<PAGE>
                                                               EXHIBIT NO. 4.b.1

                                                          AGREEMENT NO. 02026409



          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.

                    INFORMATION TECHNOLOGY SERVICES AGREEMENT

         This Information Technology Services Agreement (this "AGREEMENT") is
entered into effective January 9, 2003 (the "EFFECTIVE DATE") by and between SBC
Services, Inc., a Delaware corporation having a principal place of business in
San Antonio, Texas ("SBC" or "CLIENT"), and Amdocs, Inc., a Delaware corporation
having a principal place of business in St. Louis, Missouri ("AMDOCS", "VENDOR"
or "SUPPLIER").

         WHEREAS, SBC and Amdocs have engaged in extensive negotiations,
discussions and due diligence that have culminated in the formation of the
contractual relationship described in this Agreement;

         WHEREAS, SBC desires to procure from Amdocs, and Amdocs desires to
provide to SBC, the systems modernization and integration, engineering support
and information technology products and services described in this Agreement, on
the terms and conditions specified herein;

         NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, and of other good and valid consideration, the receipt and
sufficiency of which is hereby acknowledged, SBC and Amdocs (collectively, the
"Parties" and each, a "Party") hereby agree as follows:

1.       BACKGROUND AND OBJECTIVES.

1.1      INFORMATION TECHNOLOGY SERVICES.

         SBC has described its requirements for the Services in various requests
         for information and other communications with Amdocs. In response
         thereto, Amdocs has delivered to SBC various documents and other
         communications (collectively, the "RESPONSES") all as described in
         SCHEDULE U, in which Amdocs represented, among other things, that it
         could assume responsibility for certain information technology services
         and software modernization and licensing for SBC and consolidate and
         migrate SBC's existing systems across its organization to Amdocs'
         newest generation of directory publishing software, in satisfaction of
         SBC's Requests. Accordingly, in reliance upon the Responses and in
         further purposes for which the Responses were solicited, SBC hereby
         engages Amdocs to perform all of the obligations imposed on it by SBC,
         including the Services

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                          except by written agreement.

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                                                           Agreement No.02026409

         (as hereinafter defined), pursuant to this Agreement, and Amdocs hereby
         accepts such engagement and agrees to perform its obligations in
         accordance with this Agreement. Without limiting the generality of the
         foregoing, pursuant to this Agreement, SBC is outsourcing to Amdocs its
         information technology support for and on behalf of the Eligible
         Recipients (as defined herein) (including SBC SMART Yellow Pages and
         SBC SNET Yellow Pages) and modernizing certain systems across the
         Eligible Recipients organizations and companies.

1.2      GOALS AND OBJECTIVES.

         The Parties acknowledge and agree that the Services, including the
         delivery of the Amdocs Software Package, are intended to help SBC
         achieve the following goals and objectives:

         (1)      Reduce [**];

         (2)      Increase revenue [**];

         (3)      Increase customer satisfaction and customer loyalty;

         (4)      [**] SBC's business processes;

         (5)      [**] SBC;

         (6)      [**] SBC;

         (7)      Allow SBC [**] and allow SBC [**];

         (8)      Provide SBC with [**];

         (9)      [**] SBC information [**]; and

         (10)     [**] SBC's information technology operations [**] of the
                  Amdocs System, [**] the Amdocs System, the provision by Amdocs
                  [**] the Amdocs System, and the operation by Amdocs of the
                  Amdocs System for SBC.

1.3      INTERPRETATION.

         The provisions of this ARTICLE 1 are intended to be a general
         introduction to this Agreement and are not intended to expand the scope
         of the Parties' obligations or alter the plain meaning of this
         Agreement's terms and conditions, as set forth hereinafter.

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                      RESTRICTED - PROPRIETARY INFORMATION

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distribution within those companies or for distribution outside those companies
                          except by written agreement.

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                                                           Agreement No.02026409

2.       DEFINITIONS AND DOCUMENTS.

2.1      DEFINITIONS.

         As used in this Agreement:

         (1)      "ACCEPTANCE" means the determination, [**], pursuant to the
                  provisions of SECTION 4.6 following implementation,
                  installation, and testing (which may include testing in a
                  production environment) that Deliverable(s) are in Compliance;
                  provided, however, that SBC's use in production of such
                  Deliverable(s) after the applicable Acceptance Test Period
                  shall be deemed to be Acceptance of such Deliverable(s).

         (2)      "ACCEPTANCE TEST PERIOD" has the meaning ascribed to such term
                  in SECTION 4.6(b).

         (3)      "AFFILIATE" means, generally, with respect to any Entity, any
                  other Entity Controlling, Controlled by or under common
                  Control with such Entity.

         (4)      "AGREEMENT" means this Information Technology Services
                  Agreement between SBC and Amdocs, including all attachments,
                  EXHIBIT and Schedules hereto, as amended from time to time.

         (5)      "AMDOCS ACCOUNT OFFICE" means, collectively, the Amdocs
                  Account Executive and the Amdocs Account Manager as defined in
                  Section 4.0 of Part 5 of SCHEDULE E (Statement of Work -
                  Governance).

         (6)      "AMDOCS OWNED MATERIALS" has the meaning ascribed to such term
                  in SECTION 14.3(a).

         (7)      "AMDOCS OWNED SOFTWARE" means any Software owned by Amdocs and
                  used to provide the Services.

         (8)      "AMDOCS PERSONNEL" means those employees, representatives,
                  contractors, subcontractors and agents of Amdocs,
                  Subcontractors and Amdocs Affiliates who perform any Services
                  under this Agreement. Amdocs Personnel shall include
                  Transitioned Employees.

         (9)      "AMDOCS SOFTWARE PACKAGE" means the integrated suite of
                  software products that will be provided to SBC by Amdocs
                  pursuant to the Services (including all Upgrades and
                  customizations thereto).

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                          except by written agreement.

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                                                           Agreement No.02026409

         (10)     "AMDOCS SYSTEM" means the System (including the Amdocs
                  Software Package) to be implemented by Amdocs as part of the
                  Services.

         (11)     "ANNUAL DEVELOPMENT BUDGET" has the meaning ascribed to such
                  term in SECTION 9.5(f).

         (12)     "ANTIVIRUS SOFTWARE" means software programs and programming
                  (and modifications, replacements, upgrades, enhancements,
                  documentation, materials and media related thereto) that are
                  used to monitor for, filter and detect the presence of
                  Malicious Code and repair or remediate the effects of
                  Malicious Code to the extent a Party has financial or
                  operational responsibility for such programs or programming
                  under SCHEDULE E.1 or E.2. Antivirus Software shall include
                  all such programs or programming in use as of the Effective
                  Date, including those set forth in SCHEDULE B, and those as to
                  which the license, maintenance or support costs are included
                  in the SBC Base Case. Antivirus Software also shall include
                  all such programs or programming selected by or for SBC on or
                  after the Effective Date to the extent a Party has financial
                  or operational responsibility for such programs or programming
                  under SCHEDULE E.1 or E.2.

         (13)     "APPLICATION SOFTWARE" means software application programs
                  (and all modifications, replacements, upgrades, enhancements,
                  documentation, materials and media related thereto) used to
                  support day-to-day business operations and accomplish specific
                  business objectives. Applications Software shall include, but
                  not be limited to, all such software listed on SCHEDULE B.

         (14)     "ASSET INVENTORY MANAGEMENT SYSTEM" means the automated,
                  database-driven application used by Amdocs to store, query,
                  and continuously update asset inventory information on all
                  assets used by Amdocs to provide the Services.

         (15)     "BANKRUPTCY CODE" means Title 11 of the United States Code.

         (16)     "BANKRUPTCY REJECTION" has the meaning ascribed to such term
                  in SECTION 20.5(b).

         (17)     "BENCHMARKER" has the meaning ascribed to such term in SECTION
                  11.9(a).

         (18)     "BENCHMARKING" has the meaning ascribed to such term in
                  SECTION 11.9(A).

