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                                                                    EXHIBIT 10.9

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

                               SERVICES AGREEMENT

                                     BETWEEN

                          AT&T WIRELESS SERVICES, INC.

                                       AND

                             PHASE 2 SOLUTIONS, INC

                         Contract No. __________________

                    AT&T WIRELESS CONFIDENTIAL & PROPRIETARY
                      Use pursuant to Company instructions

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                               SERVICES AGREEMENT

This Services Agreement ("Agreement"),  dated as of the 2nd day of January, 2004
                                                        ---
(the "Effective Date") is made between AT&T Wireless Services,  Inc., a Delaware
corporation,  for  itself,  AWS  Companies,  and  as  agent  for  its  operating
subsidiaries  ("AWS"),  and Phase 2 Solutions,  Inc located at 8901 E. Raintree,
Suite 100, Scottsdale, AZ 85260, an Arizona corporation ("Provider").

In  consideration  of the mutual  promises,  covenants and agreements  contained
herein  and  for  other  good  and  valuable  consideration,   the  receipt  and
sufficiency of which are hereby acknowledged,  the parties hereto,  intending to
be legally bound, hereby agree as follows:

1.   Definitions.

As used in this Agreement, the following terms will have the meanings set forth
below:

A.   "Arbitration Demand Notice" is defined in Section 18.3 of this Agreement.

B.   "AWS  Company  or AWS  Companies"  means any  entity  that  controls  or is
     controlled by, directly or indirectly, or is under common control with AWS,
     where  "control" and  "controlled  by" means the possession of the power to
     influence the management and policies of such entity,  whether  through the
     ownership of voting stock of such entity, by contract or otherwise.

C.   "AWS  Property"  means  physical  and  non-physical   property,   including
     software, hardware, networks, IT systems and network connectivity.

D.   "AWS Vendor  Manager" means the individuals at AWS that are responsible for
     managing the day to day operations of the work.

E.   "Change  Order"  "means a  written  instrument  prepared  and  signed by an
     authorized  representative of AWS and Provider stating their agreement upon
     all of the  following:  (a) a change in the Work; and (b) the amount of the
     adjustment in the compensation, if any.

F.   "Compensation"  means the amount AWS agrees to pay Provider for Services as
     set forth in Exhibit B or the applicable Work Order.

G.   "Competitive    Service   Entity"   means   a   commercial   mobile   radio
     telecommunications system provider that is a competitor to AWS.

H.   "Deliverables means all inventions, discoveries, ideas, (whether patentable
     or  not),  and all  works  and  materials,  including  but not  limited  to
     products,   devices,  computer  programs,  source  codes,  designs,  files,
     specifications,  texts, drawings,  processes, data or other information and
     documentation  and all rights  incident  thereto,  in  preliminary or final
     form,  and that are  produced  or  developed  (whether  by  Provider or its
     employees,  agents or  contractors,  and whether  completed or in-progress)
     pursuant to this Agreement.

I.   "Force Majeure" means any act of God, strikes, lockouts or other industrial
     disturbances, acts of the public enemy, acts of terrorism, wars, blockades,
     insurrections, riots, epidemics, landslides, lightning, earthquakes, fires,
     storms, floods, washouts,  arrest and restraints of governments and people,
     civil disturbances, and explosions.

J.   "Indemnified  Party or  Indemnified  Parties"  means AWS, AWS Company,  AWS
     Partners  and their  respective  directors,  officers,  employees,  agents,
     successors and assigns.

K.   "Intellectual  Property Rights" means any rights in any jurisdiction in the
     world  under  any  patents   (including  any   application,   registration,
     extension,  reexamination,  reissue,  continuation,  or  renewal  patents),
     copyrights  (including any application,  registration or renewal  thereof),
     mask work rights,  trade secrets,  trademarks  (including any applications,
     registrations and the goodwill associated therewith),  service marks, trade
     secret rights,  trade dress,  moral rights,  or foreign  equivalents of the
     foregoing, and any other proprietary rights of any nature.


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[AT&T Wireless Logo]

L.   "Marks" is defined in Section 21.2 of this Agreement.

M.   "Nondisclosure Agreement" is defined in Section 16 of this Agreement.

N.   "Persistent  Connection" means  connectivity  achieved through a persistent
     physical  or logical  connection  (such as a virtual  private  network or a
     frame relay connection).

O.   "Pre-Existing Materials" is defined in Section 15.2 of this Agreement.

P.   "Proprietary  Materials"  means  all  inventions,   discoveries  and  ideas
     (whether  patentable or copyrightable or not), and all works and materials,
     including but not limited to, products,  tools, devices, computer programs,
     source   codes,   processes,    procedures,   texts,   designs,   drawings,
     documentation,   engineering  materials,   specifications,  data  or  other
     information,  in  preliminary  or final form,  and on any media  whatsoever
     owned or controlled (by license or otherwise) by a party.

Q.   "Services" means the services Provider will perform for AWS as described in
     Exhibit  A  including  any  statement  of work  ("Statement  of  Work")  as
     described in Exhibit A Work Order.

R.   "SSL" means secure socket layer protocol.

S.   "Teleservices"  means inbound and outbound call center services  including,
     without limitation,  customer care, warranty exchange,  sales, receivables,
     activations and data entry.

T.   "Term" is defined in Section 5 of this Agreement.

U.   "Work" means the Services provided or to be provided by Provider to fulfill
     Provider's obligations under the Agreement.

V.   "Work  Order ( or  "Statement  of  Work")"  means,  for each  project,  the
     specific  written  description  of the Work to be performed by Provider and
     the specific terms pursuant to which a particular  Service will be provided
     hereunder.

2.   The Services.

     2.1 Services.  Provider will perform the Services  described in Work Orders
     (or  Statement  of  Work  documents)  in  accordance  with  the  terms  and
     conditions  of this  Agreement.  Provider  will  perform the  Services in a
     professional,  workmanlike manner in compliance with all federal, state and
     local laws and all standards and rules  reasonably  established by AWS from
     time to time. Unless otherwise agreed by AWS in writing,  Provider (a) will
     provide all equipment and supplies  necessary or appropriate to perform the
     Services;  and (b) will not  subcontract  any  Services  without AWS' prior
     written approval. This Agreement does not grant Provider an exclusive right
     or privilege to sell or otherwise provide to AWS any or all of the Services
     which AWS may require and AWS may,  without  limitation,  contract with any
     third-party  for the  acquisition of comparable  Services.  Provider agrees
     that  purchases  of  Services  by AWS under  this  Agreement  will  neither
     restrict the right of AWS to cease purchasing Services,  nor require AWS to
     continue  any level of such  purchases  of Services  and that  estimates or
     forecasts  furnished by AWS will not constitute  commitments.  AWS makes no
     guarantee it will purchase any Services under this Agreement.

     2.2 Materials. If AWS provides materials or equipment for Provider's use in
     performing the Services,  it will be specified in the particular Work Order
     or Statement of Work. Provider will be liable for any loss or damage, other
     than ordinary  wear and tear,  to AWS Property in Provider's  possession or
     control. In the event of any such loss or damage, Provider will pay AWS the
     full current  replacement  cost of such  equipment  or AWS Property  within
     thirty (30) days after its loss or damage.

     2.3 Work Order (or  Statement of Work)  During the term of this  Agreement,
     AWS may  authorize  Provider to perform  Work for AWS as  specified in Work
     Orders or Statement of Work  documents  mutually  agreed to by the parties.
     Provider  will  perform the Work in  accordance  with the terms of the Work
     Order or Statement of Work and this Agreement. Absent a valid Work Order or
     Statement of Work, Provider is not obligated nor authorized to perform Work
     for AWS and AWS is not  obligated nor  authorized  to compensate  Provider,
     unless the parties mutually agree otherwise, in writing.

     Provider  agrees to perform all Work  specified in the Orders in accordance
     with the terms and  conditions  therein and meet all interim  deadlines  as
     agreed  by the  parties.  The  Work  must be  performed  to the  reasonable
     satisfaction of


                                       3
<PAGE>
     AWS, must be performed in  accordance  with the standards set forth in this
     Agreement  and must be performed in  accordance  with the  applicable  Work
     Order or Statement of Work  instructions.  In return for the Work performed
     by Provider,  Provider is  compensated  at the rates set forth in each Work
     Order or Statement of Work.

     To be valid,  all Work Orders and/or Statement of Work documents must be in
     writing and contain the information set out below.

               a)   The incorporation, by reference, of this Agreement;
               b)   A description of the Work to be performed by Provider;
               c)   A description of the materials to he delivered by AWS;
               d)   Time periods or other such schedules for the performance of
                    the Work;
               e)   Quality or performance metrics;
               f)   The compensation provisions and schedule of payments;
               g)   The appropriate signatures of the authorized representatives
                    of AWS and Provider;
               h)   Reports to be furnished by Provider to AWS;
               i)   Forecasting process;
               j)   Training;
               k)   Systems and telecommunications requirements; and
               I)   Any other applicable terms.

Work Orders or Statement of Work documents constitute the only authorization for
Provider  to take any  action  or expend  any  money on  behalf  of AWS,  unless
otherwise agreed to in writing by the parties.  Provider acknowledges and agrees
that Work cannot begin unless and until an authorized  representative of each of
the parties properly executes a Work Order or Statement of Work. All Work Orders
and/or Statements of Work and other written  agreements  executed under this MSA
are  subject  to the  terms  and  conditions  of this  Agreement  including  any
amendments  thereto.  Upon the  expiration of the term stated in the Work Order,
Statement of Work or other writing signed by both parties,  and unless otherwise
stated in each Work Order,  Statement  of Work or other  writing  signed by both
parties , the Work  Order,  Statement  of Work or other  writing  signed by both
parties  continues  in effect on a  month-to-month  basis  until  terminated  in
accordance with the terms of this Agreement.  AWS will furnish Provider with any
information  relevant to the Work to be  performed  tinder this  Agreement.  Any
information  provided  by  AWS  to  Provider  in  this  regard  is  Confidential
Information.  Upon expiration or upon  termination of this  Agreement,  Provider
must return to AWS all information  furnished by AWS or Deliverable developed by
Provider on AWS' behalf.

AWS and  Provider  agree to meet with each  other as  needed,  but not less than
quarterly  and at their own expense to discuss  planning and review  progress of
the Work described in this Agreement.

3.   Compensation.

AWS agrees to pay Provider the  Compensation for the Services as defined in each
individual Work Order Or Statement of Work. All costs,  expenses,  charges, fees
or  allocations  of any kind,  which may be due to Provider for the provision of
the Services, are included in the Work orders and/or Statements of Work.

4.   Invoicing and Payment.

     4.1 Invoice  Submission.  Provider  will submit  invoice(s) to AWS Accounts
     Payable  at the  following  address  and AWS'  project  manager  in  strict
     accordance with this Agreement.

               AT&T Wireless Accounts Payable
               P.O. Box 30022
               College Station, TX 77842-3022

     4.2  Invoice  Information.  AWS  will  only be  obligated  to pay  invoices
     containing the following information:

               a)   invoice number,
               b)   Services and deliverables provided,
               c)   quantity and price of each line item,
               d)   sales tax, as applicable,
               e)   final total cost,
               f)   any work product created during the invoice period.


                                       4
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[AT & T Wireless Logo]

     Provider  must submit all  invoices to AWS within six (6) months  after the
     date the  Services,  Deliverables  or goods  covered  by the  invoice  were
     supplied  to AWS.  AWS will not pay and  will  not be  responsible  for any
     invoices submitted after the expiration of this date.

     In the event of a  disputed  invoice,  AWS will pay the  entire  undisputed
     amount of the  invoice  and include  with the  payment  sufficient  written
     detail  concerning  the amount in dispute.  AWS and Provider will use their
     good faith efforts to reconcile  the dispute  within sixty (60) days of the
     invoice date. To the extent AWS pays the entire invoice,  in the event of a
     dispute,  AWS reserves the right to challenge and obtain  reimbursement for
     the disputed amount.

     4.3 Sales and Use Taxes.

     Unless  otherwise  agreed by the  parties,  all  prices  for  products  and
     services  are  exclusive of sales tax, use tax,  withholding  tax,  duties,
     charges and any other taxes or similar levies  imposed by any  governmental
     authority.  Except for taxes  based on  Provider's  gross  receipts  or net
     income,  AWS will reimburse Provider for all applicable taxes that arise in
     any  jurisdiction  as a  result  of the  transactions  contemplated  herein
     including,  without limitation,  all sales, use, value added,  consumption,
     gross  receipts  (other than in lieu of net income tax),  excise,  stamp or
     transfer taxes, duties and fees (collectively "Transaction Taxes"), however
     designated. Transaction Taxes should be indicated as separate line items on
     invoices  presented  to AWS either at the time an invoice is  prepared  for
     products  and services or on a  supplemental  invoice.  Should  Transaction
     Taxes be invoiced on a supplemental invoice. AWS agrees to remit such taxes
     provided  an  invoice  is  presented  within  sixty days of the date of the
     original invoice.  AWS specifically  disclaims any liability for payment of
     Transaction Taxes not invoiced within such sixty-day period.

     For any products or services being  purchased  under this contract that AWS
     determines,  in good faith, to be exempt from applicable Transaction Taxes,
     AWS  agrees  to  provide  Provider  with a timely  and  complete  exemption
     certificate,  should one be required by the taxing  jurisdiction.  Further,
     AWS agrees to provide the  appropriate  exemption  certificate  to Provider
     within  forty-five  days of AWS'  receipt  of an invoice  for the  products
     and/or  services  purchased.  Except as otherwise  provided  above,  should
     Supplier  be  required  to  pay  any  levies  and/or  fines,  penalties  or
     assessments as a result of AWS' failure to comply with any applicable  laws
     or  regulations  governing  payment  of such  levies or as a result of AWS'
     failure to comply with any provision of this  Agreement,  the amount of any
     payments so made, plus any interest,  fines,  or penalties  levied thereon,
     shall be promptly  reimbursed by AWS upon submission of Supplier's  invoice
     thereof.

     4.4 Payment.  AWS will pay the undisputed  amount of Provider's  invoice in
     full  within  forty-five  (45) days of its  receipt.  Provider  will  issue
     invoice(s)  as defined in any  applicable  Work Order or  Statement of Work
     hereto, during the term of this Agreement.

5.   Term.

Except for any  applicable  Exhibit,  Work Order or Statement  of Work  attached
hereto,  the term of this  Agreement  will commence on the  Effective  Date and,
unless otherwise terminated pursuant to Section 17 "Termination",  will continue
into perpetuity ("Term").

6.   Relationship of Parties.

Provider  will  perform the  Services  as an  independent  contractor,  and this
Agreement  will not be  construed  to create a  partnership,  joint  venture  or
employment  relationship  between Provider and AWS.  Provider will not represent
itself to be an  employee  or agent of AWS or enter into any  agreement  on AWS'
behalf or in AWS'  name.  When  providing  Teleservices  under  this  Agreement,
Provider must divulge its legal name and the nature of the relationship  between
Provider and AWS.  Provider will retain full control over the manner in which it
performs  the  Services  and  full  control  over  the  employment,   direction,
compensation  and  discharge  of all  persons  assisting  it in  performing  the
Services.   Provider  and  its  employees  will  not  be  entitled  to  workers'
compensation,  disability,  retirement,  insurance,  stock  options or any other
benefits  afforded to employees of AWS.  Employees or agents of Provider will in
no event be deemed to be employees  or agents of AWS.  Provider has not paid and
will not be required to pay any  franchise fee or other fee to be a Provider for
AWS or to use AWS' name or other intellectual property.  This Agreement does not
create any franchise between the parties.

     6.1  Provider  Employees  Removal.  In the  event  that  any of  Provider's
     personnel  performing  Services  under  this  Agreement  are  found  to  be
     unacceptable  to AWS due to  AWS'  reasonable  belief  that  such  Provider
     personnel  is/are not  qualified  to perform or is/are not  performing  the
     Services as required under this Agreement,  AWS will notify Provider.  Upon
     such notice,  Provider and AWS will use appropriate measures to rectify the
     situation, which may include the removal of said Provider personnel.


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     6.2  Provider  Personnel  Information.  In order to  satisfy  physical  and
     network security requirements for AWS, which may include both issuance of a
     building access badge and picture ID badge to Provider personnel,  Provider
     and/or its  personnel  agree to provide  any and all  personal  information
     required by the AWS security department.  This information includes, but is
     not limited to, social  security  numbers.  Provider  personnel will not be
     authorized  to perform  Services  for AWS if Provider  personnel  refuse to
     provide  any and all  information  necessary  to  complete  the  process of
     issuing a badge or acquiring  network  access.  AWS will not be required to
     pay Provider for the time spent trying to acquire a badge or network access
     for Provider personnel while on premises at AWS.

     Provider  is  responsible  for  notifying  the AWS  project  manager of all
     Provider  information  related  to new  hires,  termination  or  changes in
     information.  This includes but is not limited to starting  date,  end date
     and location changes.

7.   Exclusivity.

     Provider agrees that if it performs  Teleservices for a Competitive Service
     Entity, it will perform AWS' Work in a dedicated  environment in accordance
     with the following requirements:

          o    Seats in the call center where the Teleservices performed for AWS
               must be  physically  separate  from  Teleservices  performed  for
               Competitive Service Entities.

          o    Provider must maintain  separate  management  structures  for AWS
               Work and Competitive Service Entities.

          o    Provider must physically  segment AWS'  Confidential  Information
               from all other clients' confidential data.

     Provider's personnel who are involved in Teleservices Work for AWS must not
     be used to "jump  start"  telemarketing  programs for  Competitive  Service
     Entities for a minimum of six (6) months following their completion of Work
     covered by this Agreement.  Notwithstanding the foregoing, the "jump start"
     restriction  shall not apply if (i) a sustained  and  material  decrease in
     AWS' volumes  occurs which  necessitates  a material  decrease in headcount
     assigned to AWS' Work,  or (ii) the  parties  otherwise  mutually  agree in
     writing.

8.   Safety

     Provider  Responsibility  Provider is solely  responsible  for the conduct,
     safety,  and health of its employees,  agents,  subcontractors,  and others
     performing the Services under this  Agreement,  and any impact Provider may
     have on the public in  Provider's  performance  of the Services  under this
     Agreement. Provider represents that information provided to AWS with regard
     to the safe conduct of its  business,  if requested by AWS, is accurate and
     complete.  Further, Provider will notify AWS immediately upon any change in
     such information.  Provider will comply with all applicable federal,  state
     and local safety laws and regulations and AWS policies including  training,
     posting, inspection and reporting requirements. These requirements include,
     but are not limited to,  posting of required  Material  Safety Data Sheets;
     labeling,  handling,  transporting,  storing and disposing of any hazardous
     materials;  training of all personnel  regarding safety practices,  and any
     hazards identified;  inspection of work sites for any unsafe conditions and
     prompt correction of any such conditions identified.  Provider's failure to
     comply with this Section  constitutes a material  breach of this Agreement,
     and without  limitation to other remedies,  subjects Provider to all rights
     and  remedies  available  to AWS under law and  equity,  including  but not
     limited to, immediate termination of this Agreement.

     8.1  Notification  to State  and  Federal  Agencies  and AWS.  Provider  is
     responsible for notifying  appropriate state and federal agencies within at
     least four (4) hours of an incident  resulting in any injuries,  fatalities
     or  property  and/or  environmental  damage  required  to  be  reported  by
     applicable   laws  or   regulations.   Federal  OSHA  plan  states  require
     notification  within  eight (8) hours,  but some state plan states  require
     notification within four (4) hours. Additionally,  some state environmental
     agencies require  notification  within fifteen (15) minutes.  Provider will
     also deliver an incident report within at least four (4) hours and Accident
     Investigation  Report within ten (10) business days to both the AWS project
     manager and AWS Risk Management (PO Box 97061 Redmond,  WA 98073-9761).  In
     addition,  Provider must verbally report to 1-866-435-7347  within four (4)
     hours of any event or occurrence involving any injury, fatality or property
     and/or   environmental  damage  reportable  under  any  applicable  law  or
     regulation.  Provider is not  authorized  to allow access to AWS work sites
     for inspection by any  governmental  agency such as OSHA or EPA without the
     prior written approval of AWS.


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9.   Indemnity.

Provider will indemnify, defend and hold harmless each indemnified part from and
against  all  losses,   demands,   claims,  damages,   expenses,   judgments  or
liabilities, including costs, attorneys' fees, taxes, fines, penalties, interest
or other  awards,  that may be imposed on,  incurred by or asserted  against any
Indemnified  Party as a result of any claim arising from or in  connection  with
(i) Products supplied,  Services performed and/or Deliverables provided pursuant
to this Agreement; (ii) Provider's breach or failure to fulfill any of the terms
and conditions of this  Agreement,  whether due to Provider's acts or failure to
act;  (iii) any  claims by  Provider's  employees  for wages,  salaries,  fringe
benefits  and  other  compensation  and  Provider's  failure  to pay all  wages,
salaries,  fringe  benefits  and other  compensation  of or claimed by  Provider
employees including, without limitation,  contributions to any employee benefit,
medical or savings  plan and all payroll  taxes with  respect to such  employees
including,  without limitation,  the withholding of all federal, state and local
income taxes,  PICA,  unemployment  taxes and all other payroll taxes;  (iv) the
alleged   infringement  of  any  intellectual   Property  Rights  or  any  other
proprietary  right;  or (v) any wrongful or unlawful act or omission on the part
of  Provider,  its  employees,  agents or  subcontractors.  To the extent of the
indemnification  provided  in this  Agreement,  Provider  expressly  waives  its
immunity under applicable  industrial insurance laws with respect to injuries or
death suffered by Provider's personnel.

