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                                                                   EXHIBIT 10.41

                        CALL CENTER SERVICES AGREEMENT
            BETWEEN UNITED PARCEL SERVICE OASIS SUPPLY CORPORATION
                           AND RMH TELESERVICES INC.


     This Agreement ("Agreement") is entered into as of July 15, 2001
     ("Effective Date") by and between United Parcel Service OASIS Supply
     Corporation ("UPS") and RMH Teleservices, Inc. ("RMH")(referred together
     herein, as the "Parties" or separately, as a "Party").

                                    RECITALS

     WHEREAS, UPS is a company that offers its customers a parcel delivery
       service;

     WHEREAS, RMH is in the business of providing various customer service
       support services;

     WHEREAS, UPS desires to retain RMH to perform independent contractor
       services for customer service support and customer service call center
       functions and RMH agrees to provide such services to UPS 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, UPS and RMH hereby agree as follows:

     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.


1.  SERVICE.
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     1.1.  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 UPS-related customer service inquiries, and related
           services to UPS Customers ("Customer Service Call(s)" or "Call(s)")
           whose calls are received and routed via the UPS network platform to a
           customer service call center and (ii) 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.

     1.2.  Performance Standards.  The Services provided by RMH shall be in
           ---------------------
           accordance with UPS's Policies and Procedures and the performance
           standards established on 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 UPS from time to time at UPS's reasonable discretion
           and upon notice to RMH. All modifications will be consistent with the
           Policies and Procedures and performance standards utilized by UPS for
           its Internal Centers.

     1.3.  Changes to Services. UPS 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 UPS as to the most cost-effective and efficient means of
           implementing such Change Request. Upon UPS's approval of the costs
           and ramp-up schedule associated with the Change Request(s), RMH shall
           implement the Change Request(s) and UPS 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.

2.  RMH'S OBLIGATIONS.
    -----------------

     2.1.  Implementation Date.  RMH agrees to have all necessary preparation
           -------------------
           measures completed on or before July 15, 2001 or a later date if
           agreed upon by the Parties (the "Implementation Date"), including,
           but not limited to, staffing and training, necessary to implement the
           Services.

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2.2.  Staffing. RMH shall provide all live support necessary to perform the
      --------
      Services at the Handle Minute Forecast and Work Hour Forecast. Upon UPS's
      thirty day (30) notice to RMH, RMH's customer service support will operate
      twenty four (24) hours a day, three hundred and sixty-five (365) days a
      year. RMH shall be solely responsible for hiring, managing, and
      compensating all CSRs, Supervisors, HR/Recruiters, Center Management and
      Administrative Personnel necessary to perform the Services. Additionally,
      RMH will be responsible for performing a background check prior to making
      a job offer to anyone applying with RMH to perform Services for UPS. UPS
      reserves the right to audit the selection process. RMH shall determine,
      and be solely responsible for meeting the appropriate level of CSRs
      necessary to provide the Services at the Work Hour Forecast as determined
      in accordance with Paragraph 3.2 and in accordance with the performance
      standards and Policies and Procedures.

2.3.  Monitoring.  Without prior notice to RMH, UPS shall have the right to
      ----------
      monitor and record on-site at the Centers and to monitor and record
      remotely outside the Centers, to the extent permitted by law and at UPS's
      discretion, RMH's CSRs handling Calls and performing Services for UPS. UPS
      shall share the results of its monitoring upon request by RMH. RMH agrees
      that it will secure from all employees serving as CSRs under this
      Agreement written consent (in the form attached hereto as Exhibit A) to be
      monitored by RMH and UPS

2.4.  Facilities.  RMH shall support the Services at UPS's San Antonio, TX call
      ----------
      center facility. RMH shall support additional UPS call volume at mutually
      approved RMH call center locations (the UPS San Antonio facility and such
      other mutually approved locations are hereinafter referred to as the
      "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 UPS will be responsible
      for providing equipment and/or software or as set forth herein. UPS must
      approve any new, consolidated or relocated RMH Center in advance. UPS may,
      at its sole discretion, shut down any Center facility operated by RMH upon
      ninety (90) days written notice.

