<PAGE>
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--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                EXECUTIVE SUMMARY

BELLSOUTH ("BST") BILLING AND COLLECTIONS AGREEMENT

Cingular and BST have agreed to enter into a new Billing and Collections
Agreement ("B&C") that will supercede the existing Billing and Collections
agreement. The B&C outlines the billing and collection processes between the two
companies and the associated costs to perform those services. The B&C is
effective as of September 1, 2003 and has a term of 3 years. Thereafter, the
term shall continue on a monthly basis until either a new agreement is in place,
or until the agreement is amended. The B&C is effective for all BST Markets
where Combined Billing is available.

The pricing for the B&C costs to be charged to Cingular will have an average
cost of a $1.13 per invoice. This cost including OCA charges (Outside Collection
Agency) is approximately $1.40 per invoice. For comparative purposes, Cingular's
internal B&C costs plus OCA fees is $1.22.

The bad debt under this agreement will now be fully recoursed, beginning with
the September PARS Statement, which corresponds to the December 2002 revenue
month. Under the previous agreement, bad debt was withheld at 3.2% each month.
The new B&C provides for full recourse of the actual bad debt incurred by BST.
BST and Cingular have agreed on two provisions to aid in the management of bad
debt. First, BST will use Cingular's credit scoring model. Second, BST and
Cingular will meet quarterly to review and modify collection procedures.


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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62

Approval Route Sheet

                          ****** PLEASE EXPEDITE ******
                                EXECUTIVE SUMMARY

DATE:9-29-03

PROJECT NAME: BILLING AND COLLECTIONS (B AND C) AGREEMENTS FOR CINGULAR AND FROM
BELLSOUTH AND SBC


ATTACHMENTS: 1. BELLSOUTH B AND C CONTRACT
             2. SBC B AND C CONTRACTS
             3. SBC ALLOY HOLDINGS INC. REIMBURSEMENT AGREEMENT FOR B
                AND C INITIATIVE

COMMENTS: YOUR IMMEDIATE REVIEW AND APPROVAL OF ATTACHED BILLING AND COLLECTION
INITIATIVES IS REQUESTED. THESE TERMS AND CONDITIONS HAVE BEEN EVALUATED AND
ACCEPTED BY LEGAL AND BUSINESS OWNERS AT CINGULAR, SBC AND BELLSOUTH. ONCE YOUR
AUTHORIZATION IS SECURED, WE WILL BEGIN PREPARATION AND CIRCULATION OF LEGAL
DOCUMENTS FOR CINGULAR BOARD OF DIRECTORS WRITTEN CONSENT. PLEASE ADVISE WITH
ANY QUESTIONS.

THANKS, STEVE GRAY

                                    APPROVALS

<TABLE>
<CAPTION>
NAME              TITLE                      SIGNATURE          DATE APPROVED
----              -----                      ---------          -------------
<S>               <C>                        <C>                <C>
Steve Gray        V.P. Affiliate Relations   /s/ Steve Gray       9-29-03
Larry Carter      Sr. V.P. Sales Ops         /s/ Larry Carter     10/3/03
Rick Lindner      CFO                        /s/ Rick Lindner     10/6/03
Mark Feidler      COO                        /s/ Mark Feidler     10/6/03
Stan Sigman       President & CEO            /s/ Stan Sigman      10/7/03
</TABLE>

               IMMEDIATELY UPON FINAL SIGNATURE, PLEASE RETURN TO:
                                   DENISE SENN
           EXECUTIVE ASSISTANT TO VICE PRESIDENT, AFFILIATE RELATIONS
                 5565 GLENRIDGE CONNECTOR, SUITE 1093 A ms 1040
                             ATLANTA, GEORGIA 30342

1)       THE REQUIRED TURNAROUND TIME FOR SIGNATURE IS NO MORE THAN 24 HOURS
         FROM THE TIME THE DOCUMENT IS RECEIVED FOR YOUR SIGNATURE.

2)       WHEN A DELEGATED MANAGER SIGNS THESE DOCUMENTS, PLEASE FILE A
         DELEGATION AUTHORITY NOTICE WITH A COPY TO THE ADDRESS SHOWN ABOVE.



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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                         BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                                TABLE OF CONTENTS

1.       SCOPE OF THIS AGREEMENT AND RELATIONSHIP TO OTHER DOCUMENTS
2.       ENTIRE AGREEMENT
3.       HEADINGS
4.       AMENDMENTS AND WAIVERS
5.       REGULATORY CONSIDERATIONS
6.       GENERAL DESCRIPTION OF SERVICES TO BE PURCHASED
7.       END-USER AUTHORIZATION AND IDENTIFICATION
8.       DATA FORMAT AND CONTENT
9.       DATA EXCHANGE
10.      ERRORS AND OMISSIONS
11.      LOST OR DAMAGED DATA
12.      REJECTED INVOICES AND ADJUSTMENTS
13.      BILL SPECIFICATIONS
14.      SERVICE AND TEXT APPROVAL
15.      AGE OF CHARGES
16.      END-USER DISPUTES
17.      INQUIRY
18.      COLLECTIONS AND TREATMENT
19.      NO DENIAL OF TELEPHONE SERVICE
20.      OPERATING PROCEDURES
21.      ACCOUNTS RECEIVABLE
22.      SETTLEMENTS AND BILLING AND COLLECTIONS CHARGES
23.      SETTLEMENTS OF CLAIMS OPERATING PROCEDURES
24.      TAXES
25.      FUTURE ENHANCEMENTS
26.      LIMITATION OF LIABILITY
27.      INDEMNITY
28.      WARRANTY DISCLAIMER
29.      CONFIDENTIALITY AND PUBLICITY
30.      TRADEMARKS, TRADE NAMES AND SERVICE MARKS
31.      SOFTWARE
32.      ASSIGNMENT
33.      AUTHORIZATION TO CONDUCT BUSINESS
34.      NOTICES AND DEMANDS
35.      NO THIRD-PARTY BENEFICIARIES
36.      TERMINATION UPON EVENT OF DEFAULT BY A PARTY
37.      AGREEMENT TERMINATION
38.      OBLIGATIONS SURVIVE TERMINATION
39.      SEVERABILITY OF PROVISIONS

                                                                               1
                                           VERSION FINAL. SEPTEMBER 3, 2003

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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                         BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

40.      UNLAWFUL USE
41.      TERM OF AGREEMENT
42.      FORCE MAJEURE
43.      CONFLICT OF INTEREST
44.      GOVERNING LAW
45.      FRAUD
46.      CLIENT USE OF DATA FORMATS WITH OTHER PARTNERS
47.      AUDITS
48.      LATE PAYMENT CHARGES ON END-USER ACCOUNTS
49.      INTEREST ON END-USER ACCOUNTS
50.      DEPOSITS ON END-USER ACCOUNTS
51.      NPA/NXX FILE
52.      NPA SPLIT PROCEDURES
53.      INTEREST ON SETTLEMENTS, CLAIMS, AND LATE PAYMENT
54.      END-USER BANKRUPTCY

ATTACHMENT 1
PRICING

ATTACHMENT 2
CONFLICTS OF INTEREST

ATTACHMENT 3
CONTRACT ADMINISTRATORS

ATTACHMENT 4
PAYMENT AND/OR BILLING ADDRESSES

ATTACHMENT 5
LIST OF ABBREVIATIONS

ATTACHMENT 6
DEFINITION OF TERMS

                                                                               2
                                           VERSION FINAL. SEPTEMBER 3, 2003

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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                         BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT

This agreement ("Agreement") is entered into by and among BellSouth
Telecommunications, Inc., a Georgia corporation (herein referred to as "BST"),
and Cingular Wireless LLC. (Cingular), a Georgia corporation, (herein referred
to as "Client"), to be effective the first day of September, 2003. Client and
BST are hereinafter collectively referred to as the "Parties". Client shall
purchase Service as described in this Agreement including Attachment Number 1
for a period of three (3) years from the effective date of the contract.

WHEREAS, BST offers certain billing and collections services pursuant to the
Agreement; and

WHEREAS, Client desires to avail itself of those services as more particularly
described below:

NOW, THEREFORE, in consideration of the terms and conditions contained herein,
BST and Client hereby mutually agree as follows:

1.       SCOPE OF THIS AGREEMENT AND RELATIONSHIP TO OTHER DOCUMENTS

         A.       It is expressly understood and acknowledged that the service
                  (the "Service") which is the subject of this Agreement is
                  provided solely pursuant to and under the terms, conditions,
                  rates and charges as set forth in the Agreement and Attachment
                  One (1) which is hereby made a part of this Agreement.

         B.       Any services offered by BST to or for Client for which terms
                  and conditions, including rates, are not specifically
                  established herein may be offered on an Individual Case Basis
                  ("ICB") for which necessary additional terms and conditions,
                  including rates, shall be negotiated separately. The Parties
                  may amend the Agreement to provide for such services, which
                  shall then be governed by this Agreement. Any such amendment
                  shall be in writing and signed by both parties.

2.       ENTIRE AGREEMENT

         The Agreement, together with all amendments and attachments hereto,
         constitutes the entire agreement between Client and BST, which
         supersedes all prior agreements or contracts, oral or written
         representations, statements, negotiations, understandings, proposals
         and undertakings with respect to the subject matter hereof.

3.       HEADINGS

         The headings of the Sections herein are inserted for convenience only
         and are not intended to affect the meaning or interpretation of this
         Agreement.

                                                                               3
                                          VERSION FINAL. SEPTEMBER 3, 2003

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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                         BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

4.       AMENDMENTS AND WAIVERS

         This Agreement or any part hereof or any attachments hereto may not be
         modified or amended except by written agreement signed by or on behalf
         of both Parties. No waiver or consent to any default under this
         Agreement shall be effective unless the same shall be in writing and
         signed by or on behalf of the Party against whom such waiver or
         consent is claimed. In addition, failure to strictly enforce any term,
         right or condition of this Agreement shall not be construed as a waiver
         of such term, right or condition.

5.       REGULATORY CONSIDERATIONS

         If any regulatory authority of competent jurisdiction should determine
         that any or all of the services offered pursuant to this Agreement
         cannot be provided as untariffed, unregulated services, this Agreement
         shall have no further force or effect and BST shall have no further
         duty to perform the affected Service under this Agreement. If in such
         instance BST, in its sole discretion, shall decide to tariff a
         regulated service, Client may elect to obtain such service pursuant to
         the approved tariff. If Client elects to continue the service on or
         after the effective date of the tariff, all terms and conditions in the
         tariff shall apply, and provision of the service by BST shall be
         governed solely by said tariff.

6.       GENERAL DESCRIPTION OF SERVICES TO BE PURCHASED

         A.       SERVICE DESCRIPTION

         Combined billing is a single bill containing charges for both BST and
         the Client, provided to End-Users subscribing to both BST and Client
         services. Based on End-User request for combined billing, the Client
         shall provide to BST an invoice containing the Client charges/credits,
         associated taxes, and informational text for products and services
         listed in Section 6.B. below for billing to authorized BST End-Users.
         An authorized BST End-User (hereinafter known as the "End-User") is the
         responsible billing party that has agreed to purchase services from the
         Client and also purchases telephone service from BST. The Client will
         also provide to BST Adjustments for Client charges appearing on the
         Client's bill pages. BST will edit the invoices and Adjustments and
         bill error-free invoices to such authorized BST End-Users. BST will
         perform treatment and collections services on behalf of the Client for
         such invoices. BST may involve outside collection agencies for
         collection of Client revenues.

         The Client may initiate transactions for validation that the BST
         End-User account information matches Client billing information,
         confirming that Client invoices should be included in the bill for BST
         services.

         Under this Agreement, BST shall provide Billing and Collection Services
         for Client charges and credits submitted by invoice and Adjustments
         through BST's Flexible Invoicing System for Host Carrier Identification
         Code ("CIC") ACOO and Traffic CICs AC01 and AC11.

                                                                               4
                                           VERSION FINAL. SEPTEMBER 3, 2003


<PAGE>
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--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                         BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

         Billing and Collection Services for other Entity Code(s) representing
         Cingular Wireless shall be pursuant to either an addendum to this
         Agreement or a separate Agreement.


         B.       PRODUCTS/SERVICES BILLED BY CLIENT

         Under this Agreement, the Client can bill charges/credits associated
         with the following products and services:

                  1).      Wireless services, associated End-User equipment and
                           accessories, applicable taxes and/or interest,
                           Adjustments, refunds of deposits and early contract
                           termination charges.

                  2).      The charges/credits associated with the above
                           products and services are referred to as "charges".
                           The Client will provide BST with an invoice
                           containing all charges, associated taxes, and related
                           text information for a given End-User.

                  3).      Under this Agreement, the Client can only bill
                           charges associated with services and products
                           provided by the Client, either directly or by resale.
                           Such billing may include amounts for approved
                           services provided by third parties but related
                           specifically to the service provided the End-User by
                           Client, with services approved through the process
                           described in Section 14.A.

7.       END-USER AUTHORIZATION AND IDENTIFICATION

         A.       The Client shall bill charges to current (live) BST End-Users
                  and End-Users who have disconnected their BST service and
                  remain on the customer tollguide database. BST is not
                  obligated to send charges to End-Users that have disconnected
                  their BST service and have been deleted from the customer
                  database. BST agrees, under normal circumstances, to maintain
                  disconnected accounts on the customer toll guide database for
                  a minimum of 61 days. BST will not establish an End-User
                  account solely to render Client Charges.

B.       It is the responsibility of the enrolling Party to ensure that
                  the End-User of record of the BST account agrees to accept
                  billing responsibility for the Client's charges to be included
                  on the BST bill. Only charges for End-Users who have accepted
                  the terms and conditions of the Client service, including the
                  combined billing, will be sent to BST for billing. Where
                  required by regulatory mandate, BST will not allow combined
                  billing and Cingular will not provide charges for an End-User
                  that has requested that a third-party billing block be placed
                  on their wireline account.

         C.       The Client is responsible for maintaining the BST Billing
                  Telephone Number ("BTN") for an End-User and for mapping the
                  Client account invoice to this BTN. BST will not bill charges
                  based on the Client's account identification number for the
                  End-User since it

                                                                               5
                                          VERSION FINAL. SEPTEMBER 3, 2003

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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                         BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

                  is different from BSTs. Multiple invoices for different Client
                  customers and Client accounts may be billed to the same BST
                  wireline End-User account.

         D.       Client agrees that charges for services it has rendered will
                  be sent to BST only one time for inclusion in End-User bills,
                  except those charges that were rejected by BST as Unbillable
                  due to error and are being resent by Client. Duplicate charges
                  will not be sent by the Client to BST for billing. However,
                  BST will continue to bill customers in conformity with terms
                  and conditions herein for past-due amounts.

         E.       BST will provide, when available, the End-User billing name,
                  address, social security number or Federal Tax ID and the
                  billing telephone number associated with the wireline
                  telephone number provided to associate the Client invoice with
                  the End-User wireline bill. This information will be
                  associated with the Billing Telephone Number (BTN) on which
                  the wireline bill is rendered. Client agrees that this data
                  will not be used by Client for any purposes other than the
                  billing of Client's customers. BST will mechanically notify
                  Client of changes to the BTN and End-User billing name and
                  address after they occur, in the normal course of business. It
                  is the responsibility of the Client to correct Client records
                  to reflect the new End-User BTN for any subsequent invoices
                  sent to BST.

         F.       Certain BST wireline accounts are ineligible for Client
                  combined bill arrangement. Those include but are not limited
                  to BST accounts for the following: BST Reseller, Coin Phone
                  Service, BST Official, Foreign Exchange, and Independent
                  Company, WATS, and other accounts not yet determined to be
                  mutually agreed upon at a later date. These accounts will be
                  identified to Client as ineligible in the Landline Telephone
                  Number Validation ("LLTNV") process and any invoices sent on
                  these accounts will be rejected. BST will also reject data
                  sent by the Client for disconnected accounts that are no
                  longer on the Customer toll guide database.

         G.       Both parties are responsible for explaining to perspective
                  End-Users any eligibility or enrollment denials resulting from
                  their company's enrollment procedures. If combined billing is
                  not possible, the Client will be responsible for billing its
                  charges to the End-User directly.

8.       DATA FORMAT AND CONTENT

         The Client and BST will exchange data that is formatted according to
         mutually agreed upon specifications. If changes are required to these
         specifications, BST will notify Client at least ninety (90) days before
         targeted implementation. Both parties agree to implement these changes
         in the mutually agreed upon timeframe. The Client agrees to pay BST for
         implementation of any customized format changes requested by Client If
         a BST proposed format specification revision requires a change to
         Client systems, responsibility for paying for such revision will be
         handled on an ICB.

                                                                               6
                                          VERSION FINAL. SEPTEMBER 3, 2003

<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                         BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

         Client will pass End-User charges to BST via the Flexible Invoicing
         Service ("FLEX") for inclusion on BST's bill.

9.       DATA EXCHANGE

         BST supports the use of electronic data transmission (e.g. Sterling
         Commerce's CONNECT:Direct(TM)) for data delivery. CONNECT:Direct(TM)
         electronic data transmission is the primary data exchange method. Data
         transfer via cartridge will be used as the backup/alternate data
         delivery method when electronic data transmission cannot be used. The
         specific data delivery method such as cartridge size or electronic data
         transmission version must be a method that can be supported within
         BST's and Client's data processing centers. Client and BST must
         mutually agree on the use of a backup/alternate delivery method if
         needed.

         Dates and times for data exchange will be negotiated and agreed upon by
         both Parties. Any changes required for the data exchange process must
         be coordinated between the Parties and should allow sufficient time for
         the agreed upon changes to be tested and implemented. Receipt of data
         files will automatically start the processing of the Client's data. BST
         will not change its End-User bill period to accommodate Client's
         billing schedule.

         The software for electronic data transfer and the physical line
         location will be negotiated and agreed upon by both Parties. When a
         dedicated line is used, the Client will be responsible for ordering and
         purchasing the data transmission circuits, any additional hardware and
         paying all costs associated with installation and usage charges. The
         Client will be responsible for providing the telephone line and modem
         to transmit data to BST. Should a non-standard modem be required on the
         BST end, the Client must obtain, purchase, install, and maintain this
         equipment and assumes all associated maintenance charges. Since the
         equipment is in a secure area, access for the purpose of maintenance
         must be arranged with BST in advance.

         Upon receipt of the Client's data, BST will verify through the
         mechanized editing of the file that the total transmission reported by
         the Client is the total received and entered into the BST Billing
         System. BST's control of the Client's data will begin upon receipt of
         the data at the BST processing location.

         BST will determine whether the data can be processed and provide
         confirmation of receipt of the data to the Client. If the Client uses
         electronic data transmission, (the normal mode of file delivery), BST
         will provide transmission confirmation reports within 24 hours after
         the data has been processed. If the Client must use the alternate mode
         of data delivery, BST will either send the confirmation reports and
         files via the restored CONNECT:Direct(TM) connection within twenty four
         (24) hours, fax, or mail a copy of the confirmation reports to the
         Client on the next business day following processing of the data.

         In the event BST cannot process a Client file due to a data
         transmission system failure, improperly formatted data on the file, or
         other reasons caused by the Client, the Client will make every effort
         to re-send the data upon correction of the problem. BST will not be
         responsible for data that cannot be processed due to Client error.

                                                                               7
                                          VERSION FINAL. SEPTEMBER 3, 2003

<PAGE>
CINGULAR WIRELESS LLC
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


             BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                        BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

         The Client will retain a copy of the data sent to BST for 60 days.
         Failure of the Client to retain a copy of this data for at least 60
         days will abrogate BST liability as set forth in this section and in
         Section 11.

         BST will retain a copy of the data sent to the Client for 60 days. In
         the event the Client loses or is unable to process this data, the
         Client can request BST to re-send the data. The first request will be
         done at no charge; however, subsequent requests to re-send the same
         data will be handled on an ICB.

10.      ERRORS AND OMISSIONS

         If the Client discovers a Client-generated error, the Client will
         notify the BST designated contact by phone immediately and follow up in
         writing {FAX or E-mail) as soon as possible. Any action required by BST
         will be handled on an ICB and any cost incurred by BST for data
         recovery will be billed to the Client. Such recovery may include
         extracting data awaiting billing and correcting system impact.

         If BST finds or is notified of a BST error on an End-User's bill, it
         will make every reasonable effort to correct the error and bill
         correctly within the limits permitted by laws of the state in which the
         service is provided. Enrollment billing disputes will be handled as
         outlined in Section 16. BST will notify the Client in writing of a
         BST-generated error and corrective action.

11.      LOST OR DAMAGED DATA

         If BST loses or damages the Client's data, BST will make every effort
         to recover and re-process the data. If BST is unable to re-process the
         data, BST will, as soon as possible, notify Client in writing to
         re-send the data to BST. The Client will re-send the data to BST within
         48 hours (or 2 business days) of notice of request by BST.

         BST requires the use of the incremental pack sequence number for data
         packs to ensure data files are processed correctly and will control
         data files using the sequence number. The Client is required to repack
         and increment the pack sequence number and resend packs/files to BST,
         when the pack/file has been rejected as being a duplicate or out of
         sequence. BST will not be responsible for handling out-of-sequence
         packs for invoices, adjustments or text files (packs within the file).

12.      REJECTED INVOICES AND ADJUSTMENTS

         Standard reports, listing all invoices and/or Adjustments that have
         been received from the Client, but rejected by BST will be provided to
         the Client. A reject reason will be provided for each invoice and/or
         adjustment. If the invoice or adjustment is rejected due to Client
         error, notification will be sent at the same time as the confirmation
         file is sent via the error report. All errors will be listed for each
         record on this report. Each invoice and/or adjustment will be reported
         on the Unbillable report with a return code or reason code noted.

                                                                               8
                                          VERSION FINAL. SEPTEMBER 3, 2003


<PAGE>
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                         BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

         Also, on the Unbillable report are the Unguideables. Unguideables will
         be reported with a unique return code(s). All rejected/unguidable
         invoices and/or adjustments are returned via the Unbillable file.
         Invoices rejected by BST due to Client formatting error may be
         corrected and re-sent to BST in a subsequent data exchange cycle. It
         will be the responsibility of the Client to secure alternate billing
         for the invoices that cannot be billed by BST (e.g. Unguideables).

         If data pack (file) contains greater than a 5% error rate for invoices
         or adjustments, the entire pack will be returned to Client and shall
         not be accepted or purchased by BST. The other packs within the file
         will be accepted if error threshold is not exceeded. The file will be
         processed except for the bad packs. After correction, the data pack
         (file) may be resequenced and resent to BST.

13.      BILL SPECIFICATIONS

         Charges billed by BST for the Client will appear on a separate bill
         page with the Client logo (symbol and text) and Client's End-User
         service number within the End-User's BST bill. Client's logo will
         appear on every bill page containing Client charges. Only Client billed
         charges may appear on these pages containing Client's logo.

         Subject to Section 30, Client agrees to provide BST a logo image and to
         obtain any necessary authorizations or licenses for the use of any logo
         it asks BST to print. Also subject to Section 30, Client agrees to
         indemnify, defend and hold BST and its affiliated companies harmless
         against all claims, suits, costs, damages, expenses, attorneys' fees
         and judgments arising out of or alleged to arise from BST printing the
         logo and its inclusion on the End-User bill.

         The bill invoice page BST prepares for the Client shall be based on
         mutually agreeable formats. BST is responsible for the overall End-User
         bill format that the Clients invoices are included in. The Clients
         invoice may contain section headings, informational text lines,
         marketing messages and subtotal records. The Client is responsible for
         determining the sequence of the headings, informational text, charges,
         credits and subtotals within each invoice, and for calculating all
         taxes, applying discounts, and determining the total amount due for the
         invoice.

14.      SERVICE AND TEXT APPROVAL

         BST will review and approve any text, marketing messages and service(s)
         the Client requests to have printed on the End-Users invoice. BST may
         reject any text, marketing message, or refuse to bill any service(s)
         that does not conform to reasonable BST requirements. Failure of the
         Client to follow this process and requirement may result in termination
         of this Agreement by BST.

                                                                               9
                                           VERSION FINAL. SEPTEMBER 3, 2003


<PAGE>
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                         BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

         A.       SERVICE APPROVAL

         The Client will submit to BellSouth new and revised Service Programs,
         which includes new or revised Text Messages, rates, scripts, etc., and
         other required information for approval prior to submitting billing for
         these Services. BellSouth will notify the Client of its approval, or
         denial, of the new or revised Service Program within two (2) weeks of
         receipt of the Client's request. The Service Program approval will be
         submitted to the BST Contract Administrator at least two (2) weeks
         prior to planned implementation of Service Program in a method agreed
         to by both Parties.

         B.       TEXT APPROVAL

         Bill format text wording and phrases which Client wishes to place on
         the BST bill must be submitted to the Bill Continuity Team for approval
         at least thirty (30) business days in advance of their first use on the
         BST bill. Client understands and agrees that BST reserves the right to
         approve and request changes to all words and phrases which Client
         wishes to place on the BST bill. The Client may request BST to modify
         or add additional phrases to be printed on BST's bill. Customized bill
         phrase changes will be handled on an ICB. The Client agrees to pay for
         any changes requested by it. Bill phrases which are associated with tax
         amounts should indicate the tax rate applied by the Client.

         Marketing messages for the Client may be part of the Client invoice
         submitted to BST for inclusion in the End-User bill.

         The Client must submit Marketing message text for approval to BST at
         least thirty (30) business days prior to the first day of the month
         that the marketing message text will be used. BST reserves the right to
         approve and request reasonable changes to all marketing message text
         which the Client wishes to place on the BST bill.

         The Client must submit Marketing message tag lines (FLEX 90 records)
         for approval to BST at least seven (7) business days in advance of
         their first use (transmission to BST) for inclusion on the BST bill.
         BST reserves the right to approve and request reasonable changes to all
         marketing message tag lines (FLEX 90 records) which the Client wishes
         to place on the BST bill. The Marketing Message Tag Lines submitted on
         FLEX 90 records must be appropriately formatted with the tag line
         indicator populated correctly on the record.

         The Client agrees to indemnify, defend and hold BST and its affiliated
         companies harmless against all claims, suits, costs, damages, expenses,
         attorneys' fees and judgments arising out of or alleged to arise from
         BST printing the Client's text messages, bill phrases and marketing
         messages on the End-User bill.

         When BST prints a foreign language (e.g. Spanish) End-User bill in one
         or more of its operating areas, the Client is encouraged to provide the
         invoice text information associated with its charges in the same
         foreign language in which the BST bill pages are printed. The

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                                           VERSION FINAL. SEPTEMBER 3, 2003

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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                         BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

         Client is responsible for the correct spelling, grammar, editing, and
         special characters of all foreign language text to be printed on the
         End-User's bills.

         If the Client elects to provide foreign language text, Client shall pay
         for all additional program modifications and testing which may be
         required. All such requests to support foreign language text will be
         handled on an ICB. Testing must be completed in FLEX and CRIS before
         the table entry to allow Spanish bill will be updated.

 15.     AGE OF CHARGES

         Client agrees not to send to BST charges more than 90 days old except
         roaming charges. The 90 day age of charge will be based on the date the
         charge was incurred by the End-User compared to the billing date for
         the BST bill on which the Client's charges will be included. Credits
         for charges should be submitted to BST no more than 30 days from when
         the Adjustment was issued by the Client. Should BST receive invoices
         with messages greater than 90 days old, where regulatory rules govern
         age of messages, they will be returned as unbillable.

16.      END-USER DISPUTES

         It is not the intent of the Parties for BST to become involved in
         disputes between Client and its End-Users. In the event an End-User
         contacts BST with a dispute of Client changes and refuses referral to
         the Client Inquiry number, BST will contact the Client via an initial
         SP/BOC Memo, on behalf of the End-User.

         BST will notify the Client of a dispute, within thirty (30) days of
         customer's claim, via an initial SP/BOC Memo, of a dispute. The Client
         has 35 calendar days to resolve the End-User dispute. In the event
         Client sustains, with adequate documentation compliant with BST SP/BOC
         methods and procedures, the amount of the dispute on the End-User
         customer bill (no adjustment warranted), BST agrees to sustain same
         charges upon customer inquiry into BST service centers. If the customer
         then refuses to pay the disputed charges, a final recourse will be
         issued and an SP/BOC will be sent to Cingular as notification. If
         Client sustains disputed Client charges, Client will provide in it's
         substantiation documentation to BST, a description of the action(s)
         taken, result of the investigation(s) and reason(s). If the Client
         fails to respond to BST within the 35 calendar day time frame, BST will
         issue a final SP/BOC Memo to adjust and recourse the amount to the
         Client. If necessary for BST to initiate adjustments to the End-User
         for Client services, and credit for taxes is included, such tax shall
         be calculated by BST based on mutually agreeable procedures with tax
         amounts reported to Client for disposition. In the case that the
         End-User inadvertently receives the same Adjustment more than once,
         the Party responsible for any corrective action will be determined on
         an ICB.

         Unresolved or recurring disputes from an End-User regarding Client
         billing between BST and the Client could result in suspension or
         termination of the combined billing arrangement for that End-User on
         behalf of the Client. If the End-User is removed from the combined

                                                                              11
                                          VERSION FINAL. SEPTEMBER 3, 2003


<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                         BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

         billing arrangement, the Client is responsible for excluding the
         End-User billing from billing data sent to BST.

         For enrollment disputes where BST or Client initiates combined billing
         to a BST account holder other than the intended End-User, Client
         charges for the given period will be recoursed to Client. BST will make
         every effort to recourse these charges in a timely manner. Client will
         be notified within 90 days from End-User notification to BST of a
         disputed enrollment. If BST fails to notify Client within 90 days of
         learning about the inaccurate billing, BST shall be responsible for any
         incorrectly billed Client charges. If End-User notification to BST of
         an enrollment dispute exceeds 90 days, fraud assessment and profile
         procedures will apply, up to and including recourse of fraudulently
         billed amounts to Client.

         Client-initiated Adjustments to Client charges appearing on the Client
         bill pages will be prepared and entered by Client and will be passed to
         BST via the FLEX adjustment feed. Adjustments submitted by Client will
         be applied to the End-User's wireless charges.

17.      INQUIRY

         The services provided under this Agreement do not include the provision
         of billing inquiry services. For certain End-User accounts with Client
         billing, billing inquiry services may be provided under a separate
         Affiliated Company Agreement. For purposes of this Agreement, the
         billing inquiry service provided under said separate Affiliated Company
         Agreement are viewed as provided by the Client.

         The Client will provide its End-Users with the ability to inquire about
         billed accounts to the Client. Client will provide a toll-free inquiry
         number for any Client charges appearing in a BST bill envelope. If an
         End-User calls BST to ask about Client charges, BST will refer the
         End-User to the Client Inquiry Number. General questions, such as bill
         date, balance, receipt of payment will be answered by BST. Under the
         terms of this Agreement, BST will not have access to detailed
         transaction information or Client rate schedules and will not be able
         to respond to questions of this nature. If an End-User refuses to
         contact the Client, BST will forward the issue to the Client so the
         Client can initiate an End-User contact. The Client will contact the
         End-User as soon as possible after notification by BST.

18.      COLLECTIONS AND TREATMENT

         A.       BST will pursue the single balance due and the charges of both
                  Parties included therein with equal aggressiveness and
                  application of all BST Collection and Treatment resources and
                  processes. In collection amounts due for services provided by
                  the Client, BellSouth, or its contractors or agents, will use
                  its internal Treatment and Collection processes as well as
                  third party collection management efforts in collecting
                  amounts due for Client service charges and Adjustments billed
                  in the BellSouth End-User Bill.

                                                                              12
                                          VERSION FINAL. SEPTEMBER 3, 2003


<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                         BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

         B.       "Treatment" is action taken by BellSouth to collect delinquent
                  or unpaid amounts associated with End-User accounts. This
                  action may include, but is not limited to:

                  1). Sending notices/letters,
                  2). Making collection calls,
                  3). Posting payments and Adjustments, and/or
                  4). Negotiating satisfactory payment arrangements with End
                      Users.

         C.       BellSouth collection activities will begin after BellSouth has
                  exhausted Treatment efforts. Collection activity is the
                  referral of End-User accounts with outstanding balances to
                  third party collection management companies. BellSouth refers
                  to a collection management company as an 'Outside Collection
                  Agency' ('OCA'). The OCA charges incurred by BST for the
                  recovery of BST and Client billed revenue will be allocated
                  between the Parties based the percent of BST and Client
                  billed revenue on the identifiable recovered accounts. BST
                  will deduct Client's allocated portion of the OCA Charges from
                  its Settlement amount due, as set forth in Section 22, the
                  month following the month BST pays the OCA for services.


         D.       Additionally, BST will determine if unregulated charges for
                  Client are involved in the balance during the treatment
                  process. When an account comes into treatment, BST will
                  compare the Client's balance as shown on the End-User's
                  Accounts Receivable record established for the account. If the
                  balance exceeds a mutually agreed upon threshold, BST will
                  notify the Client to suspend their End-User's service. After
                  notification from BST, the Client will suspend the End-User's
                  service and notify BST that this has been done.

                  If non-payment of regulated wireline services results in
                  denial of wireline service by BST, and there are Client
                  charges on the same account, BST will notify the Client that
                  BST has taken this action and Client agrees to suspend the
                  Client's End-User's service.

                  BST will notify Client when sufficient payment has been
                  received in order to restore the Client service. Once BST has
                  notified the Client of its receipt of payment, the End-User
                  service must be restored within two (2) hours by Client. The
                  Client shall not restore End-User service without notification
                  from BST that the End-User balance has been satisfied.


         E.       The Parties agree to meet at a minimum on a quarterly basis.
                  The purpose of this meeting includes, but is not limited to
                  examining the relative collections performance experienced in
                  combined billing experienced in this channel compared to
                  performance experienced in Client's Direct billing channel,
                  investigating and managing improvement opportunities, and
                  discussion of current Collections issues. BST agrees to share
                  information on its collection and treatment practices and
                  processes for purposes of identifying improvement
                  opportunities.

                                                                              13
                                           VERSION FINAL. SEPTEMBER 3, 2003


<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                         BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

19.      NO DENIAL OF WIRELINE TELEPHONE SERVICE

         Client acknowledges that the Service provided pursuant to this
         Agreement is not related to BST's provision of telephone service to the
         public and that BST cannot and will not disconnect BST End-User's
         services for non-payment of Client charges. Where required by
         regulatory requirements, or Company policy, a statement on the bill
         will clearly indicate to the End-User that failure to pay Client's
         charges will not result in disconnection of regulated telephone
         service.

20.      OPERATING PROCEDURES

         BST will provide the Client with operating procedures for the functions
         associated with the provisioning of this Agreement. These procedures
         include but are not limited to:

         A.  Settlements procedures
         B.  Treatment and Collections
         C.  Data format requirements
         D.  Data exchange procedures
         E.  Management reports

         BST may revise or modify its Operating Procedures from time to time. If
         a BST revision to its Operating Procedures impacts the Clients
         Operating Procedures, such a revision will be mutually agreeable to
         both Companies. If a BST revision to its Operating Procedures does not
         impact the Clients Operating Procedures, Client will be informed of
         such revision and provided the opportunity to comment. When such
         Operating Procedures are revised, the Client will be provided with
         revised documentation.

21.      ACCOUNTS RECEIVABLE

         A.       COMMITMENT TO PURCHASE AND SELL CLIENT ACCOUNTS RECEIVABLE

                  Client agrees to sell, assign and transfer to BST, and BST
                  hereby agrees to purchase from Client, all of Client's right,
                  title, and interest in and to Client Accounts Receivable to be
                  placed on BST's bill in the performance of this Agreement. The
                  purchase of Client Accounts Receivable by BST shall not
                  constitute an assumption or acceptance by BST of any
                  representation, warranty, obligation, or liability of Client
                  with regard to any Client Accounts Receivable, or the Client
                  product or service related thereto. During the term of this
                  Agreement, Client shall sell, assign and transfer to BST and
                  BST shall purchase from Client each and every such Account
                  Receivable to be placed in the BST bill.

         B.       CLIENT ADJUSTMENTS AND REPURCHASE COMMITMENT

                  The Client agrees to repurchase from BST, and BST agrees to
                  sell, assign and transfer to the Client all of BST's right,
                  title and interest in any amount previously billed and
                  purchased by BST which is the subject of a Client Adjustment
                  per the conditions stated herein. The repurchase price shall
                  be equal to the amount of the Client Adjustment. The

                                                                              14
                                           VERSION FINAL. SEPTEMBER 3, 2003

<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                         BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

                  repurchase price shall be considered to have been paid by the
                  Client on the Due Date of the Accounts Receivable Settlement
                  Statement which reflects the amount of the Client Adjustment
                  as an element of the Aggregate Purchase Price of the Client
                  Accounts Receivable covered by the Settlement Statement.

                  Dispute adjustments applied by BST are limited as described in
                  Section 16.

                  All Client initiated Adjustments (RTAs) to Client charges
                  appearing on the Client bill pages will be prepared and
                  entered by Client and will be passed to BellSouth via FLEX.

         C.       CLIENT UNCOLLECTIBLE REVENUES

                  BST will purchase the value of the invoices/charges or the
                  Accounts Receivable when the data is received and accepted.

                  After the purchase of the Client's Accounts Receivable, a
                  portion of the same Accounts Receivable may prove to be
                  uncollectible for BST eight to nine months from the date of
                  purchase after all standard treatment and collection
                  activities have been exhausted. In such circumstances THE
                  UNCOLLECTIBLE REVENUE WILL BE RECOURSED IN FULL TO CLIENT
                  THROUGH THE SETTLEMENT PROCESS AS REALIZED NET BAD DEBT. The
                  process from receipt of billing to write-off averages
                  approximately nine ("9") months.

                  These provisions for full recourse of uncollectible revenue as
                  Realized Net Bad Debt will apply to all Client charges and
                  credits submitted by invoice and Adjustments through BST's
                  Flexible Invoicing System for Host Carrier Identification
                  Code ("CIC") AC00 and Traffic CIC's AC01 and AC11. If, in the
                  future, the Parties modify or expand the business
                  relationship and desire to change this term, the Parties
                  agree that such change must be mutually agreed upon in either
                  an amendment to this agreement or in another agreement prior
                  to effecting such change and the Client acknowledges that
                  this may require the establishment of another "CIC".
                  Uncollectibles recourse will begin on the September 2003 PAR
                  statement, (associated with December 2002 revenues), due to
                  the estimated nine-month lag between billing and Net Bad Debt
                  write-off.

                  When Client charges appear on a BST customer bill, the Client
                  amount becomes a part of the "total balance due". If an
                  End-User fails to clear the total balance due, then subsequent
                  bills do not detail the remaining amount due by entity
                  designation ( i.e. BST, Client, etc.).

                  BST procedures allow analysis of the account when and if the
                  account becomes past due or uncollectible. This analysis
                  determines what amounts owing, if any, are due to Client
                  charges based on the billing history of the uncollectible
                  amount. Client charges that become uncollectible are fully
                  recourseable to the Client.