Provider agrees that in the event any of Provider's employees assert any form of
ownership or other rights in any  Deliverables  or Intellectual  Property,  then
Provider  will defend,  indemnify and hold harmless AWS from and against any and
all losses, damages, costs, expenses, liabilities,  claims, actions and lawsuits
(including  without limitation  consultant,  attorney and other legal fees) that
may be asserted against, incurred or suffered by, imposed on, or awarded against
AWS arising out of or in connection with any allegation, threat, demand or claim
(or settlement thereof) of such ownership or rights.

Provider agrees to defend any Indemnified  Party, at AWS' request,  with counsel
acceptable  to AWS,  against any claim.  demand or suit for which  Provider  has
agreed to indemnify such Indemnified  Party.  The Indemnified  Party may, at its
option,  conduct  the defense in any such claim,  demand or suit,  and  Provider
agrees to  cooperate  fully  with such  defense.  Provider  will  reimburse  any
Indemnified Party for any and all reasonable costs, expenses, or attorneys' fees
incurred by the Indemnified Party in the defense of any claim or potential claim
for which indemnification may be sought under this Agreement. Such reimbursement
will occur in advance of the final  disposition of the claim or potential  claim
and within thirty (30) days of a request for reimbursement. AWS agrees to notify
Provider  within a  reasonable  time of any  written  claims or demands  against
Indemnified  Party for which  Provider is responsible  under this Section.  AWS'
failure to notify  Provider on a timely basis will not excuse  Provider from its
obligations hereunder if Provider has not been prejudiced thereby.  Provider may
not  compromise  or settle any such action,  suit,  proceeding,  claim or demand
without the prior written  consent of AWS, which consent may not be unreasonably
withheld.

Nothing in this  Agreement  will prevent  immediate  resort by AWS to a court of
competent jurisdiction to enforce its rights under this Section.

10.  Performance Metrics, Reports and Reviews and Liquidated Damages

     10.1 Service Levels.  All Service Level  requirements  are set forth in the
     applicable Work Order and/or Statement of Work ("Service Levels").

     10.2 Liquidated Damages.  Provider  acknowledges that its failure to comply
     with the  Service  Levels set forth in the  applicable  Work  Order  and/or
     Statement of Work placed  pursuant to this  Agreement  will cause  material
     adverse  affects  and  serious  damage to AWS and on  account  of the great
     difficulty if not  impossibility  of ascertaining and proving the amount of
     such damage, Provider agrees to pay to AWS, as liquidated damages sustained
     by AWS resulting from such delay or non-performance,  and not as a penalty,
     the amounts set forth in the  applicable  Work Order or  Statement of Work.
     AWS will have the right to offset amounts owed to it as liquidated  damages
     under  this  clause  against  any  amounts  owed  to  Provider  under  this
     Agreement, under any orders placed pursuant to this Agreement.

     10.3 Performance Reviews.  Representatives of Provider and AWS will meet as
     often as may be  reasonably  requested by either  party,  but no less often
     than once  each  calendar  quarter,  to review  Provider's  performance  of
     Services under this  Agreement and to discuss  technical  plans,  financial
     matters,  system  performance,  service  levels  and for any other  matters
     related to this Agreement that may be reasonably requested by either party.

     Provider will implement the necessary  measurement and monitoring tools and
     procedures  required to measure and report its  performance of the Services
     against the applicable  service  levels.  Such  measurement  and monitoring
     shall permit reporting at a level of detail sufficient to verify compliance
     with the service levels and shall be subject to audit by AWS. Provider will
     provide AWS with  information  and access to such tools and procedures upon
     request for


                                       7

<PAGE>
     purposes of  verification.  Provider and AWS will meet at least  monthly to
     review forecasts and other operational details for Services.

11.  Provider's Representations and Warranties.

Provider represents and warrants that:

     11.1  Compliance  With Laws.  Provider  will:  (i) comply with all federal,
     state, and local laws, ordinances,  regulations and orders,  including, but
     not limited to, all laws prohibiting  harassment or  discrimination  of any
     kind  in the  workplace  and  laws  relating  to  health,  safety  and  the
     environment and, as applicable, laws applicable to Federal Contractors with
     respect to its performance under this Agreement, all FCC rules, regulations
     and tariffs, the Federal Trade Commission  Telemarketing Sales Rule, 16 CFR
     310, including without  limitation,  Provider's  obligation to refrain from
     abusive  telemarketing  practices,  to make all required disclosures as set
     forth in 16 CFR 310.4,  and to maintain  accurate and  complete  records of
     Provider's  telemarketing  activities relating to AWS and otherwise, as set
     forth in 16 CFR 310.5;  (ii) file all  required  reports  relating  to such
     performance  (including,  without limitation,  tax returns);  (iii) pay all
     filing fees and federal,  state and local taxes and government  assessments
     applicable  to  Provider's  business as the same  become due;  (iv) pay all
     amounts required under local, state and federal workers' compensation acts,
     disability  benefit acts,  unemployment  insurance  acts and other employee
     benefit  acts when due;  (v)  maintain  in effect  during  the Term of this
     Agreement any and all federal,  state and local  licenses and permits which
     may be  required  of  Provider  to  conduct  its  business,  and obtain all
     permits,  including,  but not limited to, fire and environmental  necessary
     under this  Agreement.  Provider  will provide AWS with such  documents and
     other  supporting  materials  as AWS may  reasonably  request  to  evidence
     Provider's  continuing  compliance  with  this  Section.  AWS  will  not be
     responsible  for any of the  payments,  obligations,  taxes or benefits set
     forth in this Section.

     11.2 Federal Contractor  Compliance.  Provider represents and warrants that
     no portion of the work  required by this  Agreement  will be performed in a
     facility listed on the Environmental  Protection Agency's ("EPA's") List of
     Violating  Facilities  on the date this  Agreement  was awarded  unless and
     until the EPA eliminates the facility from that listing.

     Provider  is aware that AWS is a federal  contractor,  and as such,  AWS is
     required  to comply with the  following  federal  regulations:  (1) Section
     713(b)(1)  of Title VII of the Civil  Rights Act of 1973,  29 CFR 1608,  as
     implemented  by  Federal  Acquisition  Regulation  (FAR)  52.222-26,  Equal
     Opportunity,  which  includes  compliance  with the provisions of Executive
     Order (E.O.) 11246,  Affirmative Action Guidelines;  (2) Section 402 of the
     Vietnam Era Veterans  Readjustment  Act, as  implemented  by FAR 52.222-35,
     Equal  Opportunity for Special Disabled  Veterans,  Veterans of the Vietnam
     Era, and Other Eligible Veterans;  (3) the Americans with Disabilities Act,
     as  implemented  by FAR  52.222-36,  Affirmative  Action for  Workers  with
     Disabilities; (4) the Small Business Act, as amended, and as implemented in
     FAR 52.219-8.  Utilization  of Small Business  Concerns,  and FAR 52.219-9,
     Small Business  Subcontracting  Plan;  and (5) the Service  Contract Act of
     1965, as amended,  as implemented in FAR 52.222-41,  Service  Contract Act,
     and all the associated  federal and state law. To the extent this Agreement
     is subject to such  provisions,  the provisions set forth are  incorporated
     herein by reference  and Provider  will comply with these  obligations  and
     must identify itself as compliant and incorporate  similar  requirements as
     part of every contract,  subcontract,  agreement,  and/or purchase order it
     executes under this Agreement.

     11.3  Union  Activities.  Provider  is not a party  to any  existing  union
     contract that purports to obligate AWS to the union,  either as a successor
     or assignee of Provider, or in any other way.

     11.4  Deliverables.  The Deliverables,  including any Provider  Proprietary
     Materials included therein, and the exercise by AWS of its rights hereunder
     with  respect  to  such  items,   will  not  infringe   upon,   violate  or
     misappropriate   any  Intellectual   Property  Right,   contract  or  other
     proprietary right or interest of any third party.

     11.5 Other Agreements.  Provider's  execution,  delivery and performance of
     this   Agreement   will  not   violate   any   employment,   nondisclosure,
     confidentiality, consulting or other agreement to which Provider is a party
     or by which it may be bound.

     11.6 Performance Standards. Provider will adhere to the highest ethical and
     business  standards  and will  perform the Services in a  professional  and
     workmanlike manner in accordance with applicable professional standards.

     11.7 Copy/Virus Protection.  Provider warrants there will be no undisclosed
     copy  protection  or similar  mechanisms  within any  Deliverables  and any
     updates,  upgrades,  or new releases of such Deliverables,  as delivered by
     Provider to AWS, that will either now or in the future,  interfere with the
     use of the Deliverables. No Deliverables


                                       8
<PAGE>
     will, as delivered to AWS,  contain any code or means designed to cause the
     Deliverables to damage or destroy data, code, the  Deliverables,  firmware,
     or hardware or any undisclosed means that cause the Deliverables to lock up
     or cease to  operate.  Provider  has removed  any and all  viruses,  Trojan
     horses, trap doors, back doors, caster eggs, worms, time bombs, cancelbots,
     software locks,  drop dead devices or other computer  programming  routines
     that are intended to damage,  detrimentally interfere with, surreptitiously
     intercept or expropriate any system, data or personal  information or which
     would  render  inaccessible  or  impair  in any  way the  operation  of any
     software or  hardware or data which the  software is designed to process or
     use, or any other  hardware,  software or data attached to, resident on, or
     accessible to the system on which the software is executed or stored.

     11.8  Non-solicitation.  AWS discourages  contractors  from offering gifts,
     entertainment   or  other  forms  of  remuneration  to  AWS'  employees  or
     suppliers.  If Provider is  approached or solicited in any manner by an AWS
     employee for a bribe,  kick-back or other form of personal  remuneration or
     gain,  gift or  entertainment  in exchange for AWS business,  Provider will
     contact AWS Business  Security  Department  immediately at  1-800-989-5558.
     Provider  agrees that failure to report such  solicitation  to AWS Business
     Security or Provider's  participation  in such  solicitation  constitutes a
     material  breach  of  this  Agreement,  and  without  limitation  to  other
     remedies,  subjects  Provider to all rights and  remedies  available to AWS
     tinder law and equity including,  but not limited to, immediate termination
     of this Agreement.

     11.9 Computer  Equipment.  Any laptop,  computer or other electronic device
     provided  by  Provider  for use in  connection  with the  Services  will he
     configured  to current AWS  standards  and  requirements.  Each  electronic
     device must have anti-virus  software at least as protective as the version
     currently  being  used by AWS and must not  have  any  personal  firewalls,
     hacking or other destructive  tools loaded.  Provider will not use, seek or
     obtain any unauthorized access to the AWS network.

     11.10 Performance Warranty. Provider will perform the Services with all due
     care and skill and in a competent, workmanlike and professional manner that
     is (i)  expected  of a company  experience  in  performing  services of the
     scope,  type and complexity of the Services,  and (ii)  consistent with the
     practices and standards found in the industry.

     Provider will faithfully,  honestly and diligently  perform its obligations
     under this Agreement, and, in providing Teleservices,  will use its efforts
     to promote  and  enhance  the use of Service  provided  by or through  AWS.
     Provider  will  take no action  inconsistent  with the  provisions  of this
     Agreement and,  pursuant to the terms of any Work Order and/or Statement of
     Work,  in  providing  Teleservices,  must support AWS' efforts in providing
     Service to AWS' customers. In providing Teleservices, Provider will provide
     timely,  courteous  and  efficient  service to AWS'  customers  and will be
     governed  in all  dealings  with  members  of  the  public  by the  highest
     standards  of honesty,  integrity,  ethical  conduct and fair  dealing.  In
     providing  Teleservices  Provider will refrain from any business  practice,
     promotion  or  advertising  that may be  injurious  to the business of AWS.
     Neither Provider nor any affiliate of Provider will resell AWS' Service(s).

     11.12  Compliance with Policies and Procedures.  AWS and Provider agrees to
     comply with all applicable  policies and  procedures  which may be found in
     AWS' CCNet system,  and/or as may provided by AWS' Vendor  Management  team
     ("Policies  and  Procedures")  as may  be  modified  by  AWS  in  its  sole
     discretion  at any time.  Provider  will ensure that  Provider's  personnel
     comply with all Policies and Procedures.  Provider's failure to comply with
     any  Policies  and  Procedures  may  subject  Provider to monetary or other
     penalties as detailed in the particular Policy or Procedure.  AWS agrees to
     send written notice to Provider of any new Policies and  Procedures  issued
     by the AWS or of any  changes  to  existing  Policies  and  Procedures.  If
     Provider has access to CCNet, AWS may provide written notice by posting new
     Policies or  Procedures or changes to existing  Policies and  Procedures in
     CCNet. If Provider determines that a new Policy or Procedure or a change to
     an existing Policy or Procedure materially changes the terms and conditions
     of this Agreement or any Work Order(s), then AWS and Provider shall utilize
     the Change Management Process below.

     11.13 Data  Safety and  Security  Standards.  Provider  will  maintain  and
     enforce at the Provider's service locations the information and data safety
     and security procedures relevant to the Services that are at least equal to
     the highest of the following:  (i) procedures in effect at AWS'  locations:
     and (ii) any other procedures agreed upon by the Parties.  Provider will be
     responsible  for any and all  relevant  physical  security  breaches at all
     Provider service  locations.  Provider will maintain  safeguards to prevent
     both  external  and  internal   threats  to  AWS'   information   including
     environmental threats, intentional destruction, accidental destruction such
     as magnetic fields, file confusion,  and employee access to information and
     servers.


                                       9
<PAGE>
          Provider will comply with all data security  policies and  procedures,
          including computer asset protection, authentication,  passwords, logon
          ids,   encryption,   digital   certificate   management   and  similar
          requirements  as  set  forth  in the  applicable  Statement  of  Work.
          Provider  will  cooperate  fully  with  AWS so that all  software  and
          systems  developed,  designed or supported under this Agreement comply
          with the policies,  procedures  and  requirements  as set forth in the
          Applicable  Statement of Work.  Provider  will  establish and maintain
          safeguards  against the  destruction,  loss or  alteration  of data in
          Provider's  possession (the "Data  Safeguards")  that shall be no less
          rigorous  than the  policies,  procedures  and  requirements  Provider
          applies to its own data.

          Provider  will  maintain  appropriate   safeguards,   consistent  with
          prevailing industry standards, against the destruction,  inappropriate
          disclosure, wrongful access or use, loss or alteration of the AWS data
          and AWS Property in Provider's possession. In any event, Provider will
          maintain safeguards that are no less rigorous than those maintained by
          Provider for its own information and property of a similar nature and,
          in no event, less than a reasonable level of safeguards.

     11.14  Provider  Authority.  Provider  represents  and  warrants it has the
     authority to enter into this Agreement.  Provider remains  primarily liable
     for all Services provided under this Agreement and remains primarily liable
     for all  obligations  under this Agreement  regardless of whether  Provider
     performs the Services under this Agreement or whether Provider subcontracts
     any of the Services,  including,  without  limitation,  to its  affiliates.
     Provider  will  only  use  approved  subcontractors,   including,   without
     limitation,  its  affiliates  who have agreed in writing to be bound by the
     provisions of this Agreement.  and who have been  pre-authorized by AWS for
     use as a Subcontractor.

     11.15  Right  to  Transfer   Ownership  of  Deliverables  and  Intellectual
     Property.  Provider  represents,   covenants  and  warrants  that  each  of
     Provider's  employees  has  assigned or is obligated to assign all of their
     rights,  if any,  in any and all  Deliverables  and  Intellectual  Property
     Rights, to Provider, either by operation of law or by valid and enforceable
     written contract,  and that Provider therefore has all rights and authority
     necessary  to  transfer   ownership  to  AWS  of  such   Deliverables   and
     Intellectual Property Rights.

12   Change Management Process

AWS may at any time  during  the  term of the  Agreement  or any  Work  Order or
Statement  of Work  hereto  require  new  Policies  and  Procedures  or  require
additions,  deletions or alterations to an existing Policy or Procedure or other
Work (all  hereinafter  referred to as a  "Change").  This will be  accomplished
through the Change Order process outlined below and Provider will use the Change
Order Form attached as Exhibit __. Within ten (10) business days after a written
request for a Change, Provider shall submit a response to AWS which shall detail
the reasons Provider  believes it cannot comply with the Change as presented and
shall  include  any  changes  in  Provider's  costs or in the  delivery  or Work
schedule necessitated by the Change. AWS shall, within ten (10) business days of
receipt of the response either (i) agree with Provider's response, in which case
the parties shall amend the Policy or Procedure or the Work Order / Statement of
Work  accordingly  or excuse  Provider,  in  writing,  from  complying  with the
particular  Policy or  Procedure  at issue,  or (it)  disagree  with  Provider's
response; in which case the parties shall utilize Informal Dispute Resolution as
outlined in Section  18.2. No Change shall be  considered  or  implemented,  nor
shall Provider be entitled to any  compensation  for work done pursuant to or in
contemplation  of a Change,  until the parties have resolved the Change pursuant
to steps (i) or (ii) above.

13   Suspected/Actual Fraud.

Provider's  Director of Corporate Security is responsible for communicating with
AWS' Business Security  Department in the event external or internal  fraudulent
activity at a Provider's Call Center is suspected or detected by Provider.  AWS'
Business Security  Department is responsible for  communicating  with Provider's
Director of  Corporate  Security in the event  external  fraudulent  activity or
internal  fraudulent  activity at Providers call center is suspected or detected
by AWS. "Internal Fraud" is defined as fraudulent  activity that occurs with the
active and knowing  participation of a Provider employee.  In the event Internal
Fraud is suspected or detected, AWS and Provider agree to the following process:

     13.1 The Provider's Director of Corporate Security must contact AWS' Vendor
     Manager and  appropriate  security  officer to inform them of the  activity
     (whether  suspected or actual).  In addition,  AWS' security  officer will,
     within two (2)  business  days,  notify  Provider's  Director of  Corporate
     Security  of any  suspected  external or  internal  fraudulent  activity at
     Provider's  Call  Center  and  provide  all  documentation   necessary  for
     Provider's   Director  of  Corporate  Security  to  investigate  each  such
     suspected fraudulent activity ("Notification").


                                       10
<PAGE>

     13.2  Within  two (2) weeks of the  Notification,  Provider  must  submit a
     written report to AWS  documenting the progress of the  investigation  into
     the suspected or actual fraudulent activity.

     13.3 If the fraudulent activity is within Provider's  organization,  within
     four (4) weeks of the  Notification,  Provider must submit to AWS' security
     officer the  resolution  of the  incident,  or a  correction  plan for AWS'
     approval.  Said  correction  plan will  include any  recommendations  which
     should be taken by AWS to alleviate the fraudulent  activity from occurring
     at  Provider's  Call Center.  and may include a request for reports  and/or
     systems access to enable  Provider to detect and or prevent such fraudulent
     activity from occurring in the future.

     13.4 Provider has thirty (30) days  following  the AWS' security  officer's
     written  approval  of the  correction  plan to execute  the plan.  If after
     thirty (30) clays, the specific,  Internal  Fraudulent activity at issue at
     Provider's Call Center which was the subject of the Notification  continues
     to occur,  and AWS has complied with all reasonable  requests  contained in
     the  correction   plan,   then  Provider  will  be  subject  to  continuous
     performance default as described in the Order.

     13.5 Provider is liable for all proven damages  suffered by AWS as a result
     of the specific  incident at issue as a result of the fraudulent  activity.
     Damages  may  include  (but are not  limited  to)  equipment  costs,  sales
     commissions,   shipping  charges,   toll  charges,  and  reimbursement  for
     unauthorized credits, but shall not include AWS' investigation costs.

     13.6  During  any  investigation,  the  Provider's  Director  of  Corporate
     Security  or his  designee  must be  available  to meet with AWS'  security
     representatives  on at least a  weekly  basis  until  the  matter  has been
     resolved to AWS' satisfaction. Provider, through the Provider's Director of
     Corporate  Security,   must  comply  with  AWS'  requests  for  information
     regarding an ongoing investigation or provide a deliverable date within two
     business days.

14   Insurance.

     14.1  Requirements.  Upon  execution  of this  Agreement,  Provider and its
     subcontractors  will  have  the  insurance  coverages  with the  limits  of
     liability set forth below and will  maintain  such  insurance at their sole
     expense. Except as otherwise provided herein, all coverages must be primary
     and  non-contributory,  must be written on an occurrence  basis and must be
     maintained  without  interruption from the Effective Date of this Agreement
     throughout  the  Term  unless  otherwise  specified  below.  The  insurance
     policies  providing such coverage will  specifically  refer to, and provide
     insurance  coverage for all of Provider's  indemnity  obligations under the
     Indemnity Section of this Agreement.

          14.1.1 Commercial General Liability  Insurance  including coverage for
          premises, operations,  independent contractors, personal injury, broad
          form  property  damage,  products &  completed  operations,  liability
          assumed under contract, including tort liability of another assumed in
          a business  contract,  along with associated  defense for at least one
          (1) year after  termination of this Agreement with annual limits of at
          least *** per occurrence and in the aggregate. Such coverage will name
          AWS,  its  affiliates  and  subsidiaries,   its  directors,  officers,
          employees,  successors, assigns and, to the extent required the owner,
          landlord or licensor of the Work site,  as  Additional  Insureds.  The
          terms and  conditions of the policy must be  substantially  similar to
          Insurance Services Office Form CG 0001.

          14.1.2 Worker's Compensation Insurance as prescribed by the law of the
          state in which the work is performed and Disability Benefits Liability
          in applicable states.

          14.1.3 Employer's  Liability  Insurance with annual limits of at least
          *** for each accident,  for each employee by disease, and Policy limit
          by disease.

