<PAGE>   1
                                                                     EX. 10.13

CONTRACT # 99006326

SBC OPERATIONS, INC. (BUYER)

&

WORLD WIDE TECHNOLOGY, INC. (SELLER)

INDEX                                                         PAGE
                                                              ----
1.   ACCESS                                                     2
2.   CHANGES TO MATERIAL-PLUG-INS                               2
3.   FREIGHT CLASSIFICATION                                     2
4.   INVOICING AND PAYMENTS FOR PLUG-INS                        2
5.   MARKING-PLUG-INS                                           4
6.   MONTHLY ORDER AND SHIPMENT REPORTS                         4
7.   NOTICES                                                    5
8.   OPTION TO EXTEND                                           5
9.   *                                                          5
10.  REPAIRS NOT COVERED UNDER WARRANTY                         5
11.  SCOPE OF AGREEMENT                                         7
12.  SHIPPING AND PACKING-PLUG-INS                              7
13.  TERMS OF AGREEMENT                                         8
14.  *

[*Confidential treatment requested]






        *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


                                                             Contract # 99006326
                              TERMS AND CONDITIONS


SBC OPERATIONS, INC.                           (BUYER)
175 E. Houston
San Antonio, Texas 78205

And

WORLD WIDE TECHNOLOGY, INC.                    (SELLER)

127 Weldon Parkway
St. Louis, Missouri  63043-3101


PREAMBLE

This Contract is effective upon the date of execution by the last party, is
between SBC Operations, Inc. (Buyer) a Delaware corporation, for itself and its
affiliated companies (hereinafter Buyer) and World Wide Technology, Inc.
(Seller) a Missouri corporation. This Contract # 99006326 incorporates all the
terms and conditions in our General Agreement # 98005906 between the parties
unless specifically otherwise provided herein. In the event that the terms and
conditions differ, this Contract # 99006326 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. (WWT) or Fujitsu, its
Original Equipment Manufacturer (OEM) supplier, as applicable. Buyer and Seller
agree that World Wide Technology, Inc. (Seller) will be the single point of
contact in resolving all contractual issues between Buyer and Seller and/or
Fujitsu, its OEM supplier, so long as it is technically and legally feasible.

                                       1

                             Proprietary Information

The information contained herein is not for use or disclosure outside of SBC
Operations, Inc., Southwestern Bell Telephone Company, Pacific Bell or their
affiliated and subsidiary companies except under written agreement by the
contracting company.
<PAGE>   3


                              TERMS AND CONDITIONS

                                     ACCESS

Each party shall, at no charge, permit the other reasonable access to its
premises in connection with the performance of this Contract. Each party shall
coordinate with the other party prior to visiting such premises.

                          CHANGES TO MATERIAL-PLUG-INS

In addition to other obligations under this Contract, Seller agrees to notify
Buyer, at least thirty (30) days in advance, except for those cases where an
extremely unsatisfactory condition requires immediate action, of any change to
be made in the MATERIAL subject to the provisions of this Contract that would
impact either reliability or the form, fit or function of the MATERIAL.

Seller shall furnish a Product Change Notice (PCN) for all changes to MATERIAL
provided hereunder in accordance with Generic Requirements GR-209-CORE,
incorporated herein by this reference, and as may be amended at any time and
from time to time, and any successor documents. The final classification of any
PCN proposed by Seller will be as mutually agreed between Buyer and Seller. Such
PCNs shall be e-mailed to:

PCN Administrator
2200 N. Greenville Ave., Rm. 3E
Richardson, Texas  75082-4412
Tel # (972) 454-6313
e-mail:  pcn@sbe.com

For PCNs classified as "A" or "AC", Seller agrees to promptly modify or
replace, at no charge to Buyer or Buyer's Independent Contract (WWT), all
MATERIAL affected by the changes specified in the PCN, and all relevant
documentation in accordance with GR-209-CORE. Buyer's Independent
Contract or (WWT) shall include the latest Human Equipment Catalog Item (HECI)
plug-ins in the kits specified in [*Confidential treatment requested] for all
class A and AC changes. In an effort to achieve resolution of widespread or
multiple defects, Seller may have to visit numerous field locations to modify
or replace defective units of MATERIAL. Buyer will escort and may assist the
Seller in resolving quality defects, as well as, to correct a variety of
associated inventory records. Buyer may at its option, submit an invoice or
take a credit against amounts owed to recover all expenses incurred by Buyer in
correcting Seller's quality defects. Seller will be liable for all costs
associated with resolving Seller's quality defects.

