<PAGE>

                                                                   Exhibit 10.28

EXECUTION COPY

                AMENDED AND RESTATED AGREEMENT FOR INDEPENDENT
                      VERIFICATION OF TELEMARKETING SALES

     COME NOW MCI WORLDCOM Network Services, Inc. ("MCIWC") and RMH
Teleservices, Incorporated ("RMH"), and in consideration of the mutual
provisions contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, hereby agree to amend
the Agreement for Independent Verification of Telemarketing Sales effective as
of July 8, 1999, by deleting the contents of that Agreement in its entirety and
replacing it by the contents of this Amended and Restated Agreement for
Independent Verification of Telemarketing Sales, as follows:

     THIS AGREEMENT is entered into effective as of July 8, 1999, ("Effective
Date"), by and between MCI WORLDCOM Network Services, Inc. ("MCIWC"), 1200 South
Hayes Street, Arlington, VA 22202 and RMH Teleservices, Incorporated ("RMH"), 40
Morris Avenue, Bryn Mawr, PA 19010.

                                   RECITALS

     WHEREAS, MCIWC is a provider of telecommunications services and acquires
new customers for its services through solicitation over the telephone, direct
response, direct sales and other acquisition methods; and

     WHEREAS, MCIWC desires to have an independent third party (one in which
MCIWC holds no equity ownership and one which performs no sales functions for
MCIWC) perform independent third party confirmation and verification procedures
("TPV") for MCIWC residential and small business long distance, local toll and
local service sales at facilities in Brantford, Ontario ("Brantford"), Sergeant
Bluff, Iowa ("Sergeant Bluff"), Austin, Texas ("Austin"), Colorado Springs,
Colorado ("Colorado") and such other additional locations as the Parties might
mutually agree upon; and

     WHEREAS, RMH desires to contract with MCIWC to perform this independent TPV
function.

     NOW,THEREFORE, in consideration of the mutual provisions contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, MCIWC and RMH hereby agree as follows:

1. TERM
   ----

    1.1  The term of this Agreement will commence on the Effective Date and will
         continue for four years, unless terminated earlier pursuant to the
         provisions of this Agreement. Thereafter, this Agreement will be
         renewed on a year to year basis unless one Party gives the other Party
         at least 90 days written notice of an intention to terminate prior to
         the expiration of the original term or any renewal term.
<PAGE>

EXECUTION COPY

2.  DEFINITIONS.  Defined terms shall have the meanings set forth below
    -----------
     ("Definitions"). Defined terms not appearing below shall have the meaning
     set forth elsewhere in the Agreement.

     "Abandoned Call" is a Call that was delivered to RMH but not answered by a
     Representative prior to disconnect.

     "Abandonment Rate" is total Abandoned Calls divided by total Hot Cut
     Transfers to RMH.

     "Agreement" is this Agreement for provision of Services between MCIWC and
     RMH.

     "Backlogged Call Records" are the Sales Offered to RMH which can not be
     defined as Confirmed Sales, Canceled Sales, or Safety Net Transfers by the
     close of business on the day in which the Sales Offered were sold by MCIWC.
     After attempting verification for a continuous seventy-two (72) hour
     period, or a period to be determined by MCIWC, the call record is dropped.

     "Batch Transfer" is the transmission of Customer data relating to as-of-yet
     unverified sales from MCIWC to RMH in batch mode for the purpose of
     permitting RMH to call these Customers back for TPV purposes.  A Batch
     Transfer is an alternative mode of verification from Hot Cut Transfer of a
     Customer to RMH.

     "Complete" is one of the following: a Confirmed Sale; a Canceled Sale; or
     the completion of a Safety Net Transfer.

     "Calls Handled" is the remainder of Sales Offered less Abandoned Calls.

     "Canceled Sales" or "Cancel Sale" is a sale determined by the
     Representative to conform to specified MCIWC standards demonstrating that
     the Customer has not authorized a switch of his or her long distance, local
     toll, or local telephone service for a particular ANI from his or her
     previous carrier to MCIWC.

     "Confirmed Sale" or "Confirm Sale" is a sale determined by the
     Representative to conform to specified MCIWC standards demonstrating that
     the Customer has authorized a switch of his or her long distance, local
     toll, or local telephone service for a particular ANI from his or her
     previous carrier to MCIWC.

     "Customer" is a current or potential customer of MCIWC.

     "Digital Taping" is the recording of all TPV calls performed by
     Representatives for the purpose of creating and storing evidence of a
     Customer's authorization to Confirm Sale or Cancel Sale.

     "Hot Cut Transfer" is a call that is transferred "live" immediately and
     directly to the Representative by an MCIWC sales representative or from the
     Representative to an MCIWC sales representative where the Safety Net
     Procedure is employed.

                                       2
<PAGE>

EXECUTION COPY

     "MCIWC Management" is MCIWC personnel responsible for overseeing the
     operations under this Agreement.

     "MCIWC Quality Monitoring Team" is MCIWC personnel responsible for
     monitoring the quality of RMH's TPV Representatives.

     "National Escalation Center" or "NEC" is responsible for researching and
     resolving all Customer complaints lodged against MCIWC or RMH.

     "National Verification Team" is responsible for all processes associated
     with sales verification, including vendor interface and issue resolution.

     "Parties" are MCIWC and RMH.

     "Performance Standards" are those performance criteria specified in
     Paragraph 6.4.  Performance Standards include Completes Per System Hour
     Efficiency, Schedule Adherence and Quality Performance Index.

     "Representative" is an employee of RMH who has responsibility for providing
     the Services at the RMH TPV Center in accordance with the terms of the
     Agreement.

     "RMH Management" is RMH personnel responsible for Services under this
     Agreement.

     "Safety Net Transfer" is a procedure to be followed by RMH after a Customer
     has indicated that he or she needs more details on a question during the
     TPV process.  Representatives shall affirmatively ask the Customer if he or
     she wishes to be Hot Cut Transferred back to an MCIWC sales representative.
     RMH is required to perform this Safety Net Transfer procedure in accordance
     with standards established by MCIWC.

     "Sale Offered" is a Customer call transmitted from MCIWC to RMH for sales
     verification via Hot Cut Transfer or Batch Transfer.

     "System Hour" is the call center hour a Representative is plugged into the
     system as measured by the ACD and ready to perform the Services.  System
     Hour does not include sick time, vacation time, jury duty, mealtime, or
     anytime the Representative is not performing the Services.

     "TPV Center(s)" are the TPV Center operations at Sergeant Bluff, Austin,
     Colorado Springs and Brantford.

     "Uncalled Backlogged Call Records" are Backlogged Call Records that remain
     uncalled by RMH at the conclusion of business each day.

                                       3
<PAGE>

EXECUTION COPY

3. OBLIGATIONS OF RMH
   ------------------

     3.1  Services Description.  The services to be provided by RMH at the TPV
          --------------------
          Center under the terms of this Agreement shall consist of handling,
          confirming and independently verifying MCIWC sales forwarded to it by
          MCIWC sales representatives and agents and such other services to be
          added from time to time by mutual agreement of the Parties (the
          "Services"). RMH shall be responsible for providing resident, on-site
          management of the Services and shall be responsible for all staffing
          and day-to-day labor and employee management. RMH Management shall
          maintain daily communication with MCIWC Management and take direction
          from MCIWC to ensure that the Services are performed in accordance
          with this Agreement.

          3.1.1  TPV Regulations.  At a minimum, RMH will perform the
                 ---------------
                 Services which are the subject of this Agreement in accordance
                 with the sales verification procedures required by federal and
                 state law and the regulations of the Federal Communications
                 Commission and/or the state Public Utilities Commission in the
                 state in which the sale was made.

          3.1.2  Independent Status.  RMH warrants that MCIWC does not hold
                 ------------------
                 equity ownership in RMH.  RMH also agrees that RMH shall not
                 perform any sales or marketing services for MCIWC at any time
                 during the term of this Agreement.

          3.1.3  TPV Procedures.  RMH shall implement procedures to accomplish
                 --------------
                 accurate verification in accordance with instructions from
                 MCIWC. RMH TPV Representatives shall perform timely and
                 courteous TPV in accordance with the procedures set forth by
                 MCIWC and as otherwise mutually agreed upon by the Parties.
                 These procedures may be supplemented or modified upon notice to
                 RMH, and RMH will implement any changes as soon as practicable.
                 RMH shall provide relevant technical and professional advice to
                 assist MCIWC in establishing policies that maximize the
                 effectiveness of the MCIWC TPV operation, consistent with
                 applicable legal constraints.

                 3.1.3.1  Scripts.  RMH shall implement the text scripts the RMH
                          -------
                          Representatives must use to perform sales verification
                          as provided and/or approved by MCIWC. MCIWC may, at
                          its sole discretion, deliver to RMH amended or revised
                          sales verification scripts and RMH must notify its
                          Representatives of such script changes immediately.

