<PAGE>


Confidential Information omitted where indicated by "[*]" and filed separately
with the Commission pursuant to a request for confidential treatment under
Rule 24b-2 of the Securities Exchange Act of 1934.


EXHIBIT 10.19


             VOXEO CORPORATION SUBSCRIBER SERVICES AGREEMENT NO. 218


   This Voxeo Corporation Subscriber Services Agreement No. 218 is made this
   September 28, 2001 ("Effective Date") by and between VOXEO Corporation, a
   Delaware Corporation with offices at 100 Enterprise Way, Scotts Valley, CA
   95066 (hereinafter "VOXEO") and i3 Mobile, Inc., a Delaware Corporation with
   offices at 181 Harbor Drive, Stamford, CT 06902 (hereinafter "Customer").

     1.   DEFINITIONS

1.1. "Customer Applications" shall mean web pages, software applications, code,
     information and data owned or controlled by Customer that are used by
     Customer or its end users for interacting with the Subscriber Services,
     including software applications designed by Customer or its designees using
     the development software made available by Voxeo.

1.2. "Customer Content" shall mean data, information, files, software, scripts,
     images, graphics, audio, video, text, and any other object or information,
     whether in written or audio form (e.g., voice messages), transmitted to or
     from the Voxeo Network by Customer or its end users through use of the
     Subscriber Services.

1.3. "Service Fee" shall mean the fees for use of the Subscriber Services, as
     specified in Exhibit A of this Agreement.

1.4. "Subscriber Services" shall mean the services provided by Voxeo to Customer
     as specified in Exhibit A of this Agreement.

1.5. "Term" shall mean the period from the Effective Date until any expiration
     or termination of this Agreement in accordance with Section 10.

1.6. "Voxeo Network" shall mean Voxeo's servers and infrastructure that are made
     generally available by Voxeo to Customer and its end users for the
     provision of the Subscriber Services.

2.   SUBSCRIBER SERVICES

2.1. Delivery of Services. Voxeo shall provide Subscriber Services to Customer
     during the Term, subject to the terms and conditions set forth herein.
     Voxeo shall not be liable for any delays or failure to perform to the
     extent that such delay or failure results from Customer's failure to timely
     provide any information, content or other deliverables reasonably necessary
     to provide the Subscriber Services to Customer.

2.2. Professional Services. This Agreement does not include professional or
     consulting services. On Customer's request and the parties' mutual
     agreement, Voxeo may provide such services under a separate written
     agreement.

2.3. Network Security. Voxeo shall use commercially reasonable efforts to
     monitor and protect against unauthorized access to Customer Content while
     on or within the Voxeo Network. Customer acknowledges, however, that the
     portion of the Voxeo Network through which Customer Content will pass and
     the servers on which Customer Content will be stored will not be segregated
     or in a separate physical location from servers on which Voxeo's other
     customers' content is or will be transmitted or stored.

<PAGE>

3.   CUSTOMER RESPONSIBILITIES

3.1. General. Customer shall be solely responsible for, and Voxeo is not liable
     for Customer's failure in, (a) properly configuring, developing,
     programming, hosting and operating its hardware, software, web sites,
     Customer Content and all Customer Applications, and their respective
     telephone and Internet connections, to allow access to and use of the Voxeo
     Network and Subscriber Services in accordance with the documentation
     provided by Voxeo and all applicable protocols and requirements of the
     Voxeo Network; (b) using commercially reasonable efforts to test all
     Customer Applications and Customer's web sites prior to use in connection
     with the Voxeo Network and the Subscriber Services; (c) ensuring
     compatibility of the Customer Applications with the Voxeo Network and
     Voxeo's protocols; and (d) providing any connections necessary to
     communicate with the Voxeo Network.

3.2. Customer Content. Customer is and shall be solely responsible for the
     creation, editorial content, control, and all other aspects of Customer
     Content. Customer represents and warrants to Voxeo that Customer has
     obtained (or will obtain, prior to transmission to the Voxeo Network) all
     authorizations and permissions required to use and transmit the Customer
     Content over the Voxeo Network as part of the Subscriber Services.

3.3. Lawful Purposes. Customer agrees that it will use the Subscriber Services
     only for lawful purposes and in accordance with this Agreement. Customer
     shall comply with all applicable laws and regulations when using the
     Subscriber Services or accessing the Voxeo Network, including without
     limitation, compliance with applicable international export and privacy
     laws, privacy policies of Customer and third parties and other laws
     regarding the transfer and/or transmission of data.

