<PAGE>   1
                                                                       Ex.10.14

                             Agreement No. 99006728
                                     between

                              SBC Operations, Inc.

                                       and

                           World Wide Technology, Inc.

                                       for


                     EQUIPMENT, MINOR MATERIALS AND SERVICES

                                   RELATED TO

                          THE INSTALLATION AND SALE OF

                             TELLABS TITAN PRODUCTS



        *Certain material has been omitted from this exhibit pursuant to a
         request for confidential treatment and filed separately with the
         Securities and Exchange Commission.
<PAGE>   2


                               TABLE OF CONTENTS
<TABLE>

<S>                                                                                                       <C>
1.0 PREAMBLE...............................................................................................1
2.0 DEFINITIONS............................................................................................1
3.0 GENERAL TERMS AND CONDITIONS...........................................................................4
3.1 Agreement..............................................................................................4
3.2 Term of Agreement......................................................................................4
3.3 Termination And Cancellation...........................................................................4
3.4 Choice of Law..........................................................................................5
3.5 Cumulative Remedies....................................................................................6
3.6 Dispute Resolution.....................................................................................6
[* Confidential treatment requested]
3.8 Liens Prohibited.......................................................................................7
3.9 Title and Risk Of Loss.................................................................................7
3.10 Order of Precedence...................................................................................7
4.0 COMPLIANCE.............................................................................................7
4.1 Changes Required to Meet Codes, Laws & Regulations.....................................................7
4.2 No Third Party Beneficiaries...........................................................................8
4.3 Recyclable Material....................................................................................8
4.4 Reliability............................................................................................8
5.0 LIABILITY..............................................................................................8
5.1 Guaranty...............................................................................................8
6.0 STANDARDS..............................................................................................8
6.1 Product Change Notices.................................................................................8
6.12 Use of Published Specifications.......................................................................9
6.3 Buyer's Technical Information..........................................................................9
6.4 Marking...............................................................................................10
7.0 ORDERING..............................................................................................10
7.1 Order Procedure.......................................................................................10
7.2 Order Acknowledgment..................................................................................11
[*Confidential treatment requested]
[*Confidential treatment requested]
8.2 Cables and Related Items..............................................................................12
8.3 Invoicing And Payment.................................................................................12
8.4 Changes and Suspensions...............................................................................13
9.0 DELIVERY..............................................................................................13
9.1 Delivery and Performance..............................................................................13
9.2 Shipping and Packing..................................................................................13
10.0 PERFORMANCE..........................................................................................14
10.1 Records And Audits...................................................................................14
10.2 Monthly Order And Shipment Reports...................................................................15
10.3 Action Register......................................................................................15
10.4 Work Hereunder.......................................................................................15
10.5 Work Stoppage........................................................................................16
10.6 Tools and Equipment..................................................................................16
</TABLE>
                             Proprietary Information
     This information contained herein is not for use of disclosure outside
                     SBC Operation, Inc. their affiliates
         and World Wide Technology, Inc. except under written agreement.

                                     Page i

<PAGE>   3

                                                          Agreement No. 99006728

<TABLE>
<S>                                                                                                      <C>
10.7 Use of Buyer's Systems...............................................................................16
10.8 Damages to Property and Live Equipment...............................................................17
10.9 Inspection...........................................................................................17
10.10 Installation Services...............................................................................17
10.11 Installation Performance............................................................................18
10.12 Installation/Cutover Assistance.....................................................................19
10.13 Acceptance..........................................................................................19
10.15 Relocation..........................................................................................20
11.0 REPAIR AND MAINTENANCE...............................................................................20
11.1 Notice of Delays & Liquidated Damages................................................................20
11.2 Limitation of Liability..............................................................................21
   * Confidential treatment requested
13.0 OTHER................................................................................................22
13.1 Patents..............................................................................................22
13.2 Copyrights...........................................................................................22
13.3 Headings.............................................................................................22
</TABLE>


EXHIBITS

* Confidential treatment requested

Exhibit B:  Action Register




                                    Page ii

<PAGE>   4

                                                          Agreement No. 99006728


1.0      PREAMBLE

         This Agreement No. 99006728 ("Agreement") is between World Wide
         Technology, Inc., a Missouri corporation ("Seller") and SBC Operations
         Inc., a Delaware corporation ("Buyer"). This Agreement incorporates all
         the terms and conditions from General Agreement No. 98005906, dated
         March 15 1999, between the Seller and Buyer unless specifically
         provided otherwise herein. To the extent that the terms and conditions
         of the General Agreement differ from the Agreement, the Agreement shall
         prevail.

         All orders placed relating specifically to the purchase of Tellabs
         Titan equipment and services ordered through World Wide Technology,
         Inc. shall be governed by this Agreement. To the extent that the terms
         and conditions of the Agreement differ from that of the Master
         Agreement No.T0005476, dated July 17, 1997, between Pacific Telesis
         Group and Tellabs Operations, Inc., the Master Agreement No. T0005476
         shall prevail.

         Buyer and Seller agree that the term Buyer includes any of Buyer's
         Affiliates and the term Seller shall mean either World Wide Technology,
         Inc. or its Original Equipment Manufacturer (OEM) supplier, as
         applicable.

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


2.0      DEFINITIONS

         For the purposes of this Agreement, all terms defined herein will have
         the meanings so defined, unless the context clearly indicates
         otherwise. A term defined in the singular will include the plural and
         vice versa when the context so indicates.

         "ACCEPTANCE DATE" - means the date on which a Product successfully
         completes the Acceptance Tests (or the end of the Acceptance Period, if
         the Product has not been rejected as of that date), and for Services
         means the later of (i) the date in which Buyer inspects and accepts
         Seller's Services or (ii) thirty days after Seller provides an invoice
         for such Services if Buyer has not rejected or accepted such Services
         prior thereto.

         "ACCEPTANCE PERIOD" means a period of thirty (30) consecutive calendar
         days (or the period specified in the Order) during which the Acceptance
         Test(s) for a Product is/are performed.

         "ACCEPTANCE TEST" means the performance and reliability demonstrations
         and tests that must be successfully completed by a Product during the
         Acceptance Period which may include but not be limited to: (1) Buyer's
         routine business transactions, (2) tests, demonstrations or
         transactions performed during any Seller benchmarking, and (3) any
         other tests, demonstrations or transactions included or referenced in
         the applicable Order or which are appropriate to determine whether the
         Product conforms to the requirements of the Order.

         "APPROVAL FOR USE" means that a given Seller technology (i.e.,
         Product), which is being deployed in Buyer's network, has successfully
         completed all Technology Tests by Buyer, is fully approved for
         deployment in Buyer's network and that Buyer has approved the price for
         such Product, which are fundamental conditions precedent for a Product
         to achieve Approval For Use status.

         "CANCELLATION" means the occurrence by which either party puts an end
         to this Agreement or Orders placed under this Agreement for breach by
         the other and its effect is the same as that of "Termination" and,
         except as otherwise provided for herein, the canceling party also
         retains any remedy for breach of the whole Agreement or any unperformed
         balance.


                            Proprietary Information
     The information contained herein is not for use of disclosure outside
      SBC Operation, Inc. their affiliates and World Wide Technology, Inc.
                         except under written agreement

                                     Page 1
<PAGE>   5

                                                          Agreement No. 99006728


         "CENTRALLY DEVELOPED SYSTEM" means a computer-based information system
         whose development project was managed and/or is being supported by
         Buyer.

         "DELIVERY DATE" means the date by which all items and parts of the
         Product as ordered are delivered to the destination specified in the
         applicable Order.

         "DOCUMENTATION" means including, but not be limited to, user and system
         manuals, and training materials in machine readable or printed form.

         "DOWNTIME" means that period of time during which a Product is not
         operating in accordance with the requirements of an Order through no
         fault or negligence of Buyer. Downtime for each malfunction will start
         one (1) hour after Buyer attempts to contact Seller's designated
         representative at a prearranged contact point and will end when the
         Product is operating in accordance with the requirements of the Order.

         "EQUIPMENT" means a unit of hardware, including spare parts, acquired
         or maintained hereunder, and includes any third party provided
         Equipment.

         "EXTENDED MAINTENANCE PERIOD" means any period of maintenance Service
         outside of the Principal Period of Maintenance which may be selected by
         Buyer.

         "FIELD ENGINEER" means a person in Seller's employ qualified to repair
         Products in a timely and professional manner.