2.5.  Equipment.  RMH shall operate UPS Equipment, UPS Software or UPS
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      Proprietary Software, only as directed by UPS. RMH shall not upgrade,
      modify or otherwise alter UPS Equipment, UPS Software or UPS Proprietary
      Software unless and until UPS gives RMH such direction. RMH shall utilize
      UPS Equipment, UPS Software and UPS Proprietary Software only for the
      performance of Services for UPS. RMH agrees to make UPS whole for loss or
      damage to UPS Equipment, UPS Software or UPS Proprietary Software provided
      by UPS for use in the Centers, to the extent such loss or damage results
      from negligence or a failure to act or willful misconduct of an RMH
      employee.

      Except as provided herein to be provided by RMH, UPS shall be solely
      responsible for and shall bear all costs and expenses with regard to
      computer hardware and software; equipment, including, but not limited to,
      telecommunications equipment, hardware and software; furniture; fixtures
      and supplies required in the efficient performance of the Services. UPS is
      also responsible for supplying and maintaining all other equipment
      required for use in the operation of the Centers as hereinafter defined,
      including, but not limited to stationary supplies, printing supplies,
      office supplies, janitorial supplies, facilities supplies and other types
      of equipment. RMH will supply RMH letterhead, photocopier paper, and all
      other office supplies for their internal use.

      In addition, RMH shall be responsible for contracting for food services.

      Except to the extent of UPS' obligations hereunder, RMH will be
      responsible for safe-guarding the work area, providing card controlled
      access, (the cost of which will be borne by UPS) providing a safe work
      environment, investigating security breaches and taking all commercially
      reasonable remedial steps. RMH will also be responsible to properly
      safeguard all equipment and related materials. This is to include UPS
      Proprietary Software, other UPS Confidential or Proprietary Information
      and documents, and/or other related systems, phone/communications lines
      which use or access thereof which could cause loss to UPS. In the instance
      where equipment is owned by UPS, RMH will ensure all equipment is
      inventoried and signed for by RMH's authorized representative upon
      installation and acceptance. At anytime thereafter, RMH retains
      responsibility and liability for any equipment that is removed, exchanged,
      or modified, until such time that equipment is signed for by an authorized
      UPS representative releasing RMH of responsibility. RMH is required to
      maintain a current equipment inventory listing subject to UPS audit at any
      time. RMH's liability will include, but not be limited to, the replacement
      cost of any missing equipment or materials and/or loss due to misuse or
      unauthorized access or use of any materials, equipment or systems. UPS
      personnel at all times will comply with RMH's Rules at the Centers.

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           RMH will be responsible for all repairs and maintenance of headsets
           and amplifiers. UPS will provide 75 new headsets in October 1, 2001
           and each year thereafter. Amplifiers will be replaced as needed by
           UPS, not to exceed 50 new units per year.

3.  UPS OBLIGATIONS.
    ---------------

     3.1.  Operational Coordination. UPS will be responsible for all aspects of
           ------------------------
           routing Customer Service Calls to Centers. For customer service, UPS
           will provide to RMH schedules for staffing requirements by Work Hour,
           with the staffing requirements to be modified as necessary by UPS.

     3.2.  Work Hour Forecast.  UPS shall provide RMH with a monthly Work Hour
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           Forecast for a rolling three-month period. UPS may revise the Work
           Hour Forecast at any time prior to fifteen (15) days before the first
           day of each month. The monthly Work Hour Forecast can increase by up
           to ten percent (10%), or decrease by up to ten percent (10%), based
           on the previous month's Work Hour Forecast, taking into account work
           days and Seasonality.

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

     3.4.  Training. RMH shall be responsible for two (2) weeks of initial
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           classroom training and one week of ABay training for each new CSR
           hired ("Initial Training"). UPS and RMH agree that changes in the
           length of new hire training will impact the price and will be
           negotiated as required.

      3.4.1.  Initial Training. Should UPS require the addition of FTEs over the
              ----------------
              mutually agreed upon baseline FTEs, the Parties will mutually
              agree upon the amount of additional FTEs needed. The baseline FTEs
              has been mutually agreed to be [REDACTED DUE TO REQUEST FOR
              CONFIDENTIAL TREATMENT] FTEs as of the date of this Agreement. UPS
              shall pay for Initial Training for CSRs at a rate of [REDACTED DUE
              TO REQUEST FOR CONFIDENTIAL TREATMENT] per Initial Training Hour
              for all new hires over the agreed to baseline full-time equivalent
              ("FTE") productive CSRs. Under no circumstances shall UPS be
              responsible for training expenses attributable to Attrition.