3.4. Unauthorized Use. Customer will be responsible for, and shall pay any
     applicable Service Fees associated with, any unauthorized use by Customer
     or Customer's end-users of the Subscriber Services, telephone numbers
     assigned to Customer, and Customer's account. In the event Customer becomes
     aware of such unauthorized use, Voxeo will issue to Customer, at Customer's
     request, replacement telephone number(s) for use with the Subscriber
     Services.

3.5. Traffic 'Spikes'. Customer shall provide written notice to Voxeo in the
     event Customer has reason to believe that usage of the Subscriber Services
     by Customer or its end users is likely to increase by twenty-five percent
     (25%) or more ("spike") for any reason (including, without limitation, due
     to an advertising campaign conducted by Customer; due to expected daily,
     weekly, monthly or seasonal usage variations; etc.). Customer shall use
     best reasonable efforts to provide such notice to Voxeo as far in advance
     of the expected spike as reasonably possible.

3.6. Customer Application(s). Customer represents that Exhibit A contains a
     description of the Customer Applications that Customer intends to use in
     connection with the Subscriber Services during the Term. Customer shall not
     use the Voxeo Network with any application other than the Customer
     Application(s) without prior notice and approval by Voxeo, which approval
     shall not be unreasonably withheld.

3.7. Critical Applications. Customer acknowledges and agrees that the Subscriber
     Services and the Voxeo Network are not designed, intended, authorized or
     warranted to be suitable for hosting life-support applications or other
     critical applications where the failure or potential failure of the
     Subscriber Services or the Voxeo Network can cause injury, harm, death, or
     other grave problems, including, without limitation, loss of aircraft
     control, hospital life-support systems, and delays in getting medical care
     or other emergency services. Customer acknowledges and agrees that use of
     the Voxeo Network and/or the Subscriber Services to support such
     applications is fully at the risk of the Customer and that Customer assumes
     all risk arising out of such use.

3.8. No Viruses. Customer represents and warrants to Voxeo that no Customer
     Content shall be knowingly transmitted by Customer or its end users through
     the Voxeo Network containing any program, routine or device which is
     designed to delete, disable, deactivate, interfere with or otherwise harm
     any software, program, data, device, system or service, including without
     limitation, any `time bomb', virus, drop dead device, malicious logic,
     worm, Trojan horse or trap or back door (collectively, "Harmful Code").

<PAGE>

Confidential Information omitted where indicated by "[*]" and filed separately
with the Commission pursuant to a request for confidential treatment under
Rule 24b-2 of the Securities Exchange Act of 1934.


4.   PAYMENT TERMS

4.1. Service Fees. Customer shall pay to Voxeo the Service Fees specified in
     Exhibit A. Customer shall be required to pay the Service Fees [*]
     (including testing, development and production usage) on the Voxeo Network
     related to Customer's Application. Testing on the Voxeo Developer network
     as a member of the Voxeo Developer community is not governed by this
     Agreement. Prior to the expiration of the Initial Term, Voxeo shall notify
     Customer of any Service Fees adjustment for the Subscriber Services that
     shall apply for the Renewal Term.

4.2. Invoice and Payment. Voxeo shall bill the Service Fees on a monthly basis
     to the billing address and contact set forth on Exhibit A to this
     Agreement. Except for disputed amounts, payment of all invoices is due net
     thirty (30) days after receipt of invoice. With respect to any disputed
     amounts in an invoice, Customer shall not be required to pay such disputed
     amounts; however, Customer shall immediately notify Voxeo in writing
     regarding such disputed amount and the parties will work together in good
     faith to resolve any such dispute as soon as practicable. All fees quoted
     and payments made hereunder shall be in U.S. Dollars. Customer's billing
     address and contact can be changed upon written notice to Voxeo.

4.3. Late Payments. Service Fees not paid when due shall accrue late charges at
     a rate of 1.5% per month, or the maximum rate allowed under law, whichever
     is lower, from the date such payment was due until the date paid.

4.4. Taxes. Customer shall be responsible for all sales taxes, use taxes, value
     added taxes, withholding taxes and any other similar taxes and charges of
     any kind imposed by any federal, state or local governmental entity on the
     transactions contemplated by this Agreement, excluding only U.S. taxes
     based solely upon Voxeo's income. When Voxeo has the legal obligation to
     pay or collect taxes for which Customer is responsible pursuant to this
     Section 4.4, the appropriate amount shall be invoiced to and paid by
     Customer unless Customer provides Voxeo with a valid tax exemption
     certificate authorized by the appropriate taxing authority.

