<PAGE>

                                                                   EXHIBIT 10.54

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


Riverview MSA


                          MANAGEMENT SERVICES AGREEMENT
                          -----------------------------

                                  INTRODUCTION

THIS AGREEMENT is entered into on January 18, 1999 between ICT GROUP Inc.
("SUPPLIER"), 800 Town Center Drive, Langhorne, PA, 19047-1748 and Cellular
Express, Inc., d/b/a Boston Communications Group ("BUYER"), 100 Sylvan Road,
Suite 100, Woburn, MA 01801.

                                   BACKGROUND

SUPPLIER is in the business of providing call center services to the business
community. SUPPLIER and BUYER desire to enter into this Agreement pursuant to
which, SUPPLIER will plan, manage, operate and handle calls for BUYER within
SUPPLIER's Riverview, New Brunswick, Canada call center in accordance with the
terms and conditions of the Agreement.

                              TERMS AND CONDITIONS

SECTION 1. SERVICE

1.1 Included Services. In consideration of the payment by BUYER to SUPPLIER of
    the amounts due under this Agreement, SUPPLIER agrees that it will furnish
    the BUYER with the specific Scope of Services described in Exhibit A and the
    specific Service Levels described in Exhibit B. A separate Scope of Services
                                         ----------
    [Exhibit "A"], Service Level [Exhibit "B"] and Pricing [Exhibit "C"]
    document will be created for each BUYER [or Client of BUYER] program
    supported by SUPPLIER.

1.2 Supplemental Services, SUPPLIER may provide Supplemental Services, subject
    to the availability and expertise of SUPPLIER personnel, at such additional
    cost for such Supplemental Services as agreed by both parties. Any
    Supplemental Services shall be provided in accordance with the terms and
    conditions of this Agreement and shall be pursuant to an approved Service
    Enhancement Request (see Section 10).

SECTION 2. CERTAIN BUYER OBLIGATIONS

2.1 In order for SUPPLIER to perform its obligations hereunder, BUYER agrees to
    use its best efforts to keep its Information current and its
    Telecommunications Equipment operational at all times. Equipment failure
    will negatively impact performance and Service Levels. SUPPLIER shall not be
    liable to BUYER for any failure or delay in furnishing BUYER with the
    Services at specified Service Levels to the extent that such failure is
    attributable to a failure of BUYER's equipment,

2.2 Upon SUPPLIER's reasonable request, BUYER agrees to make its personnel,
    including appropriate professional personnel, administrative personnel and
    other employees, reasonably

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     available for consultation at mutually convenient times and places in order
     to assist SUPPLIER to perform its own obligations under this Agreement.

SECTION 3. TERM

3.1 Subject to Section 14 "Termination," the initial term of this Agreement
    shall commence on January 18, 1999 (effective date) and continue through
    January 18, 2004 [the "Initial Term"].

3.2 Each individual program covered under the terms and conditions of this
    Agreement will be detailed in a unique set of Exhibits, attached hereto,
    which may contain unique term provisions.

3.3 This Agreement shall automatically renew for a period of one (1) year after
    the end of the Initial Tern and from year to year thereafter unless prior
    written notification is provided to either party 180 days prior to
    expiration of the Initial Term or any renewal Term.

SECTION 4. QUALITY ASSURANCE

4.1 SUPPLIER agrees to use its best efforts at all times to provide prompt and
    efficient service as described in Exhibit "A".

4.2 A comprehensive system of observation and monitoring of all activities will
    be employed. SUPPLIER's ACD will provide BUYER with silent monitoring of
    phone presentations from the BUYER's location or on SUPPLIER's premises as
    requested by BUYER. SUPPLIER shall advise all people to be monitored that
    they are subject to silent and other monitoring during work.

4.3 Pending renewal of BUYER's contract with CANTEL on or before December 31,
    1999 [or replacement with comparable volume business], and subsequently
    BUYER's contract with SUPPLER to handle said business, SUPPLIER will, after
    January 1, 2000, purchase and install the "NICE Universe version 4" quality
    monitoring system, identified in Systems Platform & Network Arrangements -
    Exhibit "E", as requested by BUYER

SECTION 5. CONFIDENTIALITY

5.1 Confidential Information Defined

    As used in this Agreement, "Confidential Information" means all information
    of the BUYER or SUPPLIER [the party or parties] that is not generally known
    to the public, whether of a technical, business or other nature (including,
    without limitation, trade secrets, know-how and information relating to the
    technology, customers, business plans, promotional and marketing activities,
    finances and other business affairs), that is disclosed by either party to
    the other and that has been identified as being proprietary and/or
    confidential. Without limitation, all references in any form or medium
    whatsoever to Subscriber's (i) name, address, phone number (11) account
    balances, (ill) call records, (iv) transaction records, or (v) other
    information is and shall remain BUYER Confidential Information.

5.2 Prohibition on Disclosure and Use
    Except as expressly provided in this Agreement, neither party shall
    disclose Confidential Information to anyone without the other party's prior
    written consent. Neither party shall use, or permit others to

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     use, the other party's Confidential Information for any purpose other than
     the performance of this Agreement. Both parties shall take all reasonable
     measures to avoid unauthorized disclosures, dissemination, or use of
     Confidential Information, including, at a minimum, those measures it takes
     to protect its own confidential information of a similar nature.

5.3  Restrictions on Personnel
     Both parties shall restrict the possession, knowledge, development, and use
     of Confidential Information to its employees, agents, subcontractors, and
     entities controlled by it (collectively, "Personnel") who have a need to
     know Confidential Information in connection with the performance of this
     Agreement. Each party's Personnel shall have access only to the
     Confidential Information they need for such purpose. Each party shall
     ensure that its Personnel comply with this Agreement.

5.4  Disclosure to Governmental Authority
     If either party becomes legally obligated to disclose Confidential
     Information to any governmental entity with jurisdiction over it, it shall
     give the other party prompt written notice to allow that party to seek a
     protective order or other appropriate remedy. The obligated party shall
     disclose only such information as is legally required and shall use its
     reasonable best efforts to obtain confidential treatment for any
     Confidential Information that is so disclosed.

5.5  Exceptions
     The provisions of this Section 5 shall not apply to any information that
     can be shown by documented evidence: (i) to be publicly available without
     breach of this Agreement; (ii) to have been known to either party at the
     time of its receipt from the other party; (iii) to have been rightfully
     received from a third party who did not acquire or disclose such
     information by a wrongful or tortuous act; (iv) to have been independently
     developed by either party without access to any Confidential Information;
     or (v) to have been approved for release by either party in writing.

5.6  Ownership of Confidential Information
     All Confidential Information shall remain the exclusive property of the
     BUYER or the SUPPLIER respectively and the other party shall have no
     rights, by license or otherwise, to use the Confidential Information except
     as expressly provided herein.

5.7  Return of Confidential Information
     Each party shall promptly return all tangible material embodying the other
     party's Confidential Information (in any form and including, without
     limitation, all summaries, copies, and excerpts of Confidential
     Information) upon any expiration or termination of this Agreement or upon
     the other party's written request.

