CONSULTING AGREEMENT BETWEEN

                               CELLCO PARTNERSHIP

                                      AND

                     CONVERSION SERVICES INTERNATIONAL, INC.


<PAGE>



                                TABLE OF CONTENTS

                                                                            Page
Article 1.     Scope         ..................................................1
Article 2.     Term of Agreement...............................................1
Article 3.     Testimony.......................................................1
Article 4.     Payment.........................................................1
Article 5.     Termination.....................................................2
Article 6.     Notice..........................................................2
Article 7.     Changes.........................................................2
Article 8.     Laws, Rules and Regulations.....................................2
Article 9.     Professionalism.................................................3
Article 10.    Insurance.......................................................3
Article 11.    Independent Contractor..........................................3
Article 12.    BAM's Property..................................................3
Article 13.    Infringement....................................................4
Article 14.    Plant Rules and Security Requirements...........................4
Article 15.    Use and Ownership of Information................................4
Article 16.    Publicity.......................................................5
Article 17.    Governing Law...................................................5
Article 18.    Assignment......................................................5
Article 19.    Waiver..........................................................6
Article 20.    Entire Agreement................................................6
Article 21.    Audit...........................................................6
Article 22.    Subcontracting..................................................6
Article 23.    Article Headings................................................6
Article 24.    Severability....................................................6
Article 25.    Non-Discrimination..............................................6
Article 26.    Warranties......................................................6
Article 27.    Acceptance......................................................7
Article 28.    Indemnification.................................................7
Article 29.    Limitation of Liability.........................................7
Article 30.    Force Majeure...................................................7
Article 31.    Business Conduct................................................7
Scope of Work..........................................................Exhibit A
Form of Authorization Letter...........................................Exhibit B
Rate Schedule..........................................................Exhibit C
Non-Disclosure Agreement...............................................Exhibit D
Non-Discrimination.....................................................Exhibit E
<PAGE>

      This  agreement  is entered  into this 29th day of October,  1997,  by and
between Cellco Partnership, a Delaware General Partnership, having its principal
place of business at 180 Washington  Valley Road,  Bedminster,  New Jersey 07921
(doing business as Bell Atlantic  Mobile and  hereinafter  referred to as "BAM")
and Conversion Services International, Inc., a corporation, having its principal
place of  business at 615 West Mount  Pleasant  Avenue,  Livingston,  New Jersey
07093 ("Company").

ARTICLE 1. SCOPE

      1.1 Company shall furnish  services to BAM in accordance with the scope of
work attached  hereto as Exhibit A, and as specified in letters issued from time
to time by BAM and accepted by Company in the form appended hereto as Exhibit B,
hereinafter  referred to as an "Authorization  Letter". The term "Project" shall
mean the work described in and authorized by an Authorization  Letter.  The term
"Consultant"  shall refer to all persons  furnished  by Company  (employees  and
permitted   subcontractors).   BAM  shall  appoint  a  Project  Leader  in  each
Authorization Letter issued by BAM under this Agreement.

      1.2 All work performed by the  consultant  under an  Authorization  Letter
shall be monitored through the use of status reports. Consultant shall prepare a
status  report  for  submission  to the BAM  Project  Leader.  The  content  and
frequency of the status reports shall be specified in the Authorization Letter.

ARTICLE 2.  TERM OF AGREEMENT

      This  Agreement  shall  become  effective  on the date set forth above and
shall continue in effect for one (1) year ("Term")  unless  terminated by either
party as provided in Article 5 and shall  automatically renew for subsequent one
(1) year terms at each annual anniversary (a "Renewal Term").

ARTICLE 3.  TESTIMONY

      Matters  relating  to  this  Agreement  may  be in  issue  before  various
regulatory or judicial bodies. Company agrees to have appropriate members of its
firm,  including senior members,  willing to testify at appropriate times and at
reasonable  fees  regarding any aspect of this  Agreement as known to Company or
Consultant.

