**Exhibit10.39**Agreement # 750-03610-2002. Amendment 1**AMENDMENT NUMBER ONE TO****MASTER TELESERVICES AGREEMENT**THIS AMENDMENT Number One (the “Amendment ”) effective as of February1, 2004 is made and entered into by and between APAC CustomerServices, Inc anIllinois corporation,  with offices at Six Parkway North, Deerfield,Illinois 600l5 (“Company”) and Cellco Partnership d/b/a Verizon Wireless, aDelaware general partnership, having an office and principal place ofbusiness at 180 Washington Valley Road, Bedminster, New Jersey 07921 onbehalf of itself and for the benefits of its Affiliates (“Verizon Wireless”).**RECITALS**WHEREAS, Verizon Wireless and APAC Customer Services entered into aMaster Teleservices Agreement dated February 1, 2003, AgreementNumber 750-03610-2002, pursuant to which APAC Customer Services agreed toprovide inbound and outbound customer relationship management (CRM) andrelated services to Verizon Wireless (the “Agreement”); andWHEREAS, APAC Customer Services and Verizon Wireless now desire to amendMaster Teleservices Agreement so as to provide written agreement on a Renewal Termpursuant to which APAC Customer Services shall provide inbound and outboundcustomer relationship management (CRM) and related services; andNOW, THEREFORE, in consideration of the foregoing premises, andfor other good and valuable consideration the receipt and sufficiency ofwhich is hereby acknowledged, Verizon Wireless and APAC Customer Serviceshereby agree as follows:A. THIS AMENDMENT IS AN INTEGRAL PART OF THE AGREEMENT. THE TERMSUSED HEREIN WHICH ARE DEFINED OR SPECIFIED IN THE AGREEMENT SHALL HAVE THEMEANINGS SET FORTH IN THE AGREEMENT. IF THERE ARE ANY INCONSISTENCIESBETWEEN THE PROVISIONS OF THIS AMENDMENT AND THE PROVISIONS OF THEAGREEMENT, THE PROVISIONS OF THIS AMENDMENT SHALL CONTROL. B. RENEWAL OF AGREEMENT. The Renewal Term is effective as of the 1st day of February 2004and shall continue in effect through February 28, 2005 unless terminatedpursuant to the Agreement. C. AMENDMENT OF AGREEMENT. The following provisions amend the Agreement.Capitalized terms not otherwise defined in this Amendment and used in thissection shall have the meanings ascribed thereto in the Agreement. 1. Section 6.3 of the Agreement is herby deleted and restated in itsentirety: “6.3   Invoices will be prepared and sent to the personsand addresses designated by Verizon Wireless in each AuthorizationLetter.” 2. Exhibit A is hereby deleted and restated as setforth in the attached Exhibit A.**Cellco Partnership d/b/a Verizon Wireless — Proprietary and Confidential.**
 
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Agreement# 750-03610-2002. Amendment 1 3. Attachment A-1 is hereby deleted and restated as set forth in the attachedAttachment A-1.  4. Exhibit B is hereby deleted and restated as set forth in the attached Exhibit B.  5. Exhibit D is hereby deleted and restated as set forth in the attached Exhibit D.  6. Exhibit E is hereby deleted and restated as set forth in the attached Exhibit E.  7. Exhibit F is hereby deleted and restated as set forth in the attached Exhibit F.  8. Attachment F-1 is attached hereto and made part of this Agreement.  9. Attachment F-2 is attached hereto and made part of this Agreement.  10. Exhibit I is hereby deleted and restated as set forth in the attached Exhibit I.  11. Exhibit J is hereby deleted and restated as set forth in the attached Exhibit J.  12. Exhibit L is hereby deleted and restated as set forth in the attached Exhibit L.  13. Exhibit M is hereby deleted and restated as set forth in the attached Exhibit M.D. EFFECT OF AMENDMENT. Except as amended hereby, the Agreement shall continue in fullforce and effect. E. SEVERABILITY. If oneor more provisions of this Amendment are held to be unenforceable underapplicable law, such provision shall be excluded from this Amendment and the balance of theAmendment shall be interpreted as if such provision were so excluded and shall be enforceablein accordance with its terms. F. COUNTERPARTS. This Amendment may be executed in any number of counterparts, each of whichwill be deemed an original, and all of which together shall constitute one instrument. Thisamendment may be executed originally or by facsimile, and when so executed and delivered shallbe deemed to be an original. It shall become binding when executed and delivered by bothparties. G. ENTIRE AGREEMENT. This Amendment together with the Agreement and Authorization Lettersissued pursuant to the Agreement, constitutes the entire Agreement and understanding betweenthe parties with respect to the subject matter hereof, and supersedesany and all prior orcontemporaneous Agreements, understandings, arrangements, commitments, negotiations anddiscussions of the parties, whether oral or written (all of which shall have no substantivesignificance or evidentiary effect) with respect to the subject matter hereof. Each partyacknowledges, represents and warrants that it has not relied on any representation, Agreement,understanding, arrangement, or commitment, which has not been expressly set forth in thisAmendment, the Agreement or any previous amendment to the Agreement.**CellcoPartnership d/b/a Verizon Wireless — Proprietary and Confidential.**
 
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Agreement # 750-03610-2002. Amendment 1This Amendment is hereby executed as of the date first written above.             **CELLCO PARTNERSHIP**     **APAC CUSTOMER SERVICES, INC.**    **d/b/a VERIZON WIRELESS**                   By: /s/ L. C. McAdam   By: /s/ David LaBonte              Name: LOWELL C. McADAM    Name: David LaBonte   Title: EXECUTIVE VICE PRESIDENT &