5.8  Injunctive Relief
     Each of SUPPLIER and BUYER hereby acknowledges and agrees that (i) the
     provisions and restrictions contained in this Section 5 are reasonable and
     necessary for protection of the legitimate interests of the parties hereto;
     (ii) neither SUPPLIER nor BUYER would have entered into this Agreement in
     the absence of such provisions and restrictions; and (iii) any violation of
     any provision of this Section 5 by a party hereto or such party's
     Representatives may result in irreparable injury to the other party, which
     injury may be inadequately compensable in monetary damages. Accordingly,
     the parties hereby acknowledge and agree that each of SUPPLIER AND

BUYER shall be entitled to seek preliminary and/or permanent injunctive relief
  from the other party for any violation or threatened violation of this Section
  5 by such other party or by such other party's Representatives, without the
  necessity of proving actual damages or posting any bond

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or other security. The rights and remedies of each party under this Section 5.8
  shall be cumulative and in addition to any other rights or remedies to which
  the such party may be entitled under this Agreement, at law or in equity.

SECTION 6. WARRANTEES

6.1  Each party represents and warrants to the other that they have and will
     continue to maintain all necessary licenses, permits or approvals required
     under this Agreement in each and every jurisdiction having authority over
     the services provided under this Agreement.

6.2  Each party represents and warrants that it shall (a) comply with all
     international, federal, provincial, state, and local laws, ordinances,
     regulations, and, orders (including, without limitation, all laws,
     ordinances, regulations, and orders related to telephone communications
     with consumers and businesses) with respect to its performance of the
     Services, (b) file all reports relating to the Services (including,
     without limitation, tax returns), (c) pay all filing fees and federal,
     provincial, state, and local taxes applicable to each party's respective
     business as the same shall become due, and (d) pay all amounts required
     under local, state, provincial and federal workers' compensation acts,
     disability benefit acts, unemployment insurance acts, and other employee
     benefit acts when due.

6.3  Each of SUPPLIER and BUYER represents and warrants to the other that (i)
     this Agreement constitutes the legal, valid and binding obligation of such
     party, enforceable against such party in accordance with its terms, except
     as such enforceability may be limited by bankruptcy laws and other similar
     laws affecting creditors' rights generally and by general principles of
     equity; (ii) the execution, delivery and performance of this Agreement by
     such party does not and will not conflict with or constitute a breach or
     default under its charter documents, or any agreement, contract, commitment
     or instrument to which it is a party, or the requirements of any
     governmental or regulatory authority; and (iii) such party has the full and
     unencumbered right, power and authority to enter into this Agreement and to
     otherwise carry out its obligations hereunder.

SECTION 7. INDEMNIFICATION

7.1  The undersigned BUYER does hereby indemnify, defend, and save harmless
     SUPPLIER and its subsidiaries, affiliates, shareholders, officers,
     directors and employees from any and all loss or liability arising from any
     and all complaints, claims or legal actions, in any way resulting from or
     allegedly resulting from any products or services of the BUYER or its
     clients, and BUYER shall assume full responsibility for, and handling of,
     any such complaint, claim or legal action as well as for payment of all
     expenses, costs, counsel fees, judgment and/or settlements thereby
     incurred, except to the extent that such complaint, claim or legal action,
     costs, counsel fees, judgment or settlements result from or arise out of a
     negligent act of commission or omission or willful misconduct by SUPPLIER,
     its agents and/or its employees. SUPPLIER shall notify BUYER promptly of
     any complaint, claim or legal actions and shall cooperate in any defense.
     SUPPLIER agrees that BUYER shall have sole control over such defense,
     including but not limited to retaining counsel and all offers of
     settlement.

     7.2  SUPPLIER does hereby indemnify, defend, and save harmless BUYER and
          its subsidiaries, affiliates, shareholders, officers, directors and
          employees from any and all loss or liability arising from any and all
          complaints, claims or legal actions, which may result or arise out of
          SUPPLIER's performance under this Agreement, and SUPPLIER shall assume
          full responsibility for, and

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     handling of, any such complaint, claim or legal action as well as for
     payment of all expenses, costs, counsel fees, judgment and/or settlements
     thereby incurred, except to the extent that such complaint, claim or legal
     action, costs, counsel fees, judgment or settlements result from or arise
     out of a negligent act of commission or omission or willful misconduct by
     BUYER, its agents and/or its employees. BUYER shall notify SUPPLIER
     promptly of any complaint, claim or legal actions and shall cooperate in
     any defense. BUYER agrees that SUPPLIER shall have sole control over such
     defense, *including but not limited to retaining counsel and all offers of
     settlement.

SECTION 8. DISCLAIMERS; LIMITATIONS OF LIABILITY

8.1  EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS
     AGREEMENT, SUPPLIER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR
     IMPLIED, IN FACT OR AT LAW, WITH RESPECT TO THE SERVICES AND SUPPLEMENTAL
     SERVICES PROVIDED OR TO BE PROVIDED BY SUPPLIER HEREUNDER, INCLUDING
     WITHOUT LIMITATION ANY REPRESENTATIONS OR WARRANTIES CONCERNING THE
     COMPLETENESS OR ACCURACY OF ANY INFORMATION RECORDED, PROCESSED OR
     TRANSMITTED BY SUPPLIER. EXCEPT FOR SUPPLIER'S INDEMNIFICATION OBLIGATION
     UNDER SECTION 7.2 ABOVE, BUYER'S SOLE REMEDY AND SUPPLIER'S SOLE
     RESPONSIBILITY WITH RESPECT TO ANY ERRORS OR OMISSIONS IN INFORMATION
     TRANSMITTED BY SUPPLIER SHALL BE LIMITED TO CORRECTION OF SUCH ERRORS OR
     OMISSIONS AND RETRANSMISSION OF THE CORRECTED INFORMATION AT NO ADDITIONAL
     EXPENSE TO BUYER.

8.2  EXCEPT FOR THE PARTIES' INDEMNIFICATION OBLIGATIONS UNDER SECTION 7 ABOVE,
     OR AS OTHERWISE EXPRESSLY PROVIDED HEREIN, NEITHER PARTY SHALL BE LIABLE TO
     THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL,
     INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT
     LIMITATION LOST PROFITS, LOST SAVINGS, LOST FUTURE EARNINGS AND LOST
     ECONOMIC ADVANTAGE) SUFFERED OR INCURRED BY SUCH OTHER PARTY OR ANY THIRD
     PARTY IN CONNECTION WITH THIS AGREEMENT OR PERFORMANCE OR NONPERFORMANCE
     HEREUNDER, EVEN IF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN
     OF THE POSSIBILITY OF SUCH DAMAGES.

8.3  EXCEPT FOR SUPPLIER'S INDEMNIFICATION OBLIGATION UNDER SECTION 7.2 ABOVE,
     SUPPLIER'S LIABILITY TO BUYER OR TO ANY THIRD PARTY IN CONNECTION WITH THIS
     AGREEMENT OR PERFORMANCE OR NONPERFORMANCE HEREUNDER SHALL NOT EXCEED THE
     AMOUNT ACTUALLY PAID BY BUYER FOR SERVICES AND/OR SUPPLEMENTAL SERVICES
     DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH
     BUYER'S OR SUCH THIRD PARTY'S CLAIM OR CAUSE OF ACTION AGAINST SUPPLIER
     FIRST ACCRUED.

