<PAGE>

                                                                   EXHIBIT 10.10

    CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT
     HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

                            [CINGULAR WIRELESS LOGO]

                     Master Services Agreement No. TH120103

                                     Between

                              Cingular Wireless LLC

                                       and

                             Phase 2 Solutions, Inc.

                                       for

                         Contracted Call Center Services

                               [phase 2 logo here]

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

<PAGE>

                                                          Agreement No. TH120103
                                                                    Page 1 of 22


<TABLE>
<S>                                                                           <C>
SECTION 1. DEFINITIONS.....................................................    3
SECTION 2. AFFILIATED COMPANIES............................................    4
SECTION 3. TERM OF AGREEMENT...............................................    4
SECTION 4. ORDERS..........................................................    4
SECTION 5. TERMS OF PAYMENT................................................    6
SECTION 6. PAYMENT AND RECORDS.............................................    6
SECTION 7. INVOICING.......................................................    6
SECTION 8. REPRESENTATIVES.................................................    6
SECTION 9. REPORTS.........................................................    7
SECTION 10. RECORDS AND AUDITS.............................................    7
SECTION 11. BUYER'S INFORMATION............................................    7
SECTION 12. PRIVACY OF CUSTOMER INFORMATION................................    8
SECTION 13. SELLER'S INFORMATION...........................................    8
SECTION 14. OWNERSHIP OF WORK PRODUCT......................................    8
SECTION 15. PATENT AND OTHER PROPRIETARY RIGHTS INFRINGEMENT...............    9
SECTION 16. TAX............................................................    9
SECTION 17. ASSIGNMENT BY SELLER...........................................   10
SECTION 18. ASSIGNMENT BY BUYER............................................   10
SECTION 19. LICENSES.......................................................   10
SECTION 20. SELLER OVERDEPENDENCE..........................................   10
SECTION 21. WARRANTY FOR SERVICES..........................................   10
SECTION 22. NON-EXCLUSIVE RIGHTS...........................................   11
SECTION 23. PUBLICITY......................................................   11
SECTION 24. PERFORMANCE OF WORK............................................   11
SECTION 25. INDEPENDENT CONTRACTOR.........................................   12
SECTION 26. SECURITY.......................................................   12
SECTION 27. MBE/WBE/DVBE PARTICIPATION.....................................   12
SECTION 28. CONFLICT OF INTEREST...........................................   13
SECTION 29. CHOICE OF LAW/VENUE............................................   14
SECTION 30. FACILITY RULES AND GOVERNMENT CLEARANCE........................   14
SECTION 31. RIGHT OF ACCESS................................................   14
SECTION 32. DEFAULT........................................................   14
SECTION 33. COMPLIANCE WITH LAWS...........................................   14
SECTION 34. RELEASES VOID..................................................   14
SECTION 35. AMENDMENTS AND WAIVERS.........................................   14
SECTION 36. SEVERABILITY...................................................   15
SECTION 37. CONTINGENCY....................................................   15
SECTION 38. INSURANCE......................................................   15
SECTION 39. INDEMNITY......................................................   16
SECTION 40. SURVIVAL OF OBLIGATIONS........................................   17
SECTION 41. ***............................................................   17
SECTION 42. NOTICES........................................................   17
SECTION 43. SECURITY REQUIREMENTS FOR SYSTEM OR NETWORK ACCESS BY
            CONTRACTORS....................................................   18
SECTION 44. CONSTRUCTION AND INTERPRETATION................................   20
SECTION 45. LIMITATION OF LIABILITY........................................   21
SECTION 46. ***............................................................   21
SECTION 47. TECHNICAL SUPPORT..............................................   21
SECTION 48. WORK DONE BY OTHERS............................................   21
SECTION 49. INCORPORATION BY REFERENCE.....................................   21
</TABLE>

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

   ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

<PAGE>

                                                          Agreement No. TH120103
                                                                    Page 2 of 22


<TABLE>
<S>                                                                           <C>
SECTION 50. ENTIRE AGREEMENT...............................................   22
</TABLE>

APPENDIX 1 - MBE/WBE/DVBE RESULTS REPORT FORM
APPENDIX 2 - EXECUTIVE ORDERS AND FEDERAL REGULATIONS
APPENDIX 3 - USER CERTIFICATION

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

<PAGE>

                                                          Agreement No. TH120103
                                                                    Page 3 of 22


This agreement (hereinafter "Agreement") is made by and between CINGULAR
WIRELESS LLC, a Delaware limited liability company, (hereinafter "Buyer"), and
PHASE 2 SOLUTIONS, INC., a privately held Arizona corporation, (hereinafter
"Seller"), each of which may be referred to in the singular as "Party" or in the
plural as "Parties."

Whereas Buyer is desirous of obtaining call center services to be provided by
Seller, which has sufficient expertise and experience in rendering such services
to meet the particular needs of Buyer.

NOW, THEREFORE, Buyer and Seller enter into this Agreement on the following
terms and conditions.

SECTION 1. DEFINITIONS
----------------------

     "Accept" or "Acceptance" means Buyer's acceptance of the Material or
     Services ordered by Buyer and provided by Seller as specified in
     corresponding Orders. Buyer's Acceptance shall occur no earlier than
     Seller's Delivery of Material and/or Services in strict compliance with the
     Specifications.

     "Acceptance Date" means the date on which Buyer Accepts Material and/or
     Services.

     "Affiliate" means (1) a company, whether incorporated or not, which owns,
     directly or indirectly, a majority interest in either Party (a "parent
     company"), and (2) a company, whether incorporated or not, in which a five
     percent (5%) or greater interest is owned, either directly or indirectly,
     by: (i) either Party or (ii) a parent company.

     "Agreement" shall have the meaning specified in the Section called "Entire
     Agreement."

     "Cancellation" means the occurrence by which either Party puts an end to
     this Agreement or Orders placed under this Agreement for breach by the
     other, and its effect is the same as that of "Termination" and, except as
     otherwise provided for herein, the canceling Party also retains any remedy
     for breach of the whole Agreement or any unperformed balance.

     "Delivery" means Seller's obligation to provide Material and/or Services
     that strictly conform to the Specifications. Seller completes Delivery: (i)
     upon Buyer's possession of the Material if Seller is not required to
     provide additional Services, such as installation, (ii) upon completing
     such additional Services, if Seller is required to provide such Services in
     connection with providing Material, or (iii) for Services, upon completing
     the provision of Services. Notwithstanding the above, Delivery shall not be
     deemed completed until the Seller causes the Material and Services to
     strictly conform to the Specifications.

     "Delivery Date" means the date on which the Parties agree Seller is
     scheduled in this Agreement or an Order to complete its Delivery.

     "Documentation" means all documentation, including, but not limited to,
     user and system manuals and instructions and training materials in machine
     readable or printed form, and Seller's written Specifications.

     "Information" all ideas, discoveries, concepts, know-how, trade secrets,
     techniques, designs, Specifications, drawings, sketches, models, manuals,
     samples, tools, computer programs, technical information, and other
     confidential business, customer or personnel information or data, whether
     provided orally, in writing, or through electronic or other means.

     "Laws" shall have the meaning specified in the Section called "Compliance
     with Laws."

     "Liability" means all losses, damages, expenses, costs, penalties, fines
     and fees, including reasonable attorneys' fees, arising from or incurred in
     connection with a claim or cause of action related to performance or
     omission of acts under this Agreement or any Order, including, but not
     limited to, claims or causes of actions brought by third parties.

     "Material" means a unit of equipment, apparatus, components, tools,
     supplies, material, Documentation, hardware, or firmware thereto, or
     software purchased or licensed hereunder by Buyer from Seller, including

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

<PAGE>

                                                          Agreement No. TH120103
                                                                    Page 4 of 22


     third party Material provided or furnished by Seller in connection with the
     Services provided hereunder. Material shall be deemed to include any
     replacement parts.

     "Order" means such purchase orders, work orders, forms, memoranda or other
     written communications as may be delivered to Seller for the purpose of
     ordering Services hereunder.

     "Service(s)" means any and all labor or service provided in connection with
     this Agreement or an applicable Order, including, but not limited to,
     consultation, engineering, installation, removal, maintenance, training,
     technical support, repair, and programming. The term "Service" shall also
     include any Material, including any Documentation, provided by Seller in
     connection with providing the Services.

     "Specifications" mean (i) Seller's applicable Specifications and
     descriptions, including any warranty statements, and (ii) Buyer's
     requirements, Specifications, and descriptions specified in, or attached
     to, this Agreement or an applicable Order, which shall control over an
     inconsistency with Seller's Specifications and descriptions.

     "Termination" means the occurrence by which either Party, pursuant to the
     provisions or powers of this Agreement or pursuant to laws and regulations,
     puts an end to his Agreement and/or Orders placed under this Agreement
     other than for breach. On "Termination" all executory obligations are
     discharged, but any right based on breach of performance survives except as
     otherwise provided herein.

     "Work" means all Material and Services, collectively, that Seller is
     supplying pursuant to Orders placed under this Agreement.

SECTION 2. AFFILIATED COMPANIES
-------------------------------

     2.01 Seller agrees that an Affiliate may place Orders with Seller that
     incorporate the terms and conditions of this Agreement, and that the term
     "Buyer" shall be deemed to refer to an Affiliate when an Affiliate places
     an Order with Seller under this Agreement. Each Order constitutes a
     separate, distinct and independent contract between Seller and the Buyer
     placing the Order. An Affiliate will be responsible for its own
     obligations, including but not limited to, all charges incurred in
     connection with such Order. The Parties agree that nothing in this
     Agreement will be construed as requiring Buyer to indemnify Seller, or to
     otherwise be responsible, for any acts or omissions of an Affiliate, nor
     shall anything in this Agreement be construed as requiring an Affiliate to
     indemnify Seller, or to otherwise be responsible, for the acts or omissions
     of Buyer.

SECTION 3. TERM OF AGREEMENT
----------------------------

     3.01 The term of this Agreement shall be effective 11 November 2003
     ("Effective Date"), and shall continue until terminated by Buyer at any
     time, with or without cause, upon at least thirty (30) days prior written
     notice to Seller, or until terminated by either party, pursuant to the
     terms hereof, upon a breach by the other.

SECTION 4. ORDERS
-----------------

     4.01 This Agreement contemplates the future execution by Buyer and Seller
     of one or more written Orders. Each Order shall be executed by both parties
     and shall contain at a minimum the information specified in this Agreement.
     All transactions between Buyer and Seller during the term of this Agreement
     shall be covered by this Agreement and any applicable Order unless the
     parties agree otherwise in writing.

     4.02 Each properly executed Order shall be deemed, upon its execution, to
     incorporate the terms of this Agreement. If the Order conflicts with the
     terms and conditions of this Agreement, the terms and conditions of this
     Agreement shall control unless otherwise agreed to under a "Special
     Considerations" section of the Order.

     4.03 Seller will furnish call center services ("Services," as defined in
     Section 4 below) to Buyer as specified in Orders. Such Orders or its
     respective Specification for Purchase Order, at a minimum, shall specify
     the information outlined below:

          a)   A reference to this Agreement.

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

<PAGE>

                                                          Agreement No. TH120103
                                                                    Page 5 of 22


          b)   A detailed description of the Services to be performed by Seller.

          c)   A statement defining all deliverables and their associated due
               dates.

          d)   The name, address, and telephone number of Seller's contact
               (hereinafter the "Seller Contact").

          e)   The name, address, and telephone number of Buyer's contact
               (hereinafter the "Buyer Contact").

          f)   An enumeration of any items of expense authorized for
               reimbursement to Seller, as well as the basis for such
               reimbursement.

          g)   The maximum total expenditure authorized, which is understood to
               mean (1) a dollar amount or time limit beyond which Seller may
               not invoice for Services under a specific Order, and (2) a dollar
               amount or time limit beyond which Seller is not required to
               expend effort or provide Services under a specific Order without
               prior written agreement to a revised amount. When this
               specification of a maximum total expenditure is not feasible, at
               the Buyer's option the hourly, daily or unit rate of Seller may
               be substituted.

          h)   A statement defining the commencement and completion dates of
               work to be performed.

          i)   Invoicing instructions.

          j)   A unique identifying serial number assigned by Buyer's Contact.

          k)   Signatures of representatives authorized by Buyer and Seller to
               execute the Order.

          l)   Special Considerations, if appropriate.

     4.04 Individual Orders may be terminated by Buyer upon fourteen (14) days
     written notice to Seller.

     4.05 Buyer, without prejudice to any right or remedy on account of any
     failure of Seller to perform its obligations under this Agreement. may at
     any time terminate the performance of the work under any Order, in whole or
     in part, by written notice to Seller specifying the extent to which the
     performance of the work is terminated and the date upon which such
     termination becomes effective. In the event of such termination, other than
     for the failure of Seller to perform its obligations under this Agreement,
     Seller shall be entitled to payment for Services rendered prior to the
     effective date of termination and for expenses properly reimbursable under
     this Agreement; provided, however, that payment of any such amounts by
     Buyer shall be subject to any provision for the limit of expenditures set
     forth in the Order. The payment of such amounts by Buyer shall be in full
     settlement of any and all claims of Seller of every description, including
     profit.

     4.06 If Seller fails to meet its service level commitments under this
     Agreement Seller must present a cure notice to Buyer within three (3)
     business days of breach. Said cure notice shall include action to be taken
     by Seller to cure the breach and corresponding timeline for cure to become
     effective. If either Party fails to cure a material default under this
     Agreement or applicable Order within thirty (30) days after written notice,
     then, in addition to all other rights and remedies, the Party not in
     default may Cancel this Agreement and/or the Order under which the default
     occurred. Notwithstanding the foregoing, if the material default is a
     breach of the Compliance with Laws Section of this Agreement, the Party not
     in default may, upon providing written notice, Cancel the Agreement
     immediately. Additional provisions for Cancellation of Orders hereunder are
     set forth in this Agreement.

     4.07 In the event of termination of this Agreement or any Order issued
     hereunder, affected Buyer property and work in Seller's possession shall be
     forwarded promptly to Buyer.

SECTION 4. SERVICES
-------------------

     4.01 "Services" as used herein shall mean Seller's inbound, outbound and
     third-party verification call center services as described in properly
     executed Orders. Any other contemplated Services must be ordered pursuant
     to a separate, properly executed Agreement between Buyer and Seller .
     Furthermore, tangible software and/or software products shall not be
     ordered pursuant to this Agreement, but by a separate, properly executed
     Agreement between Buyer and Seller.

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

<PAGE>

                                                          Agreement No. TH120103
                                                                    Page 6 of 22


SECTION 5. TERMS OF PAYMENT
---------------------------

     5.01 Net 30 days after receipt of invoice.

     5.02 Buyer may withhold payment for non-conforming and/or non-complying
     Services.

SECTION 6. PAYMENT AND RECORDS
------------------------------

     6.01 Buyer shall pay Seller for Services under this Agreement in accordance
     with rates specified in Orders issued hereunder. Such rates, including any
     applicable discount schedules, shall not exceed those shown in an Order
     incorporated herein by this reference.

     6.02 Seller's employees' vacations and holidays shall be paid by Seller in
     accordance with Seller's policies. Seller shall schedule vacations for its
     employees so as not to interfere with or delay the Services to be provided
     for Buyer under the Order.

     6.03 Buyer may specify a limit on Services to be provided under an Order by
     designating a monetary amount and/or time limit. Seller shall not perform
     Services beyond the point where billing would exceed the specified limit
     without additional authorization in writing from Buyer. Seller agrees to
     notify the Buyer Contact when ninety percent (90%) of the limit specified
     in an Order is reached.