For changes classified as "B" or "D", Seller agrees to notify Buyer of the exact
nature thereof and discuss with Buyer, details regarding the proposed
implementation procedure as outlined in GR-209-CORE for affected MATERIAL which
is being or will be manufactured. Buyer will determine at it's option, if
MATERIAL previously shipped will be modified or replaced. Should such
modification or replacement be deemed necessary, Seller will arrange therefore
at prices and schedules to be mutually agreed upon between Buyer and Seller
prior to implementation. Relevant documentation for such affected MATERIAL will
be provided by Seller at no charge.

Any revisions, amendments, or successors to GR-209-CORE will become effective
and thereafter applicable under this Contract thirty (30) days after such
revision is released by the Buyer except for those particular revisions to which
Seller specifically objects within twenty-one (21) days of receipt, providing
therewith an explanation of each such objection. Upon each such objection, Buyer
and Seller will attempt to negotiate a resolution to any such objections.
Notwithstanding the foregoing, any revision made to address situations
potentially harmful to the SBC network, the Premises, to address Premise
security issues, to comply with statutory and/or regulatory requirements, or to
the SBC Emergency Operating Procedures will become effective and applicable
immediately notwithstanding any objection by Seller. In the event that Buyer and
Seller fail to reach agreement on any PCN proposed by Seller, in addition to all
other rights under this Contract, Buyer will have the right without penalty to
terminate this Contract and any or all Orders for MATERIAL affected by such
PCN(s) that may have been issued by Buyer.

                             FREIGHT CLASSIFICATION

Material purchased under this Contract shall be classified as National Motor
Freight Classification (NMFC) item 63240 Class 85.

                        INVOICING & PAYMENT FOR PLUG-INS

Seller agrees to invoice Buyer within five (5) business days from date of
shipment to Buyer. Taxes, if applicable, should be in accordance with the local,
city, and state jurisdictions.

                                       2

<PAGE>   4


PURCHASE ORDERS

a)     Seller shall provide invoices to SOUTHWESTERN BELL, electronically via
       Electronic Data Interchange (EDI) on a weekly basis, or as requested by
       Buyer's billing contacts listed below. Seller agrees to preclude taxes
       from shipments to the Material Distribution Center (MDC) located in
       Lancaster, Texas. Seller shall include invoices to Southwestern Bell
       details for: 1) invoice #; 2) invoice date; 3) Ship date; 4) Purchase
       Order (PO) #; 5) seven (7) digit HECI code; 6) quantity; 7) unit price;
       8) total amount owed; 9) taxes, if applicable, based on destination other
       than MDC in Lancaster, TX; 10) transportation charges; 11) applicable
       discounts.

REPAIR SERVICE ORDERS

a)    Seller shall provide invoices to SOUTHWESTERN BELL, electronically via EDI
      on a weekly basis, or as requested by Buyer's billing contacts listed
      below. Seller shall include in invoices to Southwestern Bell details for:
      1) invoice #; 2) invoice date; 3) Ship date; 4) Repair Service Order (RSO)
      #; 5) seven (7) digit HECI code; 6) quantity; 7) unit price; 8) detailed
      breakdown of charges, repair, modification, test, no trouble found (NTF)
      etc.; 9) total amount owed; 10) transportation charges; 11) taxes, if
      applicable; 12) applicable discounts.