8.4  NO ACTION ARISING OUT OF THIS AGREEMENT OR PERFORMANCE OR NONPERFORMANCE
     HEREUNDER, WHETHER GROUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY,
     NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, MAY BE BROUGHT BY EITHER PARTY
     HERETO MORE THAN TWO YEARS FOLLOWING THE DATE ON WHICH THE CAUSE OF ACTION
     HAS

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     FIRST ARISEN.

8.5  The parties hereto acknowledge and agree that the foregoing disclaimers and
     limitations of liability represent bargained for allocations of risk, and
     that the pricing and other terms and conditions of this Agreement reflect
     such allocations of risk.

SECTION 9. FINANCIAL TERMS

Pricing is based on the complexity, duration, type and volume of services
required. Specific prices for each program are included in the respective
exhibits attached hereto.

9.1  During the term of this Agreement, SUPPLIER will invoice BUYER 30 days
     prior to the due date for the included services and related expenses
     according to the amounts set forth in Pricing - Exhibit "C".

     9.2  Supplemental Services shall be invoiced monthly as such Supplemental
          Services are provided.

     9.3  SUPPLIER will provide BUYER with invoices for Services, Supplemental
          Services and other amounts payable to SUPPLIER hereunder on a monthly
          basis. All such invoices shall be due and payable upon receipt
          thereof by BUYER. Undisputed balances not paid within thirty days
          following BUYER's receipt thereof shall bear interest, compounded
          daily, at a rate per annum equal to three percent (3%) plus the
          Prime Rate as publicly announced by Summit Bancorp, Princeton, New
          Jersey, or its successor in interest, on the first business day
          immediately following the Effective Date. This interest rate shall be
          adjusted effective on the first business day of each and every
          succeeding week until the outstanding balance and all interest accrued
          therein is paid in full.

     9.4  On May 1 of each calendar year (excluding the calendar year of the
          Effective Date), the amounts set forth in Pricing - Schedule "C"
          shall be increased by a percentage equal to the percentage, if any, by
          which the CPI (hereinafter defined) published for January of such
          calendar year exceeds the CPI published for January of the preceding
          calendar year. Upon each such adjustment, the amounts set forth in
          Pricing - Schedule "C" shall be the amounts applicable to all Services
          performed on or after the date of such adjustment and shall remain in
          effect until such amounts are further adjusted in accordance with the
          foregoing sentence. As used herein, CPI means the Canadian "Consumer
          Price Index", "annual average all-items indexes" as published by
          Statistics Canada for the Saint John area.

     9.5  Currency Adjustment: All payments shall be in U.S. Dollars, The
          SUPPLIER rate schedule for services, Pricing - Exhibit "C", will be
          adjusted at six (6) month intervals to reflect changes 'in the
          currency exchange rate, between the Canadian Dollar and the US Dollar,
          during the term of this Agreement. The exchange rate between the
          currencies [the exchange rate between the Canadian Dollar and the US
          Dollar] will initially be set to the rate in effect on January 1, 1999
          as published in the Wall Street Journal for such date [the "Initial
          Exchange Rate"]. On each subsequent July I and January I ["Calculation
          Date(s)"], the Initial Exchange will be reviewed and an exchange rate
          will be set for such Calculation Date. If the exchange rate on a
          Calculation Date varies more than two percent [2%] from the Initial
          Exchange Rate then Pricing - Exhibit "C" will be adjusted by the
          amount above or below the Initial Exchange Rate and the adjusted
          Pricing - Exhibit "C" will be effective on such Calculation Date until
          the next Calculation Date.

          The rate used in setting the January 1, 1999 Exchange Rate and
          subsequent exchange rates on Calculation Dates is the spot rate in the
          Wall Street Journal effective as of 4:OOPM E.S.T. for such

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     date. The Wall Street Journal published exchange rates represent the
     interbank rate used for transactions of One Million Dollars [$1,000,000] or
     greater. If the Wall Street Journal is not published on such date, then the
     effective date for such spot rate shall be the next subsequent day that the
     Wall Street Journal publishes the data.

     In the event that adjustments made pursuant to this section 9.5 result in
     the pricing set forth in Exhibit C to increase by more than an aggregate
     of ten percent (10%), BUYER shall have the right to terminate this
     Agreement upon giving SUPPLIER sixty (60) days prior written notice;
     provided, however, that in order to be entitled to exercise such right,
     BUYER must give such written notice within thirty (30) days after being
     informed by SUPPLIER of the price adjustment which first gives rise to such
     right.

9.6  The obligation of BUYER to pay for services rendered in accordance with the
     terms and conditions of this Agreement shall survive the termination of
     this Agreement for any reason.

SECTION 10. SERVICE ENHANCEMENT REQUEST

10.1 BUYER may request changes to, modifications of, and work in addition to
     that identified pursuant to Exhibit A by submitting a written Service
     Enhancement Request to SUPPLIER from time to time during the term of this
     Agreement. SUPPLIER shall have the right to accept or reject the BUYER's
     Service Enhancement Request, in its sole discretion; however, SUPPLIER will
     accept reasonable requests from BUYER. SUPPLIER shall not unreasonably
     withhold such acceptance or rejection. Upon the approval of a Service
     Enhancement Request by SUPPLIER, the amount to be paid SUPPLIER under this
     Agreement and the time of performance shall be adjusted as specified in the
     Service Enhancement Request. All such work shall be executed under the
     terms and conditions specified in this Agreement and each approved Service
     Enhancement Request Form - Exhibit "D". will be appended to this Agreement.

SECTION 11. COOPERATION

11.1 The parties acknowledge and agree that performance under this Agreement
     will require the continued definition and setting of priorities, the
     balancing of competing 'tasks and schedules, and the adjustment of
     priorities over different tasks and different schedules. The parties will
     periodically define in writing, and mutually agree the activities,
     schedules, and deliverables and relative priorities with respect thereto,
     during the term of this Agreement.

11.2 SUPPLIER shall be excused from meeting Performance Objectives if and to
     the extent that any such failure is properly attributable to the delay or
     failure of BUYER to perform its obligations hereunder to provide equipment,
     services or information to SUPPLIER. This includes, but is not limited to,
     BUYER forecasting to within +/- 10%, anticipated call volumes under the
     attached Scope of Services - Exhibit "A".

SECTION 12. RIGHT TO USE OTHER PARTY'S NAME

12.1 Each party grants to the other party the right to use the other party's
     name in government filings without the necessity of obtaining the other
     party's approval for such use. Neither party will use the

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     other party's name in a press release or other public announcement without
     the other party's prior written consent, such consent not to be
     unreasonably withheld or delayed.

SECTION 13. ASSIGNMENT

13.1 This Agreement shall not be assigned by either the BUYER or SUPPLIER,
     except to a purchaser all or substantially all of the stock or assets of
     the assigning party provided such purchaser agrees writing to comply with
     the terms and conditions of this Agreement and provided further that such
     purchaser has a net worth equal to or greater than that of BUYER at such
     time, without the express prior written consent of the other party, and
     this Agreement shall be binding upon and inure to benefit of the parties
     and their respective successors and assigns.

