<PAGE>

                                                                   Exhibit 10.14


          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.

                             TELESERVICES AGREEMENT

         THIS AGREEMENT, (the "Teleservices Agreement"), is made this 1st day of
May, 2004, by and between E-commerce Support Centers, Inc. d/b/a Market Central,
Inc., organized and existing under the laws of the State of North Carolina and
having its principal place of business at 1650A Gum Branch Road Jacksonville,
North Carolina 28540 ("Market Central") and SmartBargains.com, LP, organized and
existing under the laws of the State of Delaware having its principal place of
business at 10 Milk Street Boston, MA 02108 (hereinafter referred to as the
"Customer or SB").

                                    RECITALS

     1.  Market Central is in the business of, among other things, providing
         various services including but not limited to contact center and
         customer services to customers;

     2.  The Customer wishes to use Market Central's services ("Services") for
         its customers/clients.

NOW THEREFORE, in consideration of the mutual covenants and conditions contained
herein the parties agree to the following:

1.   SERVICES. Market Central's methodology for the program will be as follows:

     A.  Inbound Customer Service Program

         Helpdesk Services

         Market Central will provide dedicated and pooled customer service
         representatives to Customer as needed to support any forecasts provided
         by SB. Market Central will provide customer service support for
         Customer's products and services. Market Central will provide services
         to SB and its various marketing channels and affiliates (collectively,
         "SB") via email response, web chat, and inbound 800 services and other
         services as mutually agreed. The support provided hereunder will be in
         accordance with the service levels set forth in the Statement of Work
         attached as Exhibit A and include but is not limited to:

                  o        ORDER MANAGEMENT (INCLUDING, BUT NOT LIMITED TO,
                           ORDER PLACEMENT AND ORDER INQUIRY)

                  o        SHIPMENT TRACKING

                  o        BILLING INFORMATION AND RECONCILIATION

                  o        PRODUCT KNOWLEDGE ASSISTANCE

                  o        COMPLAINT RESOLUTION

                  o        CONTACT CENTER SERVICES (INCLUDING, BUT NOT LIMITED
                           TO, INBOUND PHONE, EMAIL, ESCALATION PROCEDURES, AND
                           RETURNS)



                                     Page 1
<PAGE>

         More specifically, customer service representatives ("CSR's") directly
         handle issues that include, but are not limited to:

                  o        PRE-SALE AND POST-SALE INQUIRIES FROM SB'S CUSTOMERS
                           VIA PHONE, EMAIL CHAT, FAX OR POSTAL SERVICE

                  o        ORDER PLACEMENT

                  o        ORDER STATUS INQUIRY

                  o        SHIPMENT TRACKING ISSUES

                  o        COMPLAINTS

                  o        POLICY INQUIRY

                  o        RESOLVING INCORRECT/DAMAGES/DEFECTIVE ORDER ISSUES

                  o        SATISFACTION RESOLUTIONS

                  o        ESCALATIONS

                  o        CUSTOMER CREDITS AND CLAIMS

         The goals of dedicated Project Manager and Escalation Managers are to
         ensure a steady and uninterrupted flow of communication between
         operations and SB. Client services' primary functions include, but are
         not limited to:

                  o        MAINTAINING THE STATUS OF ESCALATIONS

                  o        LOST ORDERS

                  o        CUSTOMER FOLLOW-UPS

                  o        CUSTOMER CARE ISSUES

         All contacts received by Market Central will be immediately entered
         into a trouble ticket or CRM application for tracking. Unless otherwise
         agreed to by both parties, all services will be provided in
         Jacksonville, NC.

         Customer shall be entitled to have certain of its employees on site at
         the operating office of Market Central (the "Site Employees"), and such
         employees will have access to all Market Central customer inquiry and
         call management support systems, including, but not limited to, e-mail
         systems, contact management systems, queue management (Custom View) and
         workforce management systems. Market Central shall provide the Site
         Employees with reasonable furnishings, connectivity access (such as
         telephone lines, internet, WMS and data connectivity), lighting and
         heat/air conditioning and such other office needs as are generally made
         available to Market Central's employees.

         Customer may immediately remove any dedicated or pooled CSR, supervisor
         or manager from its account.

         Customer shall provide Market Central with access to its OMS system,
         which identifies all SB's customers, account numbers, billing
         information and any other pertinent customer information. Market
         Central will provide services to all SB's customers on an
         account-by-account basis. Customer will provide Market Central a
         comprehensive listing of all FAQ's, including company and product
         background.

         The pooled and dedicated CSR's will receive monitoring sessions from
         their supervisors, the Quality Assurance Department, and the Customer.
         The monitoring sessions are used primarily



                                     Page 2
<PAGE>

         as a measuring device to track the performance of the representatives.
         They are also used as a developmental tool to enhance our customer
         service representatives in order to provide the best service to SB.

         Market Central will be responsible for hiring, training, and
         maintaining the CSR base, provided, however, that Market Central will
         obtain the approval of SB prior to hiring any dedicated CSR's for SB's
         account. Prior to any dedicated CSR being appointed to SB's account,
         Market Central shall obtain the approval of SB that such CSR has
         successfully completed the training needed to be a dedicated CSR.
         Market Central will also ensure that all CSR's are up to date on policy
         changes and procedures that are consistent with SB's values through
         bi-monthly ongoing training provided at Market Central's cost.

B.       Scripting

         Unless otherwise agreed to in writing, scripting will be provided by
         Market Central. Customer must approve all scripting, and script changes
         prior to program implementation.

C.       Hours of Operation

         Market Central will provide Services seven days a week, 24 hours a day;
         or other period as mutually agreed.

D.       Disaster Recovery

         Market Central will comply with the terms of the Disaster Recovery Plan
         attached to this Agreement as Exhibit B.

E.       Customer Database Access

         Customer will provide Market Central with access to SmartBargains' OMS
         System through SB's CSR website. Market Central will provide Customer
         with direct and remote access to Market Central's support systems,
         including, but not limited to, contact management applications, queue
         management applications, e-mail management applications. Customer's
         Site Employees shall have access to workforce management applications.
         If the parties mutually agree on the terms and pricing, then Customer
         shall have remote access to workforce management applications.
         Notwithstanding the foregoing, Customer shall have web reporting
         available to it at no charge.