PURCHASE/REPAIR ORDERS

b)    Seller shall provide invoices to PACIFIC BELL via monthly summary
      invoicing, in the format requested by Pacific Bell. Seller shall include
      in all monthly summary invoices to Pacific Bell details for: 1) order
      date; 2) ship date; 3) shipping notice #; 4) seven (7) digit HECI code; 5)
      quantity; 6) description of services; 7) unit price; 8) unit serial #; 9)
      warranty information; 10) tax information, if applicable; 11)
      transportation charges; 12) total amount owed; 13) applicable discounts.

c)   Seller shall provide invoices to Buyer's Independent Contractor or
     Contractors in the format requested by said Contractor, and shall at a
     minimum include all the information requested by Buyer as listed above by
     region (Southwestern Bell or Pacific Bell). Buyer agrees to pay for
     Material/Services net thirty (30) days from Seller's invoice date or
     Buyer's receipt of Material/Services, whichever is later. Seller shall
     include transportation method on invoices. Seller shall acknowledge receipt
     of Buyer's or Buyer's Independent Contractors Order within forty-eight (48)
     hours of receipt and will advise Buyer and or Buyer's Independent
     Contractor as to whether or not Seller will meet the delivery interval
     specified on the order, delineating any shortages by HECI, quantity,
     shortage reason, and expected ship date for the specified shortages. Buyer
     may order plug-ins with a notation of "Do Not Sub"...and Seller agrees to
     ship the plug-ins as listed on the Orders. However, if Buyer does not
     include "Do Not Sub" on the Orders ...then Seller may use substitutions of
     a higher series plug only and not a lower series plug. Seller to obtain new
     Common Language Equipment Identifier (CLEI) codes from Telcordia (formerly
     Bellcore) and the ordering of function code chaining in the Trunks
     Integrated Record Keeping System (TIRKS) through Telcordia as stipulated in
     GR-2977-CORE, prior to requesting Buyer's authorization for the shipment of
     any changed, modified, and or potential plug-in substitutions. Seller shall
     ship and invoice using the most current HECI codes on all Class A and AC
     changes. Seller agrees to notify Buyer or Buyer's Independent Contractor of
     any such substitutions prior to shipment to Buyer or Buyer's Independent
     Contractor. All other invoices shall be handled as stated on the Orders.

     Southwestern Bell                            Pacific Bell
     Manager-Inventory Management/PICS LPO        Engineer Support Services/Pace
     One Bell Plaza, floor 20                     2829 Watt Ave., Rm. 250B
     Dallas, Texas  75202                         Sacramento, California  95851
     (214) 464-5298                               (916) 972-4512

d)    Buyer shall pay Seller within thirty (30) days of the date of Material
      installation/acceptance of Material, or Seller's invoice date, whichever
      is later. However, payment for shortages, non-conforming Material or
      Services, and portions of any invoice in dispute, may be withheld by Buyer
      until such problem has been resolved. INVOICES RECEIVED BY BUYER MORE THAN
      ONE (1) YEAR AFTER THE DELIVERY OF PRODUCTS OR PERFORMANCE OF SERVICES ARE
      UNTIMELY AND BUYER SHALL HAVE NO OBLIGATION TO PAY SUCH INVOICES.

                                       3

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e)    Invoices for or including freight charges shall be accompanied by legible
      copies of prepaid freight bills, express receipts or bills of lading
      supporting the invoice amounts. Such invoices shall include (1) carrier's
      name, (2) date of shipment, (3) number of pieces, (4) weight and (5)
      freight classification.

f)    If Buyer disputes any invoice rendered or amount paid, Buyer shall so
      notify Seller and the parties shall use their best efforts to resolve such
      dispute expeditiously.

All claims for moneys due or to become due from Buyer will be subject to
deduction by Buyer for any setoff or counterclaim for moneys due or become due
from Seller, whether under this Contract or otherwise. Any amount due Buyer that
is not so applied against Seller's invoices for any reason shall be paid to
Buyer by Seller within thirty (30) days after demand by Buyer.

