RMH TELESERVICES INC
DEVELOPMENT OF HARLINGTON MATERIAL AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>dex103.txt
<DESCRIPTION>DEVELOPMENT OF HARLINGTON MATERIAL AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 10.3

                       AGREEMENT BETWEEN THE DEVELOPMENT
                       ---------------------------------
                        CORPORATION OF HARLINGEN, INC.
                        ------------------------------
                            RMH TELESERVICES. INC.
                            ----------------------

     On the 22nd day of September, 2000 this AGREEMENT BETWEEN THE DEVELOPMENT
CORPORATION OF HARLINGEN, INC. AND RMH TELESERVICES, INC. (hereinafter
"Agreement') was entered into by the DEVELOPMENT CORPORATION OF HARLINGEN, INC.
(hereinafter "DEVELOPMENT CORPORATION") and RMH TELESERVICES, INC., a
Pennsylvania corporation (hereinafter "RMH"), on the following terms and
conditions:

     1.  Commission Approval: This Agreement is subject to the express approval
         -------------------
of the Elective Commission of the City of Harlingen. Failure to receive such
approval shall render this Agreement null and void.

     2.  Funding: Based upon the representations, inducements and commitments by
         -------
RMH, both set forth herein and in other representations made and documents
provided to the DEVELOPMENT CORPORATION by RMH, the DEVELOPMENT CORPORATION
agrees to grant the following funding to RMH:

         The DEVELOPMENT CORPORATION shall fund up to the maximum
         aggregate amount of One Million Two Hundred Fifty Thousand
         And No/100ths Dollars ($1,250,000.00) as an incentive to
         RMH to establish its call center operations in the City of
         Harlingen, expend funds in the City, to hire and maintain
         continuously a minimum of five hundred (500) full time
         equivalent employees, and to maintain its operations here
         for a minimum of five (5) years after commencement of
         operations, payable to RMH as follows: At any time after the
         execution of this Agreement and upon presentation of a
         signed lease agreement for a minimum of (5) years and upon
         presentation of sworn statement(s) detailing RMH's hiring
         five hundred (500) new full time equivalent employees, the
         dates of their employment at the Harlingen operation, and
         the salaries and

_____________________________________________________________
Agreement Between The Development Corporation Of Harlingen,
Inc. And RMH Teleservices, Inc 8/00                                       Page 1

<PAGE>

         benefits of each new employee and that they correspond to
         the salaries and benefits represented in Exhibit "A" attached
         hereto, and that there are no plans to discharge any of these
         employees, RMH will receive up to a maximum of One Million Two
         Hundred Fifty Thousand Dollars ($1,250,000.00) payable as
         follows:

         (a)   RMH will receive Five Hundred Thousand And No/100ths
               Dollars ($500,000.00) to be used to offset startup
               expenses. This amount will be payable sixty (60) days
               after RMH commences operations, as defined in 3(e);

         (b)   RMH will receive up to a maximum of Three Hundred
               Seventy-Five Thousand And No/100ths Dollars
               ($375,000.00) one (1) year after the payment in (a)
               above as long as RMH has maintained continuous
               employment of five hundred (500) full time equivalent
               employees for twelve (12) months on the terms and
               conditions established above and currently maintains
               a minimum of two hundred fifty (250) full time
               equivalent employees, payable at the rate of Seven
               Hundred Fifty And No/100ths Dollars ($750.00) per
               full time equivalent employee per month;

         (c)   RMH will receive up to a maximum of Three Hundred
               Seventy-Five Thousand And No/100ths Dollars
               ($375,000.00) two (2) years after it has received
               the payment of the funds set out in (a) above as long
               as RMH has maintained continuous employment of a
               minimum of two hundred fifty hundred (250) full time
               equivalent employees for twelve (12) months and
               currently employs a minimum of two hundred and fifty
               (250) full time equivalent employees on the terms and
               conditions established above, payable at the rate of
               Seven Hundred Fifty And No/100ths Dollars($750.00) per
               full time equivalent employee per month;

