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                                                                   EXHIBIT 10.44
                        CALL CENTER SERVICES AGREEMENT
                   BETWEEN MCI WORLDCOM COMMUNICATIONS, INC.
                           AND RMH TELESERVICES INC.

     This Agreement ("Agreement") is entered into as of March 16, 2001
("Effective Date") by and between MCI WORLDCOM Communications, Inc. ("MCI") and
RMH Teleservices, Inc. ("RMH")(referred together herein, as the "Parties" or
separately, as a "Party").

                                   RECITALS

     WHEREAS, MCI is a telecommunications company that offers its customers a
wide variety of telecommunications services and products;

     WHEREAS, RMH is in the business of providing various sales, marketing and
customer service support services to its clients;

     WHEREAS, MCI desires to retain RMH to perform independent contractor
services for MCI's telemarketing, customer service support and related
telemarketing and customer service call center functions and RMH agrees to
provide such services to MCI according to the terms of this Agreement;

     NOW, THEREFORE, in consideration of the mutual provisions contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, MCI and RMH hereby agree as follows:

1.   DEFINITIONS. Defined terms shall have the meanings set forth in Schedule A
     -----------
     (Definitions). Defined terms not appearing in Schedule A shall have the
     meaning set forth elsewhere in the Agreement.

2.   SERVICE.
     -------

     2.1  Services Description. The call center services to be provided
          --------------------
          by RMH under the terms of this Agreement shall consist of (i)
          handling and resolving inbound MCI telecommunication-related
          customer service inquiries, and "up selling" MCI
          telecommunication-related services to MCI Customers ("Customer
          Service Call(s) or "Call(s)") whose calls are received and
          routed via MCI's network platform to a customer service call
          center; (ii) placing outbound telemarketing calls
          ("Telemarketing Call(s)" or "Call(s)") to MCI residential
          consumer leads; and (iii) any other services as mutually agreed
          upon by the Parties. These functions will collectively be
          referred to as the "Services". The Services shall be offered in
          English and Spanish with other languages to be added subject to
          the Parties' mutual agreement.

     2.2  Performance Standards. The Services provided by RMH shall be in
          ----------------------
          accordance with MCI's Policiesand Procedures and the
          performance standards used in determining Top Center Ranking
          (Schedule B). RMH agrees to comply with all Policies and
          Procedures received by it. RMH acknowledges receipt of Policies
          and Procedures by delivery to the appropriate RMH Authorized
          Individual. Policies and Procedures and performance standards
          shall be modified by MCI from time to time at MCI's discretion.
          All modifications will be consistent with the Policies and
          Procedures and performance standards utilized by MCI for its
          Internal Centers.

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     2.3  Changes to Services. MCI may request RMH to change the Services
          -------------------
          being performed by RMH under this Agreement through a written
          change request ("Change Request"). RMH shall endeavor in good
          faith to advise MCI as to the most cost-effective and efficient
          means of implementing such Change Request. Upon MCI's approval
          of the costs and ramp-up schedule associated with the Change
          Request(s), RMH shall implement the Change Request(s) and MCI
          shall pay the appropriate charges, if any, in accordance with
          the Change Request agreement(s) of the Parties, as confirmed in
          a written amendment to this Agreement.

3.   RMH'S OBLIGATIONS.
     -----------------

     3.1  Implementation Date. RMH agrees to have all necessary
          --------------------
          preparation measures completed on or before March 26, 2001 or a
          later date if agreed upon by the Parties (the "Implementation
          Date"), including, but not limited to, its facilities, staffing
          and training, necessary to implement the Services.

     3.2  Staffing. RMH shall provide all live support necessary to
          ---------
          perform the Services at the Handle Minute Forecast and Work
          Hour Forecast. Upon MCI's reasonable notice to RMH, RMH's
          customer service support shall be available to operate eighteen
          (18) hours a day, three hundred and sixty-five (365) days a
          year. Customer service operations may be expanded to twenty-
          four (24) hours a day subject to the Parties' mutual agreement.
          RMH shall be capable of providing telemarketing services to MCI
          from 8:00 a.m. to 9:00 p.m. local time of Customer called
          Monday through Friday and 9:00 a.m. to 5:00 p.m. local time of
          Customer called Saturday and Sunday, except as otherwise
          restricted by applicable law. RMH shall be solely responsible
          for hiring, managing, and compensating all CSRs, TMRs,
          Supervisors, HR/Recruiters, and Center Management and
          Administrative Personnel necessary to perform the Services. RMH
          shall determine, and be solely responsible for meeting the
          appropriate level of TMRs and CSRs necessary to provide the
          Services at the Handle Minute Forecast and Work Hour Forecast
          and in accordance with the performance standards and Policies
          and Procedures.

          3.2.1 Account Manager. RMH shall assign a RMH employee to be a
                ---------------
                liaison between MCI and RMH, who will (i) submit material
                and information requests to MCI; (ii) provide reasonable
                access to RMH's staff to answer questions; and (iii)
                provide schedules and plans to MCI for MCI's review
                and/or approval.

          3.2.2 RMH Operations Team. By the Implementation Date, RMH
                --------------------
                shall assign RMH personnel to a vendor operations team to
                work with the MCI Operations Team on a regular basis (the
                "RMH Operations Team"). Upon the departure of an RMH
                Operations Team member for any reason during the term of
                this Agreement, RMH shall be responsible for replacing
                that individual with another qualified individual within
                thirty (30) days of the departure date. The RMH
                Operations Team is set out in Schedule F.

         3.2.3  Compensation. RMH agrees to pay its employees performing
                 ------------
                 the Services pursuant to the compensation grids set out
                 in Schedule G. If MCI, at its sole discretion, modifies
                 any of the Tables outlined in the compensation grids set
                 out in Schedule G, RMH shall have the right to modify
                 their telemarketing and customer service pricing
                 structure set out in Schedule C to cover those
                 modifications.

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     3.3  Monitoring. Without prior notice to RMH, MCI shall have the right
          ----------
          to monitor and record on-site at the RMH Centers and to monitor
          and record remotely outside the RMH Centers, to the extent
          permitted by law and at MCI's discretion, RMH's CSRs and TMRs
          handling Calls and performing Services for MCI. MCI shall share
          the results of its monitoring upon request by RMH. RMH agrees
          that it will secure from all employees serving as CSRs or TMRs
          under this Agreement written consent to be monitored by RMH and
          MCI. In addition, RMH will, from time to time, or upon request by
          MCI, notify MCI regarding RMH's current written policies
          regarding monitoring of its CSRs and TMRs by its own personnel.

     3.4  Facilities. RMH shall support the Services at its Houston, TX
          ----------
          call center facility. RMH shall support additional MCI call
          volume at mutually approved RMH call center locations (the "RMH
          Centers"). RMH shall be responsible for all costs associated with
          any decision RMH initiates to open a new call center or
          consolidate or relocate any RMH Center with the exception that
          MCI will be responsible for providing MCI Equipment and/or MCI
          Software or MCI Proprietary Software. Any new, consolidated or
          relocated RMH Center must be approved in advance by MCI.

          3.4.1 MCI Facility Space. During the Term of this Agreement, RMH
                ------------------
                agrees to provide MCI offices and cubes adequate to ensure
                that MCI can perform its obligations under this Agreement.
                Each designated work space should at a minimum include
                three working phone lines and five analog lines.

          3.4.2 Access. Subject to compliance with RMH's site and security
                ------
                regulations, RMH shall provide MCI with unrestricted access
                to that portion of the RMH Centers used to perform the
                Services. This access shall (i) provide MCI with access to
                adequate facilities at each of the RMH Centers to enable
                MCI to do on-site monitoring; (ii) provide access to MCI
                management; (iii) without prior notice to RMH, permit MCI
                to conduct on-site inspections of RMH's Centers' training
                sites and related areas if used by RMH to provide Services
                for MCI; (iv) permit MCI to perform maintenance and related
                work on MCI Equipment, MCI Software and MCI Proprietary
                Software, as necessary in MCI's sole judgment, including
                during off hours; and (v) upon reasonable advance written
                notice to RMH, permit MCI to conduct tours of the RMH
                Centers for other MCI personnel, Customers, and other MCI
                approved individuals (excluding competitors of RMH).

     3.5  Equipment. RMH shall provide, at its own expense, without
          ---------
          limitation, all Center furnishings, voice/data wiring,
          productive/training desktop computer hardware, and third party
          applications consistent with MCI's requirements, as well as
          workstations, facility security, T-1 connectivity to the RMH
          network, and all other calling floor equipment and supplies and
          other RMH equipment as set forth in Schedule D, necessary to
          provide the Services, consistent with MCI technical standards of
          which RMH has been notified, as they may change from time to
          time. In the event RMH shall operate MCI Equipment, MCI Software
          or MCI Proprietary Software, RMH shall do so only as directed by
          MCI. RMH shall not upgrade, modify or otherwise alter MCI
          Equipment, MCI Software or MCI Proprietary Software unless and
          until MCI gives RMH such direction, with the exception of MCI
          provided headsets, which RMH will be responsible for maintaining
          and replacing as needed. RMH shall utilize MCI Equipment, MCI
          Software and MCI Proprietary Software only for the performance of
          Services for

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          MCI. RMH agrees to make MCI whole for loss or damage to MCI
          Equipment, MCI Software or MCI Proprietary Software provided by
          MCI for use in the RMH Centers, to the extent such loss or damage
          results from negligence or willful misconduct of an RMH
          employee.

     3.6  Telemarketing Data.
          ------------------

          3.6.1  Data Consumption. RMH shall be responsible for "Thoroughly
                 ----------------
                 Utilizing" the MCI Data and shall follow MCI's guidelines
                 with respect to MCI Data consumption. "Thoroughly
                 Utilizing" means that RMH's Call attempts (i.e., Calls
                 dialed) and Completes (leads dispositioned out of the
                 system by a TMR, i.e., not called again during a Call
                 Campaign) per Work Hour fall within plus or minus
                 [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] of the
                 Call attempts and Call completes per Work Hour achieved by the
                 Internal Centers .

          3.6.2  Data Integrity. Data is defined as any information
                 --------------
                 relating to MCI Customers, including, but not limited to,
                 names, addresses, telephone numbers, and any accompanying
                 codes. Data is supplied for the specific purpose of
                 marketing MCI products and services and is not to be
                 copied without express written consent. Data elements are
                 not to be combined with or appended to any other data
                 source. Except as directed by MCI for purposes of this
                 Agreement, RMH may not record or retain the recording of
                 any Data, including but not limited to Data acquired from
                 Customers in the course of Calling (e.g., responses or
                 nonresponses re: contacts, disconnects or sales), nor may
                 RMH use the Data to derive any other information,
                 including, but not limited to, aggregate information above
                 the Customer level (e.g., by area code, exchange, zip code
                 or day of the week). Ownership of Data supplied and any
                 and all information derived from all activities associated
                 with the Data is solely MCI's. Upon termination or
                 expiration of this Agreement, RMH must obtain an MCI
                 authorized individual's certification of the destruction
                 and/or return of all Data files, including all
                 intermediate or derived files.