ARTICLE 4.  PAYMENT

      4.1 The cost to BAM for the  performance of the Project(s) to be completed
hereunder  shall not exceed the  amount  set forth in the  Authorization  Letter
("Amount  Authorized")  issued for the actual travel ad  out-of-pocket  expenses
directly related to the Project.  All expenses in excess of Twenty-five  Dollars
($25.00)  must have prior  written  approval,  and must be  documented  to BAM's
reasonable satisfaction and will be reimbursed monthly upon receipt of documents
supporting  such  expenses.  Invoices for services  performed and not previously
billed shall be submitted monthly by Company, payable within thirty (30) days of
receipt by Accounts Payable. The rates set forth in Project or completion of the
Project  (if  applicable)  in  accordance  with the  Authorization  Letter,  and
acceptance thereof by BAM, and as full compensation to Company, BAM shall pay to
Company  the  Amount  Authorized  as  mutually  agreed  upon and  stated in each
Authorization Letter.
<PAGE>

      4.2 It is expressly  understood and agreed that this Agreement is intended
solely  to  establish  uniform  and  consistent  terms  and  conditions  for any
Authorization  Letter(s)  BAM may  choose to issue to  Company,  that BAM is not
obligated to issue any Authorization  Letter(s) to Company,  that this Agreement
does not grant  Company  an  exclusive  privilege  to  provide to BAM any or all
services which BAM may require, and that BAM may contract with other contractors
for the procurement of comparable services.

      4.3  BAM  shall  pay  Company  the  Amount  Authorized  as  stated  in the
Authorization   Letter,   in  accordance  with  the  terms  hereof  and  in  the
Authorization Letter. No payments shall be made for any services performed prior
to the execution of the Authorization Letter by the Company.

      4.4 All  invoices  from Company to BAM shall be sent to Ban at the address
indicated in the  Authorization  Letter and must  include the  Contract  number,
which is provided in the Authorization Letter.  Company's last invoice submitted
shall be marked "FINAL".

ARTICLE 5.  TERMINATION

      5.1 This  Agreement  may be  terminated  upon the  earlier to occur of the
following:  (a) either party  providing  written notice at least sixty (60) days
prior to the  expiration  of the Term or Renewal Term as  applicable,  with such
termination  being  effective  as of the end of such  Term  or  Renewal  Term as
applicable,  or (b) in the Event of a Default  or  breach of this  Agreement  by
Company. Any of the following shall be considered n "Event of Default":

      a)    Company is adjudged bankrupt or insolvent; or
      b)    Company makes a general assignment for the benefit of its creditors;
            or
      c)    A trustee or  receiver  is  appointed  for Company or for any of its
            property; or
      d)    Any  petition by or on behalf of Company is filed to take  advantage
            of any debtor's act or to reorganize under the bankruptcy or similar
            laws; or
      e)    Company,   in  the  judgment  of  BAM,  does  not  supply  qualified
            Consultants  for  performance  required  by  BAM's  Projects;  or
      f)    Company fails to make prompt  payments to any  Consultant for labor;
            or
      g)    Company disregards laws, ordinances, rules, regulations or orders of
            any public authority; or
      h)    Company  otherwise  violates  any  provision of this  Agreement,  as
            applicable.

      5.2 Any  Authorization  Letter,  in whole or in part,  ma be terminated or
suspended by BAM by providing seven (7) days prior written notice.
<PAGE>

      5.3 In the event of any such  termination,  Company  shall be  entitled to
payment for all services satisfactorily performed by Company and accepted by BAM
prior to the effective date of  termination;  provided.  However,  that any such
payment  shall be subject to any  provision  for the limit of  expenditures  set
forth in the Authorization  Letter(s) and the limitations set forth herein. Such
payment  shall  constitute  full  settlement of any and all claims of Company of
every description,  including profit.  Company's obligations including,  but not
limited to, indemnification and warranty,  shall survive any termination of this
Agreement or Authorization Letter, as applicable.

ARTICLE 6.  NOTICE

      Any notice to be given  hereunder by either party to the other shall be in
writing and shall be valid and  sufficient if dispatched  by: (a)  registered or
certified mail, return receipt requested,  postage prepaid in any post office in
the United States; (b) hand delivery;  (c) recognized overnight courier prepaid;
or (d) via  facsimile  transmission  upon  electronic  confirmation  of receipt.
Notice shall be addressed as follows:
<TABLE>
<CAPTION>

<S>   <C>                              <C>
BAM:  Bell Atlantic Mobile             Company: Conversion Service International, Inc.
      180 Washington Valley Road       615 West Mount Pleasant Avenue
      Bedminster, New Jersey 07921     Livingston, New Jersey 07039
      Attn: Executive V.P. & C.T.O.    Attn: Pattie Bubernak
</TABLE>

If either party changes its address  during the term hereof,  it shall so advise
the other party in writing and any notice thereafter  required to be given shall
be sent to such new address.