      3.4.2.  Ongoing Training. RMH 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 UPS requires ongoing customer service training to exceed
              [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] hours per FTE
              CSR in any given calendar month, UPS shall compensate RMH as set
              forth in Schedule C, per system hour "Base Rate" Training Hour for
              each Training Hour exceeding the [REDACTED DUE TO REQUEST FOR
              CONFIDENTIAL TREATMENT] hours per calendar month per FTE CSR.

     3.5.  Equipment and Software.
           -----------------------

      3.5.1.  Technology for the Centers. UPS shall provide all computer
              --------------------------
              hardware and telecommunications equipment ("UPS Equipment"), and
              computer and telecommunications software ("UPS Software"), as is
              provided herein. Except as otherwise may be provided herein, UPS
              shall be solely responsible for and shall bear all costs and
              expenses with regard to the ownership, leasing and maintenance of
              such hardware, software and equipment including, but not limited
              to upgrades, enhancements and add-ons thereto. UPS shall provide
              RMH with access to UPS' systems applicable to the UPS programs
              being supported by RMH hereunder.

      3.5.2.  Workforce Management and other Software.  RMH shall utilize the
              ---------------------------------------
              applications systems currently utilized at the Centers and
              provided by UPS as of the effective date of this Agreement, and
              shall, in conjunction and cooperation with UPS, work to ensure a
              continuing smooth interface between the Center and UPS' other
              operations. The Parties acknowledge and agree that UPS currently
              utilizes TCS as its workforce management software and is
              responsible for the licensing and maintenance of such software for
              its use. In the event that UPS elects to change its internal
              workforce management software from TCS or employs other technology
              that will require an upgrade or additional hardware or software,
              programming, implementation or training in the Centers, UPS will
              provide such upgrade, additional hardware or software,
              programming, implementation and training to the Centers at its
              expense.

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          3.5.3   Third Party Software. RMH will obtain UPS' approval prior to
                  --------------------
                  implementing any third party software, and related
                  documentation, database management systems, data and technical
                  information, in the performance of the Services which RMH will
                  not be able to license to UPS or its designee upon termination
                  of this Agreement as contemplated herein, unless RMH will be
                  able to provide UPS with an alternative that will permit UPS
                  or its designee to continue to perform the applicable systems
                  and Services after termination of this Agreement without
                  degradation of performance levels or reduction in
                  functionality.

          3.5.4   RMH Equipment. RMH will provide personnel computers and email
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                  access for their Center Management and Administrative
                  Personnel at the Center.

     3.6.    UPS Personnel.
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          3.6.1   UPS Operations Team. UPS shall assign UPS technical support
                  -------------------
                  personnel at the UPS Center to work with RMH during the term
                  of this Agreement. UPS shall be responsible for the UPS
                  Operations Team and other UPS personnel, including oversight
                  of UPS's own quality assurance and monitoring efforts,
                  operation of UPS's Equipment, UPS's Proprietary Software and
                  UPS's Software and for costs associated with UPS's management
                  staff. UPS personnel when present in Centers shall observe
                  RMH's safety and security procedures.

     3.7     Telecommunication.  UPS shall provide at their own cost, all
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             telecommunications facilities, including voice and data that are
             needed to conduct the day to day business of the operation as
             described. RMH will be responsible for the cost of any telecom
             facilities that they require for their internal use. UPS will
             provide, within reason, adequate floor or wall spaces for the
             termination of these facilities. The design and installation of any
             RMH voice or data circuit that interconnect to any portion of the
             UPS voice or data network must be pre-approved by UPS.

4.   PAYMENT PROVISIONS.
     -------------------

      4.1.  Customer Service and Telemarketing Compensation. UPS shall
            -----------------------------------------------
            compensate RMH as set forth in Schedule C.

      4.2.  Weekly Invoices. UPS and RMH agree that invoices for Services will
            ---------------
            be handled in the following manner:

            1.  RMH will invoice UPS on a [REDACTED DUE TO REQUEST FOR
                CONFIDENTIAL TREATMENT] basis for Services rendered during the
                preceding [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]
                no later than [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
                TREATMENT] to the UPS site manager. The invoices will include
                the applicable Base Rate for RMH personnel for each billable
                hour expended.