SECTION 14. TERMINATION

14.1 This Agreement may be terminated in the following instances; such
     termination shall be a termination for cause:

     a)   By either party, to the extent permitted under applicable law, if the
          other ceases to function as a going concern, becomes insolvent, makes
          an assignment for the benefit of creditors, files a petition in
          bankruptcy, permits a petition in the bankruptcy to be filed against
          it and such petition is not dismissed within sixty (60) days of
          filing, or admits in writing its inability to pay its debts as they
          mature, or if a receiver is appointed over a substantial part of its
          assets;

     b)   By either party by reason of any other material breach of this
          Agreement by other party which breach has not been remedied or cured
          after at least (90) days written notice delivered by the aggrieved
          party to the other party;

     c)   By SUPPLIER for BUYER's failure to pay any amounts or other charges
          within sixty (60) days from the payment due date, it being understood
          by SUPPLIER that BUYER may elect to make payment to SUPPLIER with an
          express reservation of rights to assure continued performance by
          SUPPLIER under this Agreement pending resolution of any disputes.

14.2 If BUYER terminates this Agreement for any reason, BUYER shall pay to
     SUPPLIER the following:

     a)   All amounts due (subject to monthly minimums, if applicable) for
          properly completed services received by BUYER in accordance with the
          Scope of Services - Exhibit "A"; plus,

     b)   All costs and expenses incurred by SUPPLIER on behalf of BUYER up to
          the date of termination including, but not limited to, telemarketing
          representative training, applicable data processing costs, program
          development time, and third party services.

14.3 Each set of exhibits, attached to this Agreement, define a unique set of
     conditions for SUPPLER and for BUYER [see Section 3.21. The BUYER may, upon
     written notice specified in Exhibit "A", terminate work associated with a
     particular set of exhibits if BUYER's Client [named in the exhibits]
     cancels its agreement with BUYER for the work outlined in the exhibits.

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SECTION 15. INFORMAL DISPUTE RESOLUTION

15.1 Prior to the initiation of arbitration pursuant to Section 16, the parties
     shall first attempt to resolve their dispute informally as follows:

a)   Upon the written request of a Party, each Party shall appoint a designated
     representative who does not devote substantially all of his or her time to
     performance under this Agreement, whose task it will be to meet for the
     purpose of endeavoring to resolve such dispute.

b)   The designated representatives shall meet as often as they reasonably deem
     necessary for each Party to gather and furnish to the other all information
     with respect to the matter in issue which Parties believe to be appropriate
     and germane in connection with its resolution. The representatives shall
     discuss the problem and attempt to resolve the dispute without necessity of
     any formal proceeding.

c)   During the course of discussion, all reasonable requests made by one Party
     to another for nonprivileged information, reasonably related to this
     Agreement, shall be honored in order that each of the Parties may be fully
     advised of the other's position.

d)   The specific format for the discussions shall be left to the discretion of
     the designated representatives, but may include the preparation of
     agreed-upon statements of fact or written statements of position.

e)   Arbitration for the resolution of a dispute shall not be commenced until
     the earlier of

     i)   the designated representatives concluding in good faith that amicable
          resolution through continued negotiation of the matter does not appear
          likely; or

     ii)  thirty (30) days after the initial written request to appoint a
          designated representative pursuant to Paragraph (a) above [this period
          shall be deemed to run notwithstanding any claim that the process
          described in this Section 15. 1, subparagraph a), was not followed].

15.2 This Section 15 shall not be construed to prevent a Party from instituting,
     and a Party is authorized to institute, arbitration earlier than prescribed
     in Subparagraph 15.1 to (i) avoid the application of any applicable
     limitations period, (ii) preserve a superior position with respect to other
     creditors, or (iii) seek immediate injunctive relief

SECTION 16. ARBITRATION

16.1 Whenever either party shall decide to institute arbitration with respect to
     a dispute concerning this Agreement or the satisfaction of any term or
     condition this Agreement, such party shall provide written notice thereof
     to the other party hereto. Thereupon, the parties hereto shall abide by the
     provisions of this Section 16 concerning such arbitration. Arbitration is
     not applicable to disputes under Section 5 or Section 7 of this Agreement.

16.2 Except as modified by this Section 16, the proceedings shall be conducted
     under the rules of the American Arbitration Association. The arbitration
     shall be conducted before a single arbitrator having appropriate knowledge
     and experience in handling commercial disputes. The arbitrator shall be
     appointed jointly by the parties hereto within 30 days following the date
     on which the arbitration

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     is instituted. If the parties are unable to agree upon the arbitrator
     within said 30-day period, the American Arbitration Association shall be
     instructed to choose the arbitrator within 15 days thereafter. None of the
     arbitrators shall have any past or present relationship with or interest in
     the parties to this Agreement or their affiliates. The arbitration
     proceeding shall be conducted in Philadelphia, Pennsylvania and all
     decisions of the American Arbitration Association shall be rendered by its
     Philadelphia Office.

16.3 Except as modified by this Section 16.3, the arbitration shall be conducted
     in accordance with, and the arbitrators shall be bound by, the Federal
     Rules of Civil Procedure and the Federal Rules of Evidence then in effect.
     Unless the arbitrators for good cause determine otherwise, the following
     modifications to such rules shall apply:

     a.   Neither party shall be entitled to conduct depositions of party or
          non- party witnesses,

     b.   All requests for discovery shall be submitted to the other party
          hereto within 30 days following the date that the arbitrator is
          appointed in accordance with Section 16.2 above,

     c.   All responses to discovery requests shall be provided to the
          requesting party within 60 days following the date that the arbitrator
          is appointed in accordance with Section 16.2 above,

     d.   The arbitration proceeding shall be conducted within 120 days
          following the date that the arbitrator is appointed in accordance with
          Section 16.2 above, and

16.4 Unless the parties mutually agree otherwise, the arbitrators shall be
     instructed to issue their award within 30 days following the date on which
     the arbitration proceeding is concluded. The arbitrators shall have the
     authority to grant specific performance, but shall not be authorized to
     award punitive or exemplary damages. Unless the arbitrators for good cause
     determine otherwise, each party hereto shall bear one-half of the fees and
     expenses of the arbitrators and each party hereto shall bear its own costs
     and attorneys' fees in connection with the arbitration.

16.5 Judgment upon the award rendered by the arbitrators may be entered in any
     court having jurisdiction or application may be made to such court for
     judicial acceptance of any award and an order of enforcement, as the case
     may be. In no event shall a demand for arbitration be made by either party
     with respect to any dispute, claim or other matter after the date on which
     litigation based on such dispute, claim or other matter would be barred by
     the applicable statute of limitations.

SECTION 17. RELATIONSHIP

17.1 Nothing contained herein shall be construed to create the relationship of
     employer and employee between SUPPLIER and BUYER or between BUYER and any
     of SUPPLIER's employees or agents. It is the express intent of the parties
     hereto that SUPPLIER is not an employee of BUYER for any purpose, but is an
     independent contractor for all purposes and in all situations. SUPPLIER and
     SUPPLIER's employees shall not represent that they are employees of BUYER,
     or shall they in any manner hold themselves out to be employees of BUYER,

17.2 Neither party shall have the right to enter into any Agreement or
     commitment in the name of or on the behalf of the other, or to bind the
     other in any respect whatsoever, unless specifically authorized in writing
     by the other.