ARTICLE 7.  CHANGES

      BAM may, at any time,  make  changes in or additions to the services to be
supplied  within the general scope of this  Agreement.  An equitable  adjustment
shall be made if any such change  affects the time of performance or the cost of
the services to be performed under this agreement. Nothing in this Article shall
excuse Company from proceeding with the work as added to or changed.

ARTICLE 8.  LAWS, RULES AND REGULATIONS

      If required by federal law, Company shall comply, at its own expense, with
the  provisions of the Fair Labor  Standards  Act of 1938,  as amended,  and all
other applicable state and municipal requirements and those of state and federal
laws applicable to Company as an employer of labor or otherwise.

ARTICLE 9.  PROFESSIONALISM

      9.1 The  services  to be provided by Company  under this  Agreement  shall
proceed with  promptness and diligence and shall be executed in accordance  with
the highest professional standards in the field, to BAM's satisfaction.

      9.2 Company shall remove from the Project, at BA's request, any Consultant
furnished by Company  who, in BAM's  opinion,  is  incapable,  uncooperative  or
otherwise  unacceptable  in the  execution of the services to be provided  under
this Agreement.
<PAGE>

      9.3  BAM  shall  have  the  option  to  require  Company  to  correct  any
deficiencies in its work product or services.  Deficiencies are to be determined
by generally accepted professional standards, including the use of peer review.

ARTICLE 10.  INSURANCE

      10.1 Company shall secure and maintain at its expense  during the Term, or
Renewal Term as applicable,  the following:  (i) statutory worker's compensation
insurance  and  employer's  liability  insurance  in an  amount  no less than $1
million per occurrence (ii) commercial general liability  insurance in an amount
no less than $1 million per occurrence  combines  single limit and $2 million in
the aggregate for claims for damages because of bodily injury  (including death)
and/or property  damage,  caused by, or arising out of, its acts or omissions or
those of its Consultants;  (iii) automobile  liability insurance in an amount no
less than $500 thousand  combines single limit for bodily injury and/or property
damage,  such insurance to include  coverage for all autos  including  hired and
non-owned  vehicles;  and (iv) excess  liability  insurance in the umbrella from
with a combined single limit of $3 million.

      Company shall also secure and maintain at its expense  during the Term, or
Renewal Term as applicable,  professional  errors and omissions insurance with a
minimum amount of $1 million per occurrence.

      t 6 0 10.2 BAM shall be names as  additional  insured on all  policies  if
insurance  purchased by company except worker's  compensation  and  professional
liability policies. Company shall furnish certificates evidencing such insurance
to BAM within ten days of the execution of this Agreement and thereafter on each
anniversary of the Effective Date or upon written request of BAM. Each insurance
policy  shall state by  endorsement  that such  policy  shall not be canceled or
materially changed without at least ten (10) days prior written notice to BAM by
registered mail, and shall  immediately  notify BAM of any reduction or possible
reduction in the limits of any such policy where such  reduction,  when added to
any previous reductions, would exceed twenty-five (25%) percent of the limits.

ARTICLE 11. INDEPENDENT CONTRACTOR

      Neither  Company nor its officers,  directors,  or  Consultants,  shall be
deemed to be employees or agents of BAM, it being  understood that Company is an
independent  contractor for all purposes and at all times;  and Company shall be
solely  responsible for the safety and supervision of its Consultants as well as
for the withholding and payment of all federal,  state and local personal income
taxes, social security, unemployment and sickness disability insurance and other
payroll taxes with respect to its employees,  including  contributions from them
when and as required by law.  Company  shall timely pay such taxes or charges to
the appropriate governmental agencies.  Company shall be liable for all workers'
compensation benefits, premiums and other similar charges.