          14.1.4 Automobile Liability Insurance with annual coverage of at least
          *** combined  single limit and in the  aggregate for Bodily Injury and
          Property  Damage per  occurrence.  Coverage  must include  Contractual
          Liability, Owned, Non-Owned Leased, Hired Car Liability and associated
          defense cost.  AWS, its  affiliates and  subsidiaries,  its directors,
          officers,  employees,  successors  and  assigns  and,  to  the  extent
          requested  by AWS, the owner,  landlord,  or licensor of the Work site
          will be named as Additional Insureds. Appropriate endorsements must be
          attached if hazardous  wastes are to be transported  such as Insurance
          Services Offices MCS 90 and CA 9948 Endorsements.

          14.1.5 Errors and  Omissions/Professional  Liability  Insurance claims
          made policy  with  annual  limits of at least *** per claim and in the
          aggregate with endorsements for Contingent


                                       11

   ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>
          Bodily  Injury and  Property  damage  Liability  to cover the Services
          under the Agreement.  The policy must be maintained for a period of at
          least one (1) year after the completion of the Agreement and evidenced
          either by the renewal of the policy for one (1) year or by endorsement
          or addition of an Extended Reporting period.

     14.2  Certificates  of  Insurance.   Provider  must  file  certificates  of
     insurance  acceptable to AWS with AWS upon execution of the Agreement.  All
     material  coverage  features  of  the  policies  must  be  included  in the
     information provided by the certificates of insurance.  The certificates of
     insurance and the insurance policies required hereunder must reflect AWS as
     an Additional  Insured with respect to all Services  performed on behalf of
     AWS.  Failure by Provider to provide such certificate of insurance does not
     constitute a waiver by AWS of these insurance requirements.

     14.3 Notice of  Cancellation/Rating  of Insurer.  The  certificates and the
     insurance  policies required by this Agreement must not expire for at least
     one (1) year from the date of issuance  and must  contain a provision  that
     coverage  afforded  under the  policies  will not he canceled or allowed to
     expire  unless AWS has  received at least  thirty  (30) days prior  written
     notice. If any of the foregoing insurance coverage is required to remain in
     force  after final  payment  and is  reasonably  available,  an  additional
     certificate evidencing continuation of this coverage must he submitted with
     the final application for payment.  The insuring company must be reputable,
     admitted to do business in the state where the Provider is  performing  the
     Services for AWS and have an A.M. Best rating of at least A minus VII.

     14.4  Deductible  Payment.  Provider  is  responsible  for  all  deductible
     payments and self-insured retentions.

15   Ownership and Use of Proprietary Materials.

     15.1  Deliverables.  Unless  otherwise agreed in writing by the parties AWS
     will be the exclusive owner of all right, title, and interest in and to all
     Deliverables,   including  all  Intellectual  Property  Rights,   excluding
     Provider's   Pre-Existing   Materials,   but  including  all  enhancements,
     modifications,  and  updates  thereto  that are paid for by AWS.  All works
     created in whole or in part by Provider under this Agreement will he deemed
     "work made for hire" of AWS for all  purposes  of  copyright  law,  and the
     copyright  will belong  solely to AWS.  To the extent that the  Deliverable
     does not qualify as a work made for hire under  applicable  law, and to the
     extent  that the  Deliverable  includes  material  subject to  Intellectual
     Property Right protection,  Provider hereby assigns to AWS all Intellectual
     Property Rights in and to the Deliverable,  including,  but not limited to,
     all rights in and to any inventions and designs embodied in the Deliverable
     or developed in the course of Provider's  creation of the Deliverable.  The
     foregoing assignment includes a license under any current or future patents
     owned or  licensable  by  Provider to the extent  necessary  to combine the
     Deliverable or any derivative  works thereof with any hardware and software
     of AWS.  Provider,  however,  will be  free to use its  general  knowledge,
     skills and  experience  within the scope of its  business  that are used or
     developed  pursuant  to this  Agreement.  Provider  agrees that it will not
     provide the  Deliverables  to any third party  without  AWS' prior  written
     consent.

     15.2  Pre-Existing  Materials.  Subject to the license granted below,  each
     party  will  retain all  Intellectual  Property  Rights in any  Proprietary
     Materials  it owned or had an  interest  in prior to the earlier of the (a)
     Effective  Date  of  this  Agreement  or (b) the  date  on  which  Services
     commenced under this Agreement ("Pre-Existing  Materials") Unless expressly
     stated herein, nothing in this Agreement will be deemed to imply a transfer
     of ownership of the other party's Pre-Existing  Materials.  Notwithstanding
     the terms set forth  above in this  provision,  to the extent  Pre-Existing
     Material of Provider is embodied in any Deliverable,  Provider grants AWS a
     perpetual, non-exclusive, assignable, sub-licensable,  royalty-free license
     to use, modify, and enhance such Pre-Existing Material.

     15.3  Further  Acts.  Provider  will take such action  (including,  but not
     limited to, the  execution,  acknowledgment,  delivery  and  assistance  in
     preparation of documents or the giving of testimony) as may be requested by
     AWS to evidence,  transfer,  vest or confirm AWS' right, title and interest
     in the Deliverables.

     15.4 Limitation.  Notwithstanding  any other provision of this Agreement to
     the contrary, this Section will not obligate Provider to assign or offer to
     assign  to AWS any of  Provider's  rights  in an  invention  for  which  no
     equipment, supplies, facilities or trade secret information of AWS was used
     and which was  developed  entirely on Provider's  own time,  unless (a) the
     invention  relates  directly  to the  business  of AWS or to AWS' actual or
     demonstrably  anticipated  research or  development;  or (b) the  invention
     results from any work  performed by Provider for AWS.  This  satisfies  the
     written notice and other requirements of state law.

     15.5 Use.  In no way  limiting  Provider's  obligations  tinder  Section 16
     "Nondisclosure   Agreement,"   and  except  as  required   for   Provider's
     performance  of the Services or as authorized  in writing by AWS,  Provider
     will not use, disclose, publish or distribute any AWS Proprietary Materials
     or remove any AWS Proprietary Materials from AWS'


                                       12

<PAGE>

     15.6 Intellectual  Property Assignment.  To the extent Provider's employees
     will be inventing or creating Intellectual Property for AWS and such rights
     are not assigned to Provider,  Provider will ensure such employees  execute
     the Assignment of  Intellectual  Property Rights attached hereto as Exhibit
     G.

16   Nondisclosure Agreement.

As a condition to AWS'  obligations  under this  Agreement,  Provider  agrees to
abide by all the terms and  conditions of that certain  Nondisclosure  Agreement
dated as of  November  7, 2003,  between AWS and  Provider  (the  "Nondisclosure
Agreement"),  a copy of which is  attached  hereto  and  incorporated  herein as
Exhibit C.

Notwithstanding the terms and conditions of the Nondisclosure Agreement, AWS may
share  material,  both orally and in written or electronic  form,  that contains
information  of  Provider  with  AWS  Partners,  provided  that AWS and such AWS
Partners have a  nondisclosure  agreement in effect that provides  Provider with
protections   which  are   substantially   similar  to  those  provided  by  the
Nondisclosure Agreement.

17   Termination.

     17.1  Termination  for Cause.  Either AWS or Provider  may  terminate  this
     Agreement  upon  the  other  party's  material  breach  of this  Agreement,
     provided  that (a) the  non-breaching  party will  first have sent  written
     notice to the breaching  party  describing the breach in reasonable  detail
     and demanding that it be cured;  (b) the breaching  party does not cure the
     breach  within  *** days  following  its  receipt of such  notice;  and (c)
     following  the  expiration  of the *** day cure period,  the  non-breaching
     party sends a second written notice to the breaching party  indicating that
     the non-breaching party has terminated this Agreement.

          17.1.1  Material  Breach.  The following will be considered a material
          breach of this Agreement:

               a)   the  failure  of either  party to  perform  or  observe  any
                    material term, condition,  or covenant to be performed by it
                    under this Agreement;
               b)   the execution of any assignment for the benefit of creditors
                    or  the  filing  for  relief  by  either   party  under  any
                    applicable bankruptcy, reorganization, moratorium or similar
                    debtor relief laws:
               c)   the  appointment  of a receiver  for Provider or AWS, or for
                    substantially  all of their respective assets or properties;
                    and
               (d)  an unauthorized assignment of this Agreement.

          17.1.2 Bankruptcy. If a proceeding is commenced under any provision of
          the United States  Bankruptcy  code,  voluntary or involuntary,  by or
          against either party, and this Agreement has not been terminated,  the
          non-debtor  party may file a request with the bankruptcy court to have
          the court set a date within sixty (60) days after the  commencement of
          the case,  by which date the debtor  party will  assume or reject this
          Agreement and the debtor party will  cooperate and take whatever steps
          necessary to assume or reject the Agreement by such date.

     17.2  Termination for Convenience.  AWS may terminate this Agreement at any
     time upon thirty (30) days written notice to Provider.

          17.2.1  Termination  of Work Orders and/or  Statement of Work. AWS may
          terminate any Work Order/Statement of Work at any time upon sixty (60)
          days notice to Provider.  Termination of any Work  Order/Statement  of
          Work issued under the  Agreement  will not terminate the Agreement and
          the  Agreement  will  continue  in full  force  and  effect  after the
          termination of the Work Order/Statement of Work.

     17.3  Survival.  All  provisions of this  Agreement  that may reasonably be
     interpreted  or construed as surviving  termination  of the Agreement  will
     survive the termination of the Agreement.

     17.4  Post  Termination  Cooperation.   In  the  event  this  Agreement  is
     terminated prior to completion of the Services,  Provider will cooperate in
     the orderly  transition to AWS or another  contractor  designated by AWS to
     complete the Services.


                                       13

   ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
<PAGE>
18   Dispute Resolution and Arbitration.

     18.1 General. All disputes arising out of or related to this Agreement will
     be resolved by binding  arbitration  in accordance  with the procedures set
     forth in this Section, and each party irrevocably waives any right to trial
     by jury with respect to any such dispute.

     18.2 Informal  Dispute  Resolution.  The parties shall make all  reasonable
     efforts to resolve through good faith negotiations between their respective
     principals any disputes, controversies or other matters in question between
     the  parties  to this  Agreement,  arising  out  of,  or  relating  to this
     Agreement,  or the alleged  breach  thereof,  including  any claim in which
     either  party is  demanding  monetary  damages  of any nature and under any
     legal or  equitable  theory,  including,  but not limited  to,  negligence,
     breach of  contract,  strict  liability  violation  of any state,  local or
     federal  law,  or   intentional   acts  or   omissions  by  either   party.
     Specifically, if such a dispute, controversy or other matter arises between
     the parties,  the AWS Vendor Manager and the Provider  Account Manager will
     first  attempt  to reach an  amicable  resolution.  If they are  unable  to
     resolve such dispute  within ten (10) business days, AWS and Provider shall
     each promptly designate one representative with management  authority (each
     a  "Management  Representative")  to use their  reasonable  best efforts to
     resolve  such  dispute  or to  negotiate  an  appropriate  modification  or
     amendment.  If either party fails to designate a Management  Representative
     at its own  initiative,  it shall do so  within  three  business  days of a
     written request from the other party to do so. Except as otherwise provided
     in the termination  provisions hereof or agreed to by the parties,  neither
     party shall be  permitted  to exercise  any other  remedies for twenty (20)
     days  following  the date that both  parties  have  designated a Management
     Representative.   If  the  issue   cannot  be   successfully   resolved  by
     negotiation,  either  party may submit the matter to mediation as set forth
     in Section 11.4 by serving a Notice pursuant to Section 13. Nothing in this
     section can be  construed  to preclude  any party from  seeking  injunctive
     relief in order to protect its rights  pending the  escalation or mediation
     process.  A request by a party to a court for such injunctive relief cannot
     be deemed a waiver of the  obligation to mediate.  Nothing  herein shall be
     deemed to limit any right of a party to terminate  this  Agreement  for any
     default or breach by the other party. At the conclusion of the Section 11.3
     Escalation and Section 11.4 Non-Binding  Mediation processes,  either party
     shall have the  right,  in the event of a  default,  to any other  remedies
     available  in law or in  equity,  but  not  limited  to the  right  to seek
     damages.

     18.3  Demand for  Arbitration.  If the parties  have  failed to  informally
     resolve  their  disputes,  either  party  may  make a  written  demand  for
     arbitration  (the  "Arbitration  Demand  Notice")  in  accordance  with the
     Section  "Notices."  Except as otherwise set forth herein,  any arbitration
     will be conducted in accordance with CPR Institute for Dispute Resolution's
     ("CPR") Rules for  Non-Administered  Arbitration of Business  Disputes then
     prevailing.  To the extent that the  provisions  of this  Agreement and the
     prevailing  rules of CPR conflict,  the  provisions of this  Agreement will
     govern.

     18.4  Selection  of   Arbitrator.   Within  fifteen  (15)  days  after  the
     Arbitration  Demand  Notice,  the  parties  will  attempt to select a sole,
     neutral  arbitrator  satisfactory to all parties.  In the event the parties
     are not able to jointly  select an  arbitrator  within the fifteen (15) day
     time period, the arbitrator will be selected in accordance with CPR's Rules
     for Non-Administered Arbitration, as applicable.

     18.5  Arbitrator's  Authority.  The  arbitrator  will have  full  power and
     authority to determine issues of arbitrability and to interpret or construe
     the  applicable  provisions of this  Agreement  and to fashion  appropriate
     remedies for  breaches of this  Agreement  (including  interim or permanent
     injunctive relief); provided that the arbitrator will not have any right or
     authority a) in excess of the authority of a court having jurisdiction over
     the parties and the dispute would have absent this  arbitration  provision;
     b) to award damages in excess of the types and  limitation of damages found
     in this Agreement;  or c) to modify the terms of this Agreement.  The award
     of the arbitrator  will be issued within thirty (30) days of the completion
     of the hearing, and will be in writing and state the reasoning on which the
     award was determined.

     18.6 Applicable Law. The parties  acknowledge that this Agreement evidences
     a transaction  involving  interstate  commerce.  Federal Arbitration Act, 9
     U.S.C. Section 1, et seq., will govern the interpretation,  enforcement and
     proceedings  under this Section and judgment upon the award rendered by the
     arbitrator may be entered by any court having jurisdiction thereof.

     18.7 Confidentiality.  Except as required by law or in order to enforce any
     award,  the  parties  will hold the  existence,  content  and result of the
     arbitration or any mediation in  confidence.  The existence and contents of
     the entire Arbitration, including the award, will be deemed a compromise of
     a dispute under Rule 408 of the Federal Rules of Evidence.


                                       14
<PAGE>
19   Audits

     19.1 Gaap Records. During the term of this Agreement and for a period of at
     least two (2) years after  completion  of the Services  provided,  Provider
     agrees to keep all usual and proper  records  and hooks of account  and all
     usual and proper  entries  relating to this  Agreement in  accordance  with
     generally  accepted  accounting  principles.  AWS may  conduct  an audit of
     Provider's  records  applicable to  Provider's  business with AWS. Any such
     audit will be conducted by a  designated  AWS auditor or by an  independent
     certified  public  accountant  selected by AWS. The audit will be conducted
     during regular business hours and will be conducted in such a manner as not
     to unreasonably  interfere with Provider's normal business activities.  AWS
     and Provider will meet to discuss any errors or omissions  disclosed by the
     audit,  and prompt  adjustment will be made to compensate for any errors or
     omissions disclosed by such audit.

     19.2 Costs.  Any fees or costs incurred by an independent  certified public
     accountant  will be paid for by AWS. In the event billing  overcharges  are
     identified,  and the overcharges represent more than five (5%) of the total
     invoice amount, Provider will also reimburse AWS for reasonable audit costs
     incurred and necessary to discover the overcharge within sixty (60) days of
     AWS' receipt of an invoice for such fee.

     19.3  Confidentiality.  AWS recognizes and agrees that information  learned
     during an audit is confidential  and that such information may be used only
     in further disposition of the audit.

20   Notices.

All  notices or demands  given  hereunder  or  required  by law will be given in
writing,  will refer to this Agreement and will be effective i) upon the date of
personal  delivery  if  delivered  by hand;  ii) upon  the  date of  receipt  if
delivered by facsimile  transmission or by recognized overnight courier; or iii)
three (3) days after deposit in the United States mail  (registered or certified
mail,  postage  prepaid.  return receipt  requested).  Any party may change such
address by giving the other party written notice of such change, referencing the
change as a modification to this paragraph of this Agreement.

     AWS:             AT&T Wireless Services, Inc.
                      Ann: Supply Management
                      Fax: 425-580-9946

     Delivery Address 16661 N.E. 72nd Way
                      Redmond, W A 98052

     WITH A COPY      AT&T Wireless Services, Inc.
     TO:

                      Attn: Legal Department
                      7277 164th Avenue NE
                      Redmond, WA 98052

     PROVIDER:        Phase 2 Solutions Inc
                      Attn: Art Graf
                      8901 E. Raintree Dr. Suite 100
                      Scottsdale, AZ. 85260
                      Fax: 480-477-1279

21   Publicity and Use of Trademarks, Service Marks and Logos.

     21.1   Publicity.   Neither  party  will  issue  a  news  release,   public
     announcement,  advertisement,  or other form of  publicity  concerning  the
     existence  of this  Agreement  or the  Services  to he  provided  hereunder
     without obtaining the prior written approval of the other party,  which may
     be withheld in the other party's sole discretion.

     21.2 Ownership.  Provider will not use AWS' name or that of any AWS Company
     or AT&T  Corporation  or any  trademark,  service  mark or logo of AWS, AWS
     Company or AT&T Corporation  without AWS' express prior written  permission
     specifically  relating to such use. The logo,  brand or other  trademark or
     service mark  ("Marks") of either party will remain the exclusive  property
     of that party and the other party has and will have no right to such Marks.
     All use of the Marks of either  party  will be deemed to inure  only to the
     benefit  of the owner of such  Mark.  Neither  party  without  the  express
     written  consent  of the other  party will have the right to use any of the
     other party's Marks.  Any approved use of the Marks of the other party will
     be in accord with such party's policies regarding the use of such


                                       15
<PAGE>
     Marks.  This provision grants Provider no rights whatsoever to AWS and AT&T
     Corporation's  trademarks or trade names except as may be authorized  under
     this Agreement.

22   Network Connection.

Provider will be responsible for maintaining  security for connectivity  between
Provider and the AWS network. If the connectivity is achieved solely through the
Internet,  Provider will use SSL, or reasonable equivalent,  for the duration of
any session in which  information  is passed  between  Provider and AWS. The SSL
implementation  must be  approved  by AWS in  advance.  If the  connectivity  is
achieved  through  Persistent  Connection,  then  Provider  must comply with all
reasonable security requirements and procedures  established by AWS and provided
to Provider and must use an industry  standard virus  protection  program on all
networks  that  Provider  maintains  that  may be  accessed  by  the  Persistent
Connection. Provider will complete all connection forms provided by AWS prior to
the establishment of a Persistent Connection.

The  Persistent  Connection  will be maintained for as long as necessary (but in
any case will  terminate  immediately  upon  termination  or  expiration  of the
Agreement).  AWS  reserves  the right to suspend  or  terminate  the  Persistent
Connection in its sole discretion without notice. In the event of termination or
suspension of the Persistent  Connection,  Provider will not be responsible  for
performance of any obligations pursuant to this Agreement that cannot reasonably
be performed without the Persistent Connection.

Notwithstanding   anything  in  this  Agreement  to  the  contrary  and  without
limitation  as to nature or amount of damages,  Provider  will be liable for all
loss,  costs and damages caused to the AWS network or other  facilities  through
the Persistent Connection.

23   Miscellaneous Provisions.

     23.1  Inspections.  Provider  will  permit AWS'  representatives  to obtain
     reasonable  access to the Provider's off -site  facilities  used to provide
     the Services,  for purposes of performing inspections or "walk-throughs" in
     connection with activities relating to AWS' business. Provider shall not be
     required  to  provide  AWS'  representatives  with  access  to  proprietary
     information or technology of Provider,  except on a confidential,  "need to
     know" basis properly documented in advance of the inspection. Additionally,
     Provider  will allow AWS to access  Provider's  systems  for the purpose of
     monitoring Provider's activities pursuant to fulfilling the requirements of
     this Agreement.

     23.2 Disaster Recovery.  Provider maintains,  and will continue to maintain
     throughout the Term of this Agreement, a disaster recovery plan, a business
     continuity plan and off-site  disaster  recovery  capabilities  that permit
     Provider to recover  from a disaster and  continue  providing  Services and
     Products to customers,  including  AWS,  within a  commercially  reasonable
     period.  An executive  summary of the current disaster recovery plan, which
     may change  from time to time,  is attached  hereto as Exhibit _.  Provider
     will test the operation and  effectiveness of its disaster recovery plan at
     least  annually.   Provider  maintains,   and  will  continue  to  maintain
     throughout  the Term of this  Agreement,  a backup power  supply  system to
     guard against electrical outages.

     23.3 Account Manager.  Provider must designate a National  Account Manager
     for each Order executed under this Agreement.  The National Account Manager
     must be equipped with a cellular phone at Provider's expense.

          23.3.1 Responsibilities & Duties. The National Account Manager will be
          the liaison between AWS and Provider in order to:

               a)   manage Provider's performance under this Agreement;
               b)   insure that  TeleServices  are performed in accordance  with
                    this  Agreement  and  the   applicable   Work  Order  and/or
                    Statement of Work;
               c)   serve as the single point of contact  throughout the term of
                    the Order;
               d)   meet with AWS Vendor  Managers for formal  business  reviews
                    quarterly or as requested by either AWS or Provider;
               e)   Complete  the  AWS  new  hire  training  curriculum  for the
                    program;
               f)   Be  knowledgeable   regarding   billing  processes  for  the
                    account.