                                MARKING-PLUG-INS

a)    Unless otherwise agreed by the parties, all Material shall be marked for
      identification purposes in a conspicuous or readily accessible location at
      no additional charge including, but not limited to, the following: (1)
      Seller's model/serial number/issue number; (2) Month and year of
      manufacturing; (3) Warranty expiration date; (4) Bar-coding in accordance
      with the Telecommunications Industry Forum (TCIF) standards, which
      includes the Equipment Category Item (ECI) number, and (5) for plug-in
      equipment; also in accordance with the current requirements outlined in
      the GR documents listed below.

b)    Containers of Material shall be marked for identification with: (1)
      Product Identification Number ("PID"); (2) CLEI; (3) Continuing Property
      Record (CPR) Numbers; (4) Buyer's Order Number; (5) Product Description;
      (6) Order Item Number, if applicable; and (7) Bar-coding in accordance
      with the TCIF standards. Bar-coding will include the equipment Category
      Item (ECI) number.

c)    All packing slips shall identify the PID number, Product Description,
      Order Number, Order quantity. Seller agrees to add any other
      identification requested by Buyer at charges to be agreed upon by Buyer
      and Seller. Seller shall mark all hazardous Material as such in a
      permanent and visible manner by stating "HAZARDOUS MATERIAL CONTAINED
      WITHIN" and identifying the specific hazardous material.

d)    For central office plug-ins, hardwired equipment, tools and test sets,
      obtain at Seller's expense applicable ECI, CPR, CLEI
      information/requirements from Telcordia in accordance with GR-209; GR-383,
      GR-485; and GR-2977 and provide such information and or requirements to
      Buyer on the Order Acknowledgment and or as stipulated in the GR
      documents. Any revisions, amendments, or successors to the GR documents
      listed above will become effective and thereafter applicable under this
      Contract thirty (30) days after such revision is released by the Buyer to
      Seller. Buyer and Seller will attempt to negotiate a resolution to any
      objections of said revisions by Seller.

e)    For Network Channel Terminating Equipment (NCTE) obtain at Seller's
      expense applicable ECI, CPR, CLEI information/ requirements from Telcordia
      in accordance with GR-209; GR-383, GR-485; and GR-2977 and provide such
      information and or requirements to Buyer on the Order Acknowledgment and
      or as stipulated in the GR-documents listed above. Any revisions,
      amendments, or successors to the GR documents listed above will become
      effective and thereafter applicable under this Contract thirty (30) days
      after such revision is released by the Buyer to Seller. In addition,
      Seller shall place on the container as well as on the plug-in unit a
      permanent and visible "NCTE" label identifying the unit as such.

                   MONTHLY ORDER AND SHIPMENT REPORTS-PLUG-INS

During the term hereof, Seller agrees to render monthly Order and shipment
reports. The report shall be in a form that indicates the total dollars paid to
Seller by Buyer for the applicable month, listed by seven-(7) digit CLEI, sorted
by purchases and repairs. In addition. Seller shall prepare a separate report
listing the "No Trouble Found" (NTF) data sorted by seven (7) digit CLEI. And,
any additional information so required by Buyer. These reports shall be provided
on or before the fifteenth (15th) working day of the succeeding month, and shall
be mailed to Buyer at the address specified in the clause entitled "Notices" in
our General Agreement #98005906.

                                       4

<PAGE>   6



                                     NOTICES

Except as otherwise provided in this Agreement, or applicable Order, all notices
or other communications hereunder shall be deemed to have been duly given when
made in writing and either 1) delivered in person, 2) delivered to an agent,
such as an overnight or similar delivery service, or 3) deposited in the United
States Mail, postage prepaid, or 4) facsimile transmission, and addressed as
follows:

To:      (World Wide Technology, Inc.)
         (127 Weldon Parkway)
         (St. Louis, Missouri  63043-3101)
         (Attn.:  Mark Catalano

To:      (SBC Operations, Inc.)
         (530 McCulllough rm. 2-M-02)
         (San Antonio, Texas  78215)
         (Attn.:  Contract Manager-Plug-ins

To:      (AFFILIATE NAME)
         (AFFILIATE STREET ADDRESS)
         (AFFILIATE CITY, STATE, ZIP)
         ATTN.: ______________

The address to which notices or communications may be given by either party may
be changed by written notice given by such party to the other pursuant to this
paragraph entitled "Notices".