5.   PERFORMANCE STANDARDS

5.1. Service Uptime. 5.1 Service Uptime. Voxeo shall use commercially reasonable
     efforts to maintain a Service Uptime of 99%, which translates into
     unavailability of the Subscriber Services of no more than approximately
     seven (7) hours in any given month. In this Agreement, "Service Uptime"
     means the period in which equipment and software under the sole control of
     Voxeo are capable of receiving and processing service requests received
     from Customer and its end users via the public Internet and/or
     telecommunication network. Voxeo shall not be responsible for equipment and
     software not under the sole control of Voxeo. Customer's sole remedy and
     Voxeo's sole liability for failure to meet the Service Uptime standard
     provided in this Section 5.1 is set forth in Section 5.4.

5.2. Service Outages. In the event Voxeo discovers, or Customer notifies Voxeo
     regarding, a problem associated with the Subscriber Services, Voxeo will
     use commercially reasonable efforts to determine whether the source of the
     problem is limited to Voxeo's infrastructure within two (2) hours of such
     discovery or notification. If the source of the problem is limited to
     Voxeo's infrastructure, Voxeo will use commercially reasonable efforts to
     remedy the problem within an additional two (2) hours. If the source of the
     problem and/or remedy resides outside of Voxeo's infrastructure, Voxeo will
     use commercially reasonable efforts to notify the responsible party(ies)
     and cooperate with it (them) to resolve such problem as soon as possible.

5.3. Limitations. The performance standards set forth in this Section 5 are
     subject to the following limitations:

     5.3.1. Scheduled Maintenance. Voxeo reserves regularly scheduled
            maintenance windows in order to maintain and upgrade Voxeo's
            infrastructure. Regularly scheduled maintenance occurs on Saturdays
            between 1am and 3am local point of presence time. Voxeo shall not be
            responsible for service outages caused by such regularly scheduled
            maintenance.

<PAGE>

     5.3.2. Customer Responsibility. The performance standards set forth in this
            Section 5 do not include service outages caused directly by
            Customer, by its Customer Applications, by applications on
            Customer's servers, by problems associated with Customer's web
            servers or telephone service, failure of internet connectivity
            due to Customer's or its suppliers equipment or services or by
            Customer specifications that do not meet Voxeo's compatibility
            requirements.

5.4  Uptime Remedy. At Customer's request, Voxeo shall provide Customer a one
     (1) day Subscriber Service credit for each continuous full hour the
     Subscriber Services are non-accessible to Customer and/or its outside end
     users during any month due to Voxeo's fault, provided that no such remedy
     shall be available for the first seven (7) hours that the Subscriber
     Services are unavailable in any month. Each such Subscriber Service credit
     shall be deducted from Customer's monthly payment, in an amount equal to
     the total Service Fees owed for the subject month, divided by the number of
     days in such month. In no event shall the number of such Subscriber Service
     credits provided to Customer exceed ten (10) Subscriber Service credits in
     any given month. Such service credits shall not be provided for service
     outages for which any of the limitations set forth in Section 5.3 apply.

6.   DESIGNATED CONTACTS

     Each party shall appoint in writing an employee or agent of such party to
     act as the "Designated Contact" for all communication between the parties
     related to the Subscriber Services and one (1) back up contact, all
     identified on Exhibit A. The Designated Contacts shall monitor the status
     of the Subscriber Services and shall be the point of contact between the
     parties with respect to the Subscriber Services. Either party may change
     its Designated Contact upon written notice to the other party. Customer
     agrees that only the Customer Designated Contact (or the identified backup)
     shall be permitted to contact Voxeo for problems with or other issues
     relating to the Subscriber Services. Customer agrees that it shall not
     contact any employee or representative of Voxeo other than Voxeo's
     Designated Contact (or the identified backup) regarding such problems or
     issues.

7.   INTELLECTUAL PROPERTY

7.1. Ownership. All right, title, and interest, including all intellectual
     property rights in the Subscriber Services and any associated hardware and
     software of Voxeo or its licensors, and any updates, upgrades or
     modifications thereof, or in any ideas, know-how, and programs developed by
     Voxeo or its licensors during the course of performance of this Agreement
     shall remain the property of Voxeo or its licensors. All right, title, and
     interest in Customer Applications and any Customer Content communicated via
     Voxeo's infrastructure through use of the Subscriber Services and any
     Customer Applications shall remain the sole property of Customer.