      Company shall  indemnify  and hold  harmless BAM for any taxes,  interest,
penalties,  damages,  costs,  charges,  expenses or other sums  incurred by BAM,
including,  but  not  limited  to,  charges  or  assessments  from  any  revenue
authority,  arising from any claim against BAM or any of its affiliates, by such
authority  based on the services  provided under this Agreement or  compensation
therefore.
<PAGE>

ARTICLE 12. BAM'S PROPERTY

      12.1 Title to all property  owned by BAM and  furnished  to Company  shall
remain in BAM.

      12.2 Any  property  owned by BAM and in  Company's  possession  or control
shall be used only in the  performance  of this Agreement  unless  authorized in
writing by BAM.  Company  shall  adequately  protect  such  property,  and shall
deliver or return it to BAM or otherwise dispose of it as directed by BAM.

      12.3 Company  shall be  responsible  for any loss of or damage to property
owned by BAM and in Company's possession or control.

ARTICLE 13. INFRINGEMENT

      13.1 The following terms apply to any  infringement,  suit for or claim or
allegation of infringement of any patent, trademark,  copyright, trade secret or
other proprietary interest (collectively referred to as "IP Claim") based on the
manufacture,  use, sale, or importation  into the United States of any material,
equipment,  product,  program or service ("Product or Service") furnished to BAM
under or in  contemplation  of this Agreement.  Company shall indemnify and hold
harmless  BAM  and  any  of  its  affiliates,  customers,  officers,  directors,
employees,   assigns,  and  successors  for  any  loss,  damage,  expense,  cost
(including,  but not limited to, any attorney's fees incurred in the enforcement
of this  indemnity) or liability that may result by reason of any such IP Claim,
and  Company  shall  defend or  settle,  at its own  expense,  and such IP Claim
against BAM.

      13.2 BAM  shall  provide  Company  written  notice  of any IP  Claim  that
identifies a Product or Service  provided to BAM hereunder and tender to Company
sole control of any such action or settlement negotiations to the extent covered
by the  indemnification  provided herein.  Company shall keep BAM advised of the
status of any such IP Claim and if its defense  and/or  negotiation  efforts and
shall afford BAM  reasonable  opportunity  to review and comment on  significant
actions  planned to be taken by  Company on behalf of BAM.  If any such IP Claim
involves other vendors of BAM,  Company shall cooperate as reasonably  necessary
to effectively defend BAM. BAM shall, at Company's expense, reasonably cooperate
with  Company in the defense of BAM.  The  omission of BAM to provide  notice to
Company of any such  action  shall not relieve  Company  from any  liability  in
respect of such  action  which it may have to BAM on  account  of the  indemnity
agreement  contained  in the Section 13,  except to the extent  Company may have
been prejudiced by the failure to give notice.

      13.3 If the use, manufacture,  sale, or importation,  in the United States
of any Product or Service  furnished  hereunder  becomes subject to an IP Claim,
Company shall, at BAM's option and at no expense to BAM, (i) by license or other
release from claim of infringement  obtain for BAM and BAM's customers the right
to make,  use, sell and/or import into the United States the Product or Service,
as  appropriate;  or (ii)  substitute  an equivalent  non-infringing  Product or
Service  reasonably  acceptable to BAM, which meets the  specifications  for the
Product or Service,  and extend this  indemnity  thereto,  or (iii)  modify such
Product  or  Service  to  make  it  non-infringing  but  continue  to  meet  the
specifications  therefore, and extend this indemnity thereto; or (iv) accept the
return of the Product or Service and reimburse BAM the purchase price therefore,
less a reasonable  charge for reasonable wear and tear, and release BAM from all
future payments under this Agreement or Authorization Letter.
<PAGE>

ARTICLE 14. PLANT RULES AND SECURITY REQUIREMENTS

      Company and all Consultants  shall,  while on BAM's premises,  comply with
all plant rules and  regulations  in effect at such premises,  including  salary
requirements.   Company's  rights  of  entry  shall  be  subject  to  applicable
governmental security laws.

ARTICLE 15. USE AND OWNERSHIP OF INFORMATION

      15.1 Company  shall  execute the  "Non-Disclosure  Agreement"  in the form
appended  hereto as Exhibit D. All  Consultants  shall be provided a copy of the
executed  "Non-Disclosure  Agreement" and shall execute an  "Acknowledgement" in
the form attached to the  "Non-Disclosure  Agreement" as Attachment A of Exhibit
D.

