CONSULTING AGREEMENT

Exhibit 10.2

CONSULTING AGREEMENT

            THIS CONSULTING AGREEMENT made as of this 1st day of June, 2002 (the “Agreement”), by and between Xxxxxxx Xxxxx (“Xxxxx”) and RMH Teleservices, Inc., a Pennsylvania corporation (“RMH”).

W I T N E S S E T H :

            WHEREAS, Xxxxx currently serves as the Chairman of and a member of the audit, administrative and special committees of the Board of Directors of RMH;

            WHEREAS, Xxxxx desires to resign as a director of RMH; and

            WHEREAS, in connection with Xxxxx’x resignation, RMH desires to retain Xxxxx as a consultant to RMH.

            NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, the parties hereto, intending to be legally bound hereby, agree as follows:

            1.    Payment to Xxxxx . RMH hereby agrees to pay to Xxxxx an aggregate amount of $100,000, payable upon the execution of this Agreement for future services to be provided as set forth in paragraph 4 below.

            2.    Options . RMH acknowledges that Xxxxx holds and owns the following options to purchase common stock of RMH, and Xxxxx agrees and acknowledges that those grants remain unchanged and the exercise period will end three months following the termination of this consulting agreement:

                        Option for purchase of 10,000 shares at $11.40 per share

                        Option for purchase of 4,000 shares at $4.1875 per share

                        Option for purchase of 4,000 shares at $5.75 per share

                        Option for purchase of 4,000 shares at $2.00 per share

                        Option for purchase of 2,000 shares at $4.68 per share

                        Option for purchase of 5,000 shares at $3.6875 per share

            3.    Resignation . Xxxxx hereby resigns as a director of RMH, effective immediately.

            4.    Consulting . Xxxxx agrees to be available to RMH and its officers, directors and employees for consultation for a period of time through and including February 29, 2004.

            5.    Confidentiality; Noncompete . Xxxxx agrees to keep confidential any information concerning RMH and its affiliates, and any of the officers, directors and employees thereof and will not use such information in any manner adverse to the business or prospects of RMH. Xxxxx shall send to Wolf, Block, Xxxxxx and Xxxxx-Xxxxx any materials or documents which have been furnished to him by RMH which are not necessary for his consulting obligations as soon as practicable following the execution of this Agreement and which relate to the year immediately preceding the date of this Agreement or which Xxxxx otherwise desires to have retained. Any other RMH documents shall be returned to RMH or destroyed. Wolf, Block will retain the documents at least through the time period of the completion of the terms of this Agreement. Xxxxx and/or RMH shall have access to the documents in the event of any dispute between Xxxxx and RMH. Xxxxx further agrees that he will not engage or be financially interested, directly or indirectly, in any activity which competes with the business of RMH. The preceding shall not prohibit Xxxxx from acquiring or holding any issue of stock or securities listed on a National Securities Exchange or quoted on a daily listing of over-the-counter market securities, provided that, at any one time, Xxxxx and Kurtz’s immediate relatives or affiliates do not collectively own more than 4.9% of the number of shares outstanding of any such single stock or securities issuance.

            6.    Entire Agreement . This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and

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understandings, inducements or conditions, express or implied, oral or written, except as herein contained.

            7.    Equitable Relief . Without prejudice to the rights and remedies otherwise available to RMH, RMH shall be entitled to equitable relief by way of injunction or otherwise if Xxxxx breaches or threatens to breach any of the provisions of this Agreement.

            IN WITNESS WHEREOF, the parties have executed and delivered this Agreement on the date first above written.

/s/ Xxxxxxx Xxxxx

Xxxxxxx Xxxxx

		RMH TELESERVICES, INC.
		By:	/s/ Xxxxxx X. Xxxxxxxxx
			Name: Xxxxxx X. Xxxxxxxxx
			Title: Chief Accounting Officer

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