                                OPTION TO EXTEND

Buyer will have the right to extend the period specified in the clause herein
entitled "Terms of Agreement" for two (2) years by giving Seller at least thirty
(30) days' prior written notice. Within ten (10) days of the date of Buyer's
notice to extend the period, Seller will notify Buyer in writing whether Seller
proposes to revise its prices under this Agreement. If it does and the parties
fail to agree on the revised prices within twenty (20) days after the date of
Seller's notice to Buyer, then Buyer's notice to extend will be considered
withdrawn and prices for outstanding Orders will not be revised.







*Confidential treatment will be requested






                       REPAIRS NOT COVERED UNDER WARRANTY

[*Confidential treatment will be requested] Seller shall make available to Buyer
a repair and return option and an exchange option which shall apply to any
Material with respect to which the applicable warranty period has expired. The
availability of the options described in this section shall not be construed as
altering or affecting responsibility for risk of loss of or damage to the
Material, as provided elsewhere in this Contract.

                                       5


<PAGE>   7


     a.   Under these options, if Buyer elects to have any Material repaired or
          exchanged, Buyer may return such Material to Seller at a location
          designated by Seller. If Buyer elects the repair and return option,
          Seller shall repair such Material and place it in good operating
          condition for Seller's then current price for such repair service plus
          freight charges and any applicable taxes. If Buyer elects the exchange
          option, Seller shall promptly replace such Material with a comparable,
          factory-tested, refurbished Material, if available, which shall meet
          current Material Specifications. Such replacement shall be at Seller's
          standard charges for the replacement Material, plus freight charges
          and any applicable taxes.

     b.   If any Material returned to Seller for repair and return as provided
          in this paragraph a. is determined to be beyond repair, or if repair
          costs are expected to exceed the cost of replacement, Seller shall so
          notify Buyer. If requested by Buyer, Seller shall replace said
          Material pursuant to the exchange option and, if so requested by
          Buyer, shall return such unit to Buyer and designate as "beyond
          economic repair". All plug-in equipment repaired, modified, and or
          exchanged by Seller will meet or exceed mutually agreed upon
          non-billable PCN's, Customer Change Notices (CCN's), and General
          Engineering Complaints (GEC's) and any other mutually agreed upon
          technical standards applicable to repaired, exchanged, or modified
          plug-in equipment. Any reportable changes to hardware, software, and
          or firmware in accordance with GR-209-CORE will require Seller to
          obtain new CLEI codes from Telcordia and the ordering of the function
          code chaining in TIRKS through Telcordia as stipulated in
          GR-2977-CORE, prior to requesting Buyer's authorization for the
          shipment of any changed, modified, and or potential plug-in
          substitutions.

2.   Repair and Refurbished Material

     a.   Repair of Material hereunder shall include, but shall not be limited
          to, remedial maintenance necessary to return defective Material to an
          operational condition that is suitable for reuse by Buyer and is in
          accordance with the Specifications for such Material. In addition,
          repair may include retrofitting and engineering changes and updates,
          provided such changes and/or updates have been approved by Buyer.

     b.   Refurbished Material hereunder shall include, but shall not be limited
          to, used Material that is in "like-new" operational and appearance
          condition so that it is suitable for reuse by Buyer.

3.   Performance of Work

     a.   Except as otherwise provided in this Contract, the schedule for
          performance of services, applicable to each Order under this section
          shall be agreed upon by Seller and Buyer and shall be set forth in
          each such Order; however, in no event shall the Service interval
          exceed seven (7) days after such receipt.