         (19)     "BUSINESS CONTINUITY" means SBC's overall, enterprise-wide
                  plans and activities intended to enable continued business
                  operation in the event of any unforeseen interruption (e.g.,
                  plans and activities to move a department or business unit to
                  a new location in the event of a business disruption).

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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

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                                                           Agreement No.02026409

         (20)     "CHANGE" means any change to the Software, Systems or
                  Equipment including changes to timetables, programs, manual
                  procedures, distribution parameters or Schedules.

         (21)     "CHANGE MANAGEMENT" means the processes relating to planning
                  and performing all Changes pertaining to the Services,
                  including Changes to individual components and coordination of
                  Changes across all components thereof set forth in SECTION 9.5
                  and SCHEDULE E.

         (22)     "CHANGE REQUEST" has the meaning ascribed to such term in
                  SECTION 9.5.

         (23)     "CHARGES" means the amounts set forth in ARTICLE 11 and
                  SCHEDULE J as charges for the Services.

         (24)     "CMM" means the Capability Maturity Model developed by the
                  Software Engineering Institute.

         (25)     "COMMENCEMENT DATE" means [**], or such other date as the
                  Parties may agree upon in writing as the date on which Amdocs
                  will assume full responsibility for the Services.

         (26)     "COMPLIANCE" and "COMPLY" means, with respect to Software,
                  Equipment, Systems or other contract deliverables to be
                  implemented, designed, developed, delivered, integrated,
                  installed and/or tested by SBC or Amdocs, compliance in all
                  material respects with the Specifications.

         (27)     "CONTRACT YEAR" means a period during the term of this
                  Agreement commencing on the Commencement Date or an
                  anniversary thereof and ending on the date one (1) year
                  thereafter (or, if earlier, on the last day of the term of
                  this Agreement). If any Contract Year is less than twelve (12)
                  months, the rights and obligations under this Agreement that
                  are calculated on a Contract Year basis will be
                  proportionately adjusted for such shorter period.

         (28)     "CONTROL" and its derivatives mean: (a) the legal, beneficial,
                  or equitable ownership, directly or indirectly, of (i) at
                  least 50% of the aggregate of all voting equity interests in
                  an Entity or (ii) equity interests having the right to at
                  least 50% of the profits of an Entity or, in the event of
                  dissolution, to at least 50% of the assets of an Entity; (b)
                  the right to appoint, directly or indirectly, a majority of
                  the board of directors; (c) the right to control, directly or
                  indirectly, the management or direction of the Entity by
                  contract or corporate governance document; or (d) in the case
                  of a partnership, the holding by an Entity (or one of its
                  Affiliates) of the position of sole general partner.

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   The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
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                          except by written agreement.

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                                                           Agreement No.02026409

         (29)     "CRITICAL SUPPORT PERSONNEL" are those Transitioned Employees
                  identified in SCHEDULE C as critical to the ongoing success of
                  Amdocs' delivery of Services to SBC and the Current Eligible
                  Recipients.

         (30)     "DELIVERABLE" means any deliverable (i) provided pursuant to a
                  Major Modernization Milestone or (ii) provided pursuant to an
                  Order.

         (31)     "DEVELOPED MATERIALS" means any Materials (including
                  Software), or any modifications, enhancements or derivative
                  works thereof, developed by or on behalf of Amdocs for SBC in
                  connection with or as part of the Services.

         (32)     "DFD" means the detailed functional design phase of
                  implementation of the Amdocs Software Package, in which the
                  specification for Enhancements to the Amdocs Software Package
                  designed to meet the business needs and requirements of SBC
                  will be identified and then detailed in the DFS documents.

         (33)     "DFS" means the detailed functional specifications for the
                  Amdocs Software Package and Enhancements, which are the direct
                  result of the DFD.

         (34)     "DISABLING CODE" means computer instructions, features or
                  functions that may permit Amdocs or a third party to, or may
                  automatically: (a) alter, destroy or inhibit Software and/or a
                  processing environment; (b) erase, destroy, corrupt or modify
                  any data, programs, materials or information used by SBC or an
                  Eligible Recipient or store any data, programs, materials or
                  information on SBC's or an Eligible Recipient's computers
                  without the consent of SBC; (c) discontinue SBC's effective
                  use of the Software; or (d) bypass any internal or external
                  software security measure to obtain access to any hardware or
                  software of SBC or an Eligible Recipient without the consent
                  or knowledge of SBC, including, but not limited to, other
                  programs' data storage and computer libraries. Disabling Code
                  includes, but is not limited to, programs that self-replicate
                  without manual intervention, instructions programmed to
                  activate at a predetermined time or upon a specified event,
                  and/or programs purporting to do a meaningful function but
                  designed for a different function.

         (35)     "DIRECT AMDOCS COMPETITORS" means the Entities identified in
                  SCHEDULE N, as well as their Affiliates, successors and
                  assigns, as such list of Entities may be modified by Amdocs
                  (subject to SBC's consent, not to be unreasonably withheld)
                  from time to time to add direct competitors of Amdocs in the
                  areas of directory, customer care and billing, and customer
                  relationship management systems, including the provision of
                  services relating to such systems.

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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

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                                                           Agreement No.02026409

         (36)     "DIRECT SBC COMPETITORS" means the Entities identified in
                  SCHEDULE P, as well as their Affiliates, successors and
                  assigns, as such list of Entities may be modified by SBC
                  (subject to Amdocs' consent not to be unreasonably withheld)
                  from time to time to add direct competitors of SBC in the
                  directory publishing business in the United States.

         (37)     "DISASTER RECOVERY" means the specific plans and activities
                  required to continue provisioning the Services in the event of
                  an unforeseen interruption as set forth in SCHEDULE E. The
                  Disaster Recovery plans and activities include support and
                  coordination with the Business Continuity plans and
                  activities.

         (38)     "[**]AGREEMENT" has the meaning ascribed to such term in
                  SECTION 6.12.

         (39)     "[**] AGREEMENT [**]" means, with respect to each [**] and,
                  with respect to each of the [**], for a [**] Agreement [**]
                  during the Term [**].

         (40)     "[**] PARTNERSHIP" means [**] Partnership general partnership
                  organized under the [**] Partnership Act, owned by [**].

         (41)     "EFFECTIVE DATE" has the meaning ascribed to such term in the
                  preamble to this Agreement.

         (42)     "ELIGIBLE RECIPIENTS" means, collectively, the following:

                  (a)      [**];

                  (b)      [**] on the Effective Date;

                  (c)      SBCDO;

                  (d)      [**] that is otherwise an Eligible Recipient;

                  (e)      [**] in connection with its activities [**]r); and

                  (f)      [**] and (iii) that has agreed in writing to be bound
                           by the terms and conditions of this Agreement.

         (43)     "ENHANCEMENT" means any modification or addition to the
                  functionality of the Amdocs Software Package that is included
                  in the Modernization Plan or has been referred to or gone
                  through the Change Management process set forth in SECTION
                  9.5.

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                      RESTRICTED - PROPRIETARY INFORMATION

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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

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                                                           Agreement No.02026409

         (44)     "ENTITY" means a corporation, partnership, joint venture,
                  trust, limited liability company, association or other
                  organization or entity.

         (45)     "ENVIRONMENTAL LAWS" means Laws related to (i) pollution or
                  the protection of air, ground or surface water, soil, or other
                  environment media, (ii) occupational health and safety, or
                  (iii) Hazardous Materials.

         (46)     "ENVIRONMENTAL CLAIMS" means any claim, suit, action,
                  proceeding, notice, inquiry, request for information, lien, or
                  judgment arising out, as a result of, or in connection with
                  any Environmental Law.

