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                                                                   EXHIBIT 10.45

                            FIRST AMENDMENT TO THE
                    CALL CENTER SERVICES AGREEMENT BETWEEN
          MCI WORLDCOM COMMUNICATIONS, INC. AND RMH TELESERVICES INC.

         COME NOW MCI WORLDCOM Communications, Inc. ("MCI") and RMH
Teleservices, Incorporated ("RMH"), and in consideration of the mutual
provisions contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, hereby agree to amend
the Call Center Services Agreement, as follows:

         This Amendment is entered into effective August 6, 2001.

1.       Section 3.4 of the Agreement is amended by substituting the following
         for the first sentence: RMH shall support the Services at its Houston,
         TX and Sarnia, Ontario call center facilities.

2.       Section 3.8 of the Agreement is amended by substituting the following
         for the second sentence: If the number of Agency Escalations directly
         caused by Calls made by RMH CSRs or TMRs exceeds the MCI Internal
         Center rate by more than ten percent (10%) for any RMH Center in any
         two months during the term of the Agreement, MCI has the right to
         terminate the Agreement as to that RMH Center immediately for cause.

3.       Section 4.1 (and all subparts) of the Agreement does not apply to the
         Sarnia, Ontario Center.

4.       Section 4.7.1 of the Agreement is amended by substituting the
         following:

         Initial Training. For the Houston, TX Center, 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 and up to the first [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
         TREATMENT] FTE productive TMRs. For the Sarnia, Ontario Center, MCI
         shall pay for Initial Training for CSRs 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]
         FTE productive CSRs. 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.

5.       Section 4.7.2 of the Agreement does not apply to the Sarnia, Ontario
         Center.

6.       Section 4.8 of the Agreement is amended by substituting the following
         for the second sentence: MCI will provide the Houston, TX and Sarnia,
         Ontario Centers, 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.

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 7.      Section 4.9.1 of the Agreement is amended by substituting the following
         for the first sentence: MCI shall assign an MCI Operations Team
         including technical support personnel at the Houston, TX and Sarnia,
         Ontario Centers to work with RMH during the Term of this Agreement.

 8.      Section 7.1.1 of the Agreement is amended by substituting the
         following:

         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 or Sarnia,
         Ontario Centers.

9.       Section 8.1 of the Agreement is amended by adding the following:
         Notwithstanding the foregoing, as to the Sarnia, Ontario Center only,
         the term of this Agreement will commence on August 6, 2001 and end on
         February 6, 2002.

10.      The last sentence of Section 8.2 of the Agreement does not apply to the
         Sarnia, Ontario Center.

11.      Section 8.4 of the Agreement is amended by adding the following:
         Notwithstanding the foregoing, as to the Sarnia, Ontario Center only,
         MCI may terminate this Agreement for convenience upon sixty (60) days
         written notice to RMH.

12.      Section 8.8 of the Agreement does not apply to termination of the
         Agreement only as to the Sarnia, Ontario Center.

13.      Section 8.9 (and all subparts) of the Agreement does not apply to
         termination of the Agreement only as to the Sarnia, Ontario Center.

14.      Schedule C of the Agreement is amended by adding the following
         Sections:

         1.1.4  For the Sarnia, Ontario Center only, RMH shall be compensated on
                a monthly basis for all System Hours worked. RMH will document
                actual System Hours worked 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.
                System Hour pricing will be [REDACTED DUE TO REQUEST FOR
                CONFIDENTIAL TREATMENT]per System Hour.

         2.3    For the Sarnia, Ontario Center only, RMH will not be eligible to
                receive penalties and incentives for performance.
                Notwithstanding the foregoing, RMH must manage Customer Service
                performance based on the Top Center Rankings criteria as set out
                in Schedule B.

15.      Schedule D of the Agreement is amended by adding the attached Schedule
         D for the Sarnia, Ontario Center only.

16.      Schedule G of the Agreement is amended by adding the attached Schedule
         G for the Sarnia, Ontario Center only.

17.      Except as otherwise expressly set forth herein, the terms and
         conditions contained in the Agreement

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         are unchanged.

18.      This Amendment, together with the Agreement (together the "Agreement"),
         constitutes the entire agreement between the Parties with respect to
         the subject matter hereof and all prior agreements and representations
         of the Parties related to these matters, whether written or oral, are
         merged herein and shall be of no further force or effect. This
         Agreement cannot be changed or modified except in writing signed by
         both Parties.

MCI WORLDCOM Communications, Inc.           RMH Teleservices, Incorporated

By: /s/ Victoria Harker                     By: /s/ Paul J. Burkitt
   ------------------------------               ---------------------
Name: Victoria Harker                       Name: Paul J. Burkitt
     ----------------------------                -----------------
Title: SR. Vice President                   Title: EVP Sales & Marketing
      ---------------------------                  ----------------------














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                                  SCHEDULE G

     Customer Service Rep/Sup/Manager Compensation Grids - Sarnia Ontario
     ---------------------------------------------------------------------

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

             [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]

TABLE 2: Customer Service Variable Costs (per Headcount per Month)

             [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]