                  Should BST recover any portion of the revenue after it has
                  been written off, BST will share such recoveries with Client
                  based on an apportionment of the actual Client billed revenue
                  on the customer account. BST will pass such recoveries to
                  Client by reducing the realized Net Bad Debt amount for the
                  Settlement reporting period.

                                                                              15
                                           VERSION FINAL. SEPTEMBER 3, 2003

<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                         BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

                  Existing payment allocation methodology will be used to
                  apportion End-User payments to Client revenues in the event an
                  End-User makes a partial payment on the total BST balance due.
                  For Treatment purposes only, Regulated services receive
                  payment application prior to unregulated services. Payments to
                  satisfy unregulated balances are apportioned in the same
                  proportion as the percentage of the unregulated balance
                  attributed to each provider, oldest charges receiving payments
                  first. For Net Bad Debt determination, the balance being
                  written off is apportioned in the same proportion as the
                  percentage of the total (regulated plus unregulated) balance
                  attributed to each provider. Net Bad Debt apportionment occurs
                  at the individual end user account level if the billing
                  history is available and at the RAO level if the end user
                  account billing history is not available.

         D.       COLLECTION OBLIGATIONS AFTER RECOURSE

                  BST relinquishes it collection obligations back to Client
                  after BST adjusts a Client charge off an End-User account and
                  recourses the revenue to Client as a post billing adjustment.
                  After BST relinquishes its obligations Client may pursue
                  independent collection activities. Client collection
                  activities will not include any reference to BST other than a
                  statement that such Client charges were initially billed in
                  the BST End-User bill.

                  When BST recourses an Uncollectible amount to Client as
                  Realized Net Bad Debt, BST does NOT relinquish its collection
                  obligations back to Client. Consequently, Client will not
                  pursue any independent collection activities of Realized Net
                  Bad Debt after receipt of the recourse amount.


         E.       REPORTING OF UNCOLLECTIBLE REVENUE TO CLIENT

                  A summary report of the realized uncollectibles will be
                  provided on a standard monthly report and attached to the
                  Purchase of Accounts Receivable ("PAR") statement.
                  Additionally, if desired by Client, BST will provide Client a
                  monthly uncollectible reporting in EMI record format detailing
                  the write offs and recoveries.

22.      SETTLEMENTS AND BILLING AND COLLECTIONS CHARGES

         A.       The Settlement Amount will be calculated as follows:

                  Amount of Client billing charges accepted for the report month
                  -  Total End-User Adjustments for the report month
                  -  Total Unbillable charges for the report month
                  -  Total uncollectibles for the report month
                  -  OCA Expense
                  -  Total Other Charges and Credits for report month
                     ------------------------------------------------
                  =  Net Settlement Amount

                                                                              16
                                           VERSION FINAL. SEPTEMBER 3, 2003

<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                         BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

         B.       BST will mail the settlement statement in time for it to be
                  received by the Client by the sixteenth (16) workday of the
                  month following close of the report month. If the calculated
                  settlement indicates BST owes Client, the electronic funds
                  transfer or settlement check will be processed so as to be
                  received by Client by the last workday of the month following
                  the report month. In the event Client remittance is not paid
                  in full by the date contained in the paragraph herein,
                  interest charges shall apply as set forth in Section 53
                  relative to charges owed to Client by BST. If the calculated
                  settlement indicates Client owes BST, Client will remit the
                  amount due to be received by BST within thirty days following
                  report month close. If payment is not received within thirty
                  days, interest charges will apply as described in Section 53
                  of this Agreement. Upon written notification by BST to Client,
                  BST may, in its sole discretion, suspend billing services if
                  outstanding charges are not paid in full on time as described
                  herein.

                  If agreed to by the Parties, electronic funds transfer may be
                  used to accomplish the settlement.

         C.       The BST Billing and Collections Services billing will be
                  accomplished via the Cost Based Billing (CBB) system. This is
                  the standard affiliate inter-company settlements process. The
                  BST charges for billing services rendered to the Client will
                  be billed by the BST Cost Based Billing group (CBB) on behalf
                  of BST. The charges for services rendered will be billed the
                  month following the month the charges are incurred. The
                  billing services provided by BST will be billed at the rates
                  set forth in Attachment 1. The charges calculated by the CBB
                  group for services provided by BST to the Client will be
                  processed through the BellSouth Global Inter-Company
                  Settlement (GIS) system.

                  BST will generate billing by the thirtieth (30th) day of the
                  month following the month charges are incurred, and as set
                  forth in Attachment 1. Payment is due within thirty (30) days
                  of the posted date of the bill and should be remitted to the
                  BST address shown in Attachment 5. If payment is not received
                  within thirty days, interest charges will apply as described
                  in Section 53 of this Agreement

         D.       Settlement Reserve

                  BST will not require and does not maintain any "Settlement
                  Reserve" against which future uncollectibles or adjustments
                  would be offset. Following termination of this Agreement,
                  Client shall continue to receive recoursed uncollectibles and
                  adjustments for revenues submitted for billing under this
                  Agreement.

23.      SETTLEMENTS OF CLAIMS

         In the event that Client disputes the settlement statement or Billing
         and Collections Services bill, the Client must submit to BST a
         documented claim in writing for the disputed amount. The Client will
         submit any dispute promptly but no later than six (6) months from
         report month so that the information relevant for the investigation of
         the dispute may be reviewed

                                                                              17
                                           VERSION FINAL. SEPTEMBER 3, 2003
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                         BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

         by both Parties. Both Parties will use best efforts to resolve the
         dispute. The responsibilities are as follows:

         A.       DISPUTE DATE AND DOCUMENTATION

                  The dispute date is the date on which BST receives the
                  Client's documented claim in writing. Such documentation must
                  include, at a minimum, but is not limited to:

                  l).      The nature of the dispute, including the basis for
                           the Client's belief that the settlement or Billing
                           and Collections Services bill is incorrect

                  2).      The amount of money in dispute identified by
                           category; e.g., Billed Revenue, Adjustments

                  3).      The report month and the RAO(s) for the settlement
                           statement

                  4).      Any applicable transmission dates or sequence pack
                           numbers

                  BST may request the Client to provide any additional
                  information if needed. Any request for additional information
                  will not affect the established dispute date if the Client
                  meets the written documentation requirements stated herein.

         B.       RESOLUTION OF DISPUTE

                  If after investigation of the dispute, the statement in
                  question is found by BST to be correct and the Client concurs
                  with BST's findings, both Parties will consider the dispute
                  settled.

                  If the statement is found to be incorrect by both
                  Parties, the dispute will be settled as follows:

                  1)       The amount determined to be the settlement amount for
                           the claim will be documented in BST's findings as the
                           "settlement claim amount".

                  2)       If a credit is due the Client, the settlement claim
                           amount due less any disputed amounts associated with
                           the claim withheld by the Client will be credited to
                           the Client on a subsequent settlement. Interest
                           charges will apply as described in Section 53 of this
                           Agreement.

                  3)       In the event that payment is due BST, the same
                           provisions as set forth in this section will apply as
                           with payments due the Client. Interest charges will
                           apply as described in Section 53 of this Agreement.

         C.       ESCALATION OF SETTLEMENTS DISPUTE

                  In the event that a settlements dispute is not resolved in a
                  timeframe acceptable to either the Client or BST the dispute
                  should first be escalated to the Contract Administrators and
                  then Cingular's Controller and BST's Accounts Receivable
                  Management-Assistant Vice President. If not resolved by the
                  above, the dispute shall be escalated to the Cingular
                  President and to the BST Vice President-Finance, Chief
                  Financial Officer-Domestic Operations.

                                           VERSION FINAL. SEPTEMBER 3, 2003

                                                                              18
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                         BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

24.      TAXES

         All taxes including but not limited to Federal, State, or local sales,
         use, excise, gross receipts or other taxes or tax-like fees imposed on
         or with respect to Client's services, excluding however, advalorem
         property taxes, state and local privilege and license taxes based on
         gross revenue, taxes measured by net income, and any taxes or amounts
         in lieu of the foregoing excluded items, are hereinafter collectively
         referred to as "Taxes", unless otherwise specifically named.

         BST shall print and bill in the format required and the time frame
         specified, applicable Taxes, as provided by Client to BST, to End User
         Customers, as mutually agreed upon. Client shall calculate and provide
         to BST all applicable taxes related to Client's services.


         BST shall collect taxes computed by Client from End User Customers on
         Client's behalf and remit such Taxes to Client through the settlement
         process.

         BST shall not remit Taxes to Client when it is not able to do so as a
         result of legal restrictions; however, Client reserves the right to
         challenge such determination.

         BST shall not be entitled to retain or receive any statutory fee or
         share of Taxes that the person collecting or remitting such Taxes is
         entitled under applicable law.

         BST is providing this service for a specific fee. BST shall not report
         related Client's revenues as its own receipts for gross receipts tax
         purposes or any other tax purposes.

         BST shall not be responsible for calculating and billing any foreign
         state taxes associated with a jurisdiction where the call originates in
         a state other than the billing state, unless the foreign state tax
         information is calculated by Client and provided to BST for printing on
         End User Customers bill.

         Should any Federal, State or local jurisdiction determine that sales,
         use, gross receipts or any other taxes (including interest, penalties,
         and surcharges thereon) are due by BST as a result of BST's provision
         of this service and such taxes have not already been billed by BST and
         paid by Client, BST shall advise Client and Client shall be liable for
         any such tax, interest, penalties and surcharges, and Client shall
         immediately reimburse BST the amount of such tax, interest, penalties
         and surcharge paid by BST. If Client disagrees with BST's determination
         that any taxes are due by BST as a result of BST's provision of this
         service, Client shall, at its option and expense (including immediate
         payment of any such assessment), have the right to seek a ruling as to
         the inapplicability of any such tax or to protest any assessment and
         participate in any legal challenge to such assessment, but shall be
         liable for any tax, penalty, surcharge and interest ultimately
         determined to be due.

         All communications with taxing authorities regarding Taxes applicable
         to Client shall be the responsibility of the Client.

         Client understands and agrees that BST is merely providing Services
         with respect to the billing and collection of Taxes hereunder.

         Client shall file all tax returns and pay or remit all such Taxes to
         the imposing authority.

                                           VERSION FINAL. SEPTEMBER 3, 2003

                                                                              19

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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                         BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

TAX INDEMNITY AND RECOURSE

BST agrees to pay and hold Client harmless from and defend (at BST's expense)
Client from and against any liability or loss resulting from tax, penalties,
interest, additions to Tax, or other charges or payable expenses (including
reasonable attorney's fees) incurred by Client as a result of:

         l).      The failure of BST to bill End User Customer Taxes as required
                  by Client through the Invoice Billing Service; or

         2).      BST's recalculation or alteration of Taxes sent to BST through
                  the Invoice Billing Service. This sub-paragraph does not apply
                  to recourse adjustments initiated by BST or to adjustments
                  received by other than the mechanized Invoice Processing feed.

Such indemnity shall be provided to Client on an after Tax basis.

Client shall indemnify and hold harmless, and defend (at Client's expense) BST
from and against any liability or loss resulting from any Taxes, penalties,
interest, additions to Tax, or other charges or payable expenses (including
reasonable attorney's fees) incurred by BST as a result of:

         1).      Client's failure to pay any Tax or file any return or other
                  information as required by law or the Agreement; or,

         2).      BST complying with the Agreement or with any determination or
                  direction by or advice of Client provided in writing by Client
                  or BST correctly using information provided in writing by
                  Client in performing any Tax-related service hereunder; or

         3).      BST acting or failing to take any action with respect to any
                  Tax which is subject of the Agreement.

Notwithstanding, the above, such indemnity is conditioned upon BST providing
Client or Client providing BST with notice (which notice shall be given allowing
the Party time to file a response, but in no event more than 10 business days of
receipt of assessment) of any additional Tax, penalties, or interest due with
respect to this Agreement. BST shall receive a copy of all filings in any such
proceeding, protest or legal challenge, all rulings issued in connection
therewith and all correspondence between Client and the taxing authority.

If Client disagrees that any Taxes are payable by BST, disagrees with an
assessment of any additional Taxes, penalties, interest, additions to Tax
surcharges, or other charges or payable expenses due by BST as a result of BST's
billing to Client for services under this Agreement, Client shall, at its option
and expense (including, if required by a taxing authority, payment of such Tax,
penalties and interest prior to final resolution of the issue have the right to
seek administrative relief, a ruling, judicial review (in a manner deemed
appropriate by Client), as to the applicability of any Tax, penalty or interest,
or to protest any assessment and direct and legal challenge filed with the
Internal Revenue Service or in a court of Law such assessment, and shall be
liable hereunder for any such amount ultimately determined to be due.

                                           VERSION FINAL. SEPTEMBER 3, 2003

                                                                              20
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                         BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

         Any legal proceeding or any other action with respect to BST and with
         respect to any asserted Liability or additional taxes due by BST shall
         be under BST's direction, but Client shall be consulted. Any legal
         proceeding or any other action with respect to Client and with respect
         to any asserted liability of additional taxes due by Client shall be
         under Client's direction, but BST shall be consulted. In any event,
         both Client and BST shall fully cooperate with each other as to the
         asserted liability. Client shall bear all the costs of any such action
         undertaken at its specific request. BST shall bear the costs of any
         such action undertaken absent such a request from Client.

25.      FUTURE ENHANCEMENTS

         Once the Client's initial service establishment is complete for the
         service purchased under this Agreement, the Client may request
         enhancements and/or modifications to its service. There are cases when
         additional work is required due to Client requests such as new bill
         phrases, new product billing, re-sends of data, etc. All such Client
         requests will be handled as additional work requests unless the work is
         a result of changes initiated by BST.

         The Client should provide a written request completely detailing the
         service modifications needed. If more information is needed by BST, BST
         will provide Client with a list of questions and issues. Once complete
         specifications are provided by Client, BST will provide a response with
         the time and cost estimate.

         The Client will have up to forty (40) working days to provide written
         authorization concurring with BST's time and cost estimate and
         authorizing BST to begin the work. The timeframe for implementation
         will be dependent upon receipt of written authorization to proceed. The
         cost for performing the enhancement will be billed to the Client on its
         billing and collections statement for portions of the work as they are
         completed by BST. This billing will typically be one month in arrears.
         (Ex. billing for work undertaken for a project in January will be
         billed on the February bill.) If the Client cancels a request, it will
         be billed for the work completed to date of cancellation.

         Client modifications requested may also require additional recurring
         processing expense for BST. In those cases, new recurring rates may be
         established or the rates for existing rate elements may be increased.

         The Client will be charged at rates set forth in Attachment 1 for the
         non-recurring development work required for BST to develop and
         implement the request.

         TESTING

         New procedures, which require mutual testing, must be coordinated by
         both Parties and a mutually acceptable test schedule timeline and
         frequency established. Since future enhancements are determined on an
         ICB, testing must be included in this process.


                                           VERSION FINAL. SEPTEMBER 3, 2003

                                                                              21
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--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                         BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

26.      LIMITATION OF LIABILITY

         The Client agrees that BST assumes no liability for any action or claim
         arising out of BST's billing or determination to refuse to bill any of
         Client's charges. The liability of BST for damages arising out of
         mistakes, omissions, interruptions, delays, errors or defects in
         rendering services hereunder and not caused by the negligence of the
         Client shall in no event exceed an amount equivalent to the
         proportionate charges to the Client for the service which was affected
         by such mistakes, omissions, interruptions, delays, errors, or defects.
         Neither Party shall be liable for lost profits, lost savings or other
         such damages, including without limitation special, exemplary,
         indirect, incidental or consequential damages arising out of or in
         connection with this Agreement or in connection with either Party's
         failure to perform its obligations hereunder.

27.      INDEMNITY

         Both parties represent and warrant that any data files which are to be
         processed by either company and any bill or notice formats comply with
         the criteria and requirements set forth in this Agreement, any
         governmental laws, codes and regulations, and any attachments,
         exhibits, addendum's, amendments and good business practices. Each
         Party shall defend at its own expense and indemnify and hold the other
         Party harmless from all claims, lawsuits, actions, complaints, damages,
         demands, liabilities, penalties, interest and expense, (including
         reasonable attorney's fees) arising out of either company's breach of
         the foregoing representation and warranties.

28.      WARRANTY DISCLAIMER

         THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED (INCLUDING ANY REGARDING
         MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) NOT SPECIFIED
         HEREIN RESPECTING EQUIPMENT FURNISHED OR SERVICES PERFORMED UNDER THE
         AGREEMENT.

29.      CONFIDENTIALITY AND PUBLICITY

         A.       All business-sensitive and competitive information disclosed
                  by Client or BST during the negotiation of this Agreement as
                  well as information generated during the performance of the
                  Services covered by this Agreement are considered proprietary
                  and confidential to the disclosing Party and shall not be
                  disclosed to a third party. Also, neither Party shall use
                  information except to perform duties pursuant to this
                  Agreement. Each Party shall use the same standard to protect
                  such information as it uses to protect its own similar
                  confidential and proprietary information unless such
                  information was previously known to the other Party free of
                  any obligation to keep it confidential, or has been or is
                  subsequently made public by either Party or a third party.

         B.       Unless otherwise required by applicable law or regulatory
                  agency, each Party agrees that it shall not, without the prior
                  written consent of the other Party, make any news release,



                                           VERSION FINAL. SEPTEMBER 3, 2003

                                                                              22
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--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                         BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

                  public announcement, or denial or confirmation of the whole or
                  any part of their agreement which names the other Party, or
                  an affiliated company of the other Party.

         C.       The Parties acknowledge that this Agreement contains
                  confidential information which may be considered proprietary
                  by either or both Parties, and agree to limit distribution of
                  this Agreement to those individuals in their respective
                  organizations, and in their affiliated companies, with a need
                  to know the contents of the Agreement or to meet the
                  requirements of a court, regulatory body or government agency
                  having jurisdiction over either Party provided that such Party
                  will seek commercial confidential status for the Agreement to
                  the extent such designation can reasonably be secured.

30.      TRADEMARKS, TRADE NAMES AND SERVICE MARKS

         BST agrees to submit to Client all advertising, sales promotions, press
         releases, and other publicity matters relating to this Agreement or
         mentioning or implying the trade names, logos, trademarks or service
         marks (collectively called "Marks") of Client or language from which
         the connection of said Marks therewith may be inferred or implied, or
         mentioning or implying the names of any personnel of Client. BST
         further agrees not to publish or use such advertising, sales
         promotions, press releases, or publicity matters without Client's prior
         written consent.

         A.       LICENSE FOR MARKS.


                  The Parties retain exclusive ownership of their trademarks,
                  service marks, logos and trade names ("MARKS"). Client hereby
                  grants to BST a personal, nonexclusive, limited right,
                  assignable only as provided within this Agreement, to
                  reproduce Client's Marks for use as defined herein and as
                  necessary for fulfilling any obligations or exercising any
                  rights under this Agreement. Client agrees that BST may affix
                  such Client Marks to materials provided for hereunder. BST
                  shall strictly adhere to all graphic standards and marking
                  requirements required by Client as may be revised or
                  supplemented from time to time. In the case of BellSouth's
                  Marks, the parties acknowledge that any license to use
                  applicable BellSouth marks must be obtained from BellSouth's
                  corporate affiliate, BellSouth Intellectual Property Marketing
                  Corporation.

                           1).      Client and its Affiliated Companies' trade
                                    names, logos, trademarks and service marks
                                    are the property of Client. In response to
                                    Client's request to have BST affix certain
                                    trademarks, trade names, logos, symbols,
                                    decorative designs, (hereinafter
                                    collectively called "Marks") to the material
                                    furnished hereunder, Client hereby grants to
                                    BST a personal, nonexclusive, limited right,
                                    assignable only as provided within this
                                    Agreement, to reproduce and affix Client's
                                    Marks for use as defined herein and as
                                    necessary for fulfilling any obligations or
                                    exercising any rights under this Agreement.
                                    BST shall strictly adhere to all graphic
                                    standards and marking requirements required
                                    by Client as may be revised or supplemented
                                    from time to time.


                                           VERSION FINAL. SEPTEMBER 3, 2003

                                                                              23
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--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                         BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

                           2).      BST's and its Affiliated Companies' trade
                                    names, logos, trademarks and service marks
                                    are the property of BellSouth Intellectual
                                    Property Corporation ("BIPCO"). In response
                                    to BST's request to have Client affix
                                    certain trademarks, trade names, logos,
                                    symbols, decorative designs, (hereinafter
                                    collectively called "Marks") to the Material
                                    furnished hereunder, Client agrees to comply
                                    with the terms of the Trademark License
                                    Agreement attached as Appendix A. Client
                                    shall not affix, use, or otherwise display
                                    such Marks on the Material or use the Marks
                                    in any manner inconsistent with the terms of
                                    the Trademark License Agreement. BIPCO shall
                                    retain all right, title, and interest in any
                                    and all Marks, packaging design and finished
                                    artwork provided to BST.

                           3).      Neither party will use the name, logo,
                                    trademarks or service marks of the other
                                    Party without obtaining advance written
                                    approval from the other party regarding such
                                    use, including use in a domain name. The
                                    request for approval will include the
                                    specific copy for which use is proposed.

         B.       OWNERSHIP OF WORK PRODUCT

                  "Work Product" means all software (object and source code),
                  technical information, inventions, discoveries, improvements,
                  methods, techniques, training material, processes,
                  specifications, works of authorship, documentation, data
                  format and other information conceived, developed or first
                  reduced to practice by a Party, its employees, consultants or
                  representatives, under or resulting from this Agreement.
                  Unless otherwise agreed to by authorized representatives of
                  the Parties, in writing, in advance of the creation of the
                  Work Product, the Party developing such information shall own
                  all right, title, and interest, including copyright, in and to
                  the Work Product.


         C.       CONFIDENTIALITY

                  It may be necessary for BST to provide Client with certain
                  proprietary and confidential information, specifically
                  software containing data format information, solely for the
                  purpose(s) of data exchange. Client may share data format
                  information with its partner companies provided both Client
                  and partner companies agree that each shall protect the
                  information from any use, distribution or disclosure except as
                  permitted hereunder. Client and its partner companies will use
                  the same standard of care to protect the information as its
                  uses to protect its own similar confidential and proprietary
                  information, but not less than a reasonable standard of care.
                  Client may provide data format information only to its partner
                  companies who: (i) have a substantive need to know such
                  information in connection with this Agreement; (ii) have been
                  advised of the confidential and proprietary nature of such
                  information; and (iii) have personally agreed in writing to
                  protect from unauthorized disclosure all confidential and
                  proprietary information, of whatever source, to which they
                  have access in the course of their employment.

                                           VERSION FINAL. SEPTEMBER 3, 2003

                                                                              24
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CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                         BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

31.      SOFTWARE

         The Parties or their contractors or agents may develop specifications,
         drawings, documentation, concepts, methods, techniques, processes,
         adaptations and ideas including, but not limited to software
         (hereinafter "Software") for the purpose of rendering Services under
         this Agreement. Unless otherwise agreed by authorized representatives
         of the Parties, in writing, in advance of the creation of the Software,
         the Party developing such information shall own all right, title, and
         interest, including copyright, in and to the Software.

         The Client may share data format information for the purpose of data
         exchange with its partner companies provided those companies use the
         formats internally only.

32.      ASSIGNMENT

         Neither Party shall assign any right, obligation or duty, in whole or
         in part, or any other interest hereunder, without the written consent
         of the other Party, which consent shall not be unreasonably withheld.
         Provided, however, that either Party, may, without the other Party's
         consent, assign this Agreement to any of its Affiliated Companies or
         may subcontract the performance of any of its obligations hereunder to
         such an affiliate company provided that such affiliate is financially
         and technologically able to perform the Assignor's duties under this
         Agreement. If assigned to an Affiliated Company by BST, this Agreement,
         and rates contained herein, may be modified by mutual agreement by the
         Contract Administrators for BST and the Client. If new terms and
         conditions cannot be mutually agreed upon, either Party may terminate
         this agreement without any further liability hereunder other than for
         services previously rendered.

         Client understands and agrees that at its sole discretion, BST may
         delegate any duty in this Agreement to an affiliate for such affiliate
         to perform on behalf of BST.


33.      AUTHORIZATION TO CONDUCT BUSINESS


         A.       Client and BST shall comply with the provisions of all
                  applicable federal, state, county and local, laws ordinances,
                  orders, tariffs, regulations and codes. The Parties shall
                  indemnify each other for, and defend each other against, any
                  loss or damage sustained because of the indemnifying Party's
                  noncompliance.

         B.       The Parties shall obtain and keep current all federal, state,
                  and local licenses or approvals that may be required for the
                  performance of this agreement. Upon request, copies of all
                  required licenses and approvals shall be furnished to each
                  other. If either Party does not comply with such a request
                  within thirty (30) days, the other Party shall have no further
                  duty to perform pursuant to this Agreement. Client and BST
                  shall indemnify, defend and hold each other harmless against
                  any loss, cost, or damages (including attorney's fees)
                  sustained as a result of either Party's failure to obtain or
                  comply with any necessary licenses or approvals.

                                           VERSION FINAL. SEPTEMBER 3, 2003


                                                                              25
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--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                         BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

         C.       BST shall obtain and keep current all federal, state and local
                  licenses or approvals and comply with other such regulations
                  as may be applicable to the billing performed by BST
                  hereunder.

         D.       This Agreement applies to End-User customers to which Client
                  chooses to provide combined billing for Client-provided
                  services in the BST operating territory. Such billing may
                  include amounts for services approved per procedures described
                  in Section 14 that are provided by third parties but relate
                  specifically to the service provided to the End-User by
                  Client. This Agreement cannot be used to bill charges
                  belonging to other third parties.

         E.       The Agreement applies to billing and collections services in
                  the BST operating territory which encompasses the nine states
                  of Alabama, Kentucky, Louisiana, Mississippi, Tennessee,
                  Florida, Georgia, North Carolina and South Carolina. It also
                  includes limited areas in adjacent states to the extent that
                  BST has existing customers to whom it sends bills and any
                  other areas where Client may operate in the future within the
                  BST operating territory.


34.      NOTICES AND DEMANDS

         A.       Except as otherwise provided under this Agreement or in the
                  attachments hereto, all notices, demands or requests which may
                  be given by one Party to the other Party shall be in writing
                  and shall be deemed to have been duly given on the date
                  delivered in person or deposited, postage prepaid, in the
                  United States mail via verified mail return receipt requested
                  or sent by telex or cable and addressed as follows:

                  BST:             BellSouth ARM Billing & Collections
                  Name:            Cingular B&C Account Manager
                  Address:         1025 Lenox Park 8B77
                  City/State/Zip:  Atlanta, Georgia 30319

                  Client:          Controller
                  Name:            Cingular Wireless LLC.
                  Address:         5565 Glenridge Connector
                  City/State/Zip:  Atlanta, Georgia  30342

         B.       Tax related notices should be sent to:

                  BellSouth:      Director - State and Local Taxes
                  Name:           BellSouth Corporation
                  Address:        Room 16J07
                                  1155 Peachtree St. NE
                  City/State/Zip: Atlanta, Georgia 30309-3610


                                                                              26
                                          VERSION FINAL. SEPTEMBER 3, 2003
<PAGE>
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--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                         BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

         C.       The above addresses may be changed by written notice given by
                  such Party to the other Party pursuant to this section.

35.      NO THIRD-PARTY BENEFICIARIES

         This Agreement is not intended to create any third-party beneficiary
         rights and shall not provide any person not a party to this Agreement
         with any remedy, claim, liability, reimbursement, cause of action or
         other right.

36.      TERMINATION UPON EVENT OF DEFAULT BY A PARTY

         A.       Upon the occurrence of an event of default (as hereinafter
                  defined) by a Party, and so long as such event of default
                  shall be continuing, the aggrieved Party may elect to give
                  notice to the defaulting Party that the Agreement is
                  terminated and, if the aggrieved Party shall elect, proceed by
                  appropriate court action, either at law or in equity, to
                  recover damages for the breach thereof. The occurrence of any
                  of the following shall constitute an event of default:

                  1).      Any Party shall fail to pay any amounts due under
                           this Agreement and such failure to pay shall continue
                           for more than thirty (30) business days after written
                           notice from the aggrieved Party.

                  2).      Any representation or warranty made by a Party in
                           this Agreement or in any report, certificate,
                           financial statement or other statement furnished
                           pursuant to the provisions of this Agreement or
                           otherwise, shall prove to have been false or
                           misleading in any material respect as of the date on
                           which the same was made.

                  3).      Any Party shall fail in any material respect to duly
                           observe or perform any covenant, condition or
                           agreement made by it in this Agreement and shall
                           continue to fail to do so for a period of thirty (30)
                           business days after receipt of written notice
                           thereof.

                  A "business day" or "Working day" shall mean a calendar day,
                  excluding Saturdays, Sundays, and all holidays celebrated by
                  BST. On an annual basis, prior to the beginning of each
                  calendar year, BST shall provide Client a list of said
                  holidays.

         B.       The foregoing does not represent the sole and exclusive remedy
                  of a Party upon the occurrence of an event of default by
                  another Party.

37.      AGREEMENT TERMINATION

         Either Party may terminate this Agreement at its sole discretion
         without cause by providing the other Party with a ninety (90) day
         written notice.

         Upon discontinuance of services, all charges incurred by the Client
         will be due to BST. Any settlements owed to the Client will be paid by
         BST.

                                                                              27
                                          VERSION FINAL. SEPTEMBER 3, 2003
<PAGE>
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--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


          BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT BETWEEN
                             BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

38.      OBLIGATIONS SURVIVE TERMINATION

         The Parties agree that the termination of this Agreement pursuant to
         any provision or section hereof, or for any other reason, shall not
         affect or terminate any obligation or liability incurred or assumed by
         either Party prior to the effective date of termination of this
         Agreement, and the provisions of this Agreement shall survive its
         termination with respect to conclusion of any unresolved matters
         relating to the Services performed prior to termination. Upon
         termination of this Agreement by either Party for default or
         convenience, each Party will be responsible for paying any and all
         outstanding amounts due to the other Party. With respect to Client,
         these amounts, which must be paid to BST, may include, but are not
         limited to, unbillables, uncollectibles, unguideables, and Billing and
         Collections Services charges which relate to services provided under
         this Agreement, and may include amounts that occur subsequent to the
         date of termination.

39.      SEVERABILITY OF PROVISIONS

         Except as expressly provided in this Agreement, if any part of this
         Agreement is held or construed to be invalid or unenforceable, such
         provision shall be severed from this Agreement and all other terms and
         conditions of this Agreement shall remain in full force and effect to
         the extent permissible or appropriate in furtherance of the intent of
         this Agreement as if such severed provision had never been a part
         hereof.

40.      UNLAWFUL USE

         The service provided under this Agreement will not be used by the
         Client for any unlawful purpose. If the Client uses the service for any
         unlawful purpose, the Client will indemnify, defend and hold the
         company harmless against any and all damages and expenses, arising in
         any manner, due to the Client's use of the service in any unlawful way.
         The Client's use of this service for an unlawful purpose will be
         grounds for BST to immediately terminate this Agreement without notice.

41.      TERM OF AGREEMENT

         This Agreement shall continue in effect for the term provided in this
         Agreement. After the primary term expires, unless otherwise terminated
         by either Party, this Agreement will be extended in one-month
         increments until terminated. Upon termination by either Party certain
         charges as specified in this Agreement or attachments and amendments
         may be applicable. This Agreement will continue to apply to invoices
         received prior to termination throughout the remainder of the billing
         month.


                                                                              28
                                          VERSION FINAL. SEPTEMBER 3, 2003

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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


          BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT BETWEEN
                             BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

42.      FORCE MAJEURE

         Neither Party shall be held liable for any delay or failure in
         performance of any part of this Agreement from any cause beyond its
         control and without its fault or negligence, such as acts of God, acts
         of civil or military authority, government regulations, embargoes,
         epidemics, war, terrorist acts, riots, insurrections, fires,
         explosions, earthquakes, nuclear accidents, floods, strikes, power
         blackouts, volcanic action, other major environmental disturbances,
         unusually severe weather conditions, inability to secure products or
         services of other persons or transportation facilities, or acts or
         omissions of transportation common carriers. Provided, however, that
         the Party affected by the force majeure shall remedy the delay or
         failure as quickly as commercially reasonable.

43.      CONFLICT OF INTEREST

         The terms and conditions contained in Attachment 2, Conflict of
         Interest, are hereby made part of this Agreement.

44.      GOVERNING LAW

         This Agreement shall be deemed to be a contract made and performed
         under the laws of the State of Georgia, and the construction,
         interpretation and performance of this Agreement and all transactions
         hereunder shall be governed by the domestic law of such State.

45.      FRAUD

         Cloning Fraud detection, deterrence, and control procedures are the
         responsibility of the Client. Subscription Fraud, as defined by BST
         Security, may be detected by either BST or the Client. The Client
         agrees to notify BST immediately if Subscription Fraud is detected. BST
         agrees to notify Client immediately if Subscription Fraud is detected.
         Any billed revenues involved in fraud that are not adjusted by the
         Client may be recoursed by BST to the Client.

46.      CLIENT USE OF DATA FORMATS WITH OTHER PARTNERS

         The Agreement hereby acknowledges the Client's use of the BST
         proprietary data formats for the purpose of data exchange with other
         combined billing partner companies. These formats may only be used by
         BST approved partner client entities for this purpose. The Client must
         secure written non-disclosure agreements to protect this proprietary
         material from such partner client entities which will utilize BST's
         proprietary data formats.

47.      AUDITS

         The Client has the right to perform one Audit or Examination annually
         of BST records relating to services purchased under this Agreement. The
         Audit or Examination will be at BST locations and in accordance with
         terms and conditions set forth in this section for all services
         purchased under this Agreement.


                                                                              29
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


          BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT BETWEEN
                             BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------


         A.       TERMS AND CONDITIONS

                  1).      The Client will initiate an Audit or Examination by
                           giving BST written notification of its intent to
                           perform an Audit or Examination at least 90 calendar
                           days before the Client's desired start date.

                  2).      On Site

                           a).      An Audit or Examination will be performed
                                    during normal day-shift BST business hours.

                           b).      An Audit or Examination is limited to a
                                    maximum period of two weeks on-site,
                                    provided all key personnel are available at
                                    the start and throughout the Audit or
                                    Examination.

                           c).      An Audit or Examination is limited to three
                                    (3) states.

                  3).      Miscellaneous

                           a).      BST costs for special extractions of Client
                                    data will be paid by the Client.

                           b).      Each Party bears its own costs and expenses
                                    during the Audit or Examination

                           c).      If an independent auditing firm is used for
                                    the Audit or Examination, the independent
                                    firm must sign a non-disclosure agreement
                                    with the Client and BST.

                           d).      All information exchanged is considered
                                    proprietary and its use limited to the audit
                                    purpose only unless written agreement is
                                    secured from BST and the Client.

                           e).      BST will respond to Client Audit findings
                                    within mutually agreed-upon timeframes.

                  4).      Handling of Material

                           a).      BST and Client materials are considered
                                    proprietary and cannot be copied or removed
                                    from the premises.

                           b).      Observation of BST employees' contacts with
                                    End-Users is prohibited.

                           c).      Interviews with BST non-management employees
                                    are prohibited.

         B.       WRITTEN NOTIFICATION AND TIME FRAME REQUIREMENTS

                  1).      The Client will provide BST written notification of
                           its intent to perform an Audit or Examination at
                           least ninety (90) calendar days prior to desired
                           start date. The request must contain the following
                           information:

                           a).      Objective of the Audit or Examination

                           b).      Start date and Duration for on-site
                                    activities

                           c).      Participants Names, Addresses, and Phone
                                    Numbers


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           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                         BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

                           d).      Scope (may not change once the Audit or
                                    Examination begins)

                           e).      Data request identifying data or documents
                                    to be examined (may not change once the
                                    Audit or Examination begins)

                           f).      Site or location of Audit or Examination
                                    (must be mutually agreeable)

                           g).      Data request sample size

                  2).      BST must respond to the Audit or Examination request
                           within fifteen (15) calendar days and acknowledge
                           that the time, location and date are acceptable or,
                           based on good and reasonable cause, change the date
                           to a mutually agreed-upon alternative.

                  3).      Once the start date is established, BST will schedule
                           a pre-review meeting within 30 calendar days of the
                           Client receipt of the written notification by BST.
                           The pre-review meeting cannot be less than 45
                           calendar days before the Audit or Examination.
                           Pre-review activities include but are not limited to:

                           a).      Clarification and concurrence of Client
                                    requests

                           b).      Review of sample documentation

                           c).      Concurrence of materials and documents to
                                    be provided during the Audit or Examination

         C.       FINAL REPORT AND CLAIM PAYMENT

                  1).      Within forty-five (45) calendar days of the Audit or
                           Examination conclusion, the Client will provide to
                           BST a report, in writing, identifying any
                           deficiencies found and documenting any claims
                           associated with the Audit or Examination. If this
                           time frame cannot be met, the Client will negotiate
                           an extension.

                  2).      Upon receipt of the report, BST will investigate all
                           findings and claims and provide a written response to
                           the Client within forty-five (45) calendar days of
                           receipt of the Client report. In the event this
                           timeframe cannot be met, BST will negotiate an
                           extension.

                  3).      The response will detail BST investigative actions
                           and its proposed resolutions which will be one of the
                           following:

                           a).      No settlement due.

                           b).      The Parties concur that a settlement is due
                                    the Client from BST.

                           c).      The Parties concur that a settlement is due
                                    BST from the Client.

                  4).      The Client will provide concurrence with or objection
                           to BST written response within forty-five (45)
                           calendar days of receipt of the written response.

         D.       BILLING OF A CLAIM

         BST will include the mutually agreed-upon claim amount and any
         associated interest payment as described in Section 53 of this
         Agreement on either a subsequent billing and collection bill or
         Settlement statement due the Client.


                                           VERSION FINAL. SEPTEMBER 3, 2003

                                                                              31
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                         BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

48.      LATE PAYMENT CHARGES ON END-USER ACCOUNTS

         Where authorized by appropriate regulatory agencies, BST will apply
         late payment charges automatically to End-User bills based on balance
         due. A late payment charge is applied when any undisputed portion of a
         previous month's bill has not been paid in full prior to the subsequent
         bill date. Any payment of these charges by End-User, waiver or
         adjustment of late payment charges is considered BST revenue and does
         not involve Client settlements, even though the basis for the late
         payment charges could include Client invoice revenues. The Client is
         not permitted to bill late payment charges assessed by the Client on
         combined bills.

49.      INTEREST ON END-USER ACCOUNTS

         Interest calculated on BST charges or paid by BST to End-Users will not
         use Client invoice revenues in the basis for calculation. Client
         End-Users will not receive interest from BST for any Client services.
         Interest paid to End-Users by the Client must be included in the Client
         invoice, identified to the End-User, and be represented as a "net" of
         Client charges when provided to BST on the invoice.