     6.04 When required, Buyer shall furnish Seller with information relative to
     Buyer's applicable standards and specifications, all of which is subject to
     the Section entitled "BUYER'S INFORMATION" and is to be returned to Buyer
     at the expiration, cancellation or termination of the Agreement or Order,
     as the case may be. All information furnished by Buyer to Seller, or
     obtained by Seller hereunder or in contemplation hereof, shall remain
     Buyer's property. Should Buyer desire to alter such standards or
     specifications with respect to any Order after such Order has been issued
     and accepted, Seller shall advise Buyer in the event adjustment of the
     payment rate or time schedule referred to in the original Order is
     necessitated by such alterations. In the event such adjustment is
     acceptable to Buyer, Buyer shall issue a new or revised Order.

     6.05 Supplier agrees to accept standard, commercial methods of payment and
     evidence of payment obligation including, but not limited to, credit card
     payments, procurement card payments, Buyer's purchase orders and electronic
     fund transfers in connection with the purchase of the Material and
     Services.

     6.06 Supplier agrees to implement Buyer's procurement card solution as a
     method of payment for Services rendered. This payment method will be
     implemented at a time of Buyer's choosing.

SECTION 7. INVOICING
--------------------

     7.01 Invoices shall reference the Order number and this Agreement number.

     7.02 Buyer may, in its sole discretion and without penalty, refuse payment
     on any disputed portion of an incorrect invoice. Buyer shall notify Seller
     of such refusal within thirty (30) days of receipt of an incorrect invoice.
     Buyer shall pay the portion of any invoice it deems correct without
     forfeiting its right not to pay incorrect portions of such invoice. Seller
     shall investigate and correct any disputed portions of an invoice within
     thirty (30) days after notification from Buyer.

     7.03 In the event a portion of an invoice is paid and subsequently disputed
     by Buyer, Seller shall investigate and resolve such dispute within thirty
     (30) days of notification from Buyer. Within forty-five (45) days following
     notification, any overpayment discovered shall be, at Buyer's option,
     refunded to Buyer or credited against amounts owed to Seller.

SECTION 8. REPRESENTATIVES
--------------------------

     8.01 Services performed under this Agreement are subject to contract
     administration activities by Buyer's Representatives. Such activities
     include, but are not limited to, monitoring Seller's performance, Agreement
     interpretation and amendment, maintenance of Agreement information in
     Buyer's database, inspecting and accepting work performed, verifying work
     completion, and validating charges rendered on Seller's invoices. All
     Services provided by Seller under this Agreement are subject to such
     activities. In

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

<PAGE>

                                                          Agreement No. TH120103
                                                                    Page 7 of 22


     addition to or in lieu of Buyer's Representative, contract administration
     activities may be performed by the individuals designated as Buyer's
     Delegate, or others as may be designated by Buyer in writing.

     8.02 Buyer's Representatives shall be the Contract Manager and the Buyer
     Contact listed in each individual Order.

SECTION 9. REPORTS
------------------

     9.01 Seller shall render quarterly reports on or before the fifteenth
     calendar day of the mouths of January, April, July and October containing
     the information detailed below. Completed reports shall be sent to the
     Buyer's address specified in the Section entitled "NOTICES." The following
     information shall be provided for each preceding quarter:

          (1) Year-To-Date total dollars invoiced

SECTION 10. RECORDS AND AUDITS
------------------------------

     10.01 Seller shall maintain complete and accurate records of all amounts
     billable to and payments made by Buyer under each Order in accordance with
     generally accepted accounting practices. Seller shall retain such records
     for a period of three (3) years from the date of final payment for Services
     covered by each Order.

     10.02 Buyer and its authorized agents and representatives shall have the
     right to audit such records of Seller during the respective periods in
     which Seller is required to maintain such records, including, without
     limitation, the right of access to such records on Seller's premises,
     rights to inspect and photocopy same, and the right to retain copies of
     such records outside of Seller's premises with appropriate safeguards, if
     such retention is deemed necessary by Buyer in its sole discretion. The
     correctness of Seller's billing shall be determined from the result of such
     audits. Buyer shall also have such above-described auditing rights with
     respect to Seller's agents, contractors, or subcontractors.

     10.03 Seller will provide Buyer quarterly and annual financial statements
     consistent with GAAP upon request.

SECTION 11. BUYER'S INFORMATION
-------------------------------

     11.01 Scope of Buyer's Information. Seller acknowledges that Seller may
     acquire information and material that is the Buyer's confidential,
     proprietary or trade secret information. As used herein, "Buyer's
     Information" includes, but is not limited to, all such information and
     documents disclosed by or on behalf of the Buyer, whether written or oral,
     in the course of this Agreement or in contemplation hereof including,
     without limitation, all Specifications, drawings, sketches, schematics,
     models, samples, tools, algorithms, technical or business information,
     research and development, production and engineering processes, costs,
     profit and margin information, Buyer lists and marketing, production and
     future business plans. Buyer's Information also includes Work Product as
     defined herein.

     11.02 Use of Buyer's Information. Seller agrees to take all steps
     reasonably necessary to hold in trust and confidence the Buyer's
     Information. Seller hereby agrees to hold Buyer's Information in strict
     confidence and not to disclose it to third parties or to use it, in any
     way, other than as permitted under this Agreement. Seller will limit the
     disclosure of the Buyer's Information to employees with a need to know who:
     (i) have been advised of the proprietary nature thereof; and (ii) have in
     writing either acknowledged a specific obligation to maintain the
     confidentiality of Buyer's Information or agreed to protect and keep
     confidential all proprietary information to which they have access in the
     scope of their employment. Seller's obligations set forth herein shall
     remain in effect during the term of this Agreement and for two (2) years
     thereafter, but such obligation of confidentiality will not expire for
     Buyer's information considered or deemed to be a trade secret under
     applicable law.

     11.03 Exceptions. Notwithstanding the other provisions of this Agreement,
     nothing received by Seller from Buyer will be considered to be Buyer's
     Information if : (i) it has been made publicly available other than by a
     breach of this Agreement; (ii) it has been rightfully and lawfully received
     by Seller from a third

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

<PAGE>

                                                          Agreement No. TH120103
                                                                    Page 8 of 22


     party without breach of confidentiality limitations; (iii) it has been
     independently developed by Seller personnel having no access to Buyer's
     Information; (iv) it was known by Seller prior to its first receipt from
     Buyer; (v) it is hereafter disclosed by Buyer without restriction on
     further disclosure; or (vi) it is disclosed pursuant to a court order,
     subpoena or by operation of law, provided Seller has given Buyer prior
     advance written notice in order that Buyer may attempt to obtain a
     protective order limiting disclosure and use of the information disclosed.

     11.04 Seller hereby agrees that every individual person including but not
     limited to employees, consultants, subcontractors, agents, representatives
     and other third parties who perform under this Agreement shall execute the
     appropriate documents to undertake obligations of confidentiality
     consistent with the terms set forth herein. Seller hereby agrees to provide
     evidence of such duly executed documents to Buyer upon request.

SECTION 12. PRIVACY OF CUSTOMER INFORMATION
-------------------------------------------

     12.01 Seller hereby acknowledges that information regarding Buyer's
     customers, such as their account information, (including by way of example,
     name, address, telephone number, credit card information or social security
     number) ("Customer Information") is subject to certain privacy laws and
     regulations, as well as the requirements of Buyer. Such Customer
     Information is be considered private, sensitive and confidential.
     Accordingly, with respect to Customer Information, Seller agrees to:

          a)   Not use any Customer Information or "customer proprietary network
               information" for any purpose except as expressly authorized by
               Buyer in writing;

          b)   Make no disclosure of Customer Information to any party other
               than Buyer except as expressly authorized by Buyer in writing;

          c)   Not incorporate any Customer Information into any database other
               than in a database maintained exclusively for the storage of
               Buyer's Customer Information;

          d)   Not incorporate any data from any of Seller's other customers,
               including other Affiliates of Buyer, into the aforesaid Customer
               database;

          e)   Make no sale, license or lease of Customer Information to any
               other party;

          f)   Restrict access to Customer Information to only those employees
               of Seller with a need to know and to use only for the purposes
               set forth in this Agreement.

SECTION 13. SELLER'S INFORMATION
--------------------------------

     13.01 No information including without limitation specifications, drawings,
     sketches, schematics, models, samples, tools, computer or other apparatus
     programs, technical or business information or data, written, oral or
     otherwise (col1ectively called "Seller's Information"), provided by Seller
     to Buyer under this Agreement, or in contemplation of this Agreement, shall
     be considered by Seller to be confidential or proprietary.

SECTION 14. OWNERSHIP OF WORK PRODUCT
-------------------------------------

     14.01 *** hereby agrees that *** shall own ***, *** and ***, including but
     not limited to ***, and *** in *** and *** or ***, whether *** or ***,
     which ***, or are *** or *** to *** by *** or *** or *** of its *** or ***
     (collectively "***") under this Agreement ("Work Product").

     14.02 *** hereby agrees that the Work Product is being developed as a "work
     made for hire", provided the Work Product qualifies as such in accordance
     with the United States laws. If, for any reason, *** is ever held or deemed
     to be the owner of any intellectual property rights set forth herein in the
     Work

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

   ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

<PAGE>

                                                          Agreement No. TH120103
                                                                    Page 9 of 22


     Product, then *** hereby irrevocably assigns to *** all such right, title
     and interest and agrees to execute all documents necessary to implement and
     confirm the letter and intent of this section.

     14.03 The Work Product is deemed to be *** Information hereunder and,
     except as permitted herein, shall not be used or disclosed by *** without
     *** express written approval.

     14.04 To the extent necessary for *** to exercise its right, title and
     interest in the Work Product, if the Work Product contains materials *** or
     others previously or independently developed, patented or copyrighted and
     not developed hereunder, *** hereby grants *** an irrevocable, perpetual,
     world-wide, royalty-free license to use, copy, modify, distribute, publicly
     display, publicly perform, import, manufacture, have made, sell, offer to
     sell, exploit and sublicense such materials to the extent necessary for ***
     to exercise its right, title and interest in the Work Product.

     14.05 *** hereby agrees to acquire from every individual person, including
     but not limited to its Associates and other third parties who perform under
     this Agreement such assignments, rights and covenants as to assure that ***
     shall receive and have the ability to maintain all right, title and
     interest in the Work Product. *** hereby agrees to provide evidence of such
     duly executed documents to *** upon request.

SECTION 15. PATENT AND OTHER PROPRIETARY RIGHTS INFRINGEMENT
------------------------------------------------------------

     15.01 Seller shall indemnify, defend and hold Buyer harmless, at Seller's
     expense, against any claim, suit or proceeding resulting from, relating to
     or arising out of a claim that any use of the Work Product and/or Services
     constitutes an infringement or contributory infringement of a patent,
     copyright, trademark or other proprietary right or a misappropriation of a
     trade secret of a third party. Seller's obligation to indemnify shall
     include, without limitation, an obligation to pay any costs including, but
     limited to, reasonable attorneys' fees, expert witness fees, expenses,
     damages awarded to third parties and costs incurred by Buyer. Seller may
     settle, at Seller's sole expense, any claim, suit or other action for which
     Seller is responsible under this section provided that such settlement
     shall not limit, unduly interfere with or otherwise adversely affect the
     rights herein granted to Buyer or Seller's obligations under this Agreement
     or impose any additional liability on Buyer. Buyer reserves the right to
     employ counsel at its own expense and participate in the defense and/or
     settlement of any claim.

     15.02 Buyer shall notify Seller of any claim of infringement of which it
     becomes aware and for which it believes Seller is responsible under this
     section. Buyer shall provide Seller with reasonable assistance in the
     defense of any such claim. Within thirty (30) days from receipt of notice
     from Buyer of an alleged infringement claim, Seller shall acknowledge
     receipt of such notice to Buyer in writing and provide Buyer its position
     with respect to the allegations.

     15.03 Upon notice of an alleged infringement and if in Seller's opinion,
     such a valid claim is likely, or alternatively, if Buyer's rights hereunder
     are restricted by Seller or a valid court order, then Seller shall at its
     option and sole expense: (i) procure the right to continue using the
     alleged infringing material; (ii) replace the material with non-infringing
     material which is equivalent in features, functionality and quality; or
     (iii) modify the material to make it non-infringing while retaining all
     original features, functionality and quality.

SECTION 16. TAX
---------------

     16.01 Seller shall add to the invoice an amount equal to any applicable
     local, state or federal taxes, however designated, that may be validly
     levied or based upon this Agreement or upon the Services furnished
     hereunder, excluding the following taxes:

          a)   Ad valorem personal property taxes;

          b)   State and local privilege and excise taxes based on gross
               revenue;

          c)   Taxes based on or measured by Seller's net income; and

          d)   Any taxes or amounts in lieu thereof paid or payable by Seller in
               respect of the foregoing excluded items.

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

   ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

<PAGE>

                                                          Agreement No. TH120103
                                                                   Page 10 of 22


     16.02 Seller shall bill applicable taxes as separate items on Seller's
     invoices and shall not include them in the purchase price. Buyer may have
     Seller contest with the imposing jurisdiction, at Buyer's expense, any such
     taxes that Buyer deems are improperly levied.

     16.03 Seller must collect all appropriate state and local sales and use
     taxes from Buyer on all sales of a taxable tangible personal property and
     taxable services and timely remit all applicable taxes to the appropriate
     taxing authorities.

     16.04 Buyer shall not pay or otherwise be liable or responsible for any
     penalty, additional tax, costs or interest assessed or levied by any taxing
     authority resulting from Seller's failure to file any return, form, or
     information statement such taxing authority requires. Seller hereby
     indemnifies, defends and holds Buyer harmless against any such penalty,
     additional tax, costs or interest.

SECTION 17. ASSIGNMENT BY SELLER
--------------------------------

     17.01 Seller must have Buyer's written consent before Seller assigns or
     otherwise delegates any work it is to perform under this Agreement, in
     whole or in part, or assigns any of its rights, interests or obligations
     hereunder. Seller shall deliver to Buyer written notice of Seller's intent
     to assign at least thirty (30) days before assignment. Any assignment to
     which Buyer has not consented shall be void, except where Seller assigns
     its rights to receive monies pursuant to this Agreement. In such case,
     Seller only needs to notify Buyer in writing. However, Seller cannot assign
     monies due if Seller tries to transfer to the assignee any of Seller's
     other rights or obligations hereunder. Seller shall not make an assignment
     that prevents Buyer from dealing solely and directly with Seller on all
     matters pertaining to this Agreement. Such matters include amending this
     Agreement and/or settling amounts due either party by the other hereunder.

     17.02 Seller agrees not to subcontract the services to be performed, in
     whole or in part, without written request to and the prior written consent
     of Buyer's Contract Manager designated in the Section entitled "NOTICES."
     Seller shall remain primarily liable to Buyer for the performance of all
     subcontracted services provided pursuant to this Agreement.

SECTION 18. ASSIGNMENT BY BUYER
-------------------------------

     18.01 Buyer may assign this Agreement and its rights and may delegate its
     duties under this Agreement either in whole or in part, at any time and
     without Seller's consent, to any present or future Affiliated Company or
     successor company of Buyer. Buyer shall give Seller written notice of such
     assignment or delegation. The assignment shall not affect or diminish any
     rights or duties that Seller or Buyer may then or thereafter have as to
     Services ordered by Buyer before the effective date of the assignment.
     Written notice to the Seller releases and discharges Buyer, to the extent
     of the assignment, from all further duties under this Agreement, except
     with respect to Services that Buyer ordered before the effective date of
     the assignment.

SECTION 19. LICENSES
--------------------

     19.01 Except as otherwise provided in this Agreement, Buyer grants no
     licenses, express or implied, to Seller under any patents, copyrights,
     trademarks, trade secrets or any other intellectual property.