     While at AWS' facilities, the National Account Manager must wear designated
     identification at all times and comply with all AWS regulations;

     23.4  Attorneys'  Fees/Cost/Remedies.  If any  dispute  arises  under  this
     Agreement,  the substantially  prevailing party will be entitled to recover
     all its  reasonable  costs  including,  without  limitation,  expenses  and
     attorneys'  fees  incurred  through   conclusion  of  the  dispute.   These
     provisions  will not be construed to entitle any party other than  Provider
     or AWS to recover their costs.


                                       16
<PAGE>
     The parties  agree that damages may be  inadequate  to  compensate  for the
     unique losses to be suffered in the event of a breach hereof,  and that the
     damaged party will be entitled, in addition to any other remedy it may have
     under this  Agreement  or at law, to seek and obtain  injunctive  and other
     equitable  relief,  including  specific  performance  of the  terms of this
     Agreement  without the necessity of posting  bond.  All rights and remedies
     will be cumulative and not exclusive of any other rights or remedies.

     23.5  Assignment.  Provider may not assign or delegate this  Agreement,  in
     whole or in part,  without AWS' prior written  consent.  AWS may assign its
     rights  or  delegate  its  duties  hereunder  in whole or in part,  in AWS'
     discretion,  without  Provider's prior written  consent.  All the terms and
     provisions of this  Agreement will be binding upon and inure to the benefit
     of and be enforceable by the parties hereto and their respective successors
     and permitted assigns.

     23.6 Provider Liability for Acts of Personnel. Provider's obligations under
     this Agreement will be binding upon anyone  assigned by Provider to perform
     Services for AWS, and Provider  will be  responsible  for  informing  those
     persons of such obligations and ensuring their compliance. A breach by such
     persons will be deemed a breach of this Agreement by Provider.

     23.7  Waivers.  No delay or failure by any party  hereto in  exercising  or
     enforcing any of its rights or remedies hereunder, and no course of dealing
     or performance with respect thereto,  will constitute a waiver thereof. The
     express  waiver by a party  hereto  of any right or remedy in a  particular
     instance will not constitute a waiver thereof in any other instance.

     23.8 Timely  Performance.  If Provider has  knowledge of anything  that may
     prevent or threaten to prevent the timely performance of the Services under
     this  Agreement,  Provider  will  immediately  notify AWS,  and provide all
     relevant information concerning the delay or potential delay. Neither party
     will be liable for failure to perform any obligations  under this Agreement
     to the extent  such  failure is caused by a Force  Majeure  event.  In such
     event, AWS may cancel all or portion of the P.O. or Release impacted by the
     Force Majeure event.

     23.9 Amendments.  This Agreement will not be modified, either by amendment,
     waiver or discharge  of any  provision  of this  Agreement,  except i) by a
     written  agreement  which  specifically  identifies  this Agreement and the
     provision  intended to be amended;  ii) is dated  subsequent to the date of
     this  Agreement;  and iii) is signed on behalf of Provider and by AWS' duly
     authorized  representative.  Electronic  signatures  will not  constitute a
     "written  agreement  or  handwriting"  under  this  Agreement.   Each  such
     amendment,  waiver or  discharge  will be  effective  only in the  specific
     instance and for the specific  purpose for which given.  In addition to the
     foregoing,  any  amendment  to Section  "Ownership  and Use of  Proprietary
     Materials" must be i) signed in handwriting by both parties;  it) contained
     in a document  separate from a purchase order,  change order,  statement of
     work  or  similar  document;   and  iii)  specifically   reference  Section
     "Ownership  and  Use  of  Proprietary  Materials"  of  this  Agreement  and
     explicitly state its intent to amend that section.

     23.10  Choice of Law;  Consent  to  Jurisdiction.  This  Agreement  will be
     governed in all respects by, and construed and enforced in accordance with,
     the laws of the State of Washington,  without regard to any rules governing
     conflict  of laws.  The  parties  agree that venue for any suit,  action or
     proceeding with respect to this Agreement will lie exclusively in any court
     of competent jurisdiction located in King County,  Washington.  The parties
     agree that the venue for any  arbitration  with  respect to this  Agreement
     will lie exclusively in King County, Washington.

     23.11  Severability.  If any  provision  of this  Agreement  is found to be
     invalid,  illegal or  unenforceable  in any  jurisdiction,  for any reason,
     then, to the full extent permitted by law (i) all other  provisions  hereof
     will  remain in full  force and  effect  in such  jurisdiction  and will be
     liberally  construed in order to carry out the intent of the parties hereto
     as  nearly  as  may  be  possible,  (ii)  such  invalidity,  illegality  or
     unenforceability  will not affect the validity,  legality or enforceability
     of any other  provision  hereof,  and (iii) any court or arbitrator  having
     jurisdiction  therefore will have the power to reform such provision to the
     extent necessary for such provision to be enforceable under applicable law.

     23.12 Export Control.  Provider  acknowledges that any products,  software,
     and  technical  information  (including,  but not limited to,  services and
     training)  provided  hereunder  are subject to the export  control laws and
     regulations of the United States.  Provider acknowledges and agrees that it
     will not ship,  transfer,  export or  re-export  these  items,  directly or
     indirectly,  to any countries that are subject to export restrictions under
     the United  States  Export  Administration  Act  (currently  including  but
     necessarily limited to Cuba, the Federal Republic of Yugoslavia (Serbia and
     Montenegro),  Iran, Iraq, Libya, North Korea, and Syria).  Provider further
     agrees that it will not ship, transfer,  export or re-export these items to
     any third party whom Provider knows or has reason to know will utilize them
     in  the  design,   development  or  production  of  nuclear,  chemical,  or
     biological  weapons  or to any  third  party who has been  prohibited  from
     participating in U.S. export transactions by any federal agency in the U.S.
     government.


                                       17

<PAGE>

     23.13  Construction  of  Agreement.  AWS  and  Provider  cooperated  in the
     preparation  of this  Agreement and it will not be construed  against or in
     favor of any party by virtue of the identity,  interest or  affiliation  of
     its preparer. Unless the context indicates otherwise, the term "or" will be
     deemed to include the term "and" and the singular or plural  number will be
     deemed to include the other.  Captions are intended  solely for convenience
     of reference and will not be used in the interpretation of this Agreement.

     23.14 Entire Agreement.  This Agreement, its Exhibits and the Nondisclosure
     Agreement  between the parties  constitute the entire agreement between AWS
     and  Provider  with  respect  to their  subject  matters,  and all prior or
     contemporaneous   oral  or  written   communications,   understandings   or
     agreements  between AWS and Provider  with respect to such subject  matters
     are  hereby   superseded  in  their   entireties.   In  the  event  of  any
     inconsistency   between  this  Agreement  and  any  P.O.  Blanket  Purchase
     Agreement,  Releases,  or other  forms used under  this  Agreement  by AWS,
     Provider,  or Provider's agents or subcontractors,  or any additional terms
     contained in such P.O.(s),  Releases, or forms, the terms and conditions of
     this Agreement will prevail.  Electronic  signatures  will not constitute a
     modification of this Agreement and will not constitute a "written agreement
     or  handwriting"  under this Agreement.  This Agreement  cannot be modified
     through any electronic means.

IN WITNESS WHEREOF, authorized representatives of the parties have executed this
Agreement dated as of the Effective Date.

AT&T Wireless Services, Inc.            Phase 2 Solutions, Inc


By: /s/ Rand Farr                       By: /s/ Larry Willett
    ---------------------------------       ------------------------------------
Printed Name: Rand Farr                 Printed Name: Larry Willett
              -----------------------                 --------------------------
Its:          Commodity Manager         Its:          President
     --------------------------------        -----------------------------------
Date:         01-07-04                  Date:         Jan 7, 2004
      -------------------------------         ----------------------------------


                                       18
<PAGE>
[AT&T Wireless Logo]

                                Statement of Work
                                     to the
                          AT&T Wireless Services, Inc.
                            Master Services Agreement
                             Dated: January 2, 2004

This Statement of Work ("SOW") between AT&T Wireless Services,  Inc. ("AWS") and
Phase 2 Solutions, Inc ("Phase 2 Solutions") is attached to and made part of the
AWS and Phase 2 Solutions Master Services  Agreement  effective  January 2, 2004
("Agreement").  Unless otherwise  defined herein,  all capitalized terms in this
SOW have meanings set forth in the Agreement.

Phase 2  Solutions  agrees  for the term of this SOW  that it will  provide  the
following  Services and  Deliverables  to AWS' reasonable  satisfaction,  and in
accordance with the terms of this SOW:

I.   TERM,  PERFORMANCE METRICS, AWS WORK ORDER,  SERVICES  DESCRIPTION,  VOLUME
     FORECASTING, LOCATIONS, HOURS OF OPERATION, HOLIDAYS, USER IDS, AND CHARGES

     A.   Term
          ----

     The term of this SOW will  commence on January  19, 2004 and will  continue
     through  January 19, 2007  unless  sooner  terminated  in  accordance  with
     Section 17 of the Agreement.

     B.   Services Description
          --------------------

          1.   Performance Metrics

          The performance metrics as detailed in Appendix D hereto ("Performance
          Measurements")  apply to all Services and Deliverables  tendered under
          this SOW.

          2.   AWS Work Order

     AWS  authorizes  Phase 2 Solutions to perform Work in  accordance  with the
     terms and conditions of the Agreement for AWS as specified in a unique Work
     Order ("Campaign Delivery Package") that AWS may, from time-to-time,  enter
     into under this SOW.  Such  Campaign  Delivery  Package  shall be  attached
     hereto  as  Appendix  E, and  shall  describe  the  Work,  Services  and/or
     Deliverables to be performed,  its/their requirements, and the assigned AWS
     Campaign  Contact.  AWS will send an electronic copy of the formal Campaign
     Delivery  Package to Phase 2 Solutions  five (5) business days prior to the
     start of a program or Campaign. If the information is not received by Phase
     2 Solutions five (5) business days prior to incorporation into the required
     modules, or in order to

<PAGE>
[AT&T Wireless Logo]

     complete  required  system  modifications,  or in  order  to meet  staffing
     requirements,  AWS and Phase 2 Solutions  will  mutually  negotiate a start
     date for the program or Campaign based on Phase 2 Solution's receipt of the
     Campaign Delivery Package.

          3.   Inbound and Outbound Telephone Services

          Phase 2 Solutions will provide Inbound and Outbound consumer telephone
          service programs and Campaigns ("Telemarketing  Services") relative to
          AWS  Products  and  Services  per  the   requirements   of  this  SOW.
          Telemarketing  Services activities include but are not limited to, the
          following:

               a)   Clarify program or Campaign offers as directed by AWS
               b)   Close program or Campaign offers per AWS instructions
               c)   Up-sell program or Campaign offers as directed by AWS
               d)   Work with existing Customers to preclude termination
               e)   Respond to coverage concerns in' a positive manner
               f)   Clarify Product and Service plans as required
               g)   Resolve subscriber issues relative to price plans (rate plan
                    changes)
               h)   Change rate plans as appropriate
               i)   Answer contract inquiries in a positive fashion
               j)   Accurately update account information
               k)   Resolve lost or stolen telephone issues in a positive manner
               l)   Add,  change,  or delete  features  and  promotions  per AWS
                    direction
               m)   Provide instructions for equipment and feature use
               n)   Migrate Customer accounts between billing applications
               o)   Up-sell equipment when appropriate
               p)   Transfer  telephone  calls to the  appropriate  AWS  company
                    support group as required

          4.   Business Response Card Scanning

          Customers may use Business Response Cards ("BRC") as one way to accept
          AWS  promotional  offers.  Phase  2  Solutions  will  process  BRCs by
          scanning  them as requested  by AWS in support of ongoing  inbound and
          outbound  telemarketing efforts. When BRCs are used, Phase 2 Solutions
          will read the barcode  depicting  the  Customer's  wireless  telephone
          number and specific offer; create the responder, MDE, and manual entry
          files.  Phase 2  Solutions  will also retain and index an image of the
          BRC for offer acceptance verification,  as required. Phase 2 Solutions
          will  retain  one  electronic  copy  of the BRC  image  and  send  one
          electronic copy to AWS for each program or campaign processed.


4/13/2004       AT&T Wireless and Phase 2 Solutions Confidential    Page 2 of 52
<PAGE>
[AT&T Wireless Logo]

          5.   Manual Provisioning

          Phase 2 Solutions will perform manual data entry services as requested
          by AWS in  support  of  ongoing  inbound  and  outbound  telemarketing
          efforts that includes,  but is not limited to, the manual provisioning
          of contract  extensions,  promotions,  upgrades,  and other changes to
          Customer  accounts.   Additional  AWS  data  entry  only  programs  or
          Campaigns will occur as requested. AWS will provide the files, process
          flows,  and manual data entry  priorities to Phase 2 Solutions as part
          of the Campaign Delivery Package as described in Appendix E.

     C.   Volume Forecasting

     AWS shall plan programs and Campaigns on a week-by-week basis. The programs
     or Campaigns  are  dynamic,  both in their  planning and in their  required
     execution.  To accommodate  the requirement of Phase 2 Solutions to provide
     staffing,  AWS will  provide on a weekly basis and within plus or minus ten
     percent (+/- 10%), the inbound and outbound telephone call, BRC, and manual
     provisioning  volume  forecasts and requirements for a four (4) week period
     (looking  forward).  Once AWS provides this forward forecast,  AWS will use
     the  Change  Management  Process  to  request  changes  to the  intra-month
     forecast.  Phase 2 Solutions will use this  information in conjunction with
     historic  arrival  information to staff their operations in support of AWS'
     business requirements. Such staffing and operations shall at all times meet
     the performance measurements defined in Appendix D hereto.

     Phase 2 Solutions shall at all times manage the staffing at levels that are
     appropriate  to meet AWS'  business  requirements.  AWS  shall  temporarily
     relieve Phase 2 Solutions  from meeting the  performance  measurements  (as
     defined in Appendix D) which are tied  specifically to staffing levels when
     actual business volumes exceed AWS' forecasts by ten percent (10%) or more.
     If this should occur, AWS and Phase 2 Solutions  shall,  within twelve (12)
     hours,  mutually  agree to a plan to  accommodate  the  increased  business
     volumes,  and Phase 2 Solutions  will once again be required to comply with
     all performance requirements as defined in Appendix D.

          1.   Staffing

          The provisioning of qualified staffing throughout the term of this SOW
          is the  responsibility of Phase 2 Solutions who will work closely with
          AWS to supply  staffing  levels  that meet AWS'  business  needs.  All
          staffing  levels  must  support the goals of AWS'  specific  programs,
          business needs, and Campaigns.  AWS will communicate changes to volume
          forecasts  to Phase 2 Solutions as soon as they become  apparent,  but
          Phase 2  Solutions  shall not rely upon such  forecasts  to  determine
          appropriate  staffing  levels.  Such changes may include,  but are not
          limited to, program


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          or Campaign response rate  expectations,  system failures that require
          additional manual data entries,  or external conditions that drive the
          volume of inbound  telephone  calls to Phase 2 Solutions (for example,
          mail drops, message services, etc.).

          2.   AWS Responsibilities

          AWS  will  provide  weekly  volume  forecast  information  to  Phase 2
          Solutions  to be used  solely  as a  guide  for  determining  staffing
          levels.

          3.   Phase 2 Solutions Responsibilities

          Phase 2  Solutions  will have  ultimate  responsibility  for  staffing
          sufficiently  in  support  of  AWS'  business  requirements.  Phase  2
          Solutions  will  manage the  staff,  and will  accommodate  the actual
          business volumes according to the performance  measurements defined in
          Appendix D.

     D.   Locations
          ---------

     Phase 2 Solutions  will  perform the  Services  described  hereunder at the
     following  location(s).  Phase 2 Solutions  will change the locations  only
     with AWS' prior written approval.

          8801 Raintree Drive
          Scottsdale, AZ 85260

          8901 Raintree Drive
          Scottsdale, AZ 85260

          1826 S. Washington Street
          Grand Forks, ND 58201

          1330 20th Avenue SW
          Minot, ND 58701

          609 30th Avenue NW
          Minot, ND 58703

          6090 Zenith Court NE
          Rio Rancho, NM 87114

          1215 West Cherry Street
          Vermillion, SD 57069

     E.   Hours of  Operation -- Inbound,  Outbound,  BRC  Scanninq,  and Manual
          ----------------------------------------------------------------------
          Provisioning
          ------------


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     Phase 2 Solutions  will  maintain  the hours of  operation  for inbound and
     outbound telephone services as defined in the Campaign Delivery Package.

     Phase 2 Solutions will maintain a schedule  necessary to meet AWS' business
     requirements   for  BRC   processing  and  Manual   Provisioning   to  AWS'
     satisfaction.

          1.   Hours of Operation Adjustments

          AWS may change Phase 2  Solutions's  Hours of  Operation  based on the
          needs of a specific  program or  Campaign.  AWS and Phase 2  Solutions
          will use the Change Management  process as documented in Appendix B to
          request changes to the Hours of Operation.

          2.   AWS Responsibilities

          AWS will  request  changes to the Hours of Operation no fewer than ten
          (10) business days prior to the effective date of change.

          3.   Phase 2 Solutions Responsibilities

          Phase 2 Solutions will staff to meet AWS' business requirements during
          the  Hours of  Operation.  If  Phase 2  Solutions  becomes  aware of a
          situation  that  suggests  a change  in the  Hours of  Operation  (for
          example, higher volumes of early or late IVR telephone calls), Phase 2
          Solutions  will  contact  AWS and  request  a change  in the  Hours of
          Operation through the Change Management process.

     F.   Holidays
          --------

     Subject to local employment laws, AWS recognizes the following holidays:

          1.   New Year's Day
          2.   Memorial Day
          3.   Independence Day
          4.   Labor Day
          5.   Thanksgiving Day
          6.   Christmas Day

          1.   Changes to Holidays

          AWS may request a change to the Holidays  referenced  above,  based on
          the needs of AWS, a specific  program,  or  Campaign.  AWS and Phase 2
          Solutions will use the Change Management Process to request changes to
          the Holiday services.

          2.   AWS Responsibilities


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          AWS will  request  changes to  services  on holidays no fewer than ten
          (10) business days prior to the effective date of change.

          3.   Phase2 Solutions Responsibilities

          None

     G.   User IDs
          --------

     AWS will  provide  Training  IDs to be used by Phase 2 Solutions  employees
     while  those  employees  are  in  classroom  training.   AWS  will  provide
     Production  User IDs for all Phase 2 Solutions  employees  who qualify for,
     and require access to AWS' systems.

          1.   Production User ID Process

          Phase 2  Solutions  and their  employees  will not  reuse,  share,  or
          transfer to another  representative or individual  Production User IDs
          for any reason, unless authorized  specifically by AWS in writing. AWS
          may request the dismissal  from AWS programs and Campaigns any Phase 2
          Solutions employee(s)  determined to be sharing an AWS Production User
          ID, and Phase 2 Solutions will remove such employee immediately.

          2.   AWS Responsibilities

                    a)   As  appropriate,  AWS shall  provide  Phase 2 Solutions
                         with  training  User IDs  that  provide  access  to the
                         required AWS training environment and systems.
                    b)   As  appropriate,  AWS shall  provide  Phase 2 Solutions
                         with the  Production  User IDs within ten (10) business
                         days of Phase 2 Solutions's request for same for use by
                         those Phase 2 Solutions employees who have successfully
                         completed the training.
                    c)   The continued and  otherwise  unauthorized  use of AWS'
                         Production User IDs becomes the  responsibility  of AWS
                         two (2) business days following the written  request by
                         Phase 2 Solutions to delete specific user privileges.

          3.   Phase 2 Solutions Responsibilities

                    a)   Phase 2  Solutions  shall  reset the  passwords  of the
                         Training IDs upon completion of training for each Phase
                         2 Solutions user.
                    b)   Phase 2 Solutions  shall  request  Production  User IDs
                         from AWS by the second day of training.
                    c)   Phase  2  Solutions   shall  provide  to  AWS,   within
                         twenty-four (24) hours of payroll separation or removal
                         from the AWS programs or Campaigns, the Production User
                         IDs of Phase 2 Solutions  employees  that leave Phase 2
                         Solutions, or that are no longer


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                         associated with an AWS program or Campaign.

     H.   Charges
          -------

     The service  charges  with  respect to this SOW are set forth in Appendix A
     ("Charges")  attached  hereto.  AWS is only  obligated  to reimburse or pay
     Phase 2  Solutions  for the  Charges  incurred  during the  performance  of
     Services in  conformance  to the  performance  criteria  documented  in any
     Campaign  Delivery  Package(s)  under this SOW. All terms of the  Agreement
     will apply for the  Services  rendered  under this SOW.  All  Charges  must
     include any associated taxes.

II.  SERVICE   SPECIFICATIONS,    REQUIREMENTS,    AND   PHASE   2   SOLUTIONS'S
     RESPONSIBILITIES

     A.   Phase  2  Solutions  will  assign  an  Account  Manager  and a team of
          administrative  personnel,  supervisors,  and TSRs for  managing  AWS'
          projects and activities required by this SOW.

               1.   In  accordance   with  the  terms  and   conditions  of  the
                    Agreement,  Phase 2  Solutions's  Account  Manager will have
                    responsibility  for all aspects of AWS' account with Phase 2
                    Solutions. The Phase 2 Solutions Account Manager will act as
                    the single  point-of-contact  for AWS and will provide, at a
                    minimum the following services to AWS' satisfaction:

                         a)   *** with AWS *** Hours of Operation;
                         b)   *** coordination;
                         c)   *** Phase 2 Solutions's *** and ** the *** or ***
                              of *** from ***;
                         d)   *** the *** and *** of *** before sending to AWS
                              for ***;
                         e)   *** and *** and *** and *** to *** or ***;
                         f)   *** a *** as scheduled by AWS *** to the *** of
                              *** or ***;
                         g)   ***, through ***, that Phase 2 Solutions *** as
                              documented in Appendix F attached hereto;
                         h)   *** in AWS' *** as required by AWS, and
                         i)   *** and *** the Phase 2 Solutions *** and *** with
                              AWS.