     3.7  Sales Verification. MCI shall subcontract to a third party
          ------------------
          verification vendor to independently verify all Sales resulting
          from the Services provided under this Agreement. MCI shall be
          solely responsible for determining procedures necessary for
          complying with applicable federal, state and local laws and
          regulations governing sales of telecommunications services. RMH
          shall be responsible for following the procedures established by
          MCI to enable it to comply with such regulations.

     3.8  Escalations. RMH will be responsible for responding to
          -----------
          MCI's national escalations group ("NEC") regarding all Call
          escalations originating from RMH Centers in the timeframe and
          fashion outlined in the Policies and Procedures regarding
          escalations. If the number of Agency Escalations directly caused
          by Calls made by RMH CSRs or TMRs exceeds the MCI Internal Center
          escalations rate by more than ten percent (10 %) in any two
          months during the term of the Agreement, MCI has the right to
          terminate the Agreement immediately for cause. In addition to the
          indemnification obligations set forth in Section 13, RMH will be
          financially liable for fifty percent (50%) of any fines or
          penalties imposed by any Federal, state or local regulatory body
          due to any negligent or intentional act or omission by RMH, or
          breach of any provision of this Agreement, while providing
          Services to MCI. RMH's liability under this Section 3.8 will be
          limited to [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]

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      per occurrence, with a contract year limitation of liability of [REDACTED
      DUE TO REQUEST FOR CONFIDENTIAL TREATMENT].

     3.9  Gainsharing. RMH shall use good faith efforts to work with MCI to
          -----------
          increase the cost efficiency of the Services. Any savings
          achieved through implementation of a Gainsharing concept
          developed by MCI and/or RMH shall be shared evenly between MCI
          and RMH. To qualify as a Gainsharing under this Agreement, RMH
          shall forward a Gainsharing proposal to MCI outlining the
          specific Service and Gainsharing methods RMH is proposing to
          implement to achieve savings for RMH and MCI. MCI shall review
          such Gainsharing proposal and, if acceptable to MCI, MCI shall
          approve the Gainsharing proposal in writing. Prior to
          implementation of a Gainsharing concept, MCI and RMH shall agree
          on how to account for the savings achieved by the Gainsharing in
          RMH's monthly billing. MCI and RMH shall work together to
          implement and evaluate the Gainsharing method to achieve the
          desired results of the Parties.

4    MCI OBLIGATIONS.
     ---------------

          4.1  Annual Volume Commitment.
               ------------------------

               4.1.1 Annual Handle Minute Commitment. Provided RMH is meeting
                     -------------------------------
                     Schedule Adherence standards each month, MCI agrees to an
                     Annual Handle Minute Commitment of [REDACTED DUE TO REQUEST
                     FOR CONFIDENTIAL TREATMENT] Handle Minutes for the time
                     period from April 1, 2001 through December 31, 2001 and
                     [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]
                     Handle Minutes per calendar year from January 1, 2002
                     through December 31, 2005. For any given month, if RMH does
                     not meet Schedule Adherence standards, MCI's Annual Handle
                     Minute Commitment will be decreased by the difference
                     between Handle Minutes Forecast and actual Handle Minutes
                     for that month.

               4.1.2 Annual Work Hour Commitment. Provided RMH is meeting Work
                     ---------------------------
                     Hour Forecasts each Cycle, MCI agrees to a Annual Work Hour
                     Commitment of [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
                     TREATMENT] Work Hours for the time period from April 1,
                     2001 though December 31, 2001 and [REDACTED DUE TO REQUEST
                     FOR CONFIDENTIAL TREATMENT] Work Hours per calendar year
                     from January 1, 2002 through December 31, 2005. For any
                     given Cycle, if actual Work Hours are less than Work Hours
                     Forecast, MCI's Annual Work Hour Commitment will be
                     decreased by the difference between Work Hours Forecast and
                     actual Work Hours for that month.

          4.2  Operational Coordination. MCI will be responsible for all aspects
               -------------------------
               of routing Customer Service Calls to RMH's Centers. For customer
               service, MCI will provide to RMH schedules for staffing
               requirements by Work Hour, with the staffing requirements to be
               modified as necessary by MCI. For telemarketing service, MCI will
               provide staffing requirements on a Cycle basis, with the staffing
               requirements to be modified as necessary by MCI.

          4.3  Handle Minute Forecast. MCI shall provide RMH with monthly Handle
               ----------------------
               Minute Forecasts. Handle Minute Forecast equals the number of
               Calls Handled, as determined by MCI at its discretion, multiplied
               by an Average Handle Time, determined by MCI at its discretion.

               4.3.1 Monthly Forecast. MCI shall supply RMH with a rolling
                     ----------------
                     three-month Handle Minute Forecast, which MCI may revise at
                     any time prior to

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                     thirty (30) days before the first day of each month within
                     the three-month Handle Minute Forecast.

          4.4  Work Hour Forecast. MCI shall provide RMH with a monthly Work
               ------------------
               Hour Forecast for a rolling four-Cycle period. MCI may revise the
               Work Hour Forecast at any time prior to fifteen (15) days before
               the first day of each Cycle. The monthly Work Hour Forecast can
               increase by up to the greater of [REDACTED DUE TO REQUEST FOR
               CONFIDENTIAL TREATMENT] or [REDACTED DUE TO REQUEST FOR
               CONFIDENTIAL TREATMENT] Work Hours, or decrease by up to the
               greater of [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]
               or [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] Work
               Hours, based on the previous month's Work Hour Forecast, taking
               into account work days and Seasonality.

          4.5  Third Party Verification. MCI shall retain the third party
               ------------------------
               verification vendor to independently verify sales under this
               Agreement to identify Confirmed Line Sales.

          4.6  Customer Communications. MCI shall provide RMH with MCI-approved
               -----------------------
               telemarketing scripts, MCI product information, and MCI-approved
               responses to specific consumer requests or objections.

          4.7  Training. MCI shall be responsible for all aspects of training.
               --------
               The amount and type of training will be determined at MCI's
               discretion based on Segment (customer service) or Call Campaign
               (telemarketing), and will include both classroom training and
               ABay training.

               4.7.1  Initial Training. MCI shall pay for Initial Training for
                      ----------------
                      CSRs at a rate of [REDACTED DUE TO REQUEST FOR
                      CONFIDENTIAL TREATMENT] per Training Hour and for TMRs at
                      a rate of [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
                      TREATMENT] per Training Hour for all new hires up to the
                      first [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]
                      full-time equivalent ("FTE") productive CSRs and up to the
                      first [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]
                      FTE productive TMRs. Thereafter, should MCI require the
                      addition of FTEs, the Parties will mutually agree upon the
                      amount of additional Initial Training MCI shall pay for.
                      Any additional Initial Training will be at the same rates,
                      and under no circumstances shall MCI be responsible for
                      training expenses attributable to Attrition.

               4.7.2  Ongoing Training. MCI will provide training that consists
                      ----------------
                      of an average of[REDACTED DUE TO REQUEST FOR CONFIDENTIAL
                      TREATMENT] hours per month per FTE CSR during a twelve
                      (12) month period. In the event MCI requires ongoing
                      customer service training to exceed [REDACTED DUE TO
                      REQUEST FOR CONFIDENTIAL TREATMENT] hours per FTE CSR in
                      any given calendar month, MCI shall compensate RMH
                      [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] per
                      Training Hour for each Training Hour exceeding the
                      [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]
                      hours per calendar month per FTE CSR. MCI will provide
                      training that consists of an average of [REDACTED DUE TO
                      REQUEST FOR CONFIDENTIAL TREATMENT] hours per month per
                      FTE TMR during a twelve (12) month period. In the event
                      MCI requires ongoing telemarketing training to exceed
                      [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]
                      hours per FTE TMR in any given calendar month, MCI shall
                      compensate RMH [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
                      TREATMENT] per Training Hour for each Training Hour
                      exceeding the [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
                      TREATMENT] hours per calendar month per FTE TMR.

               4.7.3  Attrition. RMH shall not pass on any expenses to MCI for
                      ---------
                      RMH's training of CSRs or TMRs to cover Attrition. To the
                      extent that Attrition directly results from involuntary
                      terminations or necessary transfers caused by an MCI
                      initiative that results in a variance of monthly Handle
                      Minutes or Work Hours by greater than [REDACTED DUE TO
                      REQUEST FOR CONFIDENTIAL TREATMENT], any subsequent ramp-
                      up training needed as a result of such Attrition will be
                      at MCI's expense.

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     4.8  Equipment and Software. MCI shall provide, maintain and operate
          ----------------------
          at its own expense, hardware, software and connectivity needed to
          ensure that the RMH Centers properly interface with MCI's
          databases. MCI will provide the Houston, TX Center, at its own
          expense, all proprietary enhanced software for the handling of
          Calls (the "MCI Proprietary Software") and all other MCI Software
          listed in Schedule D. MCI shall also be responsible for providing
          MCI Equipment listed in Schedule D. MCI will provide, within the
          NT environment, and to the extent possible on the OS2 platform,
          appropriate conductivity to the RMH network through a firewall to
          be installed and maintained by MCI. The firewall will allow
          access to specific IP addresses designated by RMH and approved by
          MCI. Upon termination of this Agreement RMH shall return all MCI
          Equipment, MCI Proprietary Software and MCI Software to MCI upon
          MCI's request at MCI's cost, which cost must be approved in
          advance by MCI.

          4.8.1  MCI shall install and maintain, with on-site MCI
                 personnel, the Equipment listed in Schedule D. MCI shall
                 also install, but not maintain, initial head sets.

     4.9  MCI Personnel.
          -------------

          4.9.1  MCI Operations Team. MCI shall assign an MCI Operations
                 -------------------
                 Team including technical support personnel at the Houston,
                 TX RMH Center to work with RMH during the Term of this
                 Agreement. MCI shall be responsible for the MCI Operations
                 Team and other MCI personnel, including oversight of MCI's
                 own quality assurance and monitoring efforts, operation of
                 MCI's Equipment, MCI's Proprietary Software and MCI's
                 Software and for costs associated with MCI's management
                 staff. MCI personnel when present in RMH's Centers shall
                 observe RMH's safety and security procedures. The MCI
                 Operations Team is set out in Schedule F.

     4.10 Telecommunication. MCI shall provide, at its sole cost, T-1
          -----------------
          facilities required for 800 inbound telecommunication access and
          wide area network connectivity necessary for RMH to perform the
          Services, as well as all connectivity required to allow RMH to
          perform outbound telemarketing for MCI. RMH shall provide, at its
          sole cost, telecommunication facilities and connectivity
          necessary to perform any services in an RMH Center for any entity
          other than MCI.

