AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT

Exhibit 10

AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT

THIS AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT, dated as of September 21, 2004 (this “Amendment” ), is by and among Convergys Funding Corporation (the “Seller” ), Convergys Corporation, as initial servicer (the “Servicer” ), Falcon Asset Securitization Corporation ( “Falcon” ), Fifth Third Bank, an Ohio banking corporation ( “Fifth Third” ), and Bank One, NA, a national banking association having its main office in Chicago, Illinois, as successor by merger to Bank One, Michigan (together with Fifth Third and Falcon, the “Purchasers” ), and as “Falcon Agent” and “Administrative Agent” .

W I T N E S S E T H :

WHEREAS, the Seller, the Servicer, the Purchasers, the Falcon Agent and the Administrative Agent are parties to that certain Amended and Restated Receivables Purchase Agreement dated as of November 20, 2003 (as heretofore amended, the “Agreement” ); and

WHEREAS, the parties wish to amend the Agreement as hereinafter forth;

NOW, THEREFORE, in consideration of the premises herein contained, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Defined Terms . Capitalized terms used herein and not otherwise defined shall have their meanings as attributed to such terms in the Agreement.

2. Amendments . The definitions in the Agreement of the following terms are hereby amended and restated in their entirety to read, respectively, as follows:

“ Concentration Limit ” means, at any time:

(i) for all governmental subdivisions and agencies of the United States of America, an aggregate of 4.0% of Eligible Receivables; and

(ii) for any other Obligor and its Affiliates, considered as if they were one and the same Obligor, 4.2% of Eligible Receivables, or such other amount (a “ Special Concentration Limit ”) for such Obligor and its Affiliates as may be designated by the Falcon Agent and Fifth Third from time to time; provided that any Agent, the Required Financial Institutions or Fifth Third may, upon not less than three Business Days’ notice to Seller, cancel any Special Concentration Limit.

“ Dilution Reserve ” means, on any date, the greater of (i) 5% of the Net Receivables Balance, and (ii) the amount determined pursuant to the following formula:

{ [ (2 x ED) + ( (DS - ED) x (DS/ED) ) ] x DHR } x NRB

where:

“ Dilutions ” means, at any time before or after the date of the Agreement, the sum (without duplication) of (a) the aggregate amount of reductions or cancellations described in clause (i) of the definition of “ Deemed Collections ”, plus (b) the positive difference, if any, between the total credits taken against the accrual accounts during the current month and the balance of the accrual accounts at the beginning of the current month pursuant to clause (A) of the proviso at the end of the definition of “ Eligible Receivables ,” plus (c) any credits that are granted for Receivables originated prior to an increase to the accrual accounts referenced in clause (A) of the proviso at the end of the definition of Eligible Receivables.

“ Eligible Receivable ” means, at any time, a Receivable:

(i) the Obligor of which (A) is not an Affiliate of any of the parties hereto, and (B) is not (1) the State of Florida and all governmental subdivisions and agencies thereof, or (2) any other government or a governmental subdivision or agency other than one described in clause (i) of the definition of “Concentration Limit”,

(ii) the Obligor of which is not the Obligor of (A) any Charged-Off Receivable (other than as described in clause (v) of the definition of Charge-Off Receivable) or (B) Receivables more than 25% of which are Delinquent Receivables; provided , however , that there will be excluded from Delinquent Receivables for purposes of this clause (ii) Receivables owing from the 4 largest Obligors which are more than 60 days past the original Invoice date therefor solely because of a bona fide dispute, as determined by the Servicer with the consent of the Falcon Agent and Fifth Third,

(iii) which is not a Charged-Off Receivable, a Defaulted Receivable or a Delinquent Receivable,

(iv) which by its terms is due and payable within 60 days of the original billing date therefor and has not had its payment terms extended,

(v) which is either evidenced by an Invoice in substantially the form of one of the form contracts set forth on Exhibit IX hereto or otherwise approved by the Falcon Agent and Fifth Third in writing, or if such Receivables an Unbilled Receivable, has not been booked as an asset of the applicable Originator (without giving effect to any sale under the