            2.  All payments are due within [REDACTED DUE TO REQUEST FOR
                CONFIDENTIAL TREATMENT] days of receipt of the invoice. Upon
                receipt of the [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
                TREATMENT] invoice, UPS will process any undisputed invoice
                through electronic wire transfer to the RMH-designated bank.

            3.  If UPS management has any questions or concerns regarding the
                accuracy of the invoice, every effort will be made to resolve
                the issue(s) and make any adjustments warranted within twenty-
                four (24) hours from the time the invoice was originally
                presented to UPS.

            4.  If any items remain in dispute after twenty (24) hours, the
                reason for the dispute will be documented by UPS in writing and
                the undisputed amount will be processed for payment.

            5.  No subsequent [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
                TREATMENT] invoices will be delayed as a result of a dispute of
                a prior [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]
                invoice.

            6.  RMH will make every effort to complete research on any disputed
                amounts as expeditiously as possible, but no later than ten (10)
                days after the written explanation of the dispute is received.
                After any RMH research is complete, any adjustments to an
                invoice will be made on the next subsequent week's invoice to be
                presented to UPS.

            7.  The UPS Operations Team and RMH Center Management and
                Administrative Personnel, or their designees, have the
                responsibility to resolve all disputed amounts within fifteen
                (15) days of receipt of the invoice. Any disputes remaining
                after such fifteen (15) days will be escalated as provided

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<PAGE>

     4.3.  Taxes. UPS 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.

     4.4.  Pricing Changes. The Parties agree that should minimum wage
           ---------------
           requirements directly impacting the CSRs performing Services under
           this Agreement increase more than twenty percent (20%) over minimum
           wage as of the Implementation Date, the Parties will mutually agree
           to modify RMH's customer service pricing structure set out in
           Schedule C to cover that

        4.4.1.  Annual Review. Annually in August or September of each year, the
                -------------
                parties will review the UPS requirements in this Agreement and,
                if mutually agreed by the parties, such contractual items as may
                be appropriate will be adjusted for future Services (to be
                implemented on or after the commencement of the next calendar
                year) to reflect changes in circumstances, including without
                limitation adjustments in wages, key metrics, Base Rates and
                other charges, CS center assessments, quality score cards
                (content and scoring) and other metrics and elements that affect
                the UPS Business Plan and the Services.

5.  RELATIONSHIP OF THE PARTIES.
    ---------------------------

     5.1.  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 ventures, 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.

        5.1.1.  UPS 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 San
                Antonio, TX call center.

        5.1.2.  Both parties agree to comply with all employment laws, including
                but not limited to Title VII, FLSA, WARN, and state fair
                employment laws.

     5.2.  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. UPS 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 UPS 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.

        5.2.1.  UPS shall have the right to require that RMH employees or agents
                who do not perform in accordance with the standards or UPS
                requirements in the Agreement above and that employees or agents
                who flagrantly or repeatedly violate such standards or UPS
                requirements shall be removed immediately from all performance
                under this agreement.

        5.2.2.  RMH will replace that employee with a person of suitable ability
                and qualifications. Nothing in this provision shall be deemed to
                give UPS the right to require RMH to terminate any RMH
                employee's employment; it is intended to give UPS only the right
                to request that RMH discontinue using an employee in the
                performance of the Services.

     5.3.  Employee Indemnification. RMH agrees to indemnify UPS 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.

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<PAGE>

     5.4.  UPS Competitive Information Until the expiration or termination date
           ---------------------------
           of this Agreement, RMH will not engage in the performance of services
           similar to the Services on behalf of any parcel delivery company that
           is not, as of the execution hereof, a current client of RMH,
           including but not limited to Federal Express, Emery, Airborne, or
           United States Postal Service, unless it can be demonstrated to UPS in
           its reasonable judgment acting in good faith that there is no
           reasonable probability that the UPS Confidential or Proprietary
           Information can be used to benefit its competitors.

6.  TERM AND TERMINATION.
    --------------------

     6.1.  The initial term of this Agreement will commence upon the Effective
           Date July 15, 2001 and will continue until July 31, 2004 unless
           terminated earlier pursuant to the provisions of this Agreement.
           Thereafter, this Agreement will be renewed for additional one year
           terms 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 current term.

     6.2.  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 immediately terminate the Agreement.

     6.3.  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.