     3.2  Performance Standards.  RMH shall perform sales verification on all
          ---------------------
          Sales Offered by MCIWC in accordance with the Performance Standards
          set forth in Paragraph 6.4 herein, and other operational standards as
          MCIWC may direct from time to time to further ensure compliance with
          this Agreement. Sales to be

                                       4
<PAGE>

EXECUTION COPY

          verified include, but are not limited to, inbound and outbound
          telemarketing sales, sales received through direct response and direct
          mail, and sales received through MCIWC Customer Service. Sales Offered
          will be provided to RMH for verification either via live Hot Cut
          Transfer or Batch Transfer. RMH agrees to respond in a timely manner
          to all escalations related to the Services provided under this
          Agreement, whether generated from MCIWC's Quality Monitoring Team or
          the National Escalation Center.

     3.3  TPV Center.  RMH shall manage and operate the TPV Centers in
          ----------
          accordance with the terms of this Agreement. MCIWC may, at its sole
          discretion, direct RMH to operate from different and/or additional TPV
          Centers upon ninety (90) days written notice, at facilities and upon
          terms to be mutually agreed upon. MCIWC may, at its sole discretion,
          shut down any non-Brantford TPV Center upon ninety (90) days written
          notice, provided that MCIWC reimburses RMH for actual costs relating
          to termination, [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]
          per closed TPV Center. The Parties agree that RMH shall perform the
          Services in locations physically separate from MCIWC telemarketing
          sales representatives and agents. RMH agrees to cooperate fully with
          any third party hired by MCIWC to provide computer systems, voice
          response units and other technical aspects related to the Services
          under this Agreement.

          3.3.1  For the Brantford facility only, RMH will be responsible for
                 providing at its own cost and with the consent of MCIWC, such
                 consent not to be unreasonably withheld, TPV Center buildings
                 and furnishings, leasehold improvements, utilities, office
                 equipment, local area network ("LAN"), agent desktop computers,
                 headsets, traffic management/monitor equipment, training
                 facilities and equipment, facility cleaning and facility
                 security necessary to perform the Services. RMH will be
                 responsible for all facility and equipment, both hardware and
                 software, that is necessary to provide the Services, with the
                 exception of ACD(s), router(s) and dictaphone(s) which will be
                 provided by MCIWC. Notwithstanding the foregoing, for all TPV
                 Centers, RMH will be responsible for the daily operation and
                 daily maintenance (i.e., maintenance outside of that under any
                 maintenance agreement contracted for by MCIWC) of the
                 dictaphone(s) during the term of this Agreement.

                 3.3.1.1  For the Brantford facility only, RMH agrees to provide
                          MCIWC with mutually agreed upon private MCIWC-
                          dedicated facility space, to be fully equipped and
                          functional with network access, ports, analog lines
                          and telephones. The MCIWC-dedicated facility space
                          shall consist of at least (a) one MCIWC-dedicated
                          private office with two work areas and with locks for
                          MCIWC-only access, except in the case of a safety or
                          security emergency; and (b) one additional office with
                          two work areas available on a non-exclusive basis to
                          include working phone lines and additional analog
                          lines

                                       5
<PAGE>

EXECUTION COPY

                 3.3.1.2  For non-Brantford facilities, RMH agrees to provide
                          MCIWC with mutually agreed upon office space for its
                          use in the physically separate space RMH utilizes for
                          Services.

                 3.3.1.3  RMH will provide MCIWC with unrestricted access,
                          subject to compliance with RMH's site and security
                          regulations, to that portion of any facility used to
                          perform the Services. RMH must provide (a) MCIWC
                          access adequate to enable MCIWC to do on-site
                          monitoring; (b) MCIWC Management access to the
                          facility; (c) MCIWC the right to conduct on-site
                          inspections of the facility, training sites and
                          related areas to the extent used by RMH to provide
                          Services for MCIWC upon reasonable advance notice; (d)
                          MCIWC the right to conduct tours of the facility for
                          MCIWC Customers or MCIWC personnel, upon reasonable
                          advance notice, such tours not to unduly interfere
                          with RMH's normal business operations; and (e) MCIWC
                          access to perform maintenance and related work on
                          MCIWC equipment and software, as necessary in MCIWC's
                          sole judgment, including during non-business hours.

          3.3.2  RMH will be responsible for all costs associated with any
                 decision RMH initiates to open a new TPV Center or to
                 consolidate or relocate any TPV Center, unless MCIWC agrees the
                 Services provided under this Agreement require RMH to open a
                 new TPV Center. In such case, the Parties will mutually agree
                 upon cost responsibilities.

     3.4  Staffing.  RMH shall be solely responsible for hiring, firing,
          --------
          terminating, managing, training and compensating all personnel
          necessary to accomplish timely and accurate verification of MCIWC
          sales in accordance with this Agreement and to maintain sufficient
          staffing levels at all times to handle Sales Offered and the System
          Hour projection supplied by MCIWC each month pursuant to Section 5.1
          of this Agreement. RMH shall have sufficient personnel to ensure that
          the Services can be offered, at MCIWC's discretion, twenty-four (24)
          hours a day, three hundred and sixty five (365) days per year.

          3.4.1  At MCIWC's request, RMH will provide in-language staffing at
                 the Austin TPV Center, or at such other TPV Center as may be
                 mutually agreed upon.

     3.5  Training.
          ---------

          3.5.1  Initial Training.  Initial Training, or new hire training time
                 ----------------
                 is defined as all MCIWC-approved Representative time spent in
                 the classroom or on scheduled breaks. Initial Training does not
                 include lunch, sick leave, disability leave, family leave,
                 vacation, jury duty or military service. Initial Training shall
                 consist of sixteen (16) hours of classroom training per
                 Representative.

                                       6
<PAGE>

EXECUTION COPY

                 3.5.1.1  Initial Training Compensation:  Beginning August 16,
                          -----------------------------
                          1999, MCIWC will not be charged for Initial Training
                          provided that the monthly System Hour projections do
                          not exceed [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
                          TREATMENT]. Notwithstanding the foregoing, if
                          Representative attrition in all TPV Centers other than
                          Brantford during the period from August 16, 1999
                          through September 30, 1999 exceeds 100 Representatives
                          more than 27% of Representative headcount as of close
                          of business August 15, 1999, MCIWC will be obligated
                          to pay for Initial Training if the monthly System Hour
                          projection exceeds [REDACTED DUE TO REQUEST FOR
                          CONFIDENTIAL TREATMENT]. The Initial Training costs
                          covered by MCIWC will be calculated as described below
                          in this Section for those System Hour projections
                          exceeding the [REDACTED DUE TO REQUEST FOR
                          CONFIDENTIAL TREATMENT] or [REDACTED DUE TO REQUEST
                          FOR CONFIDENTIAL TREATMENT] System Hour threshold
                          established as of September 30, 1999. MCIWC will pay
                          RMH [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
                          TREATMENT] for every incremental [REDACTED DUE TO
                          REQUEST FOR CONFIDENTIAL TREATMENT] hour increase in
                          RMH's projected monthly System Hours over the prior
                          month, assuming RMH staffs to handle the projected
                          volumes and after taking into account work days and
                          Seasonality. Seasonality shall refer to those periods
                          where Services decrease due to the holiday season,
                          resulting in a reduced number of working days during
                          the holiday season months. For example, if the
                          projected System Hours were [REDACTED DUE TO REQUEST
                          FOR CONFIDENTIAL TREATMENT] for the month of May and
                          the projected System Hours for the month of June were
                          [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT],
                          MCIWC would pay RMH [REDACTED DUE TO REQUEST FOR
                          CONFIDENTIAL TREATMENT] for Initial Training in June,
                          assuming the same number of work days in each month.
                          In this example, if in future months RMH's projected
                          monthly System Hours never exceed [REDACTED DUE TO
                          REQUEST FOR CONFIDENTIAL TREATMENT], then MCIWC would
                          not be obligated to pay for additional Initial
                          Training costs beyond the month of June. If the
                          [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]
                          hour increase in projected System Hours occurs over
                          more than one month, MCIWC will carry that increase
                          forward and pay for Initial Training in the month
                          where the System Hour projection meets or exceeds the
                          [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]
                          increase. For example, if RMH's projected System Hours
                          were [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
                          TREATMENT] in the month of May, the projected System
                          Hours were [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
                          TREATMENT] for the month of June and the projected
                          System Hours were [REDACTED DUE TO REQUEST FOR
                          CONFIDENTIAL TREATMENT] for the month of July,
                          assuming the same number of work days in each month,
                          MCIWC would pay RMH [REDACTED DUE TO REQUEST FOR
                          CONFIDENTIAL TREATMENT] in the month of July. In this
                          example, if in future months RMH's projected monthly
                          System Hours never exceed [REDACTED DUE TO REQUEST FOR
                          CONFIDENTIAL TREATMENT], then MCIWC would not be
                          obligated to pay for additional Initial Training costs
                          beyond the month of July.