      15.2 Ownership of, and all right, title, and interest, including copyright
and other proprietary rights, in the ideas, material,  concepts, plans, creative
works,  data,  programming  code and other  knowledge  authored,  originated  or
developed  by  Company or  Consultant  as part of the  services  covered by this
Agreement  (herein referred to as the "Work") is and shall be transferred to and
vested in BAM. In order to effectuate the foregoing,  it is expressly understood
and acknowledged  that the Work is specially  ordered by BAM and is to be a work
made for hire under the U.S.  copyright  laws. In addition,  any and all rights,
title, and interest which Company may have in the Work, including any copyright,
trademark,  trade secret,  or other  proprietary  rights,  under the laws of the
United States or of any other jurisdiction,  and hereby irrevocably  assigned by
Company to BAM, in perpetuity.  Company agrees to assist and cooperate with BAM,
and to execute all appropriate  documents,  to perfect BAM's rights in the Work.
In the event that such works do not qualify to be a work made for hire,  Company
hereby  irrevocably  transfers,  assigns  and conveys  the  exclusive  copyright
ownership  thereof  to BAM,  free  and  clear  of any  liens,  claims  or  other
encumbrances, to the fullest extent permitted by law.

      15.3  Company  warrants  the  originality  of the  Work  prepared  for BAM
hereunder,  its provisions to and  preparation  for BAM  exclusively and that no
portion of the Work  prepared  for BAM under this  Agreement is derived from any
work owned by another party. Company must obtain BAM's prior written approval to
use any third party work or Company's reused software or data in the development
of,  or  incorporation  within,  materials  to be  delivered  pursuant  to  this
Agreement.  In such event,  Company shall clearly  identify all such third party
work and will obtain for BAM a non-exclusive,  perpetual, royalty-free worldwide
license to make, use, sell and sublicense such work, software, or data.
<PAGE>

      15.4 Company shall promptly make a complete  written  disclosure to BAM of
each   invention,   discovery  or  improvement,   whether   patentable  or  not,
(hereinafter  referred to as "Disclosed Subject") conceived of or first actually
reduced to practice solely or jointly,  by BAM's employees or Company and/or its
Consultant(s)  during the term of this  Agreement and in the  performance of the
services  hereunder.  As to each such Disclosed  Subject,  Company shall provide
written notice to BAM to  specifically  point out the features or concepts which
Company believes to be new or different.

      15.5 While Company and/or its  Consultants  are engaged in the performance
of services hereunder, inventions may be made or conceived of for the first time
reduced to practice by said  Consultants,  either solely or jointly with others,
in  the  course  of,  r as  a  result  of,  such  performance  of  services.  In
consideration  of the payment by BAM to Company of the amounts  specified in the
Authorization  Letter for the performance of services hereunder,  Company hereby
does assign and will assign to BAM all right,  title and interest in and to such
inventions,  discoveries and improvements,  and Company further agrees,  without
charge to BAM, but at BAM's  expense,  to execute,  acknowledge  and deliver all
such papers as may be necessary to obtain patents for such inventions in any and
all countries of the world and to vest title hereto in BAM, its  successors  and
assigns.  Company shall have and acquire from its Consultants  such  assignments
and rights as to assure that BAM shall receive all of the rights provided for in
this  Agreement.  Company shall provide a copy of all documents to show that all
Work and  intellectual  property  developed by it and its Consultants  have been
transferred to the Company.

ARTICLE 16.  PUBLICITY

      Company  shall  not issue or  release  for  publication  any  articles  or
advertising  or publicity  matter  relating to the work  performed  hereunder or
mentioning  or implying  the name of BAM or any of its  personnel,  unless prior
written consent is granted by BAM.

ARTICLE 17.  GOVERNING LAW

      This  Agreement  shall be  governed  by the laws of the  State of New York
without reference to its provisions on conflict of laws.

ARTICLE 18.  ASSIGNMENT

      Any  assignment  of this  Agreement,  in whole or in  part,  or any  other
interest hereunder without BAM's written consent,  except an assignment confined
solely to monies due or to become due,  shall be void.  It is  expressly  agreed
that any such  assignment of monies shall be void to the extent that it attempts
to impose upon BAM obligations to the assignee additional to the payment of such
monies,  or to preclude BAM from dealing solely and directly with Company in all
matters   pertaining   hereto,   including  the  negotiation  of  amendments  or
settlements  of amounts due. It is further  agreed that BAM, upon written notice
to  Company,  may  assign  this  Agreement,  in whole or in part,  or any of its
rights,  duties and obligations under this Agreement to its parent, an affiliate
or  affiliates  of BAM  or to a  partnership  partnerships  in  which  BAM or an
affiliate has an interest.
<PAGE>

      This  Agreement  shall inure to the benefit of, and shall be binding  upon
the parties hereto and their respective successors and permitted assigns.