SECTION 20. SELLER OVERDEPENDENCE
---------------------------------

     20.01 Buyer has no way to know Seller's dependence on revenues from sales
     to Buyer in proportion to Seller's revenues from other customers. To
     protect Buyer from a situation in which Seller is too dependent upon Buyer
     for said sales, Seller agrees to release and hold Buyer harmless from any
     and all claims and liabilities relating to Seller's financial stability
     that may result from Buyer's termination of this Agreement for any reason
     whatsoever.

SECTION 21. WARRANTY FOR SERVICES
---------------------------------

     21.01 Seller warrants to Buyer that the Services provided under this
     Agreement shall be performed in a fully workmanlike manner to Buyer's
     satisfaction and in accordance with the specifications set forth in

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.



<PAGE>

                                                          Agreement No. TH120103
                                                                   Page 11 of 22


     each Order. The Buyer Contact designated in any Order shall in his/her sole
     discretion determine the quality and acceptability of the Services
     performed pursuant to this Agreement.

SECTION 22. NON-EXCLUSIVE RIGHTS
--------------------------------

     22.01 It is expressly understood and agreed that this Agreement does not
     grant Seller an exclusive privilege to sell to Buyer any or all Services of
     the type described in the Section entitled "Services" which Buyer may
     require. Buyer reserves the right to contract with other suppliers for the
     procurement of comparable services. In addition, Buyer shall determine, at
     Buyer's sole discretion, the extent to which Buyer will market, advertise,
     promote, support, or otherwise assist in further offerings of the Services.

SECTION 23. PUBLICITY
---------------------

     23.01 Seller agrees to submit to Buyer 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 Buyer and/or any of its Affiliated
     companies or language from or by which the connection of said Marks
     therewith may be inferred or implied, or mentioning or implying the names
     of any personnel of Buyer and/or any of its Affiliated companies. Seller
     further agrees not to publish or use such advertising, sales promotions,
     press releases, or publicity matters without Buyer's prior written consent.

SECTION 24. PERFORMANCE OF WORK
-------------------------------

     24.01 All work performed by Seller under any Order may be monitored through
     the use of status reports. Contents of such status reports, their frequency
     and the Seller's employees required to submit such status reports shall be
     specified in the Order.

     24.02 Seller reserves the right to make *** upon reasonable notice to the
     *** at logical breakpoints of the work. In the event of any ***, *** shall
     not be *** for the time required to *** the ***. The amount of ***, if any,
     shall be *** and *** to by the *** Contact and the *** Contact.

     24.03 When in the Seller's opinion it has completed the Services described
     in an Order, Seller shall provide written notification of such fact to
     Buyer. Buyer shall have an acceptance period of thirty (30) days, unless
     otherwise specified in the Order, from the date of Seller's notice in which
     to perform reviews to determine if the Services have been completed in
     accordance with specifications. On or prior to the expiration of such
     acceptance period Buyer shall have the right to give written notice of
     unsatisfactory performance and rejection of same.

     24.04 Seller shall *** the *** to *** any *** found by *** during the ***.
     *** found to be of ***'s *** shall be *** by *** at its ***. Such *** shall
     *** and be *** as *** as is reasonably possible.

     24.05 If the *** are found to be not of ***'s ***, *** shall *** for the
     *** and *** of (1) its ***, and (2) such *** performs, if requested by ***.
     The period from the time *** is *** to make *** and *** until *** those ***
     shall not be *** as *** of the ***. If *** are ***, upon *** of ***'s ***
     that the *** have been ***, the *** shall *** subject to the *** as
     specified above. However, in no event shall the *** of an *** of *** be
     less than ***.

     24.06 If such unsatisfactory Services are material and have not been
     corrected within a reasonable time, Buyer may, in addition to all other
     rights and remedies provided by law or this Agreement, Cancel this
     Agreement and/or any affected Order.

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

   ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

<PAGE>

                                                          Agreement No. TH120103
                                                                   Page 12 of 22


SECTION 25. INDEPENDENT CONTRACTOR
----------------------------------

     25.01 Seller shall perform all work in connection with the Services
     described in the Agreement as an independent contractor and not as the
     agent or employee of Buyer. All persons furnished by Seller shall be for
     all purposes solely the Seller's employees or agents and shall not be
     deemed to be employees of Buyer for any purpose whatsoever. Seller shall
     furnish, employ, and have exclusive control of all persons to be engaged in
     performing Services under this Agreement and shall prescribe and control
     the means and methods of performing such Services by providing adequate and
     proper supervision. Seller shall be solely responsible for compliance with
     all rules, laws, and regulations relating to employment of labor, hours of
     labor, working conditions, payment of wages, and payment of taxes, such as
     employment, Social Security, and other payroll taxes, including withholding
     and timely remitting applicable contributions from such persons when
     required by law.

SECTION 26. SECURITY
--------------------

     26.01 Buyer may conduct, for security reasons, a background investigation
     on the Seller and its principal parties or personnel. Seller shall
     cooperate with Buyer in this endeavor and shall provide any necessary
     information. Buyer is under no obligation to provide a copy of the
     background investigation to Seller. Seller waives any and all rights it may
     have in any information it provides to Buyer.

     26.02 Seller shall conduct, at its expense, background investigations on
     Seller's personnel prior to supplying such personnel to Buyer. Seller's
     personnel shall include Seller's employees, agents and/or subcontractors.
     At Buyer's request, Seller shall provide copies of the background
     investigations to Buyer.

     26.03 Seller shall not assign to Buyer's project(s) any personnel convicted
     of a misdemeanor relating to computer security, theft, violence, or fraud
     or any personnel with a record of felony conviction of any kind.

     26.04 In fulfilling the obligations under this Section, Seller shall comply
     with all laws, rules, and regulations about making investigative reports
     and the disclosure of the information contained therein. Seller shall
     indemnify, defend, and hold Buyer harmless against any wrongful disclosure
     by Seller, its employees, and/or agents of said reports and the information
     contained therein.

     26.05 At Buyer's request, Seller shall promptly remove from Buyer's
     premises any employee of Seller to whom Buyer does not wish to grant access
     to its premises, or who, in Buyer's opinion, has been unacceptable,
     negligent, dishonest, or otherwise unsatisfactory in performing his/her
     duties hereunder. Such a request for removal from Buyer's premises shall in
     no way be interpreted as a request by Buyer for Seller to discipline the
     employee in any way.

SECTION 27. MBE/WBE/DVBE PARTICIPATION
--------------------------------------

     27.01 Seller will strive to achieve the participation of MBE/WBE and DVBE
     firms (as defined in the Paragraph entitled "MBE/WBE/DVBE Cancellation
     Clause") as follows: 10% annual MBE participation; 10% annual WBE
     participation; and 2% annual DVBE participation. These goals apply to all
     annual expenditures by any entity pursuant to this Agreement with Seller.
     Seller MBE/WBE/DVBE participation may be achieved through cost of goods
     content, contract specific subcontracting or the use of value-added
     resellers. The participation levels identified above will be renegotiated
     to comply with any regulatory requirements imposed on Buyer.

     27.02 Seller will submit a Participation Plan annually by the first week in
     January. Seller will submit MBE/WBE/DVBE Results Reports quarterly by the
     end of the first week following the close of each quarter, using the form
     attached hereto and incorporated herein as Appendix 1. Participation Plans
     and Results Reports will be submitted to the Prime Seller Results Manager.

     27.03 MBE/WBE/DVBE Cancellation Clause. Seller agrees that falsification or
     misrepresentation of, or failure to report a disqualifying change in, the
     MBE/WBE/DVBE status of Seller or any subcontractor utilized by Seller; or
     Seller's failure to cornply in good faith with any MBE/WBE/DVBE utilization
     goals established by Seller; or Seller's failure to cooperate in any
     investigation conducted by Buyer, or by Buyer's agent, to determine
     Seller's compliance with this section, will constitute a material breach of
     this

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

<PAGE>

                                                          Agreement No. TH120103
                                                                   Page 13 of 22


     Agreement. In the event of any such, breach, Buyer may, at its option,
     cancel ("Cancel") this Agreement upon thirty (30) days notice. Seller
     acknowledges and agrees that Buyer's right to Cancel is absolute and
     unconditional, and Buyer shall not be subject to liability, nor shall
     Seller have any right to suit for damages as a result of such cancellation.

     27.04 For purchases under this Agreement by any entity operating
     principally in California (collectively "California Affiliates"), Minority
     and Women Business Enterprises (MBEs/WBEs) are defined as businesses which
     satisfy the requirements of paragraph d below and are certified as
     MBEs/WBEs by the California Public Utilities Commission Clearinghouse
     ("CPUC-certified"). For purchases under this Agreement by any entity that
     is not a California Affiliate, MBEs/WBEs are defined as businesses which
     satisfy the requirements of paragraph d below and are either CPUC-certified
     or are certified as MBEs/WBEs by a certifying agency recognized by Buyer.

     27.05 MBEs/WBEs must be at least 51% owned by a minority individual or
     group or by one or more women (for publicly-held businesses, at least 51%
     of the stock must be owned by one or more of those individuals), and the
     MBEs/WBEs' management and daily business operations must be controlled by
     one or more of those individuals, and these individuals must be either U.S.
     citizens or legal aliens with permanent residence status. For the purpose
     of this definition, minority group members include male or female Asian
     Americans, Black Americans, Filipino Americans, Hispanic Americans, Native
     Americans (i.e., American Indians, Eskimos, Aleuts and Native Hawaiians),
     Polynesian Americans, and multi-ethnic (i.e., any combination of MBEs and
     WBEs where no one specific group has a 51% ownership and control of the
     business, but when aggregated, the ownership and control combination meets
     or exceeds the 51% rule). "Control" in this context means exercising the
     power to make policy decisions. "Operate" in this context means actively
     invoked in the day-to-day management of the business and not merely acting
     as officers or directors.

     27.06 For purchases under this Agreement by California Affiliates, Disabled
     Veteran Business Enterprises (DVBEs) are defined as business concerns that
     satisfy the requirements of paragraph g below and are certified as DVBEs by
     the California State Office of Small and Minority Business (OSMB). The DVBE
     must be a resident of the State of California, and must satisfy the
     requirements of paragraph g below.

     27.07 For purchases under this Agreement by any entity that is not a
     California Affiliate, DVBEs are defined as any business concern that
     satisfies the requirements of paragraph g below and is either a defined
     DVBE for purchases by California Affiliates, or is certified as a DVBE by a
     certifying agency recognized by Buyer.

     27.08 The DVBE must be (1) a non publicly-owned enterprise at least 51%
     owned by one or more disabled veterans; or (2) a publicly-owned business in
     which at least 51% of the stock is owned by one or more disabled veterans;
     or (3) a subsidiary which is wholly owned by a parent corporation, but only
     if at least 51% of the voting stock of the parent corporation is owned by
     one or more disabled veterans; or (4) a joint venture in which at least 51%
     of the joint venture's management and control and earnings are held by one
     or more disabled veterans. In each case, the management and control of the
     daily business operations must be by one or mote disabled veterans. A
     disabled veteran is a veteran of the military, naval or air service of the
     United States with a service-connected disability. "Management and control"
     in this context means exercising the power to make policy decisions and
     actively involved in the day-to-day management of the business and not
     merely acting as officers or directors.

     27.09 Foreign-owned firms operating in the United States do not qualify as
     MBE/WBE/DVBE merely by virtue of being foreign-owned. They must meet all
     other definitions listed above to satisfy these requirements.

SECTION 28. CONFLICT OF INTEREST
--------------------------------

     28.01 Seller represents and warrants that no officer, director, employee,
     or agent of Buyer has been or will be employed, retained or paid a fee, or
     otherwise has received or will receive any personal

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

<PAGE>

                                                          Agreement No. TH120103
                                                                   Page 14 of 22


     compensation or consideration, by or from Seller or any of Seller's
     officers, directors, employees or agents in connection with the obtaining,
     arranging or negotiation of this Agreement or other documents entered into
     or executed in connection with this Agreement.

SECTION 29. CHOICE OF LAW/VENUE
-------------------------------

     29.01 The laws of the State of Georgia, without regard to its choice of law
     provisions, shall govern the validity, construction, interpretation, and
     performance of this Agreement. Each party irrevocably agrees that any legal
     action, suit or proceeding brought by it arising out of this Agreement must
     be brought solely and exclusively in the appropriate state or federal court
     in Fulton County, Georgia, and each party irrevocably consents to the
     jurisdiction of such court.

SECTION 30. FACILITY RULES AND GOVERNMENT CLEARANCE
---------------------------------------------------

     30.01 Each party's employees and representatives shall comply with all
     internal rules and regulations while they are on the other's premises. If
     required by Government regulations, such compliance shall include
     submission of a satisfactory clearance from the U.S. Department of Defense
     and other concerned federal authorities.

SECTION 31. RIGHT OF ACCESS
---------------------------

     31.01 Both Seller and Buyer shall reasonable access to the other's
     facilities in connection with work hereunder. No charge shall be made for
     such visits. It is agreed that prior notification will be given when access
     is required. Seller agrees to remove any of its employees at Buyer's
     request.

SECTION 32. DEFAULT
-------------------

     32.01 If Seller breaches or defaults on any of the terms, conditions, or
     covenants of this Agreement or any Order, Buyer shall give Seller written
     notice of such breach or default. If such breach or default continues for
     ten (10) days after Buyer gives Seller written notice, then in addition to
     all other rights and remedies of law or equity or otherwise, Buyer may
     cancel this Agreement or any such Order without any charge, obligation, or
     liability whatsoever, except for payment of Services already received and
     accepted.

SECTION 33. COMPLIANCE WITH LAWS
--------------------------------

     33.01 Seller shall comply with all applicable federal, state, county and
     local laws, orders, rules, ordinances, regulations and codes including, but
     not limited to, Seller's obligations as an employer regarding the health,
     safety and payment of its employees. Seller further agrees to comply with
     all applicable Executive and Federal regulations as set forth in "Executive
     Orders and Federal Regulations," a copy of which is attached as Appendix 2
     and by this reference made a part of this Agreement. Seller's compliance
     shall also include identifying and procuring the required permits,
     certificates, approvals, and inspections in Seller's performance under this
     Agreement. Notwithstanding whether a specification is furnished under this
     Agreement, Seller shall comply with all applicable laws regarding the
     furnishing of Services. Seller shall indemnify, defend and hold Buyer
     harmless against any claim, loss, liability, cost or damage sustained
     because of Seller's noncompliance.

SECTION 34. RELEASES VOID
-------------------------

     34.01 Neither party shall require waivers or releases of any personal
     rights from representatives of the other in connection with visits to such
     party's premises. Neither party shall require any representative of the
     other party to sign a personal "nondisclosure agreement." Neither Seller
     nor Buyer shall plead any such releases or waivers in any action or
     proceeding.

SECTION 35. AMENDMENTS AND WAIVERS
----------------------------------

     35.01 This Agreement and any Orders placed hereunder may be amended or
     modified only by a written document signed by the authorized representative
     of the Party against whom enforcement is sought; provided that Buyer may,
     at any time, make changes to the scope of Work, and Seller shall not
     unreasonably withhold or condition its consent. An equitable adjustment
     shall be made if such change substantially affects the time of performance
     or the cost of the Work to be performed under this Agreement.

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

<PAGE>

                                                          Agreement No. TH120103
                                                                   Page 15 of 22


     Such cost adjustment shall be made on the basis of the actual cost of the
     Work, unless otherwise agreed in writing. No waiver or failure to exercise
     any option, right or privilege under the terms of this Agreement on any
     occasion or occasions shall be construed to be a waiver of the same or any
     other option, right, or privilege on any other occasion.

SECTION 36. SEVERABILITY
------------------------

     36.01 If any of the provisions of this Agreement shall be invalid or
     unenforceable under the laws of the jurisdiction applicable to the entire
     Agreement, such invalidity or unenforceability shall not invalidate or
     render unenforceable the entire Agreement but rather the entire Agreement
     shall be construed as if not containing the particular invalid or
     unenforceable provision or provisions, and the rights and obligations of
     Seller and Buyer shall be construed and enforced accordingly.