     3.  RMH's Responsibilities: In consideration for the funding to be provided
         ----------------------
by the DEVELOPMENT CORPORATION, RMH covenants and agrees that:

                                                                          Page 2
<PAGE>

         (a)   it will lease a call center facility within the city
               limits of Harlingen in the size of at least 41,000
               square at a minimum cost of Three Million Seven
               Hundred Thousand And No/100th Dollars (3,700,000.00)
               (including leasehold improvements, furniture equipment
               and fixtures) within seven (7) months of the execution
               of this Agreement;

         (b)   it will hire and maintain continuously during the term
               of this Agreement a minimum of five hundred (500) total
               full time equivalent employees as stated above. In the
               event that any of these new full time equivalent
               employees are terminated, resign or are laid off for any
               reason, RMH shall replace such employee(s) as promptly
               as possible, but in no event more than forty-five (45)
               days later. RMH agrees to exercise its best efforts to
               employ at least forty percent (40%) of these full time
               equivalent employees from the City of Harlingen. The
               hiring of all employees may be through the Harlingen
               office of the Texas Workforce Commission;

         (c)   it will expend a minimum of at least Five Hundred
               Thousand And No/1OOths Dollars ($500,000.00) within the
               city limits of Harlingen in the first year of this
               Agreement for the purchase of leasehold improvements,
               equipment, furniture, supplies and fixtures at the
               premises;

         (d)   it will maintain its call center facility and operations
               in the City of Harlingen for a minimum period of five
               (5) years after it commences operations in Harlingen;
               and

         (e)   "commences operations" means the call center facility
               has been leased, is fully functional and in operation
               and RMH has hired and continuously maintained five
               hundred (500) full time equivalent employees for a
               period of thirty (30) days.

                                                                          Page 3
<PAGE>

     4.  Access To Records: RMH will supply prompt verification of compliance
         -----------------
with these obligations to the DEVELOPMENT CORPORATION as requested and will
promptly provide access to any financial, employment or other records necessary
to verify employment statistics or investments in the Harlingen area.

     5.  Default: Failure by RMH to meet any of the requirements set forth in
         -------
paragraphs 3(a), 3(b), 3(c), 3(d), 3(e) or 4 above shall be a default. Any such
default shall give the DEVELOPMENT CORPORATION the option to require
reimbursement from RMH of sums paid to RMH or for RMH's benefit under paragraphs
2(b) and 2(c) in any amount which the DEVELOPMENT CORPORATION determines, in its
sole discretion, is appropriate in relation to the default or defaults. Upon
determination of default, the DEVELOPMENT CORPORATION shall give written notice
of such default to RMH at: 40 Morris Ave., Bryn Mawr, Pennsylvania 19010, Attn:
Michael Scharff. RMH shall have ninety (90) days from the date of such written
notice to cure the default. Upon receipt of such determination in writing from
the DEVELOPMENT CORPORATION, and after failure to cure the default, RMH shall
pay such reimbursement(s) to DEVELOPMENT CORPORATION within forty-five (45)
days.

     6. Parties Bound And Assignment: This Agreement shall be binding upon and
        ----------------------------
shall inure to the benefit of the parties hereto, their successors and assigns.
RMH may not assign this Agreement or any of their rights hereunder without the
prior written consent of the DEVELOPMENT CORPORATION, which shall not
unreasonably be withheld.

     7. Authorization: The parties acknowledge and represent to each other that
        -------------
the persons who executed this Agreement were duly authorized to do so on behalf
of each party.

                                                                          Page 4
<PAGE>

     Executed at and performable in Harlingen, Cameron County, Texas.

DEVELOPMENT CORPORATION                 RMH TELESERVICES, INC.,
OF HARLINGEN, INC.

BY:  /s/ [ILLEGIBLE]                    BY:  /s/ Michael J. Scharff
   ----------------------                   --------------------------
ITS: President                          ITS: Executive Vice President
    ---------------------                    -------------------------


CITY OF HARLINGEN

BY:  /s/ [ILLEGIBLE]
    ---------------------
ITS: Mayor
    ---------------------


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