                 3.5.2    Ongoing Training.  Upon pre-approval and at no
                          ----------------
                          additional cost to MCIWC, RMH will conduct two (2)
                          hours of ongoing MCIWC-specific training per
                          Representative per month. Pre-shift meetings and
                          routine training will not count towards this MCIWC-
                          specific ongoing training. In the event that MCIWC
                          requires ongoing

                                       7
<PAGE>

EXECUTION COPY

                          training to exceed two (2) hours per Representative in
                          a month, MCIWC will pay RMH [REDACTED DUE TO REQUEST
                          FOR CONFIDENTIAL TREATMENT] per Training Hour for each
                          hour of ongoing training exceeding an average of two
                          (2) hours per Representative.

     3.6  Reporting.  Upon request by MCIWC, RMH shall provide MCIWC with daily
          ---------
          and weekly reporting, in a form prescribed by MCIWC, of all
          activities, including but not limited to Sales Offered, Completes
          (including Confirmed Sales, Canceled Sales, and Safety Net Transfers),
          Backlogged Call Records, Uncalled Backlogged Call Records and
          Completes Per Hour. Reporting shall be both for the Services provided
          as a whole and broken out by TPV Center and sales channel. Reporting
          will also detail statistics on each Representative's productivity,
          including, but not limited to, results from the National Escalation
          Center rate, Cancelled Sale rate and any monitoring performed by RMH.
          At MCIWC's discretion, reporting will be made via email, intranet or
          other method deemed reasonable by MCIWC.

     3.7  Exclusivity at TPV Center(s).  During the term of this Agreement,
          ----------------------------
          RHM and its affiliates agree that they will only perform Services or
          similar sales verification activities for MCIWC at the non-Brantford
          TPV Centers established for the verification of MCIWC sales, and/or
          they will not assign or permit management personnel, employees or
          staff that perform Services on behalf of MCIWC under the terms of this
          Agreement to perform Services for any other telecommunications company
          or house RMH personnel assigned to perform Services on the same floor
          where RMH is providing Services for an MCIWC Competitor. This Section
          does not apply to those individuals in RMH's management who are not
          primarily assigned to any particular RMH client. "MCIWC Competitor"
          includes (a) AT&T and its affiliates, Sprint, United
          Telecommunications, Inc., Qwest, Nextel, GTE, Allnet, ITT
          Communications Services, WorldNet Communications & Technologies, Inc.,
          Starnet Corporation, ALC Communications Corporation, or other
          interexchange carriers and their affiliates and local exchange
          carriers, including without limitation, the Regional Bell Operating
          Companies (RBOCs) and Bell Communications Research, Inc. ("Bellcore"),
          or (b) any Internet Service Provider.

     3.8  Monitoring.  RMH shall obtain and hold on file signed consents from
          ----------
          all RMH employees permitting and consenting to unannounced recording
          and/or monitoring of Calls Handled and other activities performed on
          MCIWC's behalf by MCIWC and/or RMH and/or their agents and auditors,
          subject to any applicable state or federal law. RMH agrees to make all
          reporting generated by RMH available to MCIWC upon request. To ensure
          quality control of the Services being provided to Customers and to
          ensure that RMH is meeting the Performance Standards contained in this
          Agreement, MCIWC reserves the right (either through MCIWC's Quality
          Monitoring Team or through a third party contractor), to remotely
          monitor, or monitor on-site, TPV Representative handling of Sales
          Offered without prior notice to either RMH or RMH employees and TPV
          Representatives.

                                       8
<PAGE>

EXECUTION COPY

     3.9  Audit.  During the term of this Agreement and for a period three (3)
          -----
          years after the termination of this Agreement, RMH shall permit MCIWC
          and/or its agents or independent auditors, upon no less than five (5)
          business days notice, to audit, at MCIWC's expense, RMH's books and
          records pertaining to the Services performed on MCIWC's behalf
          (including all staffing records at the TPV Centers). RMH shall also
          permit MCIWC Management, employees and/or authorized consultants
          immediate access to the TPV Centers for any reasonable purpose
          including, but not limited to, monitoring, installing or repairing
          systems, and repairing external or internal facilities.

     3.10 Digital Taping.  RMH agrees to perform Digital Taping on all TPV
          --------------
          calls. RMH shall be responsible for all daily operation equipment
          maintenance and daily maintenance (i.e., maintenance outside of that
          under any maintenance agreement contracted for by MCIWC), including
          but not limited to, monitoring successful recording at each work
          station, cleaning equipment and installing replacement tapes, opening
          tickets with Dictaphone and MCIWC an all equipment failures, and
          documenting all issues on email with the National Verification Team.
          RMH warrants that all TPV transactions will be digitally taped and
          will provide MCIWC with hard copies of the digital tape recording
          within 24 hours of MCIWC's request.

     3.11 Warranties:
          ----------

          3.11.1 RMH warrants that the Services provided hereunder will be
                 performed in a professional manner in accordance with
                 applicable professional standards and shall comply in all
                 material respects with the specifications and other
                 requirements set forth in this Agreement. Further, RMH warrants
                 to MCIWC that the Services to be delivered or rendered pursuant
                 to this Agreement shall be of the kind and quality necessary to
                 perform the terms of this Agreement, and all such Services
                 shall be performed by qualified persons.

          3.11.2 RMH warrants and represents that, to the. best of its
                 knowledge, it is not currently bound by any other agreements,
                 restrictions or obligations, nor will RMH assume any such
                 obligations or restrictions which do or would in any way
                 interfere or be inconsistent with the Services to be furnished
                 by RMH to MCIWC under this Agreement.

          3.11.3 RMH warrants and represents that it is capable of entering
                 into this Agreement with MCIWC in all respects.

4. INDEPENDENT CONTRACTOR STATUS
   -----------------------------

     4.1  RMH will at all times be an independent contractor for Services
          performed on MCIWC's behalf pursuant to this Agreement. RMH and its
          employees and/or agents shall in no way be, or be deemed to be,
          employees of MCIWC. RMH shall be responsible for all staffing and
          selection, hiring, firing, disciplinary procedures,

                                       9
<PAGE>

EXECUTION COPY

          and other employee relations matters associated with personnel hired
          by RMH to perform Services under this Agreement. RMH shall be
          responsible for all wages, salaries, benefits, workers compensation,
          unemployment compensation and other amounts due RMH employees,
          management staff and contractors, as well as the withholding of taxes,
          including any applicable employment related-taxes. MCIWC shall not
          have any responsibility for any employee-related tax items and shall
          be indemnified and held harmless by RMH from any liability, cost or
          expenses, including any interest, penalties and attorneys' fees that
          may be assessed against or incurred by MCIWC in connection with RMH's
          failure to make any such payment. RMH is responsible for all taxes,
          licenses, permits and other requirements that may be imposed by
          federal, state or local law on its business.

5. OBLIGATIONS OF MCIWC
   --------------------

     5.1  During the term of this Agreement, MCIWC shall supply RMH with, a two-
          month System Hour projection for each TPV Center. The two-month System
          Hour projection will constitute a projection of volume for the coming
          two-month period. This projection will be finalized in writing for
          each upcoming month no later than two weeks prior to each upcoming
          month. System Hour projection is provided only for RMH's use for
          staffing level purposes, and is not a guaranty or commitment of any
          kind of volume levels.

     5.2  MCIWC shall be responsible for providing Sales Offered to be verified
          by RMH via Hot Cut Transfer and/or Batch Transfer, at MCIWC's sole
          discretion.

     5.3  MCIWC shall be responsible for providing extended service warranties
          and maintenance (outside daily operational maintenance) for dictaphone
          equipment provided for Digital Taping performed pursuant to this
          Agreement.

     5.4  MCIWC shall appoint an MCIWC Administrator to direct activities
          pursuant to this Agreement and to manage the relationship between RMH
          and MCIWC. The MCIWC Administrator shall be:

          Michael Barker
          MCI WORLDCOM Network Services, Inc.
          6312 Fiddlers Green Circle, 600E
          Englewood, Colorado 80111

          The MCIWC Administrator may be changed upon written notice from MCIWC
          to RMH.  The MCIWC Administrator (or his designee) and RMH shall
          coordinate and project staff levels, and other aspects related to
          performance of obligations under this Agreement.

     5.5  MCIWC warrants and represents that it is capable of entering into this
          Agreement with RMH in all respects. MCIWC warrants that it does not
          hold equity ownership in RMH. MCIWC warrants and represents that it is
          not currently

                                       10
<PAGE>

EXECUTION COPY

          bound by any other agreement that, by its terms, would preclude it
          from performing its obligations under this Agreement. Notwithstanding
          the foregoing warranty, RMH will not hold MCIWC in breach of this
          Section 5.5 based on MCIWC's Agreement for Independent Verification of
          Telemarketing Sales dated December 19, 1996 with TeleQuest Quality
          Verification, Inc., which was terminated pursuant to a Wind Down
          Agreement dated July 15, 1999.