                                     Page 3
<PAGE>

F.       Toll Free Number Ownership

         All toll free numbers used by Market Central to provide Services will
         be the property of SB and held by Market Central for the benefit of
         Customer. Market Central will be responsible for payment of the invoice
         on Customer's behalf. If for any reason Customer requires the transfer
         of any of its toll free numbers, Market Central will immediately make
         the necessary arrangements with its long distance carrier. The toll
         free numbers will only be transferred after all outstanding and
         undisputed invoices have been paid in full.

     G.  Customer Service Manual

         Market Central will comply with the terms of SB's Customer Service
         Manual, as amended and updated by SB from time to time.

2. PRICING FOR CUSTOMER SERVICE PROGRAM

     A.  Pricing

         The prices shall be as set forth in the attached Statement of work, and
         shall remain in effect for the Initial Term of the Agreement.
         Thereafter, any pricing changes shall be as mutually agreed upon
         between the parties (the "Pricing Period"). During the Pricing Period,
         the prices in effect for the Initial Term shall remain in effect until
         such agreement on the pricing changes.

     B.  Audit Rights.

         SB has the right at any time to audit Market Central's books, records,
         processes, financial information or similar documents at any time at
         SB's expense. However, if such audit shows that Market Central's books,
         records, financial information or similar documents are materially
         misleading or inaccurate then Market Central will pay any and all costs
         associated with such audit. Further, if the results of the audit
         indicate that (i) Market Central receives any compensation other than
         amounts that it is entitled to receive pursuant to the terms of this
         Agreement, all such compensation shall immediately be paid to SB.
         Customer and/or its authorized representatives shall have the right
         upon 48 hours prior written notice to MC, and at Customer's sole
         expense, to audit MC's internal control processes in order to assist
         Customer in meeting its obligations under the Sarbanes-Oxley Act or
         other applicable financial disclosure law.

3. PAYMENT

         Customer will pay Market Central for properly documented Services plus
         any applicable taxes.

         The weekly cost of services shall be invoiced to Customer upon the
         completion of a four week period, and every four weeks thereafter.
         Payment is due net thirty (30) days in arrears from the



                                     Page 4
<PAGE>

         date of the invoice. Copies of all source documents used to prepare
         SB's invoice shall be provided with each invoice.

         Market Central will charge a fee for late payment at the lesser of one
         percent (1%) per month, or the highest rate permitted by law. Failure
         to remit payment within 30 days after due date shall constitute a
         default.

         Market Central may assign unpaid delinquent charges to a collection
         agency for action. In the event Market Central resorts to legal action
         to recover monies due, Customer agrees to reimburse Market Central for
         all reasonable expenses incurred to recover such monies.

4. TERM AND TERMINATION

     A.  The term of this Agreement shall begin on the date the contract is
         initiated by the Customer and continue for an initial term of 12 months
         (the "Initial Term"). This Agreement shall thereafter continue on a
         yearly (12 month period) basis unless earlier terminated by either
         party upon ninety (90) days written notice to the other.
         Notwithstanding the foregoing, in no event shall either party be able
         to effect a termination during the period of September 1st through
         January 31st.

     B.  After the Initial Term, Market Central reserves the right to terminate
         its Services to the Customer in the event that Market Central ceases to
         offer teleservices to third parties upon not less than ninety (90) days
         advance notice to Customer. Notwithstanding the foregoing, in no event
         shall Market Central be able to effect a termination during the period
         of September 1st through January 31st. Market Central undertakes to
         continue to offer the Services provided in this Agreement for at least
         twelve months from the effective date of this Agreement.

     C.  Customer reserves the right to terminate its obligation to Market
         Central in the event that Customer ceases to conduct business. The
         services provided by Market Central are not exclusive. This Agreement
         does not in any way prohibit Customer from providing these or similar
         services on its own or through another third party or having these or
         similar services provided to Customer by another third party.

     D.  This Agreement may be terminated by either party with cause upon the
         commission of a breach of this Agreement which is not cured within
         thirty (30) days after the breaching party receives notice. In the
         event that the breaching party does not cure the situation within such
         thirty (30) days, the non-breaching party has the right to terminate
         this Agreement with thirty (30) days written notice.

     E.  In the event of a termination for any reason, the parties agree to
         comply with the terms of the transition plan attached to the Statement
         of Work as Exhibit B.



                                     Page 5
<PAGE>

5. INDEMNIFICATION

     A.  Customer shall be liable to, Market Central and its affiliates,
         officers, directors, employees, and agents for any claim, suit, demand,
         liability, cause of action, damage or cost (including reasonable
         attorneys' fees) asserted by any third party and arising out of or
         relating to breach of Customer's covenants or obligations under this
         Agreement.

     B.  Market Central shall indemnify, hold harmless and defend Customer and
         its affiliates, directors, officers, employees and agents from and
         against any claim, suit, demand, liability, cause of action, damage or
         cost (including reasonable attorneys' fees) asserted by any third party
         and arising from (i) breach of Market Central's warranties, covenants
         or obligations under this Agreement, or (ii) the negligence or
         misconduct of Market Central or its officers, employees or agents in
         providing the Services hereunder.

     C.  Notwithstanding any other provision to the contrary, Market Central is
         liable for any theft by its employees of any information related to
         credit card or other similar transactions.

6. CONFIDENTIALITY

         6.1 "CONFIDENTIAL INFORMATION" means confidential or proprietary
         information concerning the business, products or customers of a party.
         Without limiting the generality of the foregoing, Confidential
         Information of SB shall include all information relating to its
         customers' ordering and purchase of products, including, but not
         limited to, name, e-mail address, billing address, shipping address,
         telephone number, credit card number, items ordered and shipped, order
         and ship dates (collectively, the "Customer Information"), shipping
         information, return information, customer satisfaction information,
         quantity and nature of customers, and all information provided directly
         by its customers in connection with the ordering or purchase of SB's
         products.

