ESCROW AGREEMENT

        This Escrow Agreement (this "Agreement"), dated as of November 2, 2004, is entered into by and among: Evolving Systems, Inc., a Delaware corporation ("Buyer"), Tertio Telecoms Group, Ltd., an entity formed and registered in England and Wales with company number 4419858 ("Parent"), and Wells Fargo Bank, N.A., as escrow agent ("Escrow Agent").

A.

This is the escrow agreement attached as Exhibit B and referred to as the "Escrow Agreement" in the Stock Purchase Agreement dated as of November 2, 2004 (the "Stock Purchase Agreement"), between Buyer and Parent.



B.

Capitalized terms used in this Agreement without definition shall have the respective meanings given to them in the Stock Purchase Agreement.



C.

The parties, intending to be legally bound, hereby agree as follows:

1.     APPOINTMENT OF ESCROW AGENT

        Buyer and Parent hereby appoint Escrow Agent as escrow agent for the purposes set forth herein and Escrow Agent hereby accepts such appointment on the terms set forth herein.

2.     ESTABLISHMENT OF ESCROW

(a)

For the purposes set forth herein, Buyer has delivered or caused to be delivered on the date hereof to be deposited with Escrow Agent an amount equal to $1,100,000 in immediately available funds (the "Escrow Cash"); a Parent's A-Note in the principal amount equal to $1,595,000 (the "Escrow Note"); and 96,667 shares of Buyer's Series B Preferred Stock (the "Escrow Series B Stock"), to be distributed pursuant to Section 4 of this Agreement.



(b)

Escrow Agent hereby agrees to hold, safeguard and disburse the Escrow Deposit (as defined below) pursuant to the terms and conditions hereof.



(c)

The Escrow Series B Stock, together with any shares of Buyer's Common Stock received upon conversion of the Escrow Note or Escrow Series B Stock (the "Escrow Shares", and together with the Escrow Series B Stock, the "Escrow Stock"), held by the Escrow Agent shall be deemed issued and outstanding with respect to any matter on which such Escrow Stock may be voted upon and Parent shall be entitled to vote the Escrow Stock on such matters. Parent shall deliver an irrevocable stock power executed in blank with respect to each share of Escrow Stock held by Escrow Agent from time to time.



(d)

Any distributions on the Escrow Stock (other than in connection with stock splits, reverse stock splits, stock dividends, recapitalizations, reclassifications and similar adjustments to the Buyer's capital stock or in connection with a merger) during the term of this Agreement shall be delivered by Buyer to Parent or its assigns and shall not constitute a part of the Escrow Deposit. Any payments, conversions or other modifications to the items constituting the Escrow Deposit during the term of this Agreement shall be delivered by Buyer to Escrow Agent and shall constitute part of the Escrow Deposit. Buyer and Parent shall, in each such event, deliver applicable joint instructions to the Escrow Agent regarding any such payments, distributions, conversions or other modifications and the applicable actions to be taken with respect to the Escrow Deposit.



(e)

Parent may at any time, and from time to time, in exchange for per-share cash consideration not less than the applicable value of the Series B Stock and/or Escrow Shares set forth in

1

Section 4(b) hereof (the "Escrow Consideration"), arrange for the sale of any or all of the shares of Series B Stock and/or Escrow Shares by delivering a joint instruction (signed by Parent and Buyer) to Escrow Agent. In connection with any such sale of any Escrow Stock, the purchaser of the shares of such Escrow Stock shall be required to deposit the Escrow Consideration with the Escrow Agent. In the event that the total per-share consideration to be paid by such purchaser is greater than the Escrow Consideration, Parent shall be entitled to receive from purchaser an amount of cash per share equal to the total per-share consideration less the Escrow Consideration. If less than all of the Escrow Stock then-held by the Escrow Agent is to be sold in exchange for cash, then Buyer shall deliver, with the joint instructions, Replacement Certificates (as such term is defined below), together with certificates representing the Escrow Stock to be delivered to such the purchaser of the Escrow Stock (the "Purchaser Certificates"). After confirming receipt of the cash to be deposited, the Escrow Agent shall deliver the Escrow Certificates (as such term is defined below), Purchaser Certificates and Replacement Certificates in accordance with the joint instructions.

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