               2.   Phase 2 Solutions's  Account  Manager will monitor the daily
                    activity and


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                    suggest a "conversion-per-hour" goal for AWS.

               3.   The  Phase  2  Solutions's   Account   Manager  as  well  as
                    representatives   from   Phase  2   Solutions's   Management
                    Information  Services  Department  will  participate  in all
                    scheduled planning sessions with AWS.

     B.   Three (3) weeks prior to the start of any program or Campaign, Phase 2
          Solutions's  key  technical   representative  will  participate  in  a
          conference  call(s) with AWS  personnel  regarding  file  transmission
          issues that  include,  but are not limited  to,  confirmation  of file
          transmission  compliance.  In the event that AWS  requires  an earlier
          start date for a program or Campaign,  AWS and Phase 2 Solutions  will
          negotiate a start date for the program or Campaign.

     C.   As  applicable,  AWS will provide a "Finder File"  (Customer  List) to
          Phase 2  Solutions  forty-eight  (48)  hours  before  the  start  of a
          specific program or Campaign.

     D.   Phase 2 Solutions will develop  Scripts to support its  performance of
          Telemarketing  Services using program or Campaign  specific  documents
          and  information  electronically  provided  by AWS.  The AWS  Campaign
          Contact  will approve  Phase 2  Solutions's  Scripts  prior to Phase 2
          Solutions use of the Scripts.  Phase 2 Solutions will not make changes
          to the approved  Scripts  unless Phase 2 Solutions  obtains AWS' prior
          written approval.

     E.   Phase 2 Solutions is responsible for the recruiting, hiring, training,
          and  the  supervision  of  the  required  sales,  administrative,  and
          management   personnel  while  performing  under  this  SOW.  Phase  2
          Solutions   will  acquire  only  those   resources  that  possess  the
          appropriate skill sets for the work being performed as defined herein,
          or as  defined  in  individual  Campaign  Delivery  Packages.  Phase 2
          Solutions is responsible for all costs  associated with recruiting and
          hiring personnel including the costs of background checks AWS requires
          for all employees having access to AWS' systems.

     F.   Phase 2 Solutions will retain  sufficient  and qualified  resources to
          support AWS'  marketing  activities,  new product  introductions,  and
          promotions.   Phase  2  Solutions   understands  that  AWS'  marketing
          activities may include  interim  periods  without  active  programs or
          Campaigns.

     G.   Phase 2  Solutions  is  responsible  for  insuring  that  programs  or
          Campaigns are managed and monitored  daily, and that Phase 2 Solutions
          meets  AWS'  performance  measurements  as  documented  in  Appendix D
          attached  hereto.  This  includes,  but is not limited  to,  providing
          motivational  programs and incentives to Phase 2 Solutions  personnel,
          monitoring  and  analyzing  individual  TSR  and  overall  program  or
          Campaign results,  and taking  appropriate  corrective  actions.  When
          requested  by AWS,  Phase 2  Solutions  will  provide  individual  TSR
          performance results.


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     H.   Phase 2 Solutions  will charge AWS for Hours  worked  according to the
          Campaign Delivery Package.  As used herein, the term "Hours" means the
          actual hours worked that produce the throughput and quality of product
          required  under this SOW.  Said Hours shall be limited to the programs
          or Campaigns associated with this SOW and measured in tenth-of-an-hour
          increments.  Hours  include *** on *** or *** or *** in the *** of the
          ***, or in the ***. The Hours include *** minutes of *** for *** hours
          *** of *** and ***. Hours do not include *** or *** (that *** or ***).

     I.   Phase 2 Solutions agrees to provide local supervisors with substantial
          telemarketing  sales  experience.  Phase 2 Solutions will *** a *** to
          *** of *** to ***.

     J.   When  conducting a program or Campaign  that requires  specific  skill
          sets (for example, a bilingual program or highly technical products or
          services),  AWS will define such skill sets in the  Campaign  Delivery
          Package.  Phase 2 Solutions is responsible  for insuring that assigned
          personnel  possess the skills  required;  are fluent in the applicable
          language, and possess the expertise or experience as is needed to meet
          program or  Campaign  objectives  as  required  under  this SOW.  When
          conducting  a bilingual  program or Campaign  targeted at the Hispanic
          market,  Phase 2 Solutions's  shall ensure that its TSRs are fluent in
          the Spanish language and speak the dialect of the targeted audience.

     K.   Phase 2  Solutions  will  perform the  Services to meet the  following
          requirements of AWS:

               1.   Phase  2   Solutions's   TSRs  will  log  into  a   specific
                    application  set each day  ("log-in")  that will limit their
                    access to only the telemarketing  and informational  portion
                    of the  application.  All  management  systems  require each
                    person to log-in with their name and their  unique  password
                    and  have  access  only to data  based  on  their  level  of
                    authorization.

                    The  ***  will  have  a  ***  that  includes,   but  is  not
                    necessarily limited to, the following:

                         a)   *** of ***;
                         b)   *** the *** of ***;
                         c)   *** in *** as appropriate;
                         d)   *** through *** and ***;
                         e)   *** and *** of *** containing ***;


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                         f)   *** and *** from the ***, and
                         g)   *** to ***.

                    Phase 2 Solutions  will  provide  written  certification  of
                    their computer system operation on a semi-annual  basis, and
                    will  provide  AWS  with a copy  of  such  certification  as
                    requested by AWS.

               2.   Phase 2  Solutions  will accept  Finder  Files in the format
                    specified by AWS in Appendix C attached hereto.

               3.   Phase 2 Solutions will **** with *** to ***.

               4.   Phase 2 Solutions agrees to accurately  present to Customers
                    the features  and benefits of AWS'  Products and Services as
                    outlined in AWS' Scripts and on-line  information.  AWS will
                    pre-approve   Phase  2  Solutions's   contact  approach  and
                    strategy proposed to acquire,  retain, or win-back Customers
                    prior  to  Phase 2  Solutions  use of the  Scripts.  Phase 2
                    Solutions  will not make  changes  to the  approved  Scripts
                    unless  Phase  2  Solutions   obtains  AWS'  prior   written
                    approval.  While  *** are *** to be *** when *** and *** and
                    *** to *** a ***, the *** must *** as *** in the ***.  Phase
                    2  Solutions's  *** to an *** is a *** of the  Agreement and
                    any *** or *** or *** by Phase 2 Solutions to *** to the ***
                    will ***, at its ***, to *** any ***,  this SOW,  and/or the
                    Agreement without *** Phase 2 Solutions.

               5.   Phase  2  Solutions  will  use  Customer   profile  data  to
                    establish   call  order   priorities   and,   as   pertinent
                    information  becomes  available,  incorporate said pertinent
                    information into Scripts on an individual Customer basis.

               6.   Phase 2 Solutions  agrees to contact only  Customers in AWS'
                    Finder Files.  Phase 2 Solutions  will not reproduce or sell
                    to third parties all or any portion of AWS' Finder Files.

               7.   If Phase 2 Solutions's  *** to *** is *** because of ***, or
                    ***,  ***  Phase 2  Solutions  will  *** the *** to  Phase 2
                    Solutions's  ***, and Phase 2 Solutions  will *** the *** of
                    *** within  the *** or *** as *** by ***in the ***.  The ***
                    of ***  shall  be *** by the *** the *** or ***,  and *** be
                    ***


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                    *** to *** and ***.

               8.   Phase  2  Solutions  will  *** or *** by its  ***.  Phase  2
                    Solutions  will *** of all *** or *** its ***,  and will ***
                    such *** to *** on a ***. Phase 2 Solutions will not *** and
                    *** for *** and will not *** or *** in the ***.

               9.   Phase 2 Solutions  will limit the scope of its  conversation
                    and activity during all Customer contacts to the performance
                    of the Telemarketing  Services covered by this SOW. Under no
                    circumstances  will  Phase 2  Solutions  promote  or advance
                    merchandise, labors, or interests of any person, enterprise,
                    or  organization,  other  than  those  authorized  by AWS in
                    writing,  during any Customer  contact made pursuant to this
                    SOW.

               10.  Phase 2  Solutions  will *** to *** and *** whose  format is
                    specified  by AWS in  Appendix  C attached  hereto.  Phase 2
                    Solutions shall provide the files according to the following
                    schedule:

<TABLE>
<CAPTION>
------------------------------------------------------
Report to AT&T Wireless
    Campaign Contact                Frequency
------------------------------------------------------
<S>                       <C>
*** for *** and ***          ***- by***PM Pacific Time
                                        on the *** day

*** for ***, and ***       ***- by *** PM Pacific Time
                                        on the *** day

*** for ***               As specified in the Campaign
                                      Delivery Package

*** for *** and ***       *** - by *** PM Pacific Time
                                        on the *** day

***                       As specified in the Campaign
                                      Delivery Package
------------------------------------------------------
</TABLE>

                    Phase 2  Solutions  will  notify  AWS if system  or  network
                    problems  prevent  Phase 2  Solutions  from  performing  the
                    on-time  delivery  of the Files  referenced  above.  Phase 2
                    Solutions  and AWS will  mutually  negotiate a date and time
                    for the  delivery of any file(s) not provided as a result of
                    system unavailability as described herein.

               11.  Phase 2 Solutions and its contractors will keep confidential
                    and   private   the   content   of  AWS  and  AWS   Customer
                    communications  and records.  AWS' policy of confidentiality
                    extends to the  identity of the parties,  the  communication
                    between the parties,  and to the fact that the communication
                    took  place.  Phase  2  Solutions'  TSRs,  supervisors,  and
                    account  managers  will keep  confidential  all  information
                    received and


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                    reviewed while handling communications with AWS and AWS'
                    Customers.

               12.  Phase  2  Solutions   will  perform   Inbound  and  Outbound
                    Telemarketing  Services as  specified in the  Agreement  and
                    SOW,  unless  modified by state or federal  regulations,  in
                    which case Phase 2 Solutions agrees to comply with all state
                    or federal regulations in contacting Customers.

               13.  Phase2 Solutions will review and comply with all current and
                    applicable   Telephone   Consumer   Protection    Act/Direct
                    Marketing Association ("TCPNDMA") compliance standards.

               14.  Phase  2  Solutions  warrants  that it will  not  block  the
                    telephone number from a caller  identification  service when
                    using that number for telemarketing purposes on AWS' behalf.

               15.  Phase  2  Solutions  is  familiar   with,   understand   the
                    requirements of, and will comply with all AWS guidelines and
                    all  federal  and  individual  state  regulations  governing
                    telemarketing  practices  in  all  states  wherein  Phase  2
                    Solutions performs its Telemarketing  Services for AWS. This
                    includes,  but is not  limited  to,  the  Telemarketing  and
                    Consumer Fraud and Abuse Prevention Act, 15 U.S.C.  Sections
                    6101-6108,  and the  federal  Trade  Commission  regulations
                    issued thereunder at 16 C.F.R. Section 310.1. AWS will match
                    all Finder Files against its internal  Do-Not-Call  list and
                    remove all records  that match that list.  Phase 2 Solutions
                    will  indemnify and hold harmless AWS for any  violations by
                    Phase 2 Solutions  of  applicable  AWS  guidelines,  federal
                    regulations,  or individual state  regulations per Section 9
                    of the Agreement.

               16.  Phase 2 Solutions  will provide  each AWS  Campaign  Contact
                    with access to on-line  performance  reports as specified in
                    Appendix D attached hereto.

               17.  Phase 2 Solutions  will provide  formal reports as specified
                    by AWS in the  Campaign  Delivery  Packages and will provide
                    the reports according to the following schedule:

<TABLE>
<CAPTION>
Report to AT&T Wireless Campaign Contact          Frequency
-------------------------------------------------------------------
<S>                                        <C>
Performance Measurements - Includes        ***, at *** Pacific Time
***, and ***
-------------------------------------------------------------------
</TABLE>

               18.  Within five (5)  business  days  following  the close of any
                    program or Campaign,  the Phase 2 Solutions  Account  Manger
                    will participate  with the authorized AWS  representative(s)
                    in a Campaign  Wrap-up  Meeting.  The agenda of this meeting
                    includes, but is not limited to:


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                         a)   Phase 2 Solutions will provide a detailed  summary
                              of all Performance Measurements for the program or
                              Campaign;
                                   (1)  Day-of-week distribution
                                   (2)  Time-of-day distribution
                         b)   Phase 2 Solutions will provide a detailed  summary
                              of  all  costs  associated  with  the  program  or
                              Campaign, and
                         c)   Phase 2 Solutions will provide a detailed  summary
                              of  Lessons   Learned  from  program  or  Campaign
                              execution
                                   (1)  Effectiveness of the following:
                                             (a)  Script
                                             (b)  AWS provided materials
                                   (2)  Quality Monitoring
                                   (3)  Training

     L.   Systems
          -------

               1.   Compatibility

                         a)   Phase 2 Solutions  shall  implement  the necessary
                              technology infrastructure (at its own expense), to
                              support  the  completion  of the  Services  and/or
                              creation of the Deliverables  defined in this SOW.
                              Such  infrastructure  will at all  times  be,  and
                              maintain compatibility with AWS' systems.
                         b)   Phase 2 Solutions  will use *** and *** to *** ***
                              to another ***. This includes *** on a *** the ***
                              the ***, and then *** the telephone call.

               2.   AWS Responsibilities

                         a)   AWS shall provide Phase 2 Solutions with access to
                              the  necessary  transactional  systems.  AWS  will
                              specify the point-of-integration  within AWS' data
                              center.
                         b)   AWS shall provide the toll-free  telephone numbers
                              required for each program,  Campaign, or AWS point
                              of contact.
                         c)   AWS shall provide  "top-of-queue"  queuing for ***
                              telephone calls to other AWS call centers.

               3.   Phase 2 Solutions Responsibilities

                         a)   In  accordance  with the  Agreement  and this SOW,
                              Phase 2 Solutions will provision and maintain data
                              network   connectivity   between   the   Phase   2
                              Solutions' locations and the AWS network.
                         b)   Phase 2 Solutions shall provide the Local Exchange
                              Carrier   ("LEC")   trunk   lines   into  Phase  2
                              Solutions' locations.


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III. TRAINING

AWS may, from time to time, request that Phase 2 Solutions' Training Manager, or
other  training  resource,  attend  specific  training at an AWS  location.  The
product of such training will be included in  subsequent  materials  provided to
Phase 2 Solutions' trainees.

     A.   Initial Training
          ----------------

     Phase 2 Solutions agrees to train Phase 2 Solutions's  current personnel on
     AWS specific systems and applications,  and provide the initial training of
     new Phase 2 Solutions personnel for each AWS program or Campaign.

          1.   AWS Responsibilities

                    a)   AWS shall  provide  a  Training  Contact  to act as the
                         single   point-of-contact   for  Phase  2   Solutions's
                         Training Manager.
                    b)   The AWS  Training  Contact  will  work with the Phase 2
                         Solutions  Training Manager to create the written test,
                         certification  test,  and program or  Campaign-specific
                         requirements.
                    c)   In  support  of the  initial  implementation,  AWS will
                         provide an  electronic  copy of training  materials  to
                         Phase 2  Solutions a minimum of fifteen  (15)  business
                         days   prior  to  the   beginning   of   training   for
                         incorporation  into the  Phase 2  Solutions's  training
                         modules and on-line knowledge management system.

          2.   Phase 2 Solutions Responsibilities

                    a)   Phase 2 Solutions  shall train its personnel at Phase 2
                         Solutions's facilities.
                    b)   Phase 2 Solutions shall provide  hardcopy  materials as
                         required for individual classes.
                    c)   The training classes will include,  but are not limited
                         to, the following AWS approved materials:
                              (1)  *** specific to AWS
                              (2)  *** on the *** or ***
                              (3)  *** training
                              (4)  *** training
                              (5)  ***
                              (6)  *** test
                              (7)  *** by Phase 2 Solutions's *** (*** test)
                              (8)  *** of test
                              (9)  *** and *** session


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<PAGE>
[AT&T Wireless Logo]

                    d)   Prior to allowing Phase 2 Solutions *** to *** the ***,
                         Phase 2 Solutions will *** their *** to *** the *** and
                         *** of *** and *** as  outlined  in the *** by  Phase 2
                         Solutions and *** by AWS.
                    e)   After  at  least  ***  business  day of  ***,  Phase  2
                         Solutions  will  ***  each *** to *** test and *** test
                         with *** as defined in the Campaign Delivery Package.
                    f)   Phase 2 Solutions's  TSRs will also take and pass, with
                         a minimum  score as  defined in the  Campaign  Delivery
                         Package,   an  oral   Certification   test   of   their
                         presentation  skills and  comprehension of AWS' Product
                         and Service benefits and features.
                    g)   Once  ***,  Phase  2  Solutions  *** the *** on the ***
                         before  *** any  *** or ***  for  ***.  This  ***  will
                         include  *** and the *** to ***  while  still *** a ***
                         with the ***.
                    h)   Provide *** for any *** on *** who is *** to ***. Phase
                         2 Solutions will not *** for such ***.

     B.   New Program or Campaign Training
          --------------------------------

     For  training  required by changes to programs or new  Campaigns,  AWS will
     make  every  effort  to  have  the  required  information   documented  and
     communicated  to Phase 2  Solutions  five (5)  business  days  prior to the
     program or Campaign start date.

          1.   AWS Responsibilities

          The AWS Training Contact will provide  relevant and specific  training
          materials in electronic form.

          2.   Phase 2 Solutions Responsibilities

          Same as under Section III.A.2

IV.  SALES  ORDERS,  VALIDATION,  DIGITAL  RECORDING,  STORAGE,  RETRIEVAL,  AND
     ACCEPTANCE

     A.   Phase 2  Solutions  will ***  every *** and *** the *** for a *** year
          period from the *** of the *** or ***. If a *** for the ***, a Phase 2
          Solutions  *** must *** the *** and *** or the *** must *** to the ***
          and


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[AT&T Wireless Logo]

          *** the *** and *** a *** to *** the ***.  In all ***  must ***  their
          *** on the ***.  AWS may *** and *** as *** as ***.  Phase 2 Solutions
          will *** and *** the *** using  any of the  following  ***,  or *** of
          ***.  Phase 2  Solutions  will *** to ***  within *** hours of *** for
          ***.

     B.   Phase 2 Solutions  will ***% of the *** prior to the *** day following
          the *** to *** that a ***. Should a *** exceed ***%; Phase 2 Solutions
          will ***,  at its ***,  an ***% of that *** sales  until the *** below
          ***%.  Should AWS want more than ***% ***;  Phase 2 Solutions will ***
          the *** as defined in Appendix A "Charges" attached hereto.

     C.   Phase 2 Solutions  will randomly  audit sales orders for  completeness
          and accuracy prior to transmission to AWS. Phase 2 Solutions will call
          back for  verification  prior to shipment  those  Customers whos sales
          orders are incorrect or are deemed  questionable  as to the Customer's
          understanding.

     D.   Phase 2 Solutions will provide, on a daily basis,  written feedback to
          supervisors describing any discrepancies on the part of the TSR during
          recording.  Supervisors will discuss such  discrepancies  with the TSR
          within twenty-four (24) hours from occurrence, and both the supervisor
          and TSR will  sign off on the  discrepancy  sheet to  verify  that the
          discussion  took place.  Phase 2 Solutions  will take remedial  action
          with any TSR who shows discrepancies  within twenty-four (24) hours of
          the  discussion,  and such  remedial  action will result in  immediate
          correction of the discrepancies identified.

     E.   Phase 2 Solutions shall use the AWS on-line data entry functions to
          process Customer purchases of Products and/or Services.

V.   QUALITY ASSURANCE, CUSTOMER COMPLAINTS, AND MONITORING

     A.   Quality Assurance
          -----------------

               1.   During  the  term of the  Agreement  and this  SOW,  Phase 2
                    Solutions will assure quality in the Telemarketing  Services
                    provided, as mutually agreed to by AWS and Phase 2 Solutions
                    in the performance of Phase 2 Solutions's  obligations under
                    this SOW.

               2.   Phase 2 Solutions  will conduct  weekly  meetings with focus
                    groups,  including  TSRs,  supervisors,  Phase 2 Solutions's
                    Quality Assurance  Department,  Phase 2 Solutions's Training
                    Department, and the Account


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<PAGE>
[AT&T Wireless Logo]

                    Manager to obtain detailed feedback and  recommendations  on
                    the  current AWS  Telemarketing  program or  Campaign.  Such
                    suggestions  may  include,  but are not  limited to: *** and
                    ***, and *** of the ***.  The Phase 2 Solutions  *** and any
                    *** into a *** and *** to the ***.

     B.   Customer Complaints
          -------------------

               1.   Phase 2 Solutions will resolve Customer complaints according
                    to AWS  policies and report the  resolution  to AWS' Quality
                    Assurance  Contact  within***  hours  from  the  date of the
                    complaint.

               2.   Upon AWS' request,  Phase 2 Solutions  will provide a *** to
                    obtain  *** on *** such as *** or ***.  Appendix  A attached
                    hereto details the charges for this service.