ARTICLE 19.  WAIVER

      No  provision  of this  Agreement  shall be  deemed  waives,  amended,  or
modified by either party,  unless such waiver,  amendment o  modification  be in
writing and signed by the party against whom it is sought to enforce the waiver,
amendment or modification.

ARTICLE 20.  ENTIRE AGREEMENT

      This  Agreement,  together  with all  attachments,  and any  Authorization
Letter(s) issued  hereunder,  constitutes the entire  agreement  between BAM and
Company with respect to the subject  matter hereof and  supersedes  any prior or
contemporaneous  oral or  written  representations  with  regard to the  subject
matter. Any terms or provisions on any Company forms,  including but not limited
to acknowledgements  and/or invoices,  shall be deemed deleted and of no effect.
This Agreement may not be amended or modified without specific written provision
to that effect, signed by both parties.

ARTICLE 21.  AUDIT

      Company shall maintain  complete records of all costs payable by BAM under
the terms of this Agreement for three (3) years after  termination of Agreement.
Such records shall specifically include, but are not limited to, timesheets. All
such records  shall be  maintained  in  accordance  with  recognized  accounting
practices. BAM shall have the right, through its authorized representatives,  to
examine and audit such  records at all  reasonable  times.  The  correctness  of
Company's billing shall be determined by such audits.

ARTICLE 22.  SUBCONTRACTING

      Company shall not,  without the prior written consent of BAM,  subcontract
any  portion  of  the  work  covered  by  this  Agreement  and/or  Authorization
Letter(s).  Any  subcontractor  consented  to must  agree to all the  terms  and
condition of this  Agreement and Company shall be liable for the conduct of such
subcontractor to the same extent as Company's liability under this Agreement.

ARTICLE 23.  ARTICLE HEADINGS

      The  headings of the several  Articles are  inserted  for  convenience  of
reference  only and are not intended to be a part of it to affect the meaning or
interpretation of this Agreement.

ARTICLE 24.  SEVERABILITY

      If any  provision or portion  thereof of this  Agreement is invalid  under
applicable  statute  or rule of law,  it is  only to that  extent  to be  deemed
omitted, and such unenforceability  shall not affect any other provision of this
Agreement,  but this Agreement shall then be construes as is such  unenforceable
provision or provisions had never been contained herein.
<PAGE>

ARTICLE 25.  NON-DISCRIMINATION

      The applicable  provisions in the attachment entitles  "Nom-Discrimination
Compliance  Agreement"  shall form a part of this  Agreement  and any  amendment
thereto (Exhibit E).

ARTICLE 26.  WARRANTIES

      26.1  Company  represents  and  warrants to BAM and its  assigns  that all
services  performed  under this Agreement  shall be of the highest  quality free
from faults and defects and in conformity  with the best trade  practices in the
industry.  This warranty  shall be in addition to, and not in limitation if, any
other warranty or remedy provided by law.

      26.2  Company  represents  and  warrants  that no potion  of the  material
prepared  for BAN or services  rendered to BAM under this  Agreement  is derives
from or includes any copyrighted or similarity  protected  material,  other than
such  material as Company  has  provided a license or other  evidence  from such
owner f the ability to do so.

      26.3 Company  represents and warrants to BAM that any software provided to
BAM by Company does not contain or will not contain any  Self-Help  Code nor any
Unauthorized Code )defined below).

      As used in this  Agreement,  "Self-Help  Code" means any back door,  "time
bomb".  drop dead  device,  or other  software  routine  designed  to  disable a
computer  program  automatically  with the passage of time or under the positive
control of a person other than a licensee of the program,  Self-licensor  if the
computer program (or other person acting by authority of the licensor) to obtain
access to a licensee's  computer  system(s) (e.g.,  remote access via modem) for
purposes of maintenance or technical support.