         (47)     "EQUIPMENT" means all computing, networking and communications
                  equipment procured, provided, operated, supported, or used by
                  Amdocs in connection with the Services, including (i)
                  mainframe, midrange, server and distributed computing
                  equipment and associated attachments, features, accessories,
                  peripheral devices, and cabling, (ii) personal computers,
                  laptop computers and workstations and associated attachments,
                  features, accessories, peripheral devices, and cabling, and
                  (iii) voice/video telecommunications and network equipment and
                  associated attachments, features, accessories, peripheral
                  devices, and cabling.

         (48)     "EQUIPMENT LEASES" means all leasing arrangements whereby SBC
                  leases Equipment as of the Commencement Date which will be
                  used by Amdocs to perform the Services after such Commencement
                  Date. Equipment Leases consist of those leases identified on
                  SCHEDULE F.2.

         (49)     "EVENT OF LOSS" has the meaning ascribed to such term in
                  SECTION 16.2(a).

         (50)     "EXCLUDED SERVICES" has the meaning ascribed to such term in
                  SECTION 4.1(e).

         (51)     "EXTRAORDINARY EVENT" has the meaning ascribed to such term in
                  SECTION 11.5(a).

         (52)     "EXTRAORDINARY CHANGE" has the meaning ascribed to such term
                  in SECTION 11.5(b).

         (53)     "FCPA" means the Foreign Corrupt Practices Act.

         (54)     "GOOD WORKING ORDER" means, with respect to Equipment or
                  Software, that such Equipment or Software is performing the
                  portion of the Services to which it is assigned.

         (55)     "GOVERNANCE TEAM" means SBC's and Amdocs' team of individuals
                  identified in Schedule E as the "Governance Team".

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distribution within those companies or for distribution outside those companies
                          except by written agreement.

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                                                           Agreement No.02026409

         (56)     "HAZARDOUS MATERIALS" means any and all materials that are
                  regulated by the federal or any state or local government
                  during use, transportation, handling, storage, treatment,
                  and/or disposal/recycling. These materials include, but are
                  not limited to, materials that are regulated as (i) "hazardous
                  materials" under the Hazardous Materials Transportation Act
                  and the Control of Radioactive Contamination of the
                  Environment Law, (ii) "chemical hazards" under the
                  Occupational Health and Safety Administration ("OSHA")
                  Standards, (iii) "chemical substances or mixtures" under the
                  Toxic Substances Control Act, (iv) "pesticides" under the
                  Federal Insecticide, Fungicide and Rodenticide Act, and (v)
                  "hazardous waste" as defined or listed under the Resource
                  Conservation and Recovery Act ("RCRA").

         (57)     "INCLUDE" and its derivatives mean "including without
                  limitation." This term is as defined, whether or not
                  capitalized in this Agreement.

         (58)     "INCOME TAX" means any tax on or measured by the net income of
                  a Party (including taxes on capital or net worth that are
                  imposed as an alternative to a tax based on net or gross
                  income), or taxes which are of the nature of excess profits
                  tax, minimum tax on tax preferences, alternative minimum tax,
                  accumulated earnings tax, personal holding company tax,
                  capital gains tax or franchise tax for the privilege of doing
                  business.

         (59)     "INITIAL TERM" has the meaning ascribed to such term in
                  SECTION 3.1.

         (60)     [**] and its derivatives mean, with respect to [**] other than
                  [**] (as such terms are defined [**] on the [**] Date.

         (61)     "IT" means information technology.

         (62)     "KEY AMDOCS PERSONNEL" means the Amdocs Personnel designated
                  in SCHEDULE C as Key Amdocs Personnel, which list may change
                  from time to time by mutual written agreement of the Parties;
                  provided that the [**] Key Amdocs Personnel shall [**]under
                  this Agreement.

         (63)     "KEY BUSINESS DELIVERABLE" has the meaning ascribed to such
                  term in SCHEDULE G.

         (64)     "LAWS" means all national, federal, intergovernmental, state
                  and local laws, statutes, regulations, rules, executive
                  orders, supervisory requirements, directives, circulars,
                  opinions, interpretive letters and other official releases of
                  or by any government or quasi governmental authority, or any
                  authority, department or agency thereof, or any self
                  regulatory organization, including Privacy Laws.

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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

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                                                           Agreement No.02026409

         (65)     [**] means a [**] standards.

         (66)     "LOSSES" means all liabilities, damages, fines, penalties and
                  claims (including taxes), and all related costs and expenses
                  (including reasonable legal fees and disbursements and costs
                  of investigation, litigation, settlement, judgment, interest
                  and penalties).

         (67)     [**] means the [**] Modernization milestones listed in Section
                  2.0 of Attachment A to SCHEDULE A, [**]"MAJOR RELEASE" means a
                  new version of Software that includes changes to the
                  architecture and/or adds new features and functionality in
                  addition to the original functional characteristics of the
                  preceding software release. These releases are usually
                  identified by full integer changes in the numbering, such as
                  from "7.0" to "8.0," but may be identified by the industry as
                  a major release without the accompanying integer change.

         (68)     "MALICIOUS CODE" means (i) any code, program, or sub-program
                  whose knowing or intended purpose is to damage or interfere
                  with the operation of the computer system containing the code,
                  program or sub-program, or to halt, disable or interfere with
                  the operation of the Software, code, program, or sub-program,
                  itself, or (ii) any device, method, or token that permits any
                  person to circumvent the normal security of the Software or
                  the system containing the code.

         (69)     "MANAGED THIRD PARTIES" means the SBC Third Party Contractors
                  listed on SCHEDULE E.5.A and any substitute or replacement
                  third party contractors reasonably designated by SBC, provided
                  such third parties are included in the SBC Base Case and if
                  not included added pursuant to the provisions of SECTION 9.5.

         (70)     "MATERIALS" means, collectively, Software, literary works,
                  other works of authorship, specifications, design documents
                  and analyses, processes, methodologies, programs, program
                  listings, documentation, reports, drawings, databases and
                  similar work product.

         (71)     [**]" means [**], including [**] if the [**] Contract Year; or
                  (b) less than or equal to [**] Working Hours if the [**]
                  Contract Year.

         (72)     "MINOR RELEASE" means a Scheduled release containing small
                  functionality updates and/or accumulated resolutions to
                  defects or non-conformances made available since the
                  immediately preceding release (whether Major Release or Minor
                  Release). Minor Releases shall include "Maintenance Releases"
                  which are supplemental to and made available between Major
                  Releases and other Minor Releases, issued and provided under
                  specific vendor service level or maintenance

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                                                           Agreement No.02026409

                  obligations and contain only accumulated resolutions or
                  mandated changes. These releases are usually identified by a
                  change in the decimal numbering of a release, such as "7.12"
                  to "7.13."

         (73)     "MODERNIZATION MILESTONE" shall have the meaning provided in
                  SECTION 4.2(b).

         (74)     "[**] means, with respect to [**] on which [**].

         (75)     "MODERNIZATION PERIOD" means the period that commences on the
                  Commencement Date and expires as set forth in the
                  Modernization Plan, unless expressly extended or otherwise
                  agreed to in writing by the Parties.

         (76)     "MODERNIZATION PLAN" means the plan set forth in SCHEDULE A
                  and developed pursuant to SECTION 4.2 hereof, which identifies
                  all material transition tasks, functions, responsibilities and
                  Developed Materials to be undertaken by Amdocs in connection
                  with the implementation of the Amdocs System, and the dates by
                  which each will be completed by Amdocs.

         (77)     "MODERNIZATION SERVICES" means all services, functions,
                  responsibilities, tasks and Developed Materials described in
                  SECTION 4.2 to be performed or delivered by Amdocs during the
                  Modernization Period in accordance with this Agreement, as
                  such services, functions, responsibilities, tasks and
                  Developed Materials may be supplemented, enhanced, modified or
                  replaced in accordance with this Agreement.

         (78)     [**] means the [**] set forth in SCHEDULE J, Page 1.

         (79)     "NEW ADVANCES" has the meaning ascribed to such term in
                  SECTION 11.6(c).