         "INFORMATION" means all ideas, discoveries, concepts, know-how, trade
         secrets, techniques, designs, specifications, drawings, sketches,
         models, manuals, samples, tools, computer programs, technical
         information, and other confidential business, customer or personnel
         information or data, whether written, oral or otherwise.

         "INSIGNIA" means Buyer's trademarks, trade names, symbols, decorative
         designs of evidence of Buyer's inspection.

         "INSTALLATION" - means equipment mounting, placing, modification,
         assembly, cabling, wiring, and testing to be performed by Seller in
         accordance with the Specifications and/or instructions issued by, and
         reasonably acceptable to, Buyer.

         "INSTALLATION DATE" means the date by which all components of a Product
         or System are installed and prepared for Acceptance Tests at the
         location specified in the applicable Order. The Installation Date for
         Software and Equipment includes delivery of Program Material, manuals
         and supporting Documentation.

         "INSTALLATION SITE" means the location, established by Buyer, at which
         the Product will reside.

         "LICENSED SOFTWARE" means software licensed to Buyer. Licensed Software
         also includes all associated Program Material and Documentation.

         "ORDERS" means such purchase orders, forms, memoranda or other written
         communications as may be delivered to Seller for the purpose of
         ordering Products and Services hereunder.

         "PREVENTIVE MAINTENANCE" means maintenance performed or required to be
         performed by Seller on a scheduled basis to keep a Product in good
         operating condition in accordance with the requirements of the
         applicable Order. Preventive Maintenance will include (1) calibration,
         testing, adjustments, cleaning, lubrication, replacement of worn,
         defective or questionable parts, and minor circuit updating and
         modifications; (2) maintenance and engineering services necessary to
         retrofit or otherwise install engineering changes, modifications and
         improvements (including the latest engineering revision and all
         reliability improvements) made to any Product by Seller at any time
         during the maintenance term for that Product; and (3) automatic update
         services for all manuals and Documentation furnished with any Product.
         "Principal Period of Maintenance" means a consecutive ten (10) hour
         period daily, Monday through Friday, excluding New Year's Day,
         Washington's Birthday, Memorial Day, Independence Day, Labor Day,
         Thanksgiving Day and Christmas Day. Unless otherwise specified in the
         Order, such ten (10) hour period will be from 7:00 a.m. to 5:00 p.m.

                            Proprietary Information
     The information contained herein is not for use of disclosure outside
      SBC Operation, Inc. their affiliates and World Wide Technology, Inc.
                         except under written agreement

                                     Page 2
<PAGE>   6

                                                          Agreement No. 99006728


         "PRODUCTS" means a unit of equipment, apparatus, components, tools,
         supplies, material, Software, or firmware thereto purchased or licensed
         hereunder by Buyer from Seller and includes third party Products
         provided or furnished by Seller. Products shall be deemed to include
         any replacement parts or products.

         "PROGRAM MATERIAL" means all material associated with Software provided
         by Seller to Buyer hereunder including, but not limited to, test data,
         flow charts, Documentation, source code, source code listings, data
         file listings, input and output formats and use instructions.

         "REMEDIAL MAINTENANCE" maintenance performed by Seller which is
         necessary to return an inoperative or malfunctioning Product to good
         operating condition.

         "SERVICE(S)" - means any and all labor, support, facilities, material,
         Equipment, tools, accessories, instruments and supplies necessary to
         perform any and all services described in the applicable Order and
         provided by Seller hereunder, including but not limited to,
         consultation, engineering, Installation, removal, maintenance,
         training, self-maintenance support, repair, general services, remote
         computer services, unloading, programming, Software maintenance,
         technical consultation, Documentation preparation, or any other
         services specified in this Agreement or in an Order.

         "SOFTWARE" means all programs in machine-readable (object code) form
         and feature descriptions which are ordered by Buyer pursuant hereto.
         Software includes Custom Software and Licensed Software, including any
         associated program, programming aid, routine, subroutine translation,
         compiler, diagnostic routine, control software and firmware and third
         party Software included in or finished by Seller.

         "SPECIFICATIONS" means (1) Seller's proposals, (2) Seller's published
         literature, descriptions, drawings and other specifications, including
         physical, operating, timing and maintenance characteristics, site,
         space, power and memory requirements, run times, compatibility, and
         modularity, (3) the Product manufacturer's or developer's
         specifications (if Seller is not the Product manufacturer or developer)
         and (4) any other specifications or Technical Requirements for the
         Products or Services which are attached to or referenced in and made a
         part of the applicable Order.

         "SYSTEM" means the collection or aggregation of Products designed to
         function or operate, or represented by Seller as being capable of
         functioning, as an entity. A System may be offered by Seller or any
         other source and may include products offered by other vendors.

         "SYSTEM CHANGE REQUEST" means a Buyer document requesting modifications
         to Software licensed hereunder.

         "TECHNICAL REQUIREMENTS" means those feature, function, operational,
         administrative, maintenance and support requirements as defined herein
         for a given technology which are provided by Buyer to Seller in
         accordance with this Agreement.

         "TECHNOLOGY TEST" means hands-on, laboratory oriented technical review
         and analysis by Buyer (usually performed prior to first application in
         Buyer's network) of Seller's Product based on specific performance,
         operational, protocol, and environmental criteria for potential
         certification as an Approved for Use technology for deployment into
         Buyer's network. Such Technology Test is a major component of Buyer's
         Approval for Use process as defined above.

         "TELCORDIA TECHNOLOGIES (TELCORDIA)" - In 1999 Bellcore renamed the
         organization, Telcordia Technologies (Telcordia). For the purposes of
         this Agreement all currently called Bellcore terms will be referenced
         by the new name "Telcordia".

         "TERMINATION" means the occurrence by which either party, pursuant to
         the provisions or powers of this Agreement or laws and regulations,
         puts an end to this Agreement and/or Orders placed under this Agreement
         other than for breach. On "Termination" all obligations which are still
         executory on both sides are discharged but any right based on prior
         breach of performance survives except as otherwise provided herein.

                            Proprietary Information
     The information contained herein is not for use of disclosure outside
      SBC Operation, Inc. their affiliates and World Wide Technology, Inc.
                         except under written agreement

                                     Page 3
<PAGE>   7

                                                          Agreement No. 99006728


         "WARRANTY PERIOD" means the period during which a product or Service is
         covered by Seller's/OEM's warranties [*Confidential treatment will be
         requested].



3.0      GENERAL TERMS AND CONDITIONS

3.1      Agreement

         This Agreement sets forth the terms and conditions under which Seller's
         Products and Services will be purchased by Buyer. This Agreement shall
         govern all Orders, acknowledgments, invoices and other information
         electronically and non-electronically transmitted during the term of
         this Agreement. In the event of any conflict between the Provisions of
         this Agreement and any Orders, the provisions of this Agreement shall
         prevail. The parties may modify this Agreement when an authorized
         representative of each party signs such modifications. Exhibits
         [*Confidential treatment will be requested] B, which are attached
         hereby, are incorporated by this reference.

  3.2    Term of Agreement

         This Agreement shall become retroactively effective. The effective date
         is May 1, 1999 until December 31, 2001, unless sooner Terminated or
         Canceled as provided herein. Thereafter, the Agreement will be
         automatically renewed for successive one (1) year terms, unless either
         party has provided the other party with notice of termination, in
         accordance with Section 3.3(a). The amendment, expiration, Termination
         or Cancellation of this Agreement shall not affect the obligations of
         the parties under any Order previously issued under this Agreement, and
         the terms and conditions of this Agreement shall continue to apply to
         such Order as if this Agreement had not been amended, expired,
         Terminated or Canceled.

  3.3    Termination And Cancellation

         A.       Termination and Cancellation of Agreement

                  Buyer may Terminate this Agreement in whole or in part at any
                  time by giving Seller at least thirty (30) days' prior written
                  notice. Upon Termination, Buyer agrees to pay Seller all
                  amounts due for Products or Services provided by Seller under
                  this Agreement up to and including the effective date of
                  Termination, which payment will constitute a full and complete
                  discharge of Buyer's obligations to Seller hereunder.

                  In accordance with applicable laws and regulations, Buyer may
                  Cancel this Agreement by notice, in writing, in the event that
                  Seller (i) admits insolvency, (ii) makes an assignment for the
                  benefit of creditors, (iii) is unable to pay debts as they
                  mature, or (iv) has a trustee or receiver appointed over all
                  or any substantial part of its assets. Seller shall provide
                  Buyer with status reports on the financial viability of
                  Seller. Providing a copy of an Annual Income Statement and
                  Balance Sheet shall suffice to fulfill this requirement.

