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 support of AT&T’s Customer Premise Equipment (“CPE”) Order Processing and Support (“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, 2009, unless it is Cancelled or Terminated before that date. 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.

AT&T shall have the right to extend the duration period specified in this Order for up to twelve (12) months by giving Supplier 45 days prior written notice, at prices no greater than those set forth in this Order.

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

The following Pricing schedule shows the amounts to be paid to Supplier for Work to be performed under this Order for Full Time Equivalent (“FTE”) Agents.

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.

Training [*]

Dedicated Reports Analyst

Dedicated Process Managers

Dedicated Escalation Managers

Dedicated Supervisors

Travel and Living

Pagers

Programming (e.g. scripting, legacy programming and all programming production support and maintenance functions)

Program / Account management functions and personnel

Development and issuance of reports

Recruiting of Order Specialist

Processing Downtime Forms

System Access and Requirements

Systems – Managing and maintaining equipment and access

Postage

 

Copies

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 PO149990 exactly as shown and shall be submitted to AT&T’s Program Representative shown herein. Supplier shall ensure that AT&T’s Program Representative 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 shall be provided via email to AT&T’s delegate [*]

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.

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 maximum expenditure shall not exceed [*] over the life of this Order. 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 Representatives is:

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.