AMENDMENT NO. 2 TO T-MOBILE USA, INC. SERVICES AGREEMENT CALL CENTER SERVICES

4.   Handsets and SIMs License.  T-Mobile hereby grants to Provider a revocable, non-exclusive, non-transferable, royalty-free, limited use license to use the Handsets and SIMs solely for use in support of the Services set forth in the Services Agreement. Notwithstanding anything to the contrary contained herein or in the Services Agreement, the license grant under this Section 3 will immediately terminate upon the termination or expiration of this License Agreement.

5.  Offshore Wireless Router and Internet Requirements:  If applicable and upon T-Mobile’s approval, Routers may be required for the sole use of meeting training curriculum requirements in offshore locations. The Routers must be placed outside of Provider’s perimeter protection devices, such as a firewall.  Internal systems must not be allowed to connect to the Router’s Wi-Fi network.  Provider will not transmit through the Router device any information of a sensitive nature to include, but not limited to, all T-Mobile or third-party Confidential data, Personally Identifiable Information (PII), or other sensitive information which requires a measurable degree of protection. Provider may purchase, up to one-hundred dollars ($100.00 USD), a Router for each training classroom or as mutually agreed upon and will submit the invoices to T-Mobile for reimbursement.  Each Router must be itemized in the Training Device Inventory.  At Provider’s expense, a broadband connection obtained through an ISP is required to fulfill certain training curriculum in offshore locations.  Provider will set up Internet connection in such a way as to ensure security of the T-Mobile network.

6.   Term and Termination.  This License Agreement will commence on the License Effective Date above and will terminate on the earlier of the (i) termination of the Services Agreement, or (ii) termination by T-Mobile upon twenty-four (24) hours notice. All provisions of this License Agreement that by their terms should survive termination or expiration of this License Agreement will so survive.

7.   Return and Certification.  Upon expiration or termination of this License Agreement, Provider shall immediately (i) return all T-Mobile designated Training Devices to T-Mobile via overnight shipping, as preapproved by T-Mobile or T-Mobile’s authorized representative, and (ii) certify to T-Mobile in writing that such Training Devices have been returned in an acceptable condition, excluding normal wear and tear.

8.   Confidential Information; Personal Data.  The Parties have entered into certain mutual nondisclosure and confidentiality provisions, as set forth in the Services Agreement, to protect each Party’s Confidential Information and proprietary information from unauthorized disclosure by the other Party. Without limitation to the foregoing or the mutual nondisclosure and confidentiality provisions contained in the Services Agreement, Provider acknowledges and agrees that the Training Devices, including, without limitation, any and all information related to the Training Devices, will be treated as T-Mobile Confidential Information. Except as may be provided in the scripts necessary for the provision of the Services, Provider will not disclose any Confidential Information or proprietary information relating to the Handsets, SIMs, or other training equipment to any third party without the prior written consent of T-Mobile.

9.   Warranty Disclaimer.  EXCEPT TO THE EXTENT OTHERWISE REQUIRED BY APPLICABLE LAW, T-MOBILE MAKES NO REPRESENTATIONS, WARRANTIES OR

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CONDITIONS, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE HANDSETS, SIMs, AND/OR OTHER TRAINING EQUIPMENT, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS AS TO (I) NON-INFRINGEMENT, (II) MERCHANTABILITY, OR (III) FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE OR USE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, T-MOBILE DOES NOT REPRESENT, WARRANT OR CONDITION THAT THE OPERATION OF THE HANDSETS, SIMs, AND/OR OTHER TRAINING EQUIPMENT WILL BE UNINTERRUPTED, BUG FREE OR ERROR FREE. EXCEPT FOR THE WARRANTIES PROVIDED BY THE APPLICABLE MANUFACTURER(S) OF THE TRAINING DEVICES, THE TRAINING DEVICES ARE PROVIDED “AS IS.”  PROVIDER ACKNOWLEDGES THAT IT RELIES ON NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXCEPT THOSE EXPRESSLY SET FORTH HEREIN OR IN THE SERVICES AGREEMENT.  TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE TERM OF THIS LICENSE AGREEMENT.  THIS DISCLAIMER AND EXCLUSION WILL APPLY EVEN IF THE EXPRESS WARRANTY SET FORTH IN THIS SECTION 9 FAILS OF ITS ESSENTIAL PURPOSE OR USE.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, (A) IN NO EVENT WILL T-MOBILE BE LIABLE FOR COST OF COVER OR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES HEREUNDER  (INCLUDING WITHOUT LIMITATION ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT OR ANY HANDSETS, SIMs, OR OTHER TRAINING EQUIPMENT PROVIDED HEREUNDER, EVEN IF T-MOBILE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES ARE REASONABLY FORESEEABLE.

10.  Ownership of Deliverables.  All Training Devices identified herein and all right, title and interest therein (including, but not limited to, associated copyright, trademark, patent and other intellectual property rights), are and will remain, as between the Parties, the sole and exclusive property of T-Mobile.

11.  Ownership of Training Usage and Expenses.  All SIMs will be assigned a rate plan designated in Provider’s name which will be set up exclusively for training purposes as per the training curriculum.  As defined by the training curriculum, and upon completion of each graduating training class, Provider may be permitted to invoice T-Mobile up to the allowable training usage per graduating FTE, as described in Schedule F.  Provider will submit an electronic statement of Provider’s rate plan invoice covering the dates of such training class, as appropriate.  Summary of the rate plan below reflects usage and charges and is subject to and/or termination by T-Mobile, in its sole discretion, at any time.

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Rate Plan Highlights:

*Subject to change by T-Mobile, in its sole discretion, at any time.

Included & Optional Features

*Subject to change by T-Mobile, in its sole discretion, at any time.

12.  Risk of Loss or Damage.  Provider shall be solely responsible for all risk of loss and damage to the Training Devices, including, without limitation, for any loss, destruction, theft and/or damage, up and to the replacement value incurred by T-Mobile, including any and all shipping fees.  Provider shall be liable to T-Mobile for all fees, penalties and/or other monies owed, in T-Mobile’s sole discretion, as a result of any loss, destruction, theft, misappropriation, fraud, and/or damage to the Training Devices.  Without limitation to the foregoing or anything contained in this License Agreement, Provider shall be solely responsible for any and all acts, omissions and/or willful misconduct of Provider’s employees, subcontractors, agents and/or independent contractors.

13.  Miscellaneous.  This License Agreement and the Services Agreement constitute the entire agreement of the Parties with respect to the subject matter hereof and they supersede all prior or contemporaneous negotiations, documents and agreements with respect to such subject matter.  No amendment, modification or waiver of this License Agreement will be valid unless set forth in a writing signed by the Parties.  This License Agreement will inure to the benefit of the Parties and their successors-in-interest and permitted assigns.  If any provision of this License Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect.  A Party may assign this License Agreement to any company controlling, controlled by or under common control with such Party or in connection with a merger, reorganization or sale of all or substantially all of such Party’s capital stock or assets, provided that Provider must obtain T-

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Mobile’s prior written consent to any such assignment.  This License Agreement will be governed by the laws of the state of Washington, without reference to its choice of law principles.  The application of the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded.  Each Party hereby irrevocably submits to the personal and exclusive jurisdiction and venue of the courts located in the state of Washington in any action arising out of or in connection with this License Agreement.

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SCHEDULE F

REIMBURSABLE TRAINING USAGE AMOUNTS

Only for those LOBs described below, amounts reflect normal usage required by training curriculum for each graduating FTE and is subject to change in T-Mobile’s sole discretion.

*Subject to change by T-Mobile, in its sole discretion, at any time.

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