Confidential                     10                      07/29/99
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SECTION 18. NON-SOLICITATION OF EMPLOYEES

18.1 During the initial term and any renewal term of this Agreement, and for a
     period of one year following the expiration or termination of this
     Agreement, neither party hereto, nor any related or affiliated organization
     over which such party has control, shall solicit for hiring (other than
     through advertisements directed to the general public), offer to hire, or
     *in any way employ or compensate (i) any current employee of the other
     party hereto, or (11) any person who has been employed by the other party
     hereto at any time during the immediately preceding six-month period,
     except with the prior written consent of such other party. Notwithstanding
     the foregoing sentence, neither party hereto shall be restricted from
     soliciting for hiring, offering to hire, employing and/or compensating any
     former employee of the other party if the former employee's employment with
     such other party
     was terminated by such other party.

18.2 Both parties hereby acknowledge and agree that (i) the provisions and
     restrictions contained in this Section 18 are reasonable and necessary for
     protection of the legitimate interests of the parties hereto; (ii) neither
     party would have entered into this Agreement in the absence of such
     provisions and restrictions; and (iii) any violation of any provision of
     this Section 18 by a party hereto or any related or affiliated organization
     over which such party has control may result in irreparable injury to the
     other party, which injury may be inadequately compensable in monetary
     damages. Accordingly, the parties hereby acknowledge and agree that each
     party shall be entitled to seek preliminary and/or permanent injunctive
     relief from the other party for any violation or threatened violation of
     this Section 18 by such other party or by any related or affiliated
     organization over which such party has control, without the necessity of
     proving actual damages or posting any bond or other security. The rights
     and remedies of each party under this Section 18.2 shall be cumulative and
     in addition to any other rights or remedies to which such party may be
     entitled
     under this Agreement, at law or in equity.

SECTION 19. INSURANCE

19.1 SUPPLIER, at its expense, shall secure and maintain at all times during
     SUPPLIER's performance of Services or Supplemental Services under this
     Agreement: (i) workers' compensation insurance coverage in such amounts as
     are required by the laws of the Commonwealth of Pennsylvania; and (1i)
     comprehensive general liability insurance coverage having a combined bodily
     injury, loss of life and property damage limit of not less than $1,000,000
     per occurrence and $2,000,000 in the aggregate.

19.2 Upon BUYER's written request and at BUYER's cost and expense, SUPPLIER
     shall provide BUYER with Certificates of insurance evidencing that SUPPLIER
     possesses the insurance
     required under this Section 19.

SECTION 20. GOVERNING LAW AND RELATED MATTERS

20.1 This Agreement shall be construed in all respects under the laws of the
     Commonwealth of Pennsylvania, without regard to Pennsylvania's principles
     governing conflicts of law. If any part of this Agreement shall be held to
     be void or unenforceable, such part will be treated as severable, leaving
     valid the remainder of this Agreement notwithstanding the part or parts
     found to be void or unenforceable.

Confidential                     11                      07/29/99
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20.2 Subject to the provisions of Sections 15 and 16 above, litigation with
     respect to this Agreement may be brought in the courts of the Commonwealth
     of Pennsylvania or of the United States District Court for the Eastern
     District of Pennsylvania, and, by execution and delivery of this Agreement,
     each of the parties hereto hereby irrevocably accepts the nonexclusive
     Jurisdiction of the aforesaid courts. Each of the parties hereto hereby
     further irrevocably waives any claim that any such court lacks jurisdiction
     over it, and agrees not to plead or claim, in any legal action or
     proceeding with respect to this Agreement brought in any of the aforesaid
     courts, that any such court lacks jurisdiction over it.

20.3 Each of the parties hereto hereby irrevocably waives any objection which it
     may now or hereafter have to the laying of venue of any of the aforesaid
     actions or proceedings arising out of or in connection with this Agreement
     brought in the courts referred to in Section 21.2 and hereby further
     irrevocably waives and agrees not to plead or claim 'in any such court that
     any such action or proceeding brought in any such court has been brought in
     an inconvenient forum.

20.4 Each of the parties hereto hereby irrevocably consents to the service of
     process in any such action or proceeding by the mailing of copies thereof
     by registered or certified mail, postage prepaid, to, or to the care of,
     such party, at its address for notices as set forth in Section 23 below,
     such service to become effective 30 days after such mailing. Each of the
     parties hereto hereby irrevocably waives any objection to such service of
     process and further irrevocably waives and agrees not to plead or claim in
     any action or proceeding commenced hereunder that service of process was in
     any way invalid or ineffective. Nothing herein shall limit the rights of
     the parties hereto to serve process in any other manner permitted by law.

SECTION 21. GENERAL

21.1 Audit. Upon five (5) business days prior written notice to SUPPLIER, and
     during regular business hours, BUYER shall have the right to audit,
     examine, and copy any record of SUPPLIER that is related in any way to
     SUPPLIER's service level and billing performance of this Agreement.

21.2 Modifications. This Agreement can only be modified by a written Agreement
     duly signed by the persons authorized to sign agreements on behalf of
     SUPPLIER and of BUYER.

21.3 Severability of Provisions. If any provisions of this Agreement shall be
     held to be invalid, illegal or unenforceable, the validity, legality and
     enforceability of the remaining provisions shall not in any way be affected
     or be impaired thereby.

21.4 Limitations. No action, other than an action for non-payment, regardless of
     form arising out of this Agreement may be brought by either party hereto
     more than two (2) years after the cause of action
     has arisen.

21.5 Waivers. A waiver of a breach or default under this Agreement shall not be
     a waiver of any other or subsequent breach or default. The failure or delay
     by either party in enforcing compliance with any term or condition of this
     Agreement shall not constitute a waiver of such term or condition unless
     such term or condition is expressly waived in writing.

21.6 Force Majeure. Either party's failure to perform any of its obligations
     hereunder, except for the obligation to pay monies when due hereunder,
     shall be excused and shall not give rise to any claims for damages to the
     extent it is caused by an event or occurrence beyond the reasonable control
     of such party including, but not limited to, war, embargoes, government
     restrictions, riots, severe

Confidential                     12                      07/29/99
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     weather or storms, floods, earthquakes, natural disasters, or other Acts of
     God, strikes, power failures, power interruptions, nuclear or other civil
     or military emergencies, or telecommunications or equipment failures or
     interruptions caused by suppliers.

21.7 Captions. Captions contained in this Agreement are for reference purposes
     only and do not constitute part of this Agreement.

21.8 Notices. All notices which are required to be given or submitted pursuant
     to this Agreement shall be in writing and shall be sent by registered or
     certified mail, return receipt requested, to the address set forth below or
     to such other address as SUPPLIER or BUYER may from time to time designate
     by written notice delivered in accordance with this Section.