                  (a) Neither SB nor Market Central shall use any Confidential
                  Information of the other party that it may acquire except in
                  connection with its performance of activities under this
                  Agreement. Neither party shall disclose or release any of the
                  disclosing party's Confidential Information except to its
                  contractors, consultants and agents who are acting on such
                  party's behalf and are bound by confidentiality restrictions
                  as to such Confidential Information at least as strict as
                  those set forth herein. In addition, each party shall take any
                  and all necessary precautions to prevent any such disclosure
                  by its respective employees, officers, directors, consultants,
                  contractors or agents.

                  (b) The provisions contained in Section 6.1(a) will not apply
                  to information (i) that is or becomes generally known to the
                  public by means other than a breach of duty on the part of the
                  receiving party, (ii) is known to the receiving party prior to
                  disclosure by the disclosing party, as established by
                  receiving party's written records, (iii) is independently
                  developed by or for the receiving party, as established by the
                  receiving party's written records or (iv) is generally
                  released by the disclosing party without restriction.
                  Notwithstanding anything contained in this Agreement to the
                  contrary, this Agreement shall not prohibit the receiving
                  party from disclosing Confidential Information of the
                  disclosing party to the extent required in order for the
                  receiving party



                                     Page 6
<PAGE>

                  to comply with applicable laws and regulations, provided that
                  the receiving party provides prior written notice of such
                  required disclosure to the disclosing party and takes
                  reasonable and lawful actions to avoid and/or minimize the
                  extent of such disclosure.

                  (c) The parties acknowledge that any breach or threatened
                  breach of the provisions of Paragraph 6 of this Agreement
                  would cause irreparable harm, and that a remedy at law would
                  be inadequate, and therefore agree that either party shall be
                  entitled to seek injunctive relief in case of any such breach
                  or threatened breach.

         6.2      Customer Information and Privacy Policy. Without limiting the
                  generality of Section 6.1 above, other than in connection with
                  the transactions contemplated by this Agreement, Market
                  Central shall not, directly or indirectly, use or disclose the
                  Customer Information, including, but not limited to: (i)
                  selling or renting any Customer Information; (ii) sending any
                  written communications, including emails, to any Customers, or
                  otherwise soliciting any Customers, (iii) marketing to
                  Customers, and/or (iv) making any use of the Customer
                  Information, either individually or in an aggregate form.
                  Market Central shall comply with the terms of SB's privacy
                  policy as set forth at
                  http://www.smartbargains.com/privacy.asp and made a part
                  hereof, as well as its own published privacy policy.

         6.3      Publicity. The parties agree that no press release or public
                  announcement related to the other party or the relationship
                  between the parties shall be made without the other party's
                  prior written consent. Notwithstanding the foregoing, Customer
                  may disclose Market Central's name to Customer's financial
                  lenders and other third parties as necessary for Customer to
                  facilitate its business and such other information as may be
                  required under applicable law.

         6.4      Ownership of Intellectual Property. Nothing in this Agreement
                  shall be deemed to give either party any ownership interest in
                  any patent, invention, technology, copyright, trademark or
                  other intellectual property right of the other party.

         6.5      Return of Confidential Information. At any time if requested
                  by either party, and, in any event within 48 hours days of any
                  termination date, each party will return to the other party
                  all Confidential Information (in a format designated by the
                  requesting party) of the other party in its possession and
                  will not make or retain any copies of such Confidential
                  Information.



                                     Page 7
<PAGE>

7. REPRESENTATIONS AND WARRANTIES

         MARKET CENTRAL REPRESENTS, WARRANTS AND COVENANTS THAT:

     a.  Market Central is a corporation duly organized and validly existing
         under the laws of the State of Delaware and has all requisite power and
         authority to execute and deliver, and to perform all of its obligations
         under, this Agreement.

     b.  Market Central's performance of its obligations under this Agreement
         will not conflict with or result in a breach or violation of any of the
         terms or provisions or constitute a default under any agreement by
         which it is bound and that it is not a party to any agreement
         containing a non-competition clause or other restriction with respect
         to (i) the activities and services which it is required to perform
         hereunder, or (ii) the use or disclosure of any information directly or
         indirectly related to the transactions contemplated by this Agreement.

     c.  Market Central has all the appropriate permits, licenses and
         registrations to provide the Services hereunder.

     d.  This Agreement constitutes a legal, valid and binding obligation of
         Market Central, enforceable against it in accordance with its terms,
         except as such may be limited by applicable bankruptcy, insolvency,
         reorganization, moratorium or other similar laws affecting the
         enforcement of creditors' rights generally and except as may be limited
         by general principles of equity.

8.   ASSIGNMENT

     Neither party may, without the prior written consent of the other party,
     assign or transfer this Agreement or any obligation incurred hereunder,
     except that Customer upon written notice to Market Central may assign this
     Agreement to any affiliated entity, or to a successor entity upon the
     merger, reorganization, consolidation, or sale of all or substantially all
     of Customer's assets. Any attempt to assign this Agreement in contravention
     of this Section shall be void and of no force and effect.

9.   FORCE MAJEURE

     Neither party will be liable for delays or failures in performance
     resulting from acts beyond its reasonable control, including, but not
     limited to: embargoes, wars, the elements, labor disputes, acts of a
     governmental body, acts of God, fires, floods, provided, however, that
     performance of each party's obligations hereunder shall not be excused by
     reason of an act of a government authority in the exercise of its
     enforcement powers against a party for the alleged violation of any law,
     rule or regulation. Any event that prevents either party from performing
     its obligations hereunder and that is beyond its reasonable control, and
     without the fault or negligence of such party, shall constitute an
     excusable delay. The parties will use their best efforts to comply with the
     contract. Market Central will not be liable in the event one of the
     contingencies mentioned above occurs, however, occurrence of one of the
     above mentioned contingencies will also suspend Customer's payment
     obligations until the contingency is resolved. If, in spite of Market
     Central's best efforts, an event of Force Majeure continues for more than
     24 hours, Customer has the right to immediately cancel this Agreement.