5.   Payment Provisions.
     ------------------

     5.1  Customer Service and Telemarketing Compensation. MCI shall
          -----------------------------------------------
          compensate RMH monthly as set forth in Schedule C.

     5.2  Monthly Invoices. RMH will invoice MCI monthly for the prior
          ----------------
          month's Services within [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
          TREATMENT] business days after the close of the prior month. Upon
          receipt of the monthly invoice, MCI will process any undisputed
          invoice through electronic wire transfer to the RMH-designated bank
          within [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] days. In
          the event that MCI, in good faith, disputes all or any portion of the
          charges reflected on the invoice, MCI shall pay the undisputed portion
          of the invoice and notify RMH within [REDACTED DUE TO REQUEST FOR
          CONFIDENTIAL TREATMENT] days as to the particulars of the dispute.
          Both Parties shall make a good faith effort to resolve any disputes
          within [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] days of
          receipt of MCI's notice.

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          5.3  Annual Volume Commitment Shortages/Invoicing. In the event MCI
               --------------------------------------------
               does not meet the Annual Volume Commitment during a twelve (12)
               month period, RMH shall invoice MCI for any shortage, within
               [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] days after
               the close of the last month in the twelve (12) month period. Upon
               receipt of the Annual Volume Commitment invoice, MCI shall
               process the undisputed portion of the invoice through electronic
               wire transfer to the RMH-designated bank within [REDACTED DUE TO
               REQUEST FOR CONFIDENTIAL TREATMENT] days. In the event that MCI,
               in good faith, disputes all or any portion of the Annual Volume
               Commitment invoice, MCI shall pay the undisputed portion of the
               invoice and notify RMH within [REDACTED DUE TO REQUEST FOR
               CONFIDENTIAL TREATMENT] days as to the particulars of the
               dispute. Both Parties shall make a good faith effort to resolve
               any disputes within [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
               TREATMENT] days of receipt of MCI's notice.

          5.4  Taxes. MCI shall be responsible for the payment of sales, use or
               -----
               other taxes now or hereafter imposed on the Services by Federal,
               state or local governments where such tax is either expressly
               specified as a liability of a user or the custom is that the user
               pays such tax.

          5.5  Pricing Changes. The Parties agree that should minimum wage
               ---------------
               requirements directly impacting the CSRs and TMRs performing
               Services under this Agreement increase more than [REDACTED DUE TO
               REQUEST FOR CONFIDENTIAL TREATMENT] over minimum wage as of the
               Implementation Date, the Parties will mutually agree to modify
               RMH's telemarketing and customer service pricing structure set
               out in Schedule C to cover that increase.

6.       EXCLUSIVITY OF SERVICES.
         -----------------------

         6.1 During the term of this Agreement, and with respect to the Houston,
             TX Center only, RMH shall not house RMH personnel assigned to
             perform Services pursuant to this Agreement in the same RMH Center
             where RMH is providing services for an MCI Competitor or any other
             entity, without MCI's written approval (which may be granted or
             withheld at MCI's sole discretion).

         6.2 During the term of this Agreement and for a period of three (3)
             months following the earlier of either the expiration or
             termination of this Agreement pursuant to Section 8, RMH shall not
             assign any RMH personnel assigned to perform the Services to
             perform services for an MCI Competitor, except with MCI's written
             approval (which may be granted or withheld at MCI's sole
             discretion) or, with respect to assigning RMH personnel to perform
             work for an MCI Competitor (but not with respect to locating MCI
             account workers on the same floor as those working for an MCI
             Competitor), without MCI's approval if the conditions specified for
             allowing such work for an MCI Competitor have been met as provided
             for below.

             6.2.1 CSRs and TMRs may be assigned to perform services for an MCI
                   Competitor if (i) they have not performed the Services for at
                   least thirty (30) days before being so assigned, or (ii) they
                   are being assigned due to an MCI initiative that results in a
                   variance of monthly Handle Minutes or Work Hours by greater
                   than ten percent (10%), in which case, CSRs and TMRs may be
                   reassigned in proportion to the decrease in the volume of MCI
                   activity.

             6.2.2 Supervisors, Line Managers and other RMH personnel may be
                   assigned to perform services for an MCI Competitor if (i)
                   they have not been assigned to perform the Services for at
                   least ninety (90) days before

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                   being so assigned, or (ii) they are being assigned due to an
                   MCI initiative that results in a variance of monthly Handle
                   Minutes or Work Hours by greater than ten percent (10%), in
                   which case, Supervisors, Line Managers and other RMH
                   personnel may be reassigned in proportion to the decrease in
                   the volume of MCI activity.

             6.2.3 No assignment limitations shall apply to those individuals in
                   RMH's management who are not primarily assigned to any
                   particular RMH client.


         7.  RELATIONSHIP OF THE PARTIES.
             ---------------------------

             7.1 Independent Contractor. The Parties' relationship to each other
                 ----------------------
                 in the performance of this Agreement is that of independent
                 contractor. Nothing in this Agreement will place the Parties in
                 the relationship of partners, joint venturers, principal-agent,
                 employer-employee, or joint employer and neither Party will
                 have any right to obligate or bind the other in any manner
                 whatsoever nor represent to third parties that it has any right
                 to enter into any binding obligation on the other's behalf.

                         7.1.1  MCI agrees not to terminate, discipline,
                                evaluate or in any manner promise any employee,
                                independent contractor, agent or vendor of RMH
                                any term or condition of employment at the
                                Houston, TX RMH Center.

                         7.1.2  As to its own employees on-site at any RMH
                                Center, MCI agrees to comply with all employment
                                laws, including but not limited to Title VII,
                                FLSA, WARN, and state fair employment laws.

             7.2 RMH Employees. RMH shall be responsible for all staffing and
                 -------------
                 selection, hiring, firing, disciplinary procedures, and other
                 employee relations matters associated with personnel hired by
                 RMH to perform Services under this Agreement. RMH shall be
                 responsible for all wages, salaries, benefits, workers
                 compensation, unemployment compensation and other amounts due
                 RMH employees, management staff and any other personnel, as
                 well as the withholding of taxes, FICA, and FUTA. MCI shall not
                 have any responsibility for any employee-related tax items and
                 shall be indemnified and held harmless by RMH from any
                 liability, cost or expenses, including any interest, penalties
                 and attorney's fees that may be assessed against or incurred by
                 MCI in connection with RMH's failure to make any such payment.
                 RMH is responsible for all taxes, licenses, permits and other
                 requirements that may be imposed by federal, state or local law
                 on its business.

             7.3 Employee Indemnification. RMH agrees to indemnify MCI against,
                 ------------------------
                 and hold it harmless from and against, any claim, action or
                 suit brought for the recovery of damages, losses or payments of
                 any kind whatsoever (including attorneys' fees) arising from,
                 or related to, RMH's failure to make employee-related tax or
                 withholding payments, or related to any matter arising from the
                 employment or discharge from employment of individuals retained
                 by RMH for the purpose of performing RMH's obligations pursuant
                 to this Agreement.

                                       9

<PAGE>

         8.   TERM AND TERMINATION.
              --------------------

              8.1  Term. The initial term of this Agreement will commence upon
                   ----
                   the Effective Date and will continue until January 14, 2006
                   unless terminated earlier pursuant to the provisions of this
                   Agreement. Thereafter, this Agreement will be renewed for an
                   additional [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
                   TREATMENT] term unless one Party gives the other Party at
                   least one hundred eighty (180) days written notice of
                   intention to terminate prior to the end of the initial term.

              8.2  Termination for Cause. If either Party defaults in the
                   ---------------------
                   performance of any material duty or obligation under this
                   Agreement and does not substantially cure such default within
                   thirty (30) days after being given written notice specifying
                   the default, then the Party not in default may terminate the
                   Agreement. MCI may also terminate this Agreement, in whole or
                   part for cause, pursuant to the provisions of Section 3.8.
                   MCI may also terminate this Agreement, in whole or in part
                   for cause, should RMH be in the bottom three (3) centers in
                   Top Center Ranking pursuant to Schedule G for either
                   telemarketing centers or customer service centers for three
                   (3) consecutive months or for any five (5) months within any
                   rolling twelve (12) month period.

              8.3  Bankruptcy. If either Party hereto becomes or is declared
                   ----------
                   insolvent or bankrupt, is the subject of any proceedings
                   relating to its liquidation, insolvency or for the
                   appointment of a receiver or similar officer for it, makes an
                   assignment for the benefit of all or substantially all of its
                   creditors, or enters into an agreement for the composition,
                   extension or readjustment of all or substantially all of its
                   obligations, then the other Party may, by giving written
                   notice of such default to such Party, terminate this
                   Agreement as of the date specified in such notice of
                   termination

              8.4  Termination for Convenience. Either Party may terminate this
                   ---------------------------
                   Agreement for convenience upon one hundred eighty (180) days
                   written notice to the other Party.

              8.5  Termination for Legal/Regulatory Developments. Either Party
                   ---------------------------------------------
                   shall have the right to terminate this Agreement, without
                   liability to the other, in the event of judicial, regulatory
                   or legislative change rendering performance of this Agreement
                   impossible, illegal or impractical. Such Party shall provide
                   the other with written notice of such termination as promptly
                   as possible, but in no event less than ninety (90) days prior
                   to the termination date.

              8.6  Termination For RMH Change of Control. In the event there is
                   -------------------------------------
                   a change of control of RMH, MCI may at its election,
                   terminate this Agreement by giving RMH written notice of its
                   decision to terminate this Agreement within fifteen (15) days
                   after MCI's receipt of RMH's notice of its change of control.
                   For purposes of this Paragraph 8.6 "change of control" means
                   (i) any merger or consolidation of RMH with an MCI Competitor
                   or another company with materially adverse interests to MCI
                   ("Other Party"), whether RMH or the MCI Competitor or the
                   Other Party is the surviving entity, or (ii) any acquisition
                   of beneficial ownership of RMH, as defined by Securities and
                   Exchange Commission trading rules, by an MCI Competitor, or
                   (iii) such other transaction whereby the Other Party acquires
                   more than fifty percent (50%) of any class of RMH's voting
                   stock accompanied by the right to elect directors. The
                   termination shall be effective on such date as MCI designates
                   in its notice.

                                      10

<PAGE>

              8.7  Orderly Transition.  Upon the termination or expiration of
                   ------------------
                   this Agreement for any reason, RMH and MCI agree to exercise
                   their best efforts to perform an orderly and efficient
                   transition to a successor provider of Services.

