherwise in
                writing)
            90
                days from ship date
            90
                days from ship date





**Enterprise
                Products**
            **Hardware**
            **Software**Data
                Products (e.g., Access CN, Advanced Video, Backbone CN, Baystack,
                Business
                Communications Manager, Contivity, Instant Internet, Net ID, Passport
                LAN
                and WAN Solutions)
            See
                current Enterprise Data Products Product Catalog
            See
                current Enterprise Data Products Product CatalogPortal
                Solutions Products
            90
                days from ship date
            90
                days from ship date








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








***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.
 9








**CONFIDENTIAL
                  TREATMENT REQUESTED**
              **Exhibit
                  10.14 Redacted**




***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







***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.
 10




**CONFIDENTIAL
                  TREATMENT REQUESTED**
              **Exhibit
                  10.14 Redacted**




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




**CONFIDENTIAL
                  TREATMENT REQUESTED**
              **Exhibit
                  10.14 Redacted**


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





**CONFIDENTIAL
                  TREATMENT REQUESTED**
              **Exhibit
                  10.14 Redacted**




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





**CONFIDENTIAL
                  TREATMENT REQUESTED**
              **Exhibit
                  10.14 Redacted**




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





**CONFIDENTIAL
                  TREATMENT REQUESTED**
              **Exhibit
                  10.14 Redacted**




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





**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                10.14 Redacted**




**(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.
 16
 **CONFIDENTIAL
                        TREATMENT REQUESTED**
                    **Exhibit
                        10.14 Redacted**











**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:




·
            Keeping
                the network finely tuned by receiving the latest software release
                updates.






·
            Maximizing
                return on invested capital.






·
            Minimizing
                business risk by establishing fixed support
                costs.






·
            De-risking
                the operator’s time to profit plan.






·
            Improving
                and maintaining customer
                satisfaction.






·
            Minimizing
                customer dissatisfaction during service
                interruptions.






·
            Improving
                network performance.






·
            Identifying
                network capacity issues.






·
            Efficiently
                utilizing OPEX and resources for core
                competencies.






·
            Providing
                TAS/GRS restorative services in order to maximize network operational
                Quality UP time.






·
            Supplementing
                staff with top-notch technical
                resources.






**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.
 17





**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                10.14 Redacted**




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:




·
            ePerformance








**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.
 18





**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                10.14 Redacted**




***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:




·
            Diagnosing
                routine hardware/software problems






·
            Troubleshooting
                problems using diagnostic utilities






·
            Providing
                advice on how to detect and resolve hardware- and network-related
                problems






·
            Advising
                on issues requiring hardware
                replacement






***Note:*** *Nortel
      will investigate the issue using reasonable investigative techniques to verify
      that the products covered by the support plan are working according to
      specifications. If the issue is found to be the result of product(s) not covered
      by a support plan, Nortel, with customer approval, will continue to investigate
      the issue at the then-current Nortel time-and-materials fees plus associated
      travel-and-living expenses. U* *pon
      request, Nortel will provide the results of the investigation directly to any
      vendor that has completed interoperability testing.*






·
            Analyzing
                basic trace/log/dump/Operational Measurement (OM)
                information






·
            Performing
                root cause analyses of emergency incidents at Nortel’s
                discretion






·
            Identifying
                and resolving code-level problems






·
            Supporting
                the testing and releasing of code
                corrections






·
            Providing
                regular, ongoing updates on case progress to the customer using
                agreed-upon media






·
            Providing
                case resolution and agreeing
                on caseclosure




See
      Appendix A for Nortel Case Resolutions and Appendix D for Service-Level
      Agreement (SLA) objectives.





If
      the
      customer is operating a non-supported software release (see Appendix C), and
      the
      reported problem has been corrected in a supported software release, then the
      customer is required to upgrade, at its expense, to the current minimum
      supported software release in order to acquire rights to any known fix. If
      the
      customer is operating a non-supported software release and if there is no fix,
      Nortel will not provide a permanent fix to the software, but may provide a
      workaround or other temporary fix. If the customer is operating a supported
      software release and if there is no fix, Nortel will use commercially reasonable
      efforts to remedy the issue, which may include a workaround or other temporary
      or permanent fix to the software, provided that the reported problem can be
      verified and/or recreated by Nortel on the then-current supported software
      release(s).





In
      extreme circumstances when telephone support, remote diagnosis, and all other
      remote means of restoring product operation fail, Nortel, at the request of
      the
      customer, and provided that Nortel determines that on-site support is necessary
      and appropriate, will dispatch a trained and qualified technical support
      engineer to the customer’s premises in order to facilitate Nortel’s diagnosis.
      If Nortel reasonably diagnoses that the reported problem is caused by reasons
      not attributable to Nortel, Nortel will invoice the customer for the
      then-current Nortel time-and-materials fees plus associated travel and living
      expenses. There will be no additional charge to the customer for the dispatch
      if
      the customer has entered into a separate agreement with Nortel for that
      service.





**Emergency
      Recovery (ER)**





The
      Nortel ER activity addresses E1/E2 emergency issues, which are classified in
      accordance with Nortel’s case priorities (see Appendix B). This activity is
      available to the customer 24 hours a day, seven days a week.





In
      accordance with Appendix D, Nortel strives to immediately assign an engineer
      to
      the case upon receipt of the call. Once the engineer has been assigned, Nortel
      will provide continuous service (24 hours a day, seven days a week) as
      applicable until the service level is restored to pre-incident operation.





At
      the
      customer’s request, the ER team will be available for constant contact with the
      customer throughout this case resolution activity.





Once
      the
      customer agrees that service has been satisfactorily restored, the E1/E2 case
      will be closed and an E3/E4 child case will be opened if further investigation
      or problem resolution activity is needed for supported loads only. The E3 and
      E4
      follow-up cases will be addressed as Major and Minor cases respectively. If
      applicable, Nortel may





***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.
 19





**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                10.14 Redacted**




conduct
      a
      root-cause analysis of the issue, the results of which will be made available
      to
      the customer.





In
      extreme circumstances when telephone support, remote diagnosis, and all other
      means of restoring product operation fail, if the customer requests it, and
      if
      Nortel determines that on-site support is necessary and appropriate, Nortel
      will
      dispatch a trained and qualified technical support engineer to the customer’s
      premises in order to facilitate diagnosis. If Nortel reasonably  determines
      that the reported problem is caused by reasons not attributable to Nortel,
      Nortel will invoice the customer for the then-current Nortel time-and-materials
      fees plus associated travel and living expenses. There will be no additional
      charge to the customer for the dispatch if the customer has entered into a
      separate agreement with Nortel for that service.




**Base** **Technical Support Deliverables**




The
      following key deliverables are provided by this service:




·
            **Case
                status:**is
                available by calling the Nortel Call Center or through the Nortel
                case
                tracking system via the Nortel website,
                http://www.nortel.com






·
            **Root-cause
                analysis report**:
                if applicable, target issuance is 30 days after the outage for supported
                loads only (see Appendix D for SLA
                objectives).






·
            **Clarify
                Bulletin Systems:**technical document advising the customer to prevent issues on its
                network
                as appropriate. Clarify Bulletin Systems are created to make customers
                aware of problems in a system and/or corrections/upgrades to their
                systems. The CBs are issued for one of the following
                reasons:






-
            Service-impacting
                documentation deficiencies






-
            A
                temporary workaround for a product deficiency with a commitment for
                a
                permanent fix to be available






***Note*** *:
      Every CB must have a cancellation plan or expiration date
      assigned*






*-*
            CBs
                can be accessed through http://www.nortel.com






**Nortel
      Responsibilities**




Nortel
      will be responsible for:




·
            Providing
                access to the Nortel Call Center, which functions as a single point
                of
                contact for the receipt of all customer support calls and inquiries.
                The
                Call Center is available 24 hours a day, 365 days a year. Incoming
                calls
                may be connected to an Automatic Call Distribution (ACD) system and
                may be
                recorded and/or monitored for quality purposes. After selecting the
                appropriate product support group via the Express Routing Code (ERC),
                the
                customer simply enters the activated Site-ID or PIN and is then
                immediately transferred to a Technical Support Engineer as available.
                Where toll-free access is not available, the customer will be responsible
                for any telecommunication facility charges and/or long distance toll
                charges associated with access to the call
                center.






·
            Providing
                access for customer sites in Canada, the United States, and Puerto
                Rico/U.S. Virgin Islands to the Nortel technical support organizations
                by
                calling the Nortel Call Center at:






**1-800-4NORTEL** (1-800-466-7835) or (1-919-905-4210)






·
            Providing
                access to the Nortel case tracking system via its website,
                http://www.nortel.com, where available and at Nortel’s discretion. This
                tracking system enables the customer to open and view cases via the
                website. The customer will be responsible for any telecommunication
                facility charges and/or long distance toll charges associated with
                access
                to the Nortel website.






·
            Assigning
                a unique reference number from its case tracking system when the
                customer
                reports a problem and recording the time the report was received.
                Nortel
                will request that the customer agree to a case priority level in
                accordance with the guidelines set out in Appendix B.






·
            Providing
                Knowledge Management and On-Line Support. The customer must be entitled
                to
                access Nortel’s Customer Support website (or successor in title) 24 hours
                per day, seven days per week, and 365 days per year. Nortel’s Customer
                Support website is currently located at http://www.nortel.com. The
                information will be made available to the customer when it is made
                generally available for distribution by Nortel. The customer acknowledges
                and agrees that access to the Customer Support website may be conditioned
                upon compliance by the customer with all of Nortel security requirements
                and/or other terms as deemed necessary by Nortel. Depending on the
                product, information and/or tools available to the customer on the
                website
                may include:






-
            Problem
                solutions knowledge database






-
            Status
                review of known software problems






-
            Problem
                case status






-
            On-line
                information forums






-
            Access
                to technical information (on a read-only basis) which will enable
                current
                status reports to the customer.






**Customer
      Responsibilities** ****




To
      initiate or renew a Support Services plan, the customer must identify equipment
      types, quantities and applicable software release levels. Specific information
      for Field Replaceable Units (FRUs) to be covered under Repair Services should
      include product codes, hardware release level, serial number, software version
      and verification of current functionality. Upon request, Nortel can assist
      in
      collecting network audit and baseline information; in which case additional
      charges may apply.





The
      customer is responsible for using and maintaining the products in accordance
      with the applicable product documentation. To be eligible for Technical Support
      service, hardware and software that will be covered by such service must be
      in
      good operating condition and at revision levels specified by Nortel. The
      customer must use all reasonable efforts to maintain hardware and software
      at
      the release or update level for supported hardware and software in accordance
      with the Nortel published policies and procedures. This maintenance must be
      performed in accordance with policies and procedures published by Nortel. If
      the
      customer is using a software version released prior to the then-current minimum
      supported version(s), then the customer will need to upgrade to one of the
      then-current minimum supported versions in order to acquire rights to any known
      fix.


For
      any
      service request made by the customer that is not specifically provided by this
      service, Nortel will either provide a quote to provide that service, or Nortel
      will invoice the customer for the then-current Nortel time-and-materials fees
      plus associated travel and living expenses.