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<PAGE>

10.  APPLICABLE LAW

     The construction, interpretation and performance of this Agreement is a
     contract under the laws of the State of North Carolina, U.S.A., excluding
     its choice of law provisions, which shall be the exclusive place of
     jurisdiction and venue. Litigation concerning this Agreement may be
     commenced in the U.S. Federal Courts located in the State of North
     Carolina. In the event of litigation between the parties over this
     Agreement or any of its terms, the prevailing party shall be entitled to
     recover its reasonable attorneys' fees and costs from the non-prevailing
     party in addition to any and all other remedies to which it may be
     entitled.

11.  NOTICES

     Any notices or demands or other communications which under the terms of
     this Agreement or under any statute must or may be given or made by
     Customer or Market Central shall be in writing and to the respective
     parties as set forth herein. Notices to Market Central shall be to the
     attention of Legal Dept., General Counsel, Market Central, Inc., 1650A Gum
     Branch Road Jacksonville, North Carolina 28540. Notices to Customer shall
     be to the attention of Steven Nezer, EVP Operations, 10 Milk Street, 10th
     Floor, Boston, MA 02108 with a copy to the Legal Department at the same
     address. Either party may change the notice address or addressee by giving
     notice thereof to the other party. Notices may be given by first class U.S.
     mail (postage pre-paid, registered and with return receipt requested),
     nationally recognized express courier, confirmed facsimile, or personally.
     Notices shall be deemed to have been given on the date of delivery when
     delivered personally or by facsimile, on receipt if delivered by express
     courier or by hand, and three (3) days after delivery to the United States
     Postal Service if mailed.

12.  NON-WAIVER

     Neither party's failure at any time to enforce any of the provisions of
     this Agreement or any right or remedy available hereunder or at law or
     equity, or to exercise any option herein provided shall in no way be
     construed to be a waiver of such provisions, rights, remedies of options or
     in any way to affect the validity of this Agreement. The exercise by either
     party of any rights, remedies or options provided hereunder or at law or
     equity shall not preclude or prejudice the other from exercising thereafter
     of the same or any other rights, remedies or options.

13.  COMPLIANCE WITH LEGAL REQUIREMENTS

     Both parties shall comply with all applicable federal, state, and local
     laws and executive orders and regulations issued pursuant thereto. Both
     parties warrant and represent that they are empowered to enter into this
     Agreement and that the signatories hereto can bind the parties to this
     Agreement.

14.  CONSEQUENTIAL DAMAGES

     EXCEPT WITH RESPECT TO THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION
     4 OF THIS AGREEMENT AND THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN
     SECTION 6 OF THIS AGREEMENT, NEITHER PARTY SHALL BE ENTITLED TO INDIRECT,
     INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST
     PROFITS, BASED ON ANY BREACH OR DEFAULT OF THIS



                                     Page 9
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     AGREEMENT BY THE OTHER PARTY, REGARDLESS OF THE FORESEEABILITY OF SUCH
     DAMAGES AND/OR THE KNOWLEDGE OF THE OTHER PARTY.

15.  COUNTERPARTS

     This Agreement may be executed in one or more counterparts and all such
     counterparts shall be treated as the same binding Agreement. In any
     litigation between the parties, a photocopy of this Agreement shall be
     accepted into evidence.

16.  INDEPENDENT CONTRACTORS

     The relationship of the parties under this Agreement shall be, and shall at
     all times remain, one of independent contractors and not that of employer
     and employee, franchiser and franchisee or joint ventures. This Agreement
     does not establish or constitute the Customer as the Market Central's agent
     for any purposes whatsoever. Nothing contained in this Agreement shall be
     deemed to create or be construed as creating a joint venture or partnership
     between the parties. Each party is an independent contractor and may not
     create any obligation on the other party, express or implied.

17.  RELEASES VOID

     Neither party shall require releases or waivers of any personal rights from
     representatives of the other in connection with visits to its premises and
     both parties agree that no such releases or waivers shall be pleaded by
     them in any action or proceeding.

18.  HEADINGS

     All headings contained in this Agreement are inserted for convenience only
     and are not intended to affect the meaning or interpretation of this
     Agreement or any clause.

19.  SEVERABILITY

     If any of the terms or conditions in this Agreement are properly found to
     be invalid or unenforceable by a government body, the remaining terms or
     conditions of this agreement shall not be affected by the finding and shall
     continue to apply.

20.  ENTIRE AGREEMENT

     This Agreement and the attached exhibits constitute the entire Agreement
     between Customer and Market Central on the subject matter, and it
     supersedes all prior oral or written representations, express or implied,
     understandings or agreements, without limitation, any marketing or
     promotional material that may be supplied by Market Central. In the event
     of a conflict between this Agreement and the Exhibits, this Agreement shall
     prevail. This Agreement may not be changed or waived except as permitted by
     this Agreement or by a written document that is signed by both parties.



                                    Page 10
<PAGE>

21.  SURVIVAL

     The rights and obligations of this Agreement which by their nature are
     intended to survive expiration or termination shall so survive, including
     but not limited to: Sections 1F, 2B, 4E, 5, 6, 7, 10, 11 - 16 and 20.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the day and year first above set forth, to be effective as of May 1, 2004.


SmartBargains.com, LP                        E-commerce Support Centers, Inc.
                                             d/b/a Market Central, Inc.


/s/ S.M. Joseph                              /s/ William Hadel
------------------------------------         -----------------------------------
Name Stephen M. Joseph                       William Hadel, Vice President
     Treasurer



                                    Page 11
<PAGE>

            MARKET CENTRAL CONTACT CENTER SERVICES STATEMENT OF WORK

                                                                       EXHIBIT A

1.   GENERAL INFORMATION

          1.1. This attachment to Statement of Work ("SOW") is attached to and
               made a part of that certain Teleservices Agreement effective as
               of April 1, 2004 (the "Agreement") by and between Market Central
               ("MC") and SmartBargains.com, LP ("Customer" or "SmartBargains").

          1.2. This SOW relates only to the contact center functions to be
               performed by MC at its Jacksonville, NC facility (the "Facility")
               on behalf of Customer.

