REDACTED COPY OF MASTER PROFESSIONAL SERVICES AGREEMENT

CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A CONFIDENTIAL TREATMENT REQUEST, PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH THREE ASTERISKS [***].

Exhibit 10.3

REDACTED COPY OF
MASTER PROFESSIONAL SERVICES AGREEMENT

This MASTER PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered into this 30th day of March 2009 (the “Effective Date”) by and between XO Communications Services, Inc. on behalf of itself, its operating affiliates and subsidiaries, with a principal place of business at 13865 Sunrise Valley Drive, Herndon, VA 20171 (“XO”) and THOMAS CADY, with his principal residence at 5308 Wriley Road, Bethesda, MD 20816 (“Consultant”). The parties may individually be referred to herein as a “Party” and collectively as the “Parties.”

      WHEREAS, Consultant has particular expertise in the area of telecommunications sales and marketing;

      WHEREAS, XO desires to engage Consultant to provide business consulting services to the Company or one or more of its subsidiaries, to specifically include, but not limited to providing to XO an accelerated growth plan for XO’s Interactive Voice Recognition services (“IVR”) and to provide certain deliverables as may be specified hereunder and requested by XO from time to time; and

      WHEREAS , Consultant desires to be so engaged by XO.

      NOW, THEREFORE , in consideration of the foregoing, of the mutual promises herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound, hereby agree as follows:

ARTICLE 1. — DEFINITIONS.

Capitalized terms and phrases used in this Agreement will have the meanings set forth in Exhibit 1 hereto or as otherwise defined throughout the terms herein. Terms that are not so defined will be deemed defined in the context in which they are used.

ARTICLE 2. SERVICES.

A. Description of Services. Consultant will function as an independent Consultant. In that capacity, and as directed by XO, Consultant will research XO’s current IVR capabilities, customers, and IVR expansion and growth opportunities for XO’s IVR business. Consultant will provide to XO on or before June 30, 2009 a report outlining a three year $[***] growth plan for XO Interactive to increase IVR Sales Revenue from current IVR Sales Revenue to $[***] IVR Sales Revenue (the “Business Plan”). Specifically, Consultant’s Business Plan will include:

In order to ensure that all expectations of the Services, priorities and outcomes are being met, it is expected that Consultant will schedule regular meetings with appropriate XO management and executives to review the progress of this project, any issues, etc; and that Consultant will issue regular reports on progress and outcomes as directed by XO. All decisions made in connection with advice and recommendations made as a result of the Services will be the responsibility of, and made by XO. If XO accepts the Business Plan, Consultant will, through June 2010, meet and consult with and advise and provide oversight for XO as needed or as reasonably requested by XO on how best to implement and execute the Business Plan.

B. Additional Services. Additional professional services that may be required from Vendor which differ from those described above, (e.g., consulting, analysis, development, etc) will be set forth in a mutually agreed upon SOW. Any future SOW(s) will contain a conspicuous reference identifying it as an SOW under this Agreement, and will include the following information: (i) a statement of project requirements; (ii) a description of the Services; (iii) specifications covering any Deliverable(s) and the design, testing, and final acceptance thereof; (iv) required progress meetings and personnel; (v) compensation structure, including maximum authorized total expenditure (if applicable); (vi) any assumption(s) on which performance of Services or delivery of Deliverables is conditioned; and (vii) any special warranty provisions.

C. Consultant Responsibilities. This Agreement is personal and Consultant may not provide or perform any of the Services through Affiliates, subcontractors or agents of any kind without XO’s express written consent . In providing the Services, neither Consultant nor its employees, suppliers, subcontractors, agents or other licensees will restrict or interfere with any XO system or the maintenance or use thereof. Consultant will adhere to all reasonable security measures implemented by XO. Consultant will advise XO immediately of any actual or potential conflict of interest involving Consultant’s anticipated or actual provision of services to other

clients, employers or other third parties and Services provided by Consultant to XO (“Conflict of Interest”).

ARTICLE 3. FEES AND PAYMENT TERMS.

A. Fees and Expenses. XO will pay the Consultant $15,000 on or about May 15, 2009, and another $15,000 on or about June 15, 2009. XO will evaluate the Business Plan within 30 Days of its submission to XO. If the Business Plan is accepted by XO, XO may undertake execution of the Business Plan with the assistance of Consultant as described in Article 2 A. above. Further, if and only if the Business Plan is accepted by XO and XO undertakes the execution of the Business Plan, XO will pay the Consultant within ten days after the end of each of the following four quarters (July 2009 through June 2010) $7,500 as payment for consulting and oversight services. Within thirty (30) days after June 30, 2010, XO will evaluate the effectiveness of the Business Plan. At that time, if XO determines that it has achieved at least ninety five percent (95%) of the IVR Sales Revenue Target, XO will pay Consultant a Plan Execution Bonus as follows within thirty (30) days of such determination:

No Plan Execution Bonus will be paid to the Consultant if the IVR Sales Revenue Target is below ninety five percent (95%).