         B.       Cancellation and Termination of Orders

                  1.       Cancellation

                           If Buyer cancels any Orders or rejects any Products
                           pursuant to any provision of this Agreement or
                           applicable Laws and Regulations, Seller shall, at
                           Buyer's request, but at Seller's expense, promptly
                           remove the affected Products from Buyer's site,
                           restore Buyer's site to its original condition,
                           refund to Buyer any amounts previously paid by Buyer
                           for such Products and reimburse Buyer for any costs
                           Buyer occurred to remove and return such Products.
                           Upon reimbursement and refund, title to any such
                           Products which had previously passed to Buyer shall
                           revert to Seller.

                   2.      Termination





                                     Page 4
<PAGE>   8

                                                          Agreement No. 99006728


                           Products/Services: Buyer may at any time Terminate
                           any Order in whole or in part upon written notice to
                           Seller. In such event, Seller shall be entitled to
                           reasonable Termination charges consisting of its
                           actual and direct costs incurred to provide the
                           Products and Services ordered by Buyer but no more
                           than a percentage of the work performed or Products
                           delivered prior to Termination, minus salvage or
                           resale value of the Terminated Order. If requested,
                           Seller agrees to substantiate such costs with proof
                           satisfactory to Buyer. In no event shall the
                           Termination charges on any Order hereunder exceed the
                           Order price.

                           No Termination charges shall apply to Products not
                           specially manufactured for Buyer pursuant to any
                           Order which is Terminated at least thirty (30) days
                           prior to the required delivery date. Buyer shall not
                           be responsible for any work performed nor for any
                           costs incurred by Seller, Seller's sellers, or
                           Seller's subcontractors after Buyer has provided
                           notice of Termination. After the receipt of Buyer's
                           payment for such Terminated Services, Seller shall
                           deliver the physical embodiments, if any, of the
                           items charged to and paid by Buyer. The foregoing
                           Termination charges state the entire liability of
                           Buyer for Termination for convenience by Buyer of any
                           Order hereunder.

         C.       Partial Cancellation and Termination

                  Where a provision of this Agreement or applicable Laws and
                  Regulations permits Buyer to Terminate or Cancel an Order,
                  such Termination or Cancellation may, at Buyer's option, be
                  either complete or partial. In the case of a partial
                  Termination or Cancellation Buyer may, at its option, accept a
                  portion of the Products or Services covered by an Order and
                  pay Seller for such Products or Services at the unit prices
                  set forth in such Order. The right to Cancel an Order shall
                  also include the right to Cancel any other related Order.

         D.       Cancellation for Default

                  If Seller is in material default of any of its obligations
                  under this Agreement or applicable Orders and such default
                  continues for ten (10) days after written notice thereof is
                  given by Buyer, then in addition to all other rights and
                  remedies, at law or in equity, Buyer may Cancel this Agreement
                  and/or any Order which may be affected by such default without
                  any obligation or liability on the part of Buyer whatsoever.
                  Notwithstanding this paragraph D, additional provisions for
                  Cancellation of Orders hereunder are set forth in this
                  Agreement.

                  Buyer shall have the right to retain or return any Product
                  already received and accepted; provided, however, if Buyer
                  elects to return any Product, Seller shall reimburse Buyer the
                  cost of shipping any returned Product and amounts, if any,
                  previously paid by Buyer for such Product. Seller shall bear
                  all expenses for removal and return of such Product.

  3.4    Choice of Law

         The following supersedes the General Agreement No. 98005906, section
         entitled "Governing Law", page 7:

         With respect to PACIFIC, this Agreement and performance hereunder shall
         be governed by the laws of the state of California. With respect to
         SWBT, this Agreement and performance hereunder shall be governed by the
         laws of the state of Missouri. With respect to an Affiliate, other than
         PACIFIC or SWBT, this Agreement and performance hereunder shall be
         governed by the laws of the state in which such affiliate has its
         principal place of business.

                            Proprietary Information
     The information contained herein is not for use of disclosure outside
      SBC Operation, Inc. their affiliates and World Wide Technology, Inc.
                         except under written agreement

                                     Page 5

<PAGE>   9

                                                          Agreement No. 99006728


         This Agreement shall be considered completed, entered into, and
         executed in California on behalf of PACIFIC, in Missouri on behalf of
         SWBT, and with respect to an Affiliate other than PACIFIC or SWBT, in
         the state in which the Affiliate has its principal place of business."

3.5      Cumulative Remedies

         Any rights of cancellation, termination, liquidated damages or other
         remedies prescribed in this Agreement are cumulative and are not
         exclusive of any other remedies to which the injured party may be
         entitled, including but not limited to, the remedies of specific
         performance and cover; however, neither party shall retain the benefit
         of inconsistent remedies.

3.6      Dispute Resolution

         Resolution of all disputes arising out of or in connection with this
         Agreement shall be in accordance with the following:

         A.       The parties will attempt in good faith to promptly resolve any
                  controversy or claim arising out of or relating to this
                  Agreement through negotiations between executives of the
                  parties, before resorting to other remedies available to them.

         B.       If a controversy to claim should arise, the first level of
                  escalation shall be Seller's designated Account Manager and
                  Buyer's Contract Manager with escalation to intermediate and
                  executive level management as appropriate and mutually agreed.
                  Either Seller or Buyer may request the other to meet within
                  fourteen (14) days at Buyer's location.

         C.       If the matter has not been resolved within twenty-one (21)
                  days of their first meeting, the designated representatives
                  shall refer the matter to senior executives, who shall have
                  full authority to settle the dispute. Thereupon, the
                  representatives shall promptly prepare and exchange memoranda
                  stating the issues in dispute and their positions, summarizing
                  the negotiations which have taken place, and attaching
                  relevant Documents. The senior executives will meet for
                  negotiations within fourteen (14) days of the end of the
                  twenty-one (21) day period referred to above, at a mutually
                  agreed time.

         D.       The first meeting shall be held at the offices of the party
                  receiving the request to meet. If more than one meeting is
                  held, the meetings shall be held in rotation at the offices of
                  Seller and Buyer. All meetings will be held at a location
                  mutually agreed upon by the parties.

         E.       If the matter has not been resolved pursuant to the aforesaid
                  procedures within sixty (60) days of the commencement of such
                  procedure (which period may be extended by mutual Agreement),
                  the controversy shall be submitted to and settled by
                  arbitration with a panel of three (3) arbitrators, of whom
                  each party shall appoint one (1) with the third arbitrator
                  selected by the two (2) so chosen. The controversy shall be
                  settled in accordance with the rules and regulations of the
                  Center of Public Resources Guide For Resolving Disputes. Both
                  parties agree that the arbitration award may be enforced by a
                  court of competent jurisdiction and that the costs of such
                  arbitration shall be divided equally. The arbitration shall be
                  held in San Francisco, California (or as mutually agreed) and
                  shall be conducted on a confidential basis. The arbitrator's
                  award shall be supported by law and substantial evidence.

                  *Confidential treatment requested


                            Proprietary Information
     The information contained herein is not for use of disclosure outside
      SBC Operation, Inc. their affiliates and World Wide Technology, Inc.
                         except under written agreement

                                     Page 6
<PAGE>   10

                                                          Agreement No. 99006728


3.8      Liens Prohibited

         All Services furnished to Buyer by Seller hereunder shall be free from
         any claims, third party liens or encumbrances. Should Seller as a
         general contractor of Services subcontract such Service delivery to
         subcontractors that have mechanics lien rights under applicable law,
         Buyer may require satisfactory proof that all parties furnishing labor
         and/or materials for the Services have been paid before making payment
         to Seller.

3.9      Title and Risk Of Loss

         The following supersedes the General Agreement No. 98005906, section
         entitled "Title and Risk of Loss", page 19.

         A.       TITLE

                  Title to Equipment purchased hereunder will vest in Buyer when
                  the Equipment has been delivered and accepted at the
                  destination specified in the applicable Order. If this
                  Agreement calls for additional Services such as unloading,
                  installation or the like to be performed after delivery,
                  Seller will retain risk of loss to the Equipment until the
                  additional Services have been performed to Buyer's
                  satisfaction. Title to Software will remain in Seller. Buyer
                  will have the right to make a reasonable number of copies of
                  the Software for use as authorized by OEM.