Nortel
      expects the customer to exhaust its internal troubleshooting processes to
      resolve the issue prior to contacting Nortel. These operational activities
      may
      include, but are not limited to:




·
            Performing
                day-to-day maintenance and network
                operations






·
            Monitoring
                network and system alarms






·
            Performing
                diagnoses in accordance with instructions provided by Nortel and
                carrying
                out initial remedial actions including remote
                diagnosis






·
            Operating
                and controlling the customer’s internal help desk for logging and tracking
                problem reports, inquiries, prioritizing events, and escalating as
                required to Nortel’s technical support
                group






·
            Gathering
                data at Nortel’s direction




The
      customer is responsible for providing a detailed problem description during
      submission of the case.





In
      the
      event that the customer fails to comply with the requirements as described
      in
      this section, Nortel will advise the customer thereof. Nortel and the customer
      may then agree upon service to be provided at Nortel’s then-current
      time-and-materials fees plus any travel and living expenses incurred.





As
      an
      additional service, Nortel may provide additional equipment at the request
      of
      the customer to assist the customer. Nortel and the customer may then agree
      upon
      this service to be provided at Nortel’s then-current time-and-materials fees
      plus any travel and living expenses incurred.





The
      customer must be available as required by Nortel to aid in problem diagnosis
      for
      all cases reported to the Nortel technical support organization. The customer
      must designate competent personnel to work with Nortel engineers to restore
      the
      service level. The customer’s personnel may be required to assist with service
      level restoration in accordance with instruction that Nortel provides. The
      customer representative(s) must have the authority to make all decisions
      regarding any actions required to resolve the case. If the customer’s personnel
      are not able to maintain constant contact during the resolution of E1 and
      Business Critical cases, Nortel reserves the right to downgrade the category
      assignment of the case.





The
      customer acknowledges that any hardware/software upgrades/improvements or
      changes required to install or use a software fix, update, release, or any
      part
      thereof are charged separately from, and are in addition to, the charges of
      the
      current contract for technical support.





All
      customer support personnel responsible for operating and troubleshooting
      products must successfully complete training and certification where
      applicable.





**Remote
      Access to Customer Network**


To
      facilitate a rapid solution to emergency or high-priority service requests,
      Nortel will require remote access to be established into the customer network.
      There must be two levels of security checks provided by customer:


**Network-level
      security requirements:** the
      customer must provide high-speed access (1MB/second or higher throughput) via
      the Internet by installing and maintaining at least one Nortel Contivity VPN
      Gateway or equivalent sized and configured to provide a mutually agreed to
      number of user Logins and Passwords permanently assigned to Nortel





***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.
 20




**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                10.14 Redacted**


Technical
      Support. Other logins will be set up for other Nortel services (e.g.,
      engineering and software delivery groups as needed). The gateway will be the
      primary point of remote access into the customer network and must provide
      unrestricted, full controlling access, including split tunneling, GUI
      redirection, FTP, Telnet, X-Windows, etc., to all Nortel-provided equipment
      in
      the customer’s network. Nortel highly recommends that a second VPN gateway be
      installed for redundancy, which should not be collocated with the primary
      gateway (geographic redundancy).





**Nodal-level
      security requirements:** the
      customer must provide permanent “root” access level (unrestricted in any
      fashion) login and passwords for all Nortel-provided network elements and the
      individual node IP addresses of each network element. It is the customer’s
      responsibility to notify Nortel of any changes to the node IP list prior to
      implementing the changes. For the purposes of time-tracking compliance with
      the
      restoration of service targets set forth in this document, it is understood
      that
      this time will be measured and commence from the time Nortel technical support
      personnel are able to successfully access the impacted node in the customer’s
      network.





**Remote
      Access Validation**


The
      remote access network configuration and nodal-level security must be validated
      by Nortel Technical Support to help ensure successful remote access to network
      elements within five minutes of the first attempt to login. The customer agrees
      to allow Nortel Technical Support teams to periodically and randomly access
      the
      network elements to validate remote access functionality, in order to facilitate
      preparedness by Nortel to meet the requirements of this support-level
      agreement.





**VPN
      Gateway Placement**


The
      customer agrees to configure and maintain its network LAN/WAN, routers,
      firewalls and other ancillary equipment to provide unfettered and full access
      to
      all Nortel network elements. No additional security procedures, port, protocol
      or permissions restrictions will be implemented without the express agreement
      of
      Nortel Technical Support.


If
      the
      customer fails or causes delay in providing connectivity, Nortel will be excused
      from its fault resolution performance for a period equal to such failure or
      delay by the customer.





**Remote
      Access by Nortel**


Nortel
      will not connect to the customer’s network without prior authorization. The
      purpose of the connection will be solely to provide technical support. If access
      procedures for data links, including procedures related to security, require
      non-standard activity on Nortel’s part or impose additional costs upon Nortel,
      then Nortel may, as it reasonably determines to be appropriate for such activity
      or costs, invoice the customer for additional charges for Technical
      Support.





**Service-Level
      Agreement without High-Speed Access**


The
      SLA
      objectives stated in Appendix D are not applicable if high-speed access to
      the
      customer network is unavailable.





***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.
 21





**Assumptions**


The
      following assumptions will govern the delivery of the Base Technical Support
      service:




**·**
            Only
                products specifically identified are covered under the support plan.






**·**
            Nortel
                support obligations are expressly conditional upon the products not
                being
                (i) subject to unusual mechanical stress or unusual electrical or
                environmental conditions; (ii) subject to misuse, accident or disaster
                including without limitation, fire, flood, water, wind, lightning
                or other
                acts of God; or (iii) altered or modified unless performed or authorized
                by Nortel.






·
            The
                customer will only be able to report E1 and E2 outages or Business
                Critical cases by telephone. These calls will be forwarded to the
                Nortel
                Emergency Recovery team and handled in the manner described in the
                section
                on Emergency Recovery. Business Critical, Major, and Minor cases
                will be
                addressed as described in Appendix B.






·
            Customers
                may access the Nortel Call Center in order to escalate a case to
                higher
                levels of management within Nortel, as necessary.






·
            Any
                changes to the scope of the project requirements once agreed upon
                will
                result in the requirement for a Job Change Order (JCO) with additional
                charges on a time-and-material
                basis.






·
            All
                similar products within the network must be covered under the same
                service
                levels. If the provided product count is inaccurate or the product
                count/configuration changes during the support period, then the Support
                Services plan may be modified to reflect such
                changes.






·
            All
                products of the same type must be entitled to receive the same level
                of
                support. Warranty services address product defects only. Products
                under a
                support plan cover both defects and non-defects. When a product is
                purchased and is under warranty, and the customer has the same product
                type in the network under a support plan, the product under warranty
                must
                be uplifted to the same level of support as the other products under
                a
                support plan. The support plan pricing will be based on the enhanced
                coverage of the Support Service plan. For the purpose of providing
                Support
                Services, Nortel will have the right at any time to audit a contracted
                site through software, remote polling or other reasonable means to
                verify
                the site’s in-service inventory against the contracted equipment to
                confirm the customer’s network size and/or to verify the software
                status.






·
            Nortel
                will from time to time assess the products offered and supported.
                The
                assessment will be based on technology, market development, product
                deployment, and support requirements and may identify certain products
                that will be discontinued. Nortel reserves the right to modify or
                to
                terminate any Support Service purchased by the customer for products
                that
                have been discontinued. Subject to the then-current Nortel policies,
                continued support for any discontinued products beyond the effective
                date
                of discontinuance may be provided on a reasonable basis, as determined
                by
                Nortel.






·
            Contracted
                services will be renewed automatically. To avoid automatic renewal
                of the
                Support Plan contract, the Customer must notify a Nortel Account
                Representative in writing ahead of the contract expiry date of Customer’s
                intent not to renew. If Customer does not send such notice, Customer
                will
                work with a Nortel Account Representative in order to identify the
                services and network coverage that will be applicable for the renewal
                period. Upon receipt of this information, Nortel will provide a renewal
                quote including pricing for the subsequent term. At this point, the
                customer can validate the proposal information and submit a PO for
                the
                renewal year.






·
            Nortel
                will log all calls for record keeping purposes regardless of potential
                case classification.






·
            A
                purchase order must be provided to Nortel to facilitate the billing
                of
                services that are not specifically identified as part of this
                service.




**Exclusions**


Unless
      negotiated otherwise, the Base Technical Support service will
      exclude:




·
            Providing
                fault reports, or lead-time/performance metrics unless specifically
                contracted for these services.






·
            Providing
                Support Services for any Nortel products purchased from unauthorized
                sources unless such products are certified by Nortel in order to
                qualify
                for Support Services. In addition, Nortel is not responsible for
                supporting third-party product(s) that are not under a support contract
                or
                for incorporating software corrections into software releases prior
                to the
                then-current supported software release(s). Nortel reserves the right
                to
                incorporate software corrections into future software releases. Nortel’s
                Hardware Recertification service identifies any deficiencies in the
                hardware to be supported and entitles customer to warranty coverage
                of
                said equipment.




Other
      Nortel services are available such as database and RF engineering, patch
      delivery, monitoring, assisted operate, capacity/performance evaluations, etc.
      See a Nortel account representative or the Nortel website, http://www.nortel.com
      for details.





If
      the
      customer requests a service that is neither part of the scope of this Base
      Technical Support Service nor within the control or responsibility of Nortel,
      then Nortel will charge additional fees to perform such services, in the event
      that Nortel agrees to perform them.


As
      new
      software loads are released for products, support for previous software releases
      is normally reduced and may eventually be discontinued. For equipment operating
      on an unsupported software release, Technical Support may be limited to ER
      according to then-current product support policies.





The
      customer acknowledges that any applicable fees associated with any
      hardware/software upgrades/improvements or changes required in order to
      implement any advice or resolution(s) provided by Nortel or to install or use
      a
      software fix, update, release or any part thereof are in addition to the fees
      for this Technical Support service or any applicable contracted
      price.




**Timelines**




The
      lead-time (from receipt of an order to the point at which service delivery
      begins) is typically a minimum of 45 days but may vary depending on the
      following factors:




·
            Number
                and type of network elements to be
                connected






·
            Customer
                responsiveness in completion of connectivity checklists and to coordinate
                with Nortel firewall access






**Appendix
      A -** **Nortel
      Case Resolutions**




**Resolution**
            **Explanation**Non-Nortel
                Attributable
            Issues
                that are either customer/partner attributableNortel
                Hardware
            Issues
                triggering a case that are due to a Nortel hardware
                deficiency.Nortel
                Software
            Issues
                triggering a case that are due to a Nortel software
                deficiency.Nortel
                Documentation
            Issues
                triggering a case that are due to a Nortel documentation
                deficiency.Nortel
                Administration
            Non-productive
                activity tracking (time tracking, opened in error,
                entitlement)Nortel
                Attributable Other
            Issues
                triggering a case that are due to other Nortel deficienciesExternal
                Attributable
            Issues
                that are beyond the control of the customer or Nortel.Other
                Projects
            Productive
                activity that falls outside of normal contracted Post In-Service
                support.
                Note: ensure LC/Regional accounting requirements are
                followed.Scheduled
                Event
            An
                E1/E2 event that was required to perform specific problem resolution
                of
                maintenance.