     C.   Monitoring
          ----------

               1.   Phase 2 Solutions will use its Quality Assurance  Department
                    to insure TSR quality standards.  Phase 2 Solutions will use
                    personnel  acting  as  "Telephone  Monitors,"  who  have the
                    responsibility  of  ascertaining  that all  TSRs  accurately
                    represent program or Campaign  presentations.  Additionally,
                    the Telephone  Monitors will ensure that all TSRs  represent
                    all AWS  Product  and  Service  information  with  accuracy,
                    professionalism,  courtesy,  and concern,  and that each TSR
                    establishes  a level of  interest,  comfort,  and trust with
                    each Customer  contact.  Phase 2 Solutions  will monitor the
                    production  and  quality of *** a minimum  of ***  telephone
                    calls *** week for *** performing in excess of ***% of their
                    *** or *** times per *** for *** with a quality  score below
                    ***%. The Telephone Monitor will complete the *** documented
                    in Appendix F ("Quality  Monitoring  Form")  attached hereto
                    that *** the *** on the ***.  Phase 2 Solutions  will *** of
                    the *** in the *** and give a *** of the *** to the ***.  In
                    the event the TSR fails the monitoring  session with a score
                    of less than *** percent (***%),  the Telephone Monitor will
                    talk to the TSR and explain *** they *** and *** they *** to
                    *** to ***. The TSR will be *** to *** the ***.

               2.   Phase 2 Solutions  will provide a *** to enable *** to call,
                    from any location, and *** in *** to the *** on *** or


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[AT&T Wireless Logo]

                    Campaigns.  Phase 2 Solutions will not inform agents or team
                    leads *** of ***.

               3.   Phase 2 Solutions will provide *** with *** and *** at least
                    *** week prior to the *** date of each *** or ***.

               4.   Phase 2 Solutions will  designate a Telephone  Monitor to be
                    present and who will be  prepared  to conduct all  scheduled
                    monitoring  sessions.  All  monitoring  sessions  will begin
                    promptly at the scheduled times.

VI.  REFERRALS TO AWS

Phase 2 Solutions may receive  Customer  requests for repairs or for merchandise
and labors that AWS has not authorized Phase 2 Solutions to sell or support.

     A.   AWS Responsibilities
          --------------------

     AWS will furnish  Phase 2 Solutions  with  detailed  and  specific  written
     instructions concerning how TSRs must manage these requests.

     B.   Phase 2 Solutions Responsibilities
          ----------------------------------

     Phase 2 Solutions  will refer all such requests to AWS and will provide AWS
     with the following information on the day in which such requests arise:

          1.   Customer's name
          2.   Customer's address
          3.   Customer's wireless telephone number
          4.   A specific description of the matter

          Strict  adherence  to  AWS'  instructions  regarding  referrals  is  a
          material term of the Agreement and this SOW.

VII. PREMISE VISITS

In  accordance  with  the  Agreement,  AWS  may  visit  any  Phase  2  Solutions
telemarketing  location.  AWS will  select the visit dates and Phase 2 Solutions
locations  at random,  and AWS is not  required to notify  Phase 2 Solutions  in
advance of such premise visits. In addition to activities permitted in this SOW,
Phase 2 Solutions  allows AWS to observe the  performance  of any TSRs providing
Telemarketing   Services   covered  by  this  SOW  and  to  interview  the  TSRs
representing AWS' products and services.

VIII. *** OF ***


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[AT&T Wireless Logo]

AWS has the right to request  that Phase 2 Solutions  *** any *** from *** in an
*** or *** for ***. AWS' *** may *** this *** by *** Phase 2 Solutions's  *** in
*** to *** a *** from its *** or ***.  Thereafter,  Phase 2  Solutions  will ***
such *** within *** hours of *** of ***.

IX. TELEMARKETING "DO NOT CALL FILE"

According to the Telephone Consumer Protection Act, Phase 2 Solutions will enter
the  information  of Customers  who do not want to be contacted by telephone for
the purpose of selling AWS'  Products and Services  into a "Do Not Call File" or
"Do Not Call or Write File." Phase 2 Solutions will enter this  information into
AWS' database at the time of Customer  contact,  and will not attempt to contact
such Customers thereafter.

X. RECORDKEEPING

Phase 2  Solutions  will keep for a period of  twenty-four  (24) months from the
date the record is produced, the following records relating to its activities:

     A.   The name,  any  fictitious  name used, the last known home address and
          telephone  number,  and the job  title(s)  for all  current and former
          employees directly involved in providing the Services.

     B.   All verifiable authorizations required by the federal Trade Commission
          rules regarding telemarketing activities.

XI. MULTIPLE VENDORS

AWS may elect to have more than one supplier provide the Services.  In the event
that AWS awards Services to multiple supplier  organizations,  Phase 2 Solutions
will work  cooperatively  so that there is consistency in providing  Services to
AWS.

XII. BILLING DETAIL

The  Agreement  defines the process in which Phase 2 Solutions  will  provide an
Invoice  to AWS.  In  addition,  Phase  2  Solutions  will  provide  program  or
Campaign-level electronic billing detail to the AWS Invoice Contact and Campaign
Contacts according to the following schedule:

<TABLE>
<CAPTION>
      Report                             When                                         What
---------------------------------------------------------------------------------------------------------
<S>                  <C>                                            <C>
*** Billing Detail   *** of the*** at *** Pacific Time              ***, and *** for the
---------------------------------------------------------------------------------------------------------
*** Invoice --       The *** of *** the *** at ***                  *** or ***
---------------------------------------------------------------------------------------------------------
</TABLE>


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<PAGE>

[AT&T Wireless Logo]

<TABLE>
<S>                  <C>                                            <C>
Number 1             Pacific Time
---------------------------------------------------------------------------------------------------------
*** Billing Detail   The *** of *** the *** at *** Pacific Time     *** and *** or *** since the ***
- Number 1
---------------------------------------------------------------------------------------------------------
*** Invoice -        *** of the *** at *** Pacific Time             *** with *** or ***
Number 2
---------------------------------------------------------------------------------------------------------
*** Billing Detail   *** of the *** at *** Pacific Time             *** and *** by *** since the ***
- Number 2
---------------------------------------------------------------------------------------------------------
*** Billing Detail   *** of the *** at *** Pacific Time             *** and *** by *** or *** for the ***
- Summary
---------------------------------------------------------------------------------------------------------
*** Billing Detail   *** after the *** of a *** or *** at the ***   ***and *** by *** or *** for the ***
                     *** Section II.L.18
---------------------------------------------------------------------------------------------------------
</TABLE>

XIII. AT&T WIRELESS and PHASE 2 SOLUTIONS CONTACTS

The AWS and Phase 2 Solutions Contacts are documented in Appendix G ("Contacts")
attached hereto.

XIV. REMEDIES for NON-PERFORMANCE

The following  remedies for  non-performance  apply on a per Campaign or program
basis  and AWS and  Phase 2  Solutions  will  measure  the  Service  Level  on a
bi-weekly basis.

<TABLE>
<CAPTION>
Service Level Matrix   Goal        Penalty            Penalty            Penalty
                               1st Consecutive    2nd Consecutive    3rd Consecutive
                              Reporting Period   Reporting Period   Reporting Period
------------------------------------------------------------------------------------
<S>                    <C>    <C>                <C>                <C>
Blocked Calls           ***%
----------------------------
Actual                 >***%        ***%               ***%               ***%
                       >***%        ***%               ***%               ***%
                       >***%        ***%               ***%               ***%
----------------------------
Abandoned Calls         ***%
----------------------------

Actual                 >***%        ***%               ***%               ***%
                       >***%        ***%               ***%               ***%
                       >***%        ***%               ***%               ***%
</TABLE>


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<PAGE>

[AT&T Wireless Logo]

<TABLE>
<S>                    <C>    <C>                <C>                <C>
----------------------------
***
Report                  ***%
----------------------------
(*** go into *** after ***. ***is due *** Pacific Time the ***)
Actual                 <***%        ***%               ***%               ***%
                       <***%        ***%               ***%               ***%
                       <***%        ***%               ***%               ***%

----------------------------
***
Score                   ***%
----------------------------
(*** will *** according to the *** of the *** herein)
Actual                 <***%        ***%               ***%               ***%
                        ***%        ***%               ***%               ***%
                        ***%        ***%               ***%               ***%

----------------------------
***                     ***%
----------------------------

Actual                  ***%        ***%               ***%               ***%
                        ***%        ***%               ***%               ***%
                        ***%        ***%               ***%               ***%

--------------------------------------------------------------------------------
Total *** of ***                    ***%               ***%               ***%
--------------------------------------------------------------------------------
</TABLE>

XV. ADDITIONAL TERMS AND CONDITIONS

     A.   Appendix B  (attached  hereto as "Change  Management")  documents  the
          Change Management Form used to request changes to the scope of service
          required  under this SOW.  Each party must sign the Change  Management
          Form in writing  prior to it becoming a valid  contract  document that
          amends this SOW.  This SOW and the  Agreement  complement  each other;
          however,  in the  event of an  irreconcilable  conflict  in the  terms
          between the documents, the provisions of this SOW will have precedence
          over the terms of the Agreement.

     B.   The  authorized   representatives  sign  below  for  their  respective
          organizations.


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[AT&T Wireless Logo]

The Agreement,  this SOW and the Appendix(es) incorporated herein constitute the
entire agreement between the parties  concerning the subject matter hereof,  and
may not be amended except in a writing signed by both parties.

AWS as agent for AT&T Wireless          Phase 2 Solutions, Inc.
Services, Inc.


-------------------------------------   ----------------------------------------
Authorized Signature                    Authorized Signature

-------------------------------------   ----------------------------------------
Printed Name                            Printed Name

-------------------------------------   ----------------------------------------
Title                                   Title

-------------------------------------   ----------------------------------------
Date                                    Date


4/13/2004       AT&T Wireless and Phase 2 Solutions Confidential   Page 22 of 52
<PAGE>

[AT&T Wireless Logo]

Appendix A: CHarges

Click on the imbedded Excel spread sheet to expand the Phase 2 Solutions pricing
for AT&T Wireless:

                                  AT&T Wireless
                                 Start Up & Fees
                                     Pricing

<TABLE>
<S>                                                                             <C>      <C>   <C>
---------------------------------------------------------------------------------------------------
Pricing seen in the following Work sheets for Voice, IVR, Data Entry include:   Cost $
---------------------------------------------------------------------------------------------------
   PROJECT MANAGEMENT                                                              $      _
   LEAD MANAGEMENT                                                                 $      _
   MATERIALS                                                                       $      _
   REP. IMPROVEMENT TRAINING                                                       $      _
   ONLINE REPORTING                                                                $      _
   TELECOM. (ONGOING & SET UP)                                                     $      _

---------------------------------------------------------------------------------------------------
ADDITIONAL FOES FOR VOICE, IVR, DATA ENTRY INCLUDE:                             COST $
---------------------------------------------------------------------------------------------------
   *** TRAINING                                                                    $     ***   PER ***
   ATTRITION TRAINING                                                              $     ***   NOT TO EXCEED ***%
   BRC / OCR SET UP                                                                $     ***   PER ***
   BRC POSTAGE                                                                     $     ***   EQUAL TO ***
   TECHNICAL FACILITATION                                                          $     ***   PER ***
   TRAVEL EXPENSE (IF REQUIRED BY AT&T WIRELESS I.E. TRAINING, TECH.
      FACIL. TRAVEL)                                                               $     ***   ***
   HOURLY FEE (FOR NON-SALES CAMPAIGNS)                                            $     ***   PER ***
   HOURLY FEE (TO HOLD REPS BETWEEN CAMPAIGNS)                                     $     ***   PER ***
</TABLE>

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

<PAGE>

[AT&T Wireless Logo]

                                   Appendix B

                         Campaign Change Management Form

[AT&T Wireless Logo]

Campaign Name:
Campaign Manager:
Reason for Request:

<TABLE>
<CAPTION>
-----------------------
Proposed Change   (Y/N)
-----------------------
<S>               <C>
-----------------------
Cost
-----------------------
Schedule
-----------------------
Scope
-----------------------
</TABLE>

Description of Proposed Change:  (A description of the change being proposed and
the rationale for the change).

Associated  Campaign Delivery Package / Change Requests:  (The Campaign Delivery
Package and Change Requests contained within this project).

Schedule:

<TABLE>
<CAPTION>
---------------------------------------
             Approved Dates   New Dates
---------------------------------------
<S>          <C>              <C>
---------------------------------------
Start Date
---------------------------------------
End Date
---------------------------------------
</TABLE>

Project Labor:

(Estimate of effort, in person days,  required by each organization to implement
the change)

Change Costs:

<TABLE>
<CAPTION>
-------------------------------------------------------------
                                          Approved      New
                                           Budget    Estimate
-------------------------------------------------------------
<S>                                       <C>        <C>
-------------------------------------------------------------
Total Labor Costs (from above)             $          $
-------------------------------------------------------------
Non-Labor Costs:                           $
-------------------------------------------------------------
Hardware                                   $          $
-------------------------------------------------------------
Software                                   $          $
-------------------------------------------------------------
Professional Services / Vendor Payments    $          $
-------------------------------------------------------------
Change Cost Total                          $          $
-------------------------------------------------------------
</TABLE>


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<PAGE>

[AT&T Wireless Logo]

[Intentionally left blank]


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<PAGE>

[AT&T Wireless Logo]

Accepted:                               Phase 2 Solutions, Inc

AT&T Wireless Services Inc


By:                                     By: /s/ Larry Willett
    ---------------------------------       ------------------------------------
Time:                                   Time: President
      -------------------------------         ----------------------------------
Date:                                   Date: 4/14/2004
      -------------------------------         ----------------------------------


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<PAGE>

[AT&T Wireless Logo]

Appendix C: Formats

Finder File - CMT Lead File Format, Version 3 5/19/03

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
   Wisdem Name               Description               Example        Sql Data Type      Required Data
--------------------------------------------------------------------------------------------------------
<S>                 <C>                            <C>               <C>              <C>
SID                 Customer sid                   823               Decimal (16,0)   Required
--------------------------------------------------------------------------------------------------------
Svc                 Wireless Phone Number          8015501111        Decimal (16,0)   Required
--------------------------------------------------------------------------------------------------------
Svc_key             Service's unique ID for        756801            Decimal (16,0)   Required
                    WISDEM
--------------------------------------------------------------------------------------------------------
Acct                Wireless Account Number        7100901457        Decimal (10,0)   Required
--------------------------------------------------------------------------------------------------------
Name                Full Name of individual        Joe Customer      Varchar (30)     Required
                    customer or user
--------------------------------------------------------------------------------------------------------
Attn_line_1         Attention Line 1               C/O AT&T          Varchar (30)     Optional
--------------------------------------------------------------------------------------------------------
Attn_line_2         Attention Line 2               Ste 200           Varchar (30)     Optional
--------------------------------------------------------------------------------------------------------
Street              Street Address                 222 Riverboat     Varchar (30)     Required
--------------------------------------------------------------------------------------------------------
City                City                           Plain City        Varchar (30)     Required
--------------------------------------------------------------------------------------------------------
State               State Code                     UT                Varchar (2)      Required
--------------------------------------------------------------------------------------------------------
Zip                 Zip                            84020             Varchar (9)      Required
--------------------------------------------------------------------------------------------------------
SS_last_4           Last 4 numbers of SS           1234              Varchar (4)      Required
--------------------------------------------------------------------------------------------------------
Home_phone          Home telephone #               8012665875        Varchar (10)     Required
--------------------------------------------------------------------------------------------------------
Work_phone          Work telephone #               8013135555        Varchar (10      Required
--------------------------------------------------------------------------------------------------------
Mkt_desc            Market description             Salt Lake City    Varchar (40)     Required
--------------------------------------------------------------------------------------------------------
District_desc       District Description           DIST Utah         Varchar (40)     Required
--------------------------------------------------------------------------------------------------------
3M_avg_rev          Average 3 month revenue        124.99            Decimal(10,2)    Required
--------------------------------------------------------------------------------------------------------
3M_avg_mou          Average 3 month minutes of     1240              Int              Required
                    use
--------------------------------------------------------------------------------------------------------
Current_RP          Current Rate Plan name         DOE $99.99 F175   Varchar (30)     Required
--------------------------------------------------------------------------------------------------------
RP_access           Current monthly access fee     99.99             Decimal (10,2)   Required
--------------------------------------------------------------------------------------------------------
RP_included_mins    Current rate plan included     1000              Int              Required
                    minutes
--------------------------------------------------------------------------------------------------------
Contract_end_date   Depicts the date on which      12/01/03          Date             Required
                    current contract ends
--------------------------------------------------------------------------------------------------------
RP_REC_1            Recommended rate plan name 1                     Varchar (30)     Optional
--------------------------------------------------------------------------------------------------------
RP_REC_2            Recommended rate plan name 2                     Varchar (30)     Optional
--------------------------------------------------------------------------------------------------------
Promo_offer_1       Actual Offer Given to          $50 Service       Varchar (100)    Required
                    Customer - See Cell            Credit
--------------------------------------------------------------------------------------------------------
</TABLE>


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<PAGE>

[AT&T Wireless Logo]

<TABLE>
<S>                 <C>                            <C>               <C>              <C>
--------------------------------------------------------------------------------------------------------
                    Matrix
--------------------------------------------------------------------------------------------------------
Promo_offer_2       Recommended promo or feature                      Varchar (100)        Optional
                    name
--------------------------------------------------------------------------------------------------------
Cell                Test Cell                             A            Varchar (5)    Required - If NULL
                                                                                       must be populated
                                                                                         with a ZERO.
--------------------------------------------------------------------------------------------------------
Subcell             Test SubCell - Sub offer              1            Varchar (5)    Required - If NULL
                    rolling up under main Test                                         must be populated
                    Cell                                                                 with a ZERO.
--------------------------------------------------------------------------------------------------------
Extract_date        Date campaign data was            03/10/03            date             Required
                    extracted from WISDEM
--------------------------------------------------------------------------------------------------------
LTV Score           LTV Score -                         1500               Int        Required - If NULL
                    Amt_Monthly_Margin                                                 or not available
                                                                                       must be populated
                                                                                         with a ZERO.
--------------------------------------------------------------------------------------------------------
LTV Value           LTV Score Value -                    VH           Varchar (10)    Required - if NULL
                    Amt_Potential_Margin                                               or not available
                                                                                       must be populated
                                                                                           with "NA"
--------------------------------------------------------------------------------------------------------
Data Rate Plan      Current Data Rate Plan name     AT&T Wireless     Varchar (40)         Optional
                                                   Mobile Internet
--------------------------------------------------------------------------------------------------------
3M_avg_data         3-month average data usage          39.99        Decimal (10,2)        Optional
--------------------------------------------------------------------------------------------------------
Data Offer 1        Recommended Data Offer 1       One Month Free     Varchar (50)         Optional
--------------------------------------------------------------------------------------------------------
Data Offer 2        Recommended Data Offer 2       Two Months Free    Varchar (50)         Optional
--------------------------------------------------------------------------------------------------------
GSM Customer Flag   Flag indicating that the              Y            Varchar (2)       Populate - N
                    current customer is a GSM
                    customer
--------------------------------------------------------------------------------------------------------
Macro Segment       Macro Segment                  Small Business     Varchar (20)         Populate
--------------------------------------------------------------------------------------------------------
</TABLE>

Responder File

Phase 2 Solutions warrants that the responder data shall follow the specified
format. Errors result from improperly formatted data which condition is
unacceptable to AWS. The file format shall be tab-delimited between fields and
CR/LF between records.


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<PAGE>

[AT&T Wireless Logo]

Comma separated files (CSV) can be used only if embedded commas are removed.
Commas, even within quoted text, are unacceptable. To prevent problems with
commas, Phase 2 Solutions will use an alternate delimiter such as a semicolon or
tilde.

<TABLE>
<CAPTION>
---------------------------------------------------------------------
COLUMN NAME                     DATA TYPE           REQUIRED/OPTIONAL
---------------------------------------------------------------------
<S>                     <C>                         <C>
User ID                 varchar(50) e.g. BRC, IVR            Required
---------------------------------------------------------------------
Date                         date(yyyy/mm/dd)                Required
---------------------------------------------------------------------
Time                          time(hh:mm:ss)                 Required
---------------------------------------------------------------------
Campaign Contact Type          varchar(20)                   Required
---------------------------------------------------------------------
Disposition                     varchar(5)                   Required
---------------------------------------------------------------------
Reason                         varchar(75)                   Optional
---------------------------------------------------------------------
Offer Support Code             varchar(20)                   Optional
---------------------------------------------------------------------
Svc Key                       decimal(16,0)                  Required
---------------------------------------------------------------------
</TABLE>


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<PAGE>

[AT&T Wireless Logo]

Appendix D: Performance Measurement and Reporting

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                  Real-time
       Measure                Definition                Measurement            Objective           Measure            Historic
------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                       <C>                        <C>                <C>              <C>
Offered Calls          Measures the number       Inbound: (Offered Calls    ***                For each         For each Campaign,
                       of originating            - Test Calls)                                 Campaign         report by
                       telephone calls                                                                          half-hour
                       offered to the IVR                                                                       increment for
                       and the ACD.                                                                             previous day with
                                                                                                                summaries by week,
                                                                                                                month, quarter,
                                                                                                                and year
------------------------------------------------------------------------------------------------------------------------------------
Service Availability   Measures the              Inbound: All Trunks        *** -              Alert on event   For each Campaign,
                       availability of           Busy                       ***                                 report by
                       supporting systems.       Outbound: All Trunks       *** -                               half-hour
                                                 Busy                       *** calls                           increment for
                                                 Computer system - Time     *** - ***% ***(1)                   previous day with
                                                 system available for use                                       summaries by week,
                                                                                                                month, quarter,
                                                                                                                and year Service
                                                                                                                Availability for
                                                                                                                Computer system is
                                                                                                                measured over a
                                                                                                                one (1) month
                                                                                                                period.
------------------------------------------------------------------------------------------------------------------------------------
Abandoned Calls,       Measures the number       Inbound: Abandoned         ***                For each         For each Campaign,
Immediately            of Customers who hang     Calls, Immediately                            Campaign         report by
                       up before queuing.                                                                       half-hour
                                                                                                                increment for
                                                                                                                previous day with
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

----------
(1)  AT&T Wireless computer systems are the responsibility of AT&T Wireless.
     Phase 2 Solutions computer systems are the responsibility of Phase 2
     Solutions.