2.   SUPPORT OVERVIEW

          2.1. The following statements address the primary operating
               requirements that MC shall provide to the Customer:

          2.2. MC will provide dedicated and pooled customer service
               representatives to the Customer for the purpose of
               inbound/outbound telephone, e-mail and web chat customer support
               for the Customer's products and services offered through
               Customer's various marketing channels and affiliates (the
               "Services"). The Services performed hereunder are to support
               order placement and inquiry, shipment tracking, billing
               information and inquiry, product inquiry, upsell and cross sell
               of products and services, return inquiry, complaint resolution
               and contact center services, including, but not limited to,
               e-mail, inbound/outbound phone, fax, US Mail and other contact
               center services.

                    2.2.1. MC will assign account management personnel, which
                           will serve as Customer's main day-to-day contact, to
                           coordinate overall program implementation, training
                           and on-going operations.

3.   EQUIPMENT

     MC will provide all required general purpose equipment necessary to perform
     the Services, except that Customer shall provide and maintain, at
     Customer's sole expense, any special, customized or unique equipment or
     computer hardware needed to perform the Services.

4.   IT SYSTEMS OVERVIEW

     MC will provide a variety of systems for use by the service representatives
     in supporting inbound/outbound customer contacts including, but not limited
     to, [**]. The SmartBargains order management system ("OMS") and customer
     service support application ("CSR") will be provided and maintained by the
     Customer for order placement and order or billing inquiry.

5.   FACILITIES

     As of the Effective Date, MC will provide Customer the service
     representatives located at its facility at 1650A Gum Branch Road in
     Jacksonville, NC.

6.   STORAGE OF DATA

     All Customer related contact information and history will be kept and
     stored within the MC systems at the Facility unless otherwise agreed to by
     Customer. The information and history will be stored in a safe and secure
     manner with backup at regular intervals.



                                    Page 12
<PAGE>

     Customer owns all its customer related contact information and history,
     both of which are also the Confidential Information of the Customer. MC
     will transfer to the Customer all stored information in a file format
     designated by SmartBargains on a monthly basis. There will be no charge for
     standard file and format information (they are going to send this over to
     us to approve). The initial transfer of all customer related contact
     information and history, compiled since April 2001, will be transferred in
     a single file within 30 days from the date of the Agreement.

7.   TRAINING REQUIREMENTS

     7.1. MC shall train its personnel to perform contact center services to
          support order placement and inquiry, shipment tracking, billing
          information and inquiry, product inquiry, upsell and cross sell of
          products and services, return inquiry, complaint resolution and
          contact center services including but not limited to e-mail, inbound
          phone, fax, US Mail and other contact center services as deemed
          necessary. Customer agrees to provide MC with training materials and
          applicable reference manuals relating to any specialized training for
          processes or systems to be provided to MC under this SOW, which are
          different from MC standard services.

     7.2. MC will designate certain MC personnel, which may include personnel
          that will have special responsibilities for Customer's accounts (each,
          an "Associate") to serve as trainers ("Trainers") who will receive
          such specialized training. After Customer has trained MC's Trainers,
          the Trainers will train the applicable Facility personnel as
          appropriate. Customer shall be responsible for all reasonable
          pre-approved training expenses, including materials and training time,
          associated with such specialized training. MC personnel will attend
          Customer specific training classes to keep them abreast of new
          requirements, promotions, changes in procedures and updates on current
          policies. Training charges are set forth in Exhibit A of this SOW. All
          training charges must be pre-approved by Customer. Customer will not
          be charged for training due to agent attrition.

     7.3. Market Central will provide a monthly summary report of
          agent/supervisor/manager turnover. MC and Customer recognize that high
          turn-over impacts quality, performance, and training expense. MC and
          Customer will define turn over calculation and meet monthly to review
          trends and actuals to work towards industry best practice levels.

8.   CONTACT CENTER PROCESSES

     8.1 ROUTING INBOUND CALLS

     MC will route Customer voice calls by DNIS (Dialed Number Identification
     Service) or toll free telephone number by agent skill to Multiple
     Prioritized Queues, or via ACD prompts, or IVR. MC will provide
     Greetings/Recordings as specified by the Customer for answer, queue, hold,
     emergencies, closed and holiday situations.

     8.2 RESOLVING PRE AND POST SALES INQUIRIES

     MC will provide service representatives to support handling Customer
     websites issues including, but not limited to, explaining product details
     and features, investigating additional features and details not provided on
     the websites, and resolving pre and post sales product inquiry by
     explaining product details and features and related matters.

     8.3 PLACING ORDERS

     MC will provide service representative to support handling Customer
     websites issues including, but not limited to, placing orders, canceling
     orders, requests to add to or delete items from orders, combining orders,
     returning items ordered, up sell and cross sell of Customer products and
     services, shipping and tracking orders, and claims and adjustments for lost
     orders and related matters.



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<PAGE>

     8.4 HANDLING COMPLAINTS

     MC will provide service representative to support handling Customer
     websites issues, including, but not limited to, requests for credit when
     price has been reduced, customer questions the quality of an item, items
     missing from an order, customer claims to have received damaged/defective
     items, customer claims that there are pieces missing from an item, customer
     claims that a promotional rate or discount for an item was not applied as
     promised, customer claims that the site details were unclear and the
     product is not as expected or represented, requests for password
     assistance, claims that the customer received the wrong item, wrong size or
     color, claims that the order was never received or that the order shipped
     late and related matters.

     8.5 HANDLING CUSTOMER ACCOUNT MAINTENANCE

     MC will provide service representative to support handling Customer
     websites issues, including, but not limited to, requests to change the
     account billing name and /or address, shipping name and /or address, change
     credit card information, change the account password, change the account
     e-mail address or screen name and related matters.

     8.6 HANDLING CONTACTS RELATED TO COLLECTIONS ACTIVITY

     MC will provide service representative to support handling Customer
     websites issues, including, but not limited to, requests for new credit
     card when one has been declined, request for new credit card expiration
     date, request to validate order information provided, requests to respond
     to credit card authorization failure activity, settlement failure activity
     and fraud investigation activity, release bank credit card authorizations,
     requests for returned item credit and related matters.