         (80)     "NEW SERVICES" means services provided by Amdocs to SBC that
                  are different from or in addition to the Services.

         (81)     [**] means [**] pursuant to this Agreement.

         (82)     "[**] means the [**] of the Commencement Date

         (83)     [**] means the [**] in consideration for the [**]shall be [**]
                  to the[**].

         (84)     "NONCOMPLIANCE" means noncompliance in any material respect
                  with the Specifications.

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                          except by written agreement.

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         (85)     "NOTICE OF COMPLETION" means Amdocs' written notice to SBC
                  that a Deliverable has been completed and delivered to SBC
                  (and that such Deliverable is ready for SBC's Testing).

         (86)     "ORDER" means a document substantially in the form of EXHIBIT
                  4.

         (87)     "OUT-OF-POCKET EXPENSES" means [**] out-of-pocket expenses
                  [**] under this Agreement. Out-of-pocket expenses [**].

         (88)     "OUTSOURCING SERVICES" means all services, functions,
                  responsibilities, tasks and Developed Materials described in
                  SCHEDULE E to be performed or delivered by Amdocs during the
                  term of this Agreement and in accordance with this Agreement,
                  as such services, functions, responsibilities, tasks and
                  Developed Materials may be supplemented, enhanced, modified or
                  replaced in accordance with this Agreement.

         (89)     [**] means the expenses listed in SCHEDULE J for which [**],
                  in accordance with [**] in connection with [**]"POLICY AND
                  PROCEDURES MANUAL" has the meaning ascribed to such term in
                  SECTION 9.1(a).

         (90)     [**] means [**] on the Effective Date:

                  (a)      [**] after the Effective Date [**] thereof;

                  (b)      [**] after the Effective Date, [**] under this
                           Agreement;

                  (c)      [**] after the Effective Date;

                  (d)      [**] after the Effective Date; or

                  (e)      as to which [**].

         (91)     "PRIME RATE" has the meaning set forth in SECTION 9.9(c).

         (92)     "PRIVACY LAWS" means Laws relating to data privacy,
                  trans-border data flow or data protection.

         (93)     "PRODUCT CATALOGUE" means the list of Software and Equipment
                  approved by SBC for deployment to end users. The Product
                  Catalogue current as of the Effective Date shall be provided
                  by SBC to Amdocs and may be updated from time to time by SBC.

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         (94)     "PROJECT" means a discrete unit of non-recurring work that is
                  not an inherent, necessary or customary part of the day to day
                  Services, is not required to be performed by Amdocs to meet
                  the existing Service Levels (other than Service Levels related
                  to Project performance), and is not a New Service.

         (95)     "PROPRIETARY INFORMATION" has the meaning ascribed to such
                  term in SECTION 13.3(a).

         (96)     "REPORTS" has the meaning ascribed to such term in SECTION
                  9.2(a).

         (97)     "[**]" means [**] Amdocs SBC licensed Third Party Software,
                  Third Party Contracts, Equipment Leases or [**] (including
                  related warranties); (ii) to grant Amdocs the right to use
                  and/or access the SBC licensed Third Party Software in
                  connection with providing the Services; (iii) to grant SBC and
                  the Eligible Recipients the right to use and/or access the
                  Amdocs Owned Software, Third Party Software and Equipment
                  acquired, operated, supported or used by Amdocs in connection
                  with providing the Services; (iv) to assign or transfer to SBC
                  any Developed Materials, (v) to assign or transfer to SBC or
                  its designee Amdocs Owned Software, Third Party Software,
                  Third Party Contracts, Equipment Leases or other rights
                  following the expiration or termination of this Agreement to
                  the extent provided in this Agreement; and (vi) [**] in
                  connection with Amdocs' provision of the Services.

         (98)     "ROOT CAUSE ANALYSIS" means the formal process conducted by
                  Amdocs with Eligible Recipient assistance, specified in the
                  Policy and Procedures Manual, to be used by Amdocs to
                  determine the primary or "root" cause of problems and to
                  diagnose problems at the lowest reasonable level so that
                  corrective action can be taken that will eliminate repeat
                  failures. Amdocs shall implement a Root Cause Analysis as
                  specified in SECTION 7.4 or as requested by SBC.

         (99)     [**] means [**] during calendar year 2002.

         (100)    "SBC CONTRACT OFFICE" means, collectively, the SBC Contract
                  Executive and the SBC Contract Manager as defined in Section
                  4.0 of Part 5 of SCHEDULE E (Statement of Work - Governance).

         (101)    "SBC DATA" means any data or information of SBC or any
                  Eligible Recipient (as well as any data or information
                  originating from or owned by SBC customers or third parties to
                  whom SBC provides products or services) that is provided to or
                  obtained by Amdocs in the performance of its obligations under
                  this Agreement, including data and information with respect to
                  the businesses, customer, operations, facilities, products,
                  rates, regulatory compliance, competitors,

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                                                           Agreement No.02026409

                  consumer markets, assets, expenditures, mergers, acquisitions,
                  divestitures, billings, collections, revenues and finances of
                  SBC or any Eligible Recipient. SBC Data also means any data or
                  information created, generated, collected or processed by
                  Amdocs in the performance of its obligations under this
                  Agreement, including data processing input and output, service
                  level measurements, asset information, third party service and
                  product agreements, contract charges, and retained and
                  Pass-Through Expenses.

         (102)    "SBC DATA CENTER" means an SBC Facility designated as a "data
                  center" in SCHEDULE O.1.

         (103)    "SBC FACILITIES" means the facilities listed in SCHEDULE O.1
                  provided by SBC or the Eligible Recipient for the use of
                  Amdocs to the extent necessary to provide the Services.

         (104)    "SBC IT MANAGED DATA CENTER" means an SBC Facility designated
                  as an "SBC IT managed data center" in SCHEDULE O.1.

         (105)    "SBC OWNED SOFTWARE" means Software owned by SBC or an
                  Eligible Recipient and used, operated, maintained or supported
                  by or on behalf of Amdocs under or in connection with this
                  Agreement.

         (106)    "SBC PERSONAL DATA" means that portion of SBC Data that is
                  subject to any Privacy Laws.

         (107)    "SBC PERSONNEL" means the employees, agents, contractors or
                  representatives of SBC who performed any of the Services to be
                  provided by Amdocs during the twelve (12) months preceding the
                  Commencement Date.

         (108)    "SBC PROVIDED EQUIPMENT" has the meaning ascribed to such term
                  in SECTION 6.5(a).

         (109)    "SBC SITES" means the SBC Facilities and the offices or other
                  facilities listed on SCHEDULE E.4 at or to which Amdocs will
                  provide the Services.

         (110)    "SBC THIRD PARTY CONTRACTORS" has the meaning ascribed to such
                  term in SECTION 4.5(a).

         (111)    "SBCDO" means SBC SMART Yellow Pages and SBC SNET Yellow
                  Pages.

         (112)    "SBCDO [**]" means an SBC Data Center designated as an "SBCDO
                  managed data center" in SCHEDULE O.1.

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                          except by written agreement.

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                                                           Agreement No.02026409

         (113)    "SBCDO [**]" means an SBC [**] designated as an "SBCDO [**]"
                  in SCHEDULE O.1.

         (114)    [**] means, with respect to [**] that (a) [**] comprise of (b)
                  [**] provided [**] (each of (a) and (b) [**].[**]"SERVICE
                  LEVEL [**]" has the meaning ascribed to such term in SECTION
                  7.3(b) and SCHEDULE G.

         (115)    "SERVICE LEVELS" means, individually and collectively, the
                  performance standards for the Services set forth in SCHEDULE
                  G, as such performance standards may be adjusted pursuant to
                  this Agreement.

         (116)    "SERVICE TAXES" means all sales, use, excise, and other
                  similar taxes that are assessed against either Party on the
                  provision of the Services as a whole, or on any particular
                  Service received by SBC or the Eligible Recipients from
                  Amdocs, excluding Income Taxes.