      As used in this  Agreement,  "Unauthorized  Code" means any virus,  Trojan
horse,  worm, or any other software routine or hardware  components  designed to
permit  unauthorized  access to disable,  erase,  or  otherwise  harm  software,
hardware,  or data or to perform any other such actions.  The term  Unauthorized
Code does not include Self-Help Code.

      Company shall remove promptly any such Self-Help Code or Unauthorized Code
in the software f which it is notified or may discover.

      Company shall indemnify BAM against any loss or expense arising out of any
breach of this warranty.

      26.4 Company  represents  and warrants to BAM that all software,  hardware
and related  services  provided by Company to BAM under this Agreement  shall be
"Year 2000 Compliant" meaning that (i) they will perform on and after January 1,
2000 in as good a manner as before  such date,  and (ii) they shall at all times
manage,  manipulate  and report data involving  dates  (including the year 2000,
dates  before  and after the year 2000,  and  single-century  and  multi-century
formulas)   without   generating   incorrect  values  or  dates  or  causing  an
abnormally-ending scenario within an application.
<PAGE>

ARTICLE 27.  ACCEPTANCE

      BAM shall have the right to conduct whatever testing it deems  appropriate
in order to determine if acceptance  criteria  provided in Authorization  Letter
has been  satisfied.  BAM shall  have an  acceptance  period of sixty (60) days,
unless otherwise specifies in the Authorization Letter.

ARTICLE 28.  INDEMNIFICATION

      28.1 Company shall defend,  indemnify, and save harmless BAM, its parents,
subsidiaries and affiliates, and their directors, officers, agents and employees
from any and all  liabilities,  claims or  demands  whatsoever,  (including  the
costs, expenses and reasonable attorney's fees incurred on account thereof) that
may be made by any person,  specifically including,  but not limited to, Company
and/or its Consultants,  including, but not limited to, claims for bodily injury
(including death to persons) or damage to property  (including theft) occasioned
by or alleged to have been  occasioned  by the acts or  omissions of the Company
and/or its Consultants whether negligent or otherwise.

      28.2  Company  shall  defend  BAM  at  BAM's  request,  against  any  such
liability,  claim or demand. The foregoing  indemnification  shall apply whether
Company or BAM  defends  such suit or claim and  whether  the  death,  injury or
property  damage is caused by the sole acts or  omissions  of  Company or by the
concurrent acts or omissions of BAM and Company hereunder.  BAM agrees to notify
Company  promptly of any written claim or demands  against BAM for which Company
is responsible hereunder.

ARTICLE 29.  LIMITATION OF LIABILITY

      IN NO EVENT SHALL BAM BE LIABLE TO  COMPANY,  OR ITS  CONSULTANTS,  OR ANY
THIRD PARTY, FOR ANY INDIRECT,  INCIDENTAL,  SPECIAL,  CONSEQUESNTIAL,  PUNITIVE
DAMAGES,  OR LOST PROFITS FOR ANY CLAIM OR DEMAND OF ANY NATURE OR KIND, ARISING
OUT OF OR IN  CONNECTION  WITH  THIS  AGREEMENT  OR THE  PERFORMANCE  OR  BREACH
THEREOF.

ARTICLE 30.  FORCE MAJEURE

      In no event  shall  either  party have any  liability  for any  failure to
comply with this  Agreement,  if such failure results from the occurrence of any
contingency  beyond  the  reasonable  control of the  party,  including  without
limitation,  strike  or other  labor  disturbance,  riot,  theft,  flood,  fire,
lightning,  storm,  any act of God,  power  failure,  war,  national  emergency,
interference  by any government or governmental  agency,  embargo,  seizure,  or
enactment of any law, statute, ordinance, rule or regulation.

ARTICLE 31.  BUSINESS CONDUCT

      Company  shall take all measures  necessary to ensure that Company  and/or
its  Consultant(s)  shall  conduct  themselves  in  accordance  with the highest
standards of honesty,  integrity and fair dealing including, but not limited to,
compliance  with any ethical codes  promulgated by BAM and applicable to parties
providing consulting services.
<PAGE>

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

CELLCO PARTNERSHIP                      CONVERSION SERVICES INTERNATIONAL, INC.
by Bell Atlantic Mobile, Inc.
its managing general partner


Name:   Richard J. Lynch               Name:  Scott Newman

Title:  Executive V.P. and C.T.O.      Title: President