50.      DEPOSITS ON END-USER ACCOUNTS

         If a deposit is required to establish Client service to an End-User,
         the deposit for Client services must be determined and secured by the
         Client. Charges for or refunds for deposits may be included in the
         invoice sent to BST for inclusion in the End-User bill. The Client will
         be responsible for holding the End-User deposits.

51.      NPA/NXXFile

         BST will provide to the Client a mechanized file of BST NPA/NXX/RAO
         information for Client use in mapping Client bill cycles to BST bill
         cycles, if Client desires to do so. This file will be provided each
         bill cycle of BST (there are 20 bill cycles per month) and will contain
         the complete set of data each time. If BST revises the specifications
         for the NPA/NXX/RAO data file, BST will notify Client at least ninety
         (90) days before the changes are implemented.


52.      NPA SPLIT PROCEDURES

         The Client understands that it has multiple options for NPA split
         notifications. BST recommends that a combination of options be employed
         by the Client. The Client will be responsible for updating it's NPA/NXX
         splits.ide NXX information.)

                                           VERSION FINAL. SEPTEMBER 3, 2003

                                                                              32
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                         BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

53.      INTEREST ON SETTLEMENTS, CLAIMS, AND LATE PAYMENT.

         A.       The interest paid on late payment and claim payment amounts is
                  .67% per month (.0222% per day simple interest) or 8%
                  annually. The resulting amount will be rounded to the nearest
                  penny; i.e., to two decimal places.

         B.       Calculation of Interest Payments

                  1).      Treatment and Collection Services Bills

                           For Treatment and Collection Services bills, the
                           interest rate stated above will be applied as a late
                           payment factor to the portion of the Client payment
                           not received by BST on the payment due date. It is
                           calculated for the number of days from the payment
                           due date to, and including, the date BST receives the
                           full payment from the Client.

                  2).      Treatment and Collection Claim Payments

                           For Treatment and Collection Services bill claim
                           payments, the interest rate stated above will be
                           applied to the amount owed. Interest will accumulate
                           beginning either on the date the written documented
                           claim is received by BST or from the bill payment due
                           date, whichever occurs later.

                  3).      Settlements Payments

                           For Settlements payments, the interest rate stated
                           above will be applied as a late payment factor to the
                           portion of the balance due not received by the Party
                           owed by the Settlement due date. It is calculated for
                           the number of days from the payment due date to, and
                           including the date the Party owed receives full
                           payment from the indebted Party.

                  4).      Settlements Claim Payments

                           For Settlements claim payments, the interest rate
                           stated above will be applied to the amount owed.
                           Interest will accumulate beginning either on the date
                           the written documented claim of the monies in
                           question is received by BST or from the settlement
                           due date, whichever occurs later.

                  5).      Audit Claim Payments

                           For Audit claim payments, the interest rate stated
                           above will be applied as follows:

                           a.       Application of the interest payment to the
                                    claim amount will start on the date the
                                    claim is received under the conditions that
                                    all supporting documentation is attached to
                                    the claim and that both Parties mutually
                                    agree that the documentation is accurate and
                                    sufficient. When supporting documentation
                                    has to be gathered by either or both
                                    Parties, application of the interest payment
                                    will begin the day both Parties mutually
                                    agree that the supporting documentation is
                                    complete and sufficient and on the claim
                                    revenue amount.

                                           VERSION FINAL. SEPTEMBER 3, 2003


                                                                              33
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


              BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
                         BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------

                  b.       Application of the interest payment will stop on the
                           date the claim revenue amount is posted to the
                           Customers Treatment and Collection bill and/or
                           settlement due either Party.

                  c.       Interest payment will not be applied to any claim
                           payment if it is determined that the claimant was
                           responsible for the circumstances that caused the
                           error(s). Both Parties will mutually agree on whether
                           or not the interest payment should be applied when
                           multiple circumstances and factors contributed to the
                           error(s).

54.      END-USER BANKRUPTCY


         If an End-User declares bankruptcy, BST will be responsible for
         handling of Bankruptcy filings regarding amounts the End-User owes BST
         and Client.



         Cingular Wireless LLC.             BellSouth Telecommunications, Inc.


         By:                                By:
            ------------------------            ------------------------------

         Title:                             Title:
               ---------------------              ----------------------------

         Date:                              Date:
              ----------------------             -----------------------------
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------

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                                                                              34
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


ATTACHMENT 2

                              CONFLICTS OF INTEREST


BST does business with thousands of contractors and suppliers. It is a
fundamental policy of BST that such dealings shall be conducted on a fair and
impartial basis, free from improper influences, so that all participating
contractors and suppliers may be considered on the basis of the quality and cost
of their product or service.

We are also committed to doing business with contractors and suppliers in an
atmosphere that is in keeping with the highest standards of business ethics.
Although we recognize that the exchange of gifts and entertainment is customary
in some businesses, we believe this practice often raises embarrassing questions
about the motives of both the giver and receiver. Therefore, this company has
for some time followed a policy that its employees shall not accept from
customers, suppliers of property, goods, or services, or from any other persons,
any gifts, benefits, or unusual hospitality that may in any way tend to
influence them, or have the appearance of influencing them, in the performance
of their jobs.

Employees of BST who are authorized to make purchases or negotiate contract are
aware of this policy.

We believe that firm adherence to this policy will help establish better
business relationships between BST and its contractors and suppliers. We solicit
your cooperation in achieving that objective.

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                                                                              38


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EXHIBITS - Billing and Collections Services Operating Agreement by and among
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           effective September 1, 2003

                                                                   EXHIBIT 10.62



ATTACHMENT 3

                             CONTRACT ADMINISTRATORS


BellSouth Telecommunications, Inc.


    BellSouth ARM Billing & Collections Manager
    1025 Lenox Park Blvd. 8B77
    Atlanta, Georgia 30319





Cingular Wireless LLC.

    Controller
    Cingular Wireless LLC.
    12525 Cingular Way
    Suite 3210
    Alpharetta, Georgia 30004

Cingular Corp.
    Controller
    Cingular
    5565 Glenridge Connector
    Atlanta, Georgia 30345

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                                                                              39


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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62



ATTACHMENT 4

                        PAYMENT AND/OR BILLING ADDRESSES


 BellSouth Telecommunications, Inc.

    Phyllis Camp, Treasurer
    Building A, Room 197
    5775 Peachtree Dunwoody
    Atlanta, Georgia 30342


 Cingular Wireless LLC.

    Corporate Accounting/Cash Accounting Manager
    Cingular Wireless LLC.
    12525 Cingular Way
    Suite 3210
    Alpharetta, Georgia 30004

 Cingular Corp.

     Corporate Accounting/Cash Accounting Manager
     Cingular Corp
     5565 Glenridge Connector 300
     Atlanta, Georgia 30345

                                           VERSION FINAL. SEPTEMBER 3, 2003

                                                                              40

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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62



ATTACHMENT 5

                              LIST OF ABBREVIATIONS



 AAN             Account Activity Notification
 BST             BellSouth Telecommunications, Inc.
 BTN             Billing Telephone Number
 CBB             Cost Based Billing group
 ICB             Individual Case Basis
 LLTNV           Landline Telephone Number Validation
 NPA             Numbering Plan Area (Area Code)
 NXX             Exchange Code
 PAR             Purchase of Accounts Receivable
 T&C             Time and Cost

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           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62

Attachment 6

                               DEFINITION OF TERMS


The terms in this section appear in this Agreement with their initial letters
capitalized, whether in the singular or plural, and shall have the respective
meanings specified in this section for all purposes of this Agreement unless
otherwise expressly indicated.

1.       Accounts Receivable: An account evidencing a legally enforceable right
         to payment for goods, sold, rented, or leased or for services rendered.

2.       Adjustment: A credit or debit applied to an End-User's account
         correcting amounts previously applied to the End User's account.
         Adjustments to the End-User account will be the responsibility of the
         Client. The Client will apply adjustments and transmit to BST for
         inclusion on the End-User bill. BST will only make adjustments to
         End-User charges as part of the End-User Dispute process, fraud
         process, enrollment error correction or at the explicit request of
         Client.

3.       Agreement: This document which consists of all Sections and Appendices.
         It is intended to describe the relationship between BST and Client
         where BST is providing billing, treatment and collection services to
         the Client.

4.       Audit: The review of billing and/or collection data encompassing
         multiple subjects; i.e. data receipt, calculation of balance due, bill
         presentation, bill rendering.

5.       Bill Date: The date reflected on the face of the BST Customer Bill
         which designates either the first calendar day of the Billing Period,
         if BST charges are billed in advance, or the calendar day immediately
         following the last day of the Billing Period, if BST charges are billed
         in arrears. In the case of a Final Bill, the Bill Date shall be the
         date the bill is prepared by BST, and reflected on the face of said
         Final Bill.

6.       Billing Period: The period of time beginning on a Bill Date and ending
         on the calendar day immediately prior to the subsequent Bill Date.

7.       Bill Rendering: Preparation, printing, and mailing of Customer charges
         for services rendered along with BST's local exchange
         telecommunications services to the End-User.

8.       Billing Telephone Number (BTN): The primary number assigned to the
         End-User who is responsible for receiving the BST bill. Multiple
         telephone lines and numbers may be associated with one BTN. May or may
         not be an actual dialable number.

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EXHIBITS - Billing and Collections Services Operating Agreement by and among
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                                                                   EXHIBIT 10.62


9.       BST Customer Bill: The bill rendered by BST to a Customer which
         evidences and Accounts Receivable of BST.

10.      Business Day: Any weekday of the year, excluding federal or state
         holiday and any holidays observed by a Party, when the principal
         administrative offices of both Parties are open for and legally
         transacting business.

11.      CBB: Cost Based Billing System: The billing system used to collect and
         bill billing and collection charges between BellSouth Affiliates.

12.      Claim: A Customer dispute concerning a charge or settlement amount
         which has not been resolved.

13.      Client: The Party purchasing Billing and Collection Services under this
         Agreement.

14.      CONNECT:Direct(TM): A communications protocol product of Sterling
         Corporation which is used to electronically transmit data files.
         Supports speeds up to 56 Kbps with restart capability for speeds less
         than 56 Kbps.

15.      Combined Billing: Billing containing multiple services from the Client
         and BST which combine different platforms or technologies, such as
         bills combining wireline, wireless and entertainment services.

16.      Data Transfer. The process of delivering standard format data, such as
         invoice data, or records via Connect: Direct and cartridge tape.

17.      Data Transmission (Also referred to as "electronic data transmission"):
         The process of sending standard format data from one location to
         another using standard transmissions software programs, i.e.
         CONNECT:Direct(TM), etc.

18.      Denial of Service: The interruption of the End-User's local exchange
         service as defined in BST's General Subscriber Services Tariff (GSST).

19.      Dispute: This term has two different meanings within the Agreement
         depending on the context. When discussing End-Users and post-billing
         adjustments, a dispute is classified by BST as an inquiry in which the
         End-User has notified the Client of a claim and the Client, after
         investigation, sustains the charges and the End-User continues to
         refuse to pay and contacts BST for assistance. When discussing
         Treatment and Collections Service charges, Settlement, and audit
         claims, a dispute is defined by BST as a disagreement between the
         Client and BST as to the amount due or owed.

20.      Due Date: The date any Billing Amount is due for payment.

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                                                                   EXHIBIT 10.62


21.      Editing: The verification of data format and type in accordance with
         documented specifications.

22.      End-User Customer: Any Person or Entity in whose name a BST Customer
         Bill is rendered who subscribes to BST services or to Client services.

23.      Examination: The review of a single B&C issue or subject related to
         this Agreement; e.g., the examination of Unbillables.

24.      Final Bill: The BST Customer bill, including all revisions thereto,
         reflecting a final Total Balance Due which is issued following BST
         termination of BST service to the Customer.

25.      Fraud: When service is established with false data for the sole purpose
         of defrauding with no intent to pay.

26.      Invoice: The Customer provides all data that will appear on its
         End-User bill page(s) in the form of an "invoice". The invoice may
         contain various types of data such as local calls, toll-related
         charges, unregulated services, taxes, plan discounts, promotional
         information, etc.

27.      Late Payment Charge: A charge to compensate an entity for the time
         value of money only for the period between the time a Settlement Amount
         is due to be paid and the time the amount actually is paid if said
         Settlement Amount is not paid on the Due Date.

28.      Late Payment Period: The number of calendar days between the date a
         Billing Amount is due to be paid, but is not paid in full, and the date
         said Billing Amount is paid.

29.      Net Bad Debt Rate: For BST, for a given month, the current month
         corporate book write off divided by the current month's billing.

30.      Non-recurring charges: Charges that are one-time only.

31.      Purchase Date: The Purchase Date of any Account Receivable shall be
         determined each data month.

32.      Purchase of Accounts Receivable: Statement sent to the Client by BST
         detailing the amount due the Client. Includes Client transmitted
         revenues and associated taxes received, and recourse and/or settlement
         amounts such as uncollectibles, adjustments for a given settlement
         period.

33.      Order of Magnitude: Correspondence from the Client to BST requesting a
         mutually non-binding Time and Cost (T&C) estimate for implementing a
         new service or

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                                                                   EXHIBIT 10.62



         initiating a change to an existing service. This enables the Client to
         gain knowledge and understanding before making a commitment.

34.      Payment Availability Period. The average number of days between the
         billing period date of an End-User bill and the date payment for the
         bill is deposited in BST's account.

35.      Post-Billing Adjustment: Normally BST-initiated credits issued to
         Client End-User accounts for Client charges that have billed to these
         End-User accounts, which in turn modifies (adjusts) the total
         settlement balance due the Client from BST. Client initiated credits
         can be included within the invoice and do not appear as "adjustments"
         on the BST settlement statement. Client initiated Adjustments passed to
         BST on the separate FLEX adjustments file will appear as "adjustments"
         on the settlement statement.

36.      Processing Site: A designated BST site which processes End-User billing
         data to produce bills. BST currently has multiple processing sites,
         some are physically co-located.

37.      Program Development: Programming and programming related work performed
         by BST to meet a specific Client request for creation and
         implementation of a new service or changes to existing service(s).

38.      Record: A telecommunications industry standard used to refer to the
         unique layout that contains information for End-User billing, account
         information, or other information.

39.      Recourse: The process of removing Client charges from a BST End-User
         account and returning those charges to the Client for further handling.
         May be performed like an adjustment on either a live or current BST
         End-User account or on a final or disconnecting BST account.

40.      Recurring Charges: Periodic charges that repeat on a frequent basis,
         such as monthly.

41.      Regional Data Center (RDC): A physical BST location which contains the
         computer hardware which multiple processing sites share for bill
         processing. For example, the RDC in Birmingham processes bills for the
         Atlanta, Macon, and Birmingham Processing Sites.

42.      Service Program: A specific service or program billed by Client using
         any EMI charge or credit record.

43.      Settlement Period: The period of time which begins on the first of each
         calendar month and goes through the end of that month.

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                                                                   EXHIBIT 10.62


44.      Time and Cost Estimate (T&C): Supplied by BST to the Client in response
         to the Client's initial Feasibility Estimate (FE) request. The T&C
         estimate provides the date of scheduled implementation and associated
         costs to develop and implement the requested service or existing
         service change. With OMs, the T&C estimate is mutually non-binding.

45.      Total Balance Due: That amount reflected on the BST Customer's bill
         representing the total amount due from a Customer, including all
         current amounts, past due amounts, and Adjustments, and payable to BST
         as Accounts Receivable to BST.

46.      Treatment: Any action taken by BST to collect delinquent or unpaid
         End-User accounts.

47.      Unbillable: Client data which BST is unable to bill to an End-User.
         There are two types of unbillables; l) rejects due to record formatting
         problems, and 2) unguideables.

48.      Unguideable: Client records that can not be matched to a BST billing
         number. Unguideable records are classified as one of the Unbillable
         types.

49.      Uncollectible: Revenue that has been earned but cannot be collected,
         i.e. BST cannot collect because the End-User does not pay the charge.

                                           VERSION FINAL. SEPTEMBER 3, 2003

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EXHIBITS - Billing and Collections Services Operating Agreement by and among
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           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       EXHIBIT A

                                  AGREEMENT FOR
                     BILLING AND COLLECTION SERVICES BETWEEN

                                CINGULAR WIRELESS
                   Ameritech IN, MI, OH: CIC 50009 / ACNA COS
                         Ameritech IL: 50910 / ACNA C27
                         Ameritech IN: 50911 / ACNA C28
                            SWBT: CIC 436M / ACNA SBM
                             PB: CIC 8010 / ACNA ZPW
                             NB: CIC 8011 / ACNA ZNW
                                       and
                               AMERITECH ILLINOIS
                                AMERITECH INDIANA
                               AMERITECH MICHIGAN
                                 AMERITECH OHIO
                               AMERITECH WISCONSIN
                       SOUTHWESTERN BELL TELEPHONE COMPANY
                                  PACIFIC BELL
                                   NEVADA BELL



EFFECTIVE                       , 200   through                        , 200
         -----------------------     ---       -----------------------      ---


REVISED: JUNE 20, 2003

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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62

                                TABLE OF CONTENTS

<TABLE>

<S>   <C>    <C>                                                                               <C>
1.0   INTRODUCTION ..............................................................................1
      1.1    AGREEMENT AND EFFECTIVE DATE .......................................................1
      1.2    PARTIES ............................................................................1
      1.3    BACKGROUND .........................................................................2
      1.4    DEFINITIONS ........................................................................2
2.0   TERM ......................................................................................2
3.0   MODIFICATIONS .............................................................................3
4.0   COMPLIANCE WITH LAW .......................................................................3
5.0   SCOPE OF SERVICES .........................................................................3
      5.1    ASSUMPTIONS ........................................................................3
      5.2    PROVISION OF BILLING AND COLLECTION SERVICES .......................................4
      5.3    BILL PROCESSING SERVICE ............................................................4
      5.4    MASTER FILE MAINTENANCE ............................................................6
      5.5    MESSAGE INVESTIGATION CENTER .......................................................7
      5.6    PAYMENT AND REMITTANCE PROCESSING ..................................................8
      5.7    TREATMENT AND COLLECTION SERVICE ...................................................8
      5.8    INQUIRY SERVICES PROVIDED BY SBC TELCO .............................................9
      5.9    PURCHASE OF ACCOUNTS RECEIVABLES (PARS) ............................................9
      5.10   TAXES-MESSAGE READY BILLING .......................................................10
             5.10.1  APPLICATION OF TAXES TO END USERS .........................................10
             5.10.2  TAX EXEMPTION .............................................................12
             5.10.3  FILING OF TAX RETURNS .....................................................12
             5.10.4  TAXES IMPOSED ON SERVICES PERFORMED BY THE SBC TELCO ......................12
             5.10.5  TAX INDEMNIFICATION .......................................................13

      5.11   RATES AND CHARGES FOR SERVICES ORDERED ............................................14
      5.12   (OMITTED INTENTIONALLY) ...........................................................16
6.0   CUSTOMER OBLIGATIONS .....................................................................16
      6.1    SUBMISSION OF CHARGES .............................................................16
             6.1.1   ALLOWABLE MESSAGES/CHARGES (AMERITECH, SWBT, PACIFIC, NEVADA ONLY) ........16
             6.1.2   UNALLOWED MESSAGES/CHARGES ................................................18
             6.1.3   TRUE AND CORRECT MESSAGES/CHARGES .........................................21
             6.1.4   THRESHOLD STANDARDS .......................................................23
      6.2    INQUIRY SERVICES PROVIDED BY CUSTOMER .............................................24
      6.3    CERTIFICATION .....................................................................24
      6.4    ADVERTISING/PUBLICITY .............................................................25
      6.5    (OMITTED INTENTIONALLY) ...........................................................25
7.0   DISPUTES AND CLAIMS ......................................................................26
      7.1    DISPUTE/CLAIM RESOLUTIONS .........................................................26
      7.2    LIMITATION PERIOD .................................................................26
      8.0    LIMITATION OF LIABILITY ...........................................................26
</TABLE>



                                       i
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                TABLE OF CONTENTS

<TABLE>

<S>   <C>                                                                                      <C>
9.0   TERMINATION OF SERVICE ...................................................................27
10.0  INDEMNIFICATION ..........................................................................28
11.0  PROPRIETARY INFORMATION ..................................................................29
12.0  FORCE MAJEURE ............................................................................29
13.0  AMENDMENTS AND WAIVERS ...................................................................30
14.0  ASSIGNMENT ...............................................................................30
15.0  NOTICES AND DEMANDS ......................................................................31
16.0  THIRD-PARTY BENEFICIARIES ................................................................31
17.0  GOVERNING LAW ............................................................................32
18.0  SEVERABILITY .............................................................................32
19.0  ENTIRE AGREEMENT .........................................................................32
20.0  HEADINGS .................................................................................32
21.0  SUSPENSION OF PERFORMANCE; RIGHT TO WITHHOLD; AND OFFSET .................................33
22.0  SUB-CONTRACTING ..........................................................................33
23.0  WARRANTIES ...............................................................................33
24.0  INTELLECTUAL PROPERTY ....................................................................34
25.0  OTHER BUSINESS, NO INTEREST CREATED ......................................................34
26.0  SOFTWARE .................................................................................34
27.0  SURVIVABILITY OF OBLIGATIONS .............................................................34
28.0  REALIGNMENT OF LOCAL EXCHANGE TELEPHONE FRANCHISES .......................................34
</TABLE>


                                       ii
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                                                                   EXHIBIT 10.62



LIST OF EXHIBITS

Appendix 1     Glossary

Appendix 2     Addresses for Notices and Demands

Exhibit A      Price Schedule

Exhibit B      Financial Settlements

Exhibit C      Invoice Billing Services

Exhibit D      Thresholds

Exhibit E      Marketing Messages

Exhibit F      Proprietary Information

Exhibit G      Miscellaneous Services

Exhibit F      SBC Support





                                      iii






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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                  AGREEMENT FOR
                        BILLING AND COLLECTION SERVICES

                               PRINCIPAL AGREEMENT

1.0      INTRODUCTION

         1.1.     AGREEMENT AND EFFECTIVE DATE

                  This Agreement for Billing and Collection Services
                  (hereinafter "Agreement") is entered into
                  effective_______________________, 20____ ("Effective Date")
                  between the parties (hereinafter collectively referred to as
                  "Parties" and each individually as "Party").

                  This Agreement supersedes all prior and contemporaneous
                  Billing and Collection Services agreements and understandings,
                  whether written or oral, between the Parties. All prior and
                  contemporaneous Billing and Collection Services agreements and
                  understandings are hereby terminated. This Agreement contains
                  "the entire agreement of the Parties with respect to the
                  provision of Billing and Collection Services.

         1.2.     PARTIES

                  A.       The Parties are identified as follows:
                           CINGULAR WIRELESS (hereinafter referred to as
                           "Customer"):

                  B.       and the following Telephone Companies in the SBC
                           family of companies ("SBC Telcos")

                           [X] Ameritech Illinois

                           [X] Ameritech Indiana

                           [X] Ameritech Michigan

                           [X] Ameritech Ohio

                           [X] Ameritech Wisconsin

                           [X] Nevada Bell

                           [X] Pacific Bell

                           [ ] Southern New England Telephone Company

                           [X] Southwestern Bell Telephone Company


                                        1


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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                  Place an "x" in the box next to the SBC Telco(s) that will
                  provide Billing and Collection Services. Customer may add
                  additional SBC Telcos, subject to SBC Tetco's approval, by
                  notifying SBC Telco of its desire to obtain Billing and
                  Collection Services (subsequent set-up charges will apply).

                  The term and conditions of this Agreement shall apply to any
                  SBC Teleco added by Customer after the Effective Date. The
                  termination date of this Agreement as to any SBC Telco added
                  by Customer after the Effective Date shall be coterminous with
                  the termination date of this Agreement.

                  Except where expressly provided otherwise, all references in
                  this Agreement to "SBC Telco" shall mean each SBC Telcp
                  individually above, as if this Agreement constitutes a
                  separate Agreement between Customer and each SBC Teleo. If
                  only one SBC Telco is identified above, then all references to
                  "SBC Teleo" shall include only the single identified SBC
                  Teleo, and all plural pronouns shall be deemed to include the
                  singular. Any reference to a "Party" shall mean Customer or
                  any single SBC Teleo, and any reference to "Parties" shall
                  mean, as the context requires, Customer and a single SBC
                  Teleo, or Customer and all SBC Telcos.

         1.3      BACKGROUND

                  The SBC Telcos perform billing and collection activities for
                  their own account with respect to End User subscribers ("End
                  Users") who subscribe to local exchange telecommunications
                  services from the SBC Telcos in their operating territories;

                  The SBC Telcos have offered to provide billing and collection
                  services ("Services") to Customer for certain permitted types
                  of telecommunications related messages with respect to End
                  Users who are also served by Customer; and Customer wishes to
                  purchase the Services from the SBC Telco(s).

         1.4      DEFINITIONS

                  The definitions contained in the Glossary attached as Appendix
                  1 to this Agreement shall apply to the entire Agreement. Any
                  terms or words used in this Agreement which are not
                  specifically defined in Appendix 1 or elsewhere in the
                  Agreement are understood by the parties to have their ordinary
                  meaning.

2.0      TERM

         2.1      This Agreement shall be effective as to each SBC Teleo as of
                  the Effective Date set forth in Section 1.0 and shall continue
                  for a period of three (3) years, unless earlier terminated,
                  canceled, or withdrawn as described in Section 9.0.



                                       2
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


3.0      MODIFICATIONS

         3.1      Customer acknowledges that SBC Telco has the right to modify
                  this Agreement and its Exhibits B through G of this Agreement,
                  including associated attachments, for any material order,
                  regulation, or statutory change that significantly impacts in
                  SBC Telco's opinion the provision of Billing and Collections
                  Services to Customer, giving thirty (30) days notice of such
                  change within sixty (60) days of such material order,
                  regulation or statutory change. Customer may terminate this
                  Agreement or any of the individual specific services upon
                  thirty (30) days notice upon being notified of such change.
                  (In reference to pricing modification, see paragraph 5.11.4 of
                  this Agreement.)

4.0      COMPLIANCE WITH LAW

         The Parties shall comply with all applicable legal and regulatory
         requirements. No provisions in this Agreement shall cause or be
         construed to cause either Party to violate any legal or state/federal
         regulatory requirement.

5.0      SCOPE OF SERVICES

         Commencing on the Effective Date, the SBC Telcos agree to provide the
         following Billing and Collection Services to Customer for the Carrier
         Identification Code ("CIC") pursuant to the terms and conditions of
         this Agreement.

         5.1      ASSUMPTIONS

                  5.1.1    The Customer will provide messages to SBC Telco in
                           standard EMI format and will conform to SBC Telco's
                           requirements for the specific EMI record types and
                           valid field values utilized by SBC Telco. SBC Telco
                           retains the sole right to modify its standards for
                           EMI record types and acceptable field values for the
                           messages submitted to SBC Telco for billing.

                  5.1.2    SBC Telco requires the Customer to submit the
                           original number dialed by the End User, in the call
                           detail record unless agreed to otherwise by SBC Telco
                           in writing.

                  5.1.3    SBC Telco and the Customer will use a data
                           transmission communication protocol or other
                           transmission medium acceptable to SBC Telco, to pass
                           messages as well as other data files between SBC
                           Telco and the Customer.



                                       3

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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62



         5.2      PROVISION OF BILLING AND COLLECTION SERVICES

                  5.2.1    SBC Telcos' Billing and Collection Services (B&C
                           Services) shall be provided in accordance with this
                           Agreement and any applicable laws, rules, regulations
                           and tariffs. This Agreement and its Exhibits attached
                           hereto and incorporated herein, complement such
                           tariffs to the extent that this Agreement is not in
                           conflict or inconsistent therewith. To the extent
                           there is any conflict or inconsistency between this
                           Agreement and its Exhibits and such tariffs, the
                           provisions of such tariffs shall control SBC Telco's
                           B&C Services in that jurisdiction, unless the
                           Agreement and its Exhibits are approved by the
                           regulatory body which governs SBC Telco's B&C
                           Services in that jurisdiction. In the latter event,
                           the Agreement and its Exhibits shall control as
                           authorized by any such jurisdictional regulatory
                           body. However, it is the intention of the parties
                           that this Agreement and its Exhibits, to the extent
                           not in conflict with the provisions of such tariffs,
                           are to be construed to the extent possible in harmony
                           with any such tariffs.

         5.3      BILL PROCESSING SERVICE

                  Bill Processing Service is the receipt of rated message detail
                  from Customer, posting of rated messages together with any
                  applicable taxes, interest, or late payment charges on the End
                  User monthly bill, which is rendered to SBC Telco wireline End
                  Users, and receipt of payments.

                  5.3.1.   Customer will provide to SBC Telco for Bill
                           Processing Service only its messages billed within
                           SBC Telco's operating area. Notwithstanding the
                           foregoing, nothing herein shall prohibit Customer
                           from providing roaming service to its subscribers,
                           and SBC Telco shall provide Bill Processing Service
                           for such roaming service. Customer will submit only
                           messages for billing which are acceptable under
                           federal, state, and local laws and regulations and
                           SBC Telco's Operating Procedures.

                  5.3.2.   Customer shall furnish to SBC Telco billing
                           information to enable SBC Telco to render a bill
                           including the telephone number or other billing
                           indicator of the account to be billed by SBC Telco, a
                           description of the products and services being
                           billed. Customer will record, assemble, edit, and
                           rate its messages for SBC Telco, and will deliver
                           such messages to SBC Telco at intervals and in
                           accordance with SBC Telco's specifications and
                           Operating Procedures.



                                       4

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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                  5.3.3    Where Customer provides rated messages to SBC Telco,
                           said messages will be in accordance with the rates
                           and charges effective in the Customer's tariffs or
                           published price list.

                  5.3.4    Billings which are submitted by the Customer to
                           provide bi-monthly, quarterly, or any other interval
                           of billing greater than monthly will not be allowed.
                           Any such billing will be considered a breach of this
                           Agreement and SBC Telco may elect to terminate the
                           Agreement pursuant to Section 9, Termination of
                           Services.

                  5.3.5    The Customer will use commercially reasonable efforts
                           to submit billings on a regular and consistent basis
                           of at least once every week and if the Customer fails
                           to submit billings within three (3) months from the
                           effective date of this Agreement, Customer will be
                           deemed to have breached this Agreement and SBC Telco
                           may elect to terminate it immediately.

                  5.3.6    The Customer shall notify SBC Telco of any billing
                           problems that impact the requirement to submit
                           billings on a regular and consistent basis after
                           commencement of services. If the Customer fails to
                           provide such notice and fails to submit billings on a
                           regular and consistent basis of at least once every
                           week after commencement of services, Customer will be
                           deemed to have breached this Agreement and SBC Telco
                           may elect to terminate pursuant to Section 9,
                           Termination of Services. SBC Telco at its sole option
                           may withhold payment of any monies due the Customer,
                           until such time that the Customer submits billings at
                           least once a week and demonstrates that such billings
                           are true and correct.

                  5.3.7    In accepting information to be billed on behalf of
                           Customer, SBC Telco will confirm both the receipt of
                           the billing information and the total amount of the
                           billing information received. SBC Telco will provide
                           confirmation in a format determined by the SBC Telco.

                  5.3.8    Amounts that are billed on behalf of and owed to
                           Customer shall be separately stated on the End User
                           customer's bill, either by regular mail or
                           electronically.

                  5.3.9    SBC Telco will provide Bill Processing Service for
                           Customer' messages subject to SBC Telco's ability to
                           process such messages consistent with its
                           specifications, and Operating Procedures. Except for
                           charges for roaming service, Customer will not submit
                           for billing, any domestic message or international
                           message that is more than ninety (90) days old unless
                           a specific SBC Telco approves in writing in advance
                           of such billing. Roaming charges must be submitted
                           within one hundred twenty (120) days.


                                       5
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                  5.3.10.  SBC Telco shall provide support services to Customer
                           as more particularly described on Exhibit H.

         5.4      MASTER FILE MAINTENANCE

                  5.4.1.   SBC Telco will provide Master File Maintenance
                           services for the Customer messages for those
                           Customer's End Users for which SBC Telco has Bill
                           Processing Service responsibilities. Balance due
                           amounts previously billed by the Customer are not to
                           be included as a message or other related charges to
                           be billed by SBC Telco. Any Customer violation of
                           this provision will materially affect the essence of
                           this Agreement and will constitute a substantial
                           breach of its terms. SBC Telco reserves the right to
                           return to the Customer any such messages prior to
                           billing the End User. In the event that SBC Telco
                           places any such messages on an End User bill, SBC
                           Telco reserves the right to adjust the End User bill
                           for such messages as it deems fit. Adjustments will
                           be recoursed to the Customer.

                  5.4.2    Rated Customer messages are required to provide
                           Master File Maintenance. The Customer will provide
                           rated messages to be filled by SBC Telco. The
                           Customer will deliver its messages to be billed by
                           SBC Telco to a location specified by SBC Telco. The
                           Customer will uniquely identify its deniable and
                           non-deniable service charges to enable SBC Telco to
                           identify and segregate such messages. It is the
                           responsibility of the Customer to maintain, and to
                           re-supply to SBC Telco if necessary, for a minimum of
                           ninety (90) days from the date of receipt by SBC
                           Telco, a back-up file of all rated messages provided
                           to SBC Telco. This will allow SBC Telco to
                           reconstruct lost records. If the Customer fails to
                           maintain a back-up file of messages to SBC Telco
                           throughout the prescribed timeframe, SBC Telco will
                           not be liable for any such lost records.

                  5.4.3.   SBC Telco will create and send to the Customer a
                           confirmation report that contains information
                           regarding acceptances or rejections of the Customer
                           data into SBC Telco's data entry processing.

                  5.4.4.   Rated Customer messages input to the Master File
                           Maintenance, which have been received by SBC Telco
                           and that SBC Telco cannot bill for any reason, will
                           be processed in accordance with SBC Telco's methods
                           and procedures. Based on the error encountered, any
                           such message may be 1) returned to the Customer
                           without review by SBC Telco, or 2) reviewed by SBC
                           Telco's Message Investigation Center (see Section
                           5.5). Upon completion of the review, the billable
                           messages will be posted.

                  5.4.5.   SBC Telco will return unbillable messages to the
                           Customer. Customer messages received by SBC Telco
                           that exceed the age of message limits


                                       6
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--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62

                           will be treated as unbillable messages and returned
                           to the Customer without investigation.

                  5.4.6.   SBC Telco will return to the Customer messages that
                           are to be billed to an End User that has elected a
                           local service provider other than SBC Telco.

                  5.4.7.   In the event the Customer requests data that has
                           previously been successfully provided by SBC Telco to
                           Customer, the data, if available, will be re-provided
                           to the Customer through the Time and Cost procedure.

                  5.4.8.   Customer message detail determined to be lost as a
                           result of the Master File Maintenance processing will
                           be recovered, if possible, by SBC Telco. In the event
                           the data cannot be recovered by SBC Telco and the
                           Customer's obligation to re-supply the data has
                           expired, SBC Telco will in all instances assume that
                           the data lost is attributable to direct dialed long
                           distance service and will estimate the messages and
                           associated revenues as follows:

                           a)       Unless otherwise agreed to by the Customer
                                    and SBC Telco, Cingular's average
                                    direct-dialed per minute rate billed its End
                                    Users will be used to calculate the revenues
                                    associated with the lost records. A
                                    reduction to the calculated revenue loss,
                                    for projected billing and collection
                                    charges, adjustments and uncollectibles,
                                    will be made based on the per message charge
                                    and bill rendering charge. The number of
                                    bill rendering charges will be based on the
                                    Customer's average number of messages per
                                    bill rendered. This estimate will be used to
                                    adjust the Amount Due the Customer as
                                    specified Exhibit B.

         5.5      MESSAGE INVESTIGATION CENTER

                  5.5.1    SBC Telco will provide Message Investigation Center
                           (MIC) services to the Customer for the investigation
                           of the Customer's messages that are unbillable under
                           certain error codes to an End User (pre-billing
                           errors). In these instances, SBC Telco will utilize
                           its methods and procedures to determine the dollar
                           level at which investigation of messages will occur
                           and/or for the return of messages to the Customer.
                           SBC Telco will not be liable to the Customer for
                           revenue associated with messages that are unbillable.

                  5.5.2    SBC Telco will recover customer messages determined
                           to be lost, as a result of MIC services at no charge.
                           In the event SBC Telco cannot recover the messages,
                           procedures defined in Section 5.4 will be utilized
                           to estimate an adjustment to the Customer's Amount
                           Due.


                                       7
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62
         5.6      PAYMENT AND REMITTANCE PROCESSING

                  5.6.1    Payment and remittance processing service
                           consists of receiving and applying to End User
                           accounts sums due to Customer's products and services
                           billed by SBC Telcos.

                  5.6.2    Partial Payments on accounts may be applied by SBC
                           Telcos first to amounts owed for charges for which
                           telephone service may be disconnected for nonpayment
                           and SBC Telcos' own products and services.

         5.7      TREATMENT AND COLLECTION SERVICE

                  5.7.1    Treatment and Collection service is the method of
                           securing payment of past due charges for Customer's
                           products and services. SBC Telcos provide treatment
                           and collection services in an attempt to control or
                           collect appropriate outstanding balance due amounts.
                           Treatment and Collection services include, but are
                           not limited to, preparation and mailing of account
                           status notices to End Users, imposition of late
                           payment fees where authorized and permitted by law,
                           and the initiation of final collection efforts. SBC
                           Telcos shall provide treatment and collection
                           services to Customer in connection with End User
                           accounts which SBC Telcos provides payment and
                           remittance processing.

                  5.7.2    The SBC Telco will utilize the same steps and
                           procedures in collecting the Customer's accounts as
                           it does on its own behalf. The SBC Telco will
                           determine and collect deposits from End Users for
                           which the SBC Telco provides Billing and Collection
                           Services according to regulatory requirements and the
                           SBC Telco deposit policy. The SBC Telco deposit
                           policy is nondiscriminatory with regard to the entity
                           on behalf of which the service is billed.

                  5.7.3    Where appropriate regulatory authority permits
                           denial of services and/or by Customer's contract with
                           the End User, Customer authorizes SBC Telco to deny
                           service and disconnect End Users for non-payment in
                           accordance with such procedures.

                  5.7.4    This Agreement does not obligate SBC Telco to
                           terminate End User services for non-payment. Upon
                           completion of SBC Telco collection procedures for
                           non-payment of any charges appearing on the End User
                           Bill, SBC Telco may adjust, in its sole discretion,
                           such charges with recourse to Customer. In addition,
                           the Parties acknowledge that changes in applicable
                           laws or regulations may prevent SBC Telco from
                           terminating or threatening to terminate End User
                           service for non-payment of any Customer charges, and
                           that such actions may require changes in SBC Telco
                           procedures.