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

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

     6.6.  Should UPS terminate this Agreement pursuant to Section 6.5, UPS
           shall continue to provide monthly call volumes to RMH with respect to
           the Agreement during the one hundred and eighty (180) days period
           following its notice at a level not less than the Work Hour Forecast
           provided under Paragraph 3.2 and in a volume that will permit RMH to
           comply with all applicable employment laws. UPS will be responsible
           for any cost and expense incurred by RMH related to any violation of
           applicable employment laws in connection with a Termination for
           Convenience by UPS pursuant to Paragraph 6.5.

7.  UPS PROPERTY/OWNERSHIP OF WORK.
    ------------------------------

     7.1.  Property of UPS. 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 UPS is, and shall remain, the property of UPS.

     7.2.  UPS Proprietary Software. UPS will provide RMH access to UPS
           ------------------------
           proprietary operating system software and applications software ("UPS
           Proprietary Software") loaded on the equipment to provide Services,
           and all associated documentation which UPS 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 UPS to RMH hereunder shall remain the property
           of UPS (including but not limited to, any copyrights, trade secrets
           or other intellectual property rights therein.)

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<PAGE>

     7.3   RMH License Grant. With respect to software specifically developed by
           -----------------
           RMH at its cost solely to provide the Services ("Services Software"),
           RMH hereby grants UPS, 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. In the event the
           Parties agree to extend the Agreement, the term of the license for
           the Services Software shall be extended accordingly.

     7.4.  Third Party Changes. Subject to the provisions of this Section, in
           -------------------
           the event UPS 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 UPS, under RMH's supervision, to install or to have
           installed at the Centers all such software changes, provided such
           changes do not invalidate any warranties on the RMH Equipment. UPS'
           right to such changes is subject to RMH's consent. If approval of the
           provider of RMH Equipment is required, RMH shall use reasonable
           efforts to obtain approval and shall provide UPS with a written copy
           of any approval or disapproval. UPS 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 UPS-
           initiated software changes. RMH shall have no legal obligations with
           respect to the UPS-initiated changes except as set forth in this
           Section, and, notwithstanding any limitations or exclusions of
           liability under this Agreement, UPS 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 UPS-initiated changes or the installations thereof.
           UPS 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 Centers only and only in conjunction with the
           provision of Services. All such UPS-initiated software changes
           (except those made to UPS Proprietary Software) shall be the
           exclusive property of RMH or its licensors, and UPS hereby assigns,
           and shall cause any third parties contemplated by this Section 8.4 to
           assign, all right, title and interest in and to such software changes
           to RMH or its licensors, as applicable.

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

     7.6.  Return of UPS Property.  All copies of any software, databases or
           ----------------------
           documentation owned exclusively by UPS, or containing UPS
           Confidential or Proprietary Information, shall be returned to UPS
           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 UPS, if all UPS Confidential or Proprietary
           Information is removed from the applicable software, databases and/or
           documentation.

8.  AUDITS.  RMH will permit UPS, at UPS'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 shall be
    held at a time and place during normal business hours. Any information
    obtained by UPS pursuant to an audit shall be subject to UPS's obligation to
    keep such information confidential as more fully set forth in Section 11
    hereto.

9.  WARRANTIES AND REPRESENTATIONS.
    ------------------------------

    9.1.   Workmanlike Manner.  RMH warrants to UPS 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.

    9.2.   RMH Representations and Warranties. 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 UPS. RMH
           warrants and represents that the signatory to this Agreement is
           authorized to enter into this Agreement with UPS in all respects.

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<PAGE>

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

10. CONFIDENTIALITY/PROPRIETARY INFORMATION.
    ---------------------------------------

     10.1. Confidentiality Agreements. Prior to performing Services on behalf of
           --------------------------
           UPS, 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 UPS.

     10.2. Agreement to Keep Information Confidential. 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 UPS Customer lists, UPS card
           numbers, UPS Customer names, addresses and billing data, call detail
           and/or financial information, information relating to UPS Customers
           or UPS Customer account information, and/or databases, as well as
           other material specifically designated by UPS in writing as
           confidential or proprietary) ("UPS Confidential or Proprietary
           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 UPS or RMH property, as the case may be. During the term
           of this Agreement and for two (2) 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.