         B.       RISK OF LOSS

                  Seller shall bear the risk of loss of or damages to any
                  Product until delivery of the Product at the destination
                  specified in the applicable Order and acceptance by Buyer. In
                  the event that additional Services such as installation,
                  unloading or the like, are to be performed by Seller, the risk
                  of loss shall pass to Buyer after such additional Services
                  have been performed and the Product has been accepted by
                  Buyer. With respect to any loss or damage which occurs while
                  Seller has the risk of loss, Buyer shall notify Seller
                  promptly of any claim and shall cooperate with Seller to
                  facilitate making and settling any such claim.

                  After such delivery and acceptance, Buyer shall bear the risk
                  of loss of or damage to such Product, except to the extent
                  that any loss or damage arises out of or results from the
                  negligence or willful misconduct of Seller or its agents or
                  contractors.

3.10     Order of Precedence

         In the event of any conflict or inconsistency between any provisions of
         this Agreement and the provisions of any Order, the provisions of such
         Order will control but only for the purpose of such Order, and, except
         for such Order, the terms and conditions of this Agreement will not be
         deemed to be waived, amended or modified.

4.0      COMPLIANCE

4.1      Changes Required to Meet Codes, Laws & Regulations

         Seller shall, at no additional charge, make any changes to the
         Products, which are necessary to meet codes, laws or regulations which
         are in effect on the date of acceptance of such Products. If such
         changes are proposed on such date and subsequently become effective,
         Seller shall make such changes at a charge not to exceed the cost of
         labor and materials. Seller's obligations under this clause shall
         expire ten (10) years after acceptance of the Products in question.


                            Proprietary Information
     The information contained herein is not for use of disclosure outside
      SBC Operation, Inc. their affiliates and World Wide Technology, Inc.
                         except under written agreement

                                     Page 7
<PAGE>   11

                                                          Agreement No. 99006728


4.2      No Third Party Beneficiaries

         Except as otherwise provided in this Agreement, this Agreement is for
         the benefit of Buyer and Seller and not for any other person or entity.

4.3      Recyclable Material

         If requested by Buyer, Seller will identify recyclable Products by
         labeling or watermarking such Products in a mutually agreed upon
         manner.

4.4      Reliability

         Seller hereby agrees that OEM's Products furnished hereunder by Seller
         will, at the time of shipment:

         a.       Have sufficient burn-in operating time at the component,
                  circuit pack and/or system level to assure an Infant Mortality
                  Factor ("IMF") of not more than 2.5. The IMF is the ratio of
                  the failures experienced in the first year of operation (8760
                  hours) to the failures experienced in a year of operation at
                  Steady State Reliability ("SSR") assuming a Weibull Infant
                  Mortality Model with a slope of 0.75 and 10,000 hours to reach
                  SSR.

         b.       Meet the Quality and Reliability requirements specified in
                  Quality Program Specification (QPS) 82.040 Issue 4 and 92.031
                  Issue 2.

         Seller further agrees that it will, at no charge, provide Buyer or its
         representative ("Buyer's Agent"), the accessibility and assistance
         necessary for Buyer or Buyer's Agent to verify that Product purchased
         hereunder satisfies the requirements specified in the clause entitled
         "QUALITY ASSURANCE."

         Nothing contained herein will affect Buyer's rights hereunder, under
         any warranty, or under any other provisions of this Agreement.


5.0      LIABILITY

5.1      Guaranty

         Seller shall use commercially reasonable efforts to ensure to Buyer (1)
         the full and faithful performance by each subcontractor of each and
         every covenant, duty and obligation assumed by the subcontractor with
         respect to the Services and (2) the payment of each and every sum due
         or to become due to the subcontractor in connection with the Services.
         The above guaranty is applicable to all changes, modifications and
         extensions respecting this Agreement as the parties may agree.


6.0      STANDARDS

6.1      Product Change Notices

         Seller agrees to notify Buyer, in advance, of any known change(s) to be
         made in the OEM's Products furnished in accordance with the
         Specifications, Software Related Documentation and/or Documentation
         that would impact upon either reliability, safety, or the form, fit or
         function of the Product.

         It will be OEM's responsibility to furnish Product Change Notices
         ("PCN") for all Products provided hereunder in accordance with TP
         76305, January 1, 1997, SWB Requirements for Product Change Notices for
         SWBT or GR-209-CORE, Issue 1, August 1994, "Product Change Notices" for
         PACIFIC, as may be amended at any time, and any successor document.


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                                     Page 8
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                                                          Agreement No. 99006728


         In order for Buyer to review Product changes, a minimum of thirty (30)
         days advance notice will be required except for those cases where an
         extremely unsatisfactory condition requires immediate action. The final
         classification of any Product change proposed by the OEM will be by
         mutual agreement between OEM and Buyer.

         For changes classified as "A" or "AC", Seller and OEM agree to promptly
         modify or replace, at no charge, all affected Products provided
         hereunder and the Documentation relevant thereto. Buyer will have the
         right to invoice Seller for any labor expenses incurred by Buyer
         attributable to the replacement of such Products.

         For changes classified as "B" or "D", Seller and OEM agree to notify
         Buyer of the exact nature thereof and discuss with Buyer details
         regarding the proposed implementation procedure for affected Products
         which is being or will be manufactured. Buyer will determine, at its
         option, if Products previously shipped will be modified or replaced.
         Should such modification or replacement be deemed necessary, Seller and
         OEM will arrange therefor at prices and schedules to be mutually agreed
         upon with Buyer prior to implementation. Relevant Documentation for
         such affected Products will also have provided by Seller and OEM at no
         charge.

         Any revisions to TP 76305, will become effective and thereafter
         applicable under this Agreement thirty (30) days after such revision is
         released by Buyer except for those particular revisions to which the
         Seller and OEM specifically objects within twenty-one (21) days of
         receipt, providing therewith an explanation for each such objection.
         Upon each such objection, Buyer, Seller and OEM will attempt to
         negotiate a resolution to any such objections. Notwithstanding the
         foregoing, any revision made to address situations potentially harmful
         to Buyer's network, the Premises, to address Premises security issues,
         to comply with statutory and/or regulatory requirements, or to Buyer's
         Emergency Operating Procedures will become effective and applicable
         immediately notwithstanding any objection by the Seller and OEM.

         In the event that Buyer, Seller and OEM fail to reach agreement on any
         change in Products proposed by OEM, Buyer will have the right without
         penalty to terminate this Agreement and any or all Orders for Products
         affected by such change(s) that may have been issued by Buyer.

6.2      Use of Published Specifications

         Seller shall, at no charge, provide Buyer with copies of Sellers/OEMs
         published Specifications, user instructions, manuals and other training
         materials pertaining to the Products. Buyer shall have the right to
         reproduce any or all of such materials as necessary for Buyer's use of
         such Products.

6.3      Buyer's Technical Information

         Seller agrees to comply, where applicable with the following technical
         requirements documents of Buyer:

         o        GR-137-CORE, Issue 1, June 1, 1994. "Generic Requirements for
                  Central Office Cable"

         o        GR-833 CORE, Issue 5, December 1992, Revision 1, April 1993,
                  Revision 2, June 1994. "Operations Application Messages -
                  Network Maintenance: Network Elements and Transport
                  Surveillance Messages".

         o        GR-1089-CORE, Issue 1, November 1994. "Electromagnetic
                  Compatibility and Electrical Safety - Generic Criteria for
                  Network Telecommunications Equipment"

         o        GR-1421-CORE, Issue 1, 7-1-94. "Generic Requirements for
                  ESD-Protective Circuit Pack Containers"

         o        GR-1502-CORE, Issue 1, June 1994. "Central Office Environment
                  Detail Engineering Generic Requirements"

         o        SR-3158 NEBS 2000 Physical Protection Guidelines for
                  Operations Systems Hardware


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                         except under written agreement

                                     Page 9
<PAGE>   13

                                                          Agreement No. 99006728


                  PB/SWBT Alarm Philosophy, Effective date 4-5-94

         o        PB/SWBT Alarm Policy Statement Effective Date June 15, 1994.

         o        PB/SWBT Practice 790-101-322SW, March 1, 1990. Detail
                  Engineering Guide Telephone Company Engineered (TCE) Orders
                  Preparation Instructions

         o        TP 76300, December 1, 1994. Installation Guidelines

         o        TP 76310, April 1, 1992. Earthquake Engineering Guidelines

         o        TR-EOP-000066, Issue 1, February 1987. "Space Planning
                  Documentation Requirements"

         o        TR-NWT-000063, Issue 5, September 1993. "Network Equipment
                  Building Systems General Equipment Requirements (NEBS)"

         o        TR-NWT-000078, Issue 3, December 1991. "Generic Physical
                  Design Requirements for Telecommunications Products and
                  Equipment"

         o        TR-NWT-000409, Issue 3, July 1993. "Generic Requirements for
                  Intrabuilding Optical Fiber Cable

         o        TR-NWT-000840, Issue 1, December 1991. "Supplier Support
                  Generic Requirements (SSGR)"

         o        TR-NWT-000513 Generic Requirements for Power Systems

         o        TR-NWT-000928 Generic Requirements for Fuse Panels used in
                  Central Offices