              8.8  MCI's Liabilities upon Termination. Should MCI terminate this
                   ----------------------------------
                   Agreement pursuant to Sections 8.4, 8.5, 8.6 or 18.2, MCI
                   shall make payment to RMH as set out in Payment Schedule 1 of
                   Schedule E. Should MCI terminate this Agreement pursuant to
                   Section 8.2 or 8.3, MCI shall make payment to RMH as set out
                   in Payment Schedule 2 of Schedule E. Should RMH terminate
                   this Agreement pursuant to Section 8.2 or 8.3, MCI shall make
                   payment to RMH as set out in Payment Schedule 1 of Schedule
                   E. Should RMH terminate this Agreement pursuant to Section
                   8.5, MCI shall make payment to RMH pursuant to Payment
                   Schedule 2 of Schedule E; however, payment shall not be made
                   in a lump sum but shall be prorated through the remaining
                   months of the term of this Agreement. Should RMH terminate
                   this Agreement pursuant to Section 8.4, MCI shall make no
                   payments to RMH. Nothing herein shall constitute a waiver by
                   RMH of any other rights it may have at law or equity.

              8.9  Additional Termination Obligations.
                   ----------------------------------

                           8.9.1  Should either Party terminate this Agreement
                                  for any reason (other than RMH's termination
                                  pursuant to Section 8.4), MCI shall make the
                                  payments set out in Section 8.8 to RMH and RMH
                                  shall assign and MCI shall assume the Houston
                                  Center Lease.

                           8.9.2  Should RMH terminate this Agreement pursuant
                                  to Section 8.4, MCI shall have the option to
                                  assume the Houston Center Lease, which option
                                  must be exercised within thirty (30) days
                                  after written notice from RMH of such
                                  termination, absent which the option shall be
                                  deemed null and void. Any termination pursuant
                                  to Section 8.4 by RMH shall not be effective
                                  unless either (i) such termination is
                                  accompanied by Wal-Mart's written consent; or
                                  (ii) the Wal-Mart TI Payment, as defined in
                                  the Houston Center Lease, as increased by any
                                  subsequent amendment thereto, has been paid in
                                  full.

                           8.9.3  In the event the Houston Center Lease is
                                  transferred to MCI pursuant to the terms of
                                  this Section, each of RMH and MCI will execute
                                  any documents and take any other actions
                                  necessary to ensure that the obligations under
                                  the Houston Center Lease are transferred to
                                  MCI. In addition, RMH and MCI shall execute an
                                  assignment and assumption of the Houston
                                  Center Lease, which document shall be in a
                                  form and content acceptable to Wal-Mart. RMH
                                  shall also ensure that all service agreements
                                  in effect as to the Houston TX RMH Center are
                                  either assignable to MCI or terminable upon
                                  the assignment and assumption of the Houston
                                  Center Lease.

                           8.9.4  Upon MCI making payment to RMH pursuant to
                                  Section 8.8, RMH shall transfer to MCI all
                                  rights, title and ownership to the RMH
                                  Equipment listed in Schedule D and all
                                  furnishings in the Houston TX Center.

                                      11

<PAGE>

9.       MCI PROPERTY/OWNERSHIP OF WORK.
         ------------------------------

         9.1  Unless the Parties otherwise agree in writing, any property
              including, but not limited to, documentation, reports, data,
              training materials or other proprietary information, furnished to
              RMH by MCI is, and shall remain, the property of MCI.

         9.2  RMH agrees that the entire right, title, and interest (including
              without limitation the exclusive right to use, reproduce,
              distribute, translate, and make derivative works) in any written,
              photographic, audio and/or video, software or other materials
              (including, but not limited to, documentation, reports, data,
              training materials or other proprietary information) furnished to
              RMH by MCI or developed by RMH for MCI in performance of this
              Agreement (collectively, "Materials") shall remain in MCI and
              shall be MCI's exclusive property. To the extent permitted under
              the United States Copyright Act (17 U.S.C. 101), Materials shall
              be deemed "works made for hire", with MCI being entitled to assign
              freely any copyrights therein. MCI shall have the right, at its
              own expense, to obtain and to hold in its own name copyrights,
              registrations or such other protection as may be appropriate to
              said Materials, and to any extensions or renewals thereof. RMH
              shall give MCI or any person designated by MCI, without additional
              charge, all such information and shall execute all such additional
              documents as may be reasonably required to perfect the rights
              referred to herein. In the event any Materials shall not qualify
              as "works made for hire" within the meaning of the Copyright Act,
              RMH agrees to assign and hereby does assign its copyrights related
              to these Materials to MCI and at MCI's request, will give MCI such
              information and execute any documents required to vest all such
              copyrights in MCI. MCI and its assigns shall have the full, sole
              and continuing right (without any payments or liabilities to any
              person) to use, publish, perform, reproduce and distribute
              throughout the world any or all portions of the Materials, either
              as a complete unit or in segments, any way MCI sees fit and for
              any purpose whatsoever.

         9.3  MCI Proprietary Software. MCI will provide RMH access to MCI
              ------------------------
              proprietary operating system software and applications software
              loaded on the Equipment to provide Services, and all associated
              documentation which MCI deems necessary to the provision of
              Services and will periodically update the same. Ownership of any
              such software and/or documentation (including, but not limited to
              all modifications, derivatives, and/or enhancements thereto)
              provided by MCI to RMH hereunder shall remain the property of MCI
              (including any copyrights, trade secrets or other intellectual
              property rights therein.)

              9.3.1  Software Modifications. Notwithstanding the foregoing, in
                     ----------------------
                     the event MCI requests RMH to provide and RMH agrees to
                     provide any modifications or enhancements to the MCI
                     Proprietary Software loaded on Equipment located at the RMH
                     Centers, RMH will provide to MCI, at no additional charge,
                     one object code copy of any such software modifications or
                     enhancements and all associated documentation, within ten
                     (10) days of completing any such modifications or
                     enhancements. RMH agrees to test such software
                     modifications with MCI and to provide all necessary
                     consultation to MCI in connection therewith.

              9.3.2  Ownership of MCI Proprietary Software Modifications. In the
                     ---------------------------------------------------
                     event that RMH makes software modifications or enhancements
                     to MCI Proprietary Software at the RMH Centers at MCI's
                     request pursuant to Section 9.3.1, RMH agrees to and hereby
                     does assign to MCI all copyrights, trade secrets

                                      12

<PAGE>

                     and other intellectual property rights in such software
                     modifications or enhancements to the MCI Proprietary
                     Software made by RMH.

              9.3.3  MCI License Grant. For the term of this Agreement, MCI
                     -----------------
                     grants RMH a non-transferable, royalty-free, fully paid-up
                     and non-exclusive license to use the MCI Proprietary
                     Software at the RMH Center; provided that any use by RMH of
                     the MCI Proprietary Software shall be solely for the
                     purpose of performing the Services. This license will
                     terminate upon the termination of this Agreement. In the
                     event the Parties agree to extend the Agreement, the term
                     of the license for the MCI Proprietary Software shall be
                     extended accordingly.

         9.4  RMH License Grant. With respect to software specifically developed
              -----------------
              by RMH at its cost solely to provide the Services ("Services
              Software"), RMH hereby grants MCI, for the term of this Agreement
              and any renewals hereof, a non-transferable, royalty-free, non-
              exclusive license to use such Services Software and associated
              documentation only in conjunction with the Services provided by
              RMH under this Agreement and for no other purposes whatsoever. At
              the end of the license term, if MCI desires, the Parties shall
              negotiate in good faith to conclude a license agreement allowing
              MCI to continue to use the Services Software upon terms and for a
              license fee to be mutually agreed upon by the Parties.

         9.5  Third Party Changes. Subject to the provisions of this Section
              -------------------
              9.5, in the event MCI desires to make or to have a third party
              make software changes to the RMH Equipment, RMH LAN and/or RMH
              file server, RMH agrees to allow MCI, under RMH's supervision, to
              install or to have installed at the RMH Centers all such software
              changes, provided such changes do not invalidate any warranties on
              the RMH Equipment. MCI's right to such changes is subject to RMH's
              consent, which shall not be unreasonably withheld. If approval of
              the provider of RMH Equipment is required, RMH shall use
              reasonable efforts to obtain approval and shall provide MCI with a
              written copy of any approval or disapproval. MCI will be
              responsible for maintaining any such software changes and RMH
              shall not be responsible for any failure to meet its obligations
              under the Agreement in the event that such failure is caused by
              the MCI-initiated software changes. RMH shall have no legal
              obligations with respect to the MCI-initiated changes except as
              set forth in this Section 9.5, and, notwithstanding any
              limitations or exclusions of liability under this Agreement, MCI
              shall indemnify, defend and hold harmless RMH from and against all
              claims, damages, liabilities, costs and expenses (including
              reasonable attorneys' fees) arising in any way out of such MCI-
              initiated changes or the installations thereof. MCI hereby grants
              RMH, or shall cause the third party to grant to RMH, for the term
              of this Agreement and any renewals hereof, a non-transferable,
              royalty-free, non-exclusive license to use such software at its
              RMH Centers only and only in conjunction with the provision of
              Services. All such MCI-initiated software changes (except those
              made to MCI Proprietary Software) shall be the exclusive property
              of RMH or its licensors, and MCI hereby assigns, and shall cause
              any third parties contemplated by this Section 9.5 to assign, all
              right, title and interest in and to such software changes to RMH
              or its licensors, as applicable.

         9.6  MCI Modifications. If MCI develops software modifications or
              -----------------
              enhancements to either MCI or RMH Equipment, LAN and/or file
              servers, MCI shall grant RMH a non-transferable, royalty-free,
              non-exclusive license to use such software modifications or
              enhancements at its RMH Centers only and only in conjunction with
              the provision of Services.

                                      13

<PAGE>

              9.7  Return of MCI Property. All copies of any software,
                   ----------------------
                   databases or documentation owned exclusively by MCI, or
                   containing MCI Confidential Information, shall be returned to
                   MCI immediately upon the termination of this Agreement, it
                   being acknowledged that RMH may retain any software,
                   databases or documentation exclusively owned by RMH, or
                   licensed to RMH by an entity other than MCI, if all MCI
                   Confidential Information is removed from the applicable
                   software, databases and/or documentation.

         10.  AUDITS. RMH will permit MCI, at MCI's expense, to audit any of
              ------
              RMH's systems, documents, processes, data, or reports related to
              the performance of this Agreement or payments due under this
              Agreement. Such audits: (i) may not be held more frequently than
              twice per calendar year; (ii) shall require prior written notice
              to RMH; and (iii) shall be held at a time and place to be mutually
              agreed upon during normal business hours. Any information obtained
              by MCI pursuant to an audit shall be subject to MCI's obligation
              to keep such information confidential as more fully set forth in
              Section 12 hereto.

         11.  WARRANTIES AND REPRESENTATIONS.
              ------------------------------

              11.1  RMH warrants to MCI that the Services shall be performed in
                    a workmanlike manner and generally in accordance with the
                    specifications and descriptions of such Services as set
                    forth in this Agreement.

              11.2  RMH warrants and represents that it is not currently bound
                    by any other agreements, restrictions or obligations, nor
                    will RMH assume any such obligations or restrictions which
                    do or would in any way interfere or be inconsistent with the
                    Services to be furnished by RMH to MCI. RMH warrants and
                    represents that the signatory to this Agreement is
                    authorized to enter into this Agreement with MCI in all
                    respects.