SECTION 37. CONTINGENCY
-----------------------

     37.01 Neither Seller nor Buyer shall be held responsible for any delay or
     failure in performance of any part of this Agreement to the extent that
     such delay or failure is caused by fire, flood, explosion, war, strike,
     embargo, government requirement, civil or military authority, act of God,
     or other similar causes beyond Seller's or Buyer's control (each
     hereinafter a "Condition"). If any such Condition occurs, the party delayed
     or unable to perform shall give immediate notice to the other party, and
     the party affected by the other's delay or inability to perform may elect
     to: (1) terminate this Agreement or part thereof as to Services not already
     received; (2) suspend this Agreement for the duration of the Condition, buy
     or sell elsewhere services comparable to those to be obtained under this
     Agreement, and deduct from any Seller commitment the quantity bought or for
     which commitments with other suppliers have been made; or (3) resume
     performance of this Agreement once the Condition ceases with an option in
     the affected party to extend the period of this Agreement up to the length
     of time the Condition endured. Unless written notice is given within thirty
     (30) days after the affected party is notified of the Condition, option
     "(2)" shall be deemed selected.

SECTION 38. INSURANCE
---------------------

     38.01 With respect or performance hereunder, and in addition to Seller's
     obligation to indemnify, Seller agrees to maintain, at all times during the
     term of this Agreement, the following minimum insurance coverages and
     limits and any additional insurance and/or bonds required by law:

          a)   Workers' Compensation insurance with benefits afforded under the
               Laws of the state in which the Services are to be performed and
               Employers Liability insurance with minimum limits of $100,000 for
               Bodily Injury-each accident, $500,000 for Bodily Injury by
               disease-policy limits and $100,000 for Bodily Injury by
               disease-each employee.

          b)   Commercial General Liability insurance with minimum limits of:
               $2,000,000 General Aggregate limit; $1,000,000 each occurrence
               sub-limit for all bodily injury or property damage incurred in
               any one occurrence; $1,000,000 each occurrence sub-limit for
               Personal Injury and Advertising; $2,000,000 Products/Completed
               Operations Aggregate limit, with a $1,000,000 each occurrence
               sub-limit for Products/Completed Operations. Fire Legal Liability
               sub-limits of $300,000 are required for lease agreements. Buyer
               and its Affiliated companies will be listed as an Additional
               Insured on the Commercial General Liability policy.

          c)   If use of a motor vehicle is required, Automobile Liability
               insurance with minimum limits of $1,000,000 combined single
               limits per occurrence for bodily injury and property damage,
               which coverage shall extend to all owned, hired and non-owned
               vehicles.

     38.02 Buyer requires that companies affording insurance coverage have a
     rating of B+ or better and a Financial Size Category rating of VII or
     better rating, as rated in the A.M. Best Key Rating Guide for Property and
     Casualty Insurance Companies.

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

<PAGE>

                                                          Agreement No. TH120103
                                                                   Page 16 of 22


     38.03 A certificate of insurance stating the types of insurance and policy
     limits provided the Seller must be received prior to commencement of any
     Work. If a certificate is not received, Seller hereby authorizes Buyer, and
     Buyer may, but is not required to, obtain insurance on behalf of Seller as
     specified herein. Buyer will either invoice Seller for the costs incurred
     to so acquire insurance or will reduce by an applicable amount any amount
     owed to Seller.

     38.04 The cancellation clause on the certificate of insurance will be
     amended to read as follows:

          "THE ISSUING COMPANY WILL MAIL THIRTY (30) DAYS WRITTEN NOTICE TO THE
          CERTIFICATE HOLDER PRIOR TO CANCELLATION OR A MATERIAL CHANGE TO
          POLICY DESCRIBED ABOVE."

     38.05 The Seller shall also require all subcontractors performing Work on
     the project or who may enter upon the work site to maintain the same
     insurance requirements listed above.

SECTION 39. INDEMNITY
---------------------

     39.01 Seller agrees to indemnify, defend, and hold Buyer harmless from any
     and all iabilities, causes of action, lawsuits, penalties, claims or
     demands (including the costs, expenses and reasonable attorneys' fees on
     account thereof) that may be made by:

          a)   Anyone for injuries of any kind, including but not limited to
               personal injury, death, property damage and theft, arising in
               whole or in party out of or resulting in whole or in part from
               Seller's or its agents' or subcontractors' negligent or willful
               acts or omissions or those of persons furnished by Seller, its
               agents or its subcontractors or resulting from use of Material,
               Software, Documentation and/or Services furnished hereunder or
               resulting from Seller's or its agents' or subcontractors' failure
               to perform its or their obligations hereunder;

          b)   Any of either Seller's, its agents' or its subcontractors'
               employees or former employees for which the Seller's, its agents'
               or its subcontractors' liability to such employee or former
               employee would otherwise be subject to payments under the state
               Workers' Compensation laws or an Employer's Liability policy,
               premises liability principles or any other law or form of legal
               duty or obligation; and

          c)   Either Seller's, its agents' or its subcontractors' employees or
               former employees, including applicants at Buyer's job site, for
               any and all claims arising out of the employment relationship
               with respect to performing under this Agreement. This includes,
               but is not limited to, employment discrimination charges and
               actions arising under Title VII of The Civil Rights Act of 1964,
               as amended; The Equal Pay Act; The Age Discrimination Act, as
               amended; The Rehabilitation Act; The Americans with Disabilities
               Act; The Fair Labor Standards Act; The National Labor Relations
               Act; and any other applicable law.

     39.02 Seller, at its own expense, agrees to defend Buyer, at Buyer's
     request, against any such liability, cause of action, lawsuit, penalty,
     claim, or demand, administrative proceeding or lawsuit, including any in
     which Buyer is named as an "employer" or "joint employer" with Seller.
     Buyer shall notify Seller promptly of any written claims or demands against
     Buyer for which Seller is responsible hereunder. The foregoing indemnity
     shall be in addition to any other indemnity obligations of Seller set forth
     in this Agreement.

     39.03 Notwithstanding the foregoing, Seller shall have no obligation to
     indemnify, defend, and hold Buyer harmless from and against any liability,
     cause of action, lawsuit, penalty, claim, or demand, administrative
     proceeding or lawsuit resulting solely from the negligence or willful
     conduct of Buyer, and Buyer shall indemnify Seller in such cases.

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

<PAGE>

                                                          Agreement No. TH120103
                                                                   Page 17 of 22


SECTION 40. SURVIVAL OF OBLIGATIONS
-----------------------------------

     40.01 Buyer's and Seller's respective obligations hereunder which by their
     nature would continue beyond the termination, cancellation or expiration of
     this Agreement or any Order shall survive. This includes, by way of example
     but not limitation, the obligations provided in the sections entitled
     "BUYER'S INFORMATION"; "PRIVACY OF CUSTOMER INFORMATION"; "OWNERSHIP OF
     WORK PRODUCT; "INDEMNITY"; "LICENSES"; "PATENT AND OTHER PROPRIETARY RIGHTS
     INFRINGEMENT"; "PUBLICITY"; and "WARRANTY FOR SERVICES."

SECTION 41. ***
---------------

     41.01 Upon cancellation, Termination or expiration of this Agreement,
     Seller shall provide *** which *** be *** by Buyer ("***") to allow Buyer
     and the *** of the Services to *** to the Buyer, including but not limited
     to *** all *** for *** a or *** to *** the ***. Such *** will be *** at ***
     to ***. Seller shall provide Buyer with an itemized estimate of ***
     required to support Buyer's *** at least *** prior to the date of
     Cancellation, Termination or expiration or as otherwise agreed by the
     parties.

SECTION 42. NOTICES
-------------------

     42.01 Except as otherwise provided herein, any notices or demands which are
     required by law or under the terms of this Agreement shall be given or made
     by Seller or Buyer in writing and shall be given by hand delivery, telegram
     or similar communications, or by certified or registered mail, and
     addressed to the respective parties set forth below. Such notices shall be
     deemed to have been given in the case of telegrams or similar
     communications when sent, and in the case of certified or registered mail
     when deposited in the United States mail with postage prepaid.

     To Buyer:  Cingular Wireless LLC

                5565 Glenridge Connector

                Atlanta, Georgia 30342

                Attn.: Teresa Hester, Contract Manager

     Copy To:   Cingular Wireless LLC

                5565 Glenridge Connector

                Atlanta, Georgia 30342

                Attn.: Chief Counsel-SCM, Fl. 17

     To Seller: Phase 2 Solutions, Inc.

                8901 E. Raintree Dr., Suite 100

                Scottsdale, AZ 85260

                Attn.: Vic Sese, Director of Business
                Development

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

   ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

<PAGE>

                                                          Agreement No. TH120103
                                                                   Page 18 of 22


     42.02 The above addresses may be changed at any time by giving thirty (30)
     days prior written notice as above provided.

SECTION 43. SECURITY REQUIREMENTS FOR SYSTEM OR NETWORK ACCESS BY CONTRACTORS
-----------------------------------------------------------------------------

     43.01 Contractors and their personnel who qualify as Users hereunder must
     comply with these security requirements ("Requirements") prior to being
     allowed access to Buyer's computers, computer peripherals, computer
     communications networks, computer systems/applications/software, network
     elements and their support systems, and the information stored,
     transmitted, or processed using these resources ("Information Resources.")
     "Contractor" means a person or business entity with a written agreement
     ("Agreement") to perform services for Buyer. "User" means any individual
     performing services under the Agreement, whether as an employee, approved
     subcontractor, or agent of Contractor. "Buyer Sponsor" means the Buyer
     management employee responsible for the oversight of the services provided
     by Contractor.

     43.02 Compliance with Policies, Laws and Agreement. Contractor agrees that
           --------------------------------------------
     compliance with Buyer's forthcoming Corporate Information Security Policies
     is of the utmost importance and will negotiate in good faith to be in
     compliance with those policies enacted or revised by Buyer from time to
     time. Contractor and User must protect Buyer Information Resources and
     Buyer proprietary or confidential data or information in accordance with
     the terms and conditions of the Agreement (including any separate
     confidentiality agreements), and must comply with all applicable
     international, federal, state, and local laws and regulations related to
     use of Information Resources and protection of Buyer's data or information.
     Contractor is responsible for ensuring that all Users comply with these
     Requirements.

     43.03 Contractor General Responsibilities
           -----------------------------------

          a)   Contractor shall ensure that all Users are covered by a legally
               binding obligation that protects Buyer's proprietary and
               confidential information.

          b)   Contractor shall submit to the Buyer Sponsor a form (attached as
               Appendix 3) for each User to verify that User is bound by such
               confidentiality obligations to Contractor and has been briefed on
               these Requirements.

          c)   Contractor shall perform a criminal background check on each User
               prior to allowing the User to access an Information Resource, and
               shall not allow such access if the User has been convicted of or
               is currently awaiting trial for a felony offense or a misdemeanor
               related to computer security, theft, fraud or violence.

          d)   Notwithstanding any agreement to the contrary, Contractor shall
               not subcontract any part of the work under the Agreement whereby
               the subcontractor will have access to Buyer's Information
               Resources without written approval of Buyer.

     43.04 Audits. Upon at least one week's notice from Buyer, and subject to
           ------
     reasonable security requirements of Contractor, Contractor shall provide
     Buyer's designated representatives, if under a commercially reasonable
     nondisclosure agreement with both Buyer and Contractor, with access to and
     any assistance that it may require with respect to the Contractor's
     facilities, systems and software for the purpose of performing commercially
     reasonable tests and audits to determine compliance with these
     Requirements, including intellectual property audits if applicable, data
     privacy and security audits, and audits or inspections of the services and
     related operational processes and procedures, and access to any SAS-70
     audits performed during the term of the Agreement. If Contractor is advised
     that it is not in compliance with any aspect of these Requirements,
     Contractor shall promptly take actions to comply with the audit findings.
     If Contractor is substantially in nonconformance with the foregoing, in
     addition to any remedies that Buyer may have, Contractor shall bear the
     reasonable cost of a re-audit after Contractor indicates to Sponsor that
     the audit findings have been remedied. Buyer may audit or inspect any
     computer hardware or software used by Users in the performance of work for
     Buyer, and may periodically review or monitor any use of Information
     Resources by User. Any User using Buyer Information Resources in an

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

<PAGE>

                                                          Agreement No. TH120103
                                                                   Page 19 of 22


     inappropriate manner may be subject to removal from the Buyer account, and
     to any other legal remedies Buyer may have.

     43.05 Privacy of Customer Information. Contractor and User acknowledge that
           -------------------------------
     information regarding Buyer's customers, such as their account information,
     (including by way of example, name, address, telephone number, credit card
     information or social security number) ("Customer Information") are subject
     to certain privacy laws and regulations, as well as the requirements of
     Buyer. Such Customer Information is to be considered private, sensitive and
     confidential. Accordingly, with respect to Customer Information, Contractor
     and User agree to:

          a)   not use any Customer Information or "customer proprietary network
               information" for any purpose except as expressly authorized by
               Buyer in writing.

          b)   make no disclosure of Customer Information to any party other
               than Buyer except as expressly authorized by Buyer in writing;

          c)   not incorporate any Customer Information into any database other
               than in a database maintained exclusively for the storage of
               Buyer's Customer Information;

          d)   not incorporate any data from any of Contractor's other
               customers, including other Affiliates of Buyer, into the
               aforesaid Customer database;

          e)   make no sale, license or lease of Customer Information to any
               other party;

          f)   restrict access to Customer Information to only those employees
               of Contractor with a need to know and to use only for the
               purposes set forth in this Agreement.

     43.06 Encryption. Neither Contractor nor User shall transmit Buyer's
           ----------
     information across a public network or outside or Buyer's data centers
     without Buyer's permission, and then only pursuant to Buyer's encryption
     standards.

     43.07 Viruses. Contractor and User will use best efforts to ensure that no
           -------
     viruses, worms or other forms of destructive code are introduced into the
     Information Resources.

     43.08 Social Engineering. Users shall be aware that "social engineers" may
           ------------------
     impersonate others to obtain information in a fraudulent manner. Users
     shall provide information only to persons known or verified to have a need
     to know such information for a Buyer-approved purpose. If a caller does not
     appear to be legitimate, User should report the incident to the Buyer
     Sponsor or Buyer Security.

     43.09 User ID's and Passwords. User ID's and passwords must be kept private
           -----------------------
     and not shared with others. Contractor shall notify Buyer immediately of
     the termination or redeployment of a User which may no longer require
     access to Buyer applications or systems in order to deactivate and/for
     remove access for that User.

     43.10 Access Control. Contractor and Users shall not conduct any
           --------------
     unauthorized pinging or exploring of Information Resources, nor make any
     attempt at hacking or gaining unauthorized access to Information Resources.
     This includes any form of system penetration such as probing, sniffing,
     browsing, or looping. Neither Contractor nor User shall connect any device
     to Buyer's Information Resource without permission. Users shall not leave
     system access devices signed on when they are unattended. Users shall only
     access the actual Buyer Information Resources necessary to accomplish work
     under the Agreement. Contractor and User must have express permission for
     remote access to Information Resources and remote access shall be in
     accordance with Buyer's policy. Any access device, such as a SecurID card,
     shall be returned to Buyer when Contactor or User has ended its work.

     43.11 Return or Destruction of Data. At the termination or expiration of
           -----------------------------
     the Agreement or when there is no longer a business need or data retention
     requirement, or at the request of Buyer, Contractor and User will either
     return or purge and destroy at Buyer's direction, all Buyer data, including
     Customer Information

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

<PAGE>

                                                          Agreement No. TH120103
                                                                   Page 20 of 22


     from Contractor's and User's own information resources, according to Buyer
     standards, and will notify Buyer when this has been accomplished.