6.4      Marking

         The following section supersedes the General Agreement No. 98005906,
         section entitled "Bar-Coding", page 3:

         Seller agrees to mark all Product furnished hereunder for
         identification purposes with (I) Seller's or OEM's model/serial/issue
         number, (ii) the month and year of manufacture, (iii) warranty
         expiration date, and (iv) for plug-in equipment, also in accordance
         with the current requirements outlined in Technical Publication
         GR-185-CORE, Issue 1, Common Language (R) Equipment Coding Processes
         and Guidelines, TR-795-25540-8402 (Pub. 5002), Issue 1, 1/1/74 Common
         Language (R) Identification of Manufacturers of Telecommunications
         Products, and TR-STS-000383, Issue 5, 1/1/91 Generic Requirements for
         Common Language (R) Barcode Labels. Seller further agrees that it will:

         (a)      For central office plug-ins, hardwired equipment, tools and
                  test sets, obtain at Seller's expense applicable Equipment
                  Catalog Item ("ECI"), Continuing Property Record ("CPR") and
                  Common Language (R) Equipment Identifier ("CLEI") information
                  from Bell Communications Research, Inc. ("Telcordia") and
                  provide such information to Buyer on the Order Acknowledgment.

         (b)      Mark all hazardous Products as such in a permanent and
                  reasonably visible manner by stating, "HAZARDOUS MATERIAL
                  CONTAINED WITHIN," and identifying the specific hazardous
                  material.

         (c)      Add any other identification, which might be requested by
                  Buyer. Charges, if any, for such additional identification
                  marking will be as agreed upon by Seller and Buyer.


7.0      ORDERING

7.1      Order Procedure

         The following section supersedes the General Agreement No. 98005906,
         section entitled "Purchase Orders", page 15:


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                                    Page 10
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                                                          Agreement No. 99006728


         Orders submitted by Buyer against this Agreement will be placed on
         Purchase Order Form SW-6531 for SWBT and Purchase Order Form P-2 for
         PACIFIC. The typed or written provisions on Buyer's Orders will be
         incorporated into this Agreement, but printed provisions on the reverse
         side thereof will be deemed deleted.

         Each Order shall be numbered, shall indicate the ordering party, and
         may include at least the following items whenever such item is
         applicable to the Products and Services covered by such Order:

         (1)      The date of the Order.

         (2)      The incorporation of this Contract and Agreement by reference

         (3)      A complete list of the Products and Services covered by the
                  Order, specifying, attaching or referencing the quantity,
                  model number, program name or product identification number,
                  description and Specifications for each.

         (4)      The price of each Product and Service, including discounts (if
                  any), and any additional charges.

         (5)      The address to which Seller's invoice shall be sent.

         (6)      Shipping instructions.

         (7)      The destination to which the Products will be delivered and
                  the date and time for scheduled delivery.

         (8)      Any special terms and conditions.

         Order(s) placed hereunder shall be deemed accepted by Seller unless
         written notice to the contrary is received by Buyer within ten (10)
         days from Seller's receipt of such Order. Such notice will be given to
         Buyer in care of the address indicated on the acknowledgment copy of
         the Order. Any additional or different terms in any Seller quotation,
         acknowledgment, invoice or other communication to Buyer, whether or not
         such terms materially alter an Order, shall be deemed objected to by
         Buyer without need of further notice of objection and shall be of no
         effect and not in any circumstance binding upon Buyer unless expressly
         accepted by Buyer in writing.

7.2      Order Acknowledgment

         The following section is in addition to the General Agreement No.
         98005906, section entitled "Order Acknowledgment", page 15.

         Seller agrees to provide to Buyer an Order Acknowledgment ("OA") with
         respect to each Order. In addition, Seller agrees to include Software
         Right to Use Fees, if any, on the OA.



                   * Confidential treatment will be requested









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                                                          Agreement No. 99006728



                     [*Confidential treatment requested].




























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                                                          Agreement No. 99006728



8.4      Changes and Suspensions

         Buyer may, by notice to Seller at any time before complete delivery
         is made under any Order, make changes within the general scope of such
         Order, including changes to quantities, drawings, designs or
         specifications. In addition, Buyer may, by notice to Seller, suspend,
         in whole or in part, the delivery of Products and the performance of
         Services. If Buyer directs any such change or suspension, the parties
         shall agree upon any necessary adjustments in prices or dates and Buyer
         shall issue a revised Order reflecting such adjustments.

         Seller may not, without Buyer's prior written consent, make any changes
         whatsoever with respect to the Products or Services specified in any
         Order.

9.0      DELIVERY

9.1      Delivery and Performance

         All dates for delivery of Products and performance of Services are firm
         and time is of the essence. Seller's delivery interval is two to seven
         (2-7) weeks from receipt of Buyer's Order to Delivery Date. Upon
         receipt of each Order, Seller shall deliver the Products to Buyer's
         designated location and perform all of the Services on or before the
         date(s) specified, failing which Buyer may, in addition to all other
         remedies provided by law or equity or this Agreement (1) Cancel such
         Order, or (2) extend such delivery date(s) to a later date(s), subject
         however, to Cancellation if delivery is not made by such extended
         date(s).

         If an Order is Canceled pursuant to the paragraph above, Buyer shall
         have the right to retain or return any or all Products received under
         such Order. Seller shall reimburse Buyer the costs of shipping the
         returned Products and amounts, if any, previously paid by Buyer. Buyer
         shall pay for any Products retained at the prices set forth herein, and
         quantity discounts, if any, shall be applied on the basis of the
         quantity specified in the Order.

9.2      Shipping and Packing

         Seller agrees to:

         (a)      Ship Orders complete unless instructed otherwise by Buyer.

         (b)      Ship to the destination designated in the applicable Order in
                  accordance with any specified routing instructions.

         (c)      Package, mark and label Products in accordance with Buyer's
                  Specification No. 76295. Adequate protective packaging will be
                  furnished by Seller at no additional charge.

         (d)      Enclose a packing slip with each shipment and, when more than
                  one (1) package is shipped, clearly identify the one
                  containing the packing slip.

         (e)      Mark Buyer's Order number, item sequence numbers, and item
                  identification numbers and descriptions on all packages,
                  subordinate documents and shipping papers.

         (f)      Render invoices in duplicate or as otherwise specified by the
                  applicable Order, showing Buyer's Order number, item sequence
                  numbers, item identification numbers and descriptions, through
                  routing and weight.

         (g)      Render separate invoices for each shipment or Order.

         (h)      Mail Bills of Lading, if applicable, shipping notices and
                  copies of transportation bills with Seller's invoices to
                  Buyer's address indicated on the applicable Order.

         (i)      List basic unit and part number or Common Language Equipment
                  Identifier ("CLEI") code numbers and Continuing Property
                  Record ("CPR") numbers for each central office product
                  included on an invoice.

         (j)      Limit billing on repair orders to one (1) invoice per repair
                  order.

         (k)      Identify software right-to-use fees on the invoice as either
                  "application" or "operational".


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                                    Page 13

<PAGE>   17

                                                          Agreement No. 99006728


         For shipments made to Seller's Material Distribution Center ("MDC") in
         Lancaster, Texas, Seller further agrees to ship Products on pallets
         with dimension of 42" by 42" and stack Equipment thereon no higher than
         48".

         Adequate protective packaging will be furnished by Seller at no
         additional charge. If prepayment of transportation charges is
         authorized, Seller will include the transportation charges for the
         Products from the F.O.B. point to the designated destination as a
         separate charge on Seller's invoice therefor.