7.2. Restrictions. Customer shall not: (i) disassemble, reverse engineer,
     decompile, or otherwise attempt to derive source code from the software or
     documentation, modify, adapt, create derivative works based upon, or
     translate any software or documentation owned and/or provided by Voxeo
     ("Voxeo Software and Documentation"); (ii) copy, install or use Voxeo
     Software or Documentation on any of its computer systems, servers, or
     networks without Voxeo's prior written consent; or (iii) transfer, lease,
     loan, resell for profit, distribute or otherwise grant any rights in the
     Voxeo Software or Documentation in any form to any other party, including
     commercial time-sharing, rental, or service bureau use. Voxeo shall not:
     (i) disassemble, reverse engineer, decompile, or otherwise attempt to
     derive source code from the software or documentation, modify, adapt,
     create derivative works based upon, or translate any software or
     documentation owned and/or provided by Customer ("Customer Software and
     Documentation"); (ii) copy, install or use Customer Software or
     Documentation on any of its computer systems, servers, or networks without
     Customer's prior written consent; or (iii) transfer, lease, loan, resell
     for profit, distribute or otherwise grant any rights in the Customer
     Software or Documentation in any form to any other party, including
     commercial time-sharing, rental, or service bureau use.


<PAGE>

8.   CONFIDENTIAL INFORMATION

8.1. Definition. "Confidential Information" means any information disclosed by
     either party to the other party under this Agreement, either directly or
     indirectly, in writing, orally or by inspection of tangible objects
     (including, without limitation, documents, software, facilities, equipment
     and operating plans). Confidential Information may also include information
     disclosed to a disclosing party by third parties. Confidential Information
     shall not, however, include any information which (i) was publicly known
     and made generally available in the public domain prior to the time of
     disclosure by the disclosing party; (ii) becomes publicly known and made
     generally available after disclosure by the disclosing party to the
     receiving party through no action or inaction of the receiving party; (iii)
     is already rightfully in the possession of the receiving party at the time
     of disclosure by the disclosing party as shown by the receiving party's
     files and records immediately prior to the time of disclosure; (iv) is
     obtained by the receiving party from a third party without a breach of such
     third party's obligations of confidentiality; (v) is independently
     developed by the receiving party without use of or reference to the
     disclosing party's Confidential Information; (vi) represents general
     conceptual information (as compared to, e.g., specific technical or
     financial information, specific product offerings or specific product
     ideas) which is incidentally retained in the memories of persons who have
     had access to Confidential Information and which is disclosed by such
     persons without any intention of breaching the confidentiality restrictions
     contained herein; or (vii) is required by law to be disclosed by the
     receiving party, provided that the receiving party gives the disclosing
     party prompt written notice of such requirement prior to such disclosure
     and assistance in obtaining an order protecting the information from public
     disclosure.

8.2. Non-use and Non-disclosure. Each party agrees not to use any Confidential
     Information of the other party except as expressly permitted in this
     Agreement or as expressly authorized. Each party agrees not to disclose any
     Confidential Information of the other party, to third parties or to such
     party's employees, except as provided in Section 8.3 and 8.4 below.

8.3. Terms of Agreement. Each party agrees that the terms and conditions of this
     Agreement will be treated as the other parties Confidential Information and
     that no reference to the terms and conditions of this Agreement may be made
     in any form of press release or public statement without first consulting
     with the other party; provided, however, that each party may disclose the
     terms and conditions of this Agreement: (i) as may be required by law, if
     such party notifies the other party of such requirement prior to such
     disclosure in sufficient time to enable the other party to seek a
     protective order covering such disclosure; (ii) to legal counsel of the
     parties in connection with the enforcement of this Agreement or rights
     under this Agreement, provided such counsel is informed of his/her
     obligation to keep such disclosure in confidence with the same degree of
     care as the party's other Confidential Information; (iii) in connection
     with the requirements of an initial public offering or securities filing
     provided such party seeks confidential treatment of the terms and
     conditions of this Agreement as appropriate; (iv) to accountants, banks an
     financing sources and their advisors; and (v) in connection with a merger
     or acquisition or proposed merger or acquisition or the like.

