certain statements, including possible or assumed future results of operations, in Managements Discussion and Analysis of Financial Condition and Results of Operations

Supplier shall provide Voice Ordering services and Voice Ordering Support Services to AT&T as determined by AT&T (“Program”), pursuant to Attachment A entitled “STATEMENT OF WORK”, dated April 1, 2008 (“Work”) attached hereto and hereby made a part of this Order.

This Order will continue in effect for a term expiring on March 31, 2010, unless it is Cancelled or Terminated before that date. The Parties may extend the term of this Order beyond that date by mutual written agreement. The terms and conditions of this Order cover all Services started prior to the execution of this Order, from April 1, 2008 up until execution of this Order.

Supplier shall perform the Work at the following locations: Greeley CO and Grand Junction, CO

The following Pricing schedule shows the amounts to be paid to Supplier for the various Work to be performed under this Order.

Full Time Equivalent (“FTE”) Order Specialists (“OS”) Monthly, the AT&T and Supplier will mutually determine and agree in writing to the FTE headcount quantity of Order Specialists based on [*] pursuant to “Section C — Volume and Forecasting Process of Attachment A” to be invoiced according to the rates below. Invoices shall be submitted monthly based on [*] and shall exclude any non-production activity, including but not limited to the following: lunchtime, break time, holidays, vacations and sick-time.

The following rates shall apply to billable Order Specialist FTEs:
Rates are based on [*]

Where the parties are to mutually agree on the headcount quantity, [*] or the course of conduct or activity under this Order, or any other provisions of this Order where the parties may need to mutually agree, in the event the parties cannot mutually agree within ten (10) business days, Supplier agrees to carry out the expressed requests of AT&T provided such requests are not unreasonable. In addition, the parties agree to also promptly escalate to the next level of management for resolution.

If Supplier is enabled to transact business with AT&T using the internet-based Ariba Supplier Network (“ASN”), Supplier agrees to submit invoices in electronic form to AT&T’s Accounts Payable organization through the ASN. If Supplier is not so enabled, it agrees to submit invoices to AT&T Accounts Payable, PO Box 66960, St. Louis, MO 63166-6960. Invoices against this Order shall reflect billing number [TBD] exactly as shown for Voice Ordering Services; and Invoices for Corporate ITS shall be submitted directly to AT&T’s Corporate ITS Program Representative shown herein. Supplier shall ensure that AT&T’s Program Representatives actually receives such invoices no later than the tenth (10^th) of each month for the prior month’s service in the format requested by AT&T. In addition, Supplier shall provide AT&T, by no later than the 25th of each month, with an estimate of current month’s billing including the amount being accrued and details as to how the amount is being calculated. Such estimate for Voice Ordering Services shall be provided via email to AT&T’s delegate [*] Invoices and estimates for Corporate ITS shall be provided via email to [*].

Invoice charges (including any training expenses) shall be in accordance with the rates shown in Section 4 Pricing of this Order.

[*] Supplier shall provide a document with each invoice which details the following:

Headcount [*] by name, hire date, and months on Program as defined in the Statement of Work.

Training — Supplier shall provide the following back-up documentation, as requested by AT&T, supporting all training expenses previously approved by AT&T in writing and billed to AT&T. This documentation shall specify the following information for each training class included in the billed training expense:

Name or other designation of the training class

Program Request Form (PRF) to which the training is billed. If training is cross-promotional (directed by AT&T in writing, and for the benefit of multiple AT&T programs), Supplier will provide a copy of the PRF from AT&T directing the allocation of the resulting expense across the affected programs, as well as a list of the programs across which the expense is to be allocated. The cross-promotional training expense will be allocated, as directed by AT&T, by Supplier across the affected programs (PRF’s)

Name of the contact at AT&T who directed Supplier to conduct the training

Length, in hours per agent, of the training material covered in the class

Start-date of the training class

End-date of the training class

Number of agents beginning the class

Number of agents completing the class

Other supporting information as requested by AT&T

The aforementioned information shall be presented in a consistent format satisfactory to AT&T for each invoice on which travel is billed. Supplier will attach this information, along with other required back-up data, to the back of a copy of the corresponding invoice.

The maximum expenditure under this Order shall not exceed the following amounts over the life of this Order:

[*] for the Voice Ordering services and Voice Ordering Support Services; and

[*] for the Corporate ITS Voice Ordering services and Voice Ordering Support Services.

Subject to this maximum, the total amount payable by AT&T for the Work shall be determined by applying the stated rate of applicable compensation set forth in this Order. AT&T shall not be required to pay for Work in excess of this maximum unless Supplier has first secured an amendment to this Order authorizing the increased expenditure.

AT&T’s Program Representative for Voice Ordering Services is:

AT&T’s Program Representative for Corporate ITS Voice Ordering Services is:

In the event of expiration, Cancellation or Termination of this Order, wherein all or some portion of the Work will be either discontinued, performed by AT&T itself, or performed elsewhere for AT&T, Supplier agrees to provide to the extent requested by AT&T in writing, for a period not to exceed eighteen (18) months, its full cooperation in the orderly transition of the Work to AT&T or elsewhere, or its discontinuance. Such orderly transition may include but not necessarily be limited to: (1) transitioning customer accounts including reducing headcount to such number as AT&T may request from time to time, during such any such transition period, (2) packing and preparing for shipment any materials or other inventory to be transferred, (3) provision of reports, training manuals, files, and similar media necessary for continuation of the Work transferred, and (4) continuation of Work at reducing levels if necessary during the transition period and at reduced levels if Work is transferred in part. AT&T will only pay compensation for OS activities which have been specifically authorized and directed by AT&T in writing pursuant to this clause, and such payment, if any, will be at the rates set forth in Section 4 Pricing. AT&T will provide thirty (30) days advance written notice to Supplier of customer accounts to be transitioned or terminated. In no event shall Supplier discontinue performing services for customer accounts or reduce, increase or vary, the associated headcount without AT&T’s expressed written consent.

The Parties will attempt in good faith to promptly resolve any controversy or claim arising out of or relating to this Order through negotiations between authorized representatives of the Parties, before resorting to other remedies available to them.

If a controversy or claim should arise which is not settled as specified in Subsection a., representatives of each Party who are authorized to resolve the controversy or claim will meet at a location designated by AT&T, at least once, and will attempt to, and are empowered to resolve the matter. Either representative may request this meeting within fourteen (14) days of such request (the “first meeting”).

Unless the Parties otherwise agree, if the matter has not been resolved within twenty-one (21) days of the first meeting, the representatives shall refer the matter to more senior representatives, who shall have full authority to settle the dispute. Such senior representatives will meet for negotiations within fourteen (14) days of the end of the twenty-one (21) day period referred to above, at a site designated by AT&T. Three (3) business days prior to this scheduled meeting, the Parties shall exchange memoranda stating the issue(s) in dispute and their positions, summarizing the negotiations which have taken place, and attaching relevant documents.

If more than one (1) meeting is held between the senior representatives, the meeting shall be held in rotation at the offices of Supplier and AT&T.

If the matter has not been resolved within thirty (30) days of the first meeting of the senior representatives (which period may be extended by mutual agreement), the Parties will attempt in good faith to resolve the controversy or claim in accordance with the American Arbitration Association’s then current Commercial Mediation Rules.