**Appendix
      B - Case Severity Classification**




Nortel
      uses case priorities that correspond with the Customer Severity (TL9000)
      classifications set out in the table below. Notwithstanding the TL9000 Major
      Customer Severity definition, Nortel utilizes the following additional case
      priority definitions: E2, Business Critical, and Major to provide increased
      focus on certain types of Major problems.





If
      it is
      not clear which severity level applies to the reported hardware/software
      problem, then Nortel assignment of severity level shall be used; however, if
      a
      problem clearly belongs in a given severity level as defined below, then that
      severity level shall be used.









**TL9000
                Severity Classification**
            **Nortel
                Case Priority**
            **Examples****Critical****E1**
              
              
              Problems
                that severely affect service, capacity/traffic, billing and maintenance
                capabilities and require immediate corrective action, regardless
                of time
                of day or day of the week. Problem worked continuously until resolved.
                The
                customer is required to assist during this period.
            Total
                or partial network element outage
              
              
              A
                reduction in capacity or traffic handling capability such that expected
                loads cannot be handled
              
              
              Failure
                resulting in dynamic routing, switching capability or transport
                loss
              
              
              Any
                loss of safety or emergency capability (e.g., emergency calls such
                as 911
                in North America)
              
              
              Inability
                to restart the system
              
              
              Loss
                of billing/accounting capability
              
              
              Corruption
                of billing or system databases that requires service affecting corrective
                actions
              
              
              Other
                problems that severely affect service, capacity/traffic, billing,
                and
                maintenance capabilities or are jointly viewed by Nortel and the
                customer
                as critical**Major****E2**
              
              
              Problems
                that result in potential service degradation and/or total outage.
                Serious
                situation not involving service degradation in a live environment,
                but
                leading to a total or partial loss of redundancy.
            Loss
                of redundancy of critical functions (i.e. control, interface, power,
                cooling)
              
              
              Loss
                of protection switching capability
              
              
              Short
                outages equivalent to system or subsystem outages not seriously impacting
                service with accumulated duration of greater than two minutes in
                any
                24-hour period, or that continue to repeat during longer
                periods
              
              
              A
                reduction in provisioned capacity of 5% and for a cumulative duration
                of
                > 10 minutes per 24 hours
              
              
              Repeated
                degradation of DS1/E1 or higher rate spans or connections
              
              
              Loss
                of system’s ability to perform automatic system
                reconfiguration
              
              
              Loss
                of access to maintenance or recovery operations
              
              
              Any
                loss of functional visibility and/or diagnostic capability
              
              
              Loss
                of system’s ability to provide any required system critical/major
                alarms
              
              
              Total
                loss of access to provisioning**Business
                Critical**
              
              
              Problems
                that result in a major degradation of system or service performance
                that
                impacts service quality or significantly impairs network operator
                control
                or operational effectiveness. Overall network is degraded resulting
                in
                severe limitations to operations or network management software product
                has major feature that is not working properly with only a temporary
                workaround.
              
              
              Nortel
                requires continuous support**from the customer operator**during the**troubleshooting
                and**resolution period.
            The
                customer has been given a work-around but the situation still requires
                constant attention due to the temporary nature of the
                work-around
              
              
              Software
                application/migration issues that gate the introduction of new services
                or
                functionality
              
              
              Billing
                error rates that exceed specifications
              
              
              Corruption
                of system or billing databases**Major**
              
              
              Problems
                that result in conditions that seriously affect system operation,
                maintenance and administration, etc. and require immediate attention.
                The
                urgency is less than in Business Critical situation because of a
                lesser
                immediate or impending affect on system performance, customers, and
                the
                customer’s operation and revenue.
            Degradation
                of any capacity/traffic measurement function
              
              
              Degradation
                of functional visibility and/or diagnostic capability
              
              
              Degradation
                of access for maintenance or recovery operations
              
              
              Degradation
                of the system’s ability to provide any required system critical/major
                alarms
              
              
              Loss
                of access for routine administrative activity
              
              
              Any
                system failure without direct immediate impact
              
              
              Intermittent
                degradation of services; partial loss of access to
                provisioning
              
              
              Software
                application/migration issues that do not impact service
              
              
              Reduction
                in any capacity/traffic measurement function
              
              
              Any
                loss of functional visibility and/or diagnostic capability
              
              
              Any
                significant increase in product-related customer trouble
                reports
              
              
              Follow-up
                to E1 customer problems
              
              
              Other
                problems that disrupt or prevent routine system activities, or problems
                that are jointly viewed as Major events by Nortel and the
                customer**Minor****Minor**
              
              
              Problems
                do not significantly impair the functioning of the system and do
                not
                significantly affect service to customers. These problems are tolerable
                during system use.




**Appendix
      C - Technical Support for MD and EOL Software** **Loads**




**Life
      Cycle for Software Loads**


From
      a
      Nortel Technical Support point of view, there are five categories of software
      loads:


**Software
                Load Status**
            **Software
                Life Cycle Milestone**
            **Software
                Availability**
            **Technical
                Support Availability**Production
                Load
            Generally
                Available (GA) or Channel Ready (ChR)
            Orderable
            The
                Production load is currently generally available (GA) or Channel
                Ready
                (ChR); Supported by TAS, ER, and patched where appropriate.Active
                Load
            Active
            Special
                Order Only
            The
                software load is Active. Supported by TAS, ER, and patched where
                appropriate.Inactive
                Load
            Inactive
            Not
                Orderable
            The
                software load is Inactive. Supported by TAS and ER. Consideration
                for
                patching for E1 and E2 priority emergency outages only.Retired
                Load
            Manufacture
                Discontinued (MD)
            Not
                Orderable
            The
                Retired load is Manufacture Discontinued. Supported by TAS and ER.
                The
                Retired load is not patched.Root
                Cause Analysis (RCA) is not available.End
                Of Life (EOL)
            End
                of Life (EOL)
            Not
                Orderable
            The
                EOL load has reached the Product Retirement or End of Life (EOL)
                stage of
                the life cycle and is no longer fully supported. The EOL load is
                not
                orderable. The EOL load is not patched. TAS and ER support may be
                limited.ER
                support at EOL does not include Root Cause Analysis (RCA).Stated SLA objectives for fix response times are not applicable for
                loads
                at EOL.




***Note*** *:
      Please contact your account representative to identify the classification of
      your current loads.*






**Appendix
      D - Service Level Agreement (SLA) Objectives**




Nortel
      strives to meet service level objectives for fix response times that adhere
      to
      or exceed TL 9000 industry standards.





**Service
      Level Agreement (SLA) objectives during Product Lifecycle**


**Load
                Type**
            **E1/E2
                Recovery**
            **Business
                Critical/Major**
            **Minor**Production
                Load
            Standard
                SLA
            Standard
                SLA
            Standard
                SLAActive
                load
            Standard
                SLA
            Standard
                SLA
            Standard
                SLAInactive
                load
            Standard
                SLA
            Standard
                SLA
            Standard
                SLARetired
                load
            Standard
                SLA
            Standard
                SLA
            Standard
                SLAEnd
                of Life
            SLA
                objectives not supported
            SLA
                objectives not supported
            SLA
                objectives not supported


Service
      Level Objectives vary according to the level of service purchased by the
      customer.




**Service
      Level Agreement (SLA) objectives for Wireline - Base Support
      Plan**




**Service**
            **Response**
            **Recovery**
            **Resolution**
            **Availability****E1**Emergency
                Recovery
            <
                15 mins
            Continuous
                until recovered 90% in 18 hrs
            Follow-up:
                Major
            24x7x365**E2**Emergency
                Recovery
            <
                15 mins
            Continuous
                until restored, action plan delivered in 24 hrs
            Follow-up:
                Minor
            24x7x365**Business
                Critical**Technical
                Assistance Service
            Within
                1 hour
            
            Product
                and Non Product Defect -
              
              
              90%
                Resolved in 30 TL Days
            24x7x365
                (Page Out Support)**Major**Technical
                Assistance Service
            Same
                Business Day
            
            Product
                and Non Product Defect -
              
              
              90%
                Resolved in 30 TL Days
            8X5**Minor**Technical
                Assistance Service
            Next
                Business Day
            
            Product
                and Non Product Defect -
              
              
              90%
                Resolved in 180 TL Days
            8X5









**Service
      Level Agreement (SLA) objectives for Wireless - Base Support
      Plan**


**Service**
            **Response**
            **Recovery**
            **Resolution**
            **Availability****E1**Emergency
                Recovery
            <
                15 mins
            Continuous
                until recovered 90% in
              
              
              18
                hrs
            Follow-up:
                Major
            24x7x365**E2**Emergency
                Recovery
            <
                15 mins
            Continuous
                until recovered 90% in
              
              
              18
                hrs
            Follow-up:
                Minor
            24x7x365**Business
                Critical**Technical
                Assistance Service
            Within
                1 hour
            
            90%
                Resolved in 30 TL Days
            24x7x365**Major**Technical
                Assistance Service
            Same
                Business Day
            
            90%
                Resolved in 30 TL Days
            8X5**Minor**Technical
                Assistance Service
            Next
                Business Day
            
            90%
                Resolved in 180 TL Days
            8X5




***Notes*** *:*






*·*
            *TL9000
                time includes 7X24 - 365 days/year - excluding time awaiting receipt
                of
                customer-provided data or
                actions.*






*·*
            *In
                limited situations, SLA objectives of third party suppliers may
                apply*






***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.
      Under
      this service, Nortel will use commercially reasonable efforts to ship an
      equivalent,





***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.
 22




**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                10.14 Redacted**


replacement
      FRU to the customer within 10 business days following receipt of the defective
      FRU.





Nortel
      will register and manage requests for the Return and Replace service during
      normal business days and hours observed by Nortel in the region where the
      service is being performed.





Upon
      receiving the customer’s request and after any diagnostics assistance, Nortel
      will allocate a part request number, also known as a Return Material
      Authorization (RMA) number, to each FRU to be replaced and notify the customer
      of the relevant part request number.





Following
      allocation of the part request number(s) - and provided that Nortel has a
      functionally equivalent FRU in stock - Nortel will ship an equivalent FRU within
      10 business days from the receipt of the defective FRU. Where possible, Nortel
      will ship FRUs from its regional logistic locations. If an equivalent FRU is
      not
      in stock or if the replacement FRU must be physically returned to Nortel for
      repair due to its technology or configuration, Nortel will use commercially
      reasonable efforts to expedite the customer’s order.




**Customer
      Responsibilities**




With
      regards to Repair Services, the customer will be required to:




·
            Pay
                all applicable duties, taxes, and other charges associated with the
                importation of the replacement (or repaired) FRU into the country
                of
                destination.






·
            Use
                the specifically assigned part request number(s) provided by Nortel
                and
                include completed Nortel Fault Report Forms when returning any
                FRU.