4/13/2004       AT&T Wireless and Phase 2 Solutions Confidential    Page 7 of 52

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

<PAGE>

[AT&T Wireless Logo]

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                  Real-time
       Measure                Definition                Measurement            Objective           Measure            Historic
------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                       <C>                        <C>                <C>              <C>
                                                                                                                summaries by week,
                                                                                                                month, quarter,
                                                                                                                and year
------------------------------------------------------------------------------------------------------------------------------------
IVR "Opt-out" Point    A peg-count measure       Inbound:                   ***                None             For each Campaign,
                       of the point the in       Welcome                                                        report by counter
                       IVR script where the      Enter MIN                                                      by day
                       Customer "opts-out"       Enter SSN
                       or hangs-up.              Offer Selection
                                                 Offer Confirmation
------------------------------------------------------------------------------------------------------------------------------------
IVR "Opt-out"          Measures the number       Inbound:                   ***                For each         For each Campaign,
Percentage             of Customers who do       (IVR Calls that                               Campaign         report by
                       not complete their        "opt-out" of IVR/IVR                                           half-hour
                       IVR transaction.          Calls)* (100)                                                  increment for
                                                                                                                previous day with
                                                                                                                summaries by week,
                                                                                                                month, quarter and
                                                                                                                year
------------------------------------------------------------------------------------------------------------------------------------
Already Accepted       Measures the number       Inbound:                   ***                For each         For each Campaign,
                       of Customers who call     Already Accepted                              Campaign         report by
                       but who have already                                                                     half-hour
                       accepted their offer.                                                                    increment for
                                                                                                                previous day with
                                                                                                                summaries by week,
                                                                                                                month, quarter and
                                                                                                                year
------------------------------------------------------------------------------------------------------------------------------------
IVR Completions        Measures the number       Inbound: IVR Completions   ***                For each         For each Campaign,
                       of Customers who use                                                    Campaign         report by
                       the IVR to accept                                                                        half-hour
                       their offer.                                                                             increment for
                                                                                                                previous day with
                                                                                                                summaries by
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


4/13/2004       AT&T Wireless and Phase 2 Solutions Confidential    Page 8 of 52

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

<PAGE>

[AT&T Wireless Logo]

<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                       <C>                        <C>                <C>              <C>
                                                                                                                week, month,
                                                                                                                quarter and year
------------------------------------------------------------------------------------------------------------------------------------
Transfer to Agent      Measures the number of    Inbound:                   ***                For each         For each Campaign,
(Received Calls)       telephone calls           IVR Transfers to TSR                          Campaign         report by
                       transferred from the                                                                     half-hour
                       IVR.                                                                                     increment for
                                                                                                                previous day with
                                                                                                                summaries by week,
                                                                                                                month, quarter,
                                                                                                                and year
------------------------------------------------------------------------------------------------------------------------------------
After Hours Message    Measures the number of    Inbound:                   ***                For each         For each Campaign,
                       Customers who hear the    After Hours Message                           Campaign         report by
                       After Hours Message.                                                                     half-hour
                                                                                                                increment for
                                                                                                                previous day with
                                                                                                                summaries by week,
                                                                                                                month, quarter,
                                                                                                                and year
------------------------------------------------------------------------------------------------------------------------------------
Answered Immediately   Measures the number of    Inbound:                   ***                For each         For each Campaign,
                       Customers calls           Handled Calls,                                Campaign         report by
                       immediately answered      Immediately                                                    half-hour
                       by TSRs.                                                                                 increment for
                                                                                                                previous day with
                                                                                                                summaries by week,
                                                                                                                month, quarter,
                                                                                                                and year
------------------------------------------------------------------------------------------------------------------------------------
Abandoned Calls        Measures the number of    Inbound:                   ***                For each         For each Campaign,
                       Customers who hang up     Abandoned Calls, After                        Campaign         report by
                       while in queue.           Queuing                                                        half-hour
                                                                                                                increment for
                                                                                                                previous day with
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


4/13/2004       AT&T Wireless and Phase 2 Solutions Confidential    Page 9 of 52

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

<PAGE>

[AT&T Wireless Logo]

<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                       <C>                        <C>                <C>              <C>
                                                                                                                summaries by week,
                                                                                                                month, quarter,
                                                                                                                and year
------------------------------------------------------------------------------------------------------------------------------------
Abandoned Call         Measures the              Inbound:                   ***%               For each         For each Campaign,
Percentage             percentage of callers     (Abandoned Calls, After                       Campaign         report by
                       who abandon.              Queuing/                                                       half-hour
                                                 Received Calls)* (100)                                         increment for
                                                                                                                previous day with
                                                                                                                summaries by week,
                                                                                                                month, quarter,
                                                                                                                and year
------------------------------------------------------------------------------------------------------------------------------------
Average Time to        Measures at what point    Inbound: (Queue Time       ***                For each         For each Campaign,
Abandon                in time, on average,      Before Abandoning)/                           Campaign         report by
                       that a caller abandons    (Abandoned Interactions,                                       half-hour
                       the queue.                After Queuing)                                                 increment for
                                                                                                                previous day with
                                                                                                                summaries by week,
                                                                                                                month, quarter,
                                                                                                                and year
------------------------------------------------------------------------------------------------------------------------------------
Answered After         Measures the number of    Inbound:                   ***                For each         For each Campaign,
Queuing                Customers calls           Handled Calls, After                          Campaign         report by
                       answered by TSRs after    Queuing                                                        half-hour
                       queuing.                                                                                 increment for
                                                                                                                previous day with
                                                                                                                summaries by week,
                                                                                                                month, quarter,
                                                                                                                and year
------------------------------------------------------------------------------------------------------------------------------------
Average Time in        Measures the average      Inbound: (Queue time/      ***                For each         For each Campaign,
Queue                  time a Customer spends    (Handled Calls, After                         Campaign         report by
                       in queue.                 Queuing)                                                       half-hour
                                                                                                                increment for
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


4/13/2004       AT&T Wireless and Phase 2 Solutions Confidential   Page 10 of 52

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

<PAGE>

[AT&T Wireless Logo]

<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                       <C>                        <C>                <C>              <C>
                                                                                                                previous day with
                                                                                                                summaries by week,
                                                                                                                month, quarter, and
                                                                                                                year
------------------------------------------------------------------------------------------------------------------------------------
Longest Time in        Measures the maximum      Inbound:                   ***                For each         For each Campaign,
Queue                  time a Customer is in     Maximum Delay                                 Campaign         report by half-hour
                       queue.                                                                                   increment for
                                                                                                                previous day with
                                                                                                                summaries by week,
                                                                                                                month, quarter, and
                                                                                                                year
------------------------------------------------------------------------------------------------------------------------------------
Average Speed of       Measures the average      Inbound:                   ***                For each         For each Campaign,
Answer                 time to answer a          (Queue time)/                                 Campaign         report by half-hour
                       telephone call.           (Received Calls)                                               increment for
                                                                                                                previous day with
                                                                                                                summaries by week,
                                                                                                                month, quarter, and
                                                                                                                year
------------------------------------------------------------------------------------------------------------------------------------
Average Talk Time      Measures the average      Inbound:                   ***                For each         For each Campaign,
                       time a Customer spends    (Talk Time + Hold Time)                       Campaign         report by half-hour
                       on hold or talking with   / (Handled Calls, After                                        increment for
                       a TSR.                    Queuing + Handled Calls,                                       previous day with
                                                 Immediately)                                                   summaries by week,
                                                 Outbound:                                                      month, quarter, and
                                                 (Talk Time + Hold Time)                                        year
                                                 / (Right Party Contacts)
------------------------------------------------------------------------------------------------------------------------------------
Average                Measures the average      Inbound:                   ***                For each         For each
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


4/13/2004       AT&T Wireless and Phase 2 Solutions Confidential   Page 11 of 52

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

<PAGE>

[AT&T Wireless Logo]

<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                       <C>                        <C>                <C>              <C>
Handle Time            time TSRs spend           (Queue time + Talk Time                       Campaign         Campaign, report
                       on a telephone            + Hold Time + After Call                                       by half-hour
                       call.                     Work Time) / (Handled                                          increment for
                                                 Calls, After Queuing +                                         previous day with
                                                 Handled Calls,                                                 summaries by
                                                 Immediately) Outbound:                                         week, month,
                                                 (Talk Time + Hold Time)                                        quarter, and year
                                                 / (Right Party Contacts)
------------------------------------------------------------------------------------------------------------------------------------
Conversions            Measures the              Inbound:                   ***                For each         For each
                       number of offer           Conversions                                   Campaign         Campaign, report
                       accepts.                  Outbound:                                                      by half-hour
                                                 Conversions                                                    increment for
                                                                                                                previous day with
                                                                                                                summaries by
                                                                                                                week, month,
                                                                                                                quarter and year
------------------------------------------------------------------------------------------------------------------------------------
Agent Conversion       Measures contacts         Inbound:                   Inbound:           For each         For each
Percentage             that conclude in          (Conversions/ Received     As defined for     Campaign         Campaign, report
                       the acceptance of         Calls)* 100                in each                             by half-hour
                       the offer.                Outbound:                  Campaign the                        increment for
                                                 (Conversions/Right Party   specific                            previous day with
                                                 Contacts)*100              Campaign                            summaries by
                                                                            Delivery                            week, month,
                                                                            Package                             quarter and year
                                                                            Outbound:
                                                                            As defined for
                                                                            each Campaign
                                                                            in the
                                                                            specific
                                                                            Campaign
------------------------------------------------------------------------------------------------------------------------------------
IVR Completion         Measures the              Inbound:                   ***                For each         For each
Percentage             percentage of             (IVR Completions/ IVR                         Campaign         Campaign, report
                       Customers who use         Calls)                                                         by half-hour
                       the IVR to accept                                                                        increment for
                       their
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


4/13/2004       AT&T Wireless and Phase 2 Solutions Confidential   Page 12 of 52

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

[AT&T Wireless Logo]

<TABLE>
<S>                    <C>                       <C>                        <C>                <C>              <C>
------------------------------------------------------------------------------------------------------------------------------------
                       offer.                                                                                   previous day with
                                                                                                                summaries by week,
                                                                                                                month, quarter and
                                                                                                                year
------------------------------------------------------------------------------------------------------------------------------------
TSR Payroll Hours      Measures the hours        Inbound:                   ***                For each         For each Campaign,
                       worked by TSRs.           Inbound TSR Payroll                           Campaign         report by
                                                 Hours                                                          half-hour
                                                 Outbound:                                                      increment for
                                                 Outbound TSR Payroll                                           previous day with
                                                 Hours                                                          summaries by week,
                                                                                                                month, quarter and
                                                                                                                year
------------------------------------------------------------------------------------------------------------------------------------
Dialed Calls           Measures the number of    Outbound:                  ***                For each         For each Campaign,
                       telephone calls dialed    Dialed Calls                                  Campaign         report by
                       for a specific                                                                           half-hour
                       outbound campaign.                                                                       increment for
                                                                                                                previous day with
                                                                                                                summaries by week,
                                                                                                                month, quarter and
                                                                                                                year
------------------------------------------------------------------------------------------------------------------------------------
Non-Transferred        Measures the reasons      Outbound:                  ***                For each         For each Campaign,
Calls                  Dialed Calls are not      Total for                                     Campaign         report by
                       transferred to TSRs.      Non-Transferred Calls                                          half-hour
                                                 with pegs counts for:                                          increment for
                                                 Invalid Signal, FAX                                            previous day with
                                                 Tone, Busy, No Answer,                                         summaries by week,
                                                 Voice Mail Box, or                                             month, quarter and
                                                 Abandoned Call                                                 year
------------------------------------------------------------------------------------------------------------------------------------
Non-Transferred        Measures the              Outbound:                                                      For each Campaign,
Percentage             percentage of Dialed      (Non-Transferred                                               report by
                       Calls for a specific      Calls/Dialed Calls)* 100                                       half-hour
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


4/13/2004       AT&T Wireless and Phase 2 Solutions Confidential   Page 13 of 52

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

<PAGE>

[AT&T Wireless Logo]

<TABLE>
<S>                    <C>                       <C>                        <C>                <C>              <C>
------------------------------------------------------------------------------------------------------------------------------------
                       campaign that are not                                                                    increment for
                       transferred to a TSR.                                                                    previous day with
                                                                                                                summaries by week,
                                                                                                                month, quarter and
                                                                                                                year
------------------------------------------------------------------------------------------------------------------------------------
Wrong Numbers          Measures the number of    Outbound:                  ***                For each         For each Campaign,
                       Dialed Calls that are     Wrong Numbers                                 Campaign         report by
                       to a wrong number.                                                                       half-hour
                                                                                                                increment for
                                                                                                                previous day with
                                                                                                                summaries by week,
                                                                                                                month, quarter and
                                                                                                                year
------------------------------------------------------------------------------------------------------------------------------------
Right Party Contact    Measures the number of    Outbound:                  ***                For each         For each Campaign,
                       Dialed Calls that         Right Party Contact                           Campaign         report by
                       transfer to a TSR that                                                                   half-hour
                       reach the person                                                                         increment for
                       legally able to make a                                                                   previous day with
                       decision.                                                                                summaries by week,
                                                                                                                month, quarter and
                                                                                                                year
------------------------------------------------------------------------------------------------------------------------------------
Right Party Contact    Measures the              Outbound:                  ***                For each         For each Campaign,
Percentage             percentage of Right       (Right Party Contact/                         Campaign         report by
                       Party Contacts to         (Dialed Calls -                                                half-hour
                       Dialed Calls that         Non-Transferred Calls -                                        increment for
                       transfer to a TSR and     Wrong Numbers))* 100                                           previous day with
                       reach to person                                                                          summaries by week,
                       legally able to make a                                                                   month, quarter and
                       decision.                                                                                year
------------------------------------------------------------------------------------------------------------------------------------
Scheduled Call Backs   Measures the number of    Outbound:                  ***                For each         For each Campaign,
                       Dialed Calls to a         Scheduled Call Backs                          Campaign         report
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


4/13/2004       AT&T Wireless and Phase 2 Solutions Confidential   Page 14 of 52

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

<PAGE>

[AT&T Wireless Logo]

<TABLE>
<S>                    <C>                       <C>                        <C>                <C>              <C>
------------------------------------------------------------------------------------------------------------------------------------
                       Right Party Contact                                                                      by half-hour
                       that result in                                                                           increment for
                       scheduling a future                                                                      previous day with
                       call to complete the                                                                     summaries by week,
                       offer.                                                                                   month, quarter,
                                                                                                                and year
------------------------------------------------------------------------------------------------------------------------------------
Completed Offers       Measures the number of    Outbound:                  ***                For each         For each Campaign,
                       Dialed Calls to a         Completed Offers                              Campaign         report by
                       Right Party Contact                                                                      half-hour
                       where the TSR                                                                            increment for
                       completes the offer.                                                                     previous day with
                                                                                                                summaries by week,
                                                                                                                month, quarter,
                                                                                                                and year
------------------------------------------------------------------------------------------------------------------------------------
Completed Offers       Measures the              Outbound:                  ***                For each         For each Campaign,
Percentage             percentage of             (Completed Offers /                           Campaign         report by
                       Completed Offers to a     Right Party Contacts)*                                         half-hour
                       Right Party Contact.      100                                                            increment for
                                                                                                                previous day with
                                                                                                                summaries by week,
                                                                                                                month, quarter,
                                                                                                                and year
------------------------------------------------------------------------------------------------------------------------------------
Contacts Per Hour      Measures the number of    Inbound:                   ***                For each         For each Campaign,
                       contacts each TSR         Received Calls/ Inbound                       Campaign         report by
                       completes per hour.       TSR Payroll Hours                                              half-hour
                                                 Outbound:                                                      increment for
                                                 Right Party Contact/                                           previous day with
                                                 Outbound TSR Payroll                                           summaries by week,
                                                 Hours                                                          month, quarter,
                                                                                                                and year
------------------------------------------------------------------------------------------------------------------------------------
Average                Measures the average      Outbound:                  ***                For each         For each
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


4/13/2004       AT&T Wireless and Phase 2 Solutions Confidential   Page 15 of 52

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

<PAGE>

[AT&T Wireless Logo]

<TABLE>
<S>                    <C>                       <C>                        <C>                <C>              <C>
------------------------------------------------------------------------------------------------------------------------------------
Available Time         time a TSR was ready      (Available Time / Dialed                      Campaign         Campaign, report
                       to accept Calls, but      Calls - Non-Transferred                                        by half-hour
                       was not currently         Calls - Wrong Numbers))                                        increment for
                       involved in Call work                                                                    previous day with
                                                                                                                summaries by week,
                                                                                                                month, quarter,
                                                                                                                and year
------------------------------------------------------------------------------------------------------------------------------------
List Penetration       Measures the              Outbound:                  ***                For each         For each Campaign,
                       completion percentage     (((SIGMA) Dialed Calls)                       Campaign         report by
                       of an outbound call       / ((Start List Size) -                                         half-hour
                       list.                     ((SIGMA) Non-Right Party                                       increment for
                                                 Contact) - ((SIGMA)                                            previous day with
                                                 Wrong Numbers) -                                               summaries by week,
                                                 ((SIGMA) Right Party                                           month, quarter,
                                                 Contact))* 100                                                 and year
------------------------------------------------------------------------------------------------------------------------------------
BRC Scans              Measures the number of    BRCs Scans                 ***                None             For each Campaign,
                       BRCs scans completed.                                                                    report by day with
                                                                                                                summaries by week,
                                                                                                                month, quarter,
                                                                                                                and year
------------------------------------------------------------------------------------------------------------------------------------
BRC Carryover          At the end of the day,    BRC Carry-over             ***                None             For each Campaign,
                       measures the number of                                                                   report by day with
                       BRCs carried over from                                                                   summaries by week,
                       one day to the next.                                                                     month, quarter,
                                                                                                                and year
------------------------------------------------------------------------------------------------------------------------------------
BRC - Received         Measures the number of    BRC Received               ***                None             For each Campaign,
                       BRCs received per day.                                                                   report by day with
                                                                                                                summaries by
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


4/13/2004       AT&T Wireless and Phase 2 Solutions Confidential   Page 16 of 52

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

<PAGE>

[AT&T Wireless Logo]

<TABLE>
<S>                    <C>                       <C>                        <C>                <C>              <C>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                week, month,
                                                                                                                quarter, and year
------------------------------------------------------------------------------------------------------------------------------------
Manual Provisioning    At the end of the day,    MP Carry-over              ***                None             For each Campaign,
- Carry-over           measures the number of                                                                   report by
                       manual provisioning                                                                      end-of-day with
                       records carried over                                                                     summaries by week,
                       from one day to the                                                                      month, quarter,
                       next. MP Carry-over                                                                      and year
------------------------------------------------------------------------------------------------------------------------------------
Manual Provisioning    Measures the number of    MP Received                ***                None             For each Campaign,
- Received             manual provisioning                                                                      report by day with
                       records received per                                                                     summaries by week,
                       day. MP Received                                                                         month, quarter,
                                                                                                                and year
------------------------------------------------------------------------------------------------------------------------------------
Provisioned            Measures the number of    Provisioned                ***                None             For each Campaign,
                       completed Manual                                                                         report by day with
                       Provisioning records.                                                                    summaries by week,
                                                                                                                month, quarter,
                                                                                                                and year
------------------------------------------------------------------------------------------------------------------------------------
Exception -            Measures the number of    ECA                        ***                None             For each Campaign,
Cancelled Accounts     cancelled accounts                                                                       report by day with
                       among the Manual                                                                         summaries by week,
                       Provisioning records.                                                                    month, quarter,
                                                                                                                and year
------------------------------------------------------------------------------------------------------------------------------------
Exception - Already    Measures the number of    EAP                        ***                For each         For each Campaign,
Provisioned            already provisioned                                                     Campaign         report by day with
                       accounts among the                                                                       summaries by
                       Manual Provisioning
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


4/13/2004       AT&T Wireless and Phase 2 Solutions Confidential   Page 17 of 52

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

<PAGE>

[AT&T Wireless Logo]

<TABLE>
<S>                    <C>                       <C>                        <C>                <C>              <C>
------------------------------------------------------------------------------------------------------------------------------------
                       records.                                                                                 week, month,
                                                                                                                quarter, and year
------------------------------------------------------------------------------------------------------------------------------------
Exception - Invalid    Measures the number of    EIRP                       ***                None             For each Campaign,
Rate Plan / Promo /    invalid rate plan or                                                                     report by day with
Feature                promotion or features                                                                    summaries by week,
                       among the Manual                                                                         month, quarter,
                       Provisioning records.                                                                    and year
------------------------------------------------------------------------------------------------------------------------------------
Exception -            Measures the number of    EDR                        ***                None             For each Campaign,
Duplicate Records      duplicate records                                                                        report by day with
                       accounts among the                                                                       summaries by week,
                       Manual Provisioning                                                                      month, quarter,
                       records.                                                                                 and year
------------------------------------------------------------------------------------------------------------------------------------
Exception -            Measures the number of    EUR                        ***                None             For each Campaign,
Unworkable Record      unworkable records                                                                       report by day with
                       accounts among the                                                                       summaries by week,
                       Manual Provisioning                                                                      month, quarter,
                       records.                                                                                 and year
------------------------------------------------------------------------------------------------------------------------------------
Manual Provisioning    Measures the number of    (Provisioned + ECA +       ***                None             For each Campaign,
- Resolved             manual provisioning       EAP + EIRP + EDR + EUR)                                        report by day with
                       records completed. MP                                                                    summaries by week,
                       Resolved                                                                                 month, quarter,
                                                                                                                and year
------------------------------------------------------------------------------------------------------------------------------------
MP Payroll Hours       Measures the hours        MP Payroll Hours           ***                For each         For each Campaign,
                       worked by manual                                                        Campaign         report by
                       provisioning personnel.                                                                  half-hour
                                                                                                                increment for
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