     43.12 Notification of Security Breach. Contractor or User will immediately
           -------------------------------
     notify Buyer Sponsor of any breach of these Requirements, including any
     breach that allows or could allow a third party to have access to any
     Customer Information, including but not limited to the following:

          Social Security Number

          Driver License Number

          Home Address

          Credit Card number

          Credit card expiration date

          Date of birth

          Visa / passport number

          Checking account number

          Savings account number

          Debit card number

          Mother's maiden name

          Application PIN or password

          Tax identification number

          Credit information

          Buyer Account Information

     43.13 Changes. These Requirements are subject to change and revision by
           -------
     Buyer from time to time. Contractor and Users are responsible for complying
     with the policies and underlying standards, as revised. If Contractor is
     unable to comply with the Requirements as revised, it may seek a waiver
     within a reasonable time following the change, and will thereafter remain
     bound to comply with the unchanged version.

     43.14 Waiver. If Contractor wishes to provide Buyer with services that are
           ------
     not in full compliance with this Policy, it shall request and negotiate
     with the Buyer Sponsor a written waiver of this Policy.

     43.15 Remedies. Failure of Contractor to comply with this policy may result
           --------
     in Buyer's terminating the Agreement and exercising any other legal rights
     it may have.

     43.16 Conflicts/Non-Integration. These Requirements are intended to
           -------------------------
     supplement and not replace any written agreements that the Contractor may
     enter into with Buyer. In the event of a conflict between these
     Requirements and a signed written agreement between the parties, unless
     otherwise stated herein, the signed written agreement shall control. In the
     event there is a conflict between these Requirement and any oral agreement
     between the parties, these Requirements shall control.

SECTION 44. CONSTRUCTION AND INTERPRETATION
-------------------------------------------

     44.01 The language of this Agreement shall in all cases be construed
     simply, as a whole and in accordance with its fair meaning and not strictly
     for or against any Party. The Parties agree that this Agreement has been
     prepared jointly and has been the subject of arm's length and careful
     negotiation. Each Party has been given the opportunity to independently
     review this Agreement with legal counsel and other consultants, and each
     Party has the requisite experience and sophistication to understand,
     interpret and agree to the particular language of the provisions.
     Accordingly, in the event of an ambiguity in or dispute regarding the
     interpretation of this Agreement, the drafting of the language of this
     Agreement shall not be attributed to either Party.

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

<PAGE>

                                                          Agreement No. TH120103
                                                                   Page 21 of 22


     44.02 Article, section and paragraph headings contained in this Agreement
     are for reference purposes only and shall not affect the meaning or
     interpretation of this Agreement. The use of the word "include" shall mean
     "includes, but is not limited to." The singular use of words shall include
     the plural and vice versa. Except as otherwise specified, Seller's price
     for Material and Services includes the price for all related Material or
     Services necessary for Buyer to use the Material and/or Services for its
     intended purpose, as well as all other Seller obligations under this
     Agreement. All obligations and rights of the Parties are subject to
     modification as the parties may specifically provide in an Order.
     "Services" and "Software" shall be treated as "goods" for purposes of
     applying the provisions of the Uniform Commercial Code ("UCC"). If there is
     an inconsistency or conflict between the terms in this Agreement and in an
     Order, the terms in the Order shall take precedence.

     44.03 Whenever any Party is entitled to interest under this Agreement, the
     amount of interest shall be the lower of twelve percent (12%) per annum, or
     the highest amount allowed by the governing state law, pursuant to Section
     29, "Choice of Law/Venue," of this Agreement.

SECTION 45. LIMITATION OF LIABILITY
-----------------------------------

     45.01 Neither Buyer not Seller will be liable for consequential,
     incidental, special or punitive damages, or for loss of revenue or profit
     in connection with the performance or failure to perform regardless of
     whether such Liability arises from breach of contract, tort, or any other
     theory of Liability.

SECTION 46. ***
---------------

     46.01 Seller represents and warrants that ***, and other *** and *** in
     this Agreement are and will *** be *** than *** or which *** by ***. ***
     shall *** and have an *** of its *** its *** with this Section to *** upon
     ***. This *** shall be sent to Buyer's representative listed under the
     Section called "Notices."

SECTION 47. TECHNICAL SUPPORT
-----------------------------

     47.01 Seller will provide, at no additional cost to Buyer, full and
     complete technical assistance to Buyer for the Material and Services
     provisioned under this Agreement, including ongoing technical support and
     field Service and assistance, provision of technical bulletins and updated
     user manuals, and telephone assistance to assist with installation,
     operation, maintenance and problem resolution. The availability or
     performance of this technical support will not be construed as altering or
     affecting Seller's obligations as set forth in the Warranty for Services
     section or as provided elsewhere in this Agreement. Field service and
     technical support, including emergency support (service affecting), will be
     provided on site twenty-four (24) hours a day. Seller will provide to
     Buyer, and keep current, an escalation document that includes names, titles
     and telephone numbers, including after-hours telephone numbers, of Seller
     personnel responsible for providing technical support to Buyer. Seller will
     maintain a streamlined escalation process to speed resolution of reported
     problems.

SECTION 48. WORK DONE BY OTHERS
-------------------------------

     48.01 If any part of Seller's Work is dependent upon work performed by
     others, Seller shall inspect and promptly report to Buyer any defect that
     renders such other work unsuitable for Seller's proper performance.
     Seller's silence shall constitute approval of such other work as fit,
     proper and suitable for Seller's performance of its Work.

SECTION 49. INCORPORATION BY REFERENCE
--------------------------------------

     49.01 The terms and conditions contained in Appendices 1 through 3,
     referred to in this Agreement and attached hereto, are an integral part of
     this Agreement and are fully incorporated herein by this reference.

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

   ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

<PAGE>

                                                          Agreement No. TH120103
                                                                   Page 22 of 22


SECTION 50. ENTIRE AGREEMENT
----------------------------

     50.01 This Agreement, and any Order placed hereunder, shall constitute the
     entire agreement between Buyer and Seller relating to this Agreement or a
     particular Order and may not be modified or amended other than by a written
     instrument executed by both parties. With the exception of those
     pre-printed provisions included as a part of this Agreement, any other
     pre-printed provisions on Seller's and Buyer's forms shall be deemed
     deleted. An Order placed by Buyer hereunder shall incorporate the typed,
     stamped, or written provisions or data found thereon and in subordinated
     documents (such as shipping releases) so long as the typed, stamped, or
     written provisions or data merely supplement but do not vary the provisions
     of this Agreement. Whenever typed, stamped, or written provisions of an
     accepted Order conflict with this Agreement, this Agreement shall control
     unless otherwise agreed to under a "Special Considerations" section of the
     Order.

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly
authorized representatives in one or more counterparts, each of which shall
constitute an original but all of which together shall constitute only one
agreement, on the date set forth in Section 3.

PHASE 2 SOLUTIONS, INC.                 CINGULAR WIRELESS LLC


By: /s/ Arthur S. Graf                  By: /s/ George Foley
    ---------------------------------       ------------------------------------
          (Authorized Signature)                   (Authorized Signature)

Name: Arthur S. Graf                    Name: George Foley
      -------------------------------         ----------------------------------
              (Print or Type)                           (Print or Type)

Title: CFO/COO                          Title: EO GP&S
       ------------------------------          ---------------------------------

Date: 2/24/2004                         Date: 2/23/2004
      -------------------------------         ----------------------------------

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

<PAGE>

                                                          Agreement No. TH120103
                                                                     Appendix: 1
                                                MBE/WBE/DVBE RESULTS REPORT FORM
                                                                         Page: 1


                                   Appendix 1
                                   ----------

                        MBE/WBE/DVBE RESULTS REPORT FORM
                        --------------------------------

Seller will submit M/WBE-DVBE Results Reports *** by the end of the first week
following the close of each ***, using the form attached hereto and incorporated
herein as Appendix 1. Participation Plans and Results Reports will be submitted
to the Prime Seller Results Manager.

     INSERT EXCEL FORM

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

   ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

<PAGE>

                      TIER II M/WBE-DVBE *** RESULTS REPORT

                            Direct and Indirect Spend

  Note: Subcontracting Results should reflect ONLY M/WBE-DVBE dollars directly
                    traceable to sales DURING THE REPORT ***

        Results must be reported individually for each Cingular affiliate

<TABLE>
<S>                                                           <C>
------------------------------------------------------------------------------------------------------------------------------
THIS SUMMARY REPORT SHOULD BE E-MAILED TO:                                         ***@cingular.com

Note: Questions and requests for assistance may be directed   ***, SUPPLIER DIVERSITY MANAGER
to:                                                           5565 GLENRIDGE CONNECTOR, STE. 1664G
                                                              ATLANTA, GA 30342             FAX#: ***
------------------------------------------------------------------------------------------------------------------------------

1. REPORTING COMPANY:                                         2. REPORT ***:

                                                              This report reflects the utilization of Minority Business
                                                              Enterprise/Women Business Enterprise/Disabled Veterans
Company Name:     _________________________________           Enterprise

                                                              participation for period
Address:          _________________________________                 ___________________________________ through
                                                                    ___________________________________
                                                                          (Please indicate dates)
City, State, Zip: _________________________________

Contact Name:     _________________________________

Title:            _________________________________

E-mail:           _________________________________

Date:             _________________________________

Telephone:        _________________________________


Signature:
                  ---------------------------------

------------------------------------------------------------------------------------------------------------------------------
                       PARTICIPATION GOAL                                      PARTICIPATION ACHIEVEMENT
------------------------------------------------------------------------------------------------------------------------------

3                                                             4

                                                              A.  DIRECT - Payments reported to Cingular by a primary
                                                              supplier who has subcontracted work to M/W/DVBEs on behalf
                                                              of the primary supplier's contract with Cingular.














                                                              B.  INDIRECT-Primary supplier's M/W/DVBE spend not related
                                                              to the Cingular contract.

                                                              Cingular % of total Revenues (U.S. revenues only
                                                                                                               ---------------
                                                              Total Indirect Diversity Spend (in US)           $
                                                                                                               ---------------
                                                              Total Diversity Contribution                     #VALUE!
                                                                                                               ---------------
                                                              Total Diversity Spend to Cingular                #VALUE!
                                                                                                               ---------------
------------------------------------------------------------------------------------------------------------------------------
                                               Cingular - SUBCONTRACTING RESULTS
------------------------------------------------------------------------------------------------------------------------------
5. M/WBE/DVBE SUBCONTRACTOR(S)                        Ethnic Gender               Total Dollars
(Direct Spend Only)                                   -------------               -------------
Name: ___________________________________________
Address: ________________________________________
City, State, Zip: _______________________________
Telephone: ______________________________________
Goods Or Services: ______________________________

------------------------------------------------------------------------------------------------------------------------------
To add additional subcontractors, copy the entire light gray area and paste directly below this line
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

   ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

<PAGE>

                                                          Agreement No. TH120103
                                                                     Appendix: 2
                                        Executive Orders and Federal Regulations
                                                                         Page: 1


                                   Appendix 2
                                   ----------

                    EXECUTIVE ORDERS AND FEDERAL REGULATIONS
                    ----------------------------------------

Work under this Agreement may be subject to the provisions of certain Executive
Orders, federal laws, state laws and associated regulations governing
performance of this Agreement including, but not limited to: Executive Order
11246, Executive Order 11625, Executive Order 11701 and Executive Order 12138,
Section 503 of the Rehabilitation Act of 1973, as amended, and the Vietnam Era
Veteran's Readjustment Assistance Act of 1974. To the extent that such Executive
Orders, federal laws, state laws and associated regulations apply to the Work
under this Agreement, and only to that extent, Seller (also referred to as
"Contractor") agrees to comply with the provisions of all such Executive Orders,
federal laws, state laws and associated regulations, as now in force or as may
be amended in the future, including, but not limited to, the following:

1. EQUAL EMPLOYMENT OPPORTUNITY DUTIES AND PROVISIONS OF GOVERNMENT CONTRACTORS

In accordance with 41 C.F.R. Section 60-1.4(a), the parties incorporate herein
by this reference the regulations and contract clauses required by that section,
including, but not limited to, Seller's agreement that it will not discriminate
against any employee or applicant for employment because of race, color,
religion, sex or national origin. Seller will take affirmative action to ensure
that applicants are employed, and that employees are treated during employment,
without regard to their race, color, religion, sex or national origin.

2. AGREEMENT OF NON SEGREGATED FACILITIES

In accordance with 41 C.F.R. Section 60-1.8, Seller agrees that it does not and
will not maintain or provide for its employees any facilities segregated on the
basis of race, color, religion, sex or national origin at any of its
establishments, and that it does not, and will not, permit its employees to
perform their services at any location, under its control, where such segregated
facilities are maintained. The term "facilities" as used herein means waiting
rooms, work areas, restaurants and other eating areas, time clocks, rest rooms,
washrooms, locker rooms and other storage or dressing areas, parking lots,
drinking fountains, recreation or entertainment areas, transportation, and
housing facilities provided for employees; provided that separate or single-user
restrooms and necessary dressing or sleeping areas shall be provided to assure
privacy between the sexes.

3. AGREEMENT OF AFFIRMATIVE ACTION PROGRAM

Seller agrees that it has developed and is maintaining an Affirmative Action
Plan as required by 41 C.F.R. Section 60-1.4(b).

4. AGREEMENT OF FILING

Seller agrees that it will file, per current instructions, complete and accurate
reports on Standard Form 100 (EE0-1), or such other forms as may be required
under 41 C.F.R. Section 60-1.7(a).

5. AFFIRMATIVE ACTION FOR HANDICAPPED PERSONS ANTI DISABLED VETERANS, VETERANS
OF THE VIETNAM ERA.

In accordance with 41 C.F.R. Section 60-250.20, and 41 C.F.R. Section 60-741.20,
the parties incorporate herein by this reference the regulations and contract
clauses required by those provisions to be made a part of government contracts
and subcontracts.

6. UTILIZATION OF SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS
CONCERNS

As prescribed in 48 C.F.R., Ch. 1, 19.708(a):

(a) It is the policy of the United states that small business concerns, small
business concerns owned and controlled by socially and economically
disadvantaged individuals and small business concerns owned and controlled by
women shall have the maximum practicable opportunity to participate in
performing contracts let by any Federal agency, including contracts and
subcontracts for systems, assemblies, components and related services for major

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

<PAGE>

                                                          Agreement No. TH120103
                                                                     Appendix: 2
                                        Executive Orders and Federal Regulations
                                                                         Page: 2


systems. It is further the policy of the United States that its prime
contractors establish procedures to ensure the timely payment amounts due
pursuant to the terms of the subcontracts with small business concerns, small
business concerns owned and controlled by socially and economically
disadvantaged individuals and small business concerns owned and controlled by
women.

(b) Seller hereby agrees to carry out this policy in the awarding of
subcontracts to the fullest extent consistent with efficient contract
performance. Seller further agrees to cooperate in any studies or surveys as may
be conducted by the United States Small Business Administration or the awarding
agency of the United States as may be necessary to determine the extent of
Seller's compliance with this clause.