              11.3  MCI warrants and represents that it is not currently bound
                    by any other agreements, restrictions or obligations, nor
                    will MCI assume any such obligations or restrictions which
                    do or would in any way interfere or be inconsistent with
                    MCI's obligations to RMH under this Agreement. MCI warrants
                    and represents that the signatory to this Agreement is
                    authorized to enter into this Agreement with RMH in all
                    respects. MCI warrants and represents that the MCI Software
                    and MCI Proprietary Software or other intangibles provided
                    by MCI to RMH to utilize in performing the Services will not
                    infringe upon the proprietary rights of any third party.

         12.  CONFIDENTIALITY/PROPRIETARY INFORMATION.
              ---------------------------------------

              12.1  Prior to performing Services on behalf of MCI, RMH and each
                    RMH employee assigned to perform work under this Agreement
                    shall read, understand, adhere to, and sign a
                    Confidentiality and Nondisclosure Agreement (NDA) in the
                    form reviewed and approved by MCI.

              12.2  The Parties agree that any and all confidential information
                    and/or proprietary information relating to past, present and
                    future activities, products, services, business plans,
                    business practices designated as confidential, or
                    information that by its nature is presumed to be
                    confidential ("Confidential Information") (including MCI
                    Customer lists, MCI card numbers, MCI Customer names,
                    addresses and billing data, call detail and/or financial
                    information, information relating to MCI

                                      14

<PAGE>

                    Customers or MCI Customer account information, and/or
                    databases, as well as other material specifically designated
                    by MCI in writing as confidential or proprietary) ("MCI
                    Confidential Information")) furnished or disclosed in the
                    course of this Agreement, or disclosed during the effective
                    period(s) of other Nondisclosure Agreement(s) in effect
                    between the Parties, shall be and remain MCI or RMH
                    property, as the case may be. During the term of this
                    Agreement and for seven (7) years thereafter, both Parties
                    agree not to reveal, disclose, divulge, sell, license,
                    exchange, lease or in any other way transfer the other
                    Party's Confidential Information to any third party. Neither
                    Party shall use the other Party's Confidential Information
                    for any purposes other than the Services to be performed
                    hereunder without prior express written permission of the
                    other Party and shall limit its copying of such Confidential
                    Information to such purposes and shall not disclose any such
                    Confidential Information to anyone except its personnel to
                    whom such disclosure is necessary to carry out the purposes
                    of this Agreement. All such personnel shall be appropriately
                    notified that any such disclosure to them is made in
                    confidence and shall be held in confidence. In the event any
                    such Confidential Information must be disclosed by a Party
                    to a third person for the purpose of allowing the Party to
                    provide the Services hereunder, the Party shall, prior to
                    disclosure, obtain the other Party's written permission and
                    if permission is granted, shall obtain from the third person
                    a written agreement regarding the confidentiality and
                    specific use of the Confidential Information, the terms of
                    which shall be substantially identical to those contained
                    herein. Either Party shall forward a copy of such third
                    person's nondisclosure agreement to the other Party upon
                    written request.

              12.3  The provisions of Paragraph 12.2 above shall not apply to
                    information that was previously known to the other Party,
                    free of any obligation to keep it confidential as evidenced
                    by written records, or information that is or has been
                    disclosed in the public domain, through no fault of the
                    other Party, by third persons who are under no obligation of
                    confidence to either MCI or RMH, or information
                    independently developed by the other Party or obtained by a
                    third party. Any combination of Confidential Information
                    disclosed from MCI to RMH or RMH to MCI, shall not be deemed
                    to be within the foregoing exceptions merely because
                    individual portions of such combinations are disclosed or
                    separately known in the public domain or known by the other
                    Party. Either Party may disclose Confidential Information if
                    obligated by Court order or governmental process after
                    providing the other Party with prior notice that
                    Confidential Information is being sought by legal process.

              12.4  Both Parties acknowledge that the Confidential Information
                    under this Agreement constitutes unique, valuable and
                    special trade secret and business information of the
                    respective Parties, and that disclosure of such Confidential
                    Information may cause irreparable injury to MCI or RMH as
                    the case may be. Accordingly, the Parties acknowledge and
                    agree that the remedy at law for any breach of the covenants
                    contained in Paragraph 12.2 of this Agreement may be
                    inadequate, and in recognition, agree that the other Party
                    shall, in addition, be entitled to seek injunctive relief
                    and reasonable attorneys' fees and other court costs and
                    expenses, in the event of a breach or threatened breach of
                    any of the provisions of this Section 12 of this Agreement,
                    which relief shall be in addition to and not in derogation
                    of any other remedies which may be available to the other
                    Party as a result of such breach.

              12.5  Either Party may file copies of this Agreement with a court
                    or public agency, to the extent necessary to comply with
                    applicable law or regulation, including, without limitation,
                    to comply with mandatory filing under the rules and
                    regulations of the

                                      15

<PAGE>

                    Securities and Exchange Commission and to the extent
                    necessary in connection with review by lending institutions,
                    subject to appropriate confidentiality restrictions and
                    subject to Section 16. The filing Party shall promptly
                    notify the other Party of such requirement

         13.  INDEMNIFICATION/LIMITATION OF LIABILITY.
              ---------------------------------------

              13.1  RMH agrees to indemnify, defend and hold harmless MCI, its
                    parent company, subsidiaries, affiliates, employees, agents
                    and assigns from and against all claims, complaints, causes
                    of action, liabilities, judgments, losses, penalties, costs
                    and expenses (including allocable costs of in-house counsel
                    and other reasonable attorneys' fees) brought by third
                    parties that arise out of or in connection with (i) its
                    breach of or default of any covenant or provision of this
                    Agreement, (ii) the acts, errors, representations,
                    misrepresentations, or negligence of RMH, or its officers,
                    employees, affiliates, or agents, except insofar as such
                    acts, omissions or performance are specifically required by
                    any Policies or Procedures established by MCI, or (iii)
                    violation by RMH of a third party's trade secrets,
                    proprietary information, trademarks, copyright or patent
                    rights in connection with the performance of the Services.

              13.2  MCI agrees to indemnify, defend and hold harmless RMH, its
                    parent company, subsidiaries, affiliates, employees, agents
                    and assigns from and against all claims, complaints, causes
                    of action, liabilities, judgments, losses, penalties, costs
                    and expenses (including allocable costs of in-house counsel
                    and other reasonable attorneys' fees) brought by third
                    parties that arise out of or in connection with (i) its
                    breach of or default of any covenant or provision of this
                    Agreement, (ii) the acts, errors, representations,
                    misrepresentations or negligence of MCI or its officers,
                    employees, affiliates or agents, (iii) RMH's compliance with
                    any Policies or Procedures specifically established by MCI,
                    (iv) MCI's failure to provide products or services to its
                    Customers or any defect or deficiency in any products or
                    services provided by MCI to its Customers, or (v) violation
                    by MCI of a third party's trade secrets, proprietary
                    information, trademarks, copyright or patent rights in
                    connection with the performance of its obligations under
                    this Agreement.

              13.3  Except with respect to their obligations under the preceding
                    provisions of this Section 13 regarding indemnification for
                    third party claims under this Agreement; neither Party shall
                    have liability to the other with respect to its obligations
                    under this Agreement for consequential, exemplary, special,
                    incidental or punitive damages even if such Party has been
                    advised of the possibility of such damages. None of the
                    payments, fines or penalties set out in Section 3.8, above,
                    shall be considered subject to this Section.

         14. INSURANCE. RMH shall maintain during the Term of this Agreement all
             ---------
             insurance and/or bonds required by law and as set forth herein,
             including but not limited to: (i) Workmen's Compensation Insurance
             as prescribed by the law of the state in which the Services are
             performed; (ii) Employer's Liability Insurance with limits of at
             least [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] for each
             occurrence; (iii) Comprehensive General Liability Insurance and, if
             the use of automobiles is required, comprehensive automobile
             liability insurance for owned, hired and non-owned automobiles,
             with limits of at least [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
             TREATMENT] combined single limit for bodily injury, death, and
             property damage; (iv) Professional Liability and Errors and
             Omissions Insurance covering RMH and MCI against damages caused by
             RMH of at least [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
             TREATMENT] per occurrence; and (v) Fidelity bond coverage, covering
             acts of employee dishonesty of at least [REDACTED DUE TO REQUEST
             FOR CONFIDENTIAL TREATMENT] per incident; (vi) such other
             "umbrella" and

                                      16

<PAGE>

             "excess" policy coverage which RMH or its parent corporation may
             have in effect from time to time to cover the actions of RMH, its
             employees and agents. MCI is to be named additional insured for the
             purposes of this Agreement as its interests may appear. RMH shall,
             prior to the start of work, furnish certificates or adequate proof
             of the foregoing insurance. Further, RMH will ensure that each such
             certificate shall state that the insurance will not be canceled or
             modified unless MCI is given thirty (30) days prior notice of such
             modification or cancellation.

       15.   INTELLECTUAL PROPERTY.
             ---------------------

             15.1  Except as expressly provided in this Agreement, nothing in
                   this Agreement shall be deemed to grant a Party any license,
                   sublicense, copyright interest, proprietary right or other
                   claim against or interest in the other Party's copyrights,
                   patents, or other intellectual property.

             15.2  Neither Party will use, or permit their respective employees,
                   agents and subcontractors to use, the trademarks, service
                   marks, logos, trade names or other proprietary designations
                   of the other Party, or the other Party's affiliates, whether
                   registered or unregistered, except in performance of the
                   Services and obligations under this Agreement, and with such
                   other Party's prior written consent.

       16.   PUBLICITY AND USE OF RMH's AND/OR MCI's NAME. The Parties agree
             --------------------------------------------
             that they will not make, and they will prevent any of their
             subcontractors from making, without the prior written consent of
             the other Party, any news release or public announcements which
             would confirm or deny the existence or the terms and conditions of
             all or any part of this Agreement or any discussions or
             negotiations culminating herein, or the fact or nature of their
             participation hereunder, or any phase of any Services provided or
             activity conducted hereunder including, but not limited to, such
             information as the location of RMH Centers, number of CSRs, TMRs
             and related Center Management and Administrative Personnel or any
             other information, whether or not Confidential Information, which
             would relate to or reflect on the nature or quality of the Services
             or obligations provided pursuant to this Agreement. RMH represents
             that it will not make a public filing mentioning this Agreement
             unless such filing is mandatory under the Securities and Exchange
             Commission Rules and Regulations. In the event RMH is required
             under Securities and Exchange Commission Rules and Regulations to
             make a mandatory public filing which will mention MCI or this
             Agreement, RMH shall immediately notify MCI and RMH shall seek
             confidential treatment from the Securities and Exchange Commission
             for any attachment to such mandatory filing. Violation of this
             Paragraph shall be considered a material breach and cause for
             termination under Section 8.