8.4. Maintenance of Confidentiality. Each party agrees that it shall take
     reasonable measures to protect the secrecy of and avoid disclosure and
     unauthorized use of the Confidential Information of the other party.
     Without limiting the foregoing, each party shall take at least those
     measures that it takes to protect its own most highly confidential
     information but in no circumstances less than reasonable care. Neither
     party shall disclose the other party's Confidential Information to any
     person or entity other than its officers, employees, consultants and legal
     advisors who need access to such Confidential Information in order to
     effect the intent of this Agreement and who have entered into written
     confidentiality agreements with it consistent with this Section 8.4, prior
     to any disclosure of Confidential Information to such officers, employees,
     consultants and legal advisors. Neither party shall make any copies of the
     Confidential Information of the other party unless the same are previously
     approved in writing by the other party. Each party shall reproduce the
     other party's proprietary rights notices on any such approved copies, in
     the same manner in which such notices were set forth in or on the original.

8.5. Remedies. Each party acknowledges that a breach of this Section 8 would
     cause irreparable harm to the non-breaching party, the extent of which
     would be difficult to ascertain. Accordingly, the parties agree that, in
     addition to any other remedies to which the non breaching party may be
     legally entitled, the non-breaching party shall have the right to obtain
     immediate injunctive relief from a court of competent

<PAGE>

     jurisdiction in the event of a breach of this Section 8 by the other party
     or any of its officers, employees, consultants or other agents. The parties
     further agree that no bond or other security shall be required in obtaining
     such equitable relief and the parties hereby consent to the issuance of any
     such injunctive relief.

8.6. OTHER BUSINESS ACTIVITIES:

(a)  Each of the parties agree that the other party may currently or in the
     future acquire information, either independently developed or legally
     received from third parties, which may be similar to the Confidential
     Information. Nothing in this Agreement will be construed as a
     representation that the receiving party does not or will not have such
     independently developed or legally received information.

(b)  Nothing in this Agreement will be construed as a representation or
     agreement to restrict assignment or reassignment of the receiving party's
     employees, or in any manner to affect or limit either party's present and
     future business activities of any nature, including business activities
     which could be competitive with the disclosing party. The parties each
     acknowledge that they are aware that the other is currently discussing
     similar transactions with other parties, including competitors of each of
     the parties, as the case may be. This Agreement imposes no obligation on
     either Party to purchase, sell, license, transfer, or otherwise dispose of
     any technology, services, or products. This Agreement does not create any
     agency or partnership relationship. This Agreement does not bind the
     parties to enter into any further agreement or arrangement with the other.

(c)  Nothing in this Agreement will be construed as a representation or
     agreement that either party will not develop or have developed for it
     products, concepts, systems or techniques contemplated by or embodied in
     the Confidential Information, provided that the receiving party does not
     violate any of its obligations under this Agreement in connection with such
     development.

9.   MARKETING

9.1. Press Releases. Neither party may issue a press release announcing the
     relationship contemplated by this Agreement without the prior written
     consent of the other which consent may be withheld in the sole discretion
     of such party.

10.  TERM AND TERMINATION

10.1. Term. This Agreement shall become effective on the Effective Date and
      shall continue for a period of one (1) year from the Effective Date unless
      earlier terminated in accordance with the terms of this Agreement (the
      "Initial Term"). The Agreement shall automatically renew on an annual
      basis unless notice of termination is issued by Customer or Voxeo at least
      forty-five (45) days prior to termination (each a "Renewal Term").

10.2. Termination. This Agreement may be terminated as follows:

          10.2.1. If Customer fails to make any payment due hereunder within
               thirty (30) days after receiving written notice from Voxeo that
               such payment is delinquent or objects in writing to any Service
               Fee adjustment as provided in Section 4.1 within fifteen (15)
               days after receiving notice of such adjustment, Voxeo may
               terminate this Agreement on written notice to Customer at any
               time following the end of such thirty (30) day period or such
               fifteen (15) day period, as applicable.

          10.2.2. If either party materially breaches any term or condition of
               this Agreement and fails to cure such breach within thirty (30)
               days after receiving written notice of the breach, the
               non-breaching party may terminate this Agreement on written
               notice at any time following the end of such thirty (30) day
               period.

<PAGE>

          10.2.3. This Agreement shall terminate immediately upon notice if
               either party becomes insolvent or makes an assignment for the
               benefit of creditors.

10.3. Survival. The following sections shall survive the termination or
      expiration of this Agreement for any reason: 7.1, 7.2, 8, 10.3, 11, 12, 13
      and 14 and any payment obligations incurred prior to the expiration or
      termination of this Agreement.