     10.3. Non-Confidential Information.  The provisions of Paragraph 10.2 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 UPS or RMH, or
           information independently developed by the other Party or obtained by
           a third party. Any combination of Confidential Information disclosed
           from UPS to RMH or RMH to UPS, 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.

     10.4. Injunctive Relief.  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 UPS 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 10.2 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 10 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.

                                       8

<PAGE>

     10.5. Compliance with Law. 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
           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 15.
           The filing Party shall promptly notify the other Party of such
           requirement

11. INDEMNIFICATION/LIMITATION OF LIABILITY.
    ---------------------------------------

     11.1. RMH Indemnity. Subject to the limitations set forth in Paragraph
           -------------
           11.3, RMH agrees to indemnify, defend and hold harmless UPS, 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 reasonable attorneys' fees of outside counsel) 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, 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.

     11.2. UPS Indemnity. Subject to the limitations set forth in Paragraph
           -------------
           11.3, UPS 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 reasonable attorneys' fees of outside counsel) 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 UPS or its officers, employees, affiliates or agents, (iii.) RMH's
           compliance with any Policies or Procedures specifically established
           by UPS, (iv.) UPS's failure to provide products or services to its
           Customers or any defect or deficiency in any products or services
           provided by UPS to its Customers, or (v.) violation by UPS 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.

     11.3. Limitations on Liability. Neither party shall be liable to the other
           ------------------------
           for any indirect, incidental, consequential, exemplary, punitive or
           special damages, arising out of or related to this Agreement
           including, without limitation, damages for loss of business profits,
           business interruption, loss of business information, and the like,
           even if such party has been advised of the possibility of such
           damages. This Paragraph 11.3 shall not apply to either party's (a)
           ability to obtain injunctive or other equitable relief, (b)
           confidentiality obligations under Section 10.

     11.4. Limitations on Warranties. This Agreement contains the only
           -------------------------
           warranties, express or implied, made by either party. Any and all
           other warranties, express or implied, are expressly excluded and
           declined. Each party disclaims any implied warranties, promises and
           conditions of merchantability, fitness for a particular purpose,
           whether as to the services or any deliverables.

12. 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 UPS 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 "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. UPS 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 UPS
    is given thirty (30) days prior notice of such modification or cancellation.

                                       9

<PAGE>

13. INTELLECTUAL PROPERTY.
    ---------------------

     13.1. No License. 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.

     13.2. Use by Employees. 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.

14. PUBLICITY AND USE OF RMH's AND/OR UPS'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 Centers, number of CSRs, and related Center Management
    and Administrative Personnel or any other information, whether or not
    Confidential or Proprietary 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 UPS or this Agreement,
    RMH shall immediately notify UPS 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 6.

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

     15.1. Destruction of Notes.  Destroy all CSR notes used at the Centers
           --------------------
           periodically as directed by UPS;

     15.2. Investigation. Give UPS reasonable and appropriate assistance in the
           -------------
           investigation of fraud by an RMH employee and RMH will bear the
           investigation, restitution, and recovery costs involved in any proven
           cases of fraud;

     15.3. Paperless Environment. Make reasonable efforts to establish and
           ---------------------
           implement a standard operating procedure for maintaining a paperless
           environment absent exigent circumstances;

     15.4. Control Recordation of Authorization Codes. Establish and implement a
           ------------------------------------------
           standard operating procedure to control the recordation of customer
           authorization codes in any media except as jointly agreed upon by UPS
           and RMH to support the delivery of Services and absent exigent
           circumstances; and

     15.5. Periodic Reviews. Allow UPS to make periodic reviews of RMH's fraud
           ----------------
           procedures, as such procedures relate to fraud control hereunder.

16. FORCE MAJEURE.
    -------------

     16.1. 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.

                                       10

<PAGE>

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

     17.1.  RMH's Center Management and Administrative Personnel and UPS's
            Operation Team will make good faith efforts to resolve the matter
            before forwarding the matter to the next level;

     17.2.  If the matter is not resolved within 30 days by the respective teams
            under Section 17.1, the matter will then be referred to the
            respective Authorized Individuals named in Schedule D;

     17.3.  If the matter is not resolved within 14 days by the Authorized
            Individuals under Section 17.2, the matter shall be referred to the
            most senior Authorized Individuals for UPS and RMH.