       17.   FRAUD PROCEDURES. RMH shall use reasonable efforts to take the
             ----------------
             following measures to help minimize fraud:

             17.1  Destroy all CSR or TMR notes used at the RMH Centers
                   periodically as directed by MCI;

             17.2  Give MCI reasonable and appropriate assistance in the
                   investigation of fraud by an RMH employee, it being
                   understood and agreed that each Party shall bear its own
                   costs, both internal and external, of such investigations;

             17.3  Make reasonable efforts to establish and implement a standard
                   operating procedure for maintaining a paperless environment
                   absent exigent circumstances;

                                      17

<PAGE>

             17.4  Establish and implement a standard operating procedure to
                   control the recordation of customer authorization codes in
                   any media except as jointly agreed upon by MCI and RMH to
                   support the delivery of Services and absent exigent
                   circumstances; and

             17.5  Allow MCI to make periodic reviews of RMH's fraud procedures,
                   as such procedures relate to fraud control hereunder.

       18.   FORCE MAJEURE.
             -------------

             18.1  Force Majeure. Neither Party shall be liable for a failure or
                   -------------
                   delay in performance of its obligations hereunder by reason
                   of any circumstance which is caused by an act of God, or
                   other factors beyond its reasonable control, including labor
                   disputes, where such delay or failure could not have been
                   prevented by reasonable precautions and cannot reasonably be
                   circumvented by the Party through the use of alternate
                   sources, work-around plans, or other means. During a force
                   majeure occurrence, the non-performing Party shall be excused
                   from any further performance or observance of the
                   obligation(s) so affected for as long as such circumstances
                   prevail and such Party continues to use its best efforts to
                   recommence performance or observance whenever and to whatever
                   extent possible without delay. The failure or a delay of an
                   equipment vendor shall not be considered beyond the control
                   of a Party. If either Party becomes aware of any such factor
                   that would cause a delay or failure in performance, it shall
                   immediately notify the other Party of the existence of such
                   factor and probable length of continuation thereof, and no
                   Party's failure or delay in performance will be excused under
                   this Section before such notice is provided.

             18.2  If a force majeure occurrence prevents RMH from rendering
                   Services pursuant to this Agreement and RMH with the
                   cooperation and assistance of MCI (but without any obligation
                   on MCI to incur costs), is unable to resume Services for
                   fourteen (14) or more consecutive days, MCI's obligations to
                   continue making payments to RMH and to be responsible for its
                   obligations under the Annual Volume Commitment provided
                   herein shall be suspended until Services are resumed.
                   Immediately following the aforementioned fourteen (14) day
                   period MCI shall have the right, but not the obligation, to
                   immediately terminate this Agreement as to the RMH Centers so
                   affected. If MCI does not exercise its right to terminate
                   this Agreement under this Section, MCI may elect upon notice
                   to RMH to extend the Term for a period equal to the period
                   during which RMH's rendition of Services was prevented due to
                   a force majeure occurrence. For the purposes of this Section
                   18.2, a resumption of performance will be deemed to have
                   occurred if RMH is able to implement work-around plans
                   acceptable to MCI, and at RMH's cost, that result in Calls
                   being handled by RMH either at the affected RMH Center or
                   other RMH Centers. In the event RMH implements a work-around
                   plan, MCI shall use reasonable efforts, at RMH's cost, to
                   support RMH, including without limitation, arranging for and
                   installing MCI Equipment and MCI Software at RMH's other
                   Center(s) then being used to resume performance, and
                   assigning MCI personnel to such Center(s) to perform the same
                   functions they were performing at the affected RMH Centers.
                   If a work-around plan is implemented, RMH shall use
                   reasonable efforts to restore or replace the affected Center
                   as soon as possible after the force majeure occurrence.

             18.3  Within sixty (60) days of execution of this Agreement, RMH
                   agrees to develop a mutually acceptable disaster recovery
                   plan, which, upon execution by both Parties, will supersede
                   the terms of Section 18.2. The Parties acknowledge and agree
                   that

                                      18

<PAGE>

                   such plan will outline RMH's responsibilities in the case of
                   a force majeure occurrence.

       19.   DISPUTE RESOLUTION PROCEDURES. In the event of a dispute under
             -----------------------------
             this Agreement, other than a dispute related to the release of
             Confidential Information, the Parties agree to take the following
             steps to resolve the dispute:

             19.1  RMH's Operation Team and MCI's Operation Team will make good
                   faith efforts to resolve the matter before forwarding the
                   matter to the next level;

             19.2  The matter will then be referred to the respective Authorized
                   Individuals named in Schedule H; and

             19.3  If the most senior Authorized Individuals for MCI and RMH
                   cannot resolve the matter within fourteen (14) days and do
                   not agree to extend the time for them to reach a resolution
                   then the matter will be referred to arbitration.

       20.   ARBITRATION. Any dispute arising out of or related to this
             -----------
             Agreement, which cannot be resolved by negotiation between MCI and
             RMH, shall be settled by binding arbitration in accordance with the
             J.A.M.S/ENDISPUTE Arbitration Rules and Procedures, as amended by
             this Agreement. Arbitrator selection shall be by mutual agreement,
             and the Parties shall make reasonable efforts to select three (3)
             arbitrators, at least one of whom has relevant telecommunications
             and/or call center industry experience. If the Parties have not
             agreed upon three (3) arbitrators within thirty (30) days of the
             matter being submitted to arbitration, the next day each Party will
             select one arbitrator and within the next five (5) days, the two
             arbitrators will select the third arbitrator. The costs of
             arbitration, including the fees and expenses of the arbitrators,
             shall be shared equally by the Parties unless the arbitration award
             provides otherwise. Each Party shall bear the cost of preparing and
             presenting its case. All arbitration proceedings shall be held at
             the location designated by the Party seeking the arbitration. The
             Parties agree that this provision and the arbitrators' authority to
             grant relief shall be subject to the United States Arbitration Act,
             9 U.S.C. 1-16 et seq. ("USAA"), the provisions of this Agreement,
             and the ABA-AAA Code of Ethics for Arbitrators in Commercial
             Disputes. The Parties agree that the arbitrators shall have no
             power or authority to make awards or issue orders of any kind
             except as expressly permitted by this Agreement, and in no event
             shall the arbitrators have the authority to make any award that
             provides for punitive or exemplary damages. The arbitrators'
             decision shall follow the plain meaning of the relevant documents,
             and shall be final and binding. The award may be confirmed and
             enforced in any court of competent jurisdiction. All post-award
             proceedings shall be governed by the USAA. This provision should
             not be construed so as to prohibit either Party from seeking
             preliminary or permanent injunctive relief in any court of
             competent jurisdiction.

       21.   ATTORNEYS' FEES. In the event that either Party is required to
             ---------------
             enforce or preserve any of its rights hereunder, the non-prevailing
             Party shall pay all of the prevailing Party's reasonable attorneys'
             fees and costs, including allocable costs of in-house counsel,
             incurred in connection with any such action.

       22.   GOVERNING LAW. This Agreement shall be interpreted, construed and
             -------------
             governed by the laws of the State of New York, without regard to
             its conflict of law provisions.

       23.   IMMIGRATION LAWS COMPLIANCE.
             ---------------------------

             23.1  RMH warrants, represents, covenants and agrees that it will
                   not knowingly assign to perform Services under this Agreement
                   any individual who is an unauthorized

                                      19

<PAGE>

          alien under the Immigration Reform and Control Act of 1986 or its
          implementing regulations.

     23.2 In the event any RMH personnel performing Services under this
          Agreement, or other individual(s) providing Services to MCI on behalf
          of RMH under this Agreement, are discovered to be unauthorized aliens,
          RMH will immediately remove such individuals from performing Services
          and replace such individuals with individuals who are, to RMH's
          knowledge, not unauthorized aliens.

24.  NO ASSIGNMENT. This Agreement may not be assigned by any Party by operation
     -------------
     of law, or otherwise, except with the prior written consent of the other
     Party. Neither Party shall voluntarily or by operation of law assign,
     sublicense, transfer, encumber or otherwise dispose of all or any part of
     its interest in this Agreement without the prior written consent of the
     non-assigning Party. Any attempted assignment, sub-license, transfer,
     encumbrance or other disposal without such consent shall be void and shall
     constitute a material default and breach of this Agreement. A change in the
     controlling interest of a Party shall not be deemed an assignment for
     purposes of this section except if the holder of such controlling interest
     is a competitor of MCI, its parent subsidiaries or affiliates.
     Notwithstanding the foregoing, either Party may assign or transfer its
     rights and obligations hereunder to an adequately capitalized affiliate or
     subsidiary to which its relevant operations and assets are transferred and
     which is not a competitor of MCI, its parent, subsidiaries or affiliates;
     provided, however, that MCI must approve such an assignment by RMH, such
     approval not to be unreasonably withheld, nor shall such approval be
     conditioned upon receiving any monetary consideration from RMH or the
     assignee or obtaining any additional terms for MCI's betterment in this
     Agreement.

25.  NOTICES. Any notice, consent, approval, election or other communication
     -------
     provided for in this Agreement shall be in writing and shall be either (i)
     personally delivered, (ii) sent by reputable overnight courier service
     (charges prepaid), or (iii) sent via facsimile (with confirmation of
     transmission) to the addresses listed below. The Parties agree that this
     Section does not apply to regular operational communications:

     If to MCI:

          MCI WORLDCOM Communications, Inc.
          701 South 12/th/ Street
          Arlington, VA 22202
          Attention: Rob Marney
          Facsimile: (703) 341-4371

          with copies to:

          MCI WORLDCOM Communications, Inc.
          701 South 12/th/ Street
          Arlington, VA 22202
          Attention: Law & Public Policy
          Facsimile: (703) 341-4188

                                       20

<PAGE>

     If to RMH:

          RMH Teleservices, Inc.
          40 Morris Avenue
          Bryn Mawr, PA 19010
          Attention: Scot Brunke
          Facsimile: (610) 520-5354

          with copies to:

          RMH Teleservices, Incorporated
          Wolf, Block Schorr & Solis-Cohen
          1650 Arch Street
          Philadelphia, PA 19103
          Attention: Jay Dubow, Esq.
          Facsimile: (215) 977-2334

     Any Party may change the address, person or facsimile number to which its
     communications are sent by giving notice as provided for herein.

26.  NO WAIVER. The failure of either Party in any one or more instances to
     ---------
     insist upon strict performance of any of the terms and provisions of this
     Agreement, or to exercise any option herein conferred shall not be
     construed as a waiver or relinquishment, to any extent, of the right to
     assert or rely upon any such terms, provisions or options on any future
     occasion.

27.  HEADINGS. The Section headings contained in this Agreement are for
     --------
     reference purposes only and shall not affect in any manner the meaning or
     interpretation of this Agreement. The use of the words "shall" and "will"
     are intended by the Parties to have the same meaning throughout this
     Agreement.