(c) As used in this Agreement, the term "small business concern" shall mean a
small business as defined pursuant to Section 3 of the Small Business Act and
relevant regulations promulgated pursuant thereto. The term "small business
concern owned and controlled by socially and economically disadvantaged
individuals" shall mean a small business concern (i) which is at least fifty-one
percent (51%) unconditionally owned by one or more socially and economically
disadvantaged individuals, or, in the case of any publicly owned business, at
least fifty-one percent (51%) of the stock of which is unconditionally owned by
one or more socially and economically disadvantaged individuals; and (ii) whose
management and daily business operations are controlled by one or more such
individuals. This term shall also mean a small business concern that is at least
fifty-one percent (51%) unconditionally owned by an economically disadvantaged
Indian tribe or Native Hawaiian Organization, or a publicly owned business
having at least fifty-one percent (51%) of its stock unconditionally owned by
one of these entities which has its management and daily business controlled by
members of an economically disadvantaged Indian tribe or Native Hawaiian
Organization, and which meets the requirements of 13 CRF part 124, Seller shall
presume that "socially and economically disadvantaged individual" includes Black
Americans, Hispanic Americans, Native Americans, Asian- Pacific Americans,
Subcontinent Asian Americans and other minorities, or any other individual found
to be disadvantaged by the Administration pursuant to Section 8(a) of the Small
Business Act. Seller shall presume that socially and economically disadvantaged
entities also include Indian Tribes and Native Hawaiian Organizations.

(d) The term "small business concern owned and controlled by women" shall mean a
small business concern (i) which is at least fifty-one percent (51%) owned by
one or more women, or, in the case of any publicly owned business, at least
fifty-one percent (51%) of the stock of which is owned by one or more women, and
(ii) whose management and daily business operations are controlled by one or
more women; and

(e) Suppliers acting in good faith may rely on written representations by their
subcontractors regarding their status as a small business concern, a small
business concern owned and controlled by socially and economically disadvantaged
individuals or a smalll business concern owned and controlled by women.

SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS SUBCONTRACTING PLAN.

The subcontractor will adopt a plan similar to the plan required by 48 CFR Ch. 1
at 52.219-9.

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

<PAGE>

                                                          Agreement No. TH120103
                                                                     Appendix: 3
                                                              USER CERTIFICATION
                                                                          Page 1


                                   Appendix 3
                                   ----------

                               USER CERTIFICATION

User should complete Section 1. Contractor should complete Section 2.

Contractor should then return completed form to its Buyer Sponsor.

Buyer Sponsor shall retain this form for one year after User's work has ended
and shall provide a copy to Sponsor's security contact.

Section 1. User Certification
           ------------------

I have read and acknowledge, and hereby agree, that I will perform in accordance
with the Buyer Security Requirements for System or Network Access by
Contractors. I acknowledge that I have received a copy of these Requirements.


User: (signature)
                  ----------------------
Name: (print)
              --------------------------
Date of Birth:
               -------------------------
Date:
      ----------------------------------

Section 2. Contractor Certification
           ------------------------

The above-named User is
( ) employed by Contractor
( ) employed by __________________ and retained by Contractor as a subcontractor
( ) other, please specify:

Contractor has provided User with a copy of the Buyer Security Requirements for
System or Network Access by Contractors. User is covered by a legally binding
nondisclosure obligation between User and Contractor to protect Buyer
confidential and proprietary information. Contractor has performed the required
criminal background check on User.

User will be engaged with the following project (describe):

Length of engagement: _________________

I am aware of terms of binding nondisclosure between Contractor and Buyer.

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

<PAGE>

                                                          Agreement No. TH120103
                                                                     Appendix: 3
                                                              USER CERTIFICATION
                                                                          Page 2


Contractor Representative (signature):
                                       ---------------------
Name (print):
              ----------------------------------------------
Title:
       -----------------------------------------------------
Contractor (company) name:
                           ---------------------------------
Date:
      ------------------------------------------------------
Name of Buyer Sponsor:
                       -------------------------------------

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.
<PAGE>

[Cingular Logo]

                                                       Agreement No. TH120103-03
                                          Specification for Purchase Order No. 3
                                                                    Page 1 of 18


                     Specification for Purchase Order No. 3

This Specification for Purchase Order No. 3 ("Specification") is issued pursuant
to the Master Services Agreement No. TH120103 ("Agreement") between Cingular
Wireless LLC ("Buyer") and eTelecare Global Solutions, Inc., formerly Phase 2
Solutions, Inc. ("Seller").

Buyer hereby authorizes Seller to perform the following Services:

1    SCOPE OF WORK

     1.1  Seller shall perform call center inbound customer care and support
          services for Buyer's wireless handset Exchange By Mail program (the
          "Services"). These support services include but are not limited to the
          following;

          PRIMARY SERVICES

          o    Access the *** application (***)

          o    Create a *** (***) as required

          o    Troubleshoot to *** or *** and ***

          o    *** of *** to ***

          o    *** pursuant to above services

          SECONDARY SERVICES

          o    *** and *** through ***

          o    *** and *** and *** (***)

          o    Provide *** management (***)

     1.2  The Services described herein shall be performed by Seller at the
          following locations: 8901 Raintree Dr. Scottsdale, AZ (as capacity
          permits), Rio Rancho 1, Albuquerque, NM, 1330 20th Ave SW, Minot, ND,
          Colonnade Center, 51 Interstate, and 1215 West Cherry Street,
          Vermillion, SD. Seller will provide up to 1250 seats in the
          provisioning of Services pursuant to this Specification between these
          locations. Seller will obtain Buyer's written permission prior to
          moving Services to another facility. Each of Seller's locations
          utilized for delivery of the Services shall be adequately equipped
          with telephone systems, computer systems, and various support tools
          (such as quality assurance tools, documentation and knowledge bases),
          and such tools and systems shall be used by Seller in the satisfactory
          delivery of Services required by this Specification.

     1.3  Seller will *** at least *** percent *** available during the hours of
          operation of this program.

     1.4  Seller shall advise the Buyer Contact and/or Vendor Manager when any
          Buyer-provided system is down for more than 15 minutes. Seller shall
          provide an escalation plan with mitigating action in the event of
          systems disruption to be approved by Buyer by Services launch.

     1.5  Services shall be performed from 7 a.m. to 12 a.m. Monday through
          Friday, 9 a.m. to 9 p.m. on Saturdays, and 12 p.m. to 9 p.m. on
          Sundays. All times are EST/EDT. Hours of operation may be changed with
          written order between both parties per Section 3 below. Buyer reserves
          the right to modify (decrease or increase) Services hours of operation
          upon twenty (20) calendar days written notice to Seller. Buyer agrees
          to utilize the Change in Scope procedures to effect this change.

     1.6  Seller shall invoice Buyer based on a target average handle time
          ("TAHT") of *** over the *** with a maximum of ***. For example, if
          the TAHT for the month of May was ***, Seller

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

   ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

<PAGE>

                                                       Agreement No. TH120103-03
                                          Specification for Purchase Order No. 3
                                                                    Page 2 of 18


     would *** by the *** based on ***. Seller would *** for the *** over the
     *** TAHT maximum.

     1.7  Seller shall not bill Buyer for any programming hours that are not
          specifically programming tasks related to this program. Buyer shall be
          informed prior to commencement of any billable programming efforts.

2    DEFINITIONS

     2.1  "Customer Service Representative" or "CSR" means a Seller employee or
          agent who is contacted by and speaks with Buyer's customers either via
          telephone or email on behalf of Buyer. A CSR provides support, answers
          questions and solves problems related to Buyer's Products or Programs.

     2.2  "Product" or "Program" means Buyer's wireless services and customer
          support services related thereto.

     2.3  "Critical Time Range" means the time range where expected call volume
          is forecasted to be 20% higher than other scheduled hours.

     2.4  "Pilot Program" means the Buyer's Program which launched February 2,
          2004, and which Buyer's Program shall continue up to the start of the
          National Program.

     2.5  "National Program" means the Program that follows the end of the Pilot
          Program. Commencement of the National Program will begin on the
          Effective Date of this Specification No. 3.

     2.6  "Target Average Handle Time" is defined as the total time a CSR is in
          talk time plus after-call wrap time plus hold time divided by the
          number of calls taken by that CSR in the measured period of time.

     2.7  "Service Level" is defined as the percentage of Buyer's Customers who
          will have access to a live CSR within the specified amount of time, as
          a percentage of total calls offered.

     2.8  "*** Minutes" is defined as each minute of time for *** for *** under
          this Specification which is *** and includes *** and *** up to a ***
          Target Average Handle Time (per call) within a given billing period.

     2.9  "Quality Assessment" is based upon the quality observations outlined
          in Section 18 of this Order. Total score is the average of all
          observation scores performed within the performance period minus the
          two lowest scores.

     2.10 "Productivity" is defined as talk time, plus after-call wrap time,
          plus hold time, plus outbound call time divided by total CSR sign-on
          time.

     2.11 "Attrition" is defined as the turnover in the number of CSRs (or other
          Seller appointed representatives) who have been assigned to perform
          Services for Cingular under this Specification. Such turnover shall be
          calculated by dividing the beginning headcount within a specific
          ninety (90) day period by ending headcount within that same specific
          ninety (90) day period.

3    CHANGE IN SCOPE

     3.1  Changes in scope shall be managed in the manner outlined in Exhibit A
          "Management Procedures for Changes in Scope" which is attached hereto
          and fully incorporated herein by this reference.

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

   ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

<PAGE>

                                                       Agreement No. TH120103-03
                                          Specification for Purchase Order No. 3
                                                                    Page 3 of 18


4    BUYER RESPONSIBILITIES

     4.1  Buyer and Seller collectively will develop, maintain and update
          training materials as necessary. One complete set of all required
          software, technical notes, technical documentation and all additional
          training materials for all Products, and all updates, upgrades and
          revisions (collectively the "Training Materials") excluding any
          Intellectual Property developed by Seller thereto, will be provided by
          Buyer to Seller, and all such materials shall remain the property of
          Buyer. Any Seller modification to the Training Materials must be
          approved by the Buyer and shall become property of the Buyer.

5    PRIMARY CONTACT INFORMATION

5.1  Seller will provide a main point of contact at a Director level or above
     that is dedicated full-time to the Buyer's Program under this
     Specification. Current lists of contacts attached hereto as Exhibit E. Any
     changes in the reflected point of contact must be pre-approved by Buyer.
     Seller will designate a full-time National Account Manager who will be
     assigned to Buyer's Program(s) for the duration of this Specification. Such
     National Account Manager must be equipped with, and must be available via a
     wireless phone at Seller's sole expense.

6    TERM

     6.1  The term of this Specification shall commence on the date of the last
          signature executing this Specification (the "Specification Effective
          Date"), and shall continue in effect for a period of one (1) year,
          unless sooner terminated as allowed in Master Services Agreement No.
          TH120103 (the "MSA") or as otherwise allowed in this Specification.
          This Specification may be extended at the existing terms, conditions
          and pricing for an additional one (1) year period at Buyer's sole
          discretion, by Buyer Providing Seller with written notice of its
          intent to renew this Specification for an additional one (1) year
          period within thirty (30) days of the expiration of this
          Specification.

     6.2  Buyer shall have the right to terminate this Specification (and its
          associated Purchase Order) at any time, with or without cause, upon
          giving Seller at least 30 days written notice of such termination.

     6.3  This Specification (and associated Purchase Order) will cover the
          National Program as defined above.

7    SERVICE SPECIFICATIONS AND REQUIREMENTS

     7.1  Seller will be routed and will receive calls and other communications,
          including but not limited to e-mail, on behalf of Buyer ("Customer
          Inquiries"). Such calls will be from Buyer's customers seeking
          customer support that shall include (but is not limited to), responses
          to questions regarding Buyer's Products or Programs, and problem
          resolution on technical problems with Buyer's Products or Programs.

     7.2  Seller will respond to Customer Inquiries in accordance with the
          Performance Standards described herein, which may be amended from time
          to time upon written notification by Buyer. Seller shall further
          conform to all of Buyer's requirements concerning call disposition.

     7.3  Seller will populate the *** and Trouble Ticket fields for all
          Customer Inquiries in accordance with Buyer's specifications, which
          may be amended from time to time upon written notice to Seller.

     7.4  Seller will *** to *** in-house customer care centers via "***" all
          Customer Trouble Tickets that require advanced assistance. *** will
          answer the calls using the same performance standards required of
          Seller. Advanced Assistance includes those issues *** the ***. Such
          Trouble Tickets will be transferred in accordance with procedures as
          specified by Buyer, as same may be amended from time to time upon
          written notice to Seller. All such activity will be monitored for
          adherence to the methods and procedures established by Buyer. Seller
          may instruct its CSRs to complete a *** any time the hold time in
          queue at Buyer's

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

   ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

<PAGE>

                                                       Agreement No. TH120103-03
                                          Specification for Purchase Order No. 3
                                                                    Page 4 of 18


          call center exceeds ***. Seller must check and monitor hold times
          every ***.

     7.5  The Deliverables to be delivered by Seller to Buyer pursuant to this
          Specification are listed in Exhibit B "Deliverables Matrix".

8    SELLER RESPONSIBILITIES

     8.1  Seller will provide qualified and adequately trained resources to
          answer all Customer Inquiries in accordance with the Performance
          Standards herein. Customer Inquiries shall occur when a live CSR
          answers the call, and not upon the Customer reaching a voice response
          system.

     8.2  Seller will be responsible for supplying all adequately trained
          personnel, facilities, tools, equipment, services and materials
          necessary to perform the Services in accordance with the terms and
          conditions set forth in this Specification.

     8.3  Seller shall be responsible for the recruiting, hiring, and attrition
          training of required personnel to satisfactorily perform the Services
          described herein at no additional charge to Buyer, Seller shall
          acquire resources that possess the appropriate skill sets for the work
          being performed. Seller shall be responsible for all costs associated
          with recruiting and hiring personnel required to perform the Services.

     8.4  Seller shall notify Buyer of the hiring of additional personnel or
          removal of personnel from Buyer's Program. Such notification shall be
          in writing and will occur on the date of hiring for staff additions,
          and within twenty-four (24) hours for staff deletions. The
          notification specified herein will allow Buyer to manage system login
          access. In the event that any of Seller's personnel performing
          Services under this Specification are found to be unacceptable to
          Buyer for any reason, including but not limited to, a reasonable
          belief that he or she is not qualified to perform or is not performing
          the Services as required by this Specification, Buyer shall notify
          Seller of such fact in writing, setting forth such cause. Seller shall
          then immediately remove said employee from performing Services under
          the Specification and, if requested by Buyer, shall immediately
          provide a qualified replacement. Buyer is the sole judge as to
          performance capability but shall exercise its discretion reasonably.

     8.5  Seller agrees to provide adequate space at any facility where the
          Services are to be performed to accommodate three (3) full-time Buyer
          staff members ("Vendor Managers").

     8.6  Seller will provide necessary hardware and software at Seller's site
          (excluding any Buyer owned and supplied T1 components) from the point
          of demarcation to switch for voice path communications.

     8.7  Seller shall require that personnel with access to Buyer's network,
          systems, property (including information or assets), sign an
          acknowledgement form documenting that such personnel understands and
          agrees to safeguard against loss, damage, misuse, or theft of Buyer's
          assets or property. Seller shall maintain a complete file of all
          signed acknowledgement forms in accordance with the "Security
          Requirements for System or Network Access by Contractors" clause of
          the MSA. Seller's access to Buyer's networks, systems, property and
          assets shall at all times be subject to the terms and conditions of
          the MSA and this Specification.

     8.8  Seller will maintain a *** to *** of no more than *** to *** full-time
          equivalents ("FTEs").

     8.9  It is the Seller's responsibility to manage Customer escalations
          through the Seller's management chain. Technical problems shall be
          forwarded to the Buyer through the ticketing process established in
          the methods and procedures.

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

   ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

<PAGE>

                                                       Agreement No. TH120103-03
                                          Specification for Purchase Order No. 3
                                                                    Page 5 of 18


     8.10 Seller agrees to relinquish ownership at no cost to Buyer of any and
          all toll-free numbers associated with the Program to Buyer or another
          party specified by Buyer within forty-eight (48) hours of Buyer
          request. Seller will transfer to Buyer, and Buyer will maintain sole
          ownership of all toll-free numbers associated with the Program under
          this Specification.