                                       8

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           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
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                                                                   EXHIBIT 10.62
         5.8      INQUIRY SERVICES PROVIDED BY SBC TELCO

                  5.8.1    Inquiry service is an optional service and billed as
                           defined in Exhibit A. Inquiry services include
                           acceptance, referral, and/or resolution of End User
                           communications and claims regarding billing. The
                           Inquiry Services provided to Customer by SBC Telco
                           include, but are not limited to, the following
                           post-billing inquiries:

                           a)       Dispute of billing charges

                           b)       Explanation of billed charges

                  5.8.2    The SBC Telco will follow standard procedures by
                           which it will perform the Inquiry Services related
                           to End User charges for Customer's services.

                           5.8.2.1  The SBC Telco will provide standard
                                    procedures for its Business Offices to
                                    handle, resolve, and/or refer End Users
                                    inquiries and claims to Customer.

                           5.8.2.2  The SBC Telco will preform standard claim
                                    investigation functions for Customer in
                                    order to resolve inquiries.

                           5.8.2.3  Following standard procedures, the SBC
                                    Telco may determine an adjustment is
                                    necessary/appropriate, due to a claim
                                    related to Customer's service, at its sole
                                    discretion, and enter the adjustment into
                                    the billing system.

                  5.8.3    SBC Telco shall not be liable for any loss in the
                           Customer's revenues associated with Customer adjusted
                           charges initiated by SBC Telco under terms of this
                           Agreement.

                  5.8.4    If Inquiry services are not ordered initially and
                           are requested at a later date, a subsequent Start-Up
                           fee will be assessed as defined in Exhibit A.

         5.9      PURCHASE OF ACCOUNTS RECEIVABLE (PARS)

                  5.9.1    In order to perform the billing and collection
                           function, SBC Telco will purchase the Customer's
                           accounts receivables represented by the Customer's
                           charges included in bills rendered by SBC Telco. SBC
                           Telco's purchase of the Customer's accounts
                           receivables shall be with full recourse of all
                           charges either uncollected for any reason or disputed
                           and credit/refunded back to the end-user customer
                           (debit uncollected

                                       9
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                           charges back to the Customer). The parties agree
                           there are no third party beneficiaries to this. The
                           Customer and SBC Telco further agree that, under the
                           terms of this agreement, the purchase of the
                           Customer's accounts receivables is a revenue neutral
                           process to SBC Telco, and that the procedures defined
                           in Exhibit B, which are utilized for the purchase of
                           Customer's accounts receivables, result in a revenue
                           neutral process for SBC Telco. The parties agree that
                           Customer is obligated to forward only true, correct
                           and owing charges to the SBC Telco for billing and
                           collection, that the SBC Telco will not knowingly
                           bill disputed or unauthorized charges, that it is a
                           breach of contract for Customer to forward disputed
                           and/or unauthorized charges to the SBC Telco for
                           billing and collection and that the SBC Telco may
                           terminate billing and collection for Customer, in
                           whole or in part and at any time without liability,
                           as a result of end user complaints lodged with the
                           SBC Telco, FCC, any state PUC, commission, or
                           regulatory agency; or any suit filed or investigation
                           commenced related to Customer's alleged tender of
                           disputed or unauthorized charges to SBC Telco or any
                           other local exchange carrier. The parties further
                           agree the SBC Telco does not financially benefit from
                           billing Customer's disputed and unauthorized charges
                           and, instead, incurs additional, significant expense
                           and loss of end-user good will.

         5.10     TAXES - MESSAGE READY BILLING

                  5.10.1   APPLICATION OF TAXES TO END USERS

                           5.10.1.1 In performing Services, the SBC Telco will
                                    apply and bill to End Users the applicable
                                    federal, state or local sales, use, excise,
                                    gross receipts or other taxes or additional
                                    charges imposed on End Users or imposed on
                                    Customer and collected from End Users with
                                    respect to Customer's services billed
                                    hereunder by the SBC Telco, excluding state
                                    and local taxes for jurisdictions outside of
                                    the areas in which the SBC Telcos provide
                                    local exchange services. All such taxes and
                                    charges are referred to in the singular as
                                    "Tax" and in the plural as "Taxes." Customer
                                    shall be responsible for applying and
                                    providing all tax information for state and
                                    local tax jurisdiction outside of the areas
                                    in which SBC Telcos provide local exchange
                                    services.

                           5.10.1.2 Customer authorizes SBC Telco to apply,
                                    bill, record and collect all applicable
                                    taxes due and payable by Customer's End
                                    Users on the service provided by Customer
                                    for the period of time coincidental with
                                    this Agreement between Customer and SBC
                                    Telco.


                                       10
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--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62

                           5.10.1.3 In applying and billing Taxes on behalf of
                                    Customer, SBC Telco will use the same Tax
                                    procedures as it applies to its own similar
                                    services. SBC Telco makes no warranties or
                                    representations as to whether its Tax
                                    procedures accurately reflect the
                                    requirements of the applicable Tax laws. If
                                    Customer elects to have SBC Telco apply its
                                    Tax procedures, Customer shall have the sole
                                    responsibility for verifying the correct
                                    application of Tax laws to Customer's
                                    services. Customer may, upon written
                                    request, review the SBC Telco's Tax
                                    procedures applicable to the billing of
                                    Customer's services. Customer shall be
                                    responsible for advising SBC Telco in
                                    writing of any changes in the Tax laws
                                    affecting the taxability of Customer's
                                    services.

                           5.10.1.4 Customer may request in writing that SBC
                                    Telco apply modified Tax procedures to the
                                    billing of Customer's services if either of
                                    the following applies:

                                    a)       The modifications reflect changes
                                             in the Tax laws applicable to
                                             Customer's services to be billed
                                             under this Agreement; or

                                    b)       The modifications are pursuant to
                                             an investigation of what Customer
                                             believes are errors in the SBC
                                             Telco tax procedures and, if SBC
                                             Telco deems appropriate, the
                                             modifications correct the alleged
                                             error.

                           5.10.1.5 Provided reasonable advance notice is given
                                    and no undue burden is imposed upon SBC
                                    Telco in implementing such changes, SBC
                                    Telco agrees to use reasonable efforts to
                                    implement such modified Tax procedures on a
                                    timely basis based upon the effective date
                                    of service or the statutory effective date
                                    of a Tax law change. SBC Telco shall charge
                                    Customer for such implementation services at
                                    the Time and Cost ("T&C") rates specified in
                                    Exhibit A hereto. Whenever the SBC Telco
                                    estimates that the time required for it to
                                    implement a change in the Tax law would
                                    preclude its implementation by the statutory
                                    effective date, the Parties will together
                                    apply to the taxing authority for an
                                    appropriate extension of the effective date
                                    of a change.

                           5.10.1.6 Both parties acknowledge that SBC Telco is
                                    merely acting as Customer's agent with
                                    respect to the calculation, billing and
                                    collection of Taxes under this Agreement.
                                    SBC Telco shall not be entitled to retain or
                                    receive from Customer any statutory fee or
                                    share of Taxes to which the person
                                    collecting such Taxes is entitled under
                                    applicable law.


                                       11
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--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62

                           5.10.1.7 All communications with taxing authorities
                                    regarding Taxes applicable to Customer
                                    shall be the responsibility of Customer.

                  5.10.2   TAX EXEMPTION

                           5.10.2.1 The SBC Telco, in its performance of
                                    Services, will apply the exemption status it
                                    has determined for the End User and maintain
                                    exemption certificate information derived
                                    from its exemption certificates. The SBC
                                    Telco's exemption certificate information
                                    will be used as a basis for exempting End
                                    Users from Taxes on Customer's services
                                    billed hereunder by SBC Telco. The Customer
                                    understands that SBC Telco makes no warranty
                                    as to the validity of the End User exemption
                                    certificates and that the Customer relies
                                    upon SBC Telco's use of the exemption
                                    certificate at the Customer's own risk.

                           5.10.2.2 The Customer may review information relating
                                    to an End User's exemption status and
                                    request through the Time and Cost process,
                                    as defined in Exhibit A, that SBC Telco
                                    reverse the exempt status for purposes of
                                    the Customer's service if the Customer
                                    provides SBC Telco written instructions to
                                    make the status change.

                  5.10.3   FILING OF TAX RETURNS

                           5.10.3.1 Customer shall be solely responsible for
                                    filing all returns for Taxes imposed on or
                                    with respect to Customer's services billed
                                    under this Agreement and paying or remitting
                                    all such Taxes and other items and any
                                    applicable interest or penalties. Upon
                                    reasonable request, SBC Telco shall furnish
                                    to Customer on a timely basis all
                                    information in SBC Telco's possession that
                                    is necessary for Customer to file its Tax
                                    returns. Customer shall promptly notify SBC
                                    Telco if such information is not received.
                                    Requests for such information are subject to
                                    T&C Charges in accordance with Exhibit A if
                                    SBC Telco must make multiple submissions or
                                    use customized formats for Customer.

                  5.10.4   TAXES IMPOSED ON SERVICES PERFORMED BY THE SBC TELCO

                           5.10.4.1 Customer shall be responsible for payment of
                                    all sales, use or other taxes of a similar
                                    nature imposed on SBC Telco's performance of
                                    services under this Agreement, excluding any
                                    income tax payable by the SBC Telco on its
                                    revenues from such services. SBC Telco
                                    agrees to use reasonable efforts to invoice
                                    Customer for such taxes at the time SBC
                                    Telco's invoice


                                       12


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CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62

                           Customer for the underlying service performed;
                           provided, however, that this obligation shall not be
                           deemed to prohibit SBC Telco from invoicing for such
                           taxes at a later date to correct errors or omissions
                           from the earlier invoice. If any federal, state or
                           local jurisdiction notifies SBC Telco that any
                           additional sales, use or other taxes (including
                           interest, penalties and surcharges thereon) are due
                           as a result of SBC Telco's performance under this
                           Agreement, Customer shall promptly reimburse SBC
                           Telco for such tax, interest, penalty and surcharge
                           upon notice thereof; provided, however, that Customer
                           shall not be required to reimburse SBC Telco for any
                           interest, penalties or surcharges which are omission
                           due solely as a result of a negligent act or omission
                           of SBC Telco.

                  5.10.5   TAX INDEMNIFICATION

                           5.10.5.1 Customer agrees to defend, indemnify and
                                    hold the SBC Telco harmless from and against
                                    any liability or loss, as to services billed
                                    hereunder by the SBC Telco to Customer's End
                                    Users, resulting from any Taxes, penalty,
                                    interest, additions to Tax, Surcharges or
                                    other charges or expenses payable or
                                    incurred by the SBC Telco as a result of:

                                    a)       The provision by the SBC Telco of
                                             services covered by this Agreement,
                                             as provided in Section 5.10.4;

                                    b)       The delay or failure of Customer
                                             (to the extent not attributable to
                                             any negligent act or omission of
                                             the SBC Telco) to pay any Tax or
                                             such other item or file any return
                                             or other information as required by
                                             law, tariff or this Agreement;

                                    c)       SBC Telco's compliance with any of
                                             its obligations under this
                                             Agreement, or with any
                                             determination or direction by or
                                             advice of Customer, or using
                                             information provided by Customer in
                                             performing any Tax-related service
                                             hereunder; or

                                    d)       A determination by the IRS, or any
                                             other taxing authority, whether in
                                             response to a ruling request or in
                                             the course of an audit of either
                                             Party, that the SBC Telco is
                                             responsible for collecting and
                                             remitting federal, state or local
                                             taxes and filing the applicable tax
                                             returns.

                           5.10.5.2 Consistent with the indemnity provided
                                    above, Customer shall, at its option and
                                    expense (including, if required by a taxing


                                       13






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--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62

                                    authority, payment of any such Tax, penalty,
                                    interest, addition to Tax, Surcharge, or
                                    other charges, prior to final resolution of
                                    the issue), have the right to seek
                                    administrative relief, a ruling, judicial
                                    review (original or appellate level) or
                                    other appropriate review (in a manner deemed
                                    appropriate by Customer), as to the
                                    applicability of any Tax, penalty, interest,
                                    addition to Tax, Surcharge, or other charges
                                    or to protest any assessment and direct any
                                    legal challenge to such assessment, but
                                    shall be liable hereunder for any such
                                    amount ultimately determined to be due.


                           5.10.5.3 SBC Telco shall promptly notify Customer of
                                    any proposed assessment of any additional
                                    Taxes, penalty, addition to Tax, Surcharge
                                    or interest due by SBC Telco in sufficient
                                    time to enable Customer the opportunity to
                                    seek administrative relief, a ruling,
                                    judicial review (original or appellate) or
                                    other appropriate review as to the
                                    applicability of such other Taxes or
                                    additional charges prior to any assessment
                                    of additional Taxes. Customer shall assume,
                                    at its expense, the sole defense of such
                                    Claim through counsel selected by SBC Telco.
                                    SBC Telco shall, when requested by Customer
                                    and at Customer's expense, cooperate or
                                    participate with Customer in any such
                                    proceeding, protest or legal challenge. SBC
                                    Telco may at its option and expense be
                                    represented by separate counsel. Customer
                                    shall pay the full amount of any judgment,
                                    award or settlement with respect to the
                                    Claim and all other expenses related to the
                                    resolution of the Claim. If Customer
                                    unjustifiably refuses to defend a Claim or
                                    fails to promptly assume the defense after
                                    its tender, SBC Telco may retain counsel of
                                    its choosing, and Customer shall reimburse
                                    SBC Telco for all costs of the defense as
                                    well as the amounts specified in the
                                    preceding sentence.

         5.11     RATES AND CHARGES FOR SERVICES ORDERED

                  5.11.1   Rates and charges applicable to the Billing and
                           Collection Services covered by this Agreement are
                           attached hereto as Exhibit A. It is understood that
                           applicable tariffs take precedence over any and all
                           rates and charges contained therein.

                  5.11.2   For services provided each month during the term of
                           this Agreement, Customer agrees to pay the SBC Telco,
                           price schedule of rates, as set forth on Exhibit A.
                           Monthly charges for service shall be on the basis of
                           usage multiplied by the appropriate price set forth
                           in Exhibit A, subject to satisfaction of the monthly
                           minimum amount.


                                       14



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--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62

5.11.3   For the purposes of billing the Customer for SBC Telco services
         provided under this Agreement, the determination of rates and charges
         and procedures for intrastate messages originating and terminating in
         one state and billed to an End-User in another state (billing state),
         will be based on the rates, charges and procedures of the billing state
         and subject to that jurisdiction's regulations.

5.11.4   SBC Telco may modify rates to this Agreement to simplify the SBC
         Telcos' rates or due to changes in the billing and collection
         regulatory environment or changes in the SBC Telcos' costs in providing
         Billing and Collection Services only once per year during the Term of
         Agreement. Such rate increases shall not exceed more than 10% of the
         current rate. The Parties must mutually agree to the rate increase,
         however, if Customer is unwilling to agree, this Agreement will
         terminate thirty (30) days after the rate increase becomes effective.
         The limitations in this paragraph shall not apply to increases solely
         and directly due to postal increases or rate changes to tariffed rates.

5.11.5   When bill rendering services are ordered, the Customer will make an
         upfront initial "start-up" payment as indicated on Exhibit A. Such
         payment will be included with the Customer's submission of this signed
         Agreement to SBC Telco. A separate start-up charge is associated with
         Invoice Billing as indicated on Exhibit A. Notwithstanding the above,
         Customers who are renewing existing bill rendering services are not
         subject to additional initial start-up payments.

5.11.6   The Customer purchasing bill rendering services will make a guaranteed
         minimum purchase of services from SBC Telco under this Agreement, as
         specified in Exhibit A.

5.11.7   SWBT, AMERITECH, SNET ONLY - Calculation of the monthly minimum
         purchase of services will be based on the Customer's monthly billed
         volumes. A comparison will be made of actual amount billed to the
         Customer and the monthly minimum purchase of services. The Customer
         will pay no less than the applicable monthly minimum purchase of
         services for that month. Minimums will be tracked on a monthly basis.

5.11.8   PACIFIC BELL AND NEVADA BELL ONLY - Calculation of the annual
         (consecutive 12 months) minimum purchase of services shall be based on
         the Customer's annual billed volumes. A comparison will be made of
         actual amount billed to the Customer and the minimum annual purchase of
         services. This comparison will be made ninety (90) days after
         completion of each year of the contract. The Customer will pay no less
         than the applicable yearly minimum purchase of services for that year.


                                       15
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CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                    a)       Minimums will be tracked on a
                                             monthly basis requiring one-twelfth
                                             (1/12) of the annual minimum to be
                                             satisfied each month. Any year to
                                             date monthly minimum short fall
                                             will be calculated in the
                                             Customer's reserve requirement as
                                             defined in Exhibit B of this
                                             Agreement.

                  5.12     (OMITTED INTENTIONALLY)

         6.0      CUSTOMER OBLIGATIONS

                  6.1.     SUBMISSION OF CHARGES

                           Messages that may be processed for billing under this
                           Agreement include only the Message types identified
                           as permitted in this Section. SBC Telco may at any
                           time, in its sole discretion, modify this Section to
                           add or delete Message types that it is willing to
                           bill for Customer under this Agreement. Additionally,
                           SBC Telco may reject, in its sole discretion, any
                           Message types for billing regardless of whether they
                           appear in this Section. Customer shall not submit any
                           Message types for billing under this Agreement which
                           are not permitted under this Section or which are of
                           a type that SBC Telco has otherwise indicated it will
                           not accept for billing.

                           6.1.1    ALLOWABLE MESSAGES/CHARGES (AMERITECH,
                                    SWBT, PACIFIC, NEVADA ONLY)

                                    a)       Customer Billing which may be
                                             processed under the terms of this
                                             Agreement:

                                             1. Customer charges for wireless
                                                services; and

                                             2. Customer other charges to its
                                                subscribers provided Customer
                                                has complied with all applicable
                                                laws and regulations regarding
                                                the billing of such charges.

                                    b)       SWBT ONLY: With respect to
                                             Pay-Per-Call Services, a
                                             Pay-Per-Call Service Billing Charge
                                             will apply to Customer's 900
                                             Pay-Per-Call Services submitted to
                                             SWBT for inclusion on the End
                                             User's bill. An Expanded Message
                                             Billing Charge (defined in
                                             paragraph 6.1.1.d.) will also
                                             apply.


                                    c)       SWBT ONLY: An Expanded Message
                                             Billing Charge, per message billed,
                                             will apply to the Customer's
                                             billings submitted to SWBT for
                                             inclusion on the End Users' bills:


                                       16
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--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                    i)       Billing of voice mail services that
                                             are required to be submitted in EMI
                                             Record Types 010117, 010217,
                                             810117, and 810217.

                                    ii)      Billing of enhanced services, as
                                             defined in SWBT's methods and
                                             procedures that are required to be
                                             submitted in EMI Record Types
                                             010118, 010218, 810118, and 810218.

                                    iii)     Billings using EMI Record Types
                                             42XXXX that may be utilized for the
                                             billing of non-transmission
                                             services only as authorized in
                                             writing by SWBT.

                                    iv)      Other EMI Record Types requested by
                                             Customer and agreed to by the
                                             Customer and agreed to by SWBT in
                                             writing.

                                    v)       Billings of Pay-Per-Call Services
                                             (Information Services) that are
                                             required to be submitted in EMI
                                             Record Type 010116.

                           d)       PACIFIC BELL/NEVADA BELL ONLY: Pacific
                                    Bell/Nevada Bell (PB/NB) agrees to bill
                                    Information Services Calls which are defined
                                    as recorded programs, interactive
                                    information programs, or programs advertised
                                    as being an information or entertainment
                                    service for which the caller pays a charge
                                    of any type for making the call. Subject to
                                    the following:


                                    i)       All information Service Calls must
                                             be sent in the 01-01-16 record
                                             layout that will be used
                                             exclusively for Information Service
                                             Call transactions. Other xx-xx-16
                                             record types approved by Telcordia
                                             and agreed to for processing by
                                             PB/NB, may also be utilized.

                                    ii)      The billing record must contain
                                             the following information:

                                               -  the number the end user
                                                  actually dialed

                                               -  the name of the service or a
                                                  brief description, using a 12
                                                  character category as defined/
                                                  approved by PB/NB

                                    iii)     The record must carry an indicator
                                             to identify the transaction as
                                             regulated or non-regulated.

                                    iv)      All Information Service Calls will
                                             appear in an Information Services
                                             section on the End User bill.

                                    v)       PB ONLY: The Customer will not send
                                             charges for any transactions
                                             containing harmful matter as
                                             defined in the California Penal
                                             Code 313.

                                    vi)      The Customer will not send
                                             Information Calls that do not
                                             adhere to FCC and CPUC/NPUC
                                             regulations or State and Federal
                                             laws.

                                    vii)     The Customer will establish
                                             procedures for promptly resolving
                                             all End User inquires.


                                       17
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                    viii)    The Customer will provide the End
                                             User, upon request, with a specific
                                             Information Provider's name,
                                             address, and/or telephone number.

                                    ix)      If the Customer sustains any or all
                                             of an Information Service Call
                                             charge and the End User appeals to
                                             PB/NB to resolve the dispute, PB/NB
                                             will issue an adjustment to the End
                                             User for the full amount and
                                             recourse the amount of the
                                             adjustment with an associated
                                             processing charge to the Customer.

                                    x)       The Customer is responsible for
                                             blocking End Users from their
                                             information Services at the End
                                             User's or PB's/NB's request.

                                    xi)      Consistent with PB's/NB's tariffs,
                                             PB/NB will not deny basic telephone
                                             service solely for the End User's
                                             failure to pay for Information
                                             Service Calls.

                                    xii)     In the event a Customer fails to
                                             comply with any provision of this
                                             policy, PB/NB will give the
                                             Customer written notice for the
                                             breach.

                                    xiii)    The Customer acknowledges that
                                             PB/NB will include a consumer
                                             rights notification when the
                                             Customer's Pay-Per-Call services
                                             are submitted to PB/NB for billing,
                                             using PB's/NB's standardized
                                             wording.

                           f)       Customer will submit the verbiage of all
                                    text phrases associated with Miscellaneous
                                    Charges/Enhanced Services and all Marketing
                                    Messages to SBC Telco for review and must
                                    receive written confirmation by SBC Telco
                                    prior to submitting such messages for bill
                                    processing. Detailed procedures regarding
                                    the review process can be found in the
                                    Billing and Collection Services Product
                                    Binder. Such reviews are required for both
                                    Message Ready and Invoice Ready Customers.

                  6.1.2    UNALLOWABLE MESSAGES/CHARGES

                           The Customer will not submit billings under the terms
                           of this Agreement for the following (SBC Telco
                           reserves the right at its discretion, on thirty (30)
                           days written notice, to include additional billings
                           under this list):

                           a)       All billings containing charges which in
                                    whole or part relate, or reasonably give the
                                    appearance of relating to goods or services
                                    provided outside the message or references
                                    to telephone numbers, unless Customer has
                                    complied with all applicable laws and
                                    regulations regarding the billing of such
                                    messages and has obtained End User approval
                                    to bill for such messages.


                                       18
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                   b)    Charges which have been previously
                                         billed to the End User by the Customer.

                                   c)    Charges for collect calls associated
                                         with Pay-Per-Cal (Information Services)
                                         billings, including the transport of
                                         such calls.

                                   d)    Charges for information regarding
                                         credit cards, credit repair or
                                         monitoring, or any information related
                                         to an End User's commercial credit
                                         record.

                                   e)    Charges for information regarding
                                         sweeptstakes and/or giveaways.

                                   f)    Charges for services that Customer has
                                         any reason to believe that such
                                         charges may result in End User
                                         complaints to SBC Telco.

                                   g)    Charges for services billed to any
                                         geographically restricted SBC Telco
                                         calling card, where the call does not
                                         meet the applicable geographic
                                         restriction.

                                   h)    Charges for 800 Services to an
                                         originating End User (caller as opposed
                                         to called Party).

                                   i)    Charges for information provided
                                         outside the message.

                                   j)    Charges for services billed to a SBC
                                         Telco WATS End User account.

                                   k)    Charges for services billed to End
                                         Users who subscribe to local access
                                         services through a Local Service
                                         Provider other than SBC Telco. SBC
                                         Telco will provide the Customer with
                                         the account owners OCN with return code
                                         50, where available.

                                   l)    Monthly Fees or fees other than a
                                         per-call fee for access to any service
                                         in which the Customer provides or
                                         purports to provide audit information
                                         or audio entertainment produced or
                                         packaged by the Customer, whether such
                                         access is provided directly or through
                                         a voice mail box service or other
                                         means, unless agreed to in writing by
                                         SBC Telco.

                                   m)    Charges or fees for products or
                                         services offered on the Internet, such
                                         as, but not limited to, e-charges or
                                         e-commerce services.

                                   n)    Charges for services billed to End
                                         Users who specifically request not to
                                         be billed for Customer services on the
                                         SBC Telco bill.



                                       19
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--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                    Customer agrees it will not forward such
                                    billing to SBC Telco after notification from
                                    the End User.

                           o)       Charges for calling card calls placed
                                    outside of the effective dates of the SBC
                                    Telco End User account. SBC Telco will
                                    dictate acceptable dates, if any, before and
                                    after the effective date.

                           p)       Charges which consist of combined individual
                                    call records and/or other charges to produce
                                    bulk billed services;

                           q)       Charges for service billed to a bill
                                    restricted End User account.

                           r)       Charges for pre-paid calling cards, calling
                                    cards or debit cards or any fee associated
                                    with pre-paid calling cards, calling cards
                                    or debit cards. MTS usage charges associated
                                    with calling cards or debit cards are
                                    permissible as defined in 6.1.1.

                           s)       Charges for services which are publicly
                                    accessible, multi-party connections,
                                    commonly known as "GAB" or "chat" services.

                           SNET ONLY - Billing of 1+ pre-subscribed end user
                           messages is not allowed.

                           6.1.2.1  IMAGE POLICY

                                    The Customer agrees, as a condition of SBC
                                    Telco's performance under this Agreement,
                                    that SBC Telco will not provide Billing and
                                    Collection Services which SBC Telco deems
                                    harmful to its image. The Customer will not
                                    submit billings, or continue to submit
                                    billings, to be processed by SBC Telco under
                                    this Agreement where such billings are for
                                    or associated with, but not limited to the
                                    following:

                                    a)       Services which explicitly or
                                             implicitly advocate child
                                             pornography,

                                    b)       Services which advocate bigotry,
                                             racism, sexism or other forms of
                                             discrimination,

                                    c)       Services which, through
                                             advertising, content or delivery,
                                             are deceptive, or that may take
                                             unfair advantage of minors or the
                                             general public,

                                    d)       Charges which do not comply with
                                             federal and/or state laws,
                                             regulations or rules,


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           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62



                                   e)   Services or charges, that in the sole
                                        opinion of SBC Telco, result in
                                        excessive End-User complaints about
                                        being billed for services or goods
                                        the End-User claims they did not
                                        order or receive.

                 6.1.3   TRUE AND CORRECT MESSAGES/CHARGES

                         6.1.3.1   For the purposes of this Agreement,
                                   "Unauthorized Messages" are those Messages
                                   which: 1) Are not listed under Section
                                   6.1.1) Result from "slamming," i.e.,
                                   improperly switching the End User; 3)
                                   Result from "cramming," i.e., the
                                   submission of unauthorized, deceptive or
                                   ambiguous charges for inclusion on the End
                                   User bill; or 4) Involve deceptive or
                                   fraudulent billing activities.

                         6.1.3.2   As used in this Section, the term
                                   "Unauthorized" means the Messages were
                                   either not authorized by the End User or
                                   are not authorized by SBC Telcos' for
                                   billing under this Agreement.

                         6.1.3.3   Customer warrants and represents that:

                                   a)   Customer will submit only true and
                                        correct billings for charges properly
                                        authorized by End users.

                                   b)   The Customer offering the product or
                                        service has thoroughly informed the
                                        End-User of the product or service
                                        being offered, including all associated
                                        charges, and has explicitly informed the
                                        End-User that the associated charges
                                        for the product or service will appear
                                        on the End-User's local telephone bill.

                                   c)   The End-User has clearly and explicitly
                                        consented to obtain the product or
                                        service offered and to have the
                                        associated charges appear on the End-
                                        User's local telephone bill and, if
                                        applicable, the consent has been
                                        verified according to state or federal
                                        laws or regulatory requirements.

                                   d)   Customer will not use a check, draft, or
                                        other negotiable instrument or employ
                                        a box or container used to collect
                                        entries for sweepstakes, contests, or
                                        drawings to change or add to the End
                                        User's account any supplemental
                                        telecommunications services such as
                                        but not limited to: property or services
                                        for which any charge or assessment
                                        appears on a billing statement
                                        directed to a consumer by a local
                                        exchange carrier or telecommunications
                                        carrier,


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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                        including but not limited to personal
                                        800 number services, calling card
                                        plans, internet advertisement and
                                        website services, voice mail services,
                                        internet access services and service
                                        maintenance plans.

                           6.1.3.4  The Customer agrees that the Customer will
                                    obtain the End User's consent, or
                                    authorization, according to all applicable
                                    state or federal laws or regulatory
                                    requirements, including those governing
                                    verification of and retention of records of
                                    such consent or authorization.

                           6.1.3.5  The Customer offering a product or service
                                    to be submitted to SBC Telco for billing to
                                    an End-User may not use any fraudulent,
                                    unfair, misleading, deceptive, or
                                    anti-competitive marketing practice to
                                    obtain that End-User, including the use of
                                    negative option marketing, illegal
                                    sweepstakes, and contest.

                           6.1.3.6  If a Customer is notified by SBC Telco that
                                    an End-User has reported to SBC Telco that a
                                    charge made by the Customer is unauthorized,
                                    the Customer shall immediately cease to
                                    submit billing for the product or service to
                                    SBC Telco for that End-User.

                           6.1.3.7  Customer agrees that SBC Telco may remove,
                                    at its sole discretion, any charge from the
                                    telephone bill that any End-User claims was
                                    unauthorized, and SBC Telco may issue a
                                    credit to the End-User, at its sole
                                    discretion, for any such claimed
                                    unauthorized charge with recourse to the
                                    Customer.

                           6.1.3.8  It is the responsibility of the Customer to
                                    ensure that all charges submitted by the
                                    Customer comply with the above obligations.
                                    If the Customer has forwarded billings that
                                    do not comply with the above obligations,
                                    SBC Telco may decline to process and may
                                    return any such billings, or SBC Telco may
                                    delay the processing of Customer's billings
                                    to allow the Customer the time necessary to
                                    establish methods, procedures, programming
                                    or other steps necessary to ensure that
                                    Customer's billings comply with the above
                                    obligations.

                           6.1.3.9  Customer acknowledges and agrees that the
                                    Customer's failure to comply with the
                                    obligations above shall constitute a
                                    substantial and material breach of this
                                    Agreement and SBC Telco shall have the right
                                    to terminate the Agreement immediately
                                    pursuant to Section 9 for such breach.

                           6.1.3.10 Customer, and their employees, sales agents
                                    or representatives do not and will not
                                    engage in any deceptive or fraudulent



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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                    practice in marketing the services for which
                                    Customer is submitting billing to SBC Telco.

                           6.1.3.11 It is the continuing responsibility of the
                                    Customer to ensure that its services to be
                                    billed by SBC Telco comply with the
                                    foregoing standards set forth above and all
                                    statutory, legal and regulatory
                                    requirements. Customer will render all
                                    necessary assistance to SBC Telco to enable
                                    SBC Telco to perform a review of the
                                    Customer's messages, as SBC Telco shall
                                    determine is required, in order
                                    to help identify objectionable or improperly
                                    formatted messages on a timely basis.
                                    Nothing herein is intended to allow the
                                    Customer to wait for notification for SBC
                                    Telco before complying with SBC Telco's
                                    billing standards. Prior to sending messages
                                    to SBC Telco for billing services, the
                                    Customer is to take reasonable steps to
                                    screen, from the Customer's message billing
                                    files, all billing to be sent to SBC Telco
                                    in order to comply with said standards.

                           6.1.3.12 Notwithstanding anything to the contrary
                                    elsewhere in this Agreement, upon receipt of
                                    a facially valid subpoena or other valid
                                    process order, SBC Telco may disclose to
                                    federal, state, and local public and law
                                    enforcement agencies and to other local
                                    exchange carriers any information it may
                                    have concerning Unauthorized Messages
                                    involving Customer. The provision of such
                                    information will not subject SBC Telco to
                                    any liability of claim by either the
                                    Customer or anyone claiming to be a third
                                    party beneficiary of this Agreement. The
                                    parties agree there are no and will be no
                                    third party beneficiaries of and/or to this
                                    Agreement and, to the fullest extent
                                    permitted by law, Customer authorizes SBC
                                    Telco to release such information. SBC Telco
                                    shall have no obligation to give Customer
                                    notice of such disclosures.

                  6.1.4    THRESHOLD STANDARDS

                           6.1.4.1. The Customer acknowledges that SBC Telco has
                                    established performance thresholds to
                                    monitor and evaluate the Customer's billing.
                                    SBC Telco's complaint and/or adjustment
                                    thresholds are set forth in Exhibit D. The
                                    Customer agrees that SBC Telco shall have
                                    the right to modify the standards in Exhibit
                                    D upon sixty (60) days advance written
                                    notice to the Customer and without
                                    Customer's consent. Customers who exceed the
                                    pre-determined thresholds, as defined by SBC
                                    Telco, are subject to termination under
                                    Section 9 of this Agreement.


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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


         6.2      INQUIRY SERVICES PROVIDED BY CUSTOMER

                  6.2.1    Inquiry services include acceptance of End User
                           communications, claims, and inquiries
                           regarding/questions billing.

                  6.2.2    Customer in its performance of Inquiry shall comply
                           with all laws, rules, and regulations. Customer shall
                           respond to End User inquiries in accordance with
                           Customer's procedures. Customer shall not threaten
                           End Users with actions that are not authorized by
                           law.

                  6.2.3    SBC Telco will refer all Customer's End Users to the
                           Customer. The Customer will provide a toll free
                           Inquiry number and, if applicable, and address for
                           the End User and SBC Telco to utilize in contacting
                           the Customer. This toll free number will appear on
                           the Customer's page of the SBC Telco bill. The
                           Customer's toll free Inquiry number must be
                           adequately staffed to ensure that the Customer is
                           accessible to End User and SBC Telco during normal
                           business hours. The Customer will be charged a manual
                           adjustment charge for each adjustment issued by SBC
                           Telco as defined in Exhibit A.

                  6.2.4    If SBC Telco is contacted by the End User regarding
                           Customer's charges, SBC Telco may at its sole
                           discretion, immediately remove disputed charges for
                           an End User and recourse said charges back to the
                           Customer. If SBC Telco generates an End User
                           requested adjustment, SBC Telco shall advise the End
                           User that: 1) the disputed amount will be removed
                           from the SBC Telco bill; and (2 Customer may
                           independently pursue collection activities. The
                           Customer will be charged a manual adjustment charge
                           for each adjustment issued by SBC Telco as defined in
                           Exhibit A.

                  6.2.5    All such adjustments will be reflected on SBC Telco's
                           adjustment report issued to the Customer.

                  6.2.6    Customer shall provide full or partial adjustments of
                           billed charges as necessary to satisfy the End User.
                           Customer shall submit End User adjustments to SBC
                           Telco within five (5) business days after agreeing to
                           adjust charges for the End User.

         6.3      CERTIFICATION

                  Customer warrants and represents that it has obtained and will
                  keep current all necessary jurisdictional certificates and
                  certifications required to conduct the business for which it
                  will submit charges for billing under this Agreement. Upon
                  request, Customer will provide satisfactory evidence of all
                  such certifications. SBC Telco shall have not obligation to
                  process any Customer billing that is forwarded on behalf of a
                  Client which has not obtained proper


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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                certification or whose certification is revoked or suspended.
                Failure to obtain or retain proper certification or to furnish
                satisfactory proof thereof shall constitute a material default
                under this Agreement for which SBC Telco may terminate this
                Agreement under Section 9. For the purposes of this Section,
                "certification" includes any registration of similar filing
                or approval required by any regulatory agency having
                jurisdiction over Customer or any of its Clients.

        6.4     ADVERTISING/PUBLICITY

                6.4.1   Neither Customer nor its Clients shall publish or use
                        the name, service mark or trademark of the SBC Telcos
                        or any SBC Telco Affiliates in any advertising,
                        telemarketing, direct mail or other promotions or any
                        other publicity material relating to the Services
                        provided under this Agreement or any products or
                        services of Customer or its Clients billed under this
                        Agreement without the prior written authorization of
                        SBC Telco.

                6.4.2   Neither Customer nor its Clients, nor their employees,
                        contractors or agents, shall make any misrepresentations
                        concerning their affiliation with the SBC Telcos or any
                        SBC Telco Affiliates, or imply that products or services
                        of Customer or its Clients are associated with or
                        endorsed by the SBC Telcos or SBC Telco Affiliates.

                6.4.3   In the event of any violations of this Section, SBC
                        Telco may give notice of immediate Termination under
                        Section 9. In addition, Customer shall reimburse SBC
                        Telco for any out of pocket expenses incurred by SBC
                        Telco in investigating such violation, as well as for
                        any lost profits or costs associated with the loss or
                        restoral of End User accounts.

                6.4.4   Customer agrees that a continued violation of this
                        Section would cause the SBC Telcos or their Affiliates
                        irreparable injury for which they would have no
                        adequate remedy at law, and that the SBC Telcos or
                        their Affiliates shall be entitled to seek immediate
                        injunctive relief prohibiting such violation, in
                        addition to any other rights and remedies available
                        to them. Customer waives any right to require that the
                        SBC Telcos or their affiliates post a bond to make
                        such injunctive relief enforceable.

               6.4.5    Customer shall include, and SBC Telcos and their
                        Affiliates shall be made third party beneficiaries of,
                        similar rights and obligations to those set forth in
                        this Section in Customer's agreements with its Clients.

        6.5     (OMITTED INTENTIONALLY)


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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62

         7.0      DISPUTES AND CLAIMS

                  7.1      DISPUTE/CLAIM RESOLUTIONS

                           7.1.1    In the event of disputes/claims that may
                                    arise under this Agreement or the Tariff(s),
                                    the Parties shall discuss and negotiate the
                                    issues surrounding the dispute/claim between
                                    the Parties' authorized representatives,
                                    with informal escalation within the Parties'
                                    organizations as necessary to pursue and
                                    achieve resolution as expeditiously as
                                    possible.

                           7.1.2    Any suit arising out of or relating
                                    directly or indirectly to this Agreement,
                                    whether of validity, interpretation,
                                    performance or otherwise, will be governed
                                    by and construed in accordance with the laws
                                    of the State of Texas applicable to
                                    agreements made and to be performed in Texas
                                    without regard to Texas' choice of law
                                    rules. All actions and proceedings arising
                                    out of or relating directly or indirectly to
                                    this Agreement and General Release will be
                                    filed and litigated exclusively in the State
                                    District Court for Dallas, Texas. Customer
                                    expressly consents to the jurisdiction of
                                    that court, agree that venue is proper in
                                    that court, and expressly waives any
                                    objection to the jurisdiction and/or venue
                                    of that court. Customer states,
                                    acknowledges, and recognizes that the
                                    majority of its contacts with SBC Telco are
                                    in Dallas and that jurisdiction and venue
                                    are proper in Dallas, Texas.