         (117)    "SERVICES" means, collectively, the services, functions and
                  responsibilities described herein as a responsibility of
                  Amdocs and to be provided by Amdocs pursuant to this Agreement
                  as they may be supplemented, enhanced, modified or replaced
                  during the term of this Agreement in accordance with this
                  Agreement; including, without limitation: (i) the Outsourcing
                  Services; (ii) the Modernization Services; (iii) the
                  Transition Services; (iv) the Termination Assistance Services;
                  and (v) any services provided pursuant to SECTION 9.5(c); but
                  excluding Excluded Services.

         (118)    "SOFTWARE" means computer programs, together with input and
                  output formats, the applicable source or object codes,
                  programming tools, data models, flow charts, outlines,
                  narrative descriptions, operating instructions, software
                  manufacturing instructions and scripts, test specifications
                  and test scripts and supporting documentation, and shall
                  include the tangible media upon which such programs and
                  documentation are recorded, including all authorized
                  reproductions, corrections, updates, new releases, and new
                  versions of such Software and shall further include all
                  enhancements, translations, modifications, updates, upgrades,
                  new releases, substitutions, replacements, and other changes
                  to such computer programs.

         (119)    [**] means (a) [**] plus (b) the [**] pursuant to [**].

         (120)    "SPECIALIZED SERVICES" has the meaning ascribed to such term
                  in SECTION 9.8.

         (121)    "SPECIFICATIONS" means, with respect to Software, Equipment,
                  Systems or other contract deliverables to be designed,
                  developed, delivered, integrated, installed

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                                                           Agreement No.02026409

                  and/or tested by Amdocs, the technical, design and/or
                  functional specifications (including the DFS with respect to
                  the Amdocs Software Package) in SCHEDULES A, E or H, in third
                  party vendor standard documentation, in a New Services or
                  project description requested and/or approved by SBC or
                  otherwise agreed upon in writing by the Parties.

         (122)    "STANDARD PRODUCTS" means, collectively, the Software and
                  Equipment in the Product Catalogue.

         (123)    [**] means [**] set forth [**].

         (124)    "SUBCONTRACTORS" means subcontractors (of any tier) of Amdocs,
                  including Shared Subcontractors (as defined in SECTION
                  9.11(b)). The initial list of Subcontractors approved by SBC
                  is set forth on SCHEDULE D. SCHEDULE D may be amended during
                  the term of this Agreement in accordance with SECTION 9.11.
                  Subcontractors shall not include Third Party Contracts

         (125)    "SUBSTANCE RELEASE" means any spilling, leaking, pumping,
                  pouring, emitting, emptying, discharging, injecting, escaping,
                  leaching, dumping, disposal, or other movement into the air,
                  ground, surface water, groundwater, soil, or other
                  environmental media.

         (126)    "SYSTEM" means an interconnected grouping of Equipment,
                  Software and associated attachments, features, accessories,
                  peripherals and cabling, and all additions, modifications,
                  substitutions, upgrades or enhancements to such System, to the
                  extent a Party has financial or operational responsibility for
                  such System or System components under SCHEDULE E. System
                  shall include all Systems in use as of the Effective Date, all
                  additions, modifications, substitutions, upgrades or
                  enhancements to such Systems and all Systems installed or
                  developed by or for Amdocs following the Effective Date in
                  connection with the Services.

         (127)    "SYSTEM CHANGE" means any change to the Software, Equipment,
                  System or operating environment including without limitation,
                  New Services, Enhancements, Major Release, Minor Release,
                  changes to programs, manual procedures, scripts, distribution
                  parameters, or Schedules, as well as a change or delay in any
                  implementation Schedule (e.g., the implementation Schedule set
                  forth in the Modernization Plan or in any Change Request).

         (128)    "TERM" has the meaning ascribed to such term in SECTION 3.2 of
                  this Agreement.

         (129)    "TERMINATION ASSISTANCE SERVICES" means the Services described
                  in SECTION 4.4.

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                          except by written agreement.

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                                                           Agreement No.02026409

         (130)    [**] means the [**] under this Agreement. [**] as of the
                  effective date [**].

         (131)    "TESTING" with respect to the Amdocs System (and any
                  associated Software, Equipment, or Systems) and Developed
                  Materials, means the performance of the applicable tests and
                  procedures set forth in this Agreement, the Modernization Plan
                  or the applicable Order, as well as any other tests and
                  procedures which SBC, in consultation with Amdocs, may deem
                  necessary or desirable or which the Parties may agree upon in
                  determining whether the Amdocs System is in Compliance.

         (132)    "THIRD PARTY CONTRACTS" means all agreements between third
                  parties and SBC or Amdocs that have been or will be used to
                  provide the Services to the extent a Party has financial or
                  operational responsibility for such contracts under SCHEDULE
                  E.1 or E.2. Third Party Contracts shall include all such
                  agreements in effect as of the Effective Date identified in
                  SCHEDULE F.3. Third Party Contracts also shall include those
                  third party agreements entered into by Amdocs following the
                  Effective Date.

         (133)    "THIRD PARTY SOFTWARE" means all Software products (and all
                  modifications, replacements, upgrades, enhancements,
                  documentation, materials and media related thereto) that are
                  provided under license or lease to Amdocs or SBC to the extent
                  a Party has financial or operational responsibility for such
                  Software products under SCHEDULE E.1 or E.2. Third Party
                  Software shall include all such programs in use as of the
                  Effective Date as identified on SCHEDULES B and F.4. Third
                  Party Software also shall include all such programs licensed
                  and/or leased after the Effective Date.

         (134)    "TRANSITION MILESTONE" means each date identified on the
                  Transition Plan as a milestone by which Amdocs shall have
                  completed a certain task or set of tasks in the Transition
                  Plan in a manner reasonably acceptable to SBC.

         (135)    "TRANSITION PERIOD" means the period that commences on the
                  Effective Date and expires 12:00:01 a.m., Eastern Time, ninety
                  (90) days following the Commencement Date, unless expressly
                  extended in writing by SBC.

         (136)    "TRANSITION PLAN" means the plan set forth in SCHEDULE H and
                  developed pursuant to SECTION 4.3 hereof, which identifies all
                  material transition tasks and deliverables to be undertaken by
                  Amdocs in connection with the transition of all Services to
                  Amdocs, and the dates by which each will be completed by
                  Amdocs.

         (137)    "TRANSITION SERVICES" means the services, functions and
                  responsibilities described in SECTION 4.3 to be performed by
                  Amdocs during the Transition Period.

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                                                           Agreement No.02026409

         (138)    "TRANSITIONED EMPLOYEES" means the employees of SBC who accept
                  Amdocs' offer of employment and become employed by Amdocs
                  pursuant to ARTICLE 8. Upon being employed by Amdocs, such
                  Transitioned Employees shall be deemed to be Amdocs Personnel.

         (139)    "UPGRADE" and its derivatives means updates, renovations,
                  modifications, additions and/or new versions or releases of
                  Software or Equipment by Amdocs. Unless otherwise agreed,
                  financial responsibility for the costs, fees and expenses
                  associated with an Upgrade of Software or Equipment shall be
                  allocated between the Parties in accordance with SECTION
                  6.4(a) and SECTION 6.5 and SCHEDULE J.

         (140)    "WARN ACT" means the Worker Adjustment and Retraining
                  Notification Act.

         (141)    "WASTE" means SBC-owned Equipment for which Amdocs is
                  operationally responsible, which contains Hazardous Materials
                  the disposal of which is regulated by an Environmental Law.

         (142)    "WORKING HOURS" means hours spent working (e.g., not including
                  normal break activities such as meals).