     5.6  With the exception of the Brantford facility, MCIWC shall make
          available to RMH, and maintain in operating condition reasonably
          comparable to existing RMH facilities, the computer systems and
          software, voice response units, furniture and equipment necessary to
          run the TPV Centers all at no expense to RMH.

     5.7  MCIWC shall perform or cause to be performed whatever construction is
          necessary at the TPV Centers at Sergeant Bluff, Austin, Colorado
          Springs or elsewhere to render the TPV Centers physically separate
          from telemarketing or other sales activities of MCIWC at no expense to
          RMH.

     5.8  With the exception of the Brantford facility, MCIWC shall pay for all
          MCIWC pre-approved utilities, including local telephone services and
          access and usage of long distance telephone Services, facility
          security, leasehold improvements, facilities cleaning and other
          services necessary to operate the TPV Centers. MCIWC will not
          reimburse RMH for any expense not approved in accordance with this
          Paragraph 5.8. For the Brantford facility, MCIWC will provide all
          access and usage of long distance telephone service necessary for RMH
          to perform the Services.

     5.9  MCIWC will reimburse RMH for all pre-approved employee incentive
          rewards so long as such awards are not given in connection with the
          achievement of any Sales Confirmed rate.

     5.10 MCIWC will ensure that the non-Brantford TPV Centers are available to
          RMH on or before August 16, 1999 such that RMH is able to perform
          Services in those facilities as of August 16, 1999.

     5.11 Upon request of RMH, MCIWC agrees to seek to enforce any terms of its
          Wind Down Agreement with TeleQuest Quality Verification, Inc.,
          effective July 15, 1999, which inure to the benefit of RMH.

6. COMPENSATION AND PERFORMANCE PENALTIES
   --------------------------------------

     6.1  MCIWC will compensate RMH at the following rates for actual System
          Hours performed by RMH on a monthly basis. For example, if the actual
          System Hours performed in the Brantford TPV Center are [REDACTED DUE
          TO REQUEST FOR CONFIDENTIAL TREATMENT] in a month and [REDACTED DUE TO
          REQUEST FOR CONFIDENTIAL TREATMENT] in the non-Brantford TPV Centers,
          RMH will charge MCIWC [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
          TREATMENT] per the [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
          TREATMENT] Brantford System Hours and [REDACTED DUE TO REQUEST FOR
          CONFIDENTIAL TREATMENT] per the [REDACTED DUE TO REQUEST FOR
          CONFIDENTIAL TREATMENT] non-Brantford System Hours. Beginning January
          1, 2000, the System Hour rate for the non-Brantford TPV Centers will
          be increased by [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT].

                                       11
<PAGE>

EXECUTION COPY


             [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]


          In consideration of the facilities and long distance access provided
          by MCIWC, System Hour rates for the non-Brantford TPV Centers are
          discounted by [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] per
          System Hour. The discounted rates are reflected in the table above in
          this Section of the Agreement.

     6.2  The Parties agree that should minimum wage requirements directly
          impacting the Representatives performing Services under this Agreement
          increase more than three percent (3%), that new System Hour rates will
          be mutually agreed upon.

     6.3  RMH will allocate a [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
          TREATMENT], payable credit to MCIWC in order to offset operational
          costs directly associated with new programs. This payment credit will
          be in the form of invoice reductions to be made prior to December 31,
          1999, at which time the entire [REDACTED DUE TO REQUEST FOR
          CONFIDENTIAL TREATMENT] credit will have been received by MCIWC.

     6.4  Performance Standards and Penalties. RMH shall perform in accordance
          with the following Performance Standards. Upon request by RMH, MCIWC
          will provide reporting detailing the basis for its determination of
          RMH's achievement/failure to achieve Performance Standards. The
          Performance Standard levels will determine incentives or penalties
          resulting in an adjustment of the base System Hour rate for the
          applicable billing period paid by MCIWC to RMH for the performance of
          Services under this Agreement, as follows:


             [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]


          At the end of each calendar month, the incentives/penalties assessed
          for each measurement will be added and the System Hour rate for that
          month will be adjusted accordingly. For example, if the System Hour
          Rate is [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] and a
          [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] incentive was
          earned for each measurement that month, the adjusted System Hour rate
          will be [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT].
          Beginning on the Effective Date, Performance Standards will be
          measured; however, penalties/incentives will not be assessed until
          September 1, 1999 for Quality Performance Index and November 1, 1999
          for the remaining two Performance Standards.

          If there is an event that materially changes the ability to adhere to
          Performance Standards by more than [REDACTED DUE TO REQUEST FOR
          CONFIDENTIAL TREATMENT] in any given monthly period, an adjustment to
          goals
                                       12
<PAGE>

EXECUTION COPY

          will be mutually agreed upon by the Parties. Agreement by MCIWC will
          be made via the MCIWC Administrator.

          6.4.1  Completes Per System Hour Efficiency:  Completes Per System
                 ------------------------------------
                 Hour are computed based on dividing total Completes by total
                 System Hours. Completes Per System Hour goals will be
                 communicated to RMH on a monthly basis and are subject to
                 change at MCIWC's sole discretion. The maximum
                 incentive/penalty earned for obtaining Completes Per System
                 Hour goals will be [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
                 TREATMENT] each month. If RMH exceeds or fails to meet this
                 particular performance criteria, the following
                 incentive/penalty will apply as an increase or decrease to the
                 System Hour rate for that month paid by MCIWC to RMH each
                 month.

             [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]

          6.4.2  Schedule Adherence: Two weeks prior to the start of each
                 ------------------
                 calendar month, MCIWC will deliver to RMH a Representative
                 staffing schedule and System Hours projection. RMH will be
                 required to achieve the staffing schedule/System Hour
                 projection within the [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
                 TREATMENT] acceptable range per operational hour. Schedule
                 Adherence scores will be calculated on a daily basis by
                 dividing the total number of System Hours within the acceptable
                 range by the total hours of operation. The maximum
                 incentive/penalty earned for adhering to the staff schedules
                 will be [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]
                 each day. If RMH exceeds or fails to meet this particular
                 performance criteria, the following incentive/penalty will
                 apply as an increase or decrease to the System Hour rate for
                 that month paid by MCI to RMH. However, no incentive will be
                 awarded if any [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
                 TREATMENT] or more days in the calendar month fall below
                 the [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]
                 Schedule Adherence threshold.


             [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]


          6.4.3  Quality Performance Index: MCIWC shall evaluate and rank RMH's
                 -------------------------
                 quality performance based on Quality Performance Index
                 standards. These standards are currently QM Scores, Skill Set
                 Reviews and Escalation Free Rates, as more fully defined below.
                 On not less than fourteen (14) days

                                       13
<PAGE>

EXECUTION COPY

                 prior notice to RMH, MCIWC may change the Quality Performance
                 Standards, add or delete Quality Performance Standards, or
                 revise the weightings of each Quality Performance Standard, all
                 at its sole discretion. Currently, RMH will receive scores
                 ranging from [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
                 TREATMENT] for each of the Quality Performance Index standards
                 in place for that particular month. Scores greater than
                 [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] reflect
                 above average performance, a [REDACTED DUE TO REQUEST FOR
                 CONFIDENTIAL TREATMENT] reflects acceptable performance and
                 scores less than [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
                 TREATMENT] reflect below average performance.

                    QM Scores:  The MCIWC QM Department will assess scores.  All
                    ---------
                    surveys will be scored based on total number of deficit
                    calls versus total number of perfect calls.


             [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]


                    Skill Set Reviews: MCIWC will create monthly tests for
                    -------------------
                    purposes of assessing knowledge level, which will be scored
                    by the National Verification Team. A minimum of [REDACTED
                    DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] of total
                    Representatives will need to complete the test, with no
                    Representative taking the test more than once until every
                    Representative has completed one test.


             [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]


                    Escalation Free Rate: RMH must maintain an acceptable
                    ----------------
                    Escalation Free Rate.  The Escalation Free Rate is defined
                    as the total sales handled less total number of escalations
                    and/or procedural errors validated by the National
                    Escalation Center or the National Verification Team, divided
                    by total sales handled.



             [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]


                                       14
<PAGE>

EXECUTION COPY

               Each performance measurement score will be totaled for the month
               and divided by total possible earnable points, i.e., Quality
               Performance Index ("QPI") Score = Earned Points/Total Possible
               Earnable Points. For example, if RMH received a total QPI score
               of [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] for a
               particular month and the total possible positive score than can
               be earned for that month was [REDACTED DUE TO REQUEST FOR
               CONFIDENTIAL TREATMENT], RMH would receive a [REDACTED DUE TO
               REQUEST FOR CONFIDENTIAL TREATMENT] increase to the System Hour
               rate for that month, as the QPI Score equals [REDACTED DUE TO
               REQUEST FOR CONFIDENTIAL TREATMENT].