All reasonable out-of-pocket expenses of Consultant that are approved in writing in advance by XO will be reimbursed by XO, including reasonable and customary business expenses. Consultant will comply with then-current XO travel and expense policy.

B. Payment. Except as otherwise provided for herein, Consultant will render invoices for Services, goods or other billable items to XO on a weekly basis. Payment on undisputed charges will be due and payable no later than forty-five (45) Days after the date of the invoice.

C. Taxes. All charges will be calculated exclusive of any applicable federal, state or local use, excise, value-added, gross receipts, sales and privilege taxes, duties, universal service assessments or similar liabilities associated with the Services, whether charged to XO, its suppliers or Affiliates, Consultant or End User. XO is not responsible for or obligated to pay taxes based on Consultant’s income or payroll taxes, any state business franchise or occupation taxes, or any goods or services not covered by this Agreement.

ARTICLE 4. TERM & TERMINATION.

A. Term. This Agreement will commence on the Effective Date and will continue for a Term of eighteen months from the Effective Date, and may be extended by written authorization of XO unless otherwise earlier terminated in accordance with this Agreement.

B. Event of Default Termination. Except as provided in Section 4(B), if either Party commits an Event of Default, the other Party may, by giving written notice to the defaulting Party, immediately terminate the applicable SOW or the entire Agreement at the election of the terminating party. The foregoing notwithstanding, the non-defaulting party may pursue any legal remedies it may have under applicable law or principles of equity relating to such breach and subject to the terms of this Section.

C. Termination for Convenience . XO may terminate this Agreement or any SOW (i) immediately upon written notice to Consultant in the event that XO determines that Consultant has a Conflict of Interest, and (ii) upon ten (10) Days advance written notice to Consultant for any reason or no reason. Consultant may terminate this Agreement for any reason or no reason upon thirty (30) Days advance written notice to XO.

D. Effect of Termination . Termination refers to the cessation of the Parties’ respective commitments and obligations under an SOW or this Agreement from and after the date of termination, but does not relieve the Parties of their payment and other obligations. If termination occurs, except for termination for nonpayment of fees by XO, Consultant agrees to: (1) provide reasonable transition assistance to XO; (2) inform XO of the extent to which performance has been completed through the date of termination or expiration; (3) wind up its work in a commercially reasonable manner; (4) preserve items of value created prior to termination; (5) deliver to XO all work in progress that XO has paid for at that time; and (6) invoice XO all amounts properly due and owing since the date of last invoice. Additionally, as requested by XO at any time after a notice of termination or non-renewal of this Agreement, Consultant will cooperate with XO to

develop an appropriate plan, and to provide professional services for a reasonably period of time to transition any Services to XO or a replacement provider. Upon termination of this Agreement, XO shall be required to pay to the Consultant fees owed on a prorate basis and, except as otherwise provided herein, XO shall have no further obligations pursuant to this Agreement. If this Agreement is terminated before the Consultant submits the Business Plan to XO, the Consultant will not be required to submit the Business Plan to XO and XO will XO will not be required to pay the Consultant any part of the $120,000 Plan Execution Bonus.

ARTICLE 5. REPRESENTATIONS & DISCLAIMERS.

A. Consultant Representations . Consultant represents and warrants, as of the Effective Date and throughout the term of this Agreement, that Consultant : (1) is appropriately qualified, skilled and trained to provide the Services and will operate the Services in a professional and workmanlike manner, in accordance with then-current, accepted industry standards, and in compliance with all laws, regulations, rules, orders and decrees applicable to Consultant; (2) will comply with all applicable federal, state and local laws, rules and regulations in the provision of Services and creation of any Deliverable; and (3) will own or otherwise have the right to provide the Services and Deliverables contemplated hereunder and will not infringe, misappropriate or violate the Intellectual Property rights, confidentiality or established privacy rights of any Person in the provision thereof.

B. Disclaimers. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, ALL SERVICES AND DELIVERABLES PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND NEITHER PARTY NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR ASSIGNS MAKE ANY WARRANTIES OR REPRESENTATIONS TO THE OTHER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT RELATING TO ANYTHING PROVIDED HEREUNDER, OR AS TO ANY OTHER MATTER, ALL OF WHICH WARRANTIES AND REPRESENTATIONS ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED.

ARTICLE 6. INTELLECTUAL PROPERTY.

XO owns and shall retain all right, title and interest in and to its Intellectual Property. XO hereby grants to Consultant the limited right to use XO Materials only in connection with Consultant’s performance of Services; otherwise, no licenses will be deemed to have been granted by XO to any of its Intellectual Property rights. Consultant will not reverse engineer or otherwise attempt to derive any formula, business plans or source code from any XO Materials. XO will own, solely and exclusively, all rights in any Deliverables or other newly-developed materials or work product created pursuant to this Agreement, which will also constitute a “ work mad