         (143)    "YEAR 2000 COMPLIANT" or "YEAR 2000 COMPLIANCE" means that
                  Software Equipment and/or Systems (i) accurately process date
                  information before, during and after January 1, 2000,
                  including accurately accepting date input, providing date
                  output and performing calculations on dates or portions of
                  dates; (ii) function accurately and without interruption
                  before, during and after January 1, 2000, without any change
                  in operations associated with the advent of the new century;
                  (iii) respond to two (2) digit year date input in a way that
                  resolves the ambiguity as to year or century in a disclosed,
                  defined and predetermined manner; (iv) store and provide
                  output of date information in ways that are unambiguous as to
                  year or century; and (v) properly exchange date and time data
                  with software, equipment and systems with which such Software,
                  Equipment and/or Systems with which it must interact and
                  interoperate. Software, Equipment and/or Systems shall not be
                  deemed non-compliant to the extent any performance failure is
                  attributable to the failure of equipment, software or systems
                  for which a Party is not operationally responsible, but with
                  which the Software, Equipment and/or Systems must interact or
                  interoperate, to be Year 2000 Compliant or to correctly
                  exchange date data with the Software, Equipment and/or
                  Systems.

2.2      OTHER TERMS.

         The terms defined in this Article include the plural as well as the
         singular and the derivatives of such terms. Unless otherwise expressly
         stated, the words "herein,"

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                          except by written agreement.

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                                                           Agreement No.02026409

         "hereof," and "hereunder" and other words of similar import refer to
         this Agreement as a whole and not to any particular Article, Section,
         Subsection or other subdivision. Article, Section, Subsection and
         Attachment references refer to articles, sections and subsections of,
         and attachments to, this Agreement. The words "include" and "including"
         shall not be construed as terms of limitation. The words "day,"
         "month," and "year" mean, respectively, calendar day, calendar month
         and calendar year. As stated in SECTION 21.3, the word "notice" and
         "notification" and their derivatives means notice or notification in
         writing. Other terms used in this Agreement are defined in the context
         in which they are used and have the meanings there indicated.

2.3      ASSOCIATED CONTRACT DOCUMENTS.

         This Agreement includes each of the following Schedules and their
         attached EXHIBIT, all of which are attached to this Agreement and
         incorporated into this Agreement by this reference:

         SCHEDULES:

         A        Statement of Work Modernization
                  Attachment A - Timeline and Milestones
                  Attachment B - Modernization Responsibility Matrix
                  Attachment C - Applications Mapping
                  Attachment D - Modernization Project Plan
         B        Application Inventory and Groupings
         C        Key Amdocs Personnel and Critical Support Personnel
         D        Amdocs Subcontractors
         E        Statement of Work
                  Part 1 - Application Development and Maintenance Services
                  Part 2 - Cross Functional - Equipment and Software Services
                  Part 3 - Cross Functional - General Services
                  Part 4 - End User Computing Services
                  Part 5 - Governance
                  Part 6 - Policies and Procedures Manual Content
                  Part 7 - Committee Membership
                  Part 8 - Mainframe and Server Services
                  Attachment 1 - Network Demarcation Diagram
                  Attachment 2 - Security Management Responsibility Demarcation
                  Attachment 2a - Security Process Flow
                  Attachment 3 - SBC Owned Data Center & Remote Facility
                                 Demarcation
                  Attachment 4 - CMM Tier 2
         E.1      Asset Allocation Matrix
         E.2      [Reserved]

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distribution within those companies or for distribution outside those companies
                          except by written agreement.

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                                                           Agreement No.02026409
         E.3      SBC Rules
         E.4      [Reserved]
         E.5      [Reserved]
         E.5.a    Managed Third Parties
         F.1      [**] Assets
         F.2      Equipment Leases
         F.3      Third Party Services Contracts
         F.4      Third Party Software
         G        Service Levels
                  Attachment A - [**]Service Levels
                  Attachment B - Service Level Definitions
                  Attachment C - [**] Deliverables
                  Attachment D - Measurement[**] and [**]
                  Attachment E - Glossary
                  Attachment F - Help Desk Problem Classification and Response
                                 Times
                  Attachment G - [**] Request [Parts 1 and 2]
                  Attachment H - System Type [**] Attachment I - [Reserved]
                  Attachment J - [Reserved]
                  Attachment K - Project [**]
                  Attachment L - [Reserved]
                  Attachment M - [**] Quality Measurements
                  Attachment N - [**] Online Schedule
                  Attachment O - Backup [**]
                  Attachment P - [**] Schedule
                  Attachment Q - Standard [**] Schedule
                  Attachment R - [**] Process
                  Attachment S - [**] Standards
                  Attachment T - Production Schedule [**]
                  Attachment U - [**] Standards
                  Attachment V -[**] Committee
         H        Transition Plan
         I        Excluded Services
         J        Charges
         K        Base Case
         L        Projects
         M        Affected Employees
         M.1      Amdocs Benefit Plan
         N        Direct Amdocs Competitors
         O.1      SBC Facilities
         O.2      Amdocs Facilities

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                                                           Agreement No.02026409

         O.3      SBC Provided Equipment
         O.4      SBC Supplied Items, Equipment and Specifications
         P        Direct SBC Competitors
         Q        Satisfaction Survey
         QA       Quality Assurance
         R        Reports
         S        SBC Standards
         T        Supplier Diversity Participation Plan
         U        Amdocs Proposal
         V        [Reserved]
         W        [Reserved]
         X        License Agreement

         EXHIBIT:
         Exhibit 1:   Form of Invoice
         Exhibit 2:   Form of Stock Purchase Agreement
         Exhibit 3:   [Reserved]
         Exhibit 4:   Form of Order
         Exhibit 5:   Form of Nondisclosure Agreement With Certain Exiting
                      Amdocs Personnel
         Exhibit 6:   Forms of Nondisclosure Agreements for Consultants,
                      Contractors and Subcontractors

3.       TERM.

3.1      INITIAL TERM.

         The initial term of this Agreement shall commence as of 12:00:01 a.m.,
         Eastern Time on the Effective Date and continue until 11:59:59 p.m.,
         Eastern Time, on February 28, 2010 (the "INITIAL TERM") unless this
         Agreement is terminated as provided herein or extended as provided in
         SECTION 3.2 or 4.4(A)(2), in which case this Agreement shall terminate
         effective at 11:59:59 p.m., Eastern Time, on the effective date of such
         termination or the date to which this Agreement is extended.

3.2      EXTENSION.

         If SBC desires to renew this Agreement after the Initial Term, SBC
         shall provide written notice to Amdocs of its desire to do so at least
         [**] prior to the expiration of this Agreement (the Initial Term,
         together with any renewal term (the "TERM" or "TERM OF THIS
         AGREEMENT"). The Parties shall thereafter negotiate in good faith with
         respect to the terms and conditions upon which the Parties will renew
         this Agreement and thereafter execute such renewal. In the event the
         Parties [**] of this Agreement, SBC may, at its

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                                                           Agreement No.02026409

         sole option, extend the term of this Agreement [**] in this Agreement.
         [**] of the Initial Term.

4.       SERVICES.

4.1      OVERVIEW.

         (a)      SERVICES. Commencing on the Commencement Date, Amdocs shall
                  provide the Services to SBC, the Eligible Recipients [**]. The
                  Services shall consist of the following, as they may evolve
                  during the term of this Agreement or be supplemented,
                  enhanced, modified or replaced in accordance with this
                  Agreement:

                  (i)      The services, functions and responsibilities
                           described in this Agreement including its Schedules;

                  (ii)     [**] performed during the [**] Commencement Date [**]
                           of this Agreement, [**]in this Agreement (provided
                           that, in the [**]; and

                  (iii)    [**] Amdocs is [**] pursuant to this Agreement [**].

         (b)      INCLUDED SERVICES. [**] in this Agreement [**] in accordance
                  with this Agreement, they shall be deemed [**] in this
                  Agreement. [**]

         (c)      REQUIRED RESOURCES. Except as otherwise expressly provided in
                  this Agreement, Amdocs shall be responsible for providing the
                  facilities, personnel, Equipment, Software, technical
                  knowledge, expertise and other resources necessary to provide
                  the Services.