        Address for notices to BUYER:        Address for notices to SUPPLIER:
        Boston Communications Group, Inc.    ICT Group, Inc.
        100 Sylvan Road, Suite 100           800 Town Center Drive
        Woburn, MA, 01801                    Langhorne, PA 19047
        Attention: General Counsel           Attention: Chief Financial Officer

21.9 Authority: Each party represents that it has full power and authority to
     enter into and perform this Agreement, and the person signing this
     Agreement on behalf of it has been properly authorized and empowered to
     enter into this Agreement.

SECTION 22. ENTIRE AGREEMENT

22.1 This Agreement together with the Schedules hereto constitutes the entire
     agreement between the parties hereto with respect to subject matter hereof
     and thereof This Agreement and the Schedules hereto supersede all prior or
     simultaneous representations, discussions, negotiations, letters,
     proposals, agreements and understandings between the parties hereto with
     respect to the subject matter hereof and thereof, whether written or oral.
     If there is any inconsistency or conflict between the provisions of the
     main body of this Agreement and the provisions of any Schedule hereto, the
     provisions of the main body of this Agreement shall be controlling and
     shall govern,

CELLULAR EXPRESS, INC., D/B/A
BOSTON COMMUNICATIONS GROUP, INC.              ICT GROUP, INC.
--------------------------------

ACCEPTED BY: Jerry Confer                      ACCEPTED BY: John D. Campbell

TITLE: Vice President/ General Manager         TITLE: President--ICT Group Sales

SIGNATURE: /s/ Jerry Confer                    SIGNATURE:  /s/ John D Cambell

Date: 7/30/99                                  Date: 8/4/99

Confidential                     13                      07/29/99
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                                   EXHIBIT "A"
                                SCOPE OF SERVICES
                              BELL ATLANTIC MOBILE

 0-7

GENERAL OVERVIEW: SUPPLIER will recruit, screen, hire and train a dedicated team
-----------------
of Customer Service Representatives (CSR's) for BUYER's inbound Customer Service
calls. Initially the calls will be related to prepaid cellular service
'including balance inquiry, recharging, and billing inquiry and general
information. The work will be performed at SUPPLIER's call center located in
Riverview, New Brunswick, Canada. First live calls will arrive on Monday,
February 1, 1999.

During the term of this Agreement, so long as BUYER has a contract with Bell
Atlantic Mobile to handle customer service calls, BUYER will continue to utilize
the services of SUPPLIER in the handling of all such calls. In the event that
BUYER's contract with Bell Atlantic Mobile to handle customer service calls is
terminated, then BUYER may terminate the provision of services by SUPPLER to
BUYER for the customer service calls of Bell Atlantic Mobile upon 60 days prior
written notice to SUPPLIER, and BUYER shall have no obligation to make any
payment to SUPPLIER, including without limitation, any penalty, termination
charge, damages or minimum monthly billing charge except those charges due for
services rendered through the effective date of termination.

Notwithstanding the provisions of Section 14.1(b) of the Agreement to which this
Exhibit A is attached, in the event that SUPPLIER is completely unable to
perform the services for BUYER Described in this Exhibit A due to an "Equipment
and Facilities Failure" (as defined herein) of Equipment and Facilities provided
by SUPPLIER, and fails to restore the performance of such services within thirty
(30) days after receipt of written notice from BUYER, then BUYER may terminate
the program described herein without any further obligation to SUPPLIER. For
purposes of this Agreement, an "Equipment and Facilities Failure" shall mean (a)
a loss of electrical power, (b) a loss of telephone communications, (c) a
failure of computer of telephone equipment to function properly and/or, (d) loss
of use of the physical facility.

RECRUITING:  SUPPLIER will use the BUYER's CSR Profile to screen and select
----------
CSR's. The BUYER may provide SUPPLIER with testing tools to use during the
interview. SUPPLIER will use such tools, provided they are within the limits of
all relevant government entities, to conform to the BUYER's standard. The BUYER
may review the selected CSRs in advance of training and the BUYER may, at that
time, remove CSRs that do not meet their qualifications for initial hiring.

SUPPLIER will recruit English and when requested, bilingual CSRs. The BUYER will
specify the number of each type at least 45 days in advance so that SUPPLIER
will have sufficient time to screen and select the required CSRs. The BUYER or
their representative may test the selected CSRs for their special language
skills. The BUYER may remove CSRs that do not meet their qualifications for
special language skills. SUPPLIER and BUYER will agree on a standard evaluation
form, which BUYER will complete for each CSR removed, documenting why that CSR
did not meet BUYER qualifications.

SUPPLIER will require a limited criminal background check on all selected CSRs
to inspect for a history of fraud or credit card misuse.

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TRAINING: BUYER's trainers will provide CSR training on-site in Riverview until
--------
SUPPLIER trainers and at least one (1) SUPPLIER Supervisor have completed two
training sessions with BUYER's trainers. SUPPLIER trainers will thereafter train
the CSR staff. The BUYER provided training period would continue for two
complete training sessions for each Bell Atlantic Mobile program.

The BUYER will be billed for the initial CSR program training period and for any
CSR program training that might be required by a BUYER initiated program change.

The BUYER will not be billed for any training required as a result of CSR
attrition at any time.

If training must be conducted off-site from Riverview, the BUYER will pay travel
and living expenses for the SUPPLIER staff during the training,

CONTINOUS TRAINING: SUPPLIER will provide one (1) hour of billable refresher
------------------
training per CSR per month.

SUPPLIER will adopt BUYER's [Zenger Miller] Supervisor Development Program.
SUPPLIER agrees, within 180 days of executing this agreement, to have one (1)
Trainer or Supervisor within the Riverview call center certified on Zenger
Miller at SUPPLIER's expense. SUPPLIER's certified Trainer or Supervisor will
then train SUPPLIER's other Trainers and Supervisors It is expected that this
development program will be an on-going activity and will consume less than 3.5%
of the supervisor's work activity on an annual basis.

LD CARRIER: BUYER will select and directly contract with [pay access and usage
-----------
charges] the IXC of their choice who will provide inbound call transport
services.

QUALITY ASSURANCE: SUPPLIER supervisors or QA department will monitor at least
------------------
two inbound calls per agent per week. These calls will be rated and scored using
a format and criteria provided by the BUYER.

The BUYER will have remote access to SUPPLIER's ACD in order to monitor calls.

SUPPLIER and BUYER agree to comply with all legal requirements regarding the
monitoring and taping of calls.

Upon both party's signing a separate letter agreement covering BUYER's volume
commitment, SUPPLIER will proceed to purchase and arrange for installation of
the "NICE Universe version 4" quality monitoring system, identified in Systems
Platform & Network Arrangements - Exhibit "E", as requested by BUYER

HOURS OF COVERAGE: SUPPLIER will operate the BUYER's program 24 hours per day, 7
-----------------
days per week, 52 weeks per year.

ASPECT: Equipped with Producer / Director capabilities and Report Writer. BUYER
-------
will have access to Director terminal screens related to BUYER'S programs.