               RMH must maintain a Quality Performance Index rating subject to
               the following measures. The maximum incentive/penalty earned for
               attaining Quality Performance goals will be [REDACTED DUE TO
               REQUEST FOR CONFIDENTIAL TREATMENT] each month. If RMH exceeds or
               fails to meet this particular performance criteria, the
               incentive/penalty set out below will apply as an increase or
               decrease to the System Hour rate paid by MCIWC to RMH for that
               month.

     [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]


     6.5  RMH will invoice MCIWC monthly within 10 days of month end. Each
          invoice will include all billable line items, including any applicable
          training, together with any applicable incentive payments or
          penalties. Each invoice will be accompanied by supporting
          documentation.

          6.5.1. Within ten (10) business days of the receipt of the invoice and
                 accompanying documentation MCIWC will determine RMH's level of
                 attainment of all Performance Standards. If MCIWC disputes any
                 portion of the invoice or RMH's monthly performance under the
                 Performance Standards, MCIWC will notify RMH as to the
                 particulars of such dispute within ten (10) business days of
                 the receipt of the disputed invoice and accompanying
                 documentation. Both Parties will make a good faith effort to
                 resolve any disputes within fifteen (15) days of receipt of the
                 notification of dispute.

          6.5.2  RMH shall not bill MCIWC for Services later than ninety (90)
                 days following the end of the month in which such Services are
                 provided, except for discrepancies arising from errors or
                 omissions in MCIWC-provided system data.

                                       15
<PAGE>

EXECUTION COPY

          6.5.3  MCIWC will immediately process and pay, via wire transfer, the
                 undisputed portion of RMH's invoice through MCIWC's normal
                 payment channels, not to exceed thirty (30) days from receipt
                 of such invoice. If the undisputed portion of RMH's invoice has
                 not been paid by MCIWC within forty-five (45) days from receipt
                 of invoice, RMH may assess a late fee of one percent (1%)
                 monthly.

     6.6  MCIWC shall have no minimum obligations of any kind, other than term
          commitments as set out herein. Notwithstanding the foregoing, MCIWC
          commits to transmitting to RMH [REDACTED DUE TO REQUEST FOR
          CONFIDENTIAL TREATMENT] of live agent volume of Sales Offered
          beginning August 1, 1999 through August 15, 1999. From August 16, 1999
          through April 30, 2000, MCIWC commits to transmitting to RMH [REDACTED
          DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] of its live agent volume of
          Sales Offered. From May 1, 2000 through termination of this Agreement,
          MCIWC commits to transmitting to RMH no less than [REDACTED DUE TO
          REQUEST FOR CONFIDENTIAL TREATMENT] of live agent volume of Sales
          Offered. RMH is not entitled to any compensation for TPV activities
          performed for MCIWC except as specifically set forth in this
          Agreement.

7. TAPE RETRIEVAL PENALTIES
   ------------------------

     7.1  For all data tapes requested by the FCC, any PUC or the NEC to support
          validation of a Sales Offered, RMH will pay to MCIWC [REDACTED DUE TO
          REQUEST FOR CONFIDENTIAL TREATMENT] per tape that is either
          unavailable, inaudible or in poor quality. All data tape requests must
          be processed through MCIWC (unless requested pursuant to legal
          process). Notwithstanding the foregoing, RMH will not be liable to
          MCIWC if it is able to produce an audible tape for the particular date
          and time in question, even if a particular call is not recorded
          thereon.

     7.2  For all data tapes requested by MCIWC that are not delivered within
          the 24 hour period set out in Section 3.10, RMH will pay to MCIWC
          [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] per day per tape,
          so long as ANI look-up capability is available at the TPV Centers.

     7.3  In addition to the indemnification obligations set forth in Section
          12.1, RMH will be financially liable for 50% of any fines or penalties
          imposed by any Federal, state or local regulatory body due to any
          negligent or intentional act or omission by RMH, or breach of any
          provision of this Agreement, while providing Services to MCIWC.
          Notwithstanding the foregoing, RMH will have no liability under this
          Section 7.3 for any fine or penalty imposed by the FCC for MCIWC's
          failure to comply with 47 CFR, Part 64, subpart K, Section 64.1150,
          subparagraph (c). RMH's liability under this Section 7.3 will be
          limited to [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] per
          occurrence, with a contract year limitation of liability of [REDACTED
          DUE TO REQUEST FOR CONFIDENTIAL TREATMENT].

     7.4  Beginning on the Effective Date, RMH must meet the obligations in
          Section 7.2; however penalties may not be assessed until September 1,
          1999. The penalties in Sections 7.1 and 7.3 may not be assessed until
          September 1, 1999.

8. TERMINATION
   -----------

                                       16
<PAGE>

EXECUTION COPY

     8.1  Either Party may terminate this Agreement for cause for breach by the
          other Party of any material provision of this Agreement, provided that
          written notice of such breach has been given to the breaching Party
          and such breach has not been cured within thirty (30) days after
          delivery of such notice.

     8.2  Either Party may terminate this Agreement immediately upon written
          notice, and without liability to the other, if (a) the other Party
          makes an assignment for the benefit of creditors other than
          assignments made in the conduct of its day-to-day business or admits
          its inability to pay its debts as they come due; (b) proceedings under
          any bankruptcy or insolvency laws are instituted against the other
          Party or a receiver is appointed for a Party or any of its assets or
          properties and such proceedings are not dismissed, discharged, or
          stayed within sixty (60) days; or (c) the terminating Party, in its
          reasonable discretion, determines that there is a material and adverse
          change in the other Party's business or financial condition.

     8.3  Either Party may terminate this Agreement, without liability to the
          other, in the event of judicial, regulatory or legislative change
          rendering performance of this Agreement impossible or illegal. Such
          Party shall provide the other with written notice of such termination
          as promptly as possible, but in no event less than ninety (90) days
          prior to the termination date.

     8.4  MCIWC may terminate this Agreement, in whole or in part, immediately
          upon notice with no right to cure, if (a) pursuant to Section 6.4,
          RMH's performance results in a financial penalty for the same
          Performance Standard for three consecutive calendar months or five
          months in any twelve-month period; or (b) pursuant to Section 7.1 and
          7.2, RMH's performance results in data tape retrieval payments
          exceeding [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] each
          month for three consecutive months or any five months in a
          twelve-month period; or (9) pursuant to Section 7.3, RMH is required
          to reimburse MCIWC for five occurrences of fines or penalties within a
          twelve-month period or meets or exceeds its contract year penalty cap
          of [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]. Termination
          under this Section is subject to RMH's obligation to continue to
          perform pursuant to this Agreement at MCIWC's discretion for up to 90
          days during a termination transition period.

     8.5  In the event there is a change of control of RMH, or any affiliate or
          subsidiary of RMH that is performing Services pursuant to this
          Agreement, MCIWC may at its election, terminate this Agreement, with
          no liability to RMH, by giving RMH written notice of its decision to
          terminate this Agreement within fifteen (15) days after MCIWC's
          receipt of RMH's notice of its change of control, which notice must be
          given immediately upon any agreement to bring about such a change of
          control. For purposes of this Section, "change of control" means (a)
          any merger or consolidation of RMH with an MCIWC Competitor or another
          company with materially adverse interests to MCIWC ("Other Party"),
          whether RMH or the MCIWC Competitor or the Other Party is the
          surviving entity, and where RMH or the MCIWC Competitor or the Other
          Party participates in revenue generating services on behalf of MCIWC
          or (b) such other transaction whereby the MCIWC Competitor or the
          Other Party acquires more than thirty-five percent (35%) of any

                                       17
<PAGE>

EXECUTION COPY

          class of RMH's voting stock accompanied by the right to elect
          directors. The termination shall be effective on such date as MCIWC
          designates in its notice.

     8.6  Should RMH undergo a merger, consolidation, or other transaction
          whereby a third-party other than an MCIWC Competitor or Other Party
          acquires more than thirty-five percent (35%) of any class of RMH's
          voting stock accompanied by the right to elect directors, RMH will
          give written notice of same to MCIWC as soon as practicable, but no
          later than ninety (90) days prior to the change in ownership.

     8.7  MCIWC may terminate this Agreement without cause upon ninety (90) days
          written notice. RMH may terminate this Agreement without cause upon
          one hundred and twenty (120) days written notice.