         Shipping and routing instructions may be altered by mutual agreement of
         the parties without written notice. C.O.D. shipments will not be
         accepted. Unless expressly stated to the contrary, Seller's charges for
         transportation Services including, but not limited to, routing,
         transporting, hauling, hoisting, storage and detention, are not
         included in any prices furnished for Products. Seller's prices include
         its standard packing for domestic shipments. All Products purchased,
         repaired or replaced and/or disposed of hereunder shall be packed and
         marked by Seller, at no additional charge to Buyer, to comply with or
         exceed (1) the standards of the National Motor Freight Traffic
         Associations Incorporated as published in the National Motor Freight
         Classification #100 ("Standards"), as may subsequently be amended, or
         (2) the Specifications set forth in the appendix, if any, entitled
         "Packaging, Packing and Container Marking Requirements". If the
         Products purchased, repaired, replaced, or disposed of consist of or
         contain hazardous materials or hazardous wastes, Seller shall package,
         label, mark, and transport same in accordance with applicable laws and
         regulations in addition to the Standards. In the event of any conflict
         or inconsistency between the Standards and such laws and regulations,
         such laws and regulations shall prevail. If Buyer requests special
         packaging charges, if any, shall be agreed upon by the parties.

10.0     PERFORMANCE

10.1     Records And Audits

         This following section supersedes the General Agreement No. 98005906,
         section entitled "Records and Audits", page 17:

         In order to enable Buyer to comply with the requirements of Parts 32
         and 64 of the Rules of the Federal Communications Commission pertaining
         to Affiliate transactions and any similar state or federal
         requirements, Seller agrees, to:

         (a)   Maintain and provide to Buyer upon request complete and accurate
               records related to all amounts billable to and payments made by
               Buyer hereunder in accordance with generally accepted accounting
               principles.

         (b)   Notify Buyer prior to destroying or otherwise permanently
               disposing of such records and, at Buyer's option, transfer such
               records to Buyer.

         (c)   Provide reasonable supporting documentation to Buyer within
               thirty (30) calendar days after receipt of written notification
               from Buyer of a dispute as to the amount of any invoice.

         Seller further agrees that Buyer will have the right through its
         accredited representatives to inspect, copy, and audit, during normal
         business hours, the charges invoiced to Buyer under this clause. Should
         Buyer request an inspection or audit, Seller will make available the
         pertinent records and files. This right to inspect, copy, and audit
         will not be limited to validating the


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                                    Page 14


<PAGE>   18

                                                          Agreement No. 99006728


         accuracy of resources utilized by Seller and associated charges
         invoiced to Buyer but includes, without limitation, the right to
         inspect and audit:

         (i)      The method for determining cost data provided to Buyer.

         (ii)     Any cost or pricing data, records or other information
                  pertaining to similar sales to other, Non-Affiliated buyers.

         (iii)    Seller's accounting policies or practices.

         Seller will include any of the aforementioned information on its
         invoices and other billing documents as Buyer may reasonably require.

         Unless otherwise provided in this Agreement, Seller shall retain such
         records for a period of three (3) years from the date of final payment
         under the Order to which such records relate. To the extent that such
         records may be relevant in determining if Seller is complying with its
         obligations under the applicable Order, Buyer and its authorized
         representatives shall have access to such records for inspection,
         copying, and audit during normal business hours.

10.2     Monthly Order And Shipment Reports

         During the term hereof, Seller agrees to render monthly shipment
         reports on or before the fifth (5) working day of the succeeding month.
         The report shall in a form that indicates the total dollars paid to
         Seller by Buyer for each applicable Product for each month and any
         additional information required by Buyer. Completed forms will be sent
         to Buyer's address as set forth in the clause herein entitled
         "NOTICES."

         In addition, Seller agrees to render quarterly sales reports on or
         before the last working day of April, July, October and January. The
         report shall indicate the total year to date sales orders, by quarters,
         paid to Seller by Buyer. Specifics shall include Vendor Name(s),
         Product Description(s), Vendor Part Number(s), Product Price,
         Quantities, Purchasing Affiliate (PB, SWBT, SNET, etc.).

10.3     Action Register

         Buyer and Seller acknowledge that the success of Buyer's development of
         Seller's Products is contingent upon timely and successful resolution
         of issues identified in the Action Registers. Buyer reserves the right
         to assign items to Action Registers, which are living documents, with
         the understanding that Action Registers contain issues pertaining to
         conformance of Products with Seller's Specifications and Buyer's
         requirements. Seller agrees to provide timely service and resolution,
         including all necessary steps to address critical and high Action
         Register Items, to Buyer on those items identified in the Action
         Registers (or such successor entity or issues forum as may be
         maintained by Buyer). Seller further agrees to take. In pursuing the
         resolution of problems or issues identified in the Action Register, and
         in the selling of any Products to Buyer, Seller agrees to perform
         testing consistent with the conditions typically found in Buyer's
         Production environment. The current version of the Action Register is
         attached as Exhibit B.

10.4     Work Hereunder

         It is understood that visits by representatives of Seller or its
         suppliers for inspection, adjustment or other similar purposes in
         connection with Products purchased hereunder will for all purposes


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                                    Page 15


<PAGE>   19

                                                          Agreement No. 99006728


         be deemed "work hereunder" and will be at no charge to Buyer unless
         otherwise agreed in writing with Buyer.

10.5     Work Stoppage

         Each party hereto agrees to notify the other party hereto at least
         sixty (60) days prior to the expiration of any labor agreement. For any
         actual work stoppage, notification will be made within the first twelve
         (12) hours after such stoppage has occurred.

         For an emergency request by Buyer during any work stoppage, Seller will
         provide on-site technical support of Products and/or Services provided
         hereunder, including but not limited to: installation, repair,
         calibration, removal and hauling and hoisting. Cost will not exceed
         current Agreement prices or, where no pricing exists, Seller's/OEM's
         current published prices. Should Seller not be able to provide on-site
         emergency service during a work stoppage, Seller will release
         sufficient information to a third party through a Non-Disclosure
         Agreement approved by Buyer to allow the requested Products and/or
         Services to be provided in the same manner as though Seller has
         provided same. Seller will receive Buyer's written approval prior to
         the release of any such information.

10.6     Tools and Equipment

         Unless otherwise specifically provided herein, Seller agrees to furnish
         all labor, tools and equipment (the "Tools") required for the
         performance of this Agreement. Upon completion of the Services, Seller
         agrees to promptly remove all tools, equipment, materials and debris
         from Buyer's premises. Should Seller use any Tools owned or rented by
         Buyer, Seller further agrees:

         (a)      To defend, indemnify and hold Buyer harmless from and against
                  any and all loss, liability, damage, expense, claim, demand or
                  suit (including attorney's fees and court costs) of any kind
                  and nature whatsoever (including but not limited to claims
                  resulting from injuries or death to persons or damage to
                  property) in any way arising out of or resulting from Seller's
                  maintenance, possession, operation, use, storage or movement
                  of the Tools or any accident occurring in connection
                  therewith.

         (b)      To accept the Tools "as is, where is" and that Buyer will have
                  no responsibility for the condition or state of repair
                  thereof.

         (c)      Not to remove the Tools from Buyer's premises and to return
                  them to Buyer upon completion of use, or at such earlier time
                  as Buyer may request, in the same condition as when received
                  by Seller, reasonable wear and tear excepted.

         All use of Tools by Seller will be subject to the provisions of the
         Section entitled LIABILITY, and Seller agrees to maintain at all times
         adequate insurance acceptable to Buyer to cover its indemnification
         obligations hereunder and provide Buyer, upon request, with evidence
         thereof.

10.7     Use of Buyer's Systems

         Buyer reserves the right to determine how Seller's personnel provided
         to perform Services hereunder will access Buyer's network remotely and
         locally.

         Seller agrees and promises to use the applicable Buyer computer systems
         on which the Services are provided in a professional and effective
         manner, and only for the purposes of the performance of this Agreement.
         Any other intentional use or misuse of such computer systems will
         constitute a breach of this Agreement.

         Seller acknowledges that any person Seller selects to work under this
         Agreement will be expected to fully comply with the known requirements,
         conditions, or restrictions applicable to the use of Buyer's computers
         or telephone network or applicable to access to Buyer's database,
         network or information systems. Seller will indemnify and hold Buyer
         harmless for any failure (whether


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                                    Page 16

<PAGE>   20

                                                          Agreement No. 99006728


         negligent or intentional) to meet these known requirements, conditions,
         or restrictions by any of these persons. Seller further agrees to
         cooperate fully in any Buyer inquiry into alleged violations by
         Seller's personnel with respect to Buyer's computers, property or
         information.

10.8     Damages to Property and Live Equipment

         A.       Buyer shall notify Seller, of any damage to or theft of
                  tangible property, real or personal, caused directly or
                  indirectly by Seller and of circumstances, which it believes,
                  could give rise to such damage. Seller shall take precautions
                  and reasonable and necessary measures to prevent further
                  damage. Seller shall indemnify Buyer for such damage or loss
                  in accordance with the Section entitled INDEMNIFICATION.
                  Seller shall replace or temporarily repair such property. At
                  Buyer's or a third party owner's option and direction, Seller
                  shall restore or replace Buyer's or other's property to its
                  original condition, place such property in operational
                  condition or bear the cost of such restoration or replacement.