                  7.2      LIMITATION PERIOD

                           No Claim under this Agreement may be made or
                           brought by any Party more than two (2) years after
                           the date of the event that gave rise to the Claim.

         8.0      LIMITATION OF LIABILITY

                  8.1      SBC Telco's aggregate liability to customer for all
                           direct damages, including without limitation contract
                           damage and damages for injuries to persons or
                           property, whether rising from a breach of this
                           Agreement, breach of warranty, negligence, strict
                           liability, or any other tort with respect to the
                           services, is limited to the amount of direct damage
                           actually incurred. Customer releases SBC Telco and
                           its parents, subsidiaries, affiliates, officers,
                           directors, employees, agents, and representatives
                           from any liability in excess of this amount. For the
                           purposes of this agreement, Customer's "Direct
                           Damages" with respect to any messages submitted for
                           billing include only its out of pocket expenses, and
                           do not include any lost profits.


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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62

                  8.2      In no event shall SBC Telcos be liable to Customer
                           for any incidental, consequential, or special
                           damages, including without limitation lost revenues,
                           profits or savings, even if they have been advised of
                           the possibility of such damages. Customer waives any
                           claim against the SBC Telcos for punitive or
                           exemplary damages.

                  8.3      With respect to indemnified third party claims,
                           neither party shall have any liability to the other
                           for any incidental, consequential, or special
                           damages, including without limitation lost revenues,
                           profits or savings, even if such party has been
                           advised of the possibility of such damages, if the
                           party seeking indemnification could have avoided
                           incurring such damages by including limitation
                           language in that party's contract with such third
                           party.

                  8.4      The right to recover damages, if any, within the
                           limitations specified in this section is Customer's
                           exclusive remedy, without in any way limiting the
                           application of this section.

         9.0      TERMINATION OF SERVICE

                  9.1      Either Party shall have the right to terminate this
                           Agreement:

                           a)       at any time, with or without cause, upon
                                    one hundred twenty (120) days prior written
                                    notice to the other party; or

                           b)       immediately, upon written notice to the
                                    other Party, if continued performance would
                                    cause a Party to be in violation of (i) any
                                    order of any court or regulatory agency
                                    having jurisdiction of such Party, or (ii)
                                    any law, statute, ordinance or regulation to
                                    which the Party is subject, or

                  9.2      SBC Telco shall have the right to terminate this
                           Agreement:

                           a)       Upon thirty (30) days prior written notice
                                    in the event of a default by Customer in any
                                    payment obligation, if such default is not
                                    cured within such thirty (30) day period;

                           b)       Upon thirty (30) days prior written notice,
                                    if Customer fails to comply with the
                                    requirements of Sections 6.1 and/or 6.4 and
                                    such failure is not corrected within such
                                    thirty (30) day period.

                  9.3      Customer shall have the right to terminate this
                           Agreement:

                           a)       If a Force Majeure Condition occurs and
                                    results in a delay or failure in performance
                                    of a material obligation of an SBC Telco
                                    under this Agreement for more than sixty
                                    (60) days, or


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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                           b)       In the event of a modification of this
                                    Agreement or SBC Telco procedures under
                                    Section 3, Modifications, which has a
                                    material adverse impact upon Customer's
                                    current operations, provided that notice of
                                    termination is given and made effective at
                                    anytime within thirty (30) days after
                                    Customer's receipt of notice of such
                                    modification.

                  9.4      Upon termination of this Agreement by either Party
                           under Section 9.1, the Parties shall be responsible
                           for paying any and all outstanding amounts due to the
                           other Party. With respect to Customer, these amounts
                           may include, but are not limited to, Customer
                           unbillables, post-billing adjustments, uncollectibles
                           moneys, and charges for Services that occur for a
                           period of twelve (12) months after the termination of
                           this Agreement as provided in Exhibit B. With respect
                           to SBC Telco, these amounts may include, but are not
                           limited to, all outstanding net amounts due for PAR.

         10.0     INDEMNIFICATION

                  10.1     Except as otherwise provided in this Agreement,
                           without regard to whether services are provided under
                           Tariff or contract, Each Party (the "Indemnifying
                           Party") will indemnify and hold harmless the Other
                           Party ("Indemnified Party") from and against any
                           loss, cost, claim, liability, damage or expense
                           (including reasonable attorney's fees) to Third
                           Parties, relating to or arising out of negligence,
                           misconduct, or breach of this Agreement by the
                           Indemnified Party, its employees, agents, or
                           contractors, and associated with this Agreement. In
                           addition, the Indemnifying Party will defend any
                           action or suit brought by a Third Party against the
                           Indemnified Party for any loss, cost, claim,
                           liability, damage or expense relating to or arising
                           out of the negligence, misconduct, or breach of this
                           Agreement by the Indemnified Party, its employees,
                           agents, or contracts, under this Agreement. In
                           addition, the Customer agrees to indemnify, defend,
                           and hold SBC Telco harmless from any and all loss,
                           cost, claim, liability, damage, or expense (including
                           reasonable attorney's fees) arising from the accuracy
                           of the billing charges submitted by the Customer to
                           SBC Telco, regardless of whether such charges are due
                           and owing.

                  10.2     The Indemnified Party will notify the Indemnifying
                           Party promptly in writing of any written claims,
                           lawsuits, or demand by Third Parties for which the
                           Indemnified Party alleges that the Indemnifying Party
                           is responsible under this section and tender the
                           defense of such claim, lawsuit or demand to the
                           Indemnifying Party. The Indemnified Party also will
                           cooperate in every reasonable manner with the defense
                           or settlement of such claim, demand or lawsuit. The
                           Indemnifying Party will not be liable under this
                           subparagraph for settlements by the Indemnified Party
                           of any claim, demand or lawsuit unless the
                           Indemnifying Party has approved the settlement in
                           advance or unless the defense of the claim, demand or
                           lawsuit has been tendered to the Indemnifying Party
                           in writing and the Indemnifying Party has failed
                           promptly to undertake the defense.



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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                  10.3     Notwithstanding any other provision of this Section
                           10, the parties acknowledge that SBC Telco has no
                           knowledge of the validity of message payment
                           obligations (billing charges) sent to SBC Telco for
                           billing and collections under this Agreement, and
                           that SBC Telco therefore strictly relies upon the
                           Customer to forward only correct billing charges that
                           can be, if necessary, substantiated in a court of
                           law.

                  10.4     Upon request, the Customer will provide to SBC Telco
                           all evidence needed to sustain billing charges
                           challenged by an End User, and SBC Telco may adjust
                           said charges with recourse if the Customer does not
                           provide all evidence needed to substantiate billing
                           charges which are challenged by an End User. SBC may
                           adjust any billing charges challenged by an End User
                           if in SBC Telco's sole opinion, the circumstances
                           involved in the dispute, should be handled between
                           the Customer and the End User. The Customer
                           certifies, when forwarding billing charges to SBC
                           Telco, that said charges are true and correct, and
                           accurately reflect proper charges legally owed by the
                           billed Party (End User). This Customer certification
                           of validity shall apply to all billing charges
                           forwarded to SBC Telco under this Agreement by the
                           Customer from whatever source. Should SBC Telco incur
                           liability for billing and collection of any billing
                           charges forwarded by the Customer, the Customer will
                           defend, indemnify, and hold harmless SBC Telco for
                           any loss, cost, claim, damage or expense (including
                           reasonable attorney's fees) arising from such billing
                           and collection.

                  10.5     The Customer shall indemnify SBC Telco for any claim,
                           loss, damage, expense (including reasonable
                           attorney's fees) or liability arising in whole or in
                           part from Customer's infringement of any patent,
                           trademark, copyright, trade secret or other
                           proprietary interest associated with Services
                           provided by this Agreement.

                  10.6     Each Party shall defend or settle, at its own
                           expense, any action or suit against the other for
                           which it is responsible under this clause. Each Party
                           shall notify the other promptly of any claim of
                           infringement for which the other is responsible, and
                           shall cooperate with the other in every reasonable
                           way to facilitate the defense of any such claim.

         11.0     PROPRIETARY INFORMATION

                  Attached to this Agreement, as Exhibit F, is the Parties'
                  understanding with respect to Proprietary Information.

         12.0     FORCE MAJEURE

                  Neither Party shall be liable or deemed to be in default
                  under this Agreement for any delay or failure to perform
                  resulting from (i) accidents, fire, labor disputes, epidemics,


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           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                  war, terrorist act, riots, insurrections, power blackouts,
                  acts of nature or other causes beyond its reasonable control
                  and without its fault or negligence, (ii) acts or omissions of
                  the other Party or of a third party (other than the
                  non-performing Party's own agents or contractors), or (iii)
                  compliance with any law, regulation, ruling, order or
                  requirement of any federal, state or municipal government or
                  department or agency or court of competent jurisdiction (a
                  "Force Majeure Condition"). Any delay resulting there from
                  shall extend performance accordingly or excuse performance, in
                  whole or in part, as may be reasonable. Customer may terminate
                  for a Force Majeure Condition which continues for more than
                  sixty (60) days as provided in Section 9, Termination of
                  Service.

         13.0     AMENDMENTS AND WAIVERS

                  This Agreement (or any part thereof, including Exhibits or
                  documents referred to herein) may be modified or additional
                  provisions may be added by written agreement signed by or on
                  behalf of Customer, and each affected SBC Telco, unless
                  otherwise provided herein. No amendment or waiver of any
                  provision of this Agreement and no consent to any default
                  under this Agreement shall be effective unless the same shall
                  be in writing and signed by the Party against whom such
                  amendment, waiver or consent is claimed. In addition, no
                  course of dealing or failure of any Party to strictly enforce
                  any term, right or condition of this Agreement shall be
                  construed as a waiver or such term, right or condition.

         14.0     ASSIGNMENT

                  14.1     Neither Party shall assign any right or obligation
                           under this Agreement without the other Party's prior
                           written consent. Any attempted assignment shall be
                           void.

                  14.2     Notwithstanding Section 14.1, Customer may assign
                           money due or to become due to it from SBC Telco for
                           the purchase of PAR, provided (i) Customer gives SBC
                           Telco at least thirty (30) days prior written notice
                           of such assignment, (ii) such assignment shall not
                           impose upon SBC Telco obligations to the assignee
                           other than the payment of such moneys and (iii) such
                           assignment shall not result in the filing or claim of
                           a security interest in any PAR offered to SBC Telco
                           for purchase under this Agreement.

                  14.3     Notwithstanding Section 14.1, either Party may assign
                           this Agreement, in whole or in part, to:

                           a)       A parent corporation;

                           b)       Any company into which a Party may merge or
                                    consolidate or which acquires substantially
                                    all of its assets or stock; or


                                       30



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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                           c)       A wholly owned Affiliate of the parent
                                    corporation which is of a financial standing
                                    equal to or greater than that of the
                                    assignor.

                           Any assignment under this Section shall not require
                           the consent of the other Party, but the assigning
                           Party shall provide written notice to the other Party
                           within thirty (30) days of such assignment. An
                           assignment under this Section shall not increase the
                           scope of the Services which SBC Telco is obligated to
                           provide by more than ten percent (10%). If the
                           company into which Customer merges or consolidates or
                           which merges and consolidates with Customer also has
                           a billing and collection agreement with SBC Telco,
                           then the more recent of the billing and collection
                           agreements between the Parties will survive such
                           merger or consolidation and govern the billing and
                           collection services provided thereafter by SBC Telco
                           to the surviving company.

                  14.4     Without limiting the generality of the forgoing, this
                           Agreement shall be binding upon and shall inure to
                           the benefit of the Parties' respective successors and
                           assigns.

         15.0     NOTICES AND DEMANDS

                  Except as otherwise provided under this Agreement, all notices
                  and demands that may be given by a Party to the other Party
                  under this Agreement shall be in writing and shall be deemed
                  to have been duly given 1) on the date delivered in person or
                  2) on the date of the return receipt for those sent postage
                  prepaid, in the United States mail via Certified Mail, return
                  receipt requested; or, 3) on the date transmitted
                  electronically provided that the receiving machine delivers
                  confirmation to the sender and receipt is verified through a
                  phone call; or, 4) on the date transmitted via electronic
                  mail. If electronic mail delivery is selected as the method of
                  giving notice under this section, the electronic mail record
                  of receipt is binding as appropriate notification. If personal
                  delivery is selected as the method of giving notice under this
                  section, a receipt of such delivery shall be obtained. Mailing
                  addresses for notices shall be as indicated on the Customer's
                  current Implementation Forms. The Parties will officially
                  indicate their electronic notice name and address if this
                  method of notification will be employed.

         16.0     THIRD PARTY BENEFICIARIES

                  Except as provided in Section 10, this Agreement shall not
                  provide any person not a party to this Agreement with any
                  remedy, claim, liability, reimbursement, claim of action or
                  other right in excess of those exist in without reference to
                  this Agreement, including those parties which forward billing
                  charges to Customer to have their billing messages included by
                  SBC Telco on End User telephone bills.



                                       31
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                                                                   EXHIBIT 10.62

         17.0     GOVERNING LAW

                  The laws of the State of Texas shall govern the construction
                  and interpretation of this Agreement and any Claim arising
                  hereunder or related hereto, whether in contract or tort,
                  without regard to Texas' choice of law rules. Any lawsuit
                  instituted by either party in connection with this Agreement
                  shall only be brought in the District Court of Dallas, Texas
                  and both parties hereby consent to the personal jurisdiction
                  of such courts. All actions and proceedings arising out of or
                  relating directly or indirectly to this Agreement and General
                  Release will be filed and litigated exclusively in the State
                  District Court for Dallas, Texas. Customer expressly consents
                  to the jurisdiction of that court, agrees that venue is proper
                  in that court, and expressly waives any objection to the
                  jurisdiction and/or venue of that court. Customer states,
                  acknowledges, and recognized that the majority of its contacts
                  with SBC Telco are in Dallas and that jurisdiction and venue
                  is proper and accepted by all parties to this Agreement.

         18.0     SEVERABILITY

                  If any provision of this Agreement shall be held invalid or
                  unenforceable for any reason, such invalidity will affect only
                  the portion of the Agreement that is invalid. In all other
                  respects this Agreement will stand as if such invalid or
                  unenforceable provision had not been a part thereof, and the
                  remainder of the Agreement shall remain in full force and
                  effect. Additionally, the Parties shall endeavor to replace
                  the provision with a valid and enforceable provision
                  acceptable to both Parties which so far as possible achieves
                  the same economic and other benefits for the Parties as the
                  severed provision was intended to achieve.

         19.0     ENTIRE AGREEMENT

                  This Agreement (including all Appendices, Exhibits, and/or
                  Attachments hereto) constitutes the entire agreement between
                  the Parties and supersedes all prior agreements, oral or
                  written representations, statements, negotiations, proposals
                  and undertakings with respect to the subject matter hereof.
                  Except as otherwise provided in this Agreement, no
                  modification, amendment, supplement to or waiver of this
                  Agreement or any of its provisions shall be binding upon the
                  Parties unless made in writing and duly signed by authorized
                  representatives of both Parties.

         20.0     HEADINGS

                  The headings in this Agreement are for convenience and shall
                  not be construed to define or limit any of the terms herein
                  or affect the meanings or interpretation of this Agreement.


                                       32

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EXHIBITS - Billing and Collections Services Operating Agreement by and among
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           effective September 1, 2003

                                                                   EXHIBIT 10.62

         21.0     SUSPENSION OF PERFORMANCE; RIGHT TO WITHHOLD; AND OFFSET

                  21.1     Upon notice to Customer, SBC Telco may suspend
                           performance of this Agreement immediately if Customer
                           is in breach of any other agreement between the
                           parties. Prior to suspension, SBC Telco will provide
                           twenty (20) days written notice to Customer plus an
                           additional twenty (20) days for Customer to cure
                           situation.

                  21.2     If Customer fails to pay when due any monthly
                           charges for Services, any recourse adjustments or any
                           interest or other amounts due to SBC Telco under this
                           Agreement, then in addition to any other rights SBC
                           Telco may have under this Agreement, SBC Telco may
                           refuse to provide any further Billing and Collection
                           Services, directly or indirectly, to Customer,
                           including billing and collection service on Customer
                           Accounts received through an aggregator, affiliate or
                           other agent of Customer. If SBC Telco does accept any
                           Customer accounts for Services while Customer is past
                           due on any amounts owing to SBC Telco, then SBC Telco
                           may deduct the amounts owed from any PAR owed to
                           Customer or its agent on Customers' behalf. Prior to
                           the commencement of any action described in this
                           paragraph 21.2, SBC Telco will provide twenty (20)
                           days written notice to Customer plus an additional
                           twenty (20) days for Customer to cure situation.

                  21.3     Notwithstanding anything contained herein to the
                           contrary, if the financial condition of the Customer
                           becomes impaired and/or the Customer fails to pay its
                           obligations to SBC Telco as they become due or when
                           services are terminated, the Customer agrees SBC
                           Telco shall be entitled to withhold any funds, which
                           otherwise might be due, or become due to the Customer
                           hereunder, to satisfy any unpaid or potential
                           obligation of the Customer to SBC Telco, including,
                           but not limited to, any amounts due under this
                           Agreement, any access charges due SBC Telco, any
                           amounts due SBC Telco under applicable tariff, under
                           any other agreement, or otherwise.

         22.0     SUB-CONTRACTING

                  SBC Telcos shall have full power and authority to enter into
                  contracts with third parties to perform the services to be
                  provided under this Agreement. Upon notice from SBC Telcos,
                  Customer agrees to cooperate with such third parties to the
                  extent reasonably requested by SBC Telcos. Nothing in this
                  paragraph shall relieve SBC Telcos of its obligations under
                  this Agreement.

         23.0     WARRANTIES

                  SBC Telco makes no warranties, expressed or implied,
                  including, but not limited to, warranties with respect to tax
                  procedures applied to billing and the implied warranties of
                  merchantability and fitness for a particular purpose. Customer
                  shall have not the right to

                                       33


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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62

        24.0  INTELLECTUAL PROPERTY

              Except as otherwise expressly provided herein, nothing contained
              in this Agreement shall be construed as conferring by implication,
              estoppel, or otherwise any license or right under any patent,
              trademark, trade name, copyright, or other intellectual property
              right of either Party.

        25.0  OTHER BUSINESS, NO INTEREST CREATED

              Nothing in this Agreement shall be deemed to create any interest
              in favor of SBC Telcos or Customer in the assets, revenues,
              earnings or otherwise in the business of the other.

        26.0  SOFTWARE

              SBC Telco or its contractors or agents may develop specifications,
              drawings, documentation, concepts, methods, techniques, process,
              adaptations, and ideas including, but not limited to, software
              (hereinafter "Software") for the purpose of rendering Services
              to Customer under this Agreement. Unless otherwise agreed in
              writing by authorized representatives of the Parties, in advance
              of the creation of the Software, SBC Telco shall own all right,
              title, and interest, including copyright in and to the Software.

       27.0   SURVIVABILITY OF OBLIGATIONS

              NOTWITHSTANDING EXPIRATION OR TERMINATION OF THIS AGREEMENT, THE
              PROVISIONS OF THIS AGREEMENT AND EACH PARTY'S OBLIGATIONS
              HEREUNDER, WHICH BY THEIR NATURE OR CONTEXT ARE REQUIRED OR
              INTENDED TO SURVIVE, SHALL SURVIVE AND REMAIN IN FULL FORCE AND
              EFFECT AFTER SUCH EXPIRATION OR TERMINATION.

       28.0   REALIGNMENT OF LOCAL EXCHANGE TELEPHONE FRANCHISES

              In the event SBC Telco sells, exchanges, or transfer a local
              exchange telephone franchise(s) in which SBC Telco provides
              services under this Agreement, SBC Telco agrees to the following:

              a)   To notify the Customer of the sale, exchange, or transfer
                   of a local exchange franchise and the proposed closing date,
                   provided information regarding the sale,


                                       34
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


         exchange, or transfer is not confidential or prohibited by law,
         regulation, court or regulatory order, or agreement from being
         disclosed to third parties. If information regarding the sale,
         exchange, or transfer is confidential, SBC Telco will notify Customer
         at the earliest reasonable opportunity when such information is no
         longer confidential and such disclosure is not prohibited by law,
         regulation, court or regulatory order, or agreement from being
         disclosed to third parties. If SBC Telco fails to notify Customer, SBC
         Telco shall not be liable for any loss, cost, expense, damages, or
         liabilities resulting from failure to notify Customer.

b)       SBC Telco shall have no obligation to perform Services in local
         exchange telephone franchises that have been sold, exchanged,
         or transferred to another party.

c)       Subject to the terms of the sale, exchange, or transfer, SBC Telco
         shall cooperate with Customer on billing and interface issues related
         to the sale, exchange, or transfer or local exchange telephone
         franchise(s) as to Services performed under this Agreement.


                                      35


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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date
first written above.


<Table>
<S>                                          <C>
                  SBC TELCO                           CINGULAR WIRELESS

                                             -----------------------------------
                                                      (Name of Customer)


                                             -----------------------------------
                                                     (Customer's Address)

                                             -----------------------------------


                                             -----------------------------------


                                             -----------------------------------
                                                (Customer's Telephone Number)

By:                                          By:
   -----------------------------------           -------------------------------
              (Signature)                                  (Signature)

Name: James Walsh                            Name:
      --------------------------------             -----------------------------
                (Print)                                      (Print)

Title: Director - Billing and                Title:
       Collection Services                         -----------------------------
       -------------------------------

Date:                                        Date:
      --------------------------------             -----------------------------
</Table>


                                       36
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62

                                                                      Appendix 1
                                                                        Glossary

Definitions. As used in this Agreement (including the Appendices, Exhibits, and
Attachments hereto), the terms set forth below will have the following
respective meanings and will be equally applicable to both the singular and
plural forms of the terms defined:

        Adjusted Revenue:            The total in a settlement period of
                                     Accepted Revenues plus Taxes and
                                     Surcharges, less Recoursed Adjustments,
                                     less discounts, and unbillables, and
                                     plus Rebills. This is the amount to
                                     which the Uncollectible Factor is
                                     applied to determine the monthly
                                     Allowance for Uncollectibles.

        Adjustments:                 An Adjustment is the removal of a
                                     disputed charge from the End User's
                                     bill.

        Anticipated Uncollectibles   Anticipated Uncollectibles are estimated
        (Allowance for               amounts representing the portion of the
        Uncollectibles):             Adjusted Revenue which the SBC Telco
                                     expects will ultimately become Realized
                                     Uncollectibles, as determined by
                                     applying the Uncollectible Factor.

        Bill Date:                   The date of the SBC Telco End User Bill
                                     or the date of the Statement of Amount
                                     Due SBC Telco, whichever applies.

        Bill Message:                A communication containing promotional,
                                     informational, or legally required messages
                                     that are acceptable to SBC Telco and
                                     printed in the Customer's portion of the
                                     End User Bill.

        Bill Processing:             The processing of B&C Customer messages and
                                     the preparation and mailing of statements
                                     to End Users on behalf of the B&C Customer.

         Bill Rendering:             The preparation and mailing to an End User
                                     statements of amounts due.

         Billed Revenues:            The total amount of Customer charges
                                     inclusive of Taxes and Surcharges, which
                                     are billed to SBC Telco End User accounts
                                     during a specific period.


                                       1
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                      Appendix 1
                                                                        Glossary

<Table>
<S>                                 <C>
Billing and Collection              Charges which make up the Amount Due SBC
Services Charges:                   Telco for Billing and Collection Services
                                    provided to Customer under contract or
                                    applicable tariffs.

Business Day(s):                    Any day of the week other than Saturday,
                                    Sunday, or a Holiday.

Connect:Direct/NDM:                 A communications protocol product of
                                    Sterling Corporation which is used to
                                    electronically transmit data files between
                                    SBC Telcos and Customer.

Customer:                           Customer, for the purposes of this contract,
                                    means the purchaser of SBC Telco Billing and
                                    Collections Services. Customer Message: The
                                    individual call detail including Customer's
                                    charges to the End User.

Data Set:                           The file containing End User messages which
                                    is transmitted by Customer to the SBC Telco
                                    for billing.

Data Transmission:                  The process of sending standard format call
                                    detail or records from one location to
                                    another using standard transmission software
                                    programs, such as Connect:Direct/NDM
                                    software.
</Table>


                                       2


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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                      Appendix 1
                                                                        Glossary

<Table>
<S>                        <C>
Date Created:              A six-position numeric field in the EMI header
                           record that identifies the date a pack or Data Set
                           was created by Customer.

Denial of Service:         Consists of denying an End User's access to the
                           network or portions of the network in cases of
                           insufficient payment.

EMI:                       Exchange Message Interface, the industry standard
                           format for the exchange of message data between
                           carriers.

End User(s):               The End User is a SBC Telco customer for local
                           exchange service, exclusive of resellers of local
                           exchange service.

End User Bill(s):          The billing media used to convey to End Users the
                           charges for telephone services of SBC Telco as well
                           as for Customer, and other Entities for which SBC
                           Telco provides billing and collection services.

Final Bill:                A bill rendered to an End User for outstanding
                           amounts following disconnection of all associated
                           services.

Final True-Up:             Settlement, between the SBC Telco and Customer, of
                           Recoursed Adjustments and Uncollectible Bad Debt
                           following the end of SBC Telco provision of Billing
                           and Collection Services to Customer.

Inquiries:                 The communications, either written or oral, to the
                           SBC Telcos concerning End User billing.

Inquiry Services:          The answering of End User questions, either written
                           or oral, concerning disputed charges and billed
                           amounts, including explaining charges and credits,
                           investigating claims, and adjusting charges.
</Table>


                                       3
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                      Appendix 1
                                                                        Glossary

<Table>
<S>                                 <C>
LEC:                                Local Exchange Carrier, which is the local
                                    telephone company that renders the bill to
                                    the End User.

Message:                            "Message" or "Messages" means all EMI
                                    formatted records forwarded by Customer to
                                    the SBC Telco for bill processing which
                                    contain billing information such as service
                                    details, charges, mechanized credits, and
                                    adjustments.

Message Processing Charge:          A rate charged by the SBC Telco for each
                                    Customer message accepted and billed.

Netting:                            The amount due the Customer minus the amount
                                    due SBC Telco.

Pack:                               A term used to describe a group of invoices
                                    or messages, separated by header and trailer
                                    records that the Customer submits to the
                                    SBC Telco.

Page:                               One side of the sheet of paper upon which
                                    the End User Bill is printed, or if the
                                    sheet is folded and printed as a folio, one
                                    of the four resulting pages.

PAR:                                Purchase of Accounts Receivable

Payment and Processing:             The process by which payments are received
                                    and applied to Remittance the End User's
                                    balance due for services provided by
                                    Customer.

Pay-Per-Call Services:              Any service in which any person provides
                                    audio information, audio entertainment or
                                    the provision of a product; the charges
                                    which are assessed on the basis of the
                                    completion of the call, for which the
                                    caller pays a per-call or per-time interval
                                    change.

Pre-subscribed:                     An End User has selected Customer or another
                                    carrier as its primary interexchange
                                    carrier for the purpose of providing
                                    intraLATA and/or interLATA,
                                    telecommunications services.
</Table>


                                       4
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                      Appendix 1
                                                                        Glossary


<Table>
<S>                                 <C>
Purchase of Accounts                The monthly purchase by SBC Telco of
Receivable (PAR):                   Customer's End User receivables that include
                                    confirmed revenues, Unbillables,
                                    Uncollectibles, Taxes, and Adjustments.

Purchase of Accounts                The statement which the SBC Telco provides
Receivables (PAR)                   monthly to Customer as identification of
Statement:                          the Net Purchase Amount Due Customer for the
                                    Purchase of Accounts Receivable, which is
                                    supported by all associated back up detail
                                    reports.

Rebill(s) or Rebilling:             Rebills are End User messages which the SBC
                                    Telco bills back to the same or a different
                                    End User account after investigation
                                    determines the proper End User account the
                                    messages belong to.

Recoursed Adjustments:              Recoursed Adjustments are amounts that the
                                    SBC Telco removes from End User balances and
                                    charges back to Customer via a deduction on
                                    the Purchase of Accounts Receivable
                                    Statement. They may be initiated by
                                    Customer, the SBC Telco or by the End User
                                    and include, but are not limited to,
                                    adjustments made to End User Bills to
                                    correct charges on current or prior bills;
                                    amounts removed from End User balances at
                                    the direction of Customer, amounts removed
                                    from the End User balances by SBC Telco to
                                    comply with legal or regulatory
                                    requirements.

Recoveries:                         Moneys received in payment of an outstanding
                                    balance of Realized Uncollectibles.

Revenue Account Office              A standard designation of a local phone
(RAO):                              company. May be used in conjunction with EMI
                                    to identify the specific phone company who
                                    sent or shall receive such transactions. A
                                    large company may have multiple data centers
                                    or divisions within the company with
                                    different RAOs.
</Table>


                                       5
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62

                                                                      Appendix 1
                                                                        Glossary


         SBC Telco:                   The SBC Telephone Companies as defined in
                                      the Principal Agreement, which are the
                                      Parties performing Services for Customer
                                      under this Agreement.

         Text Phrase:                 A communication of a non-promotional
                                      nature from Customer to End Users which
                                      clarifies or explains charges appearing in
                                      the Customer's portion of the End User
                                      Bill.


         Time and Cost (T&C)          An estimation of the number of hours,
         Estimate:                    expense and implementation date necessary
                                      to complete a project requested by
                                      Customer.


         Toll Master File             Maintaining a file of unbilled message
         Maintenance:                 details in line number order or account
                                      sequence. Maintaining message details with
                                      an account in a predetermined sequence.
                                      Toll Master File Maintenance takes Service
                                      Order (guide) activity into account, and
                                      new installs, finals, and telephone number
                                      changes will cause rearrangements of the
                                      master file sequence. Additional
                                      information is also maintained to identify
                                      unique services/options to which the
                                      billing account subscribes.

         Treatment                    The various activities involved in
                                      obtaining payment from an End User whose
                                      account is in arrears. May include but is
                                      not limited to letters, phone calls, and
                                      collection agency involvement.

         True-Up:                     The process of comparing Realized
                                      Uncollectibles to an amount withheld as
                                      Anticipated Uncollectibles for a certain
                                      time period. the difference is either due
                                      Customer (over-withholding) or the SBC
                                      Telco (under-withholding).

                                       6











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EXHIBITS - Billing and Collections Services Operating Agreement by and among
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           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                      Appendix 1
                                                                        Glossary


<Table>
<S>                                 <C>
Unbillables:                        Consists of messages that have been sent to
                                    the SBC Telco for processing that the SBC
                                    Telco cannot bill for various reasons
                                    including but not limited to messages that
                                    cannot be associated with a billing account.
                                    Invoice errors cause the entire invoice to
                                    error. Message Ready Billing usage will
                                    error on a message by message basis.

Uncollectible Bad                   An amount applied to the accounts receivable
Debt Allowance:                     to recognize potential End User revenue
                                    losses on final accounts resulting from
                                    failure of the End User to pay legally
                                    earned service revenues.

Uncollectible Factor:               The percentage applied to Adjusted Revenues
                                    to determine the Anticipated Uncollectibles
                                    for a given timeframe.

Uncollectibles:                     Amounts lawfully billed to End Users by the
                                    SBC Telco, which, after standard intervals
                                    and application of standard collection
                                    procedures, the SBC Telco determines are
                                    impracticable of collection and are written
                                    off as bad debt on final accounts.
</Table>



                                       7
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                      Appendix 2
                                               Addresses for Notices and Demands


The initial addresses for notices under Section 15, Notices and Demands, of the
Principal Agreement are set forth below. The Parties shall promptly notify each
other of any changes in the addresses or titles to whom notices are required to
be sent under Section 15, and shall prepare an amended Appendix 2 to reflect
such changes.

To Customer:

     Brian Kerr
     12525 Cingular Way
     Alpharetta, GA 30004


Copies of all notices from Customer to SBC Telco shall be sent as specified
above to:

     Industry Markets
     4 SBC Plaza
     Floor 18
     Dallas, TX 75202

     ATTN: Director - Billing and Collections


     With a copy to:

     Legal - Southwestern Bell Telephone Company
     1 SBC Plaza
     Floor 30
     Dallas, TX 75202

     ATTN: Senior Counsel (B&C)


                                       1

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EXHIBITS - Billing and Collections Services Operating Agreement by and among
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           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                    EXHIBIT B


                        BILLING AND COLLECTION SERVICES:

                             FINANCIAL SETTLEMENTS




MAY 13, 2002
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62



                                                                       Exhibit B


                                TABLE OF CONTENTS


SOUTHWESTERN BELL TELEPHONE, PACIFIC BELL, NEVADA BELL:
<TABLE>
<CAPTION>
                                                                                                                Page
<S>                                                                                                             <C>
1.0     SETTLEMENT TERMS..........................................................................................2
        1.1     AMOUNT DUE THE CUSTOMER...........................................................................2
                1.1.2.   Calculation of Amount Due the Customer...................................................2
                1.1.3.   Uncollectible Bad Debt Allowance (Discounted)............................................5
                1.1.4.   Uncollectible True-Up....................................................................7
                1.1.5.   Reserve Requirement......................................................................9
                1.1.6    PARS Issuance Date (SWBT Only)..........................................................11
                1.1.7.   Payment Date............................................................................11
                1.1.8.   Payment Method..........................................................................12
                1.1.9.   Payment Detail..........................................................................13
                1.1.10.  Late Payment Charge.....................................................................13
                1.1.11.  Late Payment Resulting from Bank Error..................................................13
                1.1.12.  Negative Amount due the Customer........................................................13
           1.2.   AMOUNT DUE SBC TELCO...........................................................................14
                1.2.1.   Calculation of Amount Due SBC Telco.....................................................14
                1.2.2.   Billing Detail..........................................................................14
                1.2.3.   Payment Date............................................................................14
                1.2.4.   Payment Method..........................................................................15
                1.2.5.   Payment Detail..........................................................................15
                1.2.6.   Timeframe for Statement Issuance........................................................15
                1.2.7.   Late Payment Charge.....................................................................16
                1.2.8.   Late Payment Resulting from Bank Error..................................................16
                1.2.9.   Right to Net............................................................................16
           1.3.   SETTLEMENTS OF DISPUTED AMOUNTS................................................................17
                1.3.1.   Notification of Disputed Amount.........................................................17
                1.3.2.   Payment of Disputed Amount..............................................................17
                1.3.3.   Ultimate Settlement of Disputed Amount..................................................18


SOUTHWESTERN BELL TELEPHONE:

           2.0  CUSTOMER BILLING STATEMENT.......................................................................21
                2.1.1.   Bill Processing Service.................................................................21
                2.1.2.   Billing Information.....................................................................23
           2.2.          Customer Bill Format....................................................................23


PACIFIC BELL AND NEVADA BELL:

3.0    CARRIER BILLING REQUIREMENTS..............................................................................27
</TABLE>


                                       i
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B


                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                                      <C>
AMERITECH:
                                                                                                         Page
4.0    SETTLEMENT TERMS..................................................................................30
   4.1    Net Purchased/Collected Amount Due Customer....................................................30
        4.1.1    Formula for Calculation of the Net Purchase/Collected Amount Due Customer...............30
        4.1.2    Final True-Up Upon Cessation of Billing and Collection Services.........................37
        4.1.3    Statement of Amount Due the Customer....................................................39
        4.1.4    Payment Date............................................................................40
        4.1.5    Payment Method..........................................................................40
        4.1.6    Payment Detail..........................................................................40
        4.1.7    Late Payment Penalty....................................................................40
        4.1.8    Late Payment Resulting from Bank Error..................................................41
   4.2    AMOUNT DUE THE AOC.............................................................................41
        4.2.1    General...................,.............................................................41
        4.2.2    Payment Date............................................................................41
        4.2.3    Payment Method..........................................................................42
        4.2.4    Payment Detail..........................................................................42
        4.2.5    Netting of Amount Due AOC...............................................................42
        4.2.6    Late Payment Penalty ...,,.':...:.......................................................43
        4.2.7    Late Payment Resulting from Bank Error..................................................43
   4.3    SETTLEMENT OF DISPUTED AMOUNTS.................................................................44
        4.3.1    Notification of Disputed Amount.........................................................44
        4.3.2    Payment of Disputed Amount..............................................................44
        4.3.3    Ultimate Settlement of Disputed Amount..................................................44
        4.3.4    Retention of Supporting Data Concerning Disputed Amount.................................44


SOUTHERN NEW ENGLAND TELEPHONE:

 5.0    SETTLEMENT TERMS.................................................................................47
   5.1.   Amount Due Customer............................................................................47
        5.1.1.   Formula for Calculation of Amount Due Customer..........................................47
        5.1.2.   Derivation of Uncollectible Bad Debt Allowance..........................................48
        5.1.3.   Uncollectible True-up...................................................................49
        5.1.4.   Final True-ups at Termination...........................................................50
        5.1.5.   Payment Date............................................................................50
        5.1.6.   Payment Method..........................................................................51
        5.1.7.   Assignment of Accounts Receivable.......................................................51
   5.2.   Amount Due SNET................................................................................51
        5.2.1.   Calculation of Amount Due SNET..........................................................51
        5.2.2. Netting Process...........................................................................52
</TABLE>


                                       ii
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                   Exhibit B
                                                                   SWBT, PB, NB




SECTION 1 - APPLICABLE FOR:
        -        SOUTHWESTERN BELL TELEPHONE (SWBT)
        -        PACIFIC BELL (PB)
        -        NEVADA BELL (NB)


                                       1

<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                    SWBT, PB, NB

(SECTION 1.0 IS APPLICABLE TO SOUTHWESTERN BELL TELEPHONE, PACIFIC BELL AND
NEVADA BELL ONLY)


1.0      SETTLEMENT TERMS


         1.1      AMOUNT DUE THE CUSTOMER


                  1.1.1    SBC Telco will purchase the Customer's account
                           receivable due for bills rendered or to be rendered
                           by SBC Telco to the Customer's End Users.

                           1.1.1.1  The Customer agrees to submit new billings
                                    to SBC Telco no less than once a week.

                           1.1.1.2  The Customer and SBC Telco agree that in the
                                    event the calculation of any purchase of
                                    Accounts Receivable, as defined herein,
                                    results in a negative amount due the
                                    Customer, SBC Telco may hold payment or
                                    recalculate any pending accounts receivable
                                    purchase(s) as defined further herein.