     8.7 HANDLING GENERAL INQUIRIES

     MC will provide service representative to support handling Customer
     websites issues including, but not limited to, customer suggestions,
     customer compliments, catalogue requests, questions about SmartBargains
     company and its affiliates, policies and procedures, requests to do
     business with SB or its affiliates, reporting site errors and troubles,
     documenting customer contacts and related matters.

     8.8 ESCALATION OF CONTACTS

     The MC service representative will identify when an issue needs to be
     escalated to a higher level of authority for further action in accordance
     with the procedures set out in the applicable Customer Service Manual.
     Escalations can be any contact type including, but not limited to, request
     to replace a product, request to cancel an order that has been sent to
     appropriate vendor for fulfillment, requests for credit on damaged /
     defective / wrong item (for Corrective Order Placement "COP" tracking),
     removal of bank authorizations from a credit card, removal from mailing
     lists, account debits, to expedite shipping.

     8.9 QUALITY MONITORING

          8.9.1 MC and the Customer will participate in quality monitoring
          sessions. Weekly MC/Customer standard setting monitoring sessions will
          be scheduled at varying times of the business day and will be used to
          establish quality standards for customer service interactions. In
          addition, the MC Quality Assurance (QA) program will use random
          sampling to gain an overall picture of productivity, professionalism
          and quality of agent contacts for agent coaching and development
          purposes.

          8.9.2 Agents will be monitored for telephone calls, e-mails, fax and
          on-line communications. Calls are observed live and/or recorded via
          Witness Systems. A monitoring form, provided by the Customer, will be
          used to evaluate each interaction observed. For online and e-mail
          communications, transcripts will be reviewed randomly and
          communications evaluated both during live interaction and upon
          termination of the session

          8.9.3 MC's QA department will monitor and evaluate three to five
          percent of the



                                    Page 14
<PAGE>

          Customer's communications per week. However, the Customer may request
          alternate percentage goals. The evaluated communications monitor forms
          are to be logged and tracked for productivity and quality evaluation
          for the agent and are reviewed with the customer. Joint Customer/MC
          monitoring sessions will be logged and tracked to measure MC's service
          quality for KPI's.

     8.10 CLAIMS/TRACERS WITH CARRIERS ABOUT NON-RECEIPT OF PACKAGES

          8.10.1 MC Service representatives will assist SmartBargains customers
          with call, e-mail, fax, etc. inquiries about any order not received.
          When the MC Representative determines through package tracking that
          the order has been delivered or the package has arrived damaged in
          transit, a tracer or claim will be filed with the appropriate carrier
          including, but not limited to [**], etc.

          8.10.2 An MC representative will be designated as the single point of
          contact for shipping claims and tracers. He/she will issue claims,
          follow up on claims, contact the customer with claims dispositions and
          close claims according to procedures within the Customer Service
          Manual.

9.   FORECASTING AND SCHEDULING

     9.1  On every other Friday, the Customer will provide Market Central with a
          forecast for phone, e-mail and chat volumes. Each Bi-weekly Forecast
          shall cover the two-week period commencing on the third Monday
          following the date the forecast is provided and ending on then
          following second Sunday (the "Forecast Period"). Within a week
          following the delivery of the Bi-weekly Forecast, the parties will
          agree to a staffing plan for dedicated agents based on the projections
          for the Forecast Period. The staffing plan will specify the percentage
          of dedicated agents (a dedicated agent equals one Full-Time Equivalent
          or "FTE") to be assigned to Smart Bargains' account. Market Central
          will plan to direct the remaining portion of the expected volume to
          the pooled team. The staffing plan will also include the staffing
          hours and the number of agents to be staffed each day and each hour
          (30 minute increments). Customer will pay for the actual number of
          dedicated agents and pooled minutes agreed to by the parties at the
          rates set forth in Exhibit A attached to this SOW.

     9.2  A weekly forecast conference call will be conducted. The Customer will
          provide MC with any forecast updates or adjustments for the current
          forecast period and review the forecast and the staffing plan for the
          forecast period. Should staffing corrections or adjustments be
          required for the remainder of the current forecast period, the parties
          will agree to a revised staffing plan and any remedial actions
          required to maintain an optimum level of customer service for the
          period.

     9.3  Within one week after each week end, Market Central will supply
          forecast vs. actual results for calls, e-mails, chats, by hour for the
          just ended billing cycle. (These are also reported daily half hour by
          half hour.)



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<PAGE>

10.  METRICS

     The following Key Performance Indicators (KPI's) apply up to [**]% over the
     Forecast, except for 10.1.4 (Talk Times) and 10.1.6, which apply at all
     times regardless of the Forecast. Additional metrics will be added as
     agreed. The Metrics will be used to determine incentives or penalties as
     defined below. The cure periods set forth in the Agreement shall not apply
     to any breach of this Section 10, and the Customer will have the right to
     terminate the Agreement if MC fails to meet any of the metrics in this
     Section 10 for [**] (regardless if it is the same metric or different
     metrics for such [**] period). The parties will meet quarterly to review
     the prior period KPI trends and reach mutual agreement prior to changing
     the KPI requirements, incentives, and penalties. Any changes to the metrics
     in this Section 10 will be evidenced by a letter agreement signed by both
     parties.

     10.1 The "incentive" amount is based on approved dedicated agent regular
     hours and pooled minute charges [**] (collectively, the "[**]"). The
     incentive will be paid when MC achieves the Incentive Level noted for each
     Key Performance Indicators (KPI's) listed below. The amount to be paid will
     not exceed [**]% of total [**]. Upon payment of the incentive amount, MC
     will "payout" [**]% of the incentive directly to floor personnel and [**]%
     to Market Central.

     10.2 The "penalty" credit is also based on the [**]. A penalty credit will
     be issued to SB for each instance that MC fails to meet each of the Key
     Performance Incentives set forth in the Penalty Fees section for each of
     the following: 1) [**]; 2) [**]; and 3) [**]. The credit will be deducted
     [**] for each metric that MC fails to meet. In no event shall the penalty
     amount exceed more than [**]% [**].