         B.       The continuity of Buyer's service is of paramount importance
                  and Seller shall at all times exercise the greatest care to
                  prevent damage to Buyer's property and shall not use any
                  materials, equipment or methods which, in the judgment of
                  Buyer, might endanger or interfere with Buyer's service to its
                  customers.

         C.       In the event of damage to "live" equipment caused by, or as a
                  result of Seller's negligent or reckless acts or omissions,
                  except to the extent that the specific act or omission
                  producing damage was expressly directed by Buyer, Seller shall
                  be liable in accordance with the provisions of the Section
                  entitled INDEMNIFICATION.

10.9     Inspection

         When requested by Buyer, Seller agrees to (a) notify Buyer or Buyer's
         agent when Equipment is ready for inspection, (b) give Buyer such
         reasonable opportunity to inspect such Equipment at any time prior to
         the scheduled shipment date, and (c) provide without charge any
         production testing facilities and personnel required to inspect the
         Equipment under the inspection instructions specified. Purchase of any
         Equipment under this Agreement is subject to Buyer's inspection and
         acceptance after delivery. It is mutually agreed that Buyer or Buyer's
         agent may develop inspection instructions which will be made a part of
         this Agreement at a later date by written agreement of the parties.
         Inspection or failure to inspect on any occasion will not affect
         Buyer's rights under warranty or other provisions of this Agreement.

10.10    Installation Services

         Seller agrees to install, at no additional charge to Buyer, all
         Products ordered hereunder, including all necessary cabling, connection
         with Buyer-supplied power, utility and communications services, and in
         all other respects make the Equipment ready for operational use. The
         Equipment will be deemed installed and ready for operational use at the
         conclusion of a successful Acceptance Test performed at the
         Installation Site, which demonstrates that the Equipment meets minimum
         design capabilities. Seller will provide Buyer with written
         documentation of the successful Acceptance Test and certify, by the
         Installation Date, that the Equipment is ready for operational use in
         accordance with Buyer's Order.

         Installation of the Software by Buyer or Seller will consist of a
         version that will perform in accordance with the corresponding
         published performance Specifications and will include a demonstration
         of the Software's features and functions using Seller's standard
         demonstration procedure of the installed Software on Buyer's computer
         system.

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                                    Page 17
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                                                          Agreement No. 99006728


         The purpose of the installation demonstration will be to confirm that
         all Software ordered has been entered into Buyer's program library and
         that such Software functions in accordance with Seller's published
         performance Specifications associated therewith.

         The demonstration will be considered successfully completed when the
         Software output results match the standard set of results provided by
         Seller.

         If Seller installs the Software, Seller will certify in writing to
         Buyer, at the successful completion of the installation demonstration,
         that the Software has been properly installed and performs in
         accordance with Seller's published performance Specifications
         applicable thereto. If Buyer installs same, Seller agrees to provide
         complete installation instructions with the Software and telephone
         consultation during Seller's business hours, on the proper installation
         thereof at no additional charge to Buyer.

10.11    Installation Performance

         Buyer retains the right to determine the installation vendor for
         Products. If Installation of Products purchased hereunder is to be
         performed by Seller, the applicable Order(s) shall so indicate. If
         Seller or Seller's subcontractors are chosen to install the Products,
         Installation shall be performed in accordance with TP76300
         "Southwestern Bell Telephone Installation Guide", dated September 1996
         for SWBT or with "PACIFIC BELL/NEVADA BELL CENTRAL OFFICE EQUIPMENT
         INSTALLATION AND JOB ACCEPTANCE HANDBOOK" dated November 1994 for
         PACIFIC ("Installation Handbook"), or Telcordia Publication
         TR-NWT-001275" CO Environment Installation/Removal Generic
         Requirements" for Affiliate installations and as subsequently amended
         from time to time, which are incorporated herein by this reference. In
         addition, Seller agrees to adhere to Seller's own installation
         standards to the extent such standards do not reduce or detract from
         Buyer's installation requirements or impair or impact the design or
         operation of the Products.

         In order to install Products in SWBT's market areas, Seller must obtain
         prior approval from SWBT's local Vendor Certification Committees. In
         order to install Products in PACIFIC's market areas, Seller must be
         certified by PACIFIC'S Installation Vendor (IVEN) process as a
         qualified installation vendor before starting any Installation
         activity. Seller's intended use of any subcontractor or agent to
         install Products will likewise be subject to prior approval, which
         approval will not be unreasonably withheld.

         Seller agrees to pay certain liquidated damages for failure to (1) meet
         scheduled completion dates, and (2) perform central office equipment
         installation functions as requested by Buyer on the Order and in
         accordance with Buyer's specification.

         The amount of such damages shall be in accordance with the following
         schedule:

         1.   Installation Requirements

         o        Seller shall perform Central Office Equipment Installation
                  functions as requested by Buyer on the Order and in accordance
                  with Buyer's specification. Should Seller's performance or
                  lack thereof result in an out of service condition, the
                  following charges will apply: Out of Service Condition -
                  Seller will forfeit twenty percent (20%) of installation fee.

         o        An out of service condition will require a positive reporting
                  of the incident to the SWBT Area Manager - Maintenance
                  Engineering, PACIFIC Maintenance Engineer, the local


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                         except under written agreement

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                  Network Operations supervisor for SWBT and PACIFIC and Buyer's
                  representative (as described in Buyer's Installation
                  Handbooks).

         2.       Completion Dates

         o        Installation Services shall be completed in accordance with
                  Buyer's schedule(s) and/or mutually negotiated completion
                  schedule(s). Seller will forfeit ten percent (10%) of
                  installation fee for failure to meet scheduled or mutually
                  agreed advance service and/or job completion dates.

         Seller shall not be liable or responsible for liquidated damages for
         any delay caused by (1) Buyer changes, revisions or modifications, or
         special requirements of Buyer not communicated to Seller, (2) Buyer
         changes in scheduled dates, (3) failure of Buyer to provide any item to
         be furnished by Buyer, (4) failure of Buyer to furnish required
         order/engineering information prior to Seller's standard engineering
         interval, or (5) other reasons attributable to Buyer.

         Any liquidated damages for which Seller is liable pursuant to this
         clause shall be credited against the invoice for the affected Order,
         provided, however, that if the relevant invoice has been paid in full,
         the applicable amount for liquidated damages shall be remitted to Buyer
         by check.

10.12    Installation/Cutover Assistance

         If requested by Buyer, Seller agrees to make available at the
         installation site, without charge, a field engineer to render
         installation and cutover assistance as required by Buyer for the
         initial installation/cutover in each of Buyer's operating areas.

10.13    Acceptance

         Buyer reserves the right to accept or reject Products and Services
         after the delivery (including installation or other work, if required)
         of Products at the location designated in the applicable Order and
         after the performance of Services if such Products or Services fail to
         meet the applicable Specifications. If, prior to acceptance by Buyer,
         any of the Products or Services are found to be not in strict
         conformance to this Agreement, including the applicable Order, Buyer
         shall have the right (a) to reject the same and cancel any affected
         Order(s) or, (b) at its option, (1) in the case of Products, require
         that such Products be repaired or replaced promptly at Seller's risk
         and expense (including freight charges) and (2) in the case of
         Services, require the performance or reperformance of such Services.
         Buyer's use of Products for revenue generating purposes shall not
         thereby constitute acceptance. Installation of replacement Equipment
         will be within the time period mutually agreed upon by the parties in
         writing. Buyer may terminate the applicable Order and request the
         removal of the Equipment with no charges or penalties. Acceptance of
         Products by Buyer shall be without prejudice to Buyer's right to revoke
         acceptance pursuant to the Uniform Commercial Code.

         Buyer reserves the right to conduct an Acceptance Test of the Products
         and Services during the Acceptance Period starting the day after Seller
         certifies in writing that the Equipment is ready for Acceptance
         Testing, if Seller installs the Equipment, or the day following
         completion of installation by Buyer; provided, however, Acceptance
         Testing will not begin until Buyer personnel have been trained by OEM
         to operate the Equipment. In such excepted case, Acceptance Testing
         will begin the business day following completion of the required
         training. Testing will be performed to determine whether:


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                                                          Agreement No. 99006728


         associated necessary training required ensuring that technicians
         perform quality installations. Seller therefore, agrees, to provide
         training on the installation of all Equipment purchased hereunder to
         Buyer or any other party reasonably designated by Buyer. Such
         installation training shall include, but not be limited to:


         1.       Any unique requirements for transporting or handling of the
                  Equipment.

         2.       The proper order in which the different elements that comprise
                  the system must be installed and the location of each element.