                  1.1.2.   Calculation of Amount Due the Customer

                          SBC Telco purchases the Customer's accounts receivable
                          based on Pre End User Billing. The Customer will
                          receive a Purchase of Accounts Receivable Statement
                          (PARS) which will reflect the Customer's accounts
                          receivables. The calculation of the dollar amount due
                          the Customer for the purchase of accounts receivable
                          when the Customer provides files of rated messages is
                          as follows:

                           1.1.2.1  Calculation with netting of B&C charges

                           Total Current Billable Amount

                           +        Billed Taxes

                           +/-      Surcharges

                           +        Rebills

                           -        Returns (Unbillables)

                           +/-      Recourse Adjustments (including taxes)

                           -        Uncollectible Bad Debt Allowance

                           +        Customer messages lost by SBC Telco


                                       2
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                    SWBT, PB, NB

                                    +/-      Uncollectible True-Up Amounts
                                             (including any reserve
                                             requirements)

                                    -------------------------------------------

                                    =        Amount due the Customer

                                    -        Amount due SBC Telco for Billing
                                             and Collection Services

                                    -------------------------------------------

                                    =        Net Purchase of Account Receivable
                                             Amount

                           1.1.2.2  Calculation without netting of B&C charges

                                    Total Current Billable Amount

                                    +        Billed Taxes

                                    +/-      Surcharges

                                    +        Rebills

                                    -        Returns (Unbillables)

                                    +/-      Recourse Adjustments (including
                                             taxes)

                                    -        Uncollectible Bad Debt Allowance

                                    +        Customer messages lost by SBC Telco

                                    +/-      Uncollectible True-Up Amounts
                                             (including any reserve
                                             requirements)

                                    -------------------------------------------

                                    =        Amount due the Customer


                                    1.1.2.2.1. At the request of the Customer,
                                               SBC Telco will purchase the
                                               accounts receivable, without
                                               netting, after the Customer has
                                               purchased more than eighteen (18)
                                               months of bill rendering services
                                               and has established a consistent
                                               service and billing pattern with
                                               End Users. SBC Telco will have
                                               complete discretion in
                                               determining if the Customer's
                                               billing meets the criteria for
                                               which SBC Telco is willing to
                                               provide the purchase of the
                                               Customer's accounts receivable
                                               without netting.

                           1.1.2.3  Definitions of Elements on PARS


                                       3
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                    SWBT, PB, NB

                           Total Current Billable Amount is the total amount
                           billable to the Customer's End Users for the Customer
                           services excluding any taxes applicable to such
                           services. The total amount of billable revenue will
                           be determined for the Customer for each file
                           received.

                           Billed Taxes is the amount of taxes billed to End
                           Users for Customer charges since the last settlement.
                           Timely and accurate remittance of taxes to the taxing
                           agency is the responsibility of the Customer.

                           Surcharges is the total of applicable surcharges
                           collected on the Customer's behalf by SBC Telco.
                           Timely and accurate remittance of surcharges to the
                           reporting agency is the responsibility of the
                           Customer.

                           Rebills represent the value of messages that have
                           been adjusted from an End User account and processed
                           to be billed to the same or another End User.

                           Returns (Unbillables) represent the value of messages
                           that have been rejected for billing by SBC Telco and
                           returned to the Customer.

                           Recourse Adjustments are the amounts debited or
                           credited each settlement period to the Total Current
                           Billable Amount. Recourse adjustments include SBC
                           Telco and Customer initiated End User Adjustments,
                           and Uncollectible Adjustments, defined as follows:

                           -        End User Adjustments are the billed amounts,
                                    which SBC Telco removes from End User
                                    balance due, in accordance with this
                                    agreement.

                           -        Uncollectible adjustments are the amount of
                                    non-deniable revenues adjusted through SBC
                                    Telco's uncollectible system on final
                                    accounts at time of write-off.

                           Uncollectible Bad Debt Allowance is an amount
                           deducted from Total Current Billable Amount adjusted
                           for Billed Taxes and Recourse Adjustments to
                           compensate for losses resulting from failure of End
                           Users to pay Final Customer Bill amounts due.
                           Derivation of the Uncollectible Bad Debt Allowance is
                           defined in Section 1.1.3.

                           Customer messages lost by SBC Telco will be estimated
                           by SBC Telco based upon procedures defined in this


                                       4
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                    SWBT, PB, NB

                           Agreement and, if not previously calculated in the
                           Purchase of Accounts Receivable, SBC Telco will add
                           to the Amount Due the Customer.

                           Uncollectible True-Up Amounts are amounts resulting
                           from quarterly true-up calculations as defined in
                           Section 1.1.4.

                           Amount Due the Customer represents the Net Purchase
                           amount for Accounts Receivable.

                           Amount Due SBC Telco equals all charges due or to
                           become due to SBC Telco under this Agreement and any
                           applicable tariff.

                           Net Purchase of Accounts Receivable amount is the
                           Amount due the Customer less the Amount Due SBC
                           Telco.

         1.1.3.   Uncollectible Bad Debt Allowance (Discounted)

                  For each settlement, SBC Telco will subtract an uncollectible
                  bad debt allowance amount for Uncollectibles from the Total
                  Current Billable Amount, adjusted by Recourse Adjustments,
                  Billed Taxes, Surcharges and Unbillables. Uncollectibles are
                  amounts billed by SBC Telco to End Users on final End User
                  bills that are added to the Uncollectible (realized) Accounts
                  of SBC Telco. SBC Telco will determine the Customer's
                  uncollectible bad debt allowance amount for Uncollectibles for
                  each settlement by multiplying the Total Current Billable
                  Amount, adjusted by Recourse Adjustments, Billed Taxes,
                  Surcharges and Unbillables by the Customer uncollectible
                  factor as determined below:

                  1.1.3.1. New Customers

                           Until valid uncollectible data can be accumulated by
                           SBC Telco on the Customer, normally 6 (six) to 9
                           (nine) months of realized uncollectible monthly
                           activity, the Customer's uncollectible factor will be
                           set at 25% for the first two months, defined as the
                           Customer submitting billings to SBC Telco no less
                           eight consecutive weeks over a two calendar month
                           time frame. After the first two months of billings as
                           defined above, the factor will set to an industry
                           average for like billings or another surrogate factor
                           acceptable to SBC Telco, and will be applied to the
                           Customer's account receivables; provided however, the


                                       5
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                    SWBT, PB, NB

                           two month reserve will in no event be less than 50%
                           of the largest one month's billing submitted to SBC
                           Telco by the Customer.

                  1.1.3.2. Existing Customers

                           To determine the Customer uncollectible bad debt
                           allowance factor, SBC Telco will determine from its
                           bill records the dollar amount billed on the final
                           End User bills which have deemed as uncollectible.
                           These amounts are added to the realized uncollectible
                           accounts (uncollectible amount) for the most recent
                           quarterly period as defined by SBC Telco. This
                           uncollectible amount will include adjustments to
                           account for any payments received by SBC Telco for
                           outstanding final Customer billed amounts that were
                           declared uncollectible prior to the most recent
                           quarter. The uncollectible amount will not include
                           uncollected late payment charges applied to the End
                           User bill.

                  1.1.3.3. An uncollectible apportionment system will be used by
                           SBC Telco each month to determine the total realized
                           uncollectible amounts for each Customer which is
                           provided Bill Processing Service by SBC Telco.

                  1.1.3.4. SWBT only - The realized uncollectible amount for the
                           Customer determined through the apportionment system,
                           will be divided by the Total Current Billable Amount,
                           plus or minus returns, plus rebills, plus or minus
                           Recourse Adjustments, plus taxes for the same quarter
                           to develop the Customer uncollectible bad debt
                           allowance factor.

                           PB/NB only - The realized uncollectible amount for
                           the Customer determined through the apportionment
                           system, will be divided by the Total Current Billable
                           Amount, plus or minus returns, plus rebills, plus or
                           minus Recourse Adjustments, for the same quarter to
                           develop the Customer uncollectible bad debt allowance
                           factor.

                  1.1.3.5. This uncollectible apportionment system will utilize
                           actual Customer realized uncollectible amount from
                           End User accounts in order to determine realized
                           amounts.

                  1.1.3.6. The most recent uncollectible bad debt allowance
                           factor will be used by SBC Telco until a revised
                           uncollectible


                                       6
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                    SWBT, PB, NB

                           bad debt allowance factor is determined in the
                           succeeding study period.

                  1.1.3.7. In the event of negative or zero uncollectible bad
                           debt allowance factor occurs, SBC Telco may utilize
                           either an industry average factor, the Customer's
                           prior quarter factor, or another surrogate factor
                           which represents the Customer's prior uncollectible
                           history.

                  1.1.3.8. Notwithstanding the above, SBC Telco retains the
                           right to adjust the Customer's uncollectible bad debt
                           allowance factor should the Customer's
                           uncollectibles, adjustments and/or billable revenues
                           fluctuate to such an extent as to appear unstable and
                           insufficient to cover projected write-offs, or
                           abruptly change.

         1.1.4.   Uncollectible True-Up

                  SBC Telco will determine the time at which the history of the
                  Customer's realized uncollectibles is sufficient to establish
                  the Customer specific uncollectible bad debt allowance factor
                  (normally 9 to 12 months of realized uncollectible monthly
                  activity). After this Customer specific factor has been
                  developed and applied for a quarterly period, the following
                  uncollectible true-up procedure will be implemented.

                  1.1.4.1. During the quarterly period, if the realized
                           uncollectible (write-offs) plus the required
                           uncollectible reserve amount as defined below in
                           Section 1.1.5 (reserve) differ from the total
                           uncollectible bad debt allowance amount discounted
                           from each settlement (discounted uncollectibles) plus
                           the reserve currently held by SBC Telco, a true-up
                           amount will be calculated. This difference shall
                           equal the true-up amount. SBC Telco will net the
                           true-up amount from the Purchase of Accounts
                           Receivable Amount due the Customer. The formula for
                           the true-up is as follows:

                           Total Current Quarter's Realized Uncollectibles

                           +        The current quarter's required reserve
                                    amount

                           ----------------------------------------------------

                           = Total current quarter's realized uncollectible and
                           reserve requirement

                           -        The appropriate quarter's discounted
                                    uncollectibles


                                       7

<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                    SWBT, PB, NB


                           -        Prior quarter's reserve amount held by SBC
                                    Telco

                           ---------------------------------------------------

                           =        +/- True-up amount


                           A positive true-up amount will be due SBC Telco and a
                           negative true-up amount will be due the Customer.

                  1.1.4.2. This formula allows for an actual true-up on realized
                           uncollectibles and the maintenance of an ongoing
                           required reserve amount.

                  1.1.4.3. The true-up amount will be calculated at the end of
                           the month following the close of the quarterly
                           period. The true-up settlement will be included in
                           the calculation of the Amount Due the Customer.

                  1.1.4.4. If the actual net bad debt realized is greater than
                           the Estimated Bad Debt, SBC Telco will deduct the
                           difference from the next available purchase of
                           accounts receivable or, if the next scheduled
                           purchase of accounts receivable is less than the
                           difference, SBC Telco may issue a separate invoice to
                           the Customer for the difference. The Customer will
                           pay such separate invoice within 5 business days of
                           receipt. In the event the Customer fails to pay the
                           separate invoice within 5 business days of receipt,
                           SBC Telco may immediately discontinue any or all
                           billing services offered under this Agreement.

                  1.1.4.5. A final true-up will be performed on 9 -12 months of
                           data following the termination of billing and
                           collections Bill Rendering services. The formula for
                           the final true-up is:

                           All realized uncollectibles not previously tuned-up

                           -        All discounted uncollectibles not previously
                                    trued-up

                           -        Current reserve held by SBC Telco

                           ----------------------------------------------------

                           =        Final true-up amount


                           A positive true-up amount will be due SBC Telco and a
                           negative true-up amount will be due the Customer.

                  1.1.4.6. The final true-up will be calculated by the end of
                           the 9* to


                                       8
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                    SWBT, PB, NB


                           12th month following termination of billing and
                           collections Bill Rendering services. The true-up
                           settlement will be made within 90 days thereafter.

                  1.1.5.   Reserve Requirement

                           SBC Telco will apply the following procedures in
                           calculating the required reserve amount:

                           1.1.5.1. Until such time as SBC Telco has established
                                    a Customer specific uncollectible factor,
                                    the reserve requirement will be based on no
                                    less than 50% of the largest one month's
                                    billings submitted to SBC Telco by the
                                    Customer.

                           1.1.5.2. For Customers whose total adjustments exceed
                                    10% of the Customer's billed revenues in any
                                    one (1) month or should the Customer's
                                    uncollectibles adjustments and/or billed
                                    revenues fluctuate to an extent as to appear
                                    unstable or insufficient to cover projected
                                    write-offs, or abruptly change, the required
                                    reserve amount will be calculated as
                                    follows:

                                    Total realized uncollectibles for the
                                    current quarterly period x (multiplied) .667

                                    +        The amount of adjustments
                                             experienced in the prior three
                                             months of billings with respect to
                                             live accounts. Current reserve held
                                             by SBC Telco

                                    +        The amount of revenues adjusted in
                                             the prior three months through SBC
                                             Telco's uncollectible system on
                                             final accounts at write-off

                                    ------------------------------------------

                                    =        Required Reserve Amount


                                    The required reserve amount for Customers
                                    not subject to procedures defined in 1.1.5.1
                                    and 1.1.5.2 above will be established and
                                    maintained by SBC Telco as a current reserve
                                    and will be determined by calculating the
                                    total realized uncollectibles for the
                                    current quarterly period x (multiplied)
                                    .667.

                           1.1.5.3. (Pacific Bell and Nevada Bell only) In
                                    addition to the Customer's reserve
                                    requirement defined above, the Customer's
                                    minimum annual purchase of service
                                    requirements will be reviewed on a quarterly
                                    basis and


                                       9
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                    SWBT, PB, NB


                                    any prorated short fall will be maintained
                                    in the reserve requirement based on the
                                    following calculation:

                                    Number of months of services for the current
                                    term of the Agreement (less any reduction of
                                    time for service start up) x (multiplied)
                                    one-twelfth (1/12) of the annual required
                                    minimum purchase of service


                                    -        All annual billing and collection
                                             charges

                                    -------------------------------------------

                                    =        Required Reserve Amount


                                    A positive amount will be calculated into
                                    the Customer's reserve requirement. A
                                    negative amount will not require a reserve
                                    requirement for the minimum annual purchase
                                    of service.

                           1.1.5.4. Notwithstanding the above, SBC Telco at its
                                    sole discretion reserves the right to
                                    increase the reserve amount, if the
                                    Customer's uncollectibles, adjustments,
                                    minimum annual purchase of service (Pacific
                                    Bell and Nevada Bell), and/or billable
                                    revenues fluctuate to such an extent that
                                    the reserve no longer appears sufficient to
                                    cover the projected write-offs. This may be
                                    accomplished by increasing the bad debt
                                    allowance factor and/or by withholding
                                    payments due to the Customer, as SBC Telco
                                    shall deem necessary to cover the risk
                                    involved or require the Customer to fund the
                                    increased reserve amount.

                           1.1.5.5. Deposits and Reserves

                                    In the event the Customer has not
                                    established credit with SBC Telco or has
                                    information services billings that are 25%
                                    or greater of its projected or actual total
                                    billed revenue, or has repeatedly failed to
                                    pay SBC Telco in a timely manner for Billing
                                    and Collection Services provided by SBC
                                    Telco under previous billing agreements, or
                                    fail to pay the charges for the services
                                    provided under this Agreement in a timely
                                    manner, SBC Telco shall have the right to
                                    require a deposit from the Customer to
                                    guarantee payment. The deposit shall be the
                                    actual or estimated charges for services,
                                    including amounts for anticipated
                                    Adjustments and uncollectibles, for
                                    providing the Service to the Customer for a
                                    four month period. The anticipated
                                    Adjustments and


                                       10




<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                    SWBT, PB, NB

                                    uncollectibles shall be based on the greater
                                    of the Customer's historical Adjustment and
                                    uncollectible for the Customer's type of
                                    telecommunications services. SBC Telco
                                    reserves the right to increase the deposit
                                    in the event the Customer's billing volumes
                                    increase to the extent that the existing
                                    deposit no longer represents the actual
                                    charges for services, over a four month
                                    period. Upon termination of the service, SBC
                                    Telco shall credit the amount of the deposit
                                    to the Customer's account and any remaining
                                    credit balance will be refunded or credited
                                    to the Customer's account prior to
                                    termination of the Service if the Customer
                                    has promptly paid all relevant charges for a
                                    period of one year.

                  1.1.6    PARS Issuance Date (SWBT Only)

                           SWBT ONLY - SWBT will issue the Purchase of Accounts
                           Receivable Statement to the Customer no later than
                           fifteen (15) business days following the entry of
                           message data into SWBT's Master File Maintenance
                           system for program processing for all applicable SWBT
                           data processing centers, (normally three (3) to six
                           (6) business days from date of receipt).
                           Notwithstanding the above, the Purchase of Accounts
                           Receivable Statement will not be issued when the
                           amount due the Customer is a negative amount. SWBT
                           will issue a preliminary PAR.

                  1.1.7.   Payment Date

                           SWBT ONLY - For pre End User billing purchase of the
                           Customer's accounts receivable, the net amount due
                           the Customer from SWBT for each file or rated
                           messages will be payable on the payment date which
                           will determined by adding forty-two (42) days to the
                           date the files are processed by SWBT. Files will be
                           processed in all data centers within three (3) to six
                           (6) business days of receipt by SWBT.

                           PB/NB ONLY - For pre End User billing purchase of the
                           Customer's accounts receivable, the net amount due
                           the Customer from Pacific Bell/Nevada Bell for each
                           file or rated messages will be payable on the payment
                           date which will determined by adding fifty (50) days
                           to the date the files are processed by Pacific
                           Bell/Nevada Bell. Files will be processed in all data
                           centers within three (3) to six (6) business days of
                           receipt by Pacific Bell/Nevada Bell.

                           1.1.7.1. If such payment date falls on a Sunday or on
                                    a Holiday which is observed on Monday,
                                    payment date shall be the first non-Holiday
                                    day following such Sunday or Holiday.


                                       11


<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                    SWBT, PB, NB

                           1.1.7.2. If such payment date falls on a Saturday or
                                    on a Holiday which is observed on Tuesday,
                                    Wednesday, Thursday or Friday, the payment
                                    date shall be the last non-Holiday day
                                    preceding such Saturday or Holiday.

                           1.1.7.3. SWBT ONLY - SWBT may, for ease of
                                    administration, combine payments due for
                                    files received on different days within a
                                    five (5) day period. The settlement date
                                    will then be determined by adding forty-two
                                    (42) days to the midpoint of the period
                                    (said period not to exceed five (5) days)
                                    over which the billable messages are
                                    received.

                                    PB ONLY - Pacific Bell may, for ease of
                                    administration, combine payments due for
                                    files received on different days within a
                                    five (5) day period. The settlement date
                                    will then be determined by adding fifty (50)
                                    days to the midpoint of the period (said
                                    period not to exceed five (5) days) over
                                    which the billable messages are received.

                                    NB ONLY - Nevada Bell may, for ease of
                                    administration, combine payments due for
                                    files received on different days within a
                                    calendar month period. The settlement date
                                    will then be determined by adding fifty (50)
                                    days to the midpoint of the period (said
                                    period not to exceed calendar month) over
                                    which the billable messages are received.

                  1.1.8.   Payment Method

                           Any payment to the Customer from SBC Telco of one
                           hundred thousand dollars ($100,000) or more must be
                           transmitted by SBC Telco to a designated bank account
                           of the Customer (to be provided to SBC Telco by the
                           Customer) by electronic funds transfer. Any payment
                           to the Customer from SBC Telco less than one hundred
                           thousand dollars ($100,000) may be paid at SBC
                           Telco's option by electronic fund transfer as
                           described above or by check or draft to the payee's
                           address (to be provided to SBC Telco by the
                           Customer).

                           If any portion of the net settlement amount is
                           received by the Customer in funds that are not
                           immediately available to the Customer, then a late
                           payment charge shall be due the Customer, unless the
                           payment is being held for reserve requirements. SBC
                           Telco will have full responsibility for ensuring that
                           payment is received by the payment date.




                                       12

<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                    SWBT, PB, NB

                  1.1.9.   Payment Detail

                           Any draft payment to the Customer from SBC Telco must
                           be accompanied by the reference number utilized by
                           SBC Telco for the Purchase of Accounts Receivable
                           Statement being paid.

                  1.1.10.  Late Payment Charge

                           Any payment received by the Customer after the
                           payment date or any payment received in funds, which
                           are not immediately available to the Customer on the
                           payment date, will be subject to a late payment
                           charge. The late payment charge shall be the portion
                           of the Amount Due the Customer (as defined in 1.1.)
                           received after the payment date times a late factor.
                           The late factor shall be six percent (6%) per annum
                           prorated on a daily basis (6% divided by 365), or the
                           maximum rate allowed by law in each state
                           jurisdiction, whichever is less. Any late payment
                           charge may be remitted separately to the Customer or
                           at SBC Telco's option combined with a Purchase of
                           Accounts Receivable payment.

                  1.1.11.  Late Payment Resulting from Bank Error

                           Any late payment resulting from bank error will not
                           be subject to the late payment charge provided SBC
                           Telco can verify that it was not at fault. Rather,
                           the discrepancy will be resolved by the bank(s)
                           involved. It is the responsibility of SBC Telco to
                           notify the bank(s) involved and coordinate resolution
                           of the discrepancy.

                  1.1.12.  Negative Amount due the Customer

                           The Customer and SBC Telco agree that in the event
                           the calculation of any Purchase of Accounts
                           Receivable results in a negative amount due the
                           Customer, SBC Telco may at its sole discretion 1)
                           recalculate and reduce the amount of prior pending
                           accounts receivable purchase(s) by the current
                           negative amount due, or 2) hold payment of any
                           pending account receivable purchase(s), otherwise due
                           the Customer, without penalty until such time as the
                           Customer submits new billings which are sufficient to
                           result in SBC Telco's calculation of a subsequent
                           Purchase of Accounts Receivable with a positive
                           amount due the Customer, taking into consideration
                           the negative amount due from prior purchase(s), or 3)
                           issue a bill to the Customer for the amount due SBC
                           Telco.


                                       13









<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                    SWBT, PB, NB


                                   1.1.12.1. The Customer and SBC Telco agree
                                             that the payment date for accounts
                                             receivable purchase(s) suspended
                                             for payment as defined above will
                                             be due the Customer ten (10)
                                             additional business days from the
                                             date on which a positive or
                                             recalculated amount due is
                                             calculated by SBC Telco or ten (10)
                                             additional business days from the
                                             original payment date, whichever is
                                             later.

                                   1.1.12.2. In addition to any other remedies,
                                             should the Customer fail to submit
                                             new billings in the required weekly
                                             interval to offset the negative
                                             amount due, SBC Telco may apply the
                                             Customer's reserve amount to offset
                                             and proceed with Termination of
                                             Services, as defined in this
                                             Agreement.


         1.2.     AMOUNT DUE SBC TELCO


                  1.2.1.   Calculation of Amount Due SBC Telco

                           The amount due SBC Telco equals all appropriate
                           billing and collection service charges for services
                           provided under this Agreement, or tariffs, including
                           amounts resulting from uncollectible true-up and
                           reserve requirements. These charges will be
                           summarized for the Customer.

                  1.2.2.   Billing Detail

                           Billing and Collection Service charges will be
                           provided to the Customer in the format described in
                           2.0, entitled Customer Billing Statement.

                  1.2.3.   Payment Date

                           1.2.3.1. Based on Pre-End User Billing with netting

                                    If the Amount Due the Customer is less than
                                    the amount due SBC Telco, the difference is
                                    due from the Customer to SBC Telco within 30
                                    days following the date of the Purchase of
                                    Accounts Receivable statement. SBC Telco at
                                    its option may net any negative amount due
                                    SBC Telco as set forth in 1.1.12. If the
                                    payment date would cause payment to be due
                                    on a Saturday, Sunday or SBC Telco/Customer
                                    bank Holiday, payment for the amount due SBC
                                    Telco will be as defined in 1.2.3.2.1. or
                                    1.2.3.2.2.



                                       14






<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                    SWBT, PB, NB

                  1.2.3.2. Based on Pre-End User Billing without netting

                           The payment date is determined by adding 30 days from
                           the preparation date of the statement detailing the
                           amount due SBC Telco (ASBS report from SWBT, Open
                           Billing report from PB/NB). The statement is to be
                           issued in accordance with Section 1.2.6. If the
                           payment date would cause payment to be due on
                           Saturday, Sunday or SBC Telco/Customer Bank Holiday
                           the payment for the amount due SBC Telco will be
                           defined as in 1.2.3.2.1. or 1.2.3.2.2.

                           1.2.3.2.1. If such payment date falls on a Sunday or
                                      on a Holiday which is observed on a
                                      Monday, the payment date shall be the
                                      first non-Holiday day following such
                                      Sunday or Holiday.

                           1.2.3.2.2. If such payment date falls on a Saturday
                                      or on a Holiday which is observed on
                                      Tuesday, Wednesday, Thursday or Friday,
                                      the payment date shall be the last
                                      non-Holiday preceding such Saturday or
                                      Holiday.

         1.2.4.   Payment Method

                  Any payment to SBC Telco from the Customer of one hundred
                  thousand dollars ($100,000) or more must be transmitted by the
                  Customer to a designated bank account of SBC Telco (to be
                  provided to the Customer by SBC Telco) by electronic funds
                  transfer. Any payment to SBC Telco from the Customer less than
                  one hundred thousand dollars ($100,000) may be paid by check
                  or draft to the payee's address (to be provided to the
                  Customer by SBC Telco), or by electronic fund transfer to a
                  designated bank account or SBC Telco (to be provided to the
                  Customer by SBC Telco). If any portion of the net settlement
                  amount is received by SBC Telco in funds which are not
                  immediately available to SBC Telco, then a late payment charge
                  shall be due SBC Telco. The Customer will have full
                  responsibility for ensuring that payment is received by the
                  payment date.

         1.2.5.   Payment Detail

                  Any payment to SBC Telco from the Customer must be accompanied
                  by the SBC Telco invoice number being paid.

         1.2.6.   Timeframe for Statement Issuance




                                       15







<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                    SWBT, PB, NB


                  Statements detailing the amount due SBC Telco (i.e., ASBS
                  reports from SWBT, Open Billing reports from PB/NB) must be
                  received by the Customer at least 20 days prior to the payment
                  date to allow the Customer adequate time to process payment.
                  Statements not received within this timeframe will not be
                  subject to the late payment charge for the number of days the
                  statement was late. It is the Customer's responsibility to
                  prove that a statement was received after the specified
                  timeframe.

         1.2.7.   Late Payment Charge

                  Any payment received by SBC Telco after the payment date or
                  any payment received in funds, which are not immediately
                  available to SBC Telco on the payment date, will be subject to
                  a late payment charge. The late payment charge shall be the
                  portion of the amount due SWBT (as defined in 1.2.1.) received
                  after the payment date multiplied by a late factor. The late
                  factor shall be six (6%) per annum prorated on a daily basis
                  (6% divided by 365), or the maximum rate allowed by law in
                  each state jurisdiction, whichever is less.

                  Any late payment charge may be billed separately by SBC Telco
                  or at SBC Telco's option netted against a Purchase of Accounts
                  Receivable payment.

         1.2.8.   Late Payment Resulting from Bank Error

                  Any late payment resulting from bank error will not be subject
                  to the late payment charge provided the Customer can verify
                  that it was not at fault. Rather, the discrepancy will be
                  resolved by the bank(s) involved. It is the responsibility of
                  the Customer to notify the bank(s) involved and coordinate
                  resolution of the discrepancy.

         1.2.9.   Right to Net

                  1.2.9.1. SBC Telco reserves the right to net against the
                           Customer accounts receivable purchases all Billing
                           and Collection Services which SBC Telco has not
                           received payment on or prior to the Payment Date of
                           the statement detailing the amount due SBC Telco.

                  1.2.9.2. Furthermore, SBC Telco has the right to net
                           outstanding non-Billing and Collection Service
                           charges, either billed on the same billing statement
                           as Billing and Collection Services charges or
                           separately billed, to the Customer's accounts
                           receivable purchases for those charges for which


                                 16


<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                    SWBT, PB, NB


                           SBC Telco has not received payment on or prior to the
                           Payment Date of the statement detailing the amount
                           due SBC Telco. These non-Billing and Collection
                           Service charges can include, but are not limited to,
                           Account Maintenance, Billing Name and Address,
                           Mechanized Data Gathering, Customer Name and Address,
                           Customer Name and Location, and On-Line Inquiry.

                  1.2.9.3. SBC Telco may, at its sole discretion, process all
                           future Purchase of Accounts Receivable under netting.
                           SBC Telco will apply any late payment penalty
                           incurred by the Customer. SBC Telco will notify the
                           Customer if such netting is required.

                  1.2.9.4. Should the Customer fail to submit new billings in
                           the required weekly interval to offset the amount
                           due, SBC Telco may apply the Customer's reserve
                           amount to offset the amount due and proceed with
                           Termination of Service, as defined in this Agreement.


         1.3.     SETTLEMENTS OF DISPUTED AMOUNTS


                  1.3.1.   Notification of Disputed Amount

                           Should either Party dispute any portion of the
                           amount due (as defined in Sections 1.1 and 1.2)
                           then, prior to initiating formal dispute resolution
                           proceedings, said Party shall notify the other Party
                           in writing of the nature and basis of the dispute.
                           The Customer may file a substantiated claim with SBC
                           Telco regarding Billing and Collection Charges or
                           revenue billed and not remitted as well as revenue
                           not billed under this Agreement. SBC Telco may file
                           a substantiated claim with the Customer for acts
                           taken under this Agreement. Such claims must provide
                           detailed documentation.

                  1.3.2.   Payment of Disputed Amount

                           1.3.2.1  Payment Under Protest

                                    Should a dispute arise regarding an amount
                                    due under this Agreement, a Party may,
                                    notwithstanding the continuing existence of
                                    the dispute, pay under protest the disputed
                                    amount due in accordance with settlement
                                    terms defined in Sections 1.1 and 1.2, buy
                                    each Party shall reserve and have



                                       17






<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                    SWBT, PB, NB


                                    claim against the other Party for
                                    reimbursement should the dispute finally be
                                    resolved in favor of the claimant.

                           1.3.2.2. Payment Withheld

                                    The claiming Party at its option may
                                    withhold payment of disputed amounts, when
                                    such a claim is made in writing with
                                    documentation and received by the other
                                    Party prior to the payment due date. The
                                    claiming Party will pay all non-disputed
                                    amounts as described in Section 1.1. or 1.2
                                    by the payment due date.

                  1.3.3.   Ultimate Settlement of Disputed Amount

                           The Party receiving the claim shall have 30 days from
                           the notification date, or other mutually agreed
                           period, to process the claim and notify the claiming
                           Party of the claim status.

                           1.3.3.l. For payment made under protest

                                    Should the claim, in whole or in part,
                                    ultimately be resolved in favor of the Party
                                    who has made payment under protest, that
                                    Party shall be entitled to a refund, with
                                    interest to the remittance date or as
                                    otherwise agreed to by the Parties, from the
                                    other Party. Interest on the settlement
                                    amount shall be calculated as follows:

                                    -        If the claim is received within six
                                             (6) months of the disputed
                                             charge(s), the interest will be
                                             calculated according to the late
                                             payment charge factor described in
                                             Paragraphs 1.1.10 or 1.2.7 from the
                                             date of the disputed payment
                                             amount.

                                    -        If the claim is received after six
                                             (6) months of the disputed
                                             charge(s), the interest will be
                                             calculated from receipt of the
                                             claim notification according to the
                                             late payment charge factor
                                             described in Paragraph 1.1.10 or
                                             1.2.7. After written notice to the
                                             paying Party that the claim has
                                             been sustained, the total amount
                                             due, with interest, to the
                                             remittance date or as otherwise
                                             agreed to by the Parties, shall be
                                             remitted no later than 30 calendar
                                             days following resolution.

                           1.3.3.2. For payment of disputed amounts when payment
                                    has been withheld


                                       18






<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                    SWBT, PB, NB


                                    Should the claim, in whole, ultimately be
                                    resolved in favor of the Party withholding
                                    payment, that Party will not be liable for
                                    the disputed amount of the claim. Should the
                                    claim, in whole or part, ultimately be
                                    resolved in favor of the other Party, the
                                    Party withholding payment shall immediately
                                    pay with interest to the remittance date or
                                    as otherwise agree to by the Parties, to the
                                    other Party. Interest on the settlement
                                    amount shall be calculated as defined in
                                    1.3.3.1.



                                       19



<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                            SWBT



SECTION 2 - APPLICABLE FOR:

         -      SOUTHWESTERN BELL TELEPHONE (SWBT)



                                       20
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                            SWBT


(SECTION 2.0 IS APPLICABLE TO SOUTHWESTERN BELL TELEPHONE ONLY)


2.0      CUSTOMER BILLING STATEMENT

         The Customer's billing statement is produced through SWBT's Ancillary
         Service Billing System (ASBS).

         2.1      Each Carrier Billing Statement will reflect prices for the
                  following elements as ordered:

                  2.1.1.   Bill Processing Service

                  -        Message Bill Processing: This per message charge is
                           applicable for all MTS messages which are passed
                           from SWBT's Master File Maintenance System to SWBT
                           Bill Processing Program(s).

                  -        Expanded Message Billing Charge: A variable per
                           message charge for SWBT approved telecommunications
                           related services or products billed through SWBT.

                  -        Pay Per Call Service Billing Charge: A per message
                           charge for services

                  -        Inquiry Services: A per message charge for billed
                           messages, when inquiry services are purchased.

                  -        Bill Rendering - Message Billed: A per bill rendered
                           charge for message billed services.

                  -        Bill Rendering - Invoice Billing: An optional per
                           page per bill rendered charge for Invoice Billing and
                           Collection Services. The Customer may elect to
                           purchase services on a rate element basis or choose
                           to purchase services on a per page billed basis.
                           (Note: This option can only be provided on a five
                           state basis for both intrastate and interstate
                           services.)

                           This per billed option includes the following
                           individual rate element in the per page prices:

                           -        Data transmission of the Customer's invoice
                                    billing records
                           -        Bill rendering
                           -        Message billing processing
                           -        Mechanized end user adjustments
                           -        Marketing messages (5 lines)
                           -        Marketing messages (up to 20 lines)


                                       21
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62

                                                                       Exhibit B
                                                                            SWBT


                           - Summary (Text) Records
                           - Expanded message billing charge

                  All other standard Billing and Collection Service rate
                  elements, as defined in Exhibit A of this Agreement, will be
                  charged to the Customer on a per use basis.

         -        End User Adjustment (Manual): A per adjustment charge for
                  manual adjustments to End User accounts to adjust Customer
                  charges when SWBT provides Support Services without Inquiry
                  or initiated by the Customer when SWBT provides Support
                  Services with Inquiry.

         -        Mechanized End User Adjustment: A per adjustment record charge
                  for adjustments which are sent in by the Customer in EMI
                  format for mechanized adjustments processing.

         -        Marketing Message (5 lines): A per phrase requested, per bill
                  rendered charge.

         -        Marketing Message (6-20 lines): A per phrase requested, per
                  bill rendered charge.

         -        Billing and Collection Development Charge: Per hour charge
                  applicable for analysis, design, development, testing and
                  implementation of the Customer requested business. Overtime
                  per hour rates are two times the per hour rate.

         -        Clerical Staff Charge: Per hour charge for clerical
                  utilization required for the Customer requested business.
                  Overtime per hour rates are two times the per hour rate.

         -        CPU Utilization Charge: Per hour charge for CPU utilization
                  required for the Customer requested business. Minimum on
                  hour increments.

         -        Data Transmission using CMDS I Network: A per record charge
                  for data sent or received when data transmission requires use
                  of the CMDS I network.

         -        Data Transmission using Customer Provided Networks: A per
                  record charge for data sent or received when data is
                  transmitted between the Customer provided network and SWBT.

         -        Overnight Delivery of Magnetic Tape(s): A per page charge for
                  overnight delivery of magnetic tape not prepaid by the
                  Customer.



                                       22
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                            SWBT

                           -        Phrase Summary (Text) Record: A per record
                                    charge applicable for EMI "015127" records
                                    submitted by the Customer and processed by
                                    SWBT.

                           2.1.2.   Billing Information

                           -        Standard SWBT CRIS Billing Information: A
                                    per record written charge to supply End User
                                    billing information created through normal
                                    daily system operations.

                           -        Customer (i.e., End User) Name and Address:
                                    A per request received for CNA services.

                           -        ICB (Individual Case Basis): Additional ICB
                                    charges will apply as appropriate.

                           -        PIU (Percent of Interstate Usage) Allocation
                                    of Charges: The Customer provided PIU factor
                                    will be utilized for the allocation of
                                    charges to the appropriate jurisdiction when
                                    a service cannot be specifically identified
                                    as interstate or intrastate. The Bill
                                    Rendering service will allocate on a 50% PIU
                                    basis when both intestate and intrastate
                                    Customer services are present on the End
                                    User's bill.


                  2.2.     Customer Bill Format


                           2.2.1.   Requirements for Customer Billing Statements
                                    (ASBS)

                                    Statements for Billing and Collection
                                    Services will be issued separately from
                                    access bills, and will include, but not be
                                    limited to, the following:

                                    2.2.1.1. All billed amounts detailed by rate
                                             element by jurisdiction, and
                                             associated with the period in which
                                             they were incurred.

                                    2.2.1.2. Adjustments (volumes and expenses)
                                             to billed amounts, in sufficient
                                             detail to permit the Customer to
                                             identify the reason for adjustment,
                                             the time period affected (with each
                                             adjustment broken out for the
                                             specific month covered),
                                             interstate/intrastate jurisdiction,
                                             and rate element.

                                    2.2.1.3. Charges will be identified by type
                                             of service category and by
                                             interstate/intrastate jurisdiction.

                                    2.2.1.4. Taxable/Surcharge amounts and
                                             percent of tax/surcharge amounts
                                             will be identified by state and
                                             local jurisdiction.


                                       23


<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                            SWBT



                                    These statements are produced through the
                                    Ancillary Service Billing System (ASBS).

                  2.2.2.   Overall Identification Requirements for Customer
                           Billing Statements

                           Each Customer Billing Statement will contain the
                           following overall identification information:

                           -        Company: Name of Customer.

                           -        Bill Date: The date the statement is
                                    created.

                           -        State: The state in which the Billing and
                                    Collection Service were performed.

                           -        Bill Period From and Through Dates: Period
                                    of time in which the service was provided.

                           -        Type of Account: The identification of the
                                    type of account covered by the statement
                                    should read "Ancillary Services Billing
                                    System".

                           -        Originating Company Code: The name that
                                    uniquely identifies the Local Exchange
                                    Company issuing the statement (if
                                    applicable).

                  2.2.3.   Detail of Adjustment Requirements for Customer
                           Billing Statements

                           Each Customer Billing Statement will contain the
                           following Details of Adjusted Amounts by Rate
                           Element:

                           -        Adjusted Date: The date the adjustment was
                                    applied.

                           -        Adjustment Phrase: Description of the type
                                    of adjustment. Includes the previous billing
                                    period from and through dates to which the
                                    adjustment applies (month by month
                                    specific).