·
            Adhere
                to packing instructions provided by Nortel (including anti-static
                precautions) when returning the defective
                unit.






·
            Put
                the replacement (or repaired) FRU into
                service.






***Note*** *:
      On-site repair and on-site replacement labor are not included with Repair
      Services.*






**Assumptions**




The
      following assumption will govern the delivery of Repair Services:




·
            Equipment
                still covered by original 12-month warranty is processed for repair
                using
                this process. However, the customer is not charged for repair equipment,
                including charges for return of defective items, if original warranty
                is
                still in place. Warranty equipment must be registered with Nortel
                via the
                support plan to receive warranty or non-warranty support. Once warranty
                expires, equipment repairs are handled via the Repair process set
                forth
                here until expiration of the support
                plan.






·
            Nortel
                will incur the expense of shipping the replacement (or repaired)
                FRU to
                the customer using a method and carrier selected by Nortel. Nortel
                is
                responsible for loss of, or damage to, a FRU while it is in possession
                by
                Nortel or in transit to the customer. Nortel does not guarantee the
                arrival time of the replacement (or repaired)
                FRU.






·
            Unless
                required for operational reasons and agreed upon with Nortel, the
                replacement (or repaired) FRU will be at the then-current minimum
                hardware, firmware, and software release levels, as they are made
                Generally Available (GA) by Nortel.






·
            Nortel
                warrants the replacement (or repaired) FRU to be free from defects
                in
                workmanship and material attributable to Nortel for a period of 12
                months
                from the replacement (or repaired)
                date.






·
            Nortel
                reserves the right to reject the return of any FRU that does not
                clearly
                display the specific part request number (RMA number).






·
            As
                part of the Repair Service, Nortel will monitor all faulty circuit
                pack
                returns for No Fault Found (NFF) from the customer. The term NFF
                refers to
                a pack that upon receipt by Nortel is tested and found to comply
                with
                applicable Nortel specifications. All returns classified as NFF that
                are
                greater than 10% of the total circuit pack return volume from the
                customer
                will be subject to the per-incidence repair service fee, as published
                by
                Nortel. Nortel will measure the total circuit pack return volume
                on a
                quarterly basis.




**Specific
      for Return and Replace Service**


If
      in the
      judgment of Nortel, the returned FRU has been damaged by misuse, accident,
      modification, failure to maintain proper physical or operating environment
      or
      improper maintenance by the customer, then Nortel will contact the customer
      to
      decide upon the course of action. Possible actions may include:




·
            Scrapping
                the returned, defective FRU.






·
            Returning
                the defective unrepaired FRU to the customer at the customer’s
                expense.






·
            Replacing
                the defective FRU in which case, Nortel will invoice the customer
                the full
                replacement cost of the unit at the then-current Nortel list price
                or any
                applicable contracted price.






**Exclusions**




The
      following exclusions will govern the delivery of Repair Services:




·
            Repair
                Services do not include Emergency Part Dispatch. For emergency situations
                requiring next-day shipment, the customer may request the Nortel
                Emergency
                Parts Dispatch service.






-
            Emergency
                repair support is accessible 24 hours a day, seven days a
                week






-
            Emergency
                service is subject to the terms and conditions of such service and
                subject
                to additional fees, as published in the Nortel Price
                List






-
            Under
                the Emergency Parts Dispatch service, Nortel will exercise all reasonable
                efforts to ship an equivalent FRU on the next day, subject at all
                times to
                Nortel having a functionally equivalent FRU in stock.






-
            The
                choice of delivery carrier and freight charges will be the customer’s
                responsibility






·
            Hardware
                upgrades






·
            Coverage
                for: (i) consumable items and supplies that are “used up” during normal
                product operation (such as printer ribbons, light bulbs, fuses, filters,
                etc.), (ii) original equipment manufacturer (OEM) products/vendor
                equipment and the customer’s third-party equipment not furnished by
                Nortel, (iii) cable plant, (iv) miscellaneous network hardware furnished
                by Nortel (such as monitors, printers, modems, etc.), (v) power equipment
                (such as fuse panel, batteries, miscellaneous hardware, racks, cabling,
                etc.), and (vi) major system assemblies (such as frames, bays, shelves,
                line drawers, etc.).






·
            On-site
                repair or replacement and any associated labor, or travel and living
                expenses




Nortel
      will not provide fault reports, or lead-time/performance metrics.





***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.
 23





Support
      Services cover Nortel products purchased either from Nortel or from an agent
      authorized by Nortel. Nortel will not be obligated to provide Support Services
      for any Nortel products purchased from unauthorized sources unless such products
      are certified by Nortel in order to qualify for Support Services. In addition,
      Nortel is not responsible for supporting third-party product(s) not supplied
      by
      Nortel or its agents.




***Note*** *:
      Available Nortel service offers to certify equipment for Support Services
      coverage include Optical Equipment Certification (A0504498),* *System
      Level Switch Certification for DMS* *(A0851089), Multiservice Switch Upgrade Certification (A0844533) and Services
      Edge Router Certification (A0506960). Certification by Nortel of equipment
      purchased from unauthorized sources or delivery of Support Services for such
      equipment does not relieve customer of any obligation that may be outstanding
      to
      pay applicable RTU fees.*






***Third-Party*** **Product Spares - Next Day**




The
      Third-Party Product Spares -
      Next
      Day service
      consists of:




·
            Technical
                Support






·
            Third-Party
                ProductSpares(dispatch of replacement part and dispatch of a field technician
                for
                on-site installation with a next-day target arrival at contracted
                customer
                sites).




With
      Nortel managing third-party spares inventory logistics as well as the assignment
      and dispatch of a field technician, the Third-Party Product Spares - Next Day
      service provides for the delivery and installation of replacement Field
      Replaceable Unit (FRUs) to the customer’s contracted sites for the covered
      third-party products that are supplied by Nortel or purchased separately by
      the
      customer. Nortel will dispatch a spare part (FRU) to the customer’s contracted
      site in exchange for the faulty FRU removed from the defective Nortel product.
      A
      field technician dispatched by Nortel to the customer’s contracted site will
      remove the faulty FRU from the affected Nortel product, install the replacement
      FRU, and return the faulty FRU back to Nortel.





The
      Third-Party Product Spares - Next Day service virtually eliminates the need
      for
      the customer to purchase and hold spares inventory or to provide a field
      technician for spare-part replacement.





This
      service can more specifically help the customer:




·
            Receive
                dependable remote technical assistance and emergency recovery for
                issues
                associated with the operation and maintenance of Nortel products
                in the
                customer’s network.






·
            Save
                spares hardware capital and expense because the
                service:






-
            Eliminates
                dedicated spares inventory and lost spares hardware
                costs






-
            Saves
                the cost of financing non-revenue-producing
                inventory






-
            Saves
                on the expense of repairing and making baseline changes to sparing
                inventory






-
            Saves
                the cost associated with inventory
                taxes






·
            Save
                inventory management capital and expense because the
                service:






-
            Saves
                costs associated with inventory management tools, storage cabinets,
                and
                local and central warehousing.






-
            Eliminates
                or reduces delivery and shipping
                costs.






-
            Eliminate
                resource requirements for personnel associated
                with:






-
            Defective
                parts return management






-
            Process
                management






-
            Inventory
                planning and administration






-
            Tracking
                and baseline control






-
            24x7
                warehousing management






-
            24x7
                parts delivery and installation






-
            Hiring
                and training of field maintenance
                personnel






**Service** **Deliverables**




The
      Third-Party Product Spares - Next Day service deliverables includes:




·
            Contract
                Administration (or Spares Program Office) to support communications
                and
                administrative issues relating to the
                service.






·
            A
                single point of contact - the Nortel Managed Spares Call Center -
                for
                placing replacement FRU service
                requests.






·
            Access
                to, and use of, Nortel spares inventory from central
                depots.






·
            Spare-part
                warehousing and inventory
                management.






·
            Replacement
                FRU dispatch and delivery with a next-day target arrival to the customer’s
                contracted sites.






·
            On-site
                removal of the faulty FRU and installation of the replacement
                FRU.






·
            DefectiveFRU return process






·
            Escalation
                management.




**Technical
      Support**


Base
      Technical Support involves remote support for issues associated with the
      maintenance of third-party products.




***Note*** *:
      Please refer to Technical Support section of this document for
      details*




**Nortel
      Managed Spares Call Center**


The
      Nortel Managed Spares Call Center is the customer’s single point of contact for
      the Third-Party Product Spares - Next Day service. The Call Center is available
      24 hours a day, seven days a week and serves as:




·
            A
                single point of contact to receive replacement FRU service requests
                from
                the customer.






·
            A
                logistics and coordination center for all FRUs dispatched and delivered
                to
                the customer’s contracted site(s).






·
            A
                coordination center for the assignment and dispatch of the field
                technician to the customer’s contracted
                site(s).






·
            An
                information and escalation center forservicerequests.




**Spares
      Inventory**





To
      furnish the Third-Party Product Spares - Next Day service, Nortel owns, stocks,
      warehouses, and dispatches replacement FRUs from inventory held in central
      depots to





***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.
 24




**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                10.14 Redacted**


support
      the maintenance of deployed Third-Party products. Nortel repairs the faulty
      FRUs
      returned on behalf of the customer in exchange for the replacement FRUs and
      returns them back into the spares inventory. This inventory is used to respond
      to service requests made by the customer under this service definition for
      the
      Third-Party Product Spares - Next Day service. Replacement FRUs may not be
      new
      but will be in working order and equivalent to the FRU exchanged.




***Note*** *:
      An
      inventory list used to price the Third-Party Product Spares - Next Day service
      will be provided. FRUs will be identified on the list.*




All
      replacement FRUs are exchanged on a like-for-like basis and maintained at,
      or
      above, baseline releases specified by Nortel or the Third-Party Supplier. Each
      replacement FRU will be form, fit, and function compatible to the faulty FRU
      being replaced. The final inventory FRU list identified by Nortel as required
      to
      support the Nortel products in the customer’s network will be based on the final
      product configurations of the inventory of Nortel products deployed in the
      customer’s network at each of the customer’s contracted site(s).





**Spares
      Warehousing and Inventory Management**


Nortel
      has a warehousing distribution system that is based on a central depot
      distribution center. A warehouse located in the United States provides for
      the
      dispatch of replacement FRUs to the customer’s contracted sites located in most
      major metropolitan areas and strategic rural locations throughout North America.


Nortel
      establishes and maintains restocking levels that reflect service planning and
      inventory management practices that are standard in the industry. The spares
      inventory turnover is closely monitored and adjusted as necessary on an ongoing
      basis.





**Replacement
      FRU Dispatch and Delivery**


After
      a
      request for a replacement FRU has been validated by the Call Center, Nortel
      will
      pick, pack, and dispatch the replacement FRU using a common carrier overnight
      delivery service to make the delivery to the customer’s contracted site. The
      replacement FRU will be delivered the next day for customer requests received
      and validated by the Call Center prior to 7:00 pm, local time, at the
      dispatching central depot. Weekend and holiday deliveries are subject to common
      carrier limitations on its overnight delivery services for weekends and for
      its
      observed holidays.