     8.8  If MCIWC terminates this Agreement pursuant to Sections 8.1, 8.4 or
          8.5 during the first [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
          TREATMENT] of this Agreement, it will pay to RMH [REDACTED DUE TO
          REQUEST FOR CONFIDENTIAL TREATMENT] for each month remaining in the
          first three years of the Agreement, beginning on the date of notice of
          termination. This payment is in consideration of start-up costs
          incurred by RMH in connection with the Brantford TPV Center. This
          would be the only payment MCIWC would be required to make to RMH upon
          termination pursuant to these Sections, other than payments for
          Services rendered to and through the termination date.

     8.9  If MCIWC terminates this Agreement pursuant to Sections 8.3, 8.7 or
          19.1.1, it will pay to RMH [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
          TREATMENT] for each month remaining through the initial four year term
          of the Agreement, beginning on the date of notice of termination. This
          payment is in consideration of start-up costs incurred by RMH in
          connection with the Brantford TPV Center. This would be the only
          payment MCIWC would be required to make to RMH upon termination
          pursuant to these Sections, other than payments for Services rendered
          to and through the termination date.

     8.10 Notwithstanding anything to the contrary stated above, if MCIWC
          terminates this Agreement for any reason, RMH will bear full
          responsibility for minimum monthly bill commitments and/or termination
          penalties assessed against it by Bell Canada (Stentor Companies) under
          the three-year Dedicated Services Agreement for DS-3 access necessary
          for RMH to perform the Services, which contract MCIWC entered into as
          additional consideration for this Agreement.

     8.11 During the period following notice of termination by either Party, and
          during the transition period set out in Section 8.4, RMH agrees to
          exercise its best efforts to perform an orderly and efficient
          transition to a successor provider of Services. During any such
          period, RMH agrees that its performance level will not fall below the
          lowest level of the Performance Standards. Should RMH fall below the
          lowest level of any Performance Standard during such period, it agrees
          that any financial penalties set out in Section 6.4 will be doubled.
          Effective on the date of any notice of termination given by either
          Party, any obligations set out in Section 6.6 will be of no further
          force and effect. In lieu of the obligations set out in Section 6.6,
          MCIWC will use best efforts to ensure that RMH receives no less

                                       18
<PAGE>

EXECUTION COPY

          than [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] of the
          average of the previous ninety (90) days live agent volume of Sales
          Offered following notice of termination through the termination date.

9. MCIWC PROPERTY/OWNERSHIP OF WORK
   --------------------------------

     9.1  Unless the Parties otherwise agree in writing, any property including,
          but not limited to, documentation, reports, data or other proprietary
          information, furnished to RMH by MCIWC or developed by RMH for MCIWC
          in performance of this Agreement, is and shall remain the property of
          MCIWC.

     9.2  RMH agrees that the entire right, title, and interest (including
          without limitation the exclusive right to use, reproduce, distribute,
          translate, and make derivative works) in any written, photographic,
          audio and/or video, software or other materials created, produced or
          delivered to MCIWC by RMH for use in TPV-related activities
          specifically under this Agreement, and all of their components,
          including but not limited to all scripts, training material, and
          software. (collectively, "Materials") shall remain in MCIWC and shall
          be MCIWC's exclusive property. To the extent permitted under the
          United States Copyright Act (17 U.S.C. 101), Materials shall be deemed
          "works made for hire", with MCIWC being entitled to assign freely any
          copyrights therein. MCIWC shall have the right, at its own expense, to
          obtain and to hold in its own name copyrights, registrations or such
          other protection as may be appropriate to said Materials, and to any
          extensions or renewals thereof. RMH shall give MCIWC or any person
          designated by MCIWC, without additional charge, all such information
          and shall execute all such additional documents as may be reasonably
          required to perfect the rights referred to herein. In the event any
          Materials shall not qualify as "works made for hire" within the
          meaning of the Copyright Act, RMH agrees to assign and hereby does
          assign its copyrights related to these Materials to MCIWC, and shall,
          without additional charge to MCIWC and at MCIWC's request, give MCIWC
          such information and execute any documents required to vest all such
          copyrights in MCIWC. MCIWC and its assigns shall have the full, sole
          and continuing right (without any payments or liabilities to any
          person) to use, publish, perform, reproduce and distribute throughout
          the world any or all portions of the Materials, either as a complete
          unit or in segments in any way MCIWC sees fit and for any purpose
          whatsoever.

10. CONFIDENTIALITY/PROPRIETARY INFORMATION
    ---------------------------------------

     10.1 RMH agrees that any and all confidential information and/or
          proprietary information (including Customer lists, Customer Calling
          Card Numbers, Customer name, address and billing data, call detail
          and/or financial information, information relating to Customers or
          Customer account information, information relating to MCIWC's OCIS,
          CARMS, CACS, MENTOR, SERVICELINK and/or Guidefile databases) which by
          its nature would reasonably be considered confidential or proprietary,
          as well as other material specifically designated by MCIWC in writing
          as confidential or proprietary ("MCIWC Confidential

                                       19
<PAGE>

EXECUTION COPY

          Information") furnished by MCIWC or disclosed to RMH in the course of
          this Agreement shall be and remain MCIWC property. During the term of
          this Agreement and for a period of seven years (7) years thereafter,
          RMH agrees not to reveal, disclose, divulge, sell, license, exchange,
          lease or in any other way transfer this MCIWC Confidential Information
          to any third party. RMH shall not use such MCIWC Confidential
          Information for any purposes other than the Services to be performed
          hereunder without prior express written permission of MCIWC and shall
          limit its copying of such MCIWC Confidential Information to such
          purposes and shall not disclose any such MCIWC Confidential
          Information to anyone except RMH personnel to whom such disclosure is
          necessary to carry out the purposes of this Agreement. All such
          personnel shall be appropriately notified that any such disclosure to
          them is made in confidence and shall be held in confidence. In the
          event any such MCIWC Confidential Information must be disclosed by RMH
          to a third person for the purpose of allowing RMH to provide the
          Services hereunder, RMH, shall, prior to disclosure, obtain MCIWC's
          written permission and if permission is granted, shall obtain from the
          third person a written agreement regarding the confidentiality and
          specific use of the MCIWC Confidential Information, the terms of which
          shall be substantially identical to those contained herein. RMH shall
          forward a copy of such third person's nondisclosure agreement to MCIWC
          upon written request.

     10.2 MCIWC agrees agree that any and all confidential information and/or
          proprietary information which by its nature would be reasonably
          considered confidential or proprietary, or which is specifically
          designated by RMH in writing as confidential or proprietary ("RMH
          Confidential Information") furnished by RMH or disclosed to MCIWC in
          the course of this Agreement shall be and remain RMH property. During
          the term of this Agreement and for a period of seven years (7) years
          thereafter, MCIWC agrees not to reveal, disclose, divulge, sell,
          license, exchange, lease or in any other way transfer this RMH
          Confidential Information to any third party. MCIWC shall not use such
          RMH Confidential Information for any purposes other than in connection
          with the Services to be performed hereunder without prior express
          written permission of RMH and shall limit its copying of such RMH
          Confidential Information to such purposes and shall not disclose any
          such RMH Confidential Information to anyone except MCIWC's personnel
          to whom such disclosure is necessary to carry out the purposes of this
          Agreement. All such personnel shall be appropriately notified that any
          such disclosure to them is made in confidence and shall be held in
          confidence. In the event any such RMH Confidential Information must be
          disclosed by MCIWC to a third person for the purposes relating to the
          provision of Services hereunder, MCIWC shall, prior to disclosure,
          obtain RMH's written permission and if permission is granted, shall
          obtain from the third person a written agreement regarding the
          confidentiality and specific use of the RMH Confidential Information,
          the terms of which shall be substantially identical to those contained
          herein. MCIWC shall forward a copy of such third person's
          nondisclosure agreement to RMH upon written request.

                                       20
<PAGE>

     10.3  The provisions of Paragraph 10.1 or 10.2 above shall not apply to
           information that was previously known to the receiving Party free of
           any obligation to keep it confidential as evidenced by written
           records, or information that is or has been disclosed in the public
           domain, through no fault of the receiving Party, by third persons who
           are under no obligation of confidence to either MCIWC or RMH. In
           addition, any combination of Confidential Information disclosed by a
           receiving Party, shall not be deemed to be within the foregoing
           exceptions merely because individual portions of such combinations
           are disclosed or separately known in the public domain or known by
           the receiving Party. The receiving Party may disclose confidential
           information if obligated by Court order or governmental process after
           providing the disclosing Party with prior notice that confidential
           information is being sought by legal process.

     10.4  The Parties acknowledge that the Confidential Information under this
           Agreement constitutes unique, valuable and special trade secret and
           business information of the disclosing Party, and that disclosure may
           cause irreparable injury to the disclosing Party. Accordingly, the
           Parties acknowledges and agrees that the remedy at law for any breach
           of the covenants contained in this Agreement may be inadequate, and
           in recognition, agrees that the disclosing Party shall, in addition,
           be entitled to seek injunctive relief and reasonable attorneys' fees
           and other court costs and expenses, in the event of a breach or
           threatened breach of any of the provisions of this Agreement, which
           relief shall be in addition to and not in derogation of any other
           remedies which may be available to the disclosing Party as a result
           of such breach under the arbitration provisions of this Agreement.