11.  INDEMNIFICATION

11.1.     By Customer. Customer shall defend Voxeo and it directors, officers
          and employees from and against all claims, demands, suits or
          proceedings made or brought against Voxeo, and shall pay or reimburse
          Voxeo for any and all damages, costs and expenses payable by Voxeo to
          the party bringing such action to the extent that they are awarded in
          a final judgment or agreed to in settlement, as a result of (a) a
          claim against Voxeo alleging that Customer's web site or any Customer
          Content directly infringes a copyright, trademark or patent or other
          intellectual property or proprietary right of a third party, (b) a
          claim against Voxeo based upon the Customer Content or the use or
          transmission thereof by Voxeo in connection with performing the
          Subscriber Services, or the content of Customer's web site, including
          but not limited to claims of defamation, invasion of privacy, or the
          violation of any right of publicity or other rights of any person or
          entity, (c) a claim against Voxeo alleging that the storage or
          transmission of any Customer Content by Voxeo in the course of
          performing the Subscriber Services violates any law, rule, regulation
          or court order, (d) any use of the Subscriber Services by Customer in
          violation of this Agreement, (e) any use of the Subscriber Services or
          the Voxeo Network by the Customer or its end users for any critical
          application described in Section 3.7, or (f) any transmission by
          Customer or its end users of any Harmful Code to or through the Voxeo
          Network; provided that Voxeo: (i) gives written notice of the claim
          promptly to Customer, (ii) gives Customer sole control of the defense
          and settlement of the claim, (iii) provides to Customer all available
          information and assistance, and (iv) has not compromised or settled
          such claim without Customer's prior written consent.

11.2.     By Voxeo. Voxeo shall defend Customer and it directors, officers and
          employees from and against all claims, demands, suits or proceedings
          made or brought against Customer, and shall pay or reimburse Customer
          for any and all damages, costs and expenses payable by Customer to the
          party bringing such action to the extent that they are awarded in a
          final judgment or agreed to in settlement, as a result of a claim
          against Customer alleging that the Subscriber Services directly
          infringe a copyright, trademark or patent or other intellectual
          property or proprietary right of a third party, except for claims for
          which Customer is obligated to indemnify under Section 11.1, provided
          that Customer: (i) gives written notice of the claim promptly to
          Voxeo, (ii) gives Voxeo sole control of the defense and settlement of
          the claim, (iii) provides to Voxeo all available information and
          assistance, and (iv) has not compromised or settled such claim without
          Voxeo's prior written consent.

12.  WARRANTY AND DISCLAIMER

12.1.     Warranty. Voxeo warrants to Customer that (a) it has the right and
          authority to enter into this Agreement and (b) it shall perform the
          Subscriber Services and its obligations hereunder in a commercially
          reasonable, professional and workmanlike manner. Customer warrants to
          Voxeo that it has the right and authority to enter into this
          Agreement.

12.2.     Disclaimer. Voxeo does not warrant that the Subscriber Services shall
          meet all of Customer's requirements, or that the use of the Subscriber
          Services shall be uninterrupted or error-free. Except as set forth in
          Section 5, THE SUBSCRIBER SERVICES ARE PROVIDED TO CUSTOMER ON AN "AS
          IS" BASIS. VOXEO MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS,
          IMPLIED, STATUTORY, OR OTHERWISE RELATING TO THE SUBSCRIBER SERVICES
          OR ANY OTHER MATERIALS OR SERVICES FURNISHED OR PROVIDED TO CUSTOMER
          UNDER THIS AGREEMENT. VOXEO SPECIFICALLY DISCLAIMS ALL IMPLIED
          WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
          NONINFRINGEMENT.

<PAGE>

13.  LIMITATION OF LIABILITY

          EXCEPT FOR GROSSLY NEGLIGENT OR INTENTIONAL MISCONDUCT AND EXCEPT FOR
          CUSTOMER'S OBLIGATION TO PAY THE SUBSCRIBER FEES, IN NO EVENT SHALL
          EITHER PARTY'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT
          EXCEED THE SUM OF FEES PAID BY CUSTOMER TO VOXEO. IN NO EVENT SHALL
          EITHER PARTY OR THEIR LICENSORS, OR ITS SUPPLIERS HAVE ANY LIABILITY
          TO THE OTHER FOR ANY LOST PROFITS, LOSS OF DATA, BUSINESS
          INTERRUPTION, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES,
          OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES
          HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING
          NEGLIGENCE) AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE
          POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF
          ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THE PARTIES
          AGREE THAT THIS SECTION 13 REPRESENTS A REASONABLE ALLOCATION OF RISK.