     10.3 SB and MC will meet weekly to determine incentives or penalties, if
     any, based on exceeding the weekly forecast by [**]% for determining payout
     or credit amounts. SB will evaluate payment of incentives, if any, against
     KPI results based on MC's performance in leveraging resources and
     responsiveness in meeting KPI's when the forecast is exceeded by [**]%.

          10.1.1. [**] CALLS [**]

               >>   DEFINITION: [**] by MC [**].

               >>   REQUIREMENT: The Requirement is for MC to achieve [**].

               >>   INCENTIVE LEVEL: This level is where MC [**]. Customer will
                    [**].

               >>   MEASUREMENT: The metric is calculated as follows: {[**] for
                    the period}[**]. This metric will be calculated [**].

               >>   PENALTY FEES: If MC [**], MC will [**] the Penalty Fee [**].

          10.1.2 [**] E-MAILS (E-MAIL [**])

               >>   DEFINITION: The [**] of e-mail [**] until an MC
                    agent properly [**]. This time is based on [**].

               >>   REQUIREMENT: The Requirement is for MC [**] [**] of the days
                    in the week.

               >>   INCENTIVE LEVEL: This level is where MC's [**] of the days
                    in the week. Customer will [**].

               >>   MEASUREMENT: This metric is calculated as follows: [**].
                    This metric will be calculated [**].



                                    Page 16
<PAGE>
          10.1.3 [**] RATE ([**] RATE)

               >>   DEFINITION: The [**].

               >>   REQUIREMENT: The Requirement is for MC to achieve [**].

               >>   MEASUREMENT: This metric is calculated as follows: [**].
                    This metric will be calculated [**].

               >>   INCENTIVE LEVEL: This level is where MC's [**]. Customer
                    will [**].

          10.1.4 [**] TIME

               >>   DEFINITION: The average [**].

               >>   REQUIREMENT: The Requirement is for MC to [**].

               >>   MEASUREMENT: This metric is calculated as follows: [**].
                    This metric [**]. This metric will be calculated [**].

               >>   INCENTIVE LEVEL: This level is where MC's [**]. Customer
                    will [**].

               >>   PENALTY FEES: If MC [**], MC will [**].

          10.1.5 [**] TIME ([**])

               >>   DEFINITION: The average [**].

               >>   REQUIREMENT: The Requirement is for MC to [**].

               >>   MEASUREMENT: This metric is calculated as follows: [**].
                    This metric will be calculated [**].

               >>   INCENTIVE LEVEL: This level is where MC's [**], Customer
                    will [**].

          10.1.6 [**]

               >>   DEFINITION: The [**] provided by MC agents [**]. In
                    addition, MC will [**] by the MC [**].

               >>   REQUIREMENT: The Requirement is for MC to [**] [**] will be
                    evaluated [**] will be evaluated [**].)

               >>   MEASUREMENT: This metric is calculated as follows: [**].
                    This metric will be calculated [**].

               >>   INCENTIVE LEVEL: This level is where MC's [**], Customer
                    will [**].

               >>   PENALTY FEES: If MC [**].

11.  REPORTS

11.1.1 MC will provide standard reports and such other reports as mutually
agreed upon. Any manipulation of the data by Customer, and subsequent reporting
discrepancies caused thereby, are the responsibility of Customer. Reporting
periods will be consistent with Customer's fiscal monthly accounting cycle.

11.1.2            Standard reports include, but are not limited to:

                  Call Profile Detail Report - daily

                  Application Management Summary Report - daily

                  [**] Calls Profile Detail - daily

                  Agent Performance Detail by Agent Group Number - daily

                  [**] Calls Profile Detail - daily

                  Performance (Detail) by Group Number - Outgoing - daily

                  Performance (Detail) by Group Number - Incoming - daily

                  [**] reports - Agent Summary, [**] Line, [**]
                  [**] Category, and

                  System Summary - daily



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<PAGE>

                  [**] Calls[**] vs. [**]
                  [**] - daily

                  [**] vs. [**] - daily

                  Contact Category Report - daily

                  Lost Returns Report - daily

                  [**] Report or other drop ship vendor RMA reports as required
                  - daily

                  [**] Tracers Report - weekly

                  Vendor Tracers Report - weekly

                  COP (Correction Order Placed) Tracking - daily

                  Mailing List Removals - daily

                  Individual Agent Scores for [**] - monthly

                  Month End KPI Summary Report (10.1.1-10.1.6)

         Should the support systems at MC change, equivalent or better reports
         will be provided from the new applications. All metrics should be
         reported in a summary view for Customer's use. Specific format will be
         established between the parties.



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<PAGE>

                    EXHIBIT A - SCHEDULE OF RATES AND CHARGES


Except as noted in B below, these prices remain in effect for the Initial Term
of the Agreement.

     A.  CONTACT CENTER AND CUSTOMER SERVICE PROGRAM DEVELOPMENT

     B.  [**]DEDICATED CSRS, ESCALATION, AND RETURNS STAFF:

         COST PER HOUR (NORMAL) - $[**]/AGENT [**]

         COST PER HOUR (NORMAL) - $[**]/AGENT [**]

         COST PER HOUR (OVERTIME) - $[**]/AGENT

         All hourly pricing includes [**].

     C.  POOLED CSRS

<Table>
<Caption>
                      ITEM                                              COST
                      ----                                              ----
<S>                                                       <C>
         [**]                                             $[**]/MINUTE
         [**]                                             $[**]
         [**]                                             $[**]/MINUTE
</Table>

          All per minute/occurrence pricing includes [**].

     D.  MISCELLANEOUS CHARGES

<Table>
<Caption>
                      ITEM                                              COST
                      ----                                              ----
<S>                                                       <C>
         [**]                                             $[**]/HOUR
         [**]                                             $[**]/HOUR
         [**]                                             $[**]/HOUR
         [**]                                             $[**]/HOUR*
         [**]                                             $[**]
         [**]                                             $[**]
         [**]                                             $[**]/HOUR
         [**]                                              [**]
</Table>

         *Agent training applies when adding staff to the existing pooled and
         dedicated teams to accommodate an increase in expected volume. All
         training charges must be pre-approved by the Customer.