11. INSURANCE
    ---------

     11.1 RMH shall maintain, during the initial term and any renewal terms
          hereof, all insurance and/or bonds required by law and as set forth
          herein, including but not limited to: (a) Workmen's Compensation
          Insurance as prescribed by the law of the state in which the work is
          performed; (b) Employer's liability insurance with limits of at least
          Two Million Dollars ($2,000,000) for each occurrence; (c)
          Comprehensive general liability insurance and, if the use of
          automobiles is required, comprehensive automobile liability insurance
          for owned, hired and non-owned automobiles, with limits of at least
          Two Million Dollars ($2,000,000) combined single limit for bodily
          injury, death, and property damage; (d) Professional Liability and
          Errors and Omissions Insurance covering RMH and MCIWC against damages
          caused by RMH of at least Two Million Dollars ($2,000,000) per
          occurrence; and (e) Fidelity bond coverage, covering acts of employee
          dishonesty of at least Two Million Dollars ($2,000,000) per incident;
          (f) such other "umbrella" and "excess" policy coverage which RMH or
          its parent corporation may have in effect from time to time to cover
          the actions of RMH, its employees and agents. MCI WORLDCOM Network
          Services, Inc. is to be named additional insured for the purposes of
          this Agreement as its interests may appear. RMH shall, prior to the
          start of work, furnish, if requested by MCIWC, certificates or
          adequate proof of the foregoing insurance. Further, RMH will ensure
          that each such certificate shall state that the insurance will not be
          canceled

                                       21
<PAGE>

           or modified unless MCIWC is given thirty (30) days prior notice of
           such modification or cancellation.

     11.2  RMH shall be responsible for any loss of or damage to property owned
           by MCIWC in RMH's possession or control, where such property has been
           lost or damaged due to the negligent acts or omissions of RMH or
           RMH's agents or employees, save ordinary wear and tear.

12.  INDEMNITY/LIMITATION OF LIABILITY
     ---------------------------------

     12.1  RMH agrees to indemnify, defend and hold harmless MCIWC, its parent
           company, subsidiaries, affiliates, employees, agents and assigns from
           any and all liability to third parties (including but not limited to
           liabilities, judgments, damages, losses, claims, costs and expenses,
           including reasonable attorneys fees) arising from (a) a breach by RMH
           of its obligations under this Agreement, (b) the acts, errors,
           representations, misrepresentations, or negligence of RMH, its
           employees, affiliates, or agents, except insofar as such acts,
           omissions or performance are in compliance with any policies or
           procedures established by MCIWC, (c) any tortious claims premised on
           RMH's acts or omissions in the award or transfer by MCIWC to RMH of
           TPV business, (d) any claims for breach of any non-solicitation or
           non-competition covenant connected to the award or transfer by MCIWC
           to RMH of TPV business or (e) violation by RMH of a third party's
           trade secrets, proprietary information, trademarks, copyright or
           patent rights in connection with the performance of Services under
           this Agreement.

     12.2  MCIWC agrees to indemnify, defend and hold harmless RMH, its parent
           company, subsidiaries, affiliates, employees, agents and assigns from
           any and all liability to third parties (including but not limited to
           liabilities, judgments, damages, losses, claims, costs and expenses,
           including reasonable attorneys' fees) arising from (a) a breach by
           MCIWC of its obligations under this Agreement; (b) the acts, errors,
           representations, misrepresentations, or negligence of MCIWC, its
           employees, affiliates, or agents; (c) any tortious claims premised on
           MCIWC's acts or omissions in the award or transfer by MCIWC to RMH of
           TPV business; (d) RMH's compliance with any policy or procedure
           established by MCIWC; (e) any claims made by employees of TeleQuest
           relating to TeleQuest's obligation to provide benefits and payroll
           (i) as required by law, including but not limited to any claims under
           the Worker Adjustment and Retraining Notification Act, 29 U.S.C. 2101
           or (ii) as required by contract, such indemnity limited to claims
           arising on or before August 15, 1999; or (f) violation by MCIWC of a
           third party's trade secrets, proprietary information, trademarks,
           copyright or patent rights in connection with the performance of
           Services under this Agreement.

     12.3  NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOSS OF PROFIT,
           SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES
           (EXCEPT TO THE EXTENT THAT SUCH DAMAGES FORM PART OF AN INDEMNIFIED
           THIRD PARTY CLAIM) THAT SUCH PARTY, ITS EMPLOYEES, AGENTS OR ASSIGNS,
           MAY

                                       22
<PAGE>

           SUFFER WHICH ARE CAUSED BY OR RESULT FROM THE PERFORMANCE OR
           NONPERFORMANCE OF THIS AGREEMENT. None of the payments, fines or
           penalties set out in Section 7, above, or any damages or other claims
           subject to Section 12.1 (c), above, shall be considered subject to
           this provision.

13.  INTELLECTUAL PROPERTY/USE OF MARKS
     ----------------------------------

     13.1  Except as expressly provided in this Agreement, nothing in this
           Agreement shall be deemed to grant a Party any license, sublicense,
           copyright interest, proprietary right or other claim against or
           interest in the other Party's copyrights, patents, or other
           intellectual property.

     13.2  Except as provided in this Agreement, neither Party will use, or
           permit their respective employees, agents and subcontractors to use
           the trademarks, service marks, logos, trade names or other
           proprietary designations of the other Party, or the other Party's
           affiliates, whether registered or unregistered, without such other
           Party's prior written consent.

14.  PUBLICITY AND USE OF MCIWC'S NAME
     ---------------------------------

     14.1  Except as required by law or regulation (including any securities
           regulation) or in any legally required document in connection with
           the sale of securities, RMH agrees that neither RMH nor any of its
           subcontractors shall, without the prior written consent of MCIWC,
           such consent not to be unreasonably withheld, make any news release
           or public announcements, confirmation or denial, with respect to the
           existence or the terms and conditions of all or any part of this
           Agreement or any discussions or negotiations culminating herein, or
           the fact or nature of their participation hereunder, or any phase of
           any Services provided or activity conducted hereunder including, but
           not limited to such information as the location of MCIWC or RMH TPV
           Center, number of TPV personnel or any other information, whether or
           not confidential, which would relate to or reflect on the nature or
           quality of the service MCIWC provides to its Customers.

     14.2  Notwithstanding the foregoing, either Party may publish or issue an
           announcement intended solely for internal distribution by such Party
           or any disclosures required by legal, accounting or regulatory
           requirements beyond the reasonable control of the Party, without the
           other Party's prior written approval.

15.  IMMIGRATION LAWS COMPLIANCE
     ---------------------------

     15.1  RMH warrants, represents, covenants and agrees that it will not
           knowingly assign to perform Services under this Agreement any
           individual who is an unauthorized alien under the Immigration Reform
           and Control Act of 1986 or its implementing regulations.

     15.2  In the event any RMH personnel performing Services under this
           Agreement or other individual(s) providing Services to MCIWC on
           behalf of RMH under this

                                       23
<PAGE>

           Agreement, are discovered to be unauthorized aliens under the
           Immigration Reform and Control Act of 1986, RMH will immediately
           remove such individuals from performing Services and replace such
           individuals with individuals who are, to RMH's knowledge, not
           unauthorized aliens.

16.  ARBITRATION
     -----------

     16.1  Any dispute arising out of or related to this Agreement, which cannot
           be resolved by negotiation between MCIWC and RMH, shall be settled by
           binding arbitration in accordance with the J.A.M.S/ENDISPUTE
           Arbitration Rules and Procedures, as amended by this Agreement.
           Arbitrator selection shall be by mutual agreement, and the Parties
           shall make reasonable efforts to select an arbitrator who has
           relevant telecommunications industry experience. The costs of
           arbitration, including the fees and expenses of the arbitrator, shall
           be shared equally by the Parties unless the arbitration award
           provides otherwise. Each Party shall bear the cost of preparing and
           presenting its case. The Parties agree that this provision and the
           Arbitrator's authority to grant relief shall be subject to the United
           States Arbitration Act, 9 U.S.C. 1-16 et seq. ("USAA"), the
           provisions of this Agreement, and the ABA-AAA Code of Ethics for
           Arbitrators in Commercial Disputes. The Parties agree that the
           arbitrator shall have no power or authority to make awards or issue
           orders of any kind except as expressly permitted by this Agreement,
           and in no event shall the arbitrator have the authority to make any
           award that provides for punitive or exemplary damages. The
           Arbitrator's decision shall follow the plain meaning of the relevant
           documents, and shall be final and binding. The award may be confirmed
           and enforced in any court of competent jurisdiction. All post-award
           proceedings shall be governed by the USAA. This provision should not
           be construed so as to prohibit either Party from seeking preliminary
           or permanent injunctive relief in any court of competent
           jurisdiction.

