Exhibit 10.3


SECOND
AMENDMENT TO SERVICES AGREEMENT


This Second Amendment to
Services Agreement (“Second Amendment”)
is made effective as of the 30th day of August 2006 (“Second
Amendment Effective Date”), by and between Third Party
Verification, Inc. (“3PV”), 220 E.
Central Parkway, Suite 3000, Altamonte Springs, FL 32701; and Vonage Network of
New Jersey Inc. d/b/a/ Vonage Network Inc., a Delaware corporation (assignee of
Vonage Holdings Corporation), and its successors and assigns (collectively, “Vonage”).


RECITALS


A.                                   3PV
and Vonage are parties to that certain Services Agreement, dated as of February
9, 2005 pursuant to which 3PV provides certain third party verification
services for Vonage, as modified and amended pursuant to the First Amendment to
Services Agreement dated as of May 10, 2006 (together, the “Services Agreement”).


B.                                     3PV
and Vonage desire to further amend the Services Agreement to provide for the
provision of additional services, as more fully described in this Second
Amendment.


C.                                     Capitalized
terms not otherwise defined in this Second Amendment shall have the meaning
given in the Services Agreement.


AGREEMENT


In consideration of the
foregoing, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Vonage and 3PV agree to amend the
Services Agreement as follows:


1.                                      Services:  The following service shall supplement and be
in addition to the “Services” described under the Services Agreement:


*


2.                                      Pricing:  The pricing relating to the above described
Service will be as follows:




	
  Stand-Alone IVR Session:

  	
  *

  
	
   

  	
   

  
	
  Live Agent
  Review (Auditing):

  	
  *

  
	
   

  	
   

  
	
  Intuitive
  Opt-Out Capability:

  	
  *

  










Pages where confidential treatment has been requested are stamped,
“Confidential treatment has been requested. 
The redacted material has been separately filed with the
Commission.”  All redacted material has
been marked by an asterisk (*).



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  Expedited Call-Back
  Capability:

  	
  No additional charge***

  






 


In addition, the monthly
charges for live 3PV agent interaction (i.e., the “Martina Services”) with
Vonage customers (including live agent responses to Expedited Call-Backs,
Intuitive Opt-Out, and other IVR system fall-through customers) shall be $   *. 
For clarity, this monthly per minute fee supersedes and replaces any
existing pricing for the Martina Services under the Services Agreement and
shall apply for all 3PV live agent interactions whether or not the eLOA is
ultimately completely as a result of the live interaction.


*The stand-alone IVR
session charge shall apply on a per completed transaction basis (as opposed to
a per session basis) such that Vonage will be charged one (1) per transaction
charge for each customer seeking to port its existing TNs onto Vonage’s
services that has completed the eLOA process via the IVR.  However, in the event of a failed transfer to
the IVR, an Intuitive Opt-Out, an Expedited Call-Back, or other IVR session
fall-through, the customer will be automatically transferred to the 3PV live
agent, in which case only per minute of use charges for the Martina Services
shall apply and Vonage shall not be billed for the IVR session charge.


**“Intuitive Opt-Out
Capability” measures the customer’s level of difficulty/frustration during the
IVR session and upon reaching a confidence factor, will automatically connect
them with the Martina Service to complete the eLOA process.


***“Expedited Call Back
Capability” allows the customer to be automatically and immediately placed in
the predictive queue for an expedited call back in the event that an IVR
session is disconnected prior to completion. 
This allows 3PV to re-connect the customer as quickly as possible to
save the eLOA verification.


Exclusivity:  *, Vonage agrees that 3PV shall be the
exclusive provider for Services through * and further agrees to allow 3PV to
release a press release that has first been reviewed and consented to in all
respects by Vonage announcing Vonage’s purchase of the IVR service from 3PV.


Look-in:  *






Confidential treatment
has been requested.  The redacted
material has been separately filed with the Commission.



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3.                                      Service
Levels:  The service levels related
to the above described IVR service will be as follows:


The system availability
and call completion service levels shall be * as measured on a monthly
basis.  Notwithstanding anything to the
contrary, Customer shall be relieved of the above-described exclusivity
(provided, however, that Vonage shall continue to be entitled to the stated
discount), and/or may terminate the Services Agreement in whole or in part at
any time and without any Early Termination Fee, in the event that 3PV fails to
maintain a service level on * occasions within a consecutive * day period, or
on * occasions within a rolling * month period.


4.                                      Term:


The Initial Term of the
Services Agreement is hereby extended to May 9, 2009; provided, however, that
the Early Termination Fee under Section 4.0 of the Services Agreement shall
continue to expire on May 1, 2007.


5.                                      No
Other Amendments:  Except as provided
in this Second Amendment, the Services Agreement shall remain unmodified and in
full force and effect.


Counterparts.  This Second Amendment may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which shall constitute one and the same instrument.


IN WITNESS WHEREOF,
this Second Amendment has been executed by the parties effective as of the
Effective Date.


	
  3PV

  	
   

  	
  Vonage Network of New Jersey Inc.

  
	
   

  	
   

  	
  d/b/a
  Vonage Network Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ DAVID W.
  BRINKMAN

  	
   

  	
  By:

  	
  /s/ JOHN REGO

  	
   

  
	
  Title:
  

  	
  Chief Executive Officer

  	
   

  	
  Title: 

  	
  Chief Financial Officer

  	
   

  
	
  Name:
  

  	
  David W. Brinkman

  	
   

  	
  Name: 

  	
  John Rego

  	
   

  
	
  Date:
  

  	
  8/21/06

  	
   

  	
  Date: 

  	
  8/25/06

  	
   

  
														







Confidential treatment has been requested.  The redacted material has been separately
filed with the Commission.


 



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