                                    Also includes the specific rate element
                                    being adjusted.

                           -        Adjustment Amount/Volume Rate-Intrastate:
                                    The amount, volume and rate of the
                                    adjustment to intrastate charges.




                                       24







<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                            SWBT


                           2.2.4.   SWBT reserves the right, from time to time,
                                    to change the format of its Customer Billing
                                    Statement.




                                       25
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                          PB, NB




SECTION 3 - APPLICABLE FOR:

        -        PACIFIC BELL (PB)

        -        NEVADA BELL (NB)




                                       26
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                           PB/NB


(SECTION 3.0 IS APPLICABLE ONLY TO PACIFIC BELL AND NEVADA BELL ONLY)


3.0      CARRIER BILLING REQUIREMENTS


         3.1.     Pacific/Nevada shall bill Customer via the Carrier Billing
                  Statement for services rendered in accordance with the charges
                  outlined in this Agreement.

                  3.1.1.   Invoicing to Customer shall be on a monthly basis.
                           Each Carrier Billing Statement shall be for
                           approximately 30 days depending upon data processing
                           cutoff dates used by Pacific/Nevada.

                  3.1.2.   Detail of the charges shall be included on
                           Pacific's/Nevada's Carrier Billing Statement by rate
                           element as shown in the Rate Schedule (Exhibit A).

                  3.1.3.   Pacific's/Nevada's Carrier Billing Statement shall be
                           mailed to Customer via overnight mailing services or
                           NDM as mutually agreed to by the Parties. Copies
                           shall be provided only as mutually agreed to by
                           Pacific/Nevada and Customer. Customer shall receive
                           the Carrier Billing Statement no later than 22 days
                           prior to the billing due date.

                  3.1.4.   Billing information shall be segregated between
                           interstate and intrastate. Pacific/Nevada shall
                           calculate the current applicable Percent of
                           Interstate Usage (PIU) using the most current actual
                           usage when applying PIU.

                  3.1.5.   The Carrier Billing Statement shall be provided in
                           the following format:

                           3.1.5.1. Pacific's/Nevada's Carrier Billing Statement
                                    shall include all charges billed to Customer
                                    for services provided under this Agreement.
                                    Only those rate elements that are billed by
                                    Pacific/Nevada for Customer shall be
                                    included on the Carrier Billing Statement.
                                    For example, if Pacific/Nevada does not
                                    provide "inquiry" for Customer, that rate
                                    element shall not be shown on the Carrier
                                    Billing Statement. If a service is normally
                                    provided by Pacific/Nevada, the appropriate
                                    rate element(s) shall be shown on the
                                    Carrier Billing Statement whether or not
                                    applicable for a billing period.

                           3.1.5.2. The detail of adjustments shall be provided
                                    to Customer when applicable. This
                                    information shall include the


                                       27
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                           PB/NB


                                    category adjusted, a short description of
                                    the adjustment, the bill period, applicable
                                    rates an units, jurisdiction of the
                                    adjustment (i.e., interstate or intrastate)
                                    and the original Carrier Billing Statement
                                    number to which the adjustment is being
                                    made.

                           3.1.5.3. Where appropriate, any charges for
                                    developmental work made on behalf of
                                    Customer shall be based on the applicable
                                    hourly rate as set forth in the Rate
                                    Schedule (Exhibit A).

                           3.1.5.4. A separate amount shall be shown for
                                    interstate (which includes international)
                                    and intrastate.

                           3.1.5.5. Outside collection agency fees shall be
                                    included. Pacific/Nevada shall prorate such
                                    agency fees to Customer as a percent of
                                    total fees paid by Pacific/Nevada to outside
                                    collection agencies in a given month. This
                                    percent is based on the ratio of Customer
                                    "recovered dollars" collected on behalf of
                                    Pacific/Nevada against the End User's Single
                                    Balance Due. The term "recovered dollars"
                                    refers to the amount of outstanding End User
                                    charges which have been collected by the
                                    outside collection agency on behalf of
                                    Pacific/Nevada.

                           3.1.5.6. The Carrier Billing Statement total includes
                                    all outstanding amounts due from Customer.

                           3.1.5.7. Pacific/Nevada reserves the right from time
                                    to time, to change the format of the
                                    Customer Billing Statement.


                                       28
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                       Ameritech





        SECTION 4 - APPLICABLE FOR:

                -   AMERITECH




                                       29
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                       Ameritech


(SECTION 4.0 IS APPLICABLE ONLY TO AMERITECH ONLY)

4.0      SETTLEMENT TERMS

         4.1      Net Purchased/Collected Amount Due Customer

                  4.1.1    Formula for Calculation of the Net Purchase/Collected
                           Amount Due Customer

                           The Ameritech Operating Company (AOC) will use the
                           following formula for the calculation of the Net
                           Purchase/Collected Amount Due Customer for the
                           Purchase/Collection of Accounts Receivable:

                               Total Revenue Accepted

                           +   Total Billed Taxes/Surcharges (AOC-generated)

                           +/- Recoursed Adjustments, Duplicates, Unbillables
                               and Rebills

                           -   Anticipated Uncollectibles

                           +/- Uncollectible Settlement True-Up

                           +/- Reserve for Recoursed Adjustments

                           -   Gross Receipts Tax (if applicable)
                           -----------------------------------------------
                           =   Net Purchased/Collected Amount Due Customer


         A.       Total Revenue Accepted

                  Customer will provide data sets or transmissions to the AOC on
                  a prearranged schedule. The AOC edits the data sets for
                  untimely messages. The AOC also edits to assure the data sets
                  balance to totals predetermined by Customer and supplied in
                  the data set trailer records.

                  If there are no edit errors found in the pack header or
                  trailer records, individual message records are edited for
                  acceptability. The AOC purchases all the message records in
                  the pack that are determined to be acceptable.

                  The revenue on the Purchase/Collection of Accounts Receivable
                  Statement(s) will include all revenues accepted from the
                  transmissions for a specific journal month.

                  The revenue on the Purchase/Collection of Accounts Receivable
                  Statement(s) will include all revenues accepted from the
                  transmissions for a specific journal month.


                                       30
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                       Ameritech


         B.       Total Billed Taxes/Surcharges (AOC-generated)

                  Billed Taxes include all AOC-generated Federal, State, and
                  Local taxes and additional charges due to taxes that have been
                  billed to the End User. Surcharge amounts include all amounts
                  billed to the End User as directed by Customer.


         C.       Recoursed Adjustments, Duplicates, Unbillables, and Rebills

                  1.       Recoursed Adjustments

                           Recoursed Adjustments are amounts that the AOC
                           removes from end user balances and charges back to
                           the Customer via a deduction on the
                           Purchase/Collection of Accounts Receivable Statement.
                           They may be initiated by the Customer or by the end
                           user and include, but are not limited to, adjustments
                           made to end user bills to correct the charges on
                           current or prior bills; lawfully billed amounts
                           removed from end user balances at the direction of
                           the Customer; and disputed billed amounts removed
                           from end user balances.

                  2.       Discounts

                           Discounts are credits to an end user's account and
                           may apply on either an individual message basis or a
                           bulk basis. Discounts are subtracted on the
                           Purchase/Collection of Accounts Receivable Statement.

                  3.       Unbillables

                           Unbillables are messages or invoices which remain
                           unidentified after standard AOC investigation (e.g.
                           messages from a billing telephone number where no
                           account can be found), messages with invalid data
                           which are detected after successful processing of the
                           transmission and which fail standard AOC correction
                           procedures (e.g. invalid NPA NXX RAO combination) or
                           third number and/or collect messages received for
                           billing on an account which includes a "toll billing
                           exception" indicator.

                  4.       Rebills

                           Rebills are End User messages or invoices that the
                           AOC bills again to the same or other End User
                           accounts after having adjusted the message amounts
                           and applicable taxes. The original messages written
                           off


                                       31
<PAGE>

CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                       Ameritech


                  resulted in an Adjustment to End Users' accounts and
                  Adjustment to the Purchase/Collection of Accounts Receivable
                  Statement. Therefore, the rebills must be added back into the
                  Purchase/Collection of Accounts Receivable Statement.

                  The Federal, State, or Local taxes associated with the rebill
                  would be included in the "Total Billed Taxes" portion of the
                  Purchase/Collection of Accounts Receivable Statement.

         D.       Uncollectible Bad Debt Allowance (for Bad Debt on Accounts
                  Which Have Received Final Bills)

                  The AOC will subtract on the Purchase/Collection of Accounts
                  Receivable Statement an amount for Anticipated Uncollectibles.
                  Anticipated Uncollectibles are estimated amounts representing
                  the portion of the Total Revenue Accepted, plus or minus Taxes
                  and Surcharges, Recoursed Adjustments, Duplicates,
                  Unbillables, and Rebills - which the AOC expects will
                  ultimately become Realized Uncollectibles.

                  Realized Uncollectibles are amounts lawfully billed to End
                  Users by the AOC, which, after standard intervals and
                  application of standard collection procedures, the AOC
                  determines to be impracticable of collection and which are
                  added to the AOC's Realized Uncollectible Accounts and
                  identified with Customer.

                  The AOC will determine the amounts for Anticipated
                  Uncollectibles by multiplying the Total Revenue Accepted, plus
                  or minus adjustments, by the Uncollectible Factor, rounded to
                  the nearest 1/100,000th. The Uncollectible Factor will be
                  determined as described in subsections 1 to 3 as follows:

                  1.       Uncollectible Factor Initial Period (New Billing and
                           Collection Customer only)

                           At the time a new Customer orders Billing and
                           Collection Services, the AOC will determine the
                           Customer's Uncollectible Factor for the Initial
                           Period. The Initial Period shall be the first nine
                           months for which the Customer is provided Billing and
                           Collection Services if the ninth month is the last
                           month in a calendar quarter (i.e., March, June,
                           September, or December). If the ninth month is the
                           first or second month in a calendar quarter, then the
                           Initial Period shall


                                       32
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                       Ameritech


                           be the first eight or ten months for which the
                           Customer orders such service.

                  2.       Uncollectible Factor - Subsequent Periods

                           At the end of the Initial Period that Billing and
                           Collection Services are provided to the new Customer,
                           and at three-month intervals thereafter, the AOC will
                           revise the Uncollectible Factor to be used in
                           determining the Anticipated Uncollectible amounts for
                           the ensuing three-month period. Existing Customers,
                           who extend the term of their billing agreement(s),
                           will not begin a new nine-month initial period.
                           Rather, their existing Uncollectible Factor, as may
                           be updated at the previously established quarterly
                           intervals, will be carried forward to the new or
                           extended agreement. Where the AOC and Customer enter
                           into a new billing agreement, use of the existing
                           Uncollectible Factor and the previously established
                           quarterly intervals shall not be construed to
                           incorporate by reference any terms or conditions of
                           any previous Billing and Collections agreement
                           between the AOC and Customer.

                  3.       Calculation of the Uncollectible Factor

                           The Uncollectible Factor will be revised as follows:

                           (a)      The AOC will determine the total amount of
                                    all End User billing which, after standard
                                    intervals and application of standard
                                    collection procedures, was written off to
                                    the Realized Uncollectible Accounts of the
                                    AOC during the most recent three-month
                                    period. This Realized Uncollectible amount
                                    will reflect any payments, applicable
                                    deposits, and accrued interest converted to
                                    payments, or Recoursed Adjustments as
                                    described in Section 4.1.1.C preceding,
                                    which were applied during the most recent
                                    three-month period to End User accounts
                                    whose unpaid balances have been included in
                                    the Realized Uncollectible amounts for the
                                    same or earlier periods.

                           (b)      This total Realized Uncollectible amount
                                    will be used by the AOC in an apportionment
                                    study to determine the Uncollectible Bad
                                    Debt Allowance for each billing entity
                                    during the three-month period. Apportionment
                                    percentages used to determine each entity's
                                    Realized Uncollectibles will be based on the
                                    proportion of charges for those end


                                       33
<PAGE>

CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                       Ameritech


                                    user accounts written off during the
                                    three-month period.

                           (c)      Customer's Realized Uncollectible amount in
                                    the AOC for the most recent three-month
                                    period will be divided by Customer's
                                    Adjusted Revenue, in such AOC, plus or minus
                                    adjustments, for the three-month period
                                    ending six (6) months prior to the end of
                                    the most recent three-month period. The
                                    result of this calculation will be the
                                    Uncollectible Factor to be used by the AOC
                                    in the ensuing three-month period.

                           (d)      This factor will be used by the AOC as
                                    follows:


<TABLE>
<CAPTION>
                              Months of Study       Months Factor Applied
                            ----------------------------------------------
                            <S>      <C>   <C>      <C>     <C>      <C>
                             OCT     NOV   DEC      JAN     FEB      MAR
                            ----------------------------------------------
                             JAN     FEB   MAR      APR     MAY      JUN
                            ----------------------------------------------
                             APR     MAY   JUN      JUL     AUG      SEP
                            ----------------------------------------------
                             JUL     AUG   SEP      OCT     NOV      DEC
                            ----------------------------------------------
</TABLE>

                           E.       Uncollectible Settlement True-Up

                                    The AOC will true-up the difference between
                                    the amount of Anticipated Uncollectibles
                                    (Allowance for Uncollectibles) withheld and
                                    the amount of Realized Uncollectibles which
                                    actually resulted. The difference will be
                                    the Uncollectible Settlement True-Up. If the
                                    Realized Uncollectibles exceed the
                                    Anticipated Uncollectibles, the difference
                                    will be deducted from the Amount Due to the
                                    Customer. If the Anticipated Uncollectibles
                                    exceed the Realized Uncollectibles, the
                                    difference will be added to the Amount Due
                                    to the Customer.

                                    The True-Up Settlement will be implemented
                                    in the month following the end of the
                                    Initial Period that Billing and Collection
                                    Services are provided to a new Customer. The
                                    AOC will subtract the sum of the Realized
                                    Uncollectibles incurred during the Initial
                                    Period from the sum of the Anticipated
                                    Uncollectibles (Allowance for
                                    Uncollectibles) which were withheld during
                                    the period extending from the seventh
                                    previous month back through the first month
                                    of the initial period. The difference will
                                    be the True-Up Settlement that will appear
                                    on the Purchase/Collection of


                                       34
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                       Ameritech


                                    Accounts Receivable Statement issued the
                                    month following the end of the Initial
                                    Period.

                                    For example, if the Initial Period is
                                    January through September, the True-Up
                                    Settlement will be implemented on the
                                    October Purchase/Collection of Accounts
                                    Receivable Statement. The sum of the
                                    Realized Uncollectibles for January through
                                    September will be subtracted from the sum of
                                    the Anticipated Uncollectibles for January
                                    through March. The difference will be the
                                    True-Up Settlement amount that will appear
                                    on the October Purchase/Collection of
                                    Accounts Receivable Statement.

                                    After settling for the Initial Period, the
                                    True-Up Settlement will continue on a
                                    monthly basis. The amount of Realized
                                    Uncollectibles for the first previous month
                                    will be subtracted from the amount of
                                    Anticipated Uncollectibles for the fourth
                                    previous month. The difference will appear
                                    on the Purchase/Collection of Accounts
                                    Receivable Statement as the True-Up
                                    Settlement for the fourth previous month.

                                    For example, after settling for the Initial
                                    Period on the October Purchase/Collection of
                                    Accounts Receivable Statement, the True-Up
                                    Settlement for the November
                                    Purchase/Collection Statement will be
                                    calculated as follows: The amount of
                                    Realized Uncollectibles for October will be
                                    subtracted from the amount of Anticipated
                                    Uncollectibles for July. The difference will
                                    be reflected on the November
                                    Purchase/Collection of Accounts Receivable
                                    Statement as the True-Up Settlement for
                                    July.


                           F.       Reserve Requirement

                                    The AOC will apply the following procedures
                                    in calculating the required reserve amount:

                                    1.       Until such time as the AOC has
                                             established a Customer specific
                                             uncollectible factor, the reserve
                                             requirement will be based on no
                                             less than fifty percent (50%) of
                                             the largest one month's billings
                                             submitted to the AOC by the
                                             Customer.

                                    2.       For Customers whose total
                                             adjustments exceed 10% of the
                                             Customer's billed (accepted)
                                             revenues in any one (1) month or
                                             should the Customer's
                                             uncollectibles adjustments and/or
                                             billed (accepted) revenues
                                             fluctuate to an extent as to appear
                                             unstable or insufficient to


                                       35
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                       Ameritech


                                             cover projected write-offs, or
                                             abruptly change the required
                                             reserve amount will be calculated
                                             as follows:

                                    + Total realized uncollectibles for the
                                      current quarterly period x .667

                                    + The amount of adjustments experienced in
                                      the prior three months of billings with
                                      respect to live accounts

                                    = Required Reserve Amount

                                    3.       The required reserve amount for
                                             Customers not subject to procedures
                                             defined in F.1 and F.2 above will
                                             be established and maintained by
                                             AOC as a current reserve and will
                                             be determined by calculating the
                                             total realized uncollectibles for
                                             the current quarterly period x
                                             .667.

                                    4.       Notwithstanding the above, AOC at
                                             its sole discretion reserves the
                                             right to increase the reserve
                                             amount, if the Customer's
                                             uncollectibles, adjustments, and/or
                                             billable revenues fluctuate to such
                                             an extent that the reserve no
                                             longer appears sufficient to cover
                                             the projected write-offs. This may
                                             be accomplished by increasing the
                                             bad debt allowance factor and/or by
                                             withholding payments due to the
                                             Customer, as AOC shall deem
                                             necessary to cover the risk
                                             involved or require the Customer to
                                             fund the increased reserve amount.
                                             AOC can satisfy the reserve
                                             requirement for any AOC by netting
                                             a customer's PAR from any other
                                             AOC.

                                    5.       During the quarterly period, if the
                                             required uncollectible reserve
                                             amounts as defined above in Section
                                             F (Reserve) differ from the total
                                             Reserve currently held by AOC, a
                                             true-up amount will be calculated.
                                             This difference shall equal the
                                             Reserve True-Up amount. AOC will
                                             net the Reserve True-Up amount from
                                             the Purchase of Accounts Receivable
                                             Amount due the Customer. The
                                             formula for the Reserve true-up is
                                             as follows:

                                    Reserve True-up Formula

                                    + Total Current Quarter's required reserve
                                      amount

                                    - Prior quarter's reserve amount held by AOC
                                    ------------------------------------------



                                       36
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                       Ameritech


                                    = + Reserve True-Up Amount
                                      -

                                    A positive true-up amount will be due AOC
                                    and a negative true-up amount will be due
                                    the Customer.

                                    AOC may continue to hold the Reserve amount
                                    through the Final True-Up Upon Cessation of
                                    Billing and Collection Services.


                  G.       Gross Receipts Tax

                           Income from Accounts Receivable may be subject to a
                           State Gross Receipts Tax. If applicable, the Customer
                           will compensate the AOC for this additional tax
                           liability including a gross-up designed to offset the
                           additional tax liability caused by the reimbursement.
                           The AOC will calculate the Gross Receipts Tax amount
                           each bill month and subtract it in the calculation of
                           the Net Purchase/Collected Amount Due the Customer.

         4.1.2    Final True-Up Upon Cessation of Billing and Collection
                  Services

                  For a period of one year after the AOC ceases to provide
                  Billing and Collection Services to Customer, the AOC shall
                  continue to determine Recoursed Adjustments as set forth in
                  Section 4.1.1.C preceding, which are made during this one-year
                  period. The AOC will also continue to determine the Realized
                  Uncollectible amounts that occur during this one-year period.

                  The AOC will continue to provide the Customer the Purchase of
                  Accounts Receivable Statement during this one-year period and
                  will pay any net amounts owed to Customer. If the "Net Due" is
                  negative, amounts are to be paid within twenty (20) calendar
                  days from the Customer's receipt of the Purchase of Accounts
                  Receivable Statement Date, interest will be charged at the
                  rate described in Paragraph 4.1.7.

                  A.       Recoursed Adjustments

                           If a Reserve has not been established under Section
                           4.1.1.F in a sufficient amount to cover anticipated
                           Recoursed Adjustments, the AOC will subtract from the
                           last regular Purchase of Accounts Receivable
                           Statement(s) an amount for anticipated Recoursed
                           Adjustments during this one-year period. The AOC will
                           calculate the amount to be subtracted by multiplying
                           the total Recoursed Adjustments for the previous
                           twelve (12) months, as detailed on the
                           Purchase/Collection of Accounts Receivable
                           Statements,


                                       37
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                       Ameritech


                           times 25%. If in the AOC's discretion, the Reserve
                           established under Section 4.1.1.G preceding is
                           insufficient to cover anticipated Recoursed
                           Adjustments during this one year period, then the AOC
                           may increase the amount of the Reserve consistent
                           with the calculation under this Section 4.1.2.A.

                           This amount subtracted for anticipated Recoursed
                           Adjustments will be used on a monthly basis as an
                           offset against Recoursed Adjustments incurred by End
                           User accounts on behalf of Customer during the
                           one-year period. Customer may make additional
                           payments for anticipated Recoursed Adjustments.

                           After the one-year period has elapsed, the AOC will
                           determine the settlement amount by which the
                           Recoursed Adjustments exceeded or were less than the
                           anticipated Recoursed Adjustment. The AOC will
                           prepare a Settlement Statement one month after the
                           one-year period has elapsed which will reflect the
                           final settlement amount. The AOC will provide
                           Customer a copy of that statement and will make
                           available to Customer all documentation used in
                           preparation of the Settlement Statement.

                           The AOC will pay Customer the amount by which the
                           actual Recoursed Adjustments are less than the
                           anticipated Recoursed Adjustments or the Reserve
                           amount, as applicable. Customer will pay the AOC the
                           amount by which actual Recoursed Adjustments exceeded
                           the anticipated Recoursed Adjustments or Reserve
                           amount. Amounts owed are to be paid within twenty
                           (20) calendar days of receipt of the Settlement
                           Statement (Payment Date).

                  B.       Uncollectibles

                           The true-up settlement will continue on a monthly
                           basis during the one-year period to settle for the
                           last six months of billing prior to the end of the
                           contract.

                           The AOC will make twelve (12) additional monthly
                           true-ups. For the first six (6) months, the AOC will
                           subtract the amount of Realized Uncollectibles from
                           the amount of Anticipated Uncollectibles held in
                           reserve. The difference will be included in the
                           True-Up Settlement Section on the Purchase of
                           Accounts Receivable Statement(s).

                           The AOC will pay the Customer the amount by which the
                           Anticipated Uncollectibles exceeded the Realized
                           Uncollectibles. The Customer will pay the AOC the


                                       38
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                       Ameritech


                           amount by which Realized Uncollectibles exceeded
                           Anticipated Uncollectibles.

                           At the end of the one-year period, the AOC will pay
                           the Customer the amount by which the Anticipated
                           Uncollectibles exceed the Realized Uncollectibles.

                  C.       Special Anticipated Uncollectibles

                           The AOC may subtract from the last regular Purchase
                           of Accounts Receivable Statement(s) an amount for a
                           Special Anticipated Uncollectible amount. The AOC and
                           Customer will agree upon the amount to be subtracted.

                           This Special Anticipated Uncollectible Amount will be
                           used on a monthly basis as an offset against Realized
                           Uncollectibles incurred during the one-year period.

                           If the Special Anticipated Uncollectible Amount does
                           not occur before the one-year period has elapsed, the
                           AOC shall pay the Customer the Unused Special
                           Anticipated Uncollectible Amount.

                  D.       Unbillables

                           The Unbillable Amount will be subtracted on a monthly
                           basis during the one-year period. The Unbillable
                           Amount will be included on the Purchase/Collection of
                           Accounts Receivable Statement(s).

                  E.       Other Collection Fee

                           The Other Collection Fee (outside collection agency
                           fees) will continue to be included on the
                           Purchase/Collection of Accounts Receivable Statement
                           in the True-Up Settlement Section during the one-year
                           period.

                  F.       Netting Against Reserve or Other Amounts Withheld

                           If the Reserve or any amount withheld for a specific
                           type of anticipated adjustments under Section 4.1.2
                           is exhausted during the one year true up period, the
                           AOC may net any amounts owed by Customer for such
                           anticipated adjustment against amounts withheld for
                           any other type of anticipated adjustment.

         4.1.3    Statement of Amount Due the Customer

                  A Statement of Amount Due, e.g., the Purchase/Collection of
                  Accounts Receivable Statement, will be provided to the
                  Customer by the AOC on a monthly basis.



                                       39
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                       Ameritech


         4.1.4    Payment Date

                  The payment of the Purchase/Collection of Accounts Receivable
                  Statement is paid once per month. The Payment Date is
                  calculated by adding to the transmission receipt the average
                  number of days to bill (15 days for Message Ready, 6 days for
                  Invoice Ready), then adding the lag days (43 days), and then
                  calculating a weighted average of the transmissions. (Refer to
                  Attachment I for an example of the Payment Date Calculation.)

                  If the calculated Payment Date is a Saturday, Sunday, or
                  AOC/Customer bank Holiday, payment for the Net
                  Purchase/Collected Amount will be due to the Customer as
                  follows:

                  A.       If such Payment Date falls on a Sunday or on a
                           Holiday which is observed on a Monday, the Payment
                           Date shall be the first non-Holiday day following
                           such Sunday or Holiday.

                  B.       If such Payment Date falls on a Saturday or on a
                           Holiday which is observed on Tuesday, Wednesday,
                           Thursday, or Friday, the Payment Date shall be the
                           last non-Holiday day preceding such Saturday or
                           Holiday.

         4.1.5    Payment Method

                  Any payment to the Customer from the AOC may be paid by check,
                  or draft to the payee's lock box address, or by electronic
                  funds transfer to a designated bank account. Payment must
                  result in immediately available funds on the Payment Date. If
                  any portion of the Net Purchase/Collected Amount is received
                  by the Customer in funds that are not immediately available to
                  the Customer, then a Late Payment Penalty shall be due the
                  Customer. The AOC will have full responsibility for ensuring
                  that payment is received by the Payment Date.

         4.1.6    Payment Detail

                  Any payment to the Customer from the AOC must identify the
                  Purchase/Collection of Accounts Receivable Statement being
                  paid.

         4.1.7    Late Payment Penalty

                  If any portion of the Net Purchase/Collected Amount is
                  received by the Customer after the Payment Date, or if any
                  portion of the Net Purchase/Collected Amount is received by
                  the Customer in


                                       40
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                       Ameritech


                  funds which are not immediately available to the Customer,
                  then a Late Payment Penalty shall be due the Customer. The
                  Late Payment Penalty shall be the portion of the Net
                  Purchase/Collected Amount (as defined in Paragraph 4.1.1)
                  received after the Payment Date, times a late factor,
                  compounded daily for the number of calendar days from the
                  Payment Date to and including the date that the funds are made
                  available to the Customer. The factor for each day shall be
                  the lesser of:

                  A.       The highest interest rate (in decimal value) which
                           may be levied by law for commercial transactions in
                           the State in which the AOC provides Billing and
                           Collection Services to the Customer, or

                  B.       0.000454 per day compounded daily, resulting in an
                           effective annual rate of 18%.

         4.1.8    Late Payment Resulting from Bank Error

                  Any late payment resulting from bank error will not be subject
                  to the Late Payment Penalty provided the AOC can verify that
                  it was not at fault. Rather, the banks involved will resolve
                  the error. It is the responsibility of the AOC to notify the
                  banks involved and coordinate resolution of the error.


4.2      AMOUNT DUE THE AOC

         4.2.1    General

                  A Statement of the Amount Due the AOC will be provided to the
                  Customer by the AOC on a monthly basis. The Amount Due the AOC
                  equals all appropriate Billing and Collection Services charges
                  billed under contract or any applicable tariffs. Access
                  charges are not to be considered a portion of the Amount Due
                  the AOC as part of this Agreement.

         4.2.2    Payment Date

                  The Amount Due the AOC is due from the Customer on the same
                  date as the bill date but in the following month unless the
                  bill is received by the Customer less than twenty (20)
                  calendar days prior to that date, in which case the due date
                  shall be twenty (20) calendar days after the Customer's
                  receipt of the bill. It is the Customer's responsibility to
                  substantiate that a bill was received after the specified time
                  frame. If the Payment Date would cause


                                       41
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                       Ameritech


                  payment to be due on a Saturday, Sunday, or AOC/Customer/bank
                  Holiday, payment for the Amount Due the AOC will be as
                  follows:

                  A.       If such Payment Date falls on a Sunday or on a
                           Holiday which is observed on a Monday, the Payment
                           Date shall be the first non-Holiday day following
                           such Sunday or Holiday.

                  B.       If such Payment Date falls on a Saturday or on a
                           Holiday which is observed on Tuesday, Wednesday,
                           Thursday, or Friday, the Payment Date shall be the
                           last non-Holiday day preceding such Saturday or
                           Holiday.

         4.2.3    Payment Method

                  Any payment to the AOC from the Customer may be paid by check
                  or draft to the payee's address (to be provided to the
                  Customer by the AOC) or by electronic funds transfer to a
                  designated bank account of the AOC (to be provided to the
                  Customer by the AOC). Payment must result in immediately
                  available funds on the Payment Date. If any portion of the
                  Amount Due to the AOC is received by the AOC in funds that are
                  not immediately available, then a Late Payment Penalty shall
                  be due the AOC. The Customer will have full responsibility for
                  ensuring that payment is received by the Payment Date.

         4.2.4    Payment Detail

                  Any payment to the AOC from the Customer must identify the AOC
                  invoice being paid.

         4.2.5    Netting of Amount Due AOC

                  4.2.5.1. AOC reserves the right to net against the Customer
                           accounts receivable purchases all Billing and
                           Collection Services which AOC has not received
                           payment on or prior to the Payment Date of the
                           statement detailing the amount due AOC.

                  4.2.5.2. Furthermore, AOC has the right to net outstanding
                           non-Billing and Collection Service charges, either
                           billed on the same Billing statement as Billing and
                           Collection Services charges or separately billed, to
                           the Customer's accounts receivable purchases for
                           those charges for which AOC has not received payment
                           on or prior to the Payment Date of the statement
                           detailing the amount due AOC. These non-Billing and
                           Collection Service charges


                                       42
<PAGE>

CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                       Ameritech


                           can include, but are not limited to, Account
                           Maintenance, Billing Name and Address, Mechanized
                           Data Gathering, Customer Name and Address, Customer
                           Name and Location, and On-Line Inquiry.

                  4.2.5.3. AOC may, at its sole discretion, process all future
                           Purchase of Accounts Receivable under netting. AOC
                           will apply any late payment penalty incurred by the
                           Customer. AOC will notify the Customer if such
                           netting is required.

                  4.2.5.4. Should the Customer fail to submit new billings in
                           the required weekly interval to offset the amount
                           due, AOC may apply the Customer's reserve amount to
                           offset the amount due and proceed with Termination of
                           Service, as defined in this Agreement.


         4.2.6    Late Payment Penalty

                  Any payment received by the AOC after the Payment Date, or any
                  payment received in funds which are not immediately available
                  to the AOC on the Payment Date, will be subject to a Late
                  Payment Penalty. The Late Payment Penalty shall be the portion
                  of the Amount Due the AOC (as defined in Paragraph 4.1.1)
                  received after the Payment Date times a late factor,
                  compounded daily for the number of calendar days from the
                  Payment Date to and including the date that the funds are made
                  available to the AOC. The late factor for each day shall be
                  the lesser of:

                  A.       The highest interest rate (in decimal value) which
                           may be levied by law for commercial transactions in
                           the State in which the AOC provides Billing and
                           Collection Services to the Customer, or

                  B.       0.000454 per day compounded daily, resulting in an
                           effective annual rate of 18%.

         4.2.7    Late Payment Resulting from Bank Error

                  Any late payment resulting from bank error will not be subject
                  to the Late Payment Penalty provided the Customer can verify
                  that it was not at fault. Rather, the banks involved will
                  resolve the error. It is the responsibility of the Customer to
                  notify the banks involved and coordinate resolution of the
                  error.


                                       43
<PAGE>

CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                       Ameritech


4.3      SETTLEMENT OF DISPUTED AMOUNTS


         4.3.1    Notification of Disputed Amount

                  Either Party may dispute any portion of the Amount Due (as
                  defined in Paragraphs 4.1.1 and 4.2.1). Said Party shall
                  notify the other Party in writing of the nature and basis of
                  the dispute. The claim period shall be limited to six (6)
                  months from the issuance by AOC of the statement of Amount
                  Due.

         4.3.2    Payment of Disputed Amount

                  Should the dispute not be resolved by the Payment Date, the
                  payer shall, notwithstanding the continuing existence of the
                  dispute, pay the billed amount in accordance with settlement
                  terms defined in Subsections 4.1 and 4.2, but said Party shall
                  reserve and have claim against the other Party for
                  reimbursement if the dispute is resolved at a later date in
                  favor of the claimant.

         4.3.3    Ultimate Settlement of Disputed Amount

                  The Party receiving the notice of dispute shall have 30
                  calendar days from the notification date, or other mutually
                  agreed period, to process the claim and notify the claiming
                  Party of the claim status. Should the claim, in whole or in
                  part, ultimately be resolved in favor of the claimant, the
                  claiming Party shall be entitled to a financial settlement
                  from the other Party to the extent the claim was sustained. If
                  appropriate, interest on the financial settlement amount shall
                  be calculated and remitted as follows:

                  A.       Interest will be calculated according to the late
                           factor described in Paragraphs 4.1.7 or 4.2.6 and
                           will include the period from the date such
                           overpayment/underpayment was made available to the
                           payee through the date that the
                           overpayment/underpayment was made available to the
                           payer.

                  B.       After written notice to the claiming Party that the
                           claim has been sustained, the total amount of the
                           financial settlement shall be remitted no later than
                           31 calendar days following resolution.

         4.3.4    Retention of Supporting Data Concerning Disputed Amount

                  Both parties shall retain such detailed information as may
                  reasonably be required for resolution of the disputed amount
                  during the tendency of the dispute.


                                       44
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                    Attachment I
                                                                       Ameritech


Payment Date Calculation

The following example is for illustrative purposes only.



<TABLE>
<CAPTION>

      A      B      C        D           E        F           G             H
---------------------------------------------------------------------------------
<S>         <C>    <C>    <C>         <C>        <C>    <C>          <C>

   3/2/05    15     43    4/29/05     4/29/05     0      21,601.16           0.00
   3/9/05    15     43     5/6/05     4/29/05     7      26,331.44     184,320.08
  3/15/05    15     43    5/12/05     4/29/05    13      32,774.99     426,074.87
  3/23/05    15     43    5/20/05     4/29/05    21      20,337.08     427,078.68
  3/30/05    15     43    5/27/05     4/29/05    28      26,283.33     735,933.24
                                                        -------------------------
                                                        127,328.00   1,773,406.87
</TABLE>

I            1,773,406.87   +   127,328.00  =    14

J            5/13/05 (Assuming 5/13/05 is not a weekend, holiday, etc.)


A     Accepted Revenue Date
B     Average Days to Bill (15 days is used for Message Ready; 6 days is used
      for Account Ready)

C     Lag Days

D     Payment Date (A + B + C)

E     Earliest Payment Date Received

F     D-E

G     Revenue by Tape

H     Weighted Tape (F x G)

I     Total Weighted Tape/Total Tape Revenue

J     Payment Date all Tapes (E + I)


                                       45
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                            SNET


        SECTION 5 - APPLICABLE FOR:

                 - SOUTHERN NEW ENGLAND TELEPHONE (SNET)





                                       46
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                            SNET


SECTION 5.0 IS APPLICABLE ONLY TO SOUTHERN NEW ENGLAND TELEPHONE.)

5.0      SETTLEMENT TERMS

         5.1.     Amount Due Customer

                  Accounts Receivable - Southern New England Telephone (SNET)
                  will purchase accounts receivable for messages billed to
                  Customer end user accounts billed under this Agreement in
                  accordance with the provisions of this Section 5.

                  5.1.1.   Formula for Calculation of Amount Due Customer

                           SNET will use the following formula for calculation
                           of the dollar amount due Customer for the purchase of
                           accounts receivable prior to netting of the Billing
                           Services Charges:

                           Amount of Rated Messages Received

                           +/- Recourse Adjustments

                           -   Uncollectible Bad Debt Allowance

                           +/- Quarterly Uncollectible True-up Amount

                           -   Unbillables

                           +   Federal Excise Tax (if Customer to remit
                               directly)

                           +   Connecticut State Sales Tax (Customer required to
                               remit)

                  --------------------------------------------------------------

                           =   Amount Due Customer

                           Where:

                           A.       Amount of Rated Messages Received is the
                                    amount of the messages received by SNET from
                                    Customer for billing.

                           B.       Recourse Adjustments are the amounts debited
                                    or credited for end user adjustments in
                                    accordance with SNET' Inquiry Procedures,
                                    plus any Customer initiated adjustments.


                                       47
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                            SNET


                           C.       Uncollectible Bad Debt Allowance is an
                                    amount deducted on the Purchase of Accounts
                                    Receivable Statement to compensate for
                                    losses resulting from failure of the end
                                    user to pay final bill amounts due.
                                    Derivation of the Uncollectible Bad Debt
                                    Allowance is set forth in Section 5.1.2
                                    below.

                           D.       Quarterly Uncollectible True-up Amount
                                    reflects the amount by which the
                                    Uncollectible Bad Debt Allowance differs
                                    from the net realized uncollectibles.

                           E.       Unbillable messages are messages that cannot
                                    be posted to an end user account.

                           F.       Amount Due Customer represents the Net
                                    Purchase amount for Accounts Receivable.

                  5.1.2.   Derivation of Uncollectible Bad Debt Allowance

                           For each purchase of accounts receivable, SNET shall
                           subtract from the total accounts receivable an amount
                           for uncollectibles, subject to the following process:

                           A.       Initial Factor

                                    The uncollectible percentage will be 5.00%
                                    for the first three (3) full quarters of
                                    billing. At the end of the third full
                                    quarter of billing, a true-up will be
                                    performed and a new factor will be
                                    calculated, and shall be revised for each
                                    calendar quarter thereafter.

                           B.       Factor Calculation

                                    B.1)     Except as provided in B.2 below,
                                             the uncollectible factor will be
                                             determined by dividing Customer's
                                             realized uncollectible by
                                             Customer's total end user revenue
                                             billed for the prior quarter net of
                                             adjustments.

                                    B.2)     If 900 Service messages received
                                             for processing represent thirty
                                             percent (30%) or more of the total
                                             volume of messages received for
                                             processing (without editing) during
                                             a given calendar month then the
                                             uncollectible factor shall be ten
                                             percent (10%) or the factor
                                             calculated pursuant to B.1


                                       48
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                            SNET


                                             above, if the factor calculated
                                             pursuant to B.1 above is greater
                                             than ten percent (10%).