17.  ATTORNEY'S FEES
     ---------------

     17.1  In the event that either Party is required to enforce or preserve any
           of its rights hereunder the non-prevailing Party shall pay all of the
           prevailing Party's reasonable attorneys fees and costs, including
           allocable costs of in-house counsel, incurred in connection with any
           such action.

18.  TAXES
     -----

     18.1  RMH is responsible for all taxes, licenses, permits and other
           requirements that may be imposed by federal, state or local law on
           its business. RMH will be responsible for any consumption taxes,
           including GST and provincial sales tax, sales taxes and/or US taxes
           imposed due to the sale or import of any equipment necessary to
           provide the Services into Canada.

     18.2  MCIWC is responsible for the payment of sales, use or other taxes now
           or hereafter imposed on the Services by federal, state or local
           governments where

                                       24
<PAGE>

           such tax is either expressly specified as a liability of a user of
           services of the custom is that the user pays such taxes.

19.  FORCE, MAJEURE
     --------------

     19.1  Neither Party shall be liable or deemed to be in default under this
           Agreement for any delay or failure to perform resulting from (a)
           accidents, fire, labor disputes, acts of nature or other causes
           beyond its reasonable control and without its fault or negligence,
           (b) acts or omissions of the other Party, or (c) compliance with any
           law, regulation ruling, order or requirement of any federal, state or
           municipal government or department or agency or court of competent
           jurisdiction. The failure or delay of an equipment vendor will not be
           considered to be beyond the control of a Party. Any delay resulting
           therefrom shall extend performance accordingly or excuse performance,
           in whole or in part, as may be reasonable. If either Party becomes
           aware of any factor that would cause a delay or failure in its
           performance, it must immediately notify the other Party of the
           existence of such factor and probable length of continuation thereof
           and no Party's failure or delay in performance will be excused under
           this provision before such notice is provided.

     19.2  If any force majeure situation results in the constructive shut down
           of any TPV Center for fourteen business days or more, and RMH is
           unable to provide replacement facilities to MCIWC's satisfaction
           within such fourteen day period, MCIWC has the right to terminate
           this Agreement immediately upon written notice without further
           opportunity for cure.

20.  NO ASSIGNMENT
     -------------

     20.1  This Agreement may not be assigned by any Party by operation of law,
           or otherwise, except with the prior written consent of the other
           Party.

     20.2  Notwithstanding Section 20.1, either Party may assign this Agreement,
           in whole or in part, to (a) a parent corporation, (b) any company
           into which a Party may merge or consolidate or which acquires
           substantially all of its assets or stock, or (c) a wholly owned
           affiliate of the parent corporation which is of a financial standing
           equal to or greater than that of the assignor. Any assignment under
           this Section 20.2 shall not require the consent of the other Party,
           but the assigning Party shall provide written notice to the other
           Party within thirty (30) days of such assignment.

     20.3  This Agreement shall be binding upon and inure to the benefit of the
           Parties' respective successors and assigns.

21.  SEVERABILITY
     ------------

     21.1  If any part of this Agreement proves to be invalid or unenforceable
           for any reason, such invalidity will affect only the portion of the
           Agreement that is invalid. In all other respects this Agreement will
           stand as if such invalid or

                                       25
<PAGE>

           unenforceable provision had not been a part thereof, and the
           remainder of the Agreement shall remain in full force and effect.

22.  WAIVER
     ------

     22.1  The failure of either Party to insist on the strict performance of
           any terms, covenants and conditions of this Agreement at any time or
           in any one or more instances, or its failure to take advantage of any
           of its rights shall not be construed as a waiver or relinquishment of
           any such rights or conditions at any further time and shall in no way
           affect the continuance in full force and effect of all the provisions
           of this Agreement.

23.  NO THIRD PARTY BENEFICIARIES
     ----------------------------

     23.1  This Agreement shall not provide any person or entity not a party to
           this Agreement with any remedy, claim, liability, reimbursement,
           cause of action or other right in addition to those existing without
           reference to this Agreement.

24.  NOTICES
     -------

     24.1  Any notice to be given by the Parties must be in writing, and will be
           deemed to have been given if delivered personally, if sent by
           facsimile with confirmation by an overnight mail service providing a
           receipt, or if sent by registered or certified mail to the Parties at
           the following addresses or such other address designated by notice.
           Any notice will be deemed to have been given on the day it was
           received. Any Party may change the address, person or facsimile
           number to which its communications are sent by giving notice as
           provided for herein.

     24.2  Notices to MCIWC shall be addressed to:


     MCI WORLDCOM Network Services, Inc.
     1200 South Hayes Street
     Arlington, Virginia 22202
     Attn:  Rob Marney
     Facsimile:  (703) 415-6848

     with copies to:

     MCI WORLDCOM Network Services, Inc.
     6312 Fiddlers Green Circle, 600E
     Englewood, Colorado 80111
     Attn:  Michael Barker
     Facsimile:  303-217-4142

     MCI WORLDCOM Network Services, Inc..
     1200 South Hayes Street
     Arlington, Virginia 22202
     Attn:  Law & Public Policy


                                       26
<PAGE>

     Facsimile:  (703) 415-7102

     24.3  Notices to RMH shall be addressed to:

     RMH Teleservices, Incorporated
     40 Morris Avenue
     Bryn Mawr, Pennsylvania 19010
     Attn:  Noah Asher
     Facsimile:  610-520-5354

     with a copy to:

     RMH Teleservices, Incorporated
     Wolf, Block, Schorr & Solis-Cohen
     1650 Arch Street
     Philadelphia, Pennsylvania 19103
     Attn:  Jay Dubow, Esq.
     Facsimile:  215-977-2334

25.  COMPLIANCE WITH LAW
     -------------------

     25.1  At all times during the term of this Agreement, RMH shall fully
           comply, and be and remain in compliance, with all applicable laws,
           rules and regulations, and the terms of this Agreement relating to or
           affecting the performance of its obligations hereunder, including but
           not limited to laws related to employment of labor, hours of labor,
           working conditions, payment of wages, and payment of taxes, such as
           unemployment, social security and other payroll taxes, and shall
           secure and maintain in full force and effect all licenses, permits
           and authorizations necessary for the performance of its obligations
           hereunder.

     25.2  At all times during the term of this Agreement, MCIWC shall fully
           comply, and be and remain in compliance with all applicable laws,
           rules and regulations, and the terms of this Agreement relating to or
           affecting the performance of its obligations hereunder, and shall
           secure and maintain in full force and effect all licenses, permits
           and authorizations necessary for the performance of its obligations
           hereunder.

     25.3  Each Party shall immediately notify the other Party in writing of the
           commencement or threatened commencement of any action, suit or
           proceeding, and the issuance or threatened issuance of any order,
           writ, injunction or decree, involving its activities under this
           Agreement which may affect its ability to perform its obligations
           hereunder.

26.  APPLICABLE LAW
     --------------

     26.1  This Agreement shall be interpreted, construed and governed by the
           laws of the State of New York, without regard to its conflict of law
           provisions.

                                       27
<PAGE>

27.  ENTIRE AGREEMENT
     ----------------

     27.1  This Agreement constitutes the entire Agreement between the Parties
           with respect to the subject matter hereof and all prior agreements
           and representations of the Parties related to these matters, whether
           written or oral, are merged herein and shall be of no further force
           or effect. This Agreement cannot be changed or modified except in
           writing signed by both Parties.

28.  HEADINGS
     --------

     28.1  The Paragraph numbers and captions appearing in this Agreement are
           inserted only as a matter of convenience and shall not be construed
           to define or limit any of the terms herein or affect the meaning or
           interpretation of this Agreement.

29.  NONSOLICITATION
     ---------------

     29.1  MCIWC agrees that it will not hire any exempt employee of RMH
           performing Services under this Agreement, except with the written
           approval of RMH, during the term of this Agreement and for six (6)
           months following termination or expiration of the Agreement.

     29.2  RMH agrees that it will not hire any exempt employee of MCIWC who has
           been assigned to work with RMH in connection with the Services RHM is
           performing under this Agreement except with the written approval of
           MCIWC, during the term of this Agreement and for six (6) months
           following termination or expiration of the Agreement.

     IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the
date

                                       28
<PAGE>

set forth above.

                         MCI WORLD COM Network Services, Inc.


                         By   /s/ Victor Haber
                            -----------------------------------
                         Name:  Victor Haber
                              ---------------------------------
                         Title: Vice President of Finance
                               --------------------------------


                         RMH Teleservices, Incorporated


                         By  /s/ Noah Asher
                           ------------------------------------
                         Name:  Noah Asher
                              ---------------------------------
                         Title: Executive Vice President
                                and Chief Financial Officer
                               --------------------------------

                                       29