          1)   In the event that Seller exceeds the maximum repair interval,
               Buyer shall have the right, without liability, to (i) cancel such
               Order or (ii) extend such scheduled service date specified in the
               Order, subject, however, to the right to cancel if Service is not
               made or performance is not completed by such extended date.

          2)   If an Order is canceled pursuant to the preceding sentence,
               Seller shall return the Material(s) received from Buyer under
               such Order. Seller shall reimburse Buyer the costs of shipping
               the Material(s) to Seller and the amounts, if any, previously
               paid by Buyer for Service not received or performed.

     b.   Seller shall furnish all labor, services, tools, Material, parts,
          accessories, instruments and equipment required to perform services
          under this section.

     c.   Seller shall provide a written notice to Buyer with the name(s) and
          telephone number(s) of the individual(s) to be contacted concerning
          any questions that may arise regarding services under this section. If
          required, Seller shall specify any special packing of Material which
          might be necessary to provide adequate in-transit protection from
          transportation damage.

     d.   Material repaired by Seller shall have the service completion date
          stenciled or otherwise identified in a permanent manner at a readily
          visible location on the Material.

          1)   In addition, Seller agrees to add any other identification which
               might be requested by Buyer. Charges, if any, for such additional
               identification marking shall be agreed upon by Seller and Buyer.

                                       6

<PAGE>   8


     e.   Unless otherwise provided in this Contract, there shall be no
          additional charge for replacement parts. Only new standard parts or
          parts of quality equal to the original parts shall be used in
          refurbished Material or in effecting repairs. Parts, which have been
          replaced, shall become Seller's property. If a part has been replaced,
          by definition it has been removed; provided, however, that replaced
          parts shall, upon request by Buyer be available for inspection by
          Buyer. Parts, which are installed in Material as a part of the repair
          process, shall become the property of Buyer.

     f.   If a Material returned to Seller for repair is determined to be beyond
          repair, Seller shall return such material to Buyer and designate as
          "beyond economic repair".

4.   Risk of Loss

Except as otherwise provided in this Contract, after receipt of Material from
Buyer, Seller shall assume the risk of loss of or damage to such Material until
the Material is returned to and accepted by Buyer. Buyer shall notify Seller
promptly of any claim and shall cooperate with Seller in every reasonable way to
facilitate the settlement of any such claim.










                    *Confidential treatment will be requested










                           SCOPE OF AGREEMENT-PLUG-INS

Subject to the terms and condition of this Contract, Seller shall provide to
Buyer such Material and Services [*Confidential treatment will be requested] as
ordered by Buyer, and such other Material and Services as the parties may agree
to include hereunder, during the term of this Contract.

Seller agrees that Buyer or Buyer's Independent Contractor, may place orders for
Material and or Services directly with Seller and Seller agrees to extend
Buyer's pricing and warranties to Buyer's Independent Contractor with respect to
Services or Material provided on behalf of or for Buyer. Seller further agrees
that in no event will Buyer be responsible or liable for any promise, act, or
omission of Buyer's Independent Contractor.

                          SHIPPING AND PACKING PLUG-INS

1.   Seller shall ship Material Free on Board (F.O.B.) origin; freight prepaid
     and added as a separate item on the invoice.

     (a)  Unless otherwise instructed by Buyer, Seller shall ship Material to
          Buyer based on the lowest published price by reliable common carrier
          (rail, truck or freight forwarder), in order to meet Buyer's specified
          delivery date. Buyer has the right to designate in the Order the
          common carrier Seller shall use. If more cost effective transportation
          can be arranged, Seller shall notify Buyer and, if Buyer agrees,
          Seller shall ship at the agreed upon price by that agreed upon
          carrier. If that carrier's price exceeds the agreed upon price, or if
          Seller chooses not to use Buyer's designated common carrier, Buyer
          shall have the right to: (1) Deduct from Seller's invoice, or (2)
          Invoice Seller for freight charges, if any, in excess of those which
          would have been charged by the common carrier specified by Buyer.
          Further, Buyer has the right to designate routing, whether or not
          Buyer designates a common carrier. (3) Seller will incur a ten (10)%
          penalty for late deliveries exceeding twenty (20) business days of the
          promise date but less than forty (40) days; and a twenty (20)% penalty
          for late deliveries exceeding forty (40) business days.