**Dispatch
      of Field Technician and Replacement FRU Installation**


After
      a
      request for a replacement FRU has been validated by the Call Center, Nortel
      will
      assign a field technician, who will be scheduled for arrival on the next day
      for
      customer requests received and validated by the Call Center prior to 7:00 p.m.,
      local time, at the dispatching central depot. The Call Center will coordinate
      the arrival of the field technician with the common carrier’s scheduled
      overnight delivery of the replacement FRU at the customer’s contracted site.





The
      Nortel field technician will deinstall the defective part and install the
      replacement FRU.





***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.
 25





**Note** :
      A list
      of field technician qualifications can be provided.


While
      on
      site, the field technician will assist in resolving technical issues associated
      with the faulty FRU by working under the direction of the Network Operations
      Center (NOC) personnel who are responsible for monitoring the customer’s
      network. Nortel will assume that the NOC will play the lead role in resolving
      the network’s technical issues; therefore, the NOC should have highly skilled
      technical product experts to troubleshoot the problem and to provide the field
      technician with the replacement directions and corrective actions to be
      performed on site.





The
      field
      technician will have the skills to assist the NOC in resolving the site hardware
      issue and will act as the “eyes and hands” on site for the NOC personnel. The
      technician will have been trained in the equipment’s operation to aid the NOC in
      troubleshooting the problem and will replace the faulty hardware as required,
      but the technician will not troubleshoot without the direction of NOC
      personnel.





**Defective** **FRU Return Process**


Nortel
      field technician will arrange for the return of the faulty FRU back to Nortel
      on
      behalf of the customer. Faulty FRUs become Nortel property when received by
      Nortel. Upon receipt by Nortel of the exchanged (i.e., faulty) FRU, the
      replacement FRU becomes the customer’s property.




***Note:*** *The
      Defective FRU Return Process will adhere to the Nortel Material on Loan (MOL)
      policy.*




**Escalation
      Management**


The
      Call
      Center is the escalation channel to the customer for raising unsatisfactory
      service conditions or immediate concerns associated with the Third-Party Product
      Spares - Next Day service. Nortel internal escalation will begin under the
      following situations:




·
            When
                the Call Center representative becomes aware of a condition that
                may
                prevent Nortel from meeting its dispatch for next-day delivery
                targets.






·
            In
                the event a replacement FRU is not available to meet the next-day
                delivery
                target.






·
            When
                the ability of Nortel to fulfill a replacement FRU service request
                is
                affected by a conflict between the customer’s service request and the
                Nortel service entitlement
                database.






**Nortel
      Responsibilities**




The
      Third-Party Product Spares - Next Day service provides for Nortel to own,
      manage, and warehouse spares parts and then dispatch them on an as-needed basis
      to a contracted customer site to replace a failed unit in the network. A
      dispatched field technician will remove the defective part from service and
      install the replacement spare. The field technician will return the defective
      part to Nortel for repair so that it can be put back into inventory as a
      replacement part.





**Service
      Level: Next Day**


Third-Party
      Product Spares - Next Day service provides for dispatch of replacement FRUs
      and
      a field technician for arrival Monday through Friday from 7:00 a.m. to 7:00
      p.m., customer local time. Weekend and holiday arrivals are subject to common
      carrier





***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.
 26





limitations
      on its overnight delivery services for weekends and for its observed
      holidays.


After
      the
      Nortel Managed Spares Call Center validates the customer’s request for a
      replacement FRU, Nortel assigns a field technician and dispatches the
      replacement FRU(s), each to arrive at the customer’s contracted site on the next
      day, if the request is validated prior to 7:00 p.m., local time, at the
      dispatching central depot. If validation is completed after 7:00 p.m., then
      arrival at the customer’s contracted site will be on the second day.


For
      example, if validation is completed at 6:00 p.m. on Monday, then Nortel will
      assign the field technician and dispatch the replacement FRU(s) for arrival
      on
      Tuesday between 7:00 a.m. and 7:00 p.m. If validation is completed at 9:00
      p.m.
      on Monday, then arrivals at the customer’s contracted site will be on Wednesday
      between 7:00 a.m. and 7:00 p.m.


Any
      diagnosis and troubleshooting required to identify the faulty FRU to be replaced
      needs to be completed prior to the customer’s placement of the call to the Call
      Center to request the replacement FRU. The response time interval starts after
      the Call Center’s validation of the customer’s request for a replacement FRU and
      the assignment of a replacement FRU service request number.





The
      Third-Party Product Spares - Next Day Service Level Target response times are
      set out below:


**Third-Party
                Product Spares - Next Day Service Level Targets**Service
                Level
            Call
                Center Response
            Field
                Technician and FRU Arrival at Site
            Performance
                TargetAvailability
            24x7
            7:00
                am - 7:00 pm
            95%Response
            Immediate
            Next
                Day
            95%




***Note:*** *Performance Targets are measured for each annual term. Nortel strives to
      dispatch replacement FRUs and field technicians to the correct customer
      contracted site and on time; however, there may be occasions where response
      times cannot be met, due to circumstances that are beyond Nortel’s control.*






**Customer
      Responsibilities**




The
      customer’s responsibilities with regards to Technical Assistance and 24x7
      Emergency Recovery have been described previously in the service definition
      for
      Technical Support.





With
      regards to the Third-Party Product Spares - Next Day service, the customer
      agrees that the service will not be used to supplement the customer’s equipment
      ordering process. Further, the customer is required to:




·
            Provide
                the full count and product configurations of all the Nortel products
                deployed in the customer’s network that are to be supported to allow for
                Nortel planning and management of appropriate replacement FRU
                inventories.






·
            Identify
                the location/address, any security access, and maps/driving instructions
                for each customer site to be covered by this service if in a non-urban
                area. For locations requiring special access, such as government
                facilities or financial institutions, the customer must provide written
                documentation needed to obtain
                access.






·
            Inform
                the contract administration prime (or a project office point of contact)
                of any change to the customer’s site(s). This information must include new
                Nortel products and product configurations
                added






·
            to
                customer’s network; any adds, changes, or deletions to existing
                configurations; and/or the establishment of new customer sites and/or
                product configurations at those customer
                sites.






·
            Provide
                the first level of diagnostics in determining the need for a replacement
                FRU using the customer’s in-house structure that performs first-line
                support.






·
            Confirm
                appropriate access and make provisions for receiving the replacement
                FRU
                at a predefined time and location in a timely manner, which
                includes:






-
            Informing
                the Call Center of any rules that apply to the Nortel field technician
                to
                gain access to the contracted customer’s
                site.






-
            Designating
                a customer representative to meet the carrier to receive delivery
                of the
                replacement FRU.






-
            Designating
                a customer representative to meet the Nortel field technician and
                escort
                the technician to the affected
                product.






·
            Make
                arrangements for the Nortel field technician to leave the contracted
                customer site with the faulty FRU to return to Nortel on the customer’s
                behalf.






·
            Agree
                that Nortel may subcontract all or any portion of the service to
                subcontractors selected by Nortel provided that Nortel remains fully
                responsible to the customer for the performance of the service set
                out in
                this service definition.






**Assumptions**




The
      following assumptions will govern the delivery of the Third-Party Product Spares
      - Next Day service:




·
            Service
                availability is subject to geographical
                limitations.






·
            In
                some instances, the proposed managed spares program is subject to
                a
                separate, valid, signed agreement between the customer and Nortel.
                This
                separate agreement will include a Contract Statement of Work (CSOW)
                and
                will set forth the applicable terms and conditions governing the
                acceptance and delivery of services. As long as the customer has
                provided
                the required product, configuration, quantity and location details
                as set
                forth in the Responsibilities section, further contract agreement
                are not
                required.






·
            Unless
                otherwise agreed to in writing between the customer and Nortel, the
                replacement FRU will be at the then-current minimum hardware, firmware,
                and software release levels as published by
                Nortel.






·
            The
                Call Center will inform the customer’s service requestor and the Nortel
                contract administration prime (or the project office point of contact)
                if
                a customer service request is outside the scope of work set out in
                this
                service definition (i.e., non-compliant). Examples of non-compliant
                requests include a service request on a non-contracted Nortel product,
                or
                a service request for a customer site not listed for coverage under
                this
                service definition. If the service request is non-compliant, then
                the
                customer may request a quotation from the Nortel contract administration
                prime (or the project office point of contact) for the Nortel list
                price
                for dispatch of a FRU or technician. If the customer proceeds with
                the
                non-compliant request, then the call will be verified against a Purchase
                Order (PO) number furnished by the customer, and a replacement FRU
                and/or
                technician will be dispatched on a commercially reasonable basis
                and will
                not be subject to the service-level targets set out in this service
                definition. The customer agrees to promptly pay invoices issued by
                Nortel
                for such non-compliant services.






·
            In
                the event****that
                the customer’s representative is not at the customer’s site designated by
                the authorized caller to meet the carrier and the Nortel field technician,
                then reasonable efforts will be made by the carrier and/or field
                technician to contact the customer’s on-site representative for a period
                not to exceed 30 minutes after arrival. If the customer does not
                receive
                the replacement FRU and/or field technician, then the FRU will be
                returned
                to the originating spares depot, and/or the field technician will
                return
                to Nortel.






·
            Any
                changes to the scope of the project requirements once agreed upon
                will
                result in the requirement for a Job Change Order (JCO) with additional
                charges on a time-and-material
                basis




**Exclusions**




Unless
      negotiated otherwise, the Third-Party Product Spares - Next Day service will
      exclude:




·
            Spare
                inventory warehousing, inventory management and delivery of replacement
                FRUs not identified in the final contract with the customer or as
                subsequently modified in writing between the customer and Nortel.






·
            Support
                for any customer sites not identified in the final contract with
                the
                customer or as subsequently modified in writing between the customer
                and
                Nortel.






·
            Access
                to FRUs for the purposes of provisioning (i.e., adding to) the customer
                network.






*·*
            Logistics,
                inventory or service costs associated with changes to the customer
                network
                configuration - changes may include moves, adds, overbuilds, network
                extensions, new routes, etc.






**Timelines**




The
      CSOW
      will set forth the applicable terms and conditions governing the acceptance
      and
      delivery of Third-Party Product Spares - Next Day service and must be in place
      before the program set-up time begins. The standard service set-up lead-time
      is
      30 days from Nortel acceptance of a customer PO. For extensive customer network
      deployments or where new local depot stocks need to be established, set-up
      lead-time may require up to 60 days. Service set up must be completed before
      the
      Nortel Call Center can begin accepting the customer’s service request calls for
      replacement FRUs or to dispatch field technicians.





***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.
 27







**Corrective
      Content Management**







Nortel
      offers the Corrective Content Management service for the delivery and
      application of patches and patch packages, as well as the application of
      maintenance releases that will be used to enhance software currently installed
      in customer sites or lab environments. This service provides skilled personnel
      for the delivery of patches to customer’s network and the application of
      corrective content (patches, patch packages, and maintenance releases).