     8.11 Each month Seller and Buyer shall collaborate on a written rolling
          ninety (90) day forecast ("Rolling Forecast") of the expected number
          of calls on a per hour basis with a Critical Time Range specified,
          based historical call volumes and/or expected market launch dates.
          Buyer will approve all forecasts. It is Seller's responsibility to
          staff to meet forecast and agreed upon service levels.

     8.12 Seller agrees to relay to Buyer Contact / Vendor Manager all
          information related to recurring problems, errors or other handset
          issues, and the recommended resolution of said problems, if
          applicable, discovered or developed in conjunction with this Project
          so that such information may be added to Buyer's CIQ customer care
          application.

9    PROGRAM MANAGEMENT

     9.1  Seller shall ensure that Buyer's Projects have an Assigned team-of
          Seller supervisors and operations representatives. "Assigned"
          personnel shall mean individuals who will serve as Buyer's primary
          points of contact in connection with the Services to be performed
          under this Specification.

     9.2  Seller shall provide Buyer with a dedicated Project Manager assigned
          solely to Buyer's account. Seller's dedicated Project Manager shall
          assume central responsibility for all aspects of Buyer's account. The
          Project Manager shall act as the day-to-day liaison with Buyer and
          shall be 100% dedicated to Buyer's account. The Project Manager shall
          be responsible for ensuring that Seller is achieving the Performance
          Standards and will serve as Buyer's primary point of contact.

     9.3  Seller's account manager shall monitor daily activity to ensure that
          Program goals are met. The account manager shall audit the daily
          reports before sending said reports to Buyer to assure that accurate
          reports are received. The account manager shall monitor the CSRs on
          their program, assuring the Quality Assessment standards detailed in
          Section 18 are met.

     9.4  Program reviews will be conducted quarterly. Dates, times and
          locations will be set in advance and agreed to by both parties. As a
          standard practice, Seller will engage in continuous process
          improvement initiatives on behalf of the Buyer. These initiatives may
          provide various results, such as strengthening and improving the
          delivery of service and/or reducing talk times. The progress of any
          and all such initiatives will be a standard part of the quarterly
          review process.

10   PERFORMANCE STANDARDS

     10.1 Buyer and Seller have developed the following standards (hereinafter
          "Performance Standards") to ensure the delivery of high quality,
          efficient customer service. Exhibit C, which is attached hereto and
          fully incorporated by reference, details the Performance Standards
          which shall apply to the Services being performed under this
          Specification.. In addition, said Exhibit C outlines each Performance
          Standard and its related deduction and incentive, as applicable, which
          are to become effective upon National Program launch.

          a)   Service Level of *** percent (***%) of all calls answered within
               -------------
               *** or less. Service level will be determined by *** the *** of
               *** within *** and the *** of ***. For Example: If *** were ***
               said *** were *** in *** or higher, the *** would be ***%. Calls
               handled include all *** taken *** plus *** in *** and higher.

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

   ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

<PAGE>

                                                       Agreement No. TH120103-03
                                          Specification for Purchase Order No. 3
                                                                    Page 6 of 18


                          Calls Answered in *** or Less
                          -----------------------------
      (Total Calls Handled by Agent + Abandoned Calls in Queue *** or More)

          b)   Target Average Handle Time not to exceed ***. Further, Seller
               --------------------------
               shall *** to decrease *** to ***. The average target handle time
               will be calculated by the dividing the total calls (less the time
               spent performing a ***) by the total target handle time of all
               calls answered. For example: if *** calls were answered that had
               the following target handle's times *** (***) the TAHT would be
               calculated by adding the three call processing times, less the
               ***, and dividing the sum by the total calls (***) ((***) -
               ***)/(Total Calls) = TAHT.

                     (Target Handle Time of All Calls - ***)
                     ---------------------------------------
                              Total Number of Calls

          c)   Abandonment Rate not to exceed *** percent for ***% of *** by
               ----------------
               ***. The abandonment rate will be calculated by dividing the
               total calls abandoned after call in queue by the total calls
               offered. For example: If *** calls were offered and *** were
               abandoned with the following abandon times (*** and ***) the
               abandon rate would be two percent.

              (Total Abandoned Calls - Total Abandoned within ***)
              ----------------------------------------------------
                               Total Calls Offered

          d)   First Call Resolution: ***% of calls resolved on the first call.
               ----------------------
               A call is considered resolved if there is not a repeat call
               regarding the same reason and resolution within 30 days. First
               call resolution will be calculated by taking the inverse of the
               number of repeat calls with the same reason and resolution
               disposition within a *** period divided by the total number of
               calls during the *** period. For example: if *** unique customers
               called in *** days and their names were located in ***
               dispositions, signifying *** calls for *** issue, the 1st call
               resolution would be ***% (***)). This will be calculated by ***
               each day for customers who appear on records remarked with the
               same disposition. If First Call Resolution rate is lower than
               ***%, *** a *** with *** cause *** within the *** of the
               following ***.

                  Number of Repeat Calls with same Disposition
                  --------------------------------------------
                              Total Number of Calls

          e)   Customer Satisfaction / Service Delivery. Seller agrees to
               -----------------------------------------
               provide *** and *** to *** or *** to a *** for *** and ***
               results. In instances when *** are *** to *** the *** due to ***
               (i.e., *** is not *** for the ***, etc.), *** will be *** on ***.
               Seller may *** and *** to *** and *** said ***. The overall
               satisfaction rating will be calculated by *** the *** of *** of
               all ***. For the *** agents will *** as part of the *** outlined
               ***. Buyer and Seller agree to *** by *** agents within *** of
               *** of ***. *** are *** as *** where *** mandate that *** or ***
               are denied ***. *** may

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

   ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

<PAGE>

                                                       Agreement No. TH120103-03
                                          Specification for Purchase Order No. 3
                                                                    Page 7 of 18


               *** by *** of *** that would *** that *** the ***.

          f)   After Call Wrap Time. Average after-call wrap time *** of ***.
               ---------------------
               After call wrap time will be defined by the *** into *** and ***.
               This will be determined by the ***. For example: If the average
               talk time was *** or ***, the *** would not ***. (*** * ***%) =
               maximum wrap time.

                       Average After-Call Wrap Time < 10%
                       ---------------------------- -
                           Target Average Handle Time

          g)   Wireless Network Outage Notification. Seller agrees to *** to a
               -------------------------------------
               *** of *** from the *** of *** of *** from *** to *** of ***
               being *** prior to ***. These queue messages will *** of *** to
               the *** being *** to a *** and will reduce *** through *** and
               ***. This will be calculated by *** by the ***. For example: If
               ***requests were made in a month where *** request was fulfilled
               within *** and the other was made within ***, the average time
               for posting would be ***.

                        Sum of Speed of all Postings <***
                        ---------------------------- -
                               Number of Postings

          h)   Disposition Log. Seller shall log *** percent (***%) of calls
               ----------------
               answered in the ***, and ***, or unless *** to in *** by ***
               prior to *** a *** that does not ***. The "Call Logging Ratio"
               will be determined by calculating the ratio of all dispositions
               into Seller systems and the total calls handled. For example: Of
               *** calls *** calls were dispositioned into Seller system and
               there were *** out-of-scope call transfers, the Call Logging
               Ratio would be ***%.

                      Number of Calls Logged/Dispositioned
                      ------------------------------------
                            (Total Calls - Transfers)

          i)   *** Attrition: Seller shall take reasonable action to promote an
               --------------
               *** of no more than *** percent (***%) *** month for *** with
               ***. During periods of *** may not exceed the rate of ***. If ***
               is higher than ***%, *** a *** with *** cause *** within the ***
               of the following ***.

                     No. of *** at start -No. of *** at end
                     --------------------------------------
                               No. of *** at start
                               -------------------

          j)   The Performance Standards outlined in this Section 10 may be ***
               by *** at its ***, upon *** days *** to *** per the procedure
               outlined in Exhibit A, Management Procedures for Change in Scope.

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

   ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

<PAGE>

                                                       Agreement No. TH120103-03
                                          Specification for Purchase Order No. 3
                                                                    Page 8 of 18


11   PRICE

     11.1 Services shall be compensated by Buyer to Seller pursuant to the rates
          and charges detailed in Exhibit D which is attached hereto and fully
          incorporated herein by this reference. Such rates and charges include
          all applicable taxes. Payment terms are net thirty (30) days.

     11.2 Seller shall *** for all *** according to the definition of ***
          Minutes described in Section 2 ("Definitions").

     11.3 Seller shall be responsible for all telecommunications setup charges
          incurred. Such setup shall include all internal queue and message
          setup.

12   TRAINING

     12.1 Seller agrees that the successful completion of the Scope of Work as
          specified in this Specification may require training that is specific
          to knowledge transfer to Buyer and Buyer's personnel who are engaged
          in this initiative. Such training shall be managed in accordance with
          the Agreement and shall be completed at no charge to Buyer.

     12.2 Any training of Seller's personnel for non-Buyer related activities or
          purposes will be at no charge to Buyer, including, but not limited to:
          trainer's training time, trainees' training time, professional fees,
          general expenses, materials or other direct or indirect training
          costs.

     12.3 Seller shall make sufficient copies of the Training Materials provided
          by Buyer to train Seller's representatives performing Services under
          this Specification. All Training Materials shall remain the sole
          property of Buyer, and shall not be used for any purpose other than
          the performance of the Services under this Specification. Seller shall
          not make any changes to the training materials without the written
          consent of Buyer.

     12.4 Seller agrees to *** and *** of *** of ***, and such personnel will
          perform the Services described in this Specification. Notwithstanding
          the foregoing, if mutually agreed between the parties, Buyer may
          provide Buyer *** for initial ***.

     12.5 Seller agrees to provide ***, and *** at *** to ***.

     12.6 If requested in writing by Buyer, Seller may develop curriculum for
          Buyer's new programs ("Curriculum"). All Curriculum developed by
          Seller must be reviewed and approved in writing by Buyer prior to
          being used in training Seller's representatives performing the
          Services. All Curriculum developed by Seller for Buyer shall be
          considered "Work Product" as described in the MSA, and shall be the
          sole property of Buyer.

13   INVOICING

     13.1 Invoices detailing fees and expenses, which will include a reference
          to the Agreement and the number of the Specification, shall be
          submitted to the Buyer Contact listed in Section 5 of this
          Specification and are payable in accordance with the payment terms set
          forth in Section 11 ("Price").

     13.2 Seller shall invoice Buyer monthly. Invoices shall be issued within
          five (5) days of the end of each calendar month. Invoices shall detail
          the number of *** Minutes multiplied by the per-minute rate, and such
          additional information as Buyer may reasonably request.

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

   ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

<PAGE>

                                                       Agreement No. TH120103-03
                                          Specification for Purchase Order No. 3
                                                                    Page 9 of 18


14   PREMISES VISITS

     14.1 Seller shall allow Buyer representatives, at no charge, to inspect the
          locations where Services are performed following at least twenty-four
          (24) hours prior notice to Seller. Such inspection shall include (but
          is not limited to) the opportunity to observe the performance of the
          Services and interview Seller CSRs who perform Services for Buyer as
          well as to answer and/or monitor live calls, provided this activity
          does not significantly interfere with the primary Service activity.

15   REMOTE SILENT MONITORING

     15.1 Seller will provide unlimited hosted monitoring to Buyer during all
          performed hours during which Service is provided. Seller shall further
          use a highly accessible toll-free remote monitoring function (or
          option to dial out) by providing remote monitoring for the performed
          hours of Services. If technically available, Seller shall make said
          function available to Buyer via a computer and modem to allow Buyer to
          watch the CSR or operator interact with Seller's computer screens.
          Buyer's representatives will be permitted to monitor the performance
          of the Seller's CSR by auditory technology or through retrieving all
          non-archived call recordings and/or data from the switch without
          notice. Recordings of calls that have been archived will be accessible
          through Seller's Project Manager within 48 hours of Buyer request.

16   CALL FLOW AND SCRIPT APPROVAL

     16.1 Buyer must approve scripts, order forms, ***, and report formats to be
          used by Seller for Services provided pursuant to this Specification.
          If Seller desires any changes whatsoever to the aforementioned
          scripts, forms or formats, then Seller must obtain Buyer's prior
          written approval for implementing such changes prior to incorporating
          the change(s).

17   WORK PRODUCT OWNERSHIP AND ***

     17.1 Buyer will have ownership of all call flows, including handset
          trouble-shooting call flows, scripts, training materials and customer
          care processes developed by Buyer and Seller and used in conjunction
          with this Project. Buyer shall be required to pre-approve such
          scripts, call flows, training materials and customer care processes
          prior to their use in accordance with this Specification.

     17.2 Seller shall provide *** which *** be *** by Buyer *** to facilitate
          the *** of *** to a *** if Buyer reaches ***% of *** of ***, including
          but not limited to *** all records, any work product *** in *** of
          this ***, and *** for *** or *** to *** the ***. Such *** will be ***
          at *** to ***. Seller shall provide Buyer with an itemized ***
          required to support *** at least *** prior to the date of ***.

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

   ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

<PAGE>

                                                       Agreement No. TH120103-03
                                          Specification for Purchase Order No. 3
                                                                   Page 10 of 18


18   QUALITY ASSESSMENT / PERFORMANCE CRITERIA

     18.1 Seller will provide enough Quality Assessment ("QA") agents relative
          to the total number of assigned CSRs to meet the minimum number of
          observations monthly. Each CSR is *** and supervisors are required to
          *** of the *** for *** with the ***. QA agents will *** while *** the
          *** the *** being *** are ***. *** between *** and *** will be *** to
          *** and *** to *** is ***. *** percent (***%) of the required
          observations above will be provided by ***. If Seller *** to*** in
          ***, Seller will be *** of such *** and Seller will have *** to bring
          *** to ***. Buyer and Seller may mutually agree to modify the
          standards upon written agreement signed by both parties.

     18.2 Calibrating the scoring for the Quality Assessment Tool will be
          conducted in regular monthly meetings between Buyer and Seller
          representatives.

     18.3 Buyer will have the right to request removal of any CSR from
          performing the Services with or without cause. Buyer may exercise this
          right by notifying Seller in writing of Buyer's desire to remove a
          particular CSR from its program. Thereafter, Seller shall immediately
          remove such CSR(s) from Buyer's Program. Notwithstanding the
          foregoing, if mutually agreed between the parties, Seller may take
          corrective action to remedy the defects in the performance of any
          CSR(s) if the removal was predicated solely upon defective
          performance.

     18.4 Seller agrees to notify Buyer in writing or by email immediately of
          any non-Customer impacting Service problems, which might inhibit
          Seller from achieving the Performance Standards as outlined herein.

     18.5 If, during a CSR observation, Seller identifies conduct that is not in
          conformance with standards (i.e. providing incorrect information to a
          Buyer's customer), Seller shall immediately intervene with such CSR.
          As technology may become available at Seller's centers, Seller shall
          provide system capability for Supervisors to e-mail CSRs while
          conducting quality observation.

     18.6 Buyer has the right to perform an audit of performance at any time.
          Buyer and Seller shall mutually agree to audit criteria. Buyer shall
          provide Seller with all audit reports.

19   SELLER ***

     19.1 If Buyer reaches ***% of *** of Seller on an ***, then Seller *** to
          *** to a *** of *** choice and *** and *** so that *** can ***. Seller
          must *** within *** of ***% *** of Seller, to be calculated by *** and
          *** to *** on a ***.

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

   ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

<PAGE>

[Cingular Logo]
                                                       Agreement No. TH120103-03
                                          Specification for Purchase Order No. 3
                                                                   Page 11 of 18



IN WITNESS WHEREOF, the parties have caused this Specification to be executed by
their duly authorized representatives:

eTelecare Global Solutions, Inc.        Cingular Wireless LLC
(formerly known as Phase 2
Solutions, Inc.)