REPORTS: SUPPLIER will e-mail reports according to a BUYER defined schedule
-------

The BUYER will supply Aspect ACD custom report templates to SUPPLIER. SUPPLIER
will run and

Confidential                     15                      07/29/99
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deliver said reports to BUYER according to agreed upon BUYER defined schedule.
SUPPLIER will also run standard Aspect reports, as agreed upon, when requested
or as scheduled by the BUYER. Custom reports can be developed upon request at
programming rates listed in Pricing - Exhibit "C".

SUPPLIER will supply a monthly breakdown of Payroll Hours by CSR which, at
minimum, will include Aspect Log-on hours and training hours.

SYSTEMS & NETWORK: Detailed in the attached Systems Platform & Network
-------------------
Arrangements - Exhibit "E"

SYSTEMS SUPPORT: SUPPLIER agrees to provide one [1] System Administrator, solely
----------------
dedicated to the BUYER, whenever the BUYER's billable monthly purchase of
Dedicated CSR time exceeds 22,500 hours.

PROMPT PROBLEM RESOLUTION: Each party agrees to immediately notify the other,
--------------------------
via the Problem Resolution Process - Exhibit "I", of any outstanding issues
affecting the program.

SPECIAL REQUIREMENTS:
---------------------

SUPPLIER will supply a dedicated LAN in Riverview to support BUYER's program.

SUPPLIER will purchase and install Routers and LAN ports.

BUYER will pay for all Voice and Data communication facilities. SUPPLIER will
assist the BUYER, through a Letter of Agency, to facilitate the delivery of such
services to the Riverview facility.

BUYER may have a reasonable number of their employees in the call center during
any buildout.

The BUYER will have limited, read only, access to their program data on the
Aspect ACD for reporting purposes.

WORKSTATIONS: SUPPLIER will provide 60% - 75% as many workstations [each
-------------
equipped for voice and data] as there are Full Time Equivalent (FTE) CSRs.

SECURITY PLAN: SUPPLIER to provide a plan within first thirty days after start-
--------------
up. The intent of the security plan is to reasonably accommodate the BUYER's
concern that access to the PC workstation be restricted to CSRs assigned to the
BUYER's program.

Confidential                     16                      07/29/99
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                                   EXHIBIT "B"
                            SERVICE LEVELS & STAFFING
                              BELL ATLANTIC MOBILE

SERVICE OBJECTIVE: 80% of all calls answered within 20 seconds. The 20 second
------------------
threshold is independent of any forced message treatment. Forced message
treatment will be added to this metric to arrive at true service levels.
SUPPLIER's ability to meet the 80/20 Service Objective depends critically on the
accuracy of the BUYER defined Staffing and BUYER provided Call Volume Forecast.

DEDICATED CSRs: SUPPLIER will provide dedicated CSR's who only work on BUYER's
---------------
program, according to the following Table 1:

                         TABLE 1 - PRODUCTION FTE CSR'S
                         ------------------------------



--------------------------------------------------------------------------------


                             Cumulative     CUMULATIVE      TOTAL
                              English       BILINGUAL     PRODUCTION
       Date Range            FTE CSR's      FTE CSR'S     FTE CSR'S
--------------------------------------------------------------------------------

  02/08/99    03/01/99          40                          40

  03/01/99    03/15/99          80             2            82

  03/15/99    04/12/99          95             4            99

  04/12/99    CURRENT          105             6           111
--------------------------------------------------------------------------------


Each FTE CSR represents 150 hours per full calendar month of Dedicated Customer
Service Representative time billable to BUYER at the Production rate shown in
Pricing - Exhibit "C".

BUYER's FORECAST: Each week the BUYER will supply a rolling 45 -day forecast of
the required staffing levels. SUPPLIER and BUYER will then agree to a staffing
level in writing via Service Enhancement Request Form - Exhibit "D". SUPPLIER
agrees to meet staff increases within 45 days after receipt of the forecast
provided the increase is not more than 30 additional CSRs. SUPPLIER will apply
best efforts to meet BUYER requirements if the increase is more than 30 CSRs
within a 45-day Wine frame.

SUPPLIER will be excused from meeting Service Level Objectives if the actual
number of calls received by SUPPLIER deviates more than + 10% from the BUYER
forecast supplied 45 days prior to the week in which the calls arrive.

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CENTER MANAGEMENT STAFFING: SUPPLIER will provide and maintain call center staff
--------------------------
as follows:

STAFFING COMIMMENT: SUPPLIER will provide and maintain call center staff as
------------------
follows:

Training Lead -       I Training Lead [shared with other BCG work]
Trainers -            60:1 ratio of CSRs to Trainers / Training Lead [shared
                      with other BCG work]
QA Lead -             I QA Lead [shared with other BCG work]
QA Monitors -         60:1 ratio of CSRs to QA Monitors / QA Lead
Operations Manager -  I Operations Manager [shared with other BCG work]
Floor Supervision -   18:1 ratio of CSRs to Floor Supervisors

QUALITY ASSURANCE STANDARDS: SUPPLIER will adhere to BUYER's standards of
---------------------------
monitoring at least 2 Inbound calls per agent per week.

Confidential                     18                      07/29/99
<PAGE>

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


Riverview MSA

                                   EXHIBIT "C"
                                     PRICING
                              BELL ATLANTIC MOBILE

BILLABLE HOURS: SUPPLIER will bill the BUYER for "Aspect Log-on Hours" for the
assigned CSRs. This time will include two 15 -minute breaks per 7.5 -hour
workday. Lunch break will not be billed to the BUYER.

If the BUYER requires activity other than handling inbound calls or if the
BUYER's processes and procedures require the CSR to engage in substantial non-
phone activity, those hours will be billed to the BUYER at the standard rate
specified below for Inbound Customer Service.

DEDICATED CUSTOMER SERVICE REPRESENTATIVES: [Notes I - 4]
-------------------------------------------

PRODUCTION RATE:                                 [**]

TRAINING RATE:                                   [**]

SYSTEMS SUPPORT / PROGRAMMING: [Note 5]          [**]

CRIMINAL BACKGROUND CHECK:                       [**]

CUSTOMER SPECIFIED EQUIPMENT :                   [**]

NOTES:
------

1.)  All rates are in U.S. Dollars, with a minimum monthly billing equal to 150
     hours times the number of FTE CSR's contracted for. Work performed in
     Canada is subject to currency review / adjustment every 6 months.

     2.)  BUYER contracts with, and pays carrier for, all inbound access and
          usage charges.

     3.)  Specialized data / system equipment can supplied by BUYER or priced
          separately.

     4.)  Data communication links provided by BUYER.

     5.)  When requested by BUYER.

STAFFING PENALTY PROVISION: The BUYER shall receive a credit for any SUPPLIER
---------------------------
failure to deliver at least ninety percent (90%) of the "FTE CSR" staff (on the
scheduled "Date Range" as detailed in Table I of Exhibit "B" and/or as mutually
agreed to via Service Enhancement Request Form - Exhibit "D"). BUYER may take a
credit against the SUPPLIER monthly invoice of one half of one percent (0.5%)
for each FTE CSR below the 90% level not available during a calendar month, with
a maximum penalty of five percent (5%) in any given calendar month. An FTE CSR
is defined as 150 hours of production time.