**Service** **Deliverables**




Nortel
      Corrective Content Management service includes the following
      deliverables:




·
            Download
                and application of patches and patch packages to elements (or point
                of
                use) in the customer’s network, which are supported by this service
                offering under a standard 28-day cycle (see Appendix A). Patch application
                will be performed via auto-apply methodologies for those products
                that
                have auto-apply capability.






·
            Based
                upon individual product release schedules, application of maintenance
                releases to element(s) in the customer’s network, which are supported
                under this service offering (see Appendix A).






·
            Electronic
                notification of patch delivery success or
                failure






**Nortel
      Responsibilities**




Nortel
      will be responsible for:




·
            Planning
                and scheduling service delivery with input from the customer
                representative






·
            Performing
                Corrective Content activities in compliance with Nortel standard
                specifications and procedures






·
            Delivering
                and applying the patches and patch packages, and apply the maintenance
                releases necessary for the customer’s network element(s) based upon
                element information provided by the customer. Maintenance release,
                and
                patch/patch package applications will be performed during the agreed-upon
                maintenance window and following the distribution of the software
                to the
                network elements.






***Note*** ***:*** *Corrective content may be downloaded at any point within a 24-hour/28-day
      period, unless otherwise specified by the customer.*






***Note:*** *The
      application of some product corrective content may require a network element
      (or
      elements) to be taken out of service and/or restarted. Nortel, in conjunction
      with the customer, will manage this requirement as part of this
      service.*






·
            Un-tarring
                and moving patches for SGSN (Serving GPRS Support Node) and SIG (SS7
                IP
                Gateway) elements from the dropbox or SDS (Software Distribution
                Site)
                server to the end element where the patches will be applied. If patches
                are delivered to a dropbox, and an SDS exists within the customer’s
                network, the patches will be moved from the dropbox to the SDS, un-tarred
                at the SDS, and then transferred to the end element. If no SDS exists,
                but
                a dropbox exists within the customer’s network, the patches will be
                un-tarred on the dropbox and then transferred to the end
                element.






·
            Downloading
                and applying Emergency (EMG) category patches within three business
                days
                (Monday through Friday) from the time that the patch is released






***Note:*** *If
      an EMG patch is classified as disruptive, then the patch application schedule
      will have to be negotiated with the customer.*






·
            Removing
                patches categorized as Obsolete Emergency (OBE) within three business
                days






·
            Providing
                electronic notification to the customer upon successful/unsuccessful
                delivery and application of patch
                content






·
            Providing
                switch health checks prior to (and during) application activity.
                Health
                Check (NHC) looks for common, symptomatic network anomalies that
                would
                prevent a successful deployment of corrective
                content.






·
            Working
                in conjunction with the customer to identify and resolve any patch
                download and corrective content application failures (patching/patch
                packages or maintenance releases) that may arise during the delivery
                of
                the service






·
            Performing
                a post-check to verify operational status following patch/patch packages
                and maintenance releases corrective content
                application






·
            Leaving
                the network in the same state as prior to the start of the corrective
                content application process






**Customer
      Responsibilities**




For
      the
      successful delivery of this service, the customer must:




·
            Provide
                contact names, e-mail addresses, and phone numbers (preferably with
                voice
                mail), and keep contact list current through the duration of this
                service






·
            Identify
                which element(s) deployed within the network will be included in
                this
                service prior to the commencement of the service






·
            Provide
                Nortel with 24/7 remote access to the network element(s), device(s),
                and/or intermediate server (i.e., SDS, where applicable), including
                the
                location/user home directory, user ID, and password. The userid and
                password are to remain static throughout the duration of the Corrective
                Content Management service. In the event a change is required, the
                customer will need to communicate the change(s) to Nortel in an
                agreed-upon timeframe and format.






·
            Provide
                facilities for remote network access, including associated User IDs
                and
                passwords, through the use of a secure high-speed machine-to-machine
                interface using a VPN tunnel, T1/E1 link, Secure Shell connection
                or
                Contivity, and ensure that connectivity to the customer’s NE(s) or
                device(s) is available at all times for automated corrective content
                download activity. The VPN tunnel should permit only authorized Nortel
                resources (personnel and equipment) to access the tunnel. These resources
                are only permitted with customer’s consent and for the intent specified.






***






***Caution:*** ******* **






·
            Support
                for X.25 connectivity is limited to legacy DMS TDM switch elements
                for
                customers that already subscribe to this pre-existing
                service.






·
            Ensure
                sufficient space is available for corrective content download (where
                applicable) on the network element(s) or device(s) to which corrective
                content will be downloaded






·
            Provide
                a technically knowledgeable representative during all corrective
                content
                management activities, and have technically knowledgeable resources
                available to travel to site to address site related issues that may
                arise






·
            Ensure
                the network element(s) are at a compatible and appropriate software
                release level prior to the application of the corrective
                content






·
            Ensure
                any new hardware required to meet the requirements for applying corrective
                content is available and installed prior to the
                application






·
            Distribute
                maintenance loads (maintenance releases), when maintenance loads
                are
                available on media, to equipment requiring the corrective content
                prior to
                the start of the corrective content management
                service






·
            Troubleshoot
                all alarms prior to scheduled corrective content application
                activities






·
            Verify
                that the appropriate entitlements to use the corrective content software
                updates, whether through initial equipment purchase agreements, software
                support contracts, or other contractual agreements with Nortel are
                in
                place prior to the commencement of the
                service






·
            Ensure
                auto-apply is enabled on each DMS-100F switch and is set to run at
                least
                five days a week (for patching)






·
            Minimize
                changes to location and naming convention of NE(s) requiring corrective
                content (where applicable) download






·
            Configure
                the dropbox for SGSN, USGSN and SIG patches as an SDS server if no
                SDS
                server exists within the customer’s network. This will enable the patches
                to be un-tarred at the dropbox location and then transferred to the
                end
                element. Create an SDS if no SDS exists. In the case of GGSN patches,
                configure the dropbox as an SCS server if no SCS server exists within
                the
                customer’s network. This will enable the patches to be un-tarred at the
                dropbox location and then transferred to the end
                element






·
            Provide
                file management and FTP (File Transfer Protocol) privileges on the
                SDS/SCS
                server






**Assumptions**




The
      following assumptions will govern the delivery of the Corrective Content
      Management service:




·
            This
                service is available for Nortel products supported under this service
                offering that are listed in Appendix A of this document, and which
                have
                met Nortel Patch Operations acceptance criteria.






·
            Where
                the Corrective Content service is offered remotely, it is provided
                via a
                secure customer-provided VPN tunnel *** for those customers who already
                subscribe to this pre-existing
                service






·
            IP
                addresses, user names, passwords, and directory structures must be
                left
                intact to help ensure successful ongoing corrective content delivery.
                If a
                change is made or requested to be
                made:






-
            For
                NA and CALA, Patch Operations needs to be contacted at 1-800-4NORTEL
                using
                the appropriate Express Routing Code (ERC).






-
            For
                EMEA, contact the software delivery
                prime.






·
            A
                customer representative will need to work with an authorized Nortel
                representative to form a virtual team; this team will coordinate
                all
                matters related to the service
                activities






·
            Communication
                between members of each team should be possible during normal Nortel
                business hours (Monday through Friday, 8 a.m. to 5 p.m. local time),
                excluding Nortel’s holidays. Backup personnel and escalation paths will
                need to be identified and communicated between each team prior to
                the
                start of the service activities.






·
            All
                required customer-provided information should be received by Nortel
                within
                the required and agreed-upon
                timeframes.






·
            For
                patching, this service is priced using a standard (28-day) cycle.
                If the
                customer requires more frequent patch/patch package download and
                application, the price of the service will be adjusted to accommodate
                this
                requirement (maintenance release service schedules will be based
                upon
                individual product release
                schedules).






·
            Only
                applicable “GEN” (Generally Available), “ACT” (Activateable), or “EMG”
                (Emergency) category corrective content (patches, patch packages,
                and/or
                maintenance releases) will be downloaded and applied as part of this
                service offering






·
            Corrective
                content (patches/patch packages and/or maintenance releases) with
                a status
                of “V” (Verification office) may be downloaded and applied for a site(s)
                that has been identified as a verification
                office






*·*
            Corrective
                content download is not dependent upon the availability of a maintenance
                window and may occur at any time of the day, unless the customer
                specifies
                and requests a specific window of time.






·
            The
                customer will need to identify all specific elements requiring service.
                If
                the actual number of NEs or current network design is different than
                that
                provided to Nortel at the time of the Corrective Content Management
                service proposal, or if the customer makes changes to the network
                after
                the service commences which causes additional effort (e.g., the corrective
                content management effort has started but needs to be rescheduled
                because
                of a gating hardware issue or additional effort is incurred to
                troubleshoot and clear corrective content management affecting alarms),
                then additional charges will apply, which will be charged at the
                then-current non-contract technical assistance rate plus expenses.
                Additional charges will be discussed and signed off by the customer’s
                primary contact before the commencement of work.






·
            ForDMS
                and Wireline VoIP and Wireless Voice Core elements (Switch/HLR),
                download
                and application of EMG patches/patch packages and application of
                EMGmaintenance
                releaseswill
                be performed within three business days.For
                Access or Data network elements, EMG corrective content will be downloaded
                within three business days and applied within two weeks.






***Note:*** *Above timeline is applicable (Monday through Friday) from the time that the
      emergency corrective content is released. If an EMG corrective content is
      classified as disruptive, the application schedule will have to be negotiated
      with the customer.*






·
            Application
                of maintenance releases and patch packages will be dependent upon
                individual product release
                schedules.






·
            Corrective
                content application will occur during maintenance window as agreed
                upon by
                the virtual team comprised of Nortel and Customer representatives.
                For the
                North American market, the default maintenance widow is Monday-Thursday
                11:00 p.m. to 6:00 a.m. (Eastern Time); any exceptions must be agreed
                upon
                by the virtual team prior to the commencement of
                work.






·
            The
                service is provided in conformance with Nortel’s published software and
                hardware support polices.






·
            This
                service is applicable only to the North America, Caribbean, Latin
                America
                (CALA) and EMEA markets.






**Exclusions**




Unless
      negotiated otherwise, the Corrective Content Management service will
      exclude:




·
            Implementing
                security measures, whether from a Nortel or a customer perspective,
                other
                than those expressly agreed upon.






·
            Reconfiguring
                existing equipment, whether previously supplied by Nortel or by another
                vendor.




Nortel
      offers the Corrective Content Management service for the delivery and
      application of patches and patch packages as well as the application of
      maintenance releases that will be used to enhance software currently installed
      in customer sites or lab environments. This service provides skilled personnel
      for the delivery of patches to customer’s network and the application of
      corrective content (patches, patch packages and maintenance releases).




**Service** **Deliverables**




Corrective
      Content Management service includes:




·
            Downloading
                and applying patches and patch packages to elements (or point of
                use) in
                the customer’s network, which are supported by this service offering under
                a standard 28-day cycle (certain products may be on a different service
                cycle (please see Appendix A for product-specific standards). Patch
                application will be performed via auto-apply methodologies for those
                products that have auto-apply
                capability.