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


19.  IMMIGRATION LAWS COMPLIANCE.
     ---------------------------

     19.1.  RMH warrants, represents, covenants and agrees that it will not
            knowingly assign to perform Services under this Agreement any
            individual who is an unauthorized alien under the Immigration Reform
            and Control Act of 1986 or its implementing regulations.

     19.2.  In the event any RMH personnel performing Services under this
            Agreement, or other individual(s) providing Services to UPS 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.

20.  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 UPS, its parent, subsidiaries or affiliates.
     Notwithstanding the foregoing, either Party may assign, sublicense 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 UPS, its parent, subsidiaries
     or affiliates.

                                       11

<PAGE>

21.  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:

<TABLE>
<CAPTION>
<S>                                                    <C>
               If to UPS:

     United Parcel Service OASIS Supply Corporation
     55 Glenlake Parkway, NE
     Suite 200
     Attention: Betty Schmitz
     Atlanta, Georgia 30328
     Facsimile: 404-828-6777

               With copies to:

     United Parcel Service OASIS Supply Corporation.        United Parcel Service OASIS Supply Corporation.
     55 Glenlake Parkway, NE                                55 Glenlake Parkway, NE
     Suite 200                                              Attention: Legal Department
     Attention: Linda Skyrme                                Atlanta, Georgia 30328
     Atlanta, Georgia 30328
     Facsimile: 404-828-6777

               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
</TABLE>

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

22.  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 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.

23.  HEADINGS. The Section headings and numerical divisions 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.

24.  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.

                                       12

<PAGE>

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

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

     25.2.  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.

     25.3.  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.

     25.4.  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.

26.  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:

                    1. Text of Agreement

                    2. Schedules to the Agreement

27.  COMPLIANCE WITH LAW.
     --------------------

     27.1.  RMH Compliance.  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 UPS by any regulatory body or court, whether by Order,
            Judgment, Settlement or Consent Decree, as regards the Services.

     27.2.  UPS Compliance.  At all times during the term of this Agreement, UPS
            --------------
            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.

     27.3.  Notification. 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.

                                       13

<PAGE>

28.  SUBCONTRACT FLOW-DOWN.  RMH agrees to comply with the following Federal
     ---------------------
     Acquisition Regulation (FAR) clauses, to the extent that they are
     applicable, which are incorporated in this Agreement by reference to
     implement provisions of United States laws or Executive Orders.

     28.1 FAR clauses applicable to all contracts:
               (1)  48 CFR 52.222-26, Equal Opportunity (E.O. 11246);
               (2)  48 CFR 52.222-35, Affirmative Action for Special Disabled
                    and Vietnam Era Veterans (38 U.S.C. 4212(a)); and
               (3)  48 CFR 52.222-36, Affirmative Action for Handicapped workers
                    (29 U.S.C. 793)

     28.2 Notwithstanding any other clause of this Agreement, RMH is not
          required to include any FAR provision or clause, other than those
          listed in (a) above, to the extent they are applicable (and as may be
          required by an addenda to this paragraph to establish the
          reasonableness of prices under FAR Part 15), in a subcontract at any
          tier for commercial items or commercial components. Commercial item,
          as used in this clause, has the meaning contained in the clause at 48
          CFR 52.202-1, Definitions.

     28.3 FAR clauses applicable to certain contracts as specified in each
          clause:
               (1)  48 CFR 52.203-6, Restrictions on Subcontractor Sales to the
                    Government, with Alternate I (41 U.S.C. 253g and 10 U.S.C.
                    2402);
               (2)  48 CFR 52.219-8, Utilization of Small Business Concerns and
                    Small Disadvantaged Business Concerns (15 U.S.C. 637(d)(2)
                    and (3));
               (3)  48 CFR 52.219-9, Small, Small Disadvantaged and Women-Owned
                    Small Business Subcontracting Plan (15 U.S.C. 637(d)(4));
               (4)  48 CFR 52.222-37, Employment Reports on Special Disabled
                    Veterans and Veterans of the Vietnam Era (38 U.S.C. 4212);
                    and
               (5)  48 CFR 52.222-41, Service Contract Act of 1965, as Amended
                    (41 U.S.C. 351, et seq.)

     28.4 RMH shall include the terms of this clause, including this Paragraph
          (28.4) in subcontracts awarded under this Agreement.