14. GENERAL PROVISIONS

14.1.     Assignment. Neither party may assign any of its rights or delegate any
          of its obligations under this Agreement, whether by operation of law
          or otherwise, without the prior express written consent of the other
          party; provided, however, that either party may assign this Agreement
          without such consent in connection with a merger, corporate
          reorganization or sale of all or substantially all of its assets. Any
          attempted assignment in violation of this Section 14.1 shall be null
          and void. Subject to the foregoing, this Agreement shall bind and
          inure to the benefit of the parties, their respective successors and
          permitted assigns.

14.2.     Waiver and Amendment. No modification, amendment or waiver of any
          provision of this Agreement shall be effective unless in writing and
          signed by the party to be charged. No failure or delay by either party
          in exercising any right, power, or remedy under this Agreement, except
          as specifically provided herein, shall operate as a waiver of any such
          right, power or remedy.

14.3.     Choice of Law. This Agreement and any dispute arising from the
          performance or breach hereof shall be governed by and construed and
          enforced in accordance with, the laws of the United States and the
          State of California, USA, excluding conflict of laws provisions and
          excluding the 1980 United Nations Convention on Contracts for the
          International Sale of Goods.

14.4.     Relationship of Parties. The parties are independent contractors.
          Neither party shall be deemed to be an employee, agent, partner or
          legal representative of the other for any purpose and neither shall
          have any right, power or authority to create any obligation or
          responsibility on behalf of the other.

14.5.     Severability. If any provision of this Agreement is held by a court of
          competent jurisdiction to be contrary to law, such provision shall be
          changed and interpreted so as to best accomplish the objectives of the
          original provision to the fullest extent allowed by law and the
          remaining provisions of this Agreement shall remain in full force and
          effect.

14.6.     Force Majeure. Except for Customer's obligations to pay money, neither
          party shall be deemed to be in breach of this Agreement for any
          failure or delay in performance caused by reasons beyond its
          reasonable control, including but not limited to acts of God,
          earthquakes, strikes or shortages of materials.

14.7.     Headings and References. The headings and captions used in this
          Agreement are used for convenience only and are not to be considered
          in construing or interpreting this Agreement.

14.8.     Counterparts. This Agreement may be executed via facsimile in any
          number of counterparts, all of which taken together shall constitute
          one and the same agreement.

<PAGE>

14.9.     Complete Understanding. This Agreement, including all Exhibits,
          constitutes the final, complete and exclusive agreement between the
          parties with respect to the subject matter hereof, and supersedes any
          prior or contemporaneous agreement, proposal, warranties and
          representations

          IN WITNESS WHEREOF the parties have caused this Agreement to be
          executed by their duly authorized representative as of the date first
          set forth above.

i3 MOBILE, INC.                            VOXEO CORPORATION

By:   /s/ Wes Trager                       By:      /s/ Daniel J. Kaplan
   ---------------------------------           --------------------------------

Print Name:    Wes Trager                  Print Name:    Daniel J. Kaplan
            ------------------------                  -------------------------

Title:         C.T.O                       Title:     VP Finance
       -----------------------------              -----------------------------

Date:          9-28-01                     Date:       10/3/01
     -------------------------------            -------------------------------




<PAGE>



EXHIBIT A TO SUBSCRIBER SERVICE AGREEMENT NO. 218

ADDITIONAL TERMS

  1. SUBSCRIBER SERVICES:

     Subject to the terms and conditions of this Agreement, Voxeo will grant to
     Customer access to the Voxeo Network for commercial use as set forth below,
     as may be amended from time to time by mutual written agreement.