                           C.       Total Realized Uncollectible

                                    The total realized uncollectible is the
                                    amount of final customer bills remaining
                                    unpaid after SNET's standard collection
                                    efforts are completed. (Deposits held by
                                    SNET are applied to final bills when
                                    rendered.) This amount reduced by any
                                    payments received by SNET for outstanding
                                    uncollectibles from prior periods equals the
                                    total net realized uncollectible.

                           D.       Net Realized Uncollectible

                                    Customer's net realized uncollectible is
                                    computed monthly by applying an
                                    apportionment percentage for Customer as
                                    determined by SNET's monthly uncollectible
                                    apportionment study to the total realized
                                    uncollectible for the month.

                           E.       Factor Development

                                    The following table reflects the months used
                                    in the uncollectible bad debt factor
                                    development and months to which such factor
                                    shall apply.

<TABLE>
<CAPTION>
                           Uncollectible  Total Amount Billed
                              Realized     (Net Adjustments)     Factor Applied
                           for months of:    for months of:      to months of:
                           -------------- -------------------    --------------
                           <S>            <C>                    <C>
                           Oct, Nov, Dec     Jul, Aug, Sep        Jan, Feb, Mar
                           Jan, Feb, Mar     Oct, Nov, Dec        Apr, May, Jun
                           Apr, May, Jun     Jan, Feb, Mar        Jul, Aug, Sep
                           Jul, Aug, Sep     Apr, May, Jun        Oct, Nov, Dec
</TABLE>

                           If the factor calculated pursuant to section
                           5.1.2.B.1 is above ten percent (10%), this higher
                           factor shall remain in effect for a given quarter and
                           shall not be reduced to ten percent (10%) until the
                           calculated uncollectible factor is less than or equal
                           to ten percent (10%) for three consecutive months.

                  5.1.3.   Uncollectible True-up

                           5.1.3.1. Except as otherwise provided in 5.1.3.2
                                    below, if the net realized uncollectibles
                                    differ from the factored amount


                                       49
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                            SNET


                                    withheld from billed revenues, a true-up
                                    amount shall be calculated and either billed
                                    or remitted to the Customer, as appropriate.
                                    The true-up amount shall be calculated by
                                    the end of the month following the close of
                                    each quarter.

                           5.1.3.2. If 900 Service messages received for
                                    processing represent thirty percent (30%) or
                                    more of the total volume of messages
                                    received for processing (without editing)
                                    during a given calendar month (900 first
                                    month of purchase) then the total of all
                                    uncollectible bad debt allowance amounts
                                    shall be accrued for twelve (12) months.
                                    This twelve (12) months of allowance amounts
                                    shall be compared to the total amount of
                                    Customer's realized uncollectibles for all
                                    months prior to the true-up. The true-up
                                    shall be calculated on the twenty-fourth
                                    (24th) month following the 900 first month
                                    of purchase. Subsequent true-ups shall be
                                    calculated every twelve (12) months for the
                                    prior twelve (12) month period.

                  5.1.4.   Final True-ups at Termination

                           5.1.4.1. Upon termination of this Agreement, SNET
                                    shall withhold additional amounts thereby
                                    establishing a reserve to offset any service
                                    related costs and/or charges that may occur
                                    after settlement of Customer's final
                                    submission of Contract Messages. If the
                                    uncollectible bad debt allowance withheld
                                    for the Quarter prior to termination notice
                                    is less than the highest amount withheld
                                    during any Quarter during the previous
                                    eighteen (18) months, SNET shall reduce the
                                    Final purchase of accounts receivable by the
                                    difference. During the period of one (1)
                                    year following the settlement of Customer's
                                    final submission of messages, SNET shall
                                    subtract from the reserve amount any
                                    subsequent service related charges and/or
                                    Customer's Net Realized Uncollectible
                                    amounts. In the event that the service
                                    related charges and/or Customer's Net
                                    Realized Uncollectible amounts exceed the
                                    reserve during such one (1) year period,
                                    SNET shall invoice Customer for such excess.
                                    SNET shall, one (1) year following the
                                    settlement of Customer's final submission,
                                    provide Customer with a final accounting and
                                    remit any remaining amounts withheld or
                                    shall invoice Customer as appropriate.

                  5.1.5.   Payment Date


                                       50
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                            SNET



                           5.1.5.1  The date and revenue value of all Casual
                                    Billing transmissions (accepted messages)
                                    will be tracked by SNET from the first
                                    through the last day of each calendar month.
                                    The revenue value of Casual Billing
                                    transmissions received on each day of the
                                    month will be multiplied by the day (date)
                                    of the month that the transmission is
                                    received, plus one (1), to determine a
                                    weighted revenue value for all
                                    transmissions. At the end of each calendar
                                    month, the weighted revenue value of all
                                    Casual Billing transmissions for the month
                                    will be divided by the actual revenue value
                                    of all Casual Billing transmissions for the
                                    month. The result, using conventional
                                    rounding, will be the Average Transmission
                                    Receipt Date for the month. The cash lag
                                    time period referenced above will be added
                                    to each month's Average Transmission Receipt
                                    Date to determine the actual date of Payment
                                    (wire transfer) from SNET for each month's
                                    total transmissions. A copy of the Average
                                    Transmission Receipt Date calculation,
                                    including the Obligation ID and Serial
                                    Number of all transmissions received, will
                                    be attached to the PAR. For Casual Billing
                                    customers who provide only one transmission
                                    in a calendar month, the transmission
                                    receipt date alone will be utilized to
                                    calculate the Payment Date, and the formula
                                    referenced above will not apply.

                  5.1.6.   Payment Method

                           Any payment to the Customer from SNET will be
                           transmitted by SNET to Customer such that the funds
                           will be available to Customer on the payment date.

                  5.1.7.   Assignment of Accounts Receivable

                           Customer is prohibited from assigning, transferring,
                           selling, exchanging, or giving the accounts
                           receivable to any other entity or person. Any such
                           assignment, transfer, sale, exchange or gift is null
                           and void and will subject Customer to all
                           liabilities, expenses, costs including attorney's
                           fees expended and incurred by SNET in pursuing
                           exclusive ownership to the accounts receivable.

         5.2.     Amount Due SNET

                  5.2.1.   Calculation of Amount Due SNET

                           The amount due SNET is calculated based on the rates
                           contained in Exhibit A, multiplied by the appropriate
                           unit amounts for each month plus any applicable
                           taxes.


                                       51
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit B
                                                                            SNET


         5.2.2.   Netting Process

                  SNET shall deduct the amount due SNET from Customer as
                  calculated in Section 5.2.1. above from the amount due
                  Customer from SNET as described in Section 5.1. of this
                  Exhibit.

                  Furthermore, SNET has the right to net outstanding non-Billing
                  and Collection Service charges, either displayed on the same
                  billing statement as Billing and Collection Services charges
                  or separately billed, to the Customer's accounts receivable
                  purchases for those charges for which SNET has not received
                  payment on or prior to the Payment Date of the statement
                  detailing the amount due SNET. These non-Billing and
                  Collection Service charges can include, but are not limited
                  to, Account Maintenance, Billing Name and Address, Mechanized
                  Data Gathering, Customer Name and Address, Customer Name and
                  Location, and On-Line Inquiry.


                                       52
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62




                                    EXHIBIT C

                        BILLING AND COLLECTION SERVICES:
                             INVOICE BILLING SERVICE


REVISED MAY 25, 2001
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                TABLE OF CONTENTS



<TABLE>
<S>  <C>                                                                    <C>
1.0  DESCRIPTION OF INVOICE BILLING AND COLLECTION SERVICES..................1

2.0  TRANSMISSION............................................................1

3.0  UNBILLABLES.............................................................2

4.0  TAXES...................................................................2
</TABLE>


                                       i

<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit C
                                                         Ameritech, SWBT, PB, NB

NOTE: Invoice Billing is not available in Southern New England Telephone.


1.0      DESCRIPTION OF INVOICE BILLING AND COLLECTION SERVICES

         1.1.     Invoice Billing and Collection Services consist of End User
                  billing data records that have been invoice prepared and sent
                  to SBC Telco as an End User invoice. The invoice will contain
                  call detail that has been rated by the Customer and/or summary
                  records which may contain credits, adjustments, promotions,
                  discounts, other charges and taxes that have been calculated
                  by the Customer. SBC Telco will not be required to perform any
                  additional calculations on the Customer portion of the End
                  User bill.

         1.2.     SBC Telco maintains the sole right to modify and/or require
                  bill presentation formats in a manner consistent with SBC
                  Telco's own bill presentation format.

2.0      TRANSMISSION

         2.1      The Customer will transmit invoices in synchronization with
                  the End User's billing cycle as assigned by SBC Telco. SBC
                  Telco will not be required to alter existing cycles. The
                  Customer will transmit invoices no less than five (5) calendar
                  days prior to SBC Telco's scheduled End User billing period
                  dates (e.g., End User bill period 2/22/05 should be
                  transmitted no later than 2/18/05).

         2.2      Upon receipt of the invoices, SBC Telco will process them in
                  such a way that they may be incorporated with an End User's
                  next bill from SBC Telco according to SBC Telco's normally
                  scheduled billing cycle.

         2.3      If SBC Telco receives transmissions from the Customer for End
                  Users who do not fall in SBC Telco's next billing cycle, SBC
                  Telco will hold the Customer invoice for that End User until
                  the appropriate billing cycle.

         2.4      SBC Telco is to reroute the invoices to the correct SBC Telco
                  billing cycle if the Customer has routed them to the incorrect
                  SBC Telco billing cycle.

         2.5      Invoice formatted messages will not be forwarded to SBC Telco
                  with non-invoice formatted messages. If the Customer submits
                  messages for both invoice and non-invoice presentation on the
                  end user bill, a separate entity (CIC Code) will be required
                  for each.


                                       1

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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       EXHIBIT C
                                                         AMERITECH, SWBT, PB, MB

3.0      UNBILLABLES

         3.1      For purposes of invoice billing error investigation, the
                  invoice will not be split apart by SBC Telco if some of the
                  messages are billable and some are not. The entire invoice
                  will be returned to the Customer with the appropriate error
                  code.

4.0      TAXES

         4.1      The Customer will apply all applicable taxes to the End User
                  invoice data. SBC Telco will not calculate additional taxes on
                  the Customer invoice data. SBC Telco will bill the End User in
                  the format provided by the Customer within its invoice.

         4.2      The Customer acknowledges that SBC Telco will not maintain tax
                  reports for invoice billing. The Customer is solely
                  responsible to maintain all required tax information within
                  their own system.

         4.3      SBC Telco will remit payment to the Customer for the collected
                  taxes as part of the purchase of accounts receivables payment.

         4.4      Billed Taxes are defined for invoice billing to represent the
                  billed taxes (federal, state, and local) associated with all
                  the Customer revenue amounts included in the transmission. The
                  Customer is responsible for determining, calculating, and
                  advising SBC Telco of all taxes.


                                                                        MAY 2001


                                       2
<PAGE>

CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                    EXHIBIT D

                            BILLING AND COLLECTIONS:

                                   THRESHOLDS



REVISED DECEMBER 9, 2002

<PAGE>

CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                          Page


<S>    <C>                                                                 <C>
1.0    Southwestern Bell, Pacific Bell, Ameritech...........................1

2.0    Nevada Bell and SNET.................................................1
</TABLE>


                                       i
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit D


1.0      SOUTHWESTERN BELL, PACIFIC BELL, AMERITECH

         Complaint thresholds are measured using the number of complaints from
         Customer's End Users that are recorded by the SBC Telco's business
         offices. The complaint threshold for the above SBC Telcos is as
         follows:

<TABLE>
<CAPTION>
         Bills Rendered Per Month                         Complaint Percentage
         ------------------------                         --------------------
         <S>                                              <C>
         80,000 bills rendered or less                             0.5%
         80,001 - 300,000 bills rendered                           0.2%
         300,001 + bills rendered                                  0.1%
</TABLE>

         The formulas for determining specific complaint thresholds will be
         calculated by multiplying the number of bills rendered by the
         appropriate percentage. Therefore, the number of allowable complaints
         for each category would be as follows:

         1.       80,000 bills rendered or less will have a range of 0 - 400
                  complaints per month for two out of every three consecutive
                  months.

         2.       80,001 - 300,000 bills rendered will have a range of 401 - 600
                  complaints per month for two out of every three consecutive
                  months.

         3.       300,001 + bills rendered will have a range beginning with 601
                  complaints per month for two out of every three consecutive
                  months.


2.0      NEVADA BELL AND SNET

         To be determined


                                       1
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CINGULAR WIRELESS LLC
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                    EXHIBIT E

                        BILLING AND COLLECTION SERVICES:

                               MARKETING MESSAGES






REVISED MAY 2001


<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                        Page

<S>    <C>                                                              <C>
1.0    General Information.................................................1

2.0    Warranty............................................................1

3.0    Charges.............................................................2
</TABLE>




                                       i

<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit E


1.0      GENERAL INFORMATION

         1.1      Billing and Collection Customers can direct promotional,
                  informational or legally required communications/messages to
                  their End Users.

         1.2      The messages that may be printed are the Customer messages
                  that comply with SBC Telco requirements. SBC Telco reserves
                  the right, at its sole discretion to reject any Marketing
                  Message which in SBC Telco's opinion does not conform to the
                  requirements or is advertising a service competitive with a
                  service offered by SBC Telco or one of its affiliates.

         1.3      Customer is limited to two (2) Marketing Messages per End
                  User's monthly bill.

         1.4      SBC Telco will exercise all reasonable efforts to accommodate
                  an accelerated time frame for acceptance of the Customer
                  Marketing Message that is mandated by any governmental
                  authority with appropriate jurisdiction.

         1.5      All information submitted to SBC Telco pursuant to the
                  Marketing Messages procedures as described herein are
                  confidential to the Customer prior to inclusion on the End
                  User bill and will be treated by SBC Telco in a manner
                  consistent with Exhibit F of this Agreement.


2.0      WARRANTY

         2.1      If a Marketing Message is omitted from all or a portion of the
                  applicable End User invoice, and if such omission is due to
                  the fault or negligence of SBC Telco, SBC Telco will include
                  the Marketing Message on the next month's bill following
                  discovery by SBC Telco of the omission. The Customer will
                  timely retransmit the omitted Marketing Message upon
                  notification to do so from SBC Telco in order for SBC Telco to
                  include it on the next month's bills.

                  2.1.1    If due to the time sensitivity of the original
                           marketing Message, that is, having for its principle
                           subject some imminent event (e.g., Mother's Day), and
                           the foregoing remedy will not result in the End Users
                           receiving the Marketing Message before the occurrence
                           of such event, and accordingly the Customer does not
                           desire to utilize the Marketing Message in the next
                           mailing, the Customer will not send the Marketing
                           Message.

                  2.1.2    This Section 2.0 will constitute the Customer's sole
                           and exclusive remedy for the omission of a requested
                           Marketing Message from all or a portion of its End
                           User invoices.

         2.2      The Customer agrees to defend, indemnify, and hold SBC Telco,
                  its officers, directors, and employees harmless from and
                  against all loss, cost, liability, claims,


                                       1

<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit E


                  demands, actions, penalties, and damages, including but not
                  limited to attorneys' fees and costs, resulting from or
                  arising in connection with the Customer's Marketing Messages
                  including but not limited to claims or actions for defamation,
                  trademark, or trade secret infringement, invasion of privacy,
                  or use of false, deceptive, or misleading advertising or
                  practices.

         2.3      SBC Telco assumes no responsibility for reviewing or editing
                  the Customer's Marketing Message.

         2.4      In the event SBC Telco misprints a Marketing Message, SBC
                  Telco will use reasonable efforts to correct the error before
                  the Marketing Message is mailed and at no charge to the
                  Customer. The Customer will timely retransmit the misprinted
                  Marketing Message upon request from SBC Telco if it will help
                  SBC Telco in correcting the error prior to mailing. If a
                  Marketing Message is mailed with a material error caused by
                  SBC Telco, at the Customer's request SBC Telco will in order
                  to correct the error, mail a corrected version of the
                  Marketing Message as retransmitted by the Customer and as
                  agreed upon by both Parties in writing on the next month's
                  bill following discovery by SBC Telco of the misprint. There
                  will be no charge to the Customer for the SBC Telco
                  activities. The corrected version of the Marketing Message
                  will not impact the space available to the Customer for
                  Marketing Message text.

3.0      CHARGES

         3.1      The rates for Marketing Messages will be charged in accordance
                  with the rate elements as provided in Exhibit A of this
                  Agreement.

         3.2      The Customer will be charged for all Marketing Messages after
                  the service has been provided and the charges will be included
                  in the Customer's monthly carrier billing statement. All
                  charges for Marketing Messages are subject to the Late Payment
                  Charges.

                                       2

<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                    EXHIBIT F

                            BILLING AND COLLECTIONS:

                            PROPRIETARY INFORMATION









                                                               REVISED JUNE 2001


<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                         Page

<S>  <C>                                                                 <C>
1.0  Overview................................................................1

2.0  Identification of Proprietary Information Covered by This Exhibit.......1

3.0  Handling of Proprietary Information.....................................1

4.0  Proprietary Information Not Subject to Handling Restrictions............2

5.0  Permitted Uses..........................................................3

6.0  SBC Telco Non-Published Telephone Numbers...............................3

7.0  Filings with PUCs or Other Regulatory Agencies..........................3

8.0  Applicability of Statutes, Decisions and Rules..........................4

     Schedule 1..............................................................5
</TABLE>


                                       i
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit F


1.0      OVERVIEW

         It is recognized by the Parties that, in connection with the B&C
         Services to be provided by the SBC Telcos, the SBC Telcos and the
         Customer will have in their possession and control information in the
         form of data, records, reports, computer programs, end user customer
         lists and other documentation some of which is proprietary to the SBC
         Telcos, the Customer, to both, or to other entities and which is
         considered confidential (hereinafter, "Proprietary Information").


2.0      IDENTIFICATION OF PROPRIETARY INFORMATION COVERED BY THIS EXHIBIT

         The types or categories of the Parties' Proprietary Information
         intended to be covered by and protected under Exhibit F, and which is
         limited to information provided under the terms of this Agreement, are
         specifically designated by each Party in Schedule 1 of Exhibit F. For
         the purpose of defining the respective duties and obligations
         hereunder, the information set forth in Schedule I of Exhibit F is
         categorized and defined as follows:

         A.      SBC Telco Proprietary Information (Exhibit F, Schedule 1,
                 Section I) -- that which is proprietary to the SBC Telcos and
                 will not be used by the Customer, except as necessary for the
                 Customer to perform its obligation under this Agreement or as
                 may otherwise be consented to in writing by the SBC Telcos.

         B.      The Customer's Proprietary Information (Exhibit F, Schedule 1,
                 Section II) -- that which is proprietary to the Customer and
                 will not be used by the SBC Telcos, except as necessary for the
                 SBC Telcos to perform its obligations under this Agreement or
                 as may otherwise be consented to in writing by the Customer.


3.0      HANDLING OF PROPRIETARY INFORMATION

         Except for information not subject to the terms and conditions herein
         because of its prior disclosure of permitted or consented disclosure as
         described below, Proprietary Information of one Party ("Disclosing
         Party") that is possessed by the other Party ("Receiving Party"), shall
         be treated in accordance with the following terms and conditions:

         A.      The Receiving Party shall put in place and strictly enforce
                 (using all of its prerogatives, including appropriate
                 disciplinary action or termination of employment of its
                 employees or agents) procedures to ensure that its employees or
                 agents are aware of and fulfill the obligation under Exhibit F
                 to hold the Disclosing Party's Proprietary Information in
                 confidence.


                                       1

<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit F


         B.       Proprietary Information, consistent with the terms herein,
                  will be held in confidence by the Receiving Party and its
                  employees or agents; shall be treated with the same degree of
                  care as the Receiving Party would treat its own Proprietary
                  Information and, consistent therewith, shall not be disclosed
                  to third parties; shall be used only for the purposes stated
                  herein; and may be used or disclosed for other purposes, only
                  upon such terms and conditions as may be mutually agreed upon
                  by the Parties in writing.

         C.       Each Party acknowledges that a Party's Proprietary
                  Information, or third party information held by a Party, may
                  be commingled with Proprietary Information of the other Party.
                  Accordingly the Parties shall, to the extent practicable, use
                  good faith efforts to ensure that its own or third parties'
                  Proprietary Information shall be masked or rendered
                  mechanically inaccessible to the other Party. However, there
                  may be instances in which efforts to mask or screen such
                  Proprietary Information are impracticable, or in which
                  disclosure is inadvertent. In such instances, the Receiving
                  Party will neither use or disclose the Proprietary
                  Information, except as required to fulfill its obligations
                  under this Agreement.

         D.       Unless specifically directed otherwise by the requesting
                  authority, each Party agrees to give notice to the other
                  Party, prior to disclosure of Proprietary Information, of any
                  demand to disclose or provide Proprietary Information of said
                  other Party to other persons, under lawful process, prior to
                  disclosing or furnishing such Proprietary Information, and the
                  Party receiving the demand agrees to reasonably cooperate if
                  the other Party deems it necessary to seek protective
                  arrangements. A Party may provide Proprietary Information of
                  the other Party to implement, effect and enforce this
                  Agreement or the Party's tariffs; to meet the requirements of
                  a court, regulatory body or government agency having
                  jurisdiction over the Party; and will notify the Disclosing
                  Party so as to give the Disclosing Party a reasonable
                  opportunity to object to such disclosure, unless the court,
                  regulatory body or government agency requests that the Party
                  not notify the other Party. Nothing in this Exhibit requires
                  either Party to support or not support the position of any
                  person or entity on the issue of whether any particular
                  Proprietary Information is proprietary under applicable law or
                  this Exhibit.


4.0      PROPRIETARY INFORMATION NOT SUBJECT TO HANDLING RESTRICTIONS

         Notwithstanding any other provision of this Agreement, Proprietary
         Information described in Schedule 1 of Exhibit F shall not be deemed
         confidential or proprietary and the Receiving Party shall have no
         obligation to prevent disclosure of such Proprietary Information if it:

         A.       Is already known to the Receiving Party without restriction as
                  to its confidentiality;


                                       2
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit F



         B.       Is or becomes publicly known, through publications, inspection
                  of the product, or otherwise, and through no wrongful act of
                  Receiving Party;

         C.       Is received from a third party without similar restriction and
                  without breach of this Exhibit;

         D.       Is independently developed, produced, or generated by
                  Receiving Party;

         E.       Is furnished to a third party by the Disclosing Party without
                  a similar restriction on the third party's rights; or

         F.       Is approved for release by written authorization of the
                  Disclosing Party.


5.0      PERMITTED USES

         Notwithstanding other provisions of this Exhibit, either Party may
         provide, to the end user or any person the end user may designate
         through written notification upon request, any information relevant to
         the end user's account.

         Notwithstanding Section 3.B of Exhibit F, the SBC Telcos or an SBC
         Telco affiliate may use the Customer information, proprietary or
         otherwise, to provide end user inquiry services and to estimate
         facilities usage for jurisdictional separations, and for engineering
         and network planning. Such affiliate will be bound by the terms of this
         Exhibit.


6.0      SBC TELCO NON-PUBLISHED TELEPHONE NUMBERS

         The Customer agrees that it will not disclose any non-published SBC
         Telco end user telephone number to third parties (other than to the end
         user, or to an agent of the Customer). The Customer may disclose a
         non-published number to an agent for the purpose of contacting that end
         user on the Customer's behalf, but the Customer shall bind the agent
         not to disclose the number to anyone other than that end user. In
         addition, the Customer will hold the SBC Telcos harmless from any
         liability or loss resulting from the Customer's improper use of such
         non-published numbers, and shall indemnify the SBC Telcos for such loss
         including costs and fees of litigation.


7.0      FILINGS WITH PUCS OR OTHER REGULATORY AGENCIES

         The Parties agree that this Agreement and its Exhibits will be filed in
         those state jurisdictions that require such filings.

         The Parties acknowledge that this Agreement and its Exhibits contain
         commercially confidential information which may be considered
         proprietary by either or both Parties, and agree to limit distribution
         of the Agreement to those individuals in their respective


                                       3
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit F


         organizations with a need to know the contents of the Agreement. The
         Parties further agree to seek (if possible) commercial confidential
         status for the Agreement with any regulatory commission with which the
         Agreement must be filed, and similarly seek such status should
         commission staffs, or third parties require production of the Agreement
         in regulatory proceedings.


8.0      APPLICABILITY OF STATUTES, DECISIONS AND RULES

         Notwithstanding any other provision in this Agreement, a Party's
         ability to disclose information or use disclosed information is subject
         to all applicable statutes, decisions, and regulatory rules concerning
         the disclosure and use of such information which, by their express
         terms mandate a different handling of such information, including but
         not limited to Section 222 of the 1996 Telecommunications Act and any
         regulations promulgated pursuant thereto.


                                       4

<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit F

                                  SCHEDULE 1


PROPRIETARY INFORMATION

I.       SBC TELCO PROPRIETARY INFORMATION

         A.       SBC Telco end user specific information, including SBC Telco
                  IntraLATA toll usage

         B.       Directory Advertising

         C.       SBC Telco specific account information and information
                  relating to services provided by the SBC Telco to the End
                  User.

         D.       SBC Telco IntraLATA WATS and 800 usage

         E.       End User information, which is defined as treatment history,
                  return check history, treatment exemption indication, credit
                  information, and credit class.

II.      CUSTOMER PROPRIETARY INFORMATION

         A.       Customer end user PIC identification

         B.       Customer records submitted to the SBC Telcos for billing and
                  Customer specific reports regarding such records provided by
                  the SBC Telcos to Customer pursuant to this Agreement.

         C.       Customer's end user calling volumes and calling patterns
                  submitted under this Agreement.


                                       5

<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                    EXHIBIT G


                        BILLING AND COLLECTION SERVICES:

                             MISCELLANEOUS SERVICES







REVISED: OCTOBER 18, 2001



<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit G


                                TABLE OF CONTENTS




SOUTHWESTERN BELL TELEPHONE:

<TABLE>
<CAPTION>
                                                                            Page
<S>     <C>                                                                 <C>
1.0     SERVICE ORDER ACTIVITY REPORT / ACCOUNT MARKING........................2
2.0     BILLING INFORMATION....................................................2
  2.1   Bill Data..............................................................3
  2.2   Service Order Activity.................................................3
  2.3   Unbillable Message Records.............................................3
  2.4   CNA....................................................................3
3.0     MESSAGE DATA TRANSMISSION (CMDS).......................................4


PACIFIC BELL AND NEVADA BELL:

4.0     BILLING INFORMATION....................................................7
  4.1   Bill Data..................:...........................................7
  4.2   Unbillable message records.............................................7
  4.3   CNL....................................................................8
5.0     MESSAGE DATA TRANSMISSION (CMDS).......................................8


AMERITECH:

6.0     SERVICE ORDER ACTIVITY REPORT / ACCOUNT MARKING.......................11
</TABLE>


                                       i

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CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit G
                                                                            SWBT




                       SECTIONS 1 AND 2 - APPLICABLE FOR:


                           -        SOUTHWESTERN BELL TELEPHONE



                                       1

<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit G
                                                                            SWBT


1.0      SERVICE ORDER ACTIVITY REPORT / ACCOUNT MARKING

         Account Marking provides the Customer a report containing service order
         (account) activity on End User accounts to whom SWBT has issued a bill
         on behalf of the Customer. The Customer must subscribe to Account
         Marking in order to receive the Service Order Activity Report.

         Charges for the Service Order Activity Report are assessed on a per
         record basis. The charge associated with this report can be found under
         the rate element of "Standard CRIS Billing Information" in Exhibit A.


2.0      BILLING INFORMATION

         As ordered by the Customer, SWBT will provide Billing Information to
         the Customer from SWBT's End User records, billing files and account
         database.


         Billing Information Services is the provision of information to the
         Customer from SWBT record systems labeled as Customer Records
         Information System (CRIS) and Customer Name and Address Bureau (CNA).
         Such Billing Information Service will be limited to the provision of
         information to the Customer relating exclusively to End User services
         provided by the Customer. Information relating to services provided by
         SWBT or any other entity will not be provided.

         The Customer shall order Billing Information Services for the states
         where it wishes to receive the services and shall specify how often it
         wishes the services to be provided.

         With each order, the Customer shall identify the authorized individual
         and address to receive the Billing Information Service output. When CNA
         information is requested, the Customer will identify in writing and
         include the account codes assigned by SWBT of all authorized
         individuals who will contact the CNA bureau.

         The Customer shall take every effort to make sure that Billing
         Information Service output is provided only to authorized personnel of
         the Customer or third Parties performing billing services-related
         business for the Customer. The Customer shall treat the information as
         confidential and proprietary data, and will use the information only
         for the purpose of providing billing services to its End Users.

         The Customer shall be responsible for all contacts and inquiries from
         its End Users concerning Billing Information Service.


                                       2
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit G
                                                                            SWBT


SWBT's liability in the case of loss of data or information to be supplied to
the Customer shall consist only of SWBT's charges to the Customer for such data
or information.

Charges rendered to the Customer by SWBT for the Billing Information Services
will be included in SWBT payment process.

When the Customer has ordered Bill Rendering Service, SWBT will provide billing
information from its CRIS records as follows if ordered by the Customer:


2.1      Bill Data

         Bill Data is a copy of the Customer's pages of the End User bill,
         billed by SWBT on behalf of the Customer.


2.2      Service Order Activity

         Service Order Activity (SOA) consists of a report, which provides
         information regarding activity on End User accounts, to which SWBT has
         issued a bill on behalf of the Customer.


2.3      Unbillable Message Records

         Unbillable message records are those Customer message records sent to
         SWBT for billing which SWBT does not recognize as being associated with
         a SWBT End User or has errored out of the system due to System edits.


2.4      CNA

         Upon request of the Customer, SWBT will provide name and town
         information from its CNA bureau. The CNA name and town data, but not
         street address, will be provided only when the Customer needs the
         information to authorize a call, to bill a call, or to handle an
         emergency situation. The information will be provided on per-request
         basis by voice telecommunications. Name, town and state will be
         provided for a telephone number. A request includes the handling of one
         call and providing the data for one telephone number.

         SWBT will specify the location where requests are to be received and
         the method in which the request is to be made.


                                       3
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit G
                                                                            SWBT


                  If the name and address associated with the telephone number
                  is restricted due to the request of the End User, legal
                  authority or law enforcement agency, no Name or town location
                  will be provided.


3.0      MESSAGE DATA TRANSMISSION (CMDS)


         5.1.     SWBT will provide Message Data Transmission services to the
                  Customer as described in 3.2. below. This service will consist
                  of the transmission of rated Customer message records. SWBT
                  maintains the right to terminate without cause Message Data
                  Transmission services upon ninety (90) days written
                  notification to the Customer.

         5.1.     SWBT will provide the transmission of Customer message records
                  to CMDS I within five (5) business days from receipt of such
                  records. The Customer will submit such message records to a
                  location designated to the Customer.

         5.1.     SWBT will provide tracking and billing support data for the
                  Customer based upon "received from" and "sent to" entity
                  locations.

         5.1.     EMI formatted messages from the Customer are required to
                  provide Message Data Transmission. The EMI formatted records
                  must be delivered to a location specified by SWBT. It is the
                  responsibility of the Customer to maintain, for a minimum of
                  ninety (90) days from date of receipt by SWBT, a back-up file
                  of all call detail records provided to SWBT, to allow SWBT to
                  reconstruct lost records. If the Customer fails to maintain a
                  back-up file for reprovisioning of messages to SWBT throughout
                  the prescribed time frame, SWBT will not be liable for any
                  such lost records. For transmission from one SWBT location to
                  another SWBT location, the Customer message data determined to
                  be lost as a result of an error in SWBT's Message Data
                  Transmission service, will be recovered by SWBT and the
                  Customer's obligation to resupply the data has expired, SWBT
                  will estimate the messages' associated revenues as set forth
                  in Paragraph 5.4.8. of the Principal Agreement to this
                  contract.

         5.1.     In the event the Customer requests data that has previously
                  been successfully provided by SWBT, the data will be
                  reprovided to the Customer through the Time and Cost
                  procedure.

         5.1.     For transmission services between SWBT and CMDS I or an
                  Independent Exchange Company, SWBT's responsibility is limited
                  to transmitting the data and SWBT assumes no liability for
                  subsequent treatment of the data. The Customer is responsible
                  for ensuring all data is properly received and processed by
                  the receiving Exchange Company. Notwithstanding any


                                       4
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit G
                                                                            SWBT


                  other provision of the Agreement, the Parties agree that the
                  exclusive remedy for delayed transmission of the Customer's
                  message records, including messages of any third Party for
                  which the Customer acts as an agent, to CMDS I or to an
                  Independent Exchange Company, will not exceed the cost SWBT
                  charges the Customer to provide the transmission related to
                  any such delayed message records.

         5.1.     Charges for Message Data Transmission services are included in
                  the rate element for Data Transmission - CMDS and will be
                  included in the SWBT payment process.


                                       5
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit G
                                                                       PB and NB




SECTION 3 - APPLICABLE FOR:

         -        PACIFIC BELL

         -        NEVADA BELL



                                       6
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit G
                                                                       PB and NB



4.0      BILLING INFORMATION

         As ordered by the Customer, SBC Telco will provide Billing Information
         to the Customer from SBC Telco's End User records, billing files and
         account data base.

         Billing Information Services is the provision of information to the
         Customer from SBC Telco record systems such Billing Information Service
         will be limited to the provision of information to the Customer
         relating exclusively to End User services provided by the Customer.
         Information relating to services provided by SBC Telco or any other
         entity will not be provided.

         The Customer shall order those Billing Information Services for the
         states where it wishes to receive the services and shall specify how
         often it wishes the services to be provided.

         With each order, the Customer shall identify the authorized individual
         and address to receive the Billing Information Service output. When
         Customer Name and Location (CNL) information is requested, the Customer
         will identify in writing and include the account codes assigned by SBC
         Telco of all authorized individuals who will contact the CNL bureau.

         The Customer shall take every effort to make sure that Billing
         Information Service output is provided only to authorized personnel of
         the Customer or third Parties performing billing services-related work
         for the Customer. The Customer shall treat the information as
         confidential and proprietary data, and will use the information only
         for the purpose of providing billing services to its End Users.

         The Customer shall be responsible for all contacts and inquiries from
         its End Users concerning Billing Information Service.

         When the Customer has ordered Bill Rendering Service, SBC Telco will
         provide billing information from its CRIS records as follows if ordered
         by the Customer:


         4.1      Bill Data

                  Bill data is a copy of the Customer's pages of the End User
                  bill, billed by SBC Telco on behalf of the Customer.


         4.2      Unbillable message records

                  Unbillable message records are those Customer message records
                  sent to SBC Telco for billing which SBC Telco does not
                  recognize as being


                                       7
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit G
                                                                       PB and NB

                  associated with a SBC Telco End User or has errored out of the
                  system due to System edits.


         4.3      CNL

                  Upon request of the Customer, SBC Telco will provide name and
                  town information from its CNL bureau. The CNL name and town
                  data, but not street address, will be provided only when the
                  Customer needs the information to authorize a call, to bill a
                  call, or to handle an emergency situation. The information
                  will be provided on per-request basis by voice
                  telecommunications. Name, town and state will be provided for
                  a telephone number. A request includes the handling of one
                  call and providing the data for one telephone number.

                  SBC Telco will specify the location where requests are to be
                  received and the method in which the request is to be made.

                  If the name and address associated with the telephone number
                  is restricted due to the request of the End User, legal
                  authority or law enforcement agency, no name or town location
                  will be provided.


5.0      MESSAGE DATA TRANSMISSION (CMDS)

         5.1.     SBC Telco will provide Message Data Transmission services that
                  will consist of the transmission of rated Customer message
                  records. SBC Telco maintains the right to terminate without
                  cause Message Data Transmission services upon ninety (90) days
                  written notification to the Customer.

         5.2.     EMI formatted messages from the Customer are required to
                  provide Message Data Transmission. The EMI formatted records
                  must be delivered to a location specified by SBC Telco. It is
                  the responsibility of the Customer to maintain, for a minimum
                  of ninety (90) days from date of receipt by SBC Telco, a
                  back-up file of all call detail records provided to SBC Telco,
                  to allow SWBT to reconstruct lost records. If the Customer
                  fails to maintain a back-up file for reprovisioning of
                  messages to SBC Telco throughout the prescribed time frame,
                  SWBT will not be liable for any such lost records. For
                  transmission from one SBC Telco location to another SBC Telco
                  location, the Customer message data determined to be lost as a
                  result of an error in SBC Telco's Message Data Transmission
                  service, will be recovered by SBC Telco and the Customer's
                  obligation to resupply the data has expired, SBC Telco will
                  estimate the messages' associated revenues as set forth in
                  Paragraph 5.4.8. of the Principal Agreement to this contract.



                                       8
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit G
                                                                       PB and NB


         5.3.     In the event the Customer requests data that has previously
                  been successfully provided by SBC Telco, the data will be
                  reprovided to the Customer through the Time and Cost
                  procedure.


                                       9
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit G
                                                                       Ameritech


                          SECTION 4 - APPLICABLE FOR:


                           -        AMERITECH





                                       10
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit G
                                                                       Ameritech

6.0      SERVICE ORDER ACTIVITY REPORT / ACCOUNT MARKING

         Account Marking provides the Customer a report containing service order
         (account) activity on End User accounts to whom SWBT has issued a bill
         on behalf of the Customer.

         The Customer must subscribe to Account Marking in order to receive the
         Service Order Activity Report.

         The Time and Cost process will be utilized to determine the
         implementation charge to the Customer.

         Charges for the Service Order Activity Report are assessed on a per
         record basis. The charge associated with this report can be found under
         the rate element of "Service Order Activity Report" in Exhibit A.



                                       11
<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                    EXHIBIT H

                            BILLING AND COLLECTIONS:

                                  SBC SUPPORT






REVISED JUNE 20, 2003


<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                      Page

<S>    <C>                                                            <C>

1.0    FUTURE ENHANCEMENTS...............................................1

2.0    ESCALATION LIST...................................................1
</TABLE>




                                       i

<PAGE>
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
           BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
           effective September 1, 2003

                                                                   EXHIBIT 10.62


                                                                       Exhibit H

1.0      FUTURE ENHANCEMENTS

         Once Cingular Wireless's initial service establishment is complete for
         the service purchased under this agreement they may request
         enhancements and/or modifications to its service. These are cases when
         additional work is required by SBC due to client request such as new
         bill phrases, new product billing, resends of data, etc. All such
         client request will be handled as additional requests.

         Cingular Wireless will provide a written request completely detailing
         the service modifications needed. If more information is required by
         SBC, SBC will provide the client with a list of questions and issues
         within forty-five (45) working days of its receipt of the client's
         request. Once complete, specifications are provided by client, SBC will
         provide a response with a time and cost estimate within forty-five (45)
         working days.

2.0      ESCALATION LIST

         At the time the Agreement is signed, both SBC and Cingular Wireless
         will submit to each other escalation lists, flow charts, or
         organization charts for conflict resolution.


                                       1