                                       7


<PAGE>   9


2.   Seller's bill of lading shall include Buyer's Purchase Order Number and
     Buyer's billing address designated for use by the common carrier; and
     Seller shall require the common carrier to include Buyer's Purchase Order
     number and Buyer's designated billing address on the common carrier's
     freight bill.

3.   Seller shall coordinate pick up and or deliveries to Buyer's locations as
     follows:

     Hayward, CA 7:30 a.m. to 3:00 p.m. (weekdays only) Lancaster, TX 8:00 a.m.
     to 12:30 p.m. (weekdays only) Other locations...as mutually agreed between
     Buyer or Buyer's Independent Contractor at such locations and Seller.

4.   Seller shall ship and package all purchased, repaired, exchanged, or
     modified plug-ins in accordance with GR-1421 incorporated herein by this
     reference. Seller shall wrap or bag individual plug-ins in anti-static
     material, place in "ship ready" electro static discharge (ESD) container
     that meet or exceed Telcordia's requirements outlined in the GR document
     listed herein. Any revisions, amendments, or successors to GR-1421 will
     become effective and thereafter applicable under this Contract, thirty (30)
     days after such revision is released by the Buyer to Seller. Buyer and
     Seller will attempt to negotiate a resolution to any objections of said
     revisions by Seller. For shipments to Buyer's MDC in Lancaster, Texas,
     Seller agrees to ship Material on pallets 42" by 42". Seller further agrees
     to stack Material on such pallets no higher than 48". Seller agrees to
     secure Packing Slip on top of pallet (one per pallet); listing 7 (seven)
     digit HECI, quantity ordered, quantity shipped, Purchase Order # and
     bar-coded in accordance with GR-383 and GR-485. In addition, Seller agrees
     to layer such pallets with "like HECI's" in an effort to minimize claims
     and reduce receiving errors. Seller further agrees to limit containers to
     "like HECI's" only.

                               TERMS OF AGREEMENT

This Contract is effective as of the signature date, and, unless terminated or
canceled as provided in our General Agreement #98005906, shall remain in effect
through March 31, 2001. Either Seller or Buyer may terminate this Contract upon
thirty (30) days prior written notice to the other setting forth the effective
date of such Termination. The Termination, Cancellation or expiration of this
Contract shall not affect the obligations of either party to the other party
pursuant to any Order previously executed hereunder, and the terms and
conditions of this Contract shall continue to apply to such Order as if this
Contract had not been terminated or canceled.

















                   *Confidential treatment will be requested

















                                       8

<PAGE>   10


IN WITNESS WHEREOF, Seller and Buyer have executed the Amendment in duplicate
counterparts, each of which will be deemed to be an original document as of the
signature dates below.

WORLD WIDE TECHNOLOGY, INC.                    SOUTHWESTERN BELL OPERATIONS INC.
          (SELLER)                                        (BUYER)
By: /s/ Mark Catalano                          By: /s/ Steve Welch
   --------------------------------------         ------------------------------
Name:  Mark J. Catalano                        Name:  Steve Welch
     ------------------------------------           ----------------------------
Title: Director                                Title:  President
      -----------------------------------            ---------------------------
Date:  9-9-1999                                Date: 8/27/99
     ------------------------------------           ----------------------------


                                       9

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*Confidential treatment will be requested.
















































































                             Proprietary Information

                                                                   As of 1/11/99
                                                 Please discard previous edition


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*Confidential treatment will be requested.
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*Confidential treatment will be requested.
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*Confidential treatment will be requested.
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*Confidential treatment will be requested.
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*Confidential treatment will be requested.
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*Confidential treatment will be requested.
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*Confidential treatment will be requested.
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                   *Confidential treatment will be requested