CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
UNDER A CONFIDENTIAL TREATMENT REQUEST, PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24b-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE REDACTED TERMS HAVE
BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH THREE
ASTERISKS [***].
 Exhibit 10.3
 REDACTED
COPY OF
MASTER PROFESSIONAL SERVICES AGREEMENT
 MASTER PROFESSIONAL SERVICES AGREEMENT
 WHEREAS,
 WHEREAS,
 WHEREAS
 NOW, THEREFORE
 ARTICLE 1.  DEFINITIONS.
  ARTICLE 2. SERVICES.
 A. Description of Services.
 a.
    
    An evaluation of XOs IVR market position.b.
    
    An evaluation of XOs current IVR platform capabilities.c.
    
    An evaluation of current IVR market opportunities.d.
    
    An evaluation of the current IVR competitive landscape.e.
    
    An evaluation and business plan for XO to expand its IVR market to include, but not limited to:
 (i)
    
    Operational plan including:
 a.
    
    Technology requirementsb.
    
    Product developmentc.
    
    Distribution strategiesd.
    
    Market coverage planse.
    
    Partnership developmentf.
    
    Target customersg.
    
    Value proposition
 (ii)
    
    Required investments
  B. Additional Services.
 C. Consultant Responsibilities. .
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ARTICLE 3. FEES AND PAYMENT TERMS.
 A. Fees and Expenses.
 PERCENTACHIEVEMENT OF
    
    PLAN EXECUTIONIVR SALES REVENUE
    
    BONUS PAYABLE TOTARGET:
    
    CONSULTANT:At least 95% but less than 96%
    
    $
    95,00096% or more but less than 97%
    
    $
    96,00097% or more but less than 98%
    
    $
    97,00098% or more but less than 99%
    
    $
    98,00099% or more but less than 100%
    
    $
    99,000100% or more but less than 101%
    
    $
    100,000101% or more but less than 102%
    
    $
    101,000102% or more but less than 103%
    
    $
    102,000103% or more but less than 104%
    
    $
    103,000104% or more but less than 105%
    
    $
    104,000105% or more
    
    $
    105,000
   B. Payment.
 C. Taxes.
 ARTICLE 4. TERM & TERMINATION.
 A. Term.
 B. Event of Default Termination.
 C. Termination for Convenience
 D. Effect of Termination
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ARTICLE 5. REPRESENTATIONS & DISCLAIMERS.
 A. Consultant Representations
 B. Disclaimers.
 ARTICLE 6. INTELLECTUAL PROPERTY.
 work made for
hire
 ARTICLE 7. CONFIDENTIALITY.
 A. Nondisclosure Agreement.
 B. Publicity
 ARTICLE 8. INDEMNIFICATION.
 A. Consultant Obligations.
 B. Procedure.
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C. Option.
 ARTICLE 9. LIABILITY AND LIMITATIONS OF LIABILITY
 A. Mutual Liability
 B. Limitations
 C. Force Majeure.
 ARTICLE 10
 GENERAL
 A. Assignment.
 B. Notices.
 C. Counterparts.
 D. Relationship of Parties.
 E. Audit.
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F. Insurance. Property
Insurance covering Consultant property, tools and equipment used and necessary in the performance
of services under this Agreement; (b
 G. Severability and Modification.
 H. Consents and Approval.
 I. Waiver of Default.
 J. Cumulative Remedies.
 K. Survival.
 L. Third Party Beneficiaries.
 M. Governing Law.
 N. Arbitration. et
seq
 O. Order of Precedence.
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P. Mutual Representations.
 Q. Entire Agreement
 IN WITNESS WHEREOF
 XO Communications Services, Inc. for itself
and its operating affiliates and subsidiaries:
    
    
    
    Thomas Cady:By
    
    /s/ Daniel Wagner
    
    
    
    
    
    /s/ Thomas W. CadyPrinted Name
    
    Daniel Wagner
    
    
    
    Date:
    
    4/15/'09Title
    
    PresidentDate
    
    4/21/'09
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Exhibit 1 To Master Professional Services Agreement
  A. Affiliate Affiliate
 B. Claims
 C. Confidential Information
 (i)
    
    concerns the operations, plans, know-how, trade secrets, business affairs, personnel,
Consultants or suppliers of the disclosing Party; or(ii)
    
    concerns XO Customers or End Users and confidential information belonging to End Users.(iii)
    
    the receiving Party knows or might reasonably expect is regarded by the disclosing
Party as the confidential information of the disclosing Party;(iv)
    
    is designated as confidential, restricted, proprietary, or with similar designation; or(v)
    
    concerns any of the terms or conditions or other facts with respect to this Agreement.
 D. Control
 E. Days
 F. Deliverables
 G. End User
 H. Event of Default
 (i)
    
    any representation or warranty made by a Party in this Agreement which was incorrect in
any respect when made and that could reasonably be expected to have a material adverse
effect upon the other Partys ability to realize the benefits of its bargain;(ii)
    
    a material breach of this Agreement that is not cured within thirty (30) Days after
notice of breach to the breaching Party;(iii)
    
    Failure to make any payment when such payment or amount is due and such failure
continues for thirty (30) Days after receipt of written notice of such failure.
 I. Intellectual Property
 J. IVR Sales Revenue , .
 K.
IVR Sales Revenue Target
 L. Law
 M. Person
 N. Services ,
 O. XO Customer/End User
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XO Materials
 Page 8 of 8