         3.       The methods for routing cable and fiber within the system and
                  up to the cable rack provided by Buyer.

         4.       The methods for terminating connectors that are unique to the
                  system.

         5.       Proper routing and terminating of power cable and connectors.

         6.       Proper routing and termination of ground cable and connectors.

         7.       Any unique features in the design of the system that if not
                  properly installed may adversely affect the operation of the
                  intelligent network element.

         8.       The order and proper methods for applying power to the system
                  when it is initially powered up so it does not interfere with
                  the operation of any network element already in service. Other
                  installation requirements are specified in Buyer's
                  "Installation Handbook".

10.15    Relocation

         Upon thirty (30) days' prior written notice from Buyer, Seller agrees
         to prepare for relocation and reinstall Equipment purchased hereunder
         at any other site at Buyer's expense. The charge will be at no more
         than Seller's maintenance rates set forth herein.


11.0     REPAIR AND MAINTENANCE

11.1     Notice of Delays & Liquidated Damages

         A.       Whenever any actual or potential cause delays or threatens to
                  delay Seller's performance with respect to delivery, including
                  the availability of promised features or functionality, in
                  addition to all other Seller obligations and Buyer remedies,
                  Seller shall immediately and regularly thereafter, but no less
                  often than twice-a-month, so notify Buyer in writing. Such
                  notice shall include all relevant information concerning the
                  actual or potential cause of the delay and its background.
                  During the period such actual or potential cause exists,
                  Seller shall keep Buyer advised of its effect on Seller's
                  performance and of the measures being taken to remove it. For
                  purposes of this section, promised feature or functions shall
                  include Seller's Product Specifications for a promised feature
                  or function and Seller's written commitments to Buyer for
                  delivery of a promised feature or function.

        B.        Seller shall be given twenty (20) business days from the
                  occurrence of such failure to cure its breach and/or work with
                  Buyer to develop a plan, which will minimize Buyer's
                  liability. Although Buyer shall have the final authority to
                  approve any such plan, Buyer shall not unreasonably delay or
                  withhold approval of any technically viable plan that provides
                  a reasonable remedy for Seller's failure to meet the agreed
                  upon delivery or completion date as specified above.

                  Seller shall pay to Buyer in total satisfaction of this
                  provision as liquidated damages and not as a penalty the
                  lesser of either (i) an amount equal to one percent (1%) of
                  the price of the Products per day for such delayed Products,
                  or (ii) one thousand dollars ($1,000), for each day of delay
                  occurring after the end of the twenty day cure period set
                  forth in the preceding paragraph until the actual Delivery
                  Date. Liquidated damages under this section shall in no event
                  exceed 100% of the dollar volume of the portion of the Order
                  and regularly thereafter, but no less than twice-a-month, so
                  notify Buyer in writing. Such notice shall include all
                  relevant information concerning the actual or potential cause
                  of the delay and its background. During the period such actual
                  or potential cause


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                         except under written agreement

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                  exists, Seller shall keep Buyer advised of its effect on
                  Seller's performance and of the measures being taken to remove
                  it. For purposes of this section, promised feature or
                  functions shall include Seller's Product Specifications for a
                  promised feature or function and Seller's written commitments
                  to Buyer for delivery of a promised feature or function.

         B.       Seller shall be given twenty (20) business days from the
                  occurrence of such failure to cure its breach and/or work with
                  Buyer to develop a plan, which will minimize Buyer's
                  liability. Although Buyer shall have the final authority to
                  approve any such plan, Buyer shall not unreasonably delay or
                  withhold approval of any technically viable plan that provides
                  a reasonable remedy for Seller's failure to meet the agreed
                  upon delivery or completion date as specified above.

                  Seller shall pay to Buyer in total satisfaction of this
                  provision as liquidated damages and not as a penalty the
                  lesser of either (i) an amount equal to one percent (1%) of
                  the price of the Products per day for such delayed Products,
                  or (ii) one thousand dollars ($1,000), for each day of delay
                  occurring after the end of the twenty day cure period set
                  forth in the preceding paragraph until the actual Delivery
                  Date. Liquidated damages under this section shall in no event
                  exceed 100% of the dollar volume of the portion of the Order
                  which is delayed, or which cannot be deployed because of the
                  delayed delivery of other parts of the Order. Such amount
                  shall be paid, at Buyer's election, in the form of either cash
                  (net 30 days after notice), credit, or a Product credit on a
                  going-forward basis.

                  This liquidated damage amount shall not apply where the
                  lateness was caused by failure of a vendor to fulfill a
                  contractual obligation to Seller where such failure was beyond
                  the vendor's reasonable control, such as by Force Majeure, as
                  defined in this Agreement. Buyer shall give Seller the
                  flexibility to ship partial order quantities if deployment is
                  reasonably feasible consistent with Buyer's deployment plans
                  and personnel availability, in order to minimize liquidated
                  damages. In addition to the foregoing, Seller shall diligently
                  use proactive efforts to remedy the shortfall. Such efforts
                  include, at no additional charge to Buyer, the following: a)
                  an automatic and immediate allocation of resources to meet the
                  failed commitment (or anticipated shortfall); b) the provision
                  of hotlot or expedite status for material which is in short
                  supply; c) expedited shipment; and, d) the waiving of
                  lead-time requirements for further orders as necessary to meet
                  the commitment.

                  In the event that Seller does not deliver Products including
                  delivery of promised features, to Buyer or complete
                  performance of Services on or before such extended Delivery
                  Date (which shall, unless the parties agree to a shorter
                  period, be at least thirty (30) business days after the
                  originally scheduled Delivery Date), Buyer may (1) cancel such
                  Order or (2) extend the Delivery Date and hereby reserves its
                  rights as stated above. No payments, progress or otherwise,
                  made by Buyer to Seller after the scheduled Delivery Date
                  shall constitute a waiver of liquidated damages, and receipt
                  of liquidated damages shall be in lieu of consequential and
                  incidental damages resulting from Seller's breach.

11.2     Limitation of Liability

         The following section supersedes the General Agreement No. 98005906,
         section entitled "Limitation of Liability", page 12:

         Except for either party's obligation under section entitled
         INFRINGEMENT INDEMNITY and INDEMNIFICATION, and except as Seller may be
         liable for liquidated damages under the


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                                                          Agreement No. 99006728


         section entitled NOTICE OF DELAYS AND LIQUIDATED DAMAGES, NEITHER PARTY
         SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL OR INDIRECT
         DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR OF DATA),
         EVEN IF THE PARTIES WERE FULLY APPRISED OF THE FORSEEABILITY OF SUCH
         DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, UNDER OR
         ARISING OUT OF THIS AGREEMENT.




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13.0     OTHER

13.1     Patents

         No licenses, express or implied, under any patents are granted by Buyer
         to Seller under this Agreement.

13.2     Copyrights

         Seller agrees that all rights, title and interest in and to all
         original works of authorship which Seller produces or composes in
         connection with the Services shall be considered works made for hire
         and shall belong to the Buyer, including all copyrights thereon, and
         the rights to obtain registrations of copyrights thereon throughout the
         world. In the event that such works contemplated hereunder as works
         made for hire shall not be considered works made for hire, Seller
         hereby assigns such Works and all rights, title and interest in them to
         Buyer.

13.3     Headings

         The article, section and paragraph headings contained in this Agreement
         are for reference purposes only and shall not affect in any way the
         meaning or interpretation of this Agreement.


                            Proprietary Information
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                                                          Agreement No. 99006728


IN WITNESS WHEREOF, the foregoing Agreement has been executed by authorized
representatives of the parties hereto, in duplicate, as of the dates set forth
below.

Seller Accepted:

World Wide Technology, Inc.
("Seller")

By:
   -----------------------------------------

Typed Name:
           ---------------------------------

Title:
      --------------------------------------

Date:
     ---------------------------------------

Buyer Accepted:

SBC Operations, Inc.
("Buyer")


By:  /s/ Steve Welch
   -----------------------------------------


Typed Name:  Steve Welch

Title:  President, SBC Corporate and Administrative Services

Date:                   6/29/99
      ---------------------------------------


                            Proprietary Information
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