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CHANGE REQUESTS: All BUYER requested changes [staffing, systems, facilities,
----------------
etc.] must be documented on a Service Enhancement Request Form - Exhibit "D" and
approved via authorized signature of both BUYER and by SUPPLIER.



Confidential                     20                      07/29/99
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                                   EXHIBIT "D"
                        SERVICE ENHANCEMENT REQUEST FORM
                        --------------------------------

A.R.______________________(YY-Seq#)         Approved__________________________
                                            Denied ____________________________


REQUESTED BY:_________________________      DATE:______________________________

IMPLEMENTATION DATE: _____/ _____/ _____

PRIORITY:       _____High _____ Med     _____Low
CALL CENTER:    I - Deland       2 - Lakeland      3 - Riverview
                4 - Other (Specify)_____________________________________

SYSTEMS:        I - Facilities        2 - PCs/LAN    3 - NT Servers
                4 - ACD               5 - PBX        6 - Communications
                7 - Other (Specify)_____________________________________
DESCRIPTION

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


IMPACT:
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


________________________________________________________________________________
ESTIMATED COST: $            Plus tax   MAINTENANCE: $_______________
                ------------
             (Attach documentation including on going maintenance)

FINANCIAL RESPONSIBILITY: __________________  I = BCGI  2 = ICT

APPROVED BY BCGI: __________________________  DATE: _____/ _____/ _____

APPROVED BY ICT: ____________________________ DATE: _____/_____/_____

                              Home Office Use Only

EXPENDITURE APPROVED BY: __________________________  DATE: _____/ _____/ _____

PRINT NAME: ______________________________________   TITLE:___________________
________________________________________________________________________________



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                                   EXHIBIT "E"
                     SYSTEMS PLATFORM & NETWORK ARRANGEMENTS
                              BELL ATLANTIC MOBILE

Minimum Desktop Specification:
------------------------------

Processor                   Intel Pentium 11 233MHz
Operating System            Windows NT Workstation 4.0, service pack 4
System RAM                  64 Meg
Hard Drive                  4 Gig
Video RAM                   4 Meg
Network Interface Card
Monitor                     17"
Imaging Software            Drive Image

Minimum ACD Specifications:
---------------------------

  Aspect Call Center 30OR
  Vendor certified Y2K compliant system software
  Thirty-two (32) Voice Ports
  AMC Card -   [coincidental with installation of NICE equipment]
  ISDN PRI ready
  Network InterQ compatible with Release 6 far end systems
  Application Bridge
  Event Bridge
  Realtime Bridge
  Anonymous FTP
  Prime Time Report Software - [BUYER may supply other software at BUYER's
  option & expense]
  Custom View Suite w/remote network connectivity and dedicated historical
  reporting station

Minimum Quality Monitoring System Specification:
------------------------------------------------

Upon both party's signing a separate letter agreement covering BUYER's volume
commitment, SUPPLIER will proceed to purchase and arrange for installation of
the "NICE Universe version 4" quality monitoring system, identified in Systems
Platform & Network Arrangements - Exhibit "E", as requested by BUYER

Data Network:
-------------

SUPPLIER will supply an Ethernet 100Mb backbone to the desktop, Cisco 3600
Series Routers, all equipment managed and observed by HP software.

Confidential                     22                     07/29/99
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                                  EXHIBIT "F"
                                BUYER & SUPPLIER
                           PROBLEM RESOLUTION PROCESS

1.   Level I: It is the intent of both parties that SUPPLIER's "Center
     Management" and BUYER's "Account Management" resolve daily Operational
     Issues. These issues would include but are not limited to: call volume
     forecasts, enhancement training, performance improvements, staffing and
     schedules.

     The BUYER Systems Administrator and the BUYER's Technical Operations
     Manager will resolve daily Technology issues. These issues would include
     but are not limited to the ACD, agent workstations, network and IVR
     configurations, etc.

     If immediate agreement is not reached and should the nature of the problem
     have an immediate impact on the BUYER, the BUYER's customers or pose a
     substantial financial loss, immediate remedial action will be taken by the
     Level I management to alleviate the problem. The intent is to minimize any
     negative effect on the BUYER and customers and/or to reduce any substantial
     financial loss. Concurrently, the issue will be referred to Level 11 for
     eventual resolution. The guiding principle should be to prevent any
     disagreement from affecting the delivery of services to the BUYER and their
     customers.

2.   LEVEL II: A referral to Level II, can be done jointly (preferred) or
     singly. It is to be done in writing with a brief outline of the issue, the
     impact on BUYERs or costs and a summation of the reasons for disagreement.
     The notice is to be delivered via e-mail or fax to the Level II management
     teams with a voice mail or beeper message informing the Level II teams of
     an active referral.

The Level II management teams for issues relating to Call Center Operations
include the SUPPLIER's Group Vice President and the BUYER's Vice
President/Director responsible for the SA relationship.

The Level II management teams issues relating to Call Center or Information
Technology include the SUPPLIER's Group Vice President - Systems and the BUYER's
Technical Operations Director,

     Any issue referred to Level II, will be resolved within 48 hours or
     referred to Level III for review.

     A referral to Level II, will require that the Level II management teams
     meet (conference call or face to face) within 48 hours of a referral to
     review the issue and to confirm any interim action taken to alleviate the
     issue on a temporary basis.

     Any referral to Level II will require a written response outlining the
     actions to be taken to resolve the conflict. The response will be provided
     to Level I management teams for implementation.

3.   LEVEL III: The Level III management teams are composed of SUPPLIER's -
     President Management Services and BUYER's VP & GM Teleservices, The intent
     of both parties is that any issue referred to Level III will be resolved
     within 48 hours.

A referral to Level III, will require that the Level III management teams meet
(conference call or face to face) within 48 hours of a referral to review the
issue and to confirm any interim action taken to

Confidential                     23                      07/29/99
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alleviate the issue on a temporary basis. Any referral to Level III will require
a written response outlining the actions to be taken to resolve the conflict.
The response will be provided to Level I and II management teams for
implementation.

4.   Supporting Materials: The SUPPLIER's Level II management team will maintain
     and distribute to Level I,II and III teams a current contact list for all
     SUPPLIER and BUYER management personnel involved in Level I, II and 111.
     The list will provide phone, beeper, fax, e- mail, and cellular and postal
     address information along with position.

     The SUPPLIER's Level 11 management team will, in conjunction with the
     BUYER's Level 11 management team, create and maintain a standard format for
     the escalation and response to issues referred to the Issue Resolution
     process.

5. Listing of the Level I, II and III Management Teams:
   ----------------------------------------------------

      Level I
      -------
       Operational Issues
             SUPPLIER:              Call Center Manager
             BUYER:                 BUYER Operations Manager

       Technical Issues
            SUPPLIER:               Systems Administrator
            BUYER:                  Technical Operations Manager
      LEVEL II
      --------
       Operational Issues
            SUPPLIER:               VP-Operations, Management Services Division
            BUYER:                  VP/Director

       Technical Issues
            SUPPLIER:               VP- Systems, Management Services Division
            BUYER:                  Technical Operations Director

      Level III
      ---------

            SUPPLIER:               President, Management Services Division
            BUYER:                  VP & GM, Teleservices Division



Confidential                     24                     07/29/99