         (d)      AMDOCS RESPONSIBILITY. [**] in this Agreement, Amdocs shall
                  [**] in accordance with this Agreement [**].

         (e)      EXCLUDED SERVICES. Commencing on the Commencement Date, SBC
                  shall perform the Excluded Services. The Excluded Services
                  shall consist of the services as set forth in SCHEDULE I, as
                  they may evolve during the term of this Agreement or be
                  supplemented, enhanced, modified or replaced.

4.2      MODERNIZATION SERVICES

         (a)      MODERNIZATION SERVICES. During the Modernization Period,
                  Amdocs shall perform the Modernization Services described in
                  the Modernization Plan in accordance with the Modernization
                  Milestones. Amdocs shall perform the Modernization Services in
                  accordance with relevant provisions of the Schedules

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                                                           Agreement No.02026409

                  to this Agreement governing the performance of the Outsourcing
                  Services (e.g., the application development and maintenance
                  provisions of Part 1 of SCHEDULE E). [**] in the Modernization
                  Plan [**] in the Amdocs Response, [**] of the Modernization
                  Services to be performed, [**] the scope of Modernization
                  Services shall be [**]. During the Modernization Period, [**]
                  in the Modernization Plan. Unless otherwise agreed, [**]
                  parties in connection with the Modernization, [**] in the
                  Modernization Plan as [**] as further set forth in the
                  Modernization Plan, including [**]); and (ii) be included
                  [**]. At a minimum, the [**] the Modernization Services must
                  [**] in the Modernization Plan.

         (b)      MODERNIZATION PLAN. The Modernization Plan identifies, among
                  other things, (i) the Modernization Services activities to be
                  performed by Amdocs and the significant components and
                  subcomponents of each such activity; (ii) the Deliverables to
                  be completed by Amdocs; (iii) the date(s) by which each such
                  activity or Deliverable is to be completed (the "MODERNIZATION
                  MILESTONES"); (iv) the contingency or risk mitigation
                  strategies to be employed by Amdocs in the event of disruption
                  or delay; (v) any Modernization Services responsibilities to
                  be performed or Modernization Services resources to be
                  provided by SBC; (vi) the Testing plan; and (vii) a more
                  detailed work plan to be provided in accordance with the
                  requirements in SCHEDULE A.

         (c)      PERFORMANCE. Amdocs shall perform the Modernization Services
                  in a manner that will not (i) materially disrupt or adversely
                  impact the business or operations of SBC or the Eligible
                  Recipients, (ii) disrupt the sales and/or printing processes
                  and cycles inherent in SBC's business, (iii) materially
                  degrade any of the Services then being received by SBC and the
                  Eligible Recipients, (iv) materially disrupt or interfere with
                  SBC and the Eligible Recipients' ability to obtain the full
                  benefit of the Services, except as may be otherwise
                  specifically provided in the Modernization Plan or as
                  otherwise agreed by the Parties, or (v) degrade the Service
                  Levels. [**], Amdocs shall [**] in Amdocs' plans, [**] under
                  this Agreement). Amdocs shall identify and resolve, with SBC's
                  reasonable assistance, any problems that may impede or delay
                  the timely completion of each task in the Modernization Plan
                  that is Amdocs' responsibility and shall use all commercially
                  reasonable efforts to assist SBC with the resolution of any
                  problems that may impede or delay the timely completion of
                  each task in the Modernization Plan that is SBC's
                  responsibility. Amdocs shall promptly bring to the attention
                  of the SBC Contract Office any actual or potential delays in
                  the Modernization Plan or Modernization Services or any actual
                  or potential defects in the Modernization Services or the
                  Developed Materials, regardless of whether such delays or
                  defects are caused by Amdocs, SBC and/or any third party. SBC
                  shall promptly notify Amdocs in the event it determines that
                  SBC will be delayed in, or incapable of, performing any of its
                  obligations under the Modernization Plan.

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                                                           Agreement No.02026409

         (d)      REPORTS. Amdocs shall regularly report to SBC on its progress
                  in performing its responsibilities and meeting the timetable
                  set forth in the Modernization Plan. Amdocs also shall provide
                  written reports to SBC at least monthly regarding such
                  matters, and shall provide oral reports more frequently if
                  reasonably requested by SBC. [**] any information [**] set
                  forth in the Modernization Plan, [**] therewith.

         (e)      [**] the Modernization Plan [**] (as identified in the
                  Modernization Plan) by the [**], [**], commencing on the [**]
                  Date, [**]. The Parties agree that such [**] are [**] as of
                  the date of this Agreement of the [**] in the event the
                  respective [**] is not met and shall be [**] for [**] in
                  meeting the [**]. In no event will Amdocs [**].[**]

         (f)      DEFINED MATERIAL BREACH. Subject to the provisions [**] (as
                  identified in the Modernization Plan) within [**] after the
                  [**] Date for the [**] within six (6) months after the [**]
                  Date for the [**] shall be [**] this Agreement [**]. The
                  Parties agree that [**] pursuant to [**] as of the date of
                  this Agreement of the [**]. Following [**] during the period
                  in which [**]. The statement in this SECTION 4.2(f) (or
                  elsewhere in this Agreement) that [**] of this Agreement [**]
                  by this Agreement.

4.3      TRANSITION SERVICES.

         (a)      TRANSITION. During the Transition Period, Amdocs shall perform
                  the Transition Services and provide the deliverables described
                  in the Transition Plan. [**] described in the Transition Plan
                  [**] of the Transition Services [**] of the Transition
                  Services in accordance with this Agreement, [**] of the
                  Transition Services, [**] in the Transition Plan. During the
                  Transition Period, SBC will perform those tasks which are
                  designated to be SBC's responsibility in the Transition Plan.
                  Unless otherwise agreed, SBC shall not incur any charges, fees
                  or expenses payable to Amdocs or third parties in connection
                  with the Transition Services, other than those charges, fees
                  and expenses specified in SCHEDULE J and those incurred by SBC
                  in connection with its performance of tasks designated in the
                  Transition Plan as SBC's responsibility.

         (b)      TRANSITION PLAN. The Transition Plan identifies, among other
                  things, (i) the transition activities to be performed by
                  Amdocs and the significant components and subcomponents of
                  each such activity, (ii) the deliverables to be completed by
                  Amdocs, (iii) the date(s) by which each such activity or
                  deliverable is to be completed (the "TRANSITION MILESTONES"),
                  (iv) the contingency or risk mitigation strategies to be
                  employed by Amdocs in the event of disruption or delay, and
                  (v) any transition responsibilities to be performed or
                  transition resources to be provided by SBC. Thereafter, [**]
                  after the Effective Date, Amdocs shall prepare and deliver to
                  SBC for SBC's review, comment and approval a detailed work
                  plan

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                                                           Agreement No.02026409

                  based on and consistent with the Transition Plan. Such
                  detailed work plan shall become a part of the Transition Plan
                  and be incorporated therein.

         (c)      PERFORMANCE. Amdocs shall perform the Transition Services
                  described in the Transition Plan in accordance with the
                  Transition Milestones set forth therein. Amdocs shall provide
                  all cooperation and assistance reasonably required or
                  requested by SBC in connection with SBC's evaluation or
                  testing of the deliverables set forth in the Transition Plan.
                  Amdocs shall perform the Transition Services so as to avoid or
                  minimize to the extent possible (i) any material disruption to
                  or adverse impact on the business or operations of SBC or the
                  Eligible Recipients, (ii) any degradation of the Services then
                  being received by SBC or the Eligible Recipients, or (iii) any
                  material disruption or interference with the ability of SBC or
                  the Eligible Recipients to obtain the full benefit of the
                  Services, except as may be otherwise provided in the
                  Transition Plan. [**], Amdocs shall [**] in Amdocs' plans,
                  [**] under this Agreement). Amdocs shall identify and resolve,
                  with SBC's reasonable assistance, any problems that may impede
                  or delay the timely completion of each task in the Transition
                  Plan that is Amdocs' responsibility and shall use all
                  commercially reasonable efforts to assist SBC with the
                  resolution of any problems that may impede or delay the timely
                  completion of each task in the Transition Plan that is SBC's
                  responsibility.