     Number of Local Telephone Numbers:     0

     Number of Toll-Free Telephone Numbers:  1



     Voxeo shall establish an isolated network environment to support Customer's
     Application with the availability of up to Five Hundred (500) ports
     configured as follows:



    o    Windows NT operating system with service pack 6

    o    Nuance 7.0.4

    o    Foundation SpeechObjects 1.1

    o    H.323 as the telephony interface

    o    Text-to-Speech engine



     The Voxeo Network provides a platform for enabling Customer to operate
     integrated Internet and telephone applications, such as instant
     notification, unified messaging, intelligent call routing, IVR replacement,
     and phone access to web content. Each network server includes interfaces
     and associated software that support a variety of Internet, speech, and
     telephone capabilities. Each network server is also connected to the
     Internet and the Public Switched Telephone Network (PSTN) via communication
     links and telephone lines supplied to Voxeo by data centers and/or
     telecommunication providers. The Voxeo Network provides a platform for
     interfacing with Customer Applications (hosted by Customer or Customer's
     designees) and enables such Customer Applications to control outbound and
     inbound traffic communicated through the Voxeo Network. For outbound
     traffic, the network infrastructure responds to resource requests from
     Customer Applications to communicate the outbound traffic via the Internet
     or telephone link in accordance with the resource request. For inbound
     traffic, the network infrastructure routes the traffic in accordance with
     instructions from the Customer Application. Voxeo will not be responsible
     for the development and/or testing of Customer Applications, except to the
     extent such development and/or testing is provided under a separate written
     agreement between Voxeo and Customer.


     Customer's Application will provide for remote access to an SQL database
     maintained by Customer that contains the relevant data required by such
     Customer Application.

  2. DESCRIPTION OF CUSTOMER APPLICATION(S):

       -------------------------------------------------------------------------
       Application Type:  Customer built Voice Application
       -------------------------------------------------------------------------
       Description of Application: portal services including weather, stock
       quotes, horoscope and lottery information made available.
       -------------------------------------------------------------------------


<PAGE>



Confidential Information omitted where indicated by "[*]" and filed separately
with the Commission pursuant to a request for confidential treatment under
Rule 24b-2 of the Securities Exchange Act of 1934.


  3. SERVICE FEES:

         Customer shall pay fees as follows:


         Service Fees. [*] Dollars [*] per month for the first [*]; for each [*]
         each month, Customer shall pay Voxeo [*].


         Up Front Fee. The first two (2) months of Services Fees (for a total
         of [*] Dollars [*] shall be paid up front (the "Up Front Fee"). The Up
         Front Fee shall be due and payable no later than ten (10) days after
         execution of the Agreement and shall be credited toward the first two
         (2) months of Service Fees.


         The Service Fees apply for the Subscriber Services as described in this
         Attachment A. In the event Customer desired that Voxeo offer additional
         or new features or requests a new or different sequestered environment,
         the parties shall agree on the appropriate charges for such changes. In
         addition, if either party requests a change to the configuration of the
         Customer's sequestered environment, if such change is acceptable to
         both parties, then the parties shall agree on the fees, if any,
         required to implement such change, and shall enter into an amendment to
         this Agreement to that effect.

  4. BACK-UP AND RECOVERY CAPABILITIES

Voxeo will provide Customer back-up and recovery capabilities as follows:

o POP-Level Redundancy: Voxeo.NET consists of several self-sustaining points of
presence (POPs) in carrier-grade collocation facilities across the US. In
addition, Voxeo relies on fault-tolerant equipment for voice call processing, IP
routing, application gateways and its network management infrastructure.

o Redundant Telco Connectivity: Voxeo connects to its long distance and local
providers via divergent high-capacity paths. These "local loops" are provided by
top-tier fiber providers.

o Redundant IP Connectivity: Voxeo's distributed production POPs are peered to
the Internet via separate IP backbone providers. Private Line connectivity
between Voxeo's POPs provides an additional layer of IP redundancy.

o Failover and Load Balancing. Inbound 800 services can be configured for
telco-level failover or load distribution across multiple POPs, thereby
providing an additional layer of telco redundancy.

  5. INSURANCE

Voxeo maintains an adequate level of general liability and other appropriate
insurance to cover any liabilities described by the warranties in this
Agreement.


<PAGE>

6.       DESIGNATED SUPPORT CONTACTS

Voxeo Customer Support:  (407) 835-0065
(Available:  7 x 24)
support@voxeo.com


------------------------------------------
Customer Designated Contact
------------------------------------------
Name:  Wes Trager
Position: CTO
Phone: 203-428-3000
Email: wtrager@i3mobile.com
Fax: 203-428-3188
------------------------------------------
Customer Backup Contact
------------------------------------------
Name:  Larry Kelley
Position:  VP Engineering
Phone: 817-766-5020
Email:  lkelley@i3mobile.com
Fax:  817-766-5001
------------------------------------------


5.  SALES REPRESENTATIVE:

Voxeo Sales Representative Name:  Robert McKelvey