·
            Based
                upon individual product release schedules, application of maintenance
                releases to element(s) in the customer’s network, which are supported
                under this service offering (see Appendix A).






·
            Electronic
                notification of patch delivery success or
                failure






**Nortel
      Responsibilities**




Nortel
      will be responsible for:




·
            Planning
                and scheduling service delivery with input from the customer
                representative






·
            Performing
                corrective content activities in compliance with Nortel standard
                specifications and procedures






·
            Delivering
                and applying the patches and patch packages, and applying the maintenance
                releases necessary for the customer’s network element(s) based upon
                element information provided by the customer. Maintenance release,
                and
                patch/patch package applications will be performed during the agreed-upon
                maintenance window and following the distribution of the software
                to the
                network elements.






***Note*** ***:*** *Corrective content may be downloaded at any point within a 24-hour/28-day
      period, unless otherwise specified by the customer.*






***Note:*** *The
      application of some product corrective content may require a network element
      (or
      elements) to be taken out of service and/or restarted. Nortel, in conjunction
      with the customer, will manage this requirement as part of this
      service.*






·
            Un-tarring,
                and moving the patches from the dropbox or SDS (Software Distribution
                Site) server , in the case of SGSN (Serving GPRS Support Node) and
                SIG
                (SS7 IP Gateway) elements, to the end element where the patches will
                be
                applied. If patches are delivered to a dropbox, and an SDS exists
                within
                the customer’s network, the patches will be moved from the dropbox to the
                SDS, un-tarred at the SDS, and then transferred to the end element.
                If no
                SDS exists, but a dropbox exists within the customer’s network, the
                patches will be un-tarred on the dropbox and then transferred to
                the end
                element.






·
            Downloading
                and applying Emergency (EMG) category patches within three business
                days
                (Monday through Friday) from the time that the patch is released






***Note:*** *If
      an EMG patch is classified as disruptive, then the patch application schedule
      will have to be negotiated with the customer.*






·
            Removing
                patches categorized as Obsolete Emergency (OBE) within three business
                days






·
            Providing
                electronic notification to the customer upon successful/unsuccessful
                delivery and application of patch
                content






·
            Providing
                switch health checks prior to and during application activity. Health
                Check (NHC) looks for common, symptomatic network anomalies that
                would
                prevent a successful deployment of corrective
                content.






·
            Working
                in conjunction with the customer to identify and resolve any patch
                download and corrective content application failures (patching/patch
                packages or maintenance releases) that may arise during the delivery
                of
                the service






·
            Performing
                a post-check to verify operational status following patch/patch packages
                and maintenance releases corrective content
                application






·
            Leaving
                the network in the same state as prior to the start of the corrective
                content application process






**Customer
      Responsibilities**




For
      the
      successful delivery of this service, the customer must:




·
            Provide
                contact names, e-mail addresses, and phone numbers (preferably with
                voice
                mail), and keep contact list current through the duration of this
                service






·
            Identify
                which element(s) deployed within the network will be included in
                this
                service prior to the commencement of the service






·
            Provide
                Nortel with 24/7 remote access to the network element(s), device(s),
                and/or intermediate server (i.e., SDS, where applicable), including
                the
                location/user home directory, user ID, and password. The userid and
                password are to remain static throughout the duration of the Corrective
                Content Management service. In the event a change is required, the
                customer will need to communicate the change(s) to Nortel in an
                agreed-upon timeframe and format.






·
            Provide
                facilities for remote network access, ***.






***Note*** ***:*** ** ***






***Caution:*** ******* **






·
            Support
                for *** customers who already subscribe to this pre-existing
                service.






·
            Ensure
                sufficient space is available for corrective content download (where
                applicable) on the network element(s) or device(s) to which corrective
                content will be downloaded






·
            Provide
                a technically knowledgeable representative during all corrective
                content
                management activities, and have technically knowledgeable resources
                available to travel to site to address site related issues that may
                arise






·
            Ensure
                the network element(s) are at a compatible and appropriate software
                release level prior to the application of the corrective
                content






·
            Ensure
                any new hardware required to meet the requirements for applying corrective
                content is available and installed prior to the
                application






·
            Distribute
                maintenance load(s) (maintenance releases) to equipment requiring
                the
                corrective content prior to the start of the corrective content management
                service when maintenance loads are available on
                media






·
            Troubleshoot
                all alarms prior to scheduled corrective content application
                activities






·
            Verify
                that the appropriate entitlements to use the corrective content software
                updates, whether through initial equipment purchase agreements, software
                support contracts, or other contractual agreements with Nortel are
                in
                place prior to the commencement of the
                service






·
            Ensure
                “auto-apply” is enabled on each DMS-100F switch and is set to run at least
                five days a week (for patching)






·
            Minimize
                changes to location and naming convention of network element(s) requiring
                corrective content (where applicable)
                download






***






·
            Provide
                file management and FTP (File Transfer Protocol) privileges on the
                SDS/SCS
                server






**Assumptions**




The
      following assumptions will govern the delivery of the Corrective Content
      Management service:




·
            This
                service is available for Nortel products supported under this service
                offering that are listed in Appendix A of this document, and which
                have
                met Nortel Patch Operations acceptance criteria.






·
            Where
                the Corrective Content service is offered remotely, it is provided
                *** for
                those customers who already subscribe to this pre-existing
                service






·
            IP
                addresses, user names, passwords, and directory structures must be
                left
                intact to help ensure successful ongoing corrective content delivery.
                If a
                change is made or requested to be
                made:






·
            For
                NA and CALA, Patch Operations needs to be contacted at 1-800-4NORTEL
                using
                the appropriate Express Routing Code (ERC).






-
            For
                EMEA, contact the software delivery
                prime.






·
            A
                customer representative will need to work with an authorized Nortel
                representative to form a virtual team; this team will coordinate
                all
                matters related to the service
                activities






·
            Communication
                between members of each team should be possible during normal Nortel
                business hours (Monday through Friday, 8 a.m. to 5 p.m., local time),
                excluding Nortel’s holidays. Backup personnel and escalation paths will
                need to be identified and communicated between each team prior to
                the
                start of the service activities.






·
            All
                required customer-provided information should be received by Nortel
                within
                the required and agreed upon
                timeframes.






·
            For
                patching, this service is priced using a standard (28-day) cycle.
                If the
                customer requires more frequent patch/patch package download and
                application, the price of the service will be adjusted to accommodate
                this
                requirement (maintenance release service schedules will be based
                upon
                individual product release
                schedules).






·
            Only
                applicable “GEN” (Generally Available), “ACT” (Activateable), or “EMG”
                (Emergency) category corrective content (patches, patch packages,
                and/or
                maintenance releases) will be downloaded and applied as part of this
                service offering






·
            Corrective
                content (patches/patch packages and/or maintenance releases) with
                a status
                of “V” (Verification office) may be downloaded and applied for a site(s)
                that has been identified as a verification
                office






*·*
            Corrective
                content download is not dependent upon the availability of a maintenance
                window and may occur at any time of the day unless the customer specifies
                and requests a specific window of time.






·
            The
                customer will need to identify all specific elements requiring service.
                If
                the actual number of NEs or current network design is different than
                that
                provided to Nortel at the time of the Corrective Content Management
                service proposal, or if the customer makes changes to the network
                after
                the service commences which causes additional effort (e.g., the corrective
                content management effort has started but needs to be rescheduled
                because
                of a gating hardware issue or additional effort is incurred to
                troubleshoot and clear corrective content management affecting alarms),
                then additional charges will apply, which will be charged at the
                then-current non-contract technical assistance rate plus expenses.
                Additional charges will be discussed and signed off by the customer’s
                primary contact before the commencement of work.






·
            ForDMS
                and Wireline VoIP and Wireless Voice Core elements (switch/HLR),
                download
                and application of EMG patches/patch packages and application of
                EMGmaintenance
                releaseswill
                be performed within three business days.For
                Access or Data network elements, EMG corrective content will be downloaded
                within three business days and applied within two weeks.






***Note:*** *Above timeline is applicable (Monday through Friday) from the time that the
      emergency corrective content is released. If an EMG corrective content is
      classified as disruptive, the application schedule will have to be negotiated
      with the customer.*






·
            Application
                of maintenance releases and patch packages will be dependent upon
                individual product release
                schedules.






·
            Corrective
                content application will occur during maintenance window as agreed
                upon by
                the virtual team comprised of Nortel and customer representatives.
                For the
                North American market, the default maintenance widow is Monday-Thursday
                11:00 p.m. to 6:00 a.m. (Eastern Time - NA); any exceptions must
                be agreed
                upon by the virtual team prior to the commencement of
                work.






·
            The
                service is provided in conformance with Nortel’s published software and
                hardware support polices.






·
            This
                service is applicable only to the North America, Caribbean, Latin
                America
                (CALA) and EMEA markets.






**Exclusions**




Unless
      negotiated otherwise, the Corrective Content Management service will
      exclude:




·
            Implementing
                security measures, whether from a Nortel or a customer perspective,
                other
                than those expressly agreed upon.






·
            Reconfiguring
                existing equipment, whether previously supplied by Nortel or by another
                vendor.






·
            Providing
                emergency recovery service for customer
                NEs.






·
            Providing
                technical support for customer NEs.






·
            Providing
                customer mentoring






·
            Handling
                “LTD” (Limited) and “DBG” (Debug)
                patches.






·
            Activating
                “ACT” (Activateable) patches. These patches will be applied as necessary,
                but the activation activity is the responsibility of the
                customer.






·
            Handling
                any V category corrective content except for customer sites identified
                as
                verification offices.






·
            Providing
                services other than those specifically described herein. Any additional
                support requested by the customer will be ordered and charged separately.






·
            Providing
                any software or hardware required to be purchased prior to the corrective
                content download and application activities, nor the application
                of
                software required to be applied to the element prior to the application
                of
                the corrective content.






**Timelines**




The
      lead
      time to commence delivery of the Corrective Content Management service is six
      weeks from the acceptance of the customer’s purchase order (PO) by Nortel and
      receipt of a completed Services Entitlement Form (SEF). If connectivity to
      the
      customer’s network *** is not established prior to the commencement of this
      service, the lead-time to commence delivery of the Corrective Content Management
      service will be added to the lead time required to implement VPN connectivity.


Nortel,
      in conjunction with the customer, will determine a timeline for the start and
      completion of this service. Patches will be downloaded and applied on a
      pre-determined 28-day cycle. Maintenance releases and patch package service
      schedules will be based upon individual product release schedules.


The
      delivery time to complete the Corrective Content Management is dependent upon
      the number of network elements.




***Note:*** *Nortel requires a two-week notice to reschedule personnel.*






**Pricing
      Notes**






·
            The
                order code for the Corrective Content Management service is
                GR5353000/N0025982.






·
            The
                Corrective Content Management service is an annually contracted
                service.