28.  SEVERABILITY. If any of the provisions of this Agreement shall be invalid
     ------------
     or unenforceable, such invalidity or unenforceability shall not invalidate
     or render unenforceable the entire Agreement, but rather the entire
     Agreement shall be construed as if not containing the particular invalid or
     unenforceable provision or provisions, and the rights and obligations of
     the Parties shall be construed and enforced accordingly.

29.  ENTIRE AGREEMENT, AMENDMENTS, MODIFICATIONS, THIRD PARTY BENEFICIARIES AND
     ---------------------------------------------------------------------------
     SURVIVAL.
     --------

     29.1 Entire Agreement. This Agreement shall become binding when executed by
          ----------------
          both Parties. This Agreement constitutes the entire Agreement between
          MCI and RMH with respect to the subject matter hereof and supercedes
          any previous agreements or understandings with respect to that subject
          matter.

     29.2 Modification. This Agreement shall not be amended or modified in any
          ------------
          manner, except by an instrument in writing signed by duly authorized
          representatives of each of the Parties hereto.

     29.3 No Third Party Beneficiaries. Except as specifically provided herein,
          ----------------------------
          no person not a Party hereto shall have any interest herein or be
          deemed a third party beneficiary hereof. This Agreement shall not
          provide any person or entity not a Party to this Agreement with any
          remedy, claim, liability, reimbursement, cause of action or other
          right in addition to those existing without reference to this
          Agreement.

                                       21

<PAGE>

     29.4 Survival. Those provisions of this Agreement that require performance
          --------
          or impose obligations that extend beyond the terms of this Agreement
          shall survive any termination or expiration of the Agreement.

30.  ORDER OF PRECEDENCE. In the event of an inconsistency between or among the
     -------------------
     textual provisions of the Agreement and/or the Schedules, the inconsistency
     shall be resolved by giving precedence in the following order:

     (a)    Text of Agreement
     (b)    Schedules to the Agreement

31.  COMPLIANCE WITH LAW.
     -------------------

     31.1   At all times during the term of this Agreement, RMH shall fully
            comply, and be and remain in compliance, with all applicable laws,
            rules and regulations, and the terms of this Agreement relating to
            or affecting the performance of its obligations hereunder,
            including, but not limited to, the federal Telephone Consumer
            Protection Act and all state equivalent laws, along with laws
            related to employment of labor, hours of labor, working conditions,
            payment of wages, and payment of taxes, such as unemployment, social
            security and other payroll taxes, and shall secure and maintain in
            full force and effect all licenses, permits and authorizations
            necessary for the performance of its obligations hereunder.
            Additionally, RMH will fully comply with any requirements imposed
            upon MCI by any regulatory body or court, whether by Order,
            Judgment, Settlement or Consent Decree, as regards the sales of
            telecommunications services.

     31.2   At all times during the term of this Agreement, MCI shall fully
            comply, and be and remain in compliance with all applicable laws,
            rules and regulations, and the terms of this Agreement relating to
            or affecting the performance of its obligations hereunder, and shall
            secure and maintain in full force and effect all licenses, permits
            and authorizations necessary for the performance of its obligations
            hereunder.

     31.3   Each Party shall immediately notify the other Party in writing of
            the commencement or threatened commencement of any action, suit or
            proceeding, and the issuance or threatened issuance of any order,
            writ, injunction or decree, involving its activities under this
            Agreement.

     IN WITNESS WHEREOF, the Parties have executed this Agreement through their
authorized representatives.


RMH TELESERVICES, INC.                           MCI WORLDCOM
                                                 COMMUNICATIONS, INC.

/s/ John Fellows                                 /s/ Victoria Harker
----------------------------                     -------------------------------
Signature                                        Signature

   John Fellows                                      Victoria Harker
----------------------------                     -------------------------------
Name                                             Name

   CEO                                               CFO
----------------------------                     -------------------------------
Title                                            Title

                                       22

<PAGE>

                               List of Schedules


Schedule A - Definitions

Schedule B - Top Center Ranking

Schedule C - Pricing

Schedule C1 - Operating Cost Components

Schedule D - Equipment/Software

Schedule E - Termination Payments

Schedule F - Operation Teams

Schedule G - Compensation Structure

Schedule H - Authorized Individuals

                                       23

<PAGE>

                                  Schedule A
                                  DEFINITIONS
                                  -----------

Terms appearing in initial capital letters shall have the meaning set forth in
this Schedule and/or as elsewhere set forth in the Agreement.

"Abandoned Call" shall mean a Call that has been seized by the ACD but was not
answered by a CSR prior to disconnect, as measured by the ACD.

"ABay" shall mean a type of training that is split between "classroom" work and
time the CSR or TMR is plugged into the ACD making or handling calls.

"ACD" shall mean automatic call distribution equipment.

"Agency Escalation" shall mean any complaint received by MCI from the FCC, FTC,
BBB, or any state commission or agency regarding Services performed by RMH CSRs
or TMRs.

"Agreement" means this Agreement for provision of Call Center Services between
MCI WORLDCOM Communications, Inc. and RMH Teleservices, Inc., including the
principal agreement and all Schedules.

 "Attrition" shall mean the loss of CSRs and TMRs that results from normal
business events such as voluntary terminations, involuntary terminations,
internal promotions, internal demotions and retirements.

"Average Handle Time ("AHT") shall equal Handle Time divided by Calls Handled.

"Authorized Individuals" shall be those individuals identified in Schedule H.

 "Calls Handled" shall mean Calls Offered less Abandoned Calls, as measured by
the ACD.

"Calls Offered" shall mean the Calls routed from MCI's network to a RMH Center,
as measured by the ACD.

"Call Campaign" shall mean an identifiable body of MCI Data delivered to RMH for
use in making Telemarketing Calls.

"Center Management and Administrative Personnel" shall mean RMH personnel
responsible for directing the activities of RMH Centers.

"Confirmed Line Sale" shall mean a sale of an MCI product or service by an RMH
TMR that the TPV vendor confirms to be a sale through the use of specific TPV
standards which demonstrate that the Customer has authorized a switch of his or
her long distance, local toll, or local telephone service for a particular ANI
from his or her previous carrier to MCI.

"Customer " or "MCI Customer" shall mean a current or potential customer of MCI.

"Customer Service Call(s)" or "Call(s)" shall mean inbound telecommunications -
related customer service inquiries handled and resolved by CSRs, and include the
upselling of MCI products and services. These calls begin with a Customer or
other outside seizure that reaches the ACD.

                                       24

<PAGE>

"Cycle" shall mean the division of a month for telemarketing purposes. Each
month is divided into two Cycles (1st-15th and 16th-month end).

"Handle Minutes" shall equal Calls Handled times AHT.

"Handle Time" shall equal Talk Time plus Work Time plus Unavailable Time.

"Houston Center Lease" shall mean that certain Sublease Agreement dated October
28, 2000 between RMH and Wal-Mart Real Estate Business Trust, as amended by
First Amendment to Sublease dated January 17, 2001.

"Internal Centers" shall mean MCI's own customer service and telemarketing call
centers.

"LAN" shall mean local area network.

"MCI Competitor" shall be any entity providing long distance telephone service,
local telephone service, internet access or service, cellular or PCS service,
wireless or fixed wireless service, paging service and cable service.

"MCI Data" shall mean MCI's list of consumer leads made available by MCI to RMH
to be Called and offered MCI services and/or products.

"Parties" shall mean MCI WORLDCOM Communications, Inc. and RMH Teleservices,
Inc.

"Policies and Procedures" means the MCI Policies and Procedures for performing
telemarketing and customer service.

"RMH Center(s)" shall mean the RMH call center service facilities.

"Schedule Adherence" shall mean a comparison of actual CSRs versus planned CSRs
at each 1/2 hour time period.

"Seasonality" shall mean those periods where Services decrease due to the
holiday season, resulting in a reduced number of working days during the holiday
season months.

"Segment" shall mean a specified type of Customer Service Call (e.g., local,
partner, unbranded).

"Talk Time" shall mean the time involved in handling a call, starting when a
Call is seized by a CSR and ending when the Call is released by a CSR or is
otherwise disconnected as measured by the ACD.

"Telemarketing Representative" or "TMR" shall mean an employee, agent or
independent contractor of RMH who has responsibility for providing the
telemarketing Services at the RMH Centers in accordance with the terms of this
Agreement.

"Telemarketing Call" or "Call" shall mean an outbound residential or small
business telemarketing call that is automatically dialed through the RMH
Center's automatic dialer to a lead contained in the MCI Data and then routed,
via MCI's system and the SMART/Call desktop application, to a TMR to handle the
Services as measured by the ACD.

"Training Hour" shall mean the time a CSR or TMR is in MCI- specific training.
The term "Training Hour" does not include time spent by a CSR/TMR in Initial
Training, logged onto the system, scheduled breaks, means, on sick leave,
disability leave, family leave, vacation, jury duty or military service.

                                       25

<PAGE>

"Unavailable Time" shall mean the total time, in seconds, a CSR was logged in to
the ACD but unavailable to take Calls.

"Work Hour or System Hour" shall mean each hour that a CSR/TMR is logged onto
the system making a Call or waiting to make a Call as measured by the ACD. The
term "Work Hour" does not include time spent by a CSR/TMR in ongoing training,
meetings, pre-shift meetings, scheduled breaks, unscheduled breaks, Unavailable
Time, meals, on sick leave, disability leave, family leave, vacation, jury duty
or military service.

"Work Time" shall mean time spent by a CSR performing follow-up work on a Call
(account notation, etc.), as measured by the ACD. During Work Time, a CSR is
signed onto the ACD in the Work Time state and is not available to answer a
Call. The average of Work Time per Call Handled shall be known as "Average Work
Time" ("AWT') and shall be calculated by dividing total Work Time by total Calls
Handled.

                                       26


<PAGE>

                                  SCHEDULE B

                              TOP CENTER RANKING
                              ------------------

1.   Top Center Ranking.
     ------------------

          1.1. Top Center Ranking is an MCI measurement of key elements that
               allows MCI to focus on the critical areas of call center
               operation. Every Center is measured and stack ranked on the same
               elements.

          1.2. Customer Service Centers and Telemarketing Centers are measured
               on different key elements. MCI has the right, in its sole
               discretion, to vary the elements contained in each Top Center
               Ranking, the performance standards contained in each element, and
               the weight each element is given. All modifications will be
               consistent with those utilized by MCI for its Internal Centers.

          1.3. RMH agrees to meet the performance standards for each key element
               as set out in MCI's Policies and Procedure.

          1.4. MCI will publish daily reporting on the Top Center Rankings. MCI
               will publish monthly rankings. All penalties and incentives are
               paid based on monthly rankings, as set out in Schedule C.