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<PAGE>

                           EXHIBIT B - TRANSITION PLAN

Termination:

     o    Within [**] of termination notification by either party, a transition
          team will be designated by MC and SB to develop a detailed transition
          plan to include the following areas:

               o    Customer service data, history, and cut over schedule.

               o    Customer data and history will be provided in standard
                    electronic format without additional fees or payments.

               o    Detailed contact staffing plan to insure service levels and
                    transition staffing are maintained through transition.

               o    Customer scripts, records, samples, voice messaging, and
                    documentation

               o    Transfer of Customer's toll free numbers, equipment,
                    software, or secure access.

               o    Key management & staff retention plan.

               o    Access to contact center by Customer vendors for purposes of
                    cross training, transitioning processes, data, and telephone
                    processes.

     o    Transition services will be billed and due based on agreed to plan
          above and existing contract rates and payment schedule.



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<PAGE>
                                                          EXHIBIT B TO AGREEMENT

                    MARKET CENTRAL DISASTER RECOVERY PROCESS

In the event of pending site failure or catastrophic site failure, the Atlanta
center will be notified to activate the business continuity service (bringing
the cold site up and available for immediate use by MC agents)

MC will transport all available support representatives to Atlanta, GA to staff
the Cold Site.

Client will be immediately contacted regarding the redirection of 800 service
for its customers.

All computer-based services including telecommunications will be verified by MC
staff.

WHAT IF...

LOSS OF A DEDICATED ACCESS TRUNK- MC currently has over 25 dedicated access
trunks, 15% of these trunks are unutilized and can be quickly mobilized to
replace dedicated trunks experiencing an out of service condition

LOSS OF CRITICAL LEC (LOCAL EXCHANGE CARRIER) EQUIPMENT -MC maintains on-site
depot-style replacement parts for all mission critical equipment

LOSS OF POINT OF PRESENCE (LEC) -MC's local loop access is through an OC-12 ring
terminated in geographically disparate Sprint facilities.

LOSS OF PBX/ ACD/ ARU/CTI SERVING THE CALL CENTER -MC maintains inherently
redundant systems, but in the case of catastrophic systems failure, traffic can
be handled through MC's secondary switching platform.

LOSS OF POWER TO CALL CENTER -MC maintains a 550Kw Caterpillar generator and
on-site fuel supply to power a fully staffed center 24x7 for 72 hours.
Additionally, MC has made provisions with the local municipality to provide a
tanker truck capable of supplying fuel to last two weeks.

USE OF ALTERNATE FACILITIES OR CARRIERS -MC maintains several carriers for voice
and data traffic, all of which are fully capable of individually supporting MC's
communications requirements. MC frequently switches traffic between these
vendors, without interruption to customers' services. In case of an outage, MC
is capable of switching communication vendor traffic for voice in 2 hours, and
for data that is not already included in MC's hot swappable infrastructure
within 30 minutes.



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<PAGE>

DISASTER RECOVERY AND CONTINGENCY PLAN

Market Central, Inc. provides a two-pronged business continuity solution to best
service its customers. MC employs fault tolerant solutions and cold-site backup
facilities to mitigate risk for business critical MC center solutions.

                                 FAULT TOLERANCE

First tier business continuity involves the architecting of systems that are
available the maximum amount of time. Toward this end the following call center
systems are fully fault tolerant:

INFRASTRUCTURE:

The DATA NETWORK is inherently redundant via the Office wide fiber ring,
ensuring uninterrupted connectivity for call center stations in the event of
localized power outages or unforeseen equipment failures-

ALL CABLING IS CATEGORY V UTP. The best cable available for general voice/data
wiring. The TELECOM OC-12 RING FROM SPRINT provides uninterrupted voice and data
service to the MC premises in the event of catastrophic network failure on the
part of the service provider (i.e., fiber cut, central office disaster)

MULTIPLE ON-SITE INTERNET PROVIDERS (Sprint, Qwest, and AT&T)

MC maintains a 550Kvw GENERATOR with a 3 second fail-over switch for full self -
sufficiency during power loss situations.

DATABASE SERVERS:

ALL WORKGROUP DATABASE SERVERS ARE MULTIPROCESSOR AND HAVE MODULAR COMPONENTS
for easy replacement in case of failure.

SERVERS ARE REDUNDANT FOR DATA STORAGE with internal or external RAID SYSTEMS.
Cold spares are kept on site in case of massive system failure.

All MISSION CRITICAL DATA ARE BACKED UP DAILY as part of a monthly schedule.

All MISSION CRITICAL SYSTEMS ARE BACKED UP VIA UPS SYSTEMS FOR A MINIMUM OF 30
MINUTES.

                                  WORKSTATIONS

Spare, hot swappable workstations and telephone sets are stored at MC sites in
case of single station failures. In case of failure, agents may be moved to
operational hot seats while the failed system is repaired/replaced.



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<PAGE>

COLD-SITE BUSINESS RECOVERY

In addition to the deployment of high availability solutions, MC relies on its
cold-site business recovery facility in Atlanta, GA. In partnership with
Warranty Corporation of America (WaCA), a Market Central investment capital
firm, MC is able to immediately deploy 50 inbound customer service seats
utilizing existing infrastructure at WaCA 's headquarter campus in Atlanta. This
cold site offers the following solutions:

                                  WORKSTATIONS

50 PENTIUM-CLASS WORKSTATIONS. Pre-loaded with campaign specific versions of
Bridge, and NetAgent.

50 ACD SETS (5 supervisor positions)

                                   50 HEADSETS

                               APPLICATION SERVICE

Cold-backup NetAgent server and database server

Cold-backup Bridge server

Cold-backup mail server

INTERNET SERVICE

2x TI internet service from AT&T

DNS-provided fail-over to AT &T network for NetAgent servers

TELECOMMUNICATIONS SERVICE

Pre-defined cold circuit trunk groups available for 800 redirection

Existing call center ACD service with pre-built call control tables.



                                    Page 23