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

    RMH TELESERVICES, INC.                         UNITED PARCEL SERVICE
                                                 OASIS SUPPLY CORPORATION

/s/ Paul J. Burkitt                          /s/ Betty M. Schultz
-------------------------------              -------------------------------
Signature                                     Signature

    Paul J. Burkitt                              Betty M. Schultz
-------------------------------              -------------------------------
Name                                           Name

EVP Sales & Marketing                          VP and General Manager
-------------------------------              --------------------------------
Title                                           Title

                                       14

<PAGE>

                        List of Schedules and Exhibits


Schedule A -   Definitions
Schedule B -   Performance Standards
Schedule C -   Pricing
Schedule D -   Authorized Individuals
Exhibit  A -   Consent Form
Exhibit  B -   Cost Model

                                       15

<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.
  "ABay" shall mean a type of training that is split between "classroom" work
    and time the CSR or is plugged into the ACD making or handling calls.
  "ACD" shall mean automatic call distribution equipment.
  "Agreement" means this Agreement for provision of Call Center Services between
    United Parcel Service OASIS Supply Corporation and RMH Teleservices, Inc.,
    including the principal agreement and all Schedules and Exhibits.
  "Attrition" shall mean the loss of CSRs that results from normal business
    events such as voluntary terminations, involuntary terminations, internal
    promotions, internal demotions and retirements.
  "Authorized Individuals" shall be those individuals identified in Schedule D
  "Center Management and Administrative Personnel" shall mean RMH personnel
    responsible for directing the activities of Centers.
  "Customer " or "UPS Customer" shall mean a current or potential customer of
    UPS.
  "Customer Service Representative" or "CSR" shall mean an employee, agent or
    independent contractor of RMH who has responsibility for providing Customer
    Services at the Centers in accordance with the terms of this Agreement.
  "HR Recruiter" shall mean an employee or independent contractor of RMH who has
    responsibility for the recruitment of employee's to fill open positions at
    the Center.
  "Internal Centers" shall mean UPS's own customer service and telemarketing
    call centers.
  "LAN" shall mean local area network.
  "Parties" shall mean UPS, Inc. and RMH Teleservices, Inc.
  "Policies and Procedures" means the UPS Policies and Procedures for performing
    telemarketing and customer service.
  "Schedule Adherence" shall mean a comparison of actual CSRs versus planned
    CSRs at each 1/4-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.
  "Supervisor" shall mean an employee or independent contractor of RMH who has
    responsibility for first line supervision of CSR's.
  "System Hour" shall mean hours for which CSRs logged into the UPS system or
    switch providing service to UPS or its customer or available to provide such
    services.
  "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.
  "Training Hour" shall mean the time a CSR or is in UPS- specific training.
    The term "Training Hour" does not include time spent by a CSR in Initial
    Training, logged onto the system, scheduled breaks, means, on sick leave,
    disability leave, family leave, vacation, jury duty or military service.
  "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 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 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.

                                       16

<PAGE>

                                  SCHEDULE B

                             Performance Standards
                             ---------------------

                          Domestic Quality Scorecard


             [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]

Privileged and Confidential - Information contained herein is for the use of
intended personnel only. You are hreby notified that any use of information by
other than the intended personnel is strictly prohibited. If you are not the
intended recipient of this information, immediately return it to the appropriate
personnel

                                       17

<PAGE>

                        International Quality Scorecard

             [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]

Privileged and Confidential - Information contained herein is for the use of
          intended personnel only. You are hereby notified that any use of
          information by other than the intended personnel is strictly
          prohibited. If you are not the intended recipient of this information,
          immediately return it to the appropriate personnel.

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                                   SCHEDULE C

                                    Pricing
                                    -------

             [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]

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<PAGE>

                                  SCHEDULE  D

                             Authorized Individuals
                             ----------------------

Authorized Individuals may be changed by a Party at any time pursuant to the
Notice Provisions in Section 21.

RMH Authorized Individuals

John Fellows       CEO
Bob Berwanger      COO
Scot Brunke        CFO
Paul Burkitt       EVP Sales & Marketing
Jim McGrath        SVP Operations


United Parcel Service OASIS Supply Corporation. Authorized Individuals

Betty Schmitz      Vice President Corporate Customer Service Centers
Keith Barbier      Operations Manager
Jim Daniels        Support Services Manager
Roberta Declusin   Operations Manager
Leonard Powell     Finance Manager
Linda Skyrme       Vendor Manager

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