2.   Top Telemarketing Center Ranking.
     --------------------------------

          2.1. Key elements may include, but are not limited to the following:

               2.1.1.    Sales

               2.1.2.    Attrition

               2.1.3.    Budget Management

               2.1.4.    Paid Efficiency

               2.1.5.    Standard Operating Procedures

3.   Top Customer Service Center Ranking.
     -----------------------------------

          3.1. Key elements may include, but are not limited to the following:

               3.1.1.    Sales

               3.1.2.    Quality (QCI)

               3.1.3.    Staffing (Schedule Adherence)

               3.1.4.    Call Handing (AHT)

                                       27

<PAGE>

                                  SCHEDULE C

                                    Pricing
                                    -------

1.   RMH PRICING.

     1.1  Monthly Customer Service Compensation:

               1.1.1 RMH shall be compensated on a monthly basis as follows:

                     1.1.1.1  If actual Handle Minutes (actual Calls Handled x
                              monthly AHT goal) is greater than [REDACTED DUE TO
                              REQUEST FOR CONFIDENTIAL TREATMENT] of the monthly
                              Handle Minute Forecast, then compensation is based
                              on actual Handle Minutes.

                     1.1.1.2  If actual Handle Minutes are below [REDACTED DUE
                              TO REQUEST FOR CONFIDENTIAL TREATMENT] of the
                              monthly Handle Minute Forecast and RMH has met the
                              minimum Schedule Adherence Standards, then MCI
                              will compensate RMH for [REDACTED DUE TO REQUEST
                              FOR CONFIDENTIAL TREATMENT] of the monthly Handle
                              Minute Forecast.

                     1.1.1.3  If RMH has not met the minimum Schedule Adherence
                              Standards, then compensation is based on the
                              actual Handle Minutes.

               1.1.2 RMH will document actual AHT and Calls Handled per invoice
                     via the ACD reports. MCI reserves the right to review the
                     ACD, ancillary reports, and any back-up documentation as
                     necessary, notwithstanding any limits on number of audits
                     set forth in Section 10 of the Agreement.

               1.1.3 Handle Minute Pricing Schedule:

                     1.1.3.1 For all Calls Handled by CSRs being paid Language
                     Diff

                     Customer Services: Spanish      2001            2002-2005
                     --------------------------      ----            ---------

                      [REDACTED DUE TO REQUEST  FOR CONFIDENTIAL TREATMENT]

                     1.1.3.2 For all Calls Handled by CSRs not being paid
                     Language Diff

                     Customer Services: English     2001          2002-2005
                     --------------------------     ----          ---------

                       [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]


                     1.1.3.3  Pricing Example:

                     MCI shall compensate RMH for Handle Minutes on a System
                     Hour basis if volumes do not exceed [REDACTED DUE TO
                     REQUEST FOR CONFIDENTIAL TREATMENT] Handle Minutes per
                     month. Where Handle Minutes exceed [REDACTED DUE TO REQUEST
                     FOR CONFIDENTIAL TREATMENT] per month, MCI shall compensate
                     RMH on a per Handle Minute basis. The first [REDACTED DUE
                     TO REQUEST FOR CONFIDENTIAL TREATMENT] Handle Minutes per
                     month will be paid at the rates set forth above. All
                     incremental Handle Minutes above [REDACTED DUE TO REQUEST
                     FOR CONFIDENTIAL TREATMENT] will be paid at the rates set
                     forth above.

                                       28

<PAGE>

     1.2  Monthly Telemarketing Compensation

             1.2.1 RMH shall be compensated on all actual Work Hours, as
                   qualified by Section 1.2.1.1.

                   1.2.1.1  If RMH believes actual Work Hours will be +/- 5% of
                            the monthly Work Hour Forecast, then RMH must
                            provide written notice outlining the reasons for the
                            overage/shortfall. This notice must be provided
                            three (3) days prior to the end of the month. If
                            this notice is not provided and hours are greater
                            than 100% to Work Hour Forecast, MCI reserves the
                            right to limit the compensation payment for that
                            month to 100% of the Work Hour Forecast.

             1.2.2 Hourly Pricing Schedule:

                   1.2.2.1  For all Work Hours by TMRs being paid Language Diff



                     TeleMarketing: Spanish         2001     2002-2005
                     ----------------------         ----     ---------
                   [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]

                     1.2.2.2 For all Work Hours by TMRs not being paid Language
                     Diff

                     TeleMarketing: English         2001     2002-2005
                     ----------------------         ----     ---------
                   [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]


                     1.2.2.3  Pricing Example:

                     The first [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
                     TREATMENT] Work Hours per month will be paid at [REDACTED
                     DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] per Work Hour.
                     All incremental Work Hours above [REDACTED DUE TO REQUEST
                     FOR CONFIDENTIAL TREATMENT] and up to [REDACTED DUE TO
                     REQUEST FOR CONFIDENTIAL TREATMENT] will be paid at
                     [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] per
                     Work Hour. All incremental Work Hours above [REDACTED DUE
                     TO REQUEST FOR CONFIDENTIAL TREATMENT] will be paid at
                     [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] per
                     Work Hour.

2.   PENALTIES/INCENTIVES


     2.1.    RMH will be eligible to receive penalties and incentives for the
             performance of both customer service and telemarketing Services.
             Penalties and incentives are based on Top Center Rankings as set
             out in Schedule B.

             2.1.1   RMH will not be eligible for penalties or incentives until
                     September 2001.

                                       29

<PAGE>

             2.1.2  Customer Service and Telemarketing Top Center Rankings will
                    both be measured. Any penalties or incentives will be
                    separately applied to customer service and telemarketing
                    compensation.

             2.1.3  The Penalty/Incentive Pay Schedule will be applied to the
                    actual Handle Minutes paid for customer service, and the
                    actual Work Hours paid for telemarketing.

             2.1.4. Penalties/incentives will be invoiced on the first invoice
                    following MCI's monthly determination of Top Center
                    Rankings.

             [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]

     2.2  Penalty/Incentive Pay Schedule.

             2.2.1  Top Center incentive is based on meeting all qualifications
                    for Top Center and being ranked number 1.

             2.2.2  All other Penalty/Incentive categories are based on the
                    stack ranking of all Centers.

3.   Seat Utilization Fee

     3.1.    MCI agrees to pay RMH a monthly fee, per seat, for the use of 432
             seats in the Houston RMH Center. The Seat Utilization Fee includes
             Operating Cost Components set out in Schedule C1. The Seat
             Utilization Fee is premised on MCI having dedicated use of all
             productive seats for Services. In the event that MCI agrees to
             allow RMH to use any of the seats for other purposes, this fee will
             be renegotiated. The Operating Cost Components for services
             included in Schedule C1 shall not exceed [REDACTED DUE TO REQUEST
             FOR CONFIDENTIAL TREATMENT] per month through the first month after
             the Implementation Date. The Parties agree to true-up the Operating
             Costs Components to actual costs on a six-month basis and shall
             settle that cost variance through the invoice process. Any changes
             to any aspects the Operating Costs Components of Schedule C1on a
             going-forward basis (e.g., new vendor, variant staffing, new
             pricing) must be mutually agreed upon by the Parties.

             [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]

                                      30

<PAGE>

4.   Pre-Pay: No later than March 30, 2001, MCI will pay RMH [REDACTED DUE TO
REQUEST FOR CONFIDENTIAL TREATMENT].

     4.1.   [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] to cover the
            last 2 months anticipated invoices under this Agreement.

            [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]

     4.2.   [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] associated with
            startup cost using a dedicated facility. The "Misc. Start-up Costs"
            figure is an estimate, which will be trued-up to actual costs at the
            end of April, 2001.

            [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]

                                      31

<PAGE>

                                  SCHEDULE C1

                           Operating Cost Components
                           -------------------------

                  Maintenance & Repairs
                    .    Trash Removal
                    .    Exterminating Service
                    .    HVAC Repairs
                    .    Fire Suppression Repairs
                    .    Plumbing Repairs
                    .    Electrical Repairs
                    .    Sound System Maintenance and Repairs
                    .    Workstation Maintenance and Repairs
                    .    PC, Printer, and Monitor Maintenance and Repairs
                    .    Janitorial
                    .    Generator Fuel and Maintenance

                  Utilities
                    .    Electric and Gas
                    .    Water and Sewer

                  Insurance
                    .    General Liability
                    .    Personal Property
                    .    Plate Glass
                    .    Workers Compensation

                  Professional Fees
                    .    Legal
                    .    Accounting and Audit

                  Headcount
                    .    Facility Manager
                    .    Porters (2)

                  Security
                    .    Guard Service
                    .    Security System Maintenance and Monitoring

                  Exterior Maintenance and Landscaping
                    .    Landscaping
                    .    Plant Service
                    .    Parking Lot Maintenance

                  Miscellaneous
                    .    Cleaning and Maintenance Supplies
                    .    Musak
                    .    Office Supplies

                                      32

<PAGE>

                                   SCHEDULE D

                               EQUIPMENT/SOFTWARE
                               ------------------

[REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT].

                                      33

<PAGE>

             [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]

                                      34

<PAGE>

                                  SCHEDULE E:

                             TERMINATION PAYMENTS
                             --------------------


             [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]


                                      35

<PAGE>

                                  SCHEDULE F

                               OPERATIONS TEAMS
                               ----------------

             [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]

                                       36

<PAGE>

                                  SCHEDULE G


       Customer Service/Telemarketing Rep/Sup/Manager Compensation Grids
       -----------------------------------------------------------------

TABLE 1: Telemarketing Rep/Supervisor/Manager Budgeted Salary, Incentives, and
         Variable Costs

             [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]

TABLE 2: Telemarketing Variable Costs (per Headcount per Month)

             [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]

TABLE 3: Customer Service Rep/Supervisor/Manager Budgeted Salary, Incentives,
         and Variable Costs

             [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]

TABLE 4: Customer Service Variable Costs (per Headcount per Month)

             [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]


EXECUTION COPY

                                      37

<PAGE>

                                  SCHEDULE H

                            AUTHORIZED INDIVIDUALS

1.   RMH Operations Team                1.  MCI Operations Team
     -------------------                    -------------------

     Carole Greentree                   Ricky Miller
     Vice President - Operations        Director


2.   Dispute Escalation                 2.  Dispute Escalation
     ------------------                     ------------------

     Jim McGrath                        Ron Wood
     Sr. Vice President - Operations    Vice President

                                        Rob Marney
                                        Director

3.   Executive Escalation               3.  Executive Escalation
     --------------------                   --------------------

     John Fellows                       Todd Gerdes
     CEO                                Senior Vice President - Sales & Service


4.   Signing Agreements                 4.  Signing Agreements
     ------------------                     ------------------

     Scot Brunke                        Victoria Harker
     CFO                                Senior Vice President - Finance

5.   Receipt of Policies & Procedures
     --------------------------------

     Carole Greentree
     Vice President - Operations


Authorized Individuals may be changed by a Party at any time pursuant to the
Notice Provisions in Section 25.

                                      38