·
            Pricing
                for this service is ***






·
            Requests
                to perform corrective content application outside of the agreed upon
                maintenance window may result in additional costs for the Corrective
                Content Management service.






·
            The
                purchase of this service does not relieve the customer from paying
                any
                software Right-to-Use fees, where
                applicable.






·
            If
                any work is performed outside of the Corrective Content Management
                service
                description, the work will be charged at the then-current non-contract
                technical assistance rate plus expenses. Additionally, delays outside
                of
                the control of Nortel (e.g., when service activities are suspended
                or
                delayed due to site or equipment readiness issues, or connectivity
                is not
                available into the customer's network through the customer's VPN
                tunnel,
                etc.) that impede the progress of the delivery of this service will
                be
                charged at this rate. Any changes to the scope of the project
                requirements, once agreed upon, will result in the requirement for
                a
                change order with additional charges on a time-and-material basis.
                Corresponding changes will also be made to the schedule for completion
                of
                the job. These items will be discussed and signed off by the primary
                contact designated by the customer.






·
            If
                the service can be performed remotely, but on-site services are requested,
                then premium rates will apply.






**Appendix** **A
      - Equipment Types**




**Element
                Type**
            **Patch
                Delivery**
            **Patch
                Management**
            **Maintenance
                Release Management****Remote**
            **Onsite**
            **Remote**
            **Onsite**
            **Remote**
            **Onsite*****
            Yes
            Yes
            Yes
            Yes
            Not
                Applicable***
            Yes
            Yes
            Yes
            Yes
            Yes
            Yes***
            Not
                Patchable
            Not
                Patchable
            Yes
            Yes***
            Not
                Patchable
            Not
                Patchable
            Yes
            Yes***
            Yes
            Yes
            Yes
            Yes
            Yes
            Yes***
            Yes
            Yes
            Yes
            Yes
            Yes
            Yes***
            Not
                Applicable
            Not
                Applicable
            Yes
            Yes***
            Not
                Patchable
            Not
                Patchable
            Yes
            Yes***
            Not
                Applicable
            Not
                Applicable
            Yes
            Yes***
            Not
                Patchable
            Not
                Patchable
            Yes
            Yes***
            Not
                Patchable
            Not
                Patchable
            Yes
            Yes***
            Yes
            Yes
            Yes
            Yes
            Yes
            Yes***
            Yes
            Yes
            Yes
            Yes
            Yes
            Yes***
            Yes
            Yes
            Yes
            Yes
            Not
                Applicable***
            Yes
            Yes
            Yes
            Yes
            Not
                Applicable***
            Not
                Patchable
            Not
                Patchable
            Yes
            Yes***
            Yes
            Yes
            Yes
            Yes
            Yes
            Yes***
            Not
                Patchable
            Not
                Patchable
            Yes
            Yes***
            Not
                Applicable
            Not
                Applicable
            Yes
            Yes***
            Yes
            Yes
            Yes
            Yes
            Yes
            Yes***
            Yes
            Yes
            Yes
            Yes
            Not
                Applicable***
            Not
                Patchable
            Not
                Patchable
            Yes
            Yes***
            Not
                Patchable
            Not
                Patchable
            Yes
            Yes***
            Yes
            Yes
            Yes
            Yes
            Not
                Applicable***
            Not
                Patchable
            Not
                Patchable
            Yes
            Yes***
            Yes
            Yes
            Yes
            Yes
            Yes
            Yes***
            Not
                Patchable
            Not
                Patchable
            Yes
            Yes***
            Not
                Patchable
            Not
                Patchable
            Yes
            Yes***
            Not
                Patchable
            Not
                Patchable
            Yes
            Yes***
            Yes
            Yes
            Yes
            Yes
            Not
                Applicable***
            Yes
            Yes
            Yes
            Yes
            Not
                Applicable***
            Yes
            Yes
            Yes
            Yes
            Not
                Applicable***
            Yes
            Yes
            Yes
            Yes
            Not
                Applicable***
            Yes
            Yes
            Yes
            Yes
            Not
                Applicable***
            Yes
            Yes
            Yes
            Yes
            Yes
            Yes***
            Yes
            Yes
            Yes
            Yes
            Not
                Applicable***
            Yes
            Yes
            Yes
            Yes
            Yes
            Yes***
            Yes
            Yes
            Yes
            Yes
            Not
                Applicable***
            Not
                Applicable
            Not
                Applicable
            Yes
            Yes***
            Yes
            Yes
            Yes
            Yes
            Not
                Applicable***
            Yes
            Yes
            Yes
            Yes
            Not
                Applicable***
            Yes
            Yes
            Yes
            Yes
            Not
                Applicable***
            Not
                Applicable
            Not
                Applicable
            Yes
            Yes***
            Not
                Patchable
            Not
                Patchable
            Yes
            Yes***
            Not
                Patchable
            Not
                Patchable
            Yes
            Yes***
            Not
                Patchable
            Not
                Patchable
            Not
                Supported***
            Not
                Supported
            
            Not
                Supported
            
            Not
                Supported***
            Not
                Patchable
            Not
                Patchable
            Yes
            Yes***
            Yes
            Yes
            Yes
            Yes
            Not
                Supported***
            Yes
            Yes
            Yes
            Yes
            Yes
            Yes***
            Not
                Patchable
            Not
                Patchable
            Yes
            Yes***
            Yes
            Yes
            Yes
            Yes
            Not
                Supported***
            Yes
            Yes
            Yes
            Yes
            Not
                Supported***
            Yes
            Yes
            Yes
            Yes
            Not
                Supported***
            Yes
            Yes
            Yes
            Yes
            Not
                Supported***
            Not
                Patchable
            Not
                Patchable
            Not
                Supported***
            Not
                Supported
            
            Not
                Supported
            
            Not
                Supported***
            Not
                Supported
            
            Not
                Supported
            
            Not
                Supported***
            Not
                Supported
            
            Not
                Supported
            
            Not
                Supported***
            Not
                Supported
            
            Not
                Supported
            
            Not
                Supported***
            Not
                Supported
            
            Not
                Supported
            
            Not
                Supported***
            Not
                Supported
            
            Not
                Supported
            
            Not
                Supported***
            Not
                Supported
            
            Not
                Supported
            
            Not
                Supported***
            Not
                Supported
            
            Not
                Supported
            
            Not
                Supported***
            Not
                Supported
            
            Not
                Supported
            
            Not
                Supported***
            Not
                Supported
            
            Not
                Supported
            
            Not
                Supported***
            Not
                Supported
            
            Not
                Supported
            
            Not
                Supported***
            Not
                Supported
            
            Not
                Supported
            
            Not
                Supported***
            Not
                Supported
            
            Not
                Supported
            
            Not
                Supported***
            Not
                Supported
            
            Not
                Supported
            
            Not
                Supported***
            Not
                Patchable
            Not
                Patchable
            Not
                Supported***
            Yes
            Yes
            Yes
            Yes
            Yes
            Yes***
            Not
                Patchable
            Not
                Patchable
            Yes
            Yes***
            Yes
            Yes
            Yes
            Yes
            Yes
            Yes***
            Yes
            Yes
            Yes
            Yes
            Yes
            Yes***
            Yes
            Yes
            Yes
            Yes
            Yes
            Yes***
            Yes
            Yes
            Yes
            Yes
            Not
                Applicable***
            Yes
            Yes
            Yes
            Yes
            Yes
            Yes***
            Not
                Patchable
            Not
                Patchable
            Yes
            Yes***
            Yes
            Yes
            Yes
            Yes
            Yes
            Yes***
            Yes
            Yes
            Yes
            Yes
            Not
                Applicable***
            Not
                Patchable
            Not
                Patchable
            Yes
            Yes***
            Yes
            Yes
            Yes
            Yes
            Not
                Applicable***
            Yes
            Yes
            Yes
            Yes
            Yes
            Yes***
            Not
                Supported
            
            Not
                Supported
            
            Yes
            Yes***
            Not
                Applicable
            Not
                Applicable
            Yes
            Yes***
            Yes
            Yes
            Yes
            Yes
            Not
                Applicable***
            Not
                Patchable
            Not
                Patchable
            Not
                Supported***
            Not
                Patchable
            Not
                Patchable
            Yes
            Yes***
            Yes
            Yes
            Yes
            Yes
            Yes
            Yes***
            Not
                Patchable
            Not
                Patchable
            Yes
            Yes***
            Not
                Patchable
            Not
                Patchable
            Not
                Supported***
            Not
                Supported
            
            Not
                Supported
            
            Not
                Supported***
            Not
                Patchable
            Not
                Patchable
            Yes
            Yes***
            Not
                Supported
            
            Not
                Supported
            
            Not
                Supported***
            Not
                Supported
            
            Not
                Supported
            
            Not
                Supported***
            Not
                Supported
            
            Not
                Supported
            
            Not
                Supported












***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.
 28




**CONFIDENTIAL
                TREATMENT REQUESTED**
            **Exhibit
                10.14 Redacted**









**Optional
      Services**




**Software
      Release Service - Basic**


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


http://navigate.us.nortel.com/imds?pg=/pss/service/softwarerel_basic&view=PreSales#ServiceDefinitionDocument ****












***Information
            omitted and filed separately with the Securities and Exchange Commission
            pursuant to a request for confidential treatment.
 29





**EXHIBIT
      A**





**Redacted**








***Information
              omitted and filed separately with the Securities and Exchange Commission
              pursuant to a request for confidential treatment.
 30
 **CONFIDENTIAL
                        TREATMENT REQUESTED**
                    **Exhibit
                        10.14 Redacted**





**EXHIBIT
      B**





**Redacted**





***Information
              omitted and filed separately with the Securities and Exchange Commission
              pursuant to a request for confidential treatment.
 31
 **CONFIDENTIAL
                        TREATMENT REQUESTED**
                    **Exhibit
                        10.14 Redacted**





**EXHIBIT
      C**





**Redacted**





***Information
              omitted and filed separately with the Securities and Exchange Commission
              pursuant to a request for confidential treatment.
 32
 **CONFIDENTIAL
                        TREATMENT REQUESTED**
                    **Exhibit
                        10.14 Redacted**





**EXHIBIT
      D**





**Redacted**





***Information
              omitted and filed separately with the Securities and Exchange Commission
              pursuant to a request for confidential treatment.
 33
 **CONFIDENTIAL
                        TREATMENT REQUESTED**
                    **Exhibit
                        10.14 Redacted**





**EXHIBIT
      E**




**Redacted**








***Information
              omitted and filed separately with the Securities and Exchange Commission
              pursuant to a request for confidential treatment.
 34
 **CONFIDENTIAL
                        TREATMENT REQUESTED**
                    **Exhibit
                        10.14 Redacted**





**EXHIBIT
      F**





**Redacted**











***Information
              omitted and filed separately with the Securities and Exchange Commission
              pursuant to a request for confidential treatment.
 35
 **CONFIDENTIAL
                        TREATMENT REQUESTED**
                    **Exhibit
                        10.14 Redacted**





**EXHIBIT
      G**





**CDMA
      Acceptance 1xRTT Test Plan**


**Redacted**