By: /s/ Arthur S. Graf                  By: /s/ Stan Sigman
    ---------------------------------       ------------------------------------
Printed Name: Arthur S. Graf            Printed Name: Stan Sigman
              -----------------------                 --------------------------
Title: CFO                              Title: President + CEO
       ------------------------------          ---------------------------------
Date: 3/23/05                           Date:
      -------------------------------         ----------------------------------

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

<PAGE>

                                                       Agreement No. TH120103-03
                                          Specification for Purchase Order No. 3
                                                                   Page 12 of 18


                                    Exhibit A

                    Management Procedures for Change in Scope

1)   Buyer shall have the right to make changes in the scope of the work, the
     associated pricing and in the Specification to be performed under the
     Agreement as set forth in a corresponding Order. All changes shall be
     authorized in writing by Buyer Contact through a Project Change Notice. If
     Buyer's changes affect Seller's pricing, such changes will be negotiated
     and agreed upon (as part of the change process) prior to the implementation
     of the proposed change.

2)   Seller shall not make any changes in the scope of the work or Specification
     to be performed under this Specification which have not been authorized in
     writing by the Buyer Contact.

3)   If Seller received instructions, directions or requests to make any change
     or changes that will result in a change in the scope of the work to be
     performed under this Agreement or an Order from anyone other than the Buyer
     Contact, Seller shall promptly notify the Buyer Contact and provide a
     description of the proposed change, or changes, the length of the delay, if
     any, that will result from the change or changes and the increased cost, if
     any, that will result from such change or changes.

4)   If Seller receives instructions, directions, or requests from Buyer Contact
     to make any change or changes that will result in a change in the scope of
     the work to be performed under this Agreement or an Order, Seller shall
     promptly provide Buyer Contact with the length of the delay, if any, that
     will result from the change or changes and the increased cost, if any, that
     will result from such change or changes. Seller shall not proceed to
     implement any such change without the written approval of Buyer Contact. To
     the extent the development work is delayed as a result of Seller having no
     written authority to proceed with a change or changes to the development
     project, Seller shall not be responsible therefore. Any such changes that
     are made by Seller without written approval of Buyer Contact, other than at
     the urging or other affirmative act by the Buyer Contact, shall not excuse
     any delay in a delivery date or form the basis for any claim or rationale
     to increase Seller's pricing.

5)   Any delays indirectly or directly affecting the dates in the Deliverables
     Matrix that are approved in writing by the Buyer Contact shall be excused,
     and any increase in the cost must be approved in writing by the Buyer
     Contact and shall be added to the Seller's price.

                         PROJECT CHANGE NOTICE NEXT PAGE

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

<PAGE>

                                                       Agreement No. TH120103-03
                                          Specification for Purchase Order No. 3
                                                                   Page 13 of 18


                              [Exhibit A continued]

                              PROJECT CHANGE NOTICE

DATE:

CLIENT:

PROJECT:

--------------------------------------------------------------------------------
DESCRIPTION OF CHANGE:

ALL SUPPORTING MATERIALS ATTACHED? YES [ ] NO [ ]

DATE:

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

DATE:

IMPLEMENTATION PLAN? YES [ ] NO [ ]

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

COST OF CHANGE (if any): $

DATE:

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

APPROVALS

eTelecare Global Solutions, Inc         Cingular Wireless, LLC
(formerly known as Phase 2 Solutions,
Inc.)


By:                                     By:
    ---------------------------------       ------------------------------------
Printed Name:                           Printed Name:
              -----------------------                 --------------------------
Title:                                  Title:
       ------------------------------          ---------------------------------
Date:                                   Date:
      -------------------------------         ----------------------------------

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

<PAGE>

                                                       Agreement No. TH120103-03
                                          Specification for Purchase Order No. 3
                                                                   Page 14 of 18


                                    Exhibit B

                               DELIVERABLES MATRIX

<TABLE>
<CAPTION>
Deliverables/Specifications/Requirements                       Delivery Date   Evidence of Success
----------------------------------------                       -------------   -------------------
<S>                                                            <C>             <C>
Deliverable Set # 1 - Reporting                                All reporting   *** and *** is *** on *** for *** by ***
                                                               to begin ***
*** Reporting: set of *** that will be available through the   following the
--------------                                                    parties
*** or *** on an *** basis: *** Report; *** Report; ***        execution of
Report; ***; ***; *** Reporting; ***; *** Report;*** Report;       this
*** Report; ***                                                Specification

*** Scorecard: Seller will provide *** report on the
-------------
following items in scorecard format *** of *** of *** Calls;
***; *** Assessment; *** Time; *** Notification; ***
Dispositions *** System

*** Scorecard: Seller will provide *** report including the
following: *** Number of ***; *** v.***); *** *** of *** to
*** of *** of ***
----------------------------------------------------------------------------------------------------------------
Deliverable Set # 2 - Quarterly Program Reviews                  Quarterly     Evidence of Success:
                                                                reviews as     -------------------
o    Seller will conduct *** reviews *** at *** to ***           scheduled
     activity, *** analysis, *** and *** programs that were                    o    *** are held as scheduled
     *** and their ***, and to *** that *** upon *** are
     being met ***. If *** are not *** met, *** must *** an
     *** to be *** within *** to *** within ***.
----------------------------------------------------------------------------------------------------------------
</TABLE>

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

   ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>

                                                       Agreement No. TH120103-03
                                          Specification for Purchase Order No. 3
                                                                   Page 15 of 18


                                    Exhibit C
               NATIONAL AGREEMENT PERFORMANCE STANDARDS SCORECARD
o    Seller shall earn the applicable level of payment compensation as defined
     in Exhibit D ("Pricing") attached hereto. Seller must meet and will be
     compensated for the applicable Performance Standard requirements achieved
     for the month (applied to the current month's invoice).

<TABLE>
<CAPTION>
   SCM
  CHARAC                                                 PERFORMANCE
 TERISTIC        OBJECTIVE            MEASURE              STANDARD         WEIGHT        CALCULATION             EXCEPTION
--------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                  <C>                <C>                     <C>      <C>                    <C>
   ***        Answer calls in        *** Level               ***             ***%      Calls answered in         Call volume
            such a manner that                      Service level of ***%            *** or less / (Total    estimates missed by
             ***% of all calls                      of all calls answered              calls handled by        more than ***%
               are answered                               within ***                   agent + Abandoned
                within ***                                                            calls in queue ***
                                                                                           or more)
--------------------------------------------------------------------------------------------------------------------------------
   ***       Answer calls in a   Abandonment Rate      Not to exceed 4%      ***%      (Total abandoned          Call volume
            such a manner that                       after call in queue                 calls - total       estimates missed by
              *** remains low                                                          abandoned within        more than ***%
                                                                                      ***) / Total calls
                                                                                            offered
--------------------------------------------------------------------------------------------------------------------------------
   ***       Keep the customer       Customer         TBD by BI baseline     ***%             ***              Seller will ***
            satisfied with the     Satisfaction             survey
                    ***                              (75% surveyed in top
                                                           3 boxes)
--------------------------------------------------------------------------------------------------------------------------------
*** / ***        Solve the          First Call         ***% or greater       ***%      Number of repeat       Any repeat caller
            customer's problem      Resolution                                        calls from customer    within a *** period
                with a ***                                                            for the same reason      resulting in a
                                                                                      within *** / Total      different inquiry
                                                                                        number of calls        (i.e., billing,
                                                                                                             sales, collections,
                                                                                                                etc.) will be
                                                                                                              excluded from the
                                                                                                                 repeat rate
                                                                                                                 calculation
--------------------------------------------------------------------------------------------------------------------------------
   ***       Keep call handle       TAHT Target            *** TAHT          ***%     (Target Handle Time   If Buyer changes the
              times *** while                        Set a Target Average             of All Calls - ***      call flow or the
              meeting the ***                          Handle Time for                 Minutes) / Total     Specification, a new
                                                        inbound calls                   Number of Calls      TAHT standard will
                                                                                                            be negotiated, up or
                                                                                                                 down (IVR)
--------------------------------------------------------------------------------------------------------------------------------
   ***         Minimize the             ***         Less than or equal to    ***%       No. of Warranty       Recall or product
               number of ***                             ***% of ***                    Exchanges less       advisory situation
                  through                                                               Product recall         that generates
              troubleshooting                                                            advisories /         exchanges beyond
                                                                                      Beginning of Period     Seller's control
                                                                                        Subscriber Base
                                                                                        (orange billing
                                                                                         system only)
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

   ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>

                                                       Agreement No. TH120103-03
                                          Specification for Purchase Order No. 3
                                                                   Page 16 of 18


                                    Exhibit D

                                      Price

a)   The table below outlines *** pricing as it relates to this Specification:

                             APPLICABLE *** PRICING

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
*** Per ***         ***                  ***                    ***                     ***
                Below a ***         Between a ***       Between a *** score   Above a *** (*** to the
                 *** score      *** score (*** to the    (*** for the ***)       *** for the ***)
              (*** to the ***      *** for the ***)
                for the ***)
-----------------------------------------------------------------------------------------------------
<S>           <C>               <C>                     <C>                   <C>
Below ***      $         ***         $        ***          $         ***            $        ***
-----------------------------------------------------------------------------------------------------
***-***        $         ***         $        ***          $         ***            $        ***
-----------------------------------------------------------------------------------------------------
***-***        $         ***         $        ***          $         ***            $        ***
-----------------------------------------------------------------------------------------------------
***-***        $         ***         $        ***          $         ***            $        ***
-----------------------------------------------------------------------------------------------------
***-***        $         ***         $        ***          $         ***            $        ***
-----------------------------------------------------------------------------------------------------
***-***        $         ***         $        ***          $         ***            $        ***
-----------------------------------------------------------------------------------------------------
***-***        $         ***         $        ***          $         ***            $        ***
-----------------------------------------------------------------------------------------------------
***-***        $         ***         $        ***          $         ***            $        ***
-----------------------------------------------------------------------------------------------------
***-***        $         ***         $        ***          $         ***            $        ***
-----------------------------------------------------------------------------------------------------
Above ***      $         ***         $        ***          $         ***            $        ***
-----------------------------------------------------------------------------------------------------
</TABLE>

b)   The appropriate *** rate shall be applied to the Target Average Handle Time
     (TAHT) of all *** the *** up to *** minute TAHT. For example, the TAHT for
     the *** is *** minutes *** for *** calls. Buyer would be invoiced *** (***
     minutes * *** calls * ****) for *** with *** for ***.

c)   *** rates in the table above are *** to the *** for ***. For example, ***
     in *** month *** be *** at the *** for all *** with those *** calls.

d)   *** and *** $***/Hour. Must be *** by *** / *** or *** on *** or *** prior
     to ***. *** is defined as *** and/or *** that is *** for ***.

e)   Buyer agrees to pay *** per hour ($***/Hour) for ***, including *** support
     to *** as requested by *** on an ***. Buyer and Seller agree to ***
     associated with *** that are *** over and above the *** and ***.

f)   Buyer agrees to pay for *** calls at the *** determined by ***. For
     example, the *** is ***, and ***

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

   ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

<PAGE>

                                                       Agreement No. TH120103-03
                                          Specification for Purchase Order No. 3
                                                                   Page 17 of 18


     *** averaging *** were made. Buyer would be invoiced $*** (*** minutes* ***
     calls* $***) for ***.

g)   Buyer agrees to pay $*** per minute *** for *** that result from ***.

h)   Buyer agrees to pay the *** per minute rate per the table above for all ***
     minutes.

i)   Buyer agrees to pay a *** of *** dollars ($***) per hour for up to*** days
     (*** hours in total) of *** for each *** who is *** and *** as a direct ***
     of *** when the *** in *** over *** exceeds *** percent (***%). For
     purposes of this paragraph, *** shall be defined as an *** of *** who has
     *** been a *** or *** of *** within the last *** months. Costs associated
     with *** of *** shall be *** by ***.

j)   Buyer will be responsible for *** relative to the *** of *** and *** from
     the *** of *** to *** for ***.

k)   In the event Seller must incur *** in order to provision the *** by this
     ***, Seller shall *** such *** on to *** as such *** are actually ***.

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

   ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

<PAGE>

                                                       Agreement No. TH120103-03
                                          Specification for Purchase Order No. 3
                                                                   Page 18 of 18


                                    Exhibit E

                                 Staffing Plans

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
Name              Title                        Phone               Email                     Role
-------------------------------------------------------------------------------------------------------------------------------
<S>               <C>                          <C>                 <C>                       <C>
Cingular Wireless, 5565 Glenridge Connector, Atlanta, GA 30342
-------------------------------------------------------------------------------------------------------------------------------
Paul Baker        Sr. Manager                  ***                 ***@cingular.com          Sr Logistics/Repair Mgr
-------------------------------------------------------------------------------------------------------------------------------
June Clark        Vendor Mgr General Dept      ***                 ***@cingular.com          Vendor Manager Team Lead
-------------------------------------------------------------------------------------------------------------------------------
Rand Farr         Sr. Contract Manager         ***                 ***@cingular.com          Contract Manager
-------------------------------------------------------------------------------------------------------------------------------
Ed Ross           IT Project Manager           ***                 ***@cingular.com          IT and Data Integration
-------------------------------------------------------------------------------------------------------------------------------
Charles Thigpen   Channel Master               ***                 ***@cingular.com          Market/Channel Communications
-------------------------------------------------------------------------------------------------------------------------------
eTelecare Global Solutions, Inc (formerly known as Phase 2 Solutions, Inc) 8901 E> Raintree Dr., Suite 100 Scottsdale, AZ 85260
-------------------------------------------------------------------------------------------------------------------------------
Windy Mesquita    VP - Customer Service        ***                 ***@phase2solutions.com   Primary Account Director
-------------------------------------------------------------------------------------------------------------------------------
Vic Sese          Dir - Business Development   ***                 ***@phase2solutions.com   Sales Contact
-------------------------------------------------------------------------------------------------------------------------------
Tom Schollmeyer   VP of Information Systems    ***                 ***@phase2solutions.com   Network Contact
-------------------------------------------------------------------------------------------------------------------------------
Dennis Kozura     Director of Application      ***                 ***@phase2solutions.com   Software Development and
                  Development                                                                Reporting Contact
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                            PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is not for use or disclosure outside
   Cingular Wireless, Seller, their affiliated companies and their third party
   representatives, except under written Agreement by the contracting Parties.

   ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

<PAGE>

[Cingular Logo]

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

                                   May 1, 2006

VIA DHL AND FACSIMILE TO 480.477.XXXX
-------------------------------------
eTelecare Global Solutions, Inc.
8901 East Raintree
Suite 100
Scottsdale, Arizona 85260
ATTN: Arthur S. Graf, CFO

          RE:  Notice of Intent to Renew
               Specification for Purchase Order No. 3 ("Specification") to
               Master Services Agreement No. TH120103 between Cingular Wireless
               LLC, on behalf of itself and its Affiliates ("Cingular"), and
               eTelecare Global Solutions, Inc. ("eGS")

Dear Arthur:

The letter is to notify eGSI that Cingular hereby exercises it option to renew
the above-referenced Specification pursuant to Paragraph 6.1 (Term) thereof.

For purposes this notice, the Parties hereby stipulate that the Effective Date
of this Specification is June 15, 2005 and that such Effective Date supercedes
and replaces the "Specification Effective Date" as set forth in Paragraph 6.1.
The Parties agree that this renewal period will commence and be effective as of
June 15, 2006 and will continue in effect until June 15, 2007.

Sincerely,


/s/ George Foley

George Foley
Executive Director - Supply Chain
CINGULAR WIRELESS LLC

Agreed
By: Benedict C. Hernandez
    eTelecare Global Solutions, Inc.


Signature: /s/ Benedict C. Hernandez
           ---------------------------

Title: Vice President, Philippine Operations

Date: June 15, 2005

--------------------------------------------------------------------------------
                     Cingular Wireless o [address illegible]