4/13/2004       AT&T Wireless and Phase 2 Solutions Confidential   Page 18 of 52

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

<PAGE>

[AT&T Wireless Logo]

<TABLE>
<S>                    <C>                       <C>                        <C>                <C>              <C>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                previous day with
                                                                                                                summaries by week,
                                                                                                                month, quarter,
                                                                                                                and year
------------------------------------------------------------------------------------------------------------------------------------
MP Records per Hour    Measures the average      (MP Resolved / MP          ***                For each         For each Campaign,
                       number of manual          Payroll Hours)                                Campaign         report by
                       provisioning records                                                                     half-hour
                       worked per hour.                                                                         increment for
                                                                                                                previous day with
                                                                                                                summaries by week,
                                                                                                                month, quarter and
                                                                                                                year
------------------------------------------------------------------------------------------------------------------------------------
Data Entry Errors      Measures the percent      (Data Entry Errors) /      ***                None             For each Campaign,
per 1,000 Pieces of    and rework in the         (Provisioned / 1000)                                           a weekly report
Work                   center. Also reports      Types of Errors: peg                                           with summaries by
                       on the types of errors.   count                                                          month, quarter,
                                                                                                                and year
------------------------------------------------------------------------------------------------------------------------------------
On-time Manual         Measures the number of    Based on Priority Plan     ***                None             For each Campaign,
Processing             manually processed        in the Campaign                                                a weekly report
                       records that were         Delivery Package                                               with summaries by
                       processed by priority                                                                    month, quarter,
                                                                                                                and year
------------------------------------------------------------------------------------------------------------------------------------
On-time Report         Measures the              (On-time Reports /         ***                None             Report by day with
Generation             percentage of on-time     Total Reports)* 100                                            summaries by week,
                       generation of reports.                                                                   month, quarter,
                                                                                                                and year
------------------------------------------------------------------------------------------------------------------------------------
Contact Quality        Assigns a value to the    Call Quality Score         For ***%           None             For each Campaign,
Score                  quality of individual                                                                    a weekly report
                       contacts.                                                                                with
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


4/13/2004       AT&T Wireless and Phase 2 Solutions Confidential   Page 19 of 52

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

<PAGE>

[AT&T Wireless Logo]

<TABLE>
<S>                    <C>                       <C>                        <C>                <C>              <C>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                summaries by
                                                                                                                month, quarter,
                                                                                                                and year
------------------------------------------------------------------------------------------------------------------------------------
Monitored Call         Measures the ratio of     For each TSR: (Weekly      *** telephone      None             For each Campaign,
Percentage             monitored calls to        Monitored Calls / Weekly   calls per ***                       a weekly report
                       received calls.           Received Calls) * 100      for ***                             with summaries by
                                                                            performing in                       month, quarter,
                                                                            excess of ***%                      and year
                                                                            of their ***
                                                                            or *** times
                                                                            per *** for
                                                                            *** with a ***
                                                                            below ***%.
------------------------------------------------------------------------------------------------------------------------------------
Sales                  A measure of contacts     (Sales / Received Calls)   ***                For each         For each Campaign,
                       that result in the        * 100                                         Campaign         report by
                       sale of ancillary                                                                        half-hour
                       items or agreements.                                                                     increment for
                                                                                                                previous day with
                                                                                                                summaries by week,
                                                                                                                month, quarter,
                                                                                                                and year
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


4/13/2004       AT&T Wireless and Phase 2 Solutions Confidential   Page 20 of 52

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

<PAGE>

[AT&T Wireless Logo]

Appendix E: Campaign Delivery Package

-----------
Sample Sent
-----------


4/13/2004       AT&T Wireless and Phase 2 Solutions Confidential   Page 21 of 52


<PAGE>

[AT&T Wireless Logo]

Appendix F: Quality Monitoring Form

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
 #                                    Category                                  Score/Detail   Out of
-----------------------------------------------------------------------------------------------------
<S>   <C>                                                                       <C>            <C>
                                     QA Details
-----------------------------------------------------------------------------------------------------
      TSR Name
-----------------------------------------------------------------------------------------------------
      Supervisor Name
-----------------------------------------------------------------------------------------------------
      Source Name
-----------------------------------------------------------------------------------------------------
      QA Date
-----------------------------------------------------------------------------------------------------
      Start Time
-----------------------------------------------------------------------------------------------------
      Stop Time
-----------------------------------------------------------------------------------------------------
      Customer Name
-----------------------------------------------------------------------------------------------------
                                        ***
-----------------------------------------------------------------------------------------------------
1     *** used *** when ***.                                                                   ***
-----------------------------------------------------------------------------------------------------
                                    *** and ***
-----------------------------------------------------------------------------------------------------
2     Used *** and *** of ***.                                                                 ***
-----------------------------------------------------------------------------------------------------
3     Asked *** and ***.                                                                       ***
-----------------------------------------------------------------------------------------------------
4     *** and *** of AT&T Wireless *** and ***.                                                ***
-----------------------------------------------------------------------------------------------------
5     Used *** to *** (for example:  *** that *** to *** *** this *** your                     ***
      ***).
-----------------------------------------------------------------------------------------------------
6     *** and *** for the ***.  *** at *** in ***.                                             ***
-----------------------------------------------------------------------------------------------------
7     Used the *** for the ***.                                                                ***
-----------------------------------------------------------------------------------------------------
8     *** AT&T Wireless *** and ***                                                            ***
-----------------------------------------------------------------------------------------------------
9     *** and ***.                                                                             ***
-----------------------------------------------------------------------------------------------------
10    *** used *** and ***.                                                                    ***
-----------------------------------------------------------------------------------------------------
                                    *** and ***
-----------------------------------------------------------------------------------------------------
11    *** used *** when to *** and the ***.  *** to *** the *** the *** and                    ***
      *** to ***.
-----------------------------------------------------------------------------------------------------
12    *** did not ***, or *** or *** (for example:  *** let me *** my ***,                     ***
      etc.)
-----------------------------------------------------------------------------------------------------
13    *** treated *** with *** and *** did not *** or *** on any *** the ***.                  ***
      *** the *** in a ***.  *** did *** the ***.
-----------------------------------------------------------------------------------------------------
</TABLE>


4/13/2004     AT&T Wireless and Phase 2 Solutions Confidential     Page 22 of 52

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

<PAGE>

[AT&T Wireless Logo]

<TABLE>
<S>   <C>                                                                       <C>            <C>
-----------------------------------------------------------------------------------------------------
14    *** and ***.  *** and ***.                                                               ***
-----------------------------------------------------------------------------------------------------
      *** and ***
-----------------------------------------------------------------------------------------------------
15    *** and *** - ***                                                                        ***
-----------------------------------------------------------------------------------------------------
      ***
-----------------------------------------------------------------------------------------------------
16    *** AT&T Wireless Customer                                                               ***
-----------------------------------------------------------------------------------------------------
17    ***.                                                                                     ***
-----------------------------------------------------------------------------------------------------
      ***
-----------------------------------------------------------------------------------------------------
1     ***.                                                                      ***
-----------------------------------------------------------------------------------------------------
2     ***.  ***.                                                                ***
-----------------------------------------------------------------------------------------------------
3     ***                                                                       ***
-----------------------------------------------------------------------------------------------------
4     *** or ***.                                                               ***
-----------------------------------------------------------------------------------------------------

                                                            Points Available:   100
                                                             Points Received:   100
                                                            Total Percentage:   100.00%
</TABLE>


4/13/2004     AT&T Wireless and Phase 2 Solutions Confidential     Page 23 of 52

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

<PAGE>

[AT&T Wireless Logo]

Appendix G: Contacts

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                AT&T Wireless
                               Services, Inc.             Phase 2 Solutions
--------------------------------------------------------------------------------
<S>                            <C>                  <C>
Primary Representative                              Chief Financial Officer
--------------------------------------------------------------------------------
Name                                                ***
--------------------------------------------------------------------------------
Address                                             8901 Raintree Road
--------------------------------------------------------------------------------
                                                    Suite 1000
--------------------------------------------------------------------------------
                                                    Scottsdale, AZ 85260
--------------------------------------------------------------------------------
E-mail address                                      ***@phase2solutions.com
--------------------------------------------------------------------------------
Telephone Number                                    ***
--------------------------------------------------------------------------------
Cellular Telephone Number                           ***
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Designated Alternate                                Account Manager
--------------------------------------------------------------------------------
Name                                                ***
--------------------------------------------------------------------------------
Address                                             8901 Raintree Road
--------------------------------------------------------------------------------
                                                    Suite 1000
--------------------------------------------------------------------------------
                                                    Scottsdale, AZ 85260
--------------------------------------------------------------------------------
E-mail Address                                      ***@phase2solutions.com
--------------------------------------------------------------------------------
Telephone Number                                    ***
--------------------------------------------------------------------------------
Cellular Telephone Number                           ***
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Invoicing                                           Chief Financial Officer
--------------------------------------------------------------------------------
Name                                                ***
--------------------------------------------------------------------------------
Address                                             8901 Raintree Road
--------------------------------------------------------------------------------
                                                    Suite 1000
--------------------------------------------------------------------------------
                                                    Scottsdale, AZ 85260
--------------------------------------------------------------------------------
E-mail Address                                      ***@phase2solutions.com
--------------------------------------------------------------------------------
Telephone Number                                    ***
--------------------------------------------------------------------------------
Cellular Telephone Number                           ***
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Training                                            Training Manager
--------------------------------------------------------------------------------
Name                                                ***
--------------------------------------------------------------------------------
Address                                             8901 Raintree Road
--------------------------------------------------------------------------------
                                                    Suite 1000
--------------------------------------------------------------------------------
                                                    Scottsdale, AZ 85260
--------------------------------------------------------------------------------
E-mail Address                                      ***@phase2solutions.com
--------------------------------------------------------------------------------
Telephone Number                                    ***
--------------------------------------------------------------------------------
Cellular Telephone Number                           ***
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Quality Assurance                                   Quality Assurance Supervisor
--------------------------------------------------------------------------------
</TABLE>


4/13/2004     AT&T Wireless and Phase 2 Solutions Confidential     Page 24 of 52

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

<PAGE>

[AT&T Wireless Logo]

<TABLE>
<S>                            <C>                  <C>
--------------------------------------------------------------------------------
Name                                                ***
--------------------------------------------------------------------------------
Address                                             8901 Raintree Road
--------------------------------------------------------------------------------
                                                    Suite 1000
--------------------------------------------------------------------------------
                                                    Scottsdale, AZ 85260
--------------------------------------------------------------------------------
E-mail Address                                      ***@phase2solutions.com
--------------------------------------------------------------------------------
Telephone Number                                    ***
--------------------------------------------------------------------------------
Cellular Telephone Number                           ***
--------------------------------------------------------------------------------
</TABLE>


4/13/2004     AT&T Wireless and Phase 2 Solutions Confidential     Page 25 of 52

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

<PAGE>

[AT&T Wireless Logo]

Appendix H: Glossary

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
           Term                                               Definitiion                                      Value
-----------------------------------------------------------------------------------------------------------------------
<S>                          <C>                                                                            <C>
Abandoned Calls, After       For Inbound programs or Campaigns, the number of Customers that abandon             #
Queuing                      after queuing
-----------------------------------------------------------------------------------------------------------------------
Abandoned Calls,             For Inbound programs or Campaigns, the number of Customers that abandon             #
Immediately                  immediately
-----------------------------------------------------------------------------------------------------------------------
After Call Work Time         For Inbound or Outbound programs or Campaigns, the time that a TSR spends to     #, time
                             complete the Call after the Customer hangs-up                                    interval
-----------------------------------------------------------------------------------------------------------------------
After Hours Message          For Inbound programs or Campaigns, the number of Customers who receive an           #
                             IVR message that they cannot transfer to a TSR because it is outside of
                             office hours
-----------------------------------------------------------------------------------------------------------------------
All Trunks Busy              Time that all members of a specific trunk group were in use                      #, time
                                                                                                               stamp
-----------------------------------------------------------------------------------------------------------------------
Already Accepted             For Inbound programs or Campaigns, the number of Customers who receive an           #
                             IVR message that they had already accepted their offer
-----------------------------------------------------------------------------------------------------------------------
Available Time               For Inbound or Outbound programs or Campaigns, the time a TSR was ready to       #, time
                             accept Calls, but was not currently involved in Call work                        interval
-----------------------------------------------------------------------------------------------------------------------
Business Response Card       For Inbound programs or Campaigns, the number of pieces of work pending for         #
Carry-over                   Business Response Card processing
-----------------------------------------------------------------------------------------------------------------------
Business Response Card       For Inbound programs or Campaigns, the number of pieces of work received for        #
Received                     Business Response Card processing
-----------------------------------------------------------------------------------------------------------------------
Business Response Card       For Inbound programs or Campaigns, the number of pieces scanned for Business        #
Scans                        Response card processing
-----------------------------------------------------------------------------------------------------------------------
Call Quality Score           A numeric value assigned by Quality Assurance to indicate the quality of            #
                             service for a given Call
-----------------------------------------------------------------------------------------------------------------------
Completed Offers             For Outbound programs or Campaigns, the number of Customers who heard a             #
                             complete offer from a TSR
-----------------------------------------------------------------------------------------------------------------------
Conversions                  For Inbound or Outbound programs or Campaigns, the number of program  or            #
                             campaign offer accepts
-----------------------------------------------------------------------------------------------------------------------
Data Entry Errors            For Manual Provisioning Campaigns, the number of data entry errors                  #
-----------------------------------------------------------------------------------------------------------------------
Dialed Calls                 For Outbound programs or Campaigns, the number of telephone calls placed            #
                             during a specified time period
-----------------------------------------------------------------------------------------------------------------------
Exception - Already          For Manual Provisioning Campaigns, the number of records already provisioned        #
-----------------------------------------------------------------------------------------------------------------------
</TABLE>


4/13/2004     AT&T Wireless and Phase 2 Solutions Confidential     Page 26 of 52
<PAGE>

[AT&T Wireless Logo]

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
           Term                                               Definitiion                                      Value
-----------------------------------------------------------------------------------------------------------------------
<S>                          <C>                                                                            <C>
Provisioned
-----------------------------------------------------------------------------------------------------------------------
Exception - Cancelled        For Manual Provisioning Campaigns, the number of records for cancelled              #
Account                      accounts
-----------------------------------------------------------------------------------------------------------------------
Exception - Duplicate        For Manual Provisioning Campaigns, the number of duplicate records                  #
Record
-----------------------------------------------------------------------------------------------------------------------
Exception - Invalid Rate     For Manual Provisioning Campaigns, the number of records for invalid rate           #
Plan / Promo / Feature       plans, promotions, or features
-----------------------------------------------------------------------------------------------------------------------
Exception - Unworkable       For Manual Provisioning Campaigns, the number of unworkable records                 #
Record
-----------------------------------------------------------------------------------------------------------------------
Handled Calls, After         For Inbound programs or Campaigns, the number of Calls handled after queuing        #
Queuing
-----------------------------------------------------------------------------------------------------------------------
Handled Calls, Immediately   For Inbound programs or Campaigns, the number of Calls handled immediately          #
-----------------------------------------------------------------------------------------------------------------------
Hold Time                    For Inbound programs or Campaigns, the time a Customer spends on hold            #, time
                                                                                                              interval
-----------------------------------------------------------------------------------------------------------------------
Inbound TSR Payroll Hours    For Inbound programs or Campaigns, the number of payroll hours paid to TSRs         #
-----------------------------------------------------------------------------------------------------------------------
IVR Calls                    For Inbound programs or Campaigns, the number of Calls answered by the IVR          #
-----------------------------------------------------------------------------------------------------------------------
IVR Calls "Opt-out" Point    For Inbound programs or Campaigns, a peg-count of what point in the IVR        #, for each
                             script Customers "opt-out. These pointers include the following: Welcome,        counter
                             Enter MIN, Enter SSN, Offer Selection, and Offer Confirmation.
-----------------------------------------------------------------------------------------------------------------------
IVR Calls That "Opt-out"     For Inbound programs or Campaigns, the number of Calls where the caller             #
of the IVR                   "opts-out" of the IVR
-----------------------------------------------------------------------------------------------------------------------
IVR Completions              For Inbound programs or Campaigns, the number of Customers who use the IVR          #
                             to accept their offer
-----------------------------------------------------------------------------------------------------------------------
IVR Transfers to TSR         For Inbound programs or Campaigns, the number of Calls that transfer from           #
                             the IVR to a TSR
-----------------------------------------------------------------------------------------------------------------------
Manual Provisioning          For Manual Provisioning Campaigns, the number of payroll hours paid for data        #
Payroll Hours                entry
-----------------------------------------------------------------------------------------------------------------------
Manual Provisioning          For Manual Provisioning Campaigns, the number of pieces of work pending             #
Carry-over
-----------------------------------------------------------------------------------------------------------------------
Manual Provisioning          For Manual Provisioning Campaigns, the number of pieces of work received            #
-----------------------------------------------------------------------------------------------------------------------
</TABLE>


4/13/2004     AT&T Wireless and Phase 2 Solutions Confidential     Page 27 of 52
<PAGE>

[AT&T Wireless Logo]

<TABLE>
<S>                          <C>                                                                            <C>
-----------------------------------------------------------------------------------------------------------------------
Received
-----------------------------------------------------------------------------------------------------------------------
Maximum Delay                For Inbound programs or Campaigns, a peg count of the maximum time, in           #, time
                             seconds, that a caller waits for a TSR to answer                                 interval
-----------------------------------------------------------------------------------------------------------------------
Non-transferred Calls        For Outbound programs or Campaigns, the number of dialed calls not                  #
                             transferred to a TSR
-----------------------------------------------------------------------------------------------------------------------
Non-transferred Calls        For Outbound programs or Campaigns, a peg-count of why a dialed call was not   #, for each
Pointers                     transferred to a TSR. These pointers include the following: Invalid            counter
                             Signal, FAX Tone, Busy, No Answer, Voice Mail Box, and Abandoned
-----------------------------------------------------------------------------------------------------------------------
Offered Calls                For Inbound programs or Campaigns, the number of offered Calls                      #
-----------------------------------------------------------------------------------------------------------------------
On-time Reports              Number of billing detail, invoice, or performance reports delivered on time         #
-----------------------------------------------------------------------------------------------------------------------
Outbound TSR Payroll Hours   For Outbound programs or Campaigns, the number of payroll hours paid to TSRs        #
                             on outbound programs or Campaigns
-----------------------------------------------------------------------------------------------------------------------
Provisioned                  For Manual Provisioning Campaigns, the number of completed Manual                   #
                             Provisioning records.
-----------------------------------------------------------------------------------------------------------------------
Queue Time                   For Inbound programs or Campaigns, the time an Customer spends in queue          #, time
                             before a Service Representative handles the Call                                 interval
-----------------------------------------------------------------------------------------------------------------------
Queue Time Before            For Inbound programs or Campaigns, the number of queued Calls                    #, time
Abandoning                                                                                                    interval
-----------------------------------------------------------------------------------------------------------------------
Queued Calls                 For Inbound programs or Campaigns, the number of queued Calls                       #
-----------------------------------------------------------------------------------------------------------------------
Received Calls               For Inbound programs or Campaigns, the number of received Calls                     #
-----------------------------------------------------------------------------------------------------------------------
Right Party Contacts         For Outbound programs or Campaigns, the number of dialed calls answered by          #
                             the person legally able to make a decision.
-----------------------------------------------------------------------------------------------------------------------
Sales                        Number of program or Campaign contacts resulting in the sale of ancillary           #
                             equipment or agreements
-----------------------------------------------------------------------------------------------------------------------
Scheduled Call Backs         For Outbound programs or Campaigns, the number of dialed calls where the TSR        #
                             schedules a call back with the Customer to complete their discussion of the
                             offer
-----------------------------------------------------------------------------------------------------------------------
Start List Size              For Outbound programs or Campaigns, the starting size of the calling list           #
-----------------------------------------------------------------------------------------------------------------------
Talk Time                    For Inbound or Outbound programs or Campaigns, the time during an Call that      #, time
                             a TSR spends "talking"                                                           interval
-----------------------------------------------------------------------------------------------------------------------
Test Calls                   For inbound programs or Campaigns, the number of                                    #
-----------------------------------------------------------------------------------------------------------------------
</TABLE>


4/13/2004     AT&T Wireless and Phase 2 Solutions Confidential     Page 28 of 52

<PAGE>

[AT&T Wireless Logo]

<TABLE>
<S>                          <C>                                                                            <C>
-----------------------------------------------------------------------------------------------------------------------
                             telephone calls placed for test purposes
-----------------------------------------------------------------------------------------------------------------------
Total Reports                Total number of billing detail, invoice, or performance reports for a            #, time
                             specified time interval                                                          interval
-----------------------------------------------------------------------------------------------------------------------
Weekly Monitored Calls       For Inbound or Outbound programs or Campaigns, the number of Calls monitored        #
                             per week for quality assurance
-----------------------------------------------------------------------------------------------------------------------
Weekly Received Calls        For Inbound or Outbound programs or Campaigns, the number of Received Calls         #
                             per week
-----------------------------------------------------------------------------------------------------------------------
Wrong Numbers                For Outbound programs or Campaigns, the number of dialed calls to wrong             #
                             numbers
-----------------------------------------------------------------------------------------------------------------------
</TABLE>


4/13/2004     AT&T Wireless and Phase 2 Solutions Confidential     Page 29 of 52