         (d)      REPORTS. Amdocs shall [**] report on its progress in
                  performing its responsibilities and meeting the timetable set
                  forth in the Transition Plan. Amdocs also shall provide
                  written reports to SBC [**] regarding such matters, and shall
                  provide [**]. Promptly upon receiving any information
                  indicating that Amdocs may not perform its responsibilities or
                  meet the timetable set forth in the Transition Plan, Amdocs
                  shall notify SBC in writing of material delays and shall
                  identify for SBC's consideration and approval specific
                  measures to address such delay and mitigate the risks
                  associated therewith.

         (e)      ADJUSTMENT. During the Transition Period, [**]. If Amdocs [**]
                  will be [**].

         (f)      TERMINATION FOR CAUSE. Notwithstanding the foregoing, SBC may
                  terminate this Agreement for cause pursuant to the provisions
                  set forth under SECTION 20.1(a) if Amdocs' failure to meet any
                  Transition Milestone constitutes a material breach of this
                  Agreement.

4.4      TERMINATION ASSISTANCE SERVICES.

         (a)      AVAILABILITY. As part of the Services, [**], Amdocs shall
                  provide to SBC or SBC's designee the Termination Assistance
                  Services described in SECTION 4.4(b).

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                                                           Agreement No.02026409

                  (1)      PERIOD OF PROVISION. Amdocs shall provide such
                           Termination Assistance Services to SBC or its
                           designee (i) commencing upon notice up to [**] prior
                           to the expiration of this Agreement or on such
                           earlier date as SBC may request and continuing for up
                           to [**] following the effective date of the
                           expiration of this Agreement, (ii) commencing upon
                           any notice of termination (including notice based
                           upon breach or default by SBC, breach or default by
                           Amdocs or termination for convenience by SBC) of this
                           Agreement, and continuing for up to [**] following
                           the effective date of such termination of all or part
                           of the Services, or (iii) commencing upon notice of
                           termination of all or part of the Services [**] and
                           continuing for up to [**] following the effective
                           date of such termination.

                  (2)      EXTENSION OF SERVICES. [**] the period following the
                           effective date of any [**] Termination Assistance
                           Services, provided that [**] the effective date and
                           the [**] Termination Assistance Services
                           [**].[**]

                  (3)      FIRM COMMITMENT. Amdocs shall provide Termination
                           Assistance Services to SBC or its designee regardless
                           of the reason for the expiration or termination of
                           this Agreement; provided, if this Agreement is
                           rightfully terminated by Amdocs under SECTION 20.1(b)
                           for failure to pay amounts due under this Agreement,
                           Amdocs may require SBC to pay in advance for
                           Termination Assistance Services provided or performed
                           under this SECTION 4.4. [**] Amdocs shall provide
                           Termination Assistance Services [**]; provided that,
                           [**], all such Termination Assistance Services shall
                           be performed subject to and in accordance with the
                           terms and conditions of this Agreement.

                  (4)      PERFORMANCE. To the extent SBC requests Termination
                           Assistance Services, such Services shall be provided
                           subject to and in accordance with the terms and
                           conditions of this Agreement. Amdocs shall perform
                           the Termination Assistance Services with at least the
                           same degree of accuracy, quality, completeness,
                           timeliness, responsiveness and resource efficiency as
                           it provided and was required to provide the same or
                           similar Services during the term of this Agreement.
                           [**] of this Agreement as to [**] and shall [**]
                           until such time [**] pursuant to this SECTION 4.4,
                           and further provided that [**] the Termination
                           Assistance Services, [**].

         (b)      SCOPE OF SERVICE. As part of the Termination Assistance
                  Services, Amdocs will timely transfer the control and
                  responsibility for all information technology functions and
                  Services previously performed by or for Amdocs to SBC and/or
                  SBC's designees by the execution of any documents reasonably
                  necessary to effect such transfers. Additionally, Amdocs shall
                  provide any and all reasonable assistance requested by SBC:

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                          except by written agreement.

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                                                           Agreement No.02026409

                           (i)      to assist SBC in operating the Systems
                           efficiently;

                           (ii)     to minimize the interruption or adverse
                           effect of the termination or expiration of this
                           Agreement;

                           (iii)    to transfer the Services to SBC and/or its
                           designee(s) in an orderly fashion

                  In addition, in connection with such termination or
                  expiration, Amdocs will provide the following assistance and
                  Services at SBC's direction:

                  (1)      GENERAL SUPPORT. Amdocs shall, at SBC's request (i)
                           assist SBC in developing a written transition plan
                           for the transition of the Services to SBC or SBC's
                           designee, which plan shall include capacity planning,
                           facilities planning, human resources planning,
                           telecommunications planning and other planning
                           necessary to effect the transition, (ii) perform
                           programming and consulting services as requested to
                           assist in implementing the transition plan, (iii)
                           train personnel designated by SBC in the use of any
                           Equipment, Software, Systems, Materials or tools used
                           in connection with the provision of the Services,
                           (iv) catalog all Software, SBC Data, Equipment,
                           Materials and tools used to provide the Services, (v)
                           provide machine readable and printed listings and
                           associated documentation for source code for Software
                           owned by SBC and source code to which SBC is entitled
                           under this Agreement (to the extent such source code
                           has been made available to Amdocs and is required or
                           necessary for the performance of the Services) and
                           assist in its re-configuration, (vi) analyze and
                           report on the space required for the SBC Data and the
                           Software needed to provide the Services, (vii) assist
                           in the execution of a parallel operation, data
                           migration and testing process, (viii) create and
                           provide copies of the SBC Data in Amdocs' control or
                           possession in the format and on the media reasonably
                           requested by SBC provide a complete and up-to-date,
                           electronic copy of the Policy and Procedures Manual
                           in the format and on the media reasonably requested
                           by SBC, and (ix) provide other technical assistance
                           as requested by SBC. [**].

                  (2)      [**] of this Agreement [**]): (i) subject to the
                           following two sentences, any [**] (which shall
                           include all [**] from any SBC Site or any location to
                           which Amdocs relocates Services previously performed
                           at an SBC Site) within the 12-month period prior to
                           the expiration or termination date; and (ii) any
                           [**]) shall [**] services (i.e., - [**]) for the
                           [**]. SBC and Amdocs [**] shall be [**]. Amdocs shall
                           [**] and shall[**], if any, [**]. SBC

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                          except by written agreement.

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                                                           Agreement No.02026409

                           [**] shall have [**]. SBC shall [**] that is [**]
                           under this Agreement. [**] after the Term, Amdocs
                           [**] or [**] by Amdocs

                  (3)      [**]SOFTWARE. Subject to and in accordance with the
                           provisions of SECTION 14.6 and SECTION 6.4(c), Amdocs
                           shall provide, and hereby grants to, SBC, the
                           Eligible Recipients and/or SBC's designee certain
                           license, sublicense and/or other rights to certain
                           Software and other Materials used by Amdocs, Amdocs
                           Affiliates or Subcontractors in performing the
                           Services, including, where SBC had the right thereto,
                           [**] to such Software or other Materials [**]. Such
                           Software and other Materials shall be transferred in
                           Good Working Order as of the expiration or
                           termination date or the completion of any Services
                           requiring such Software and other Materials requested
                           by SBC under SECTION 4.4(b)(7), whichever is later.

                  (4)      [**] the Services (which shall include [**]). Such
                           [**], as of the [**] requiring such [**]. Amdocs
                           shall [**] so as to be [**], or for [**] to be
                           provided [**]. In the case of [**], Amdocs shall
                           [**]. Such [**], the Parties shall [**]. In the case
                           of [**], Amdocs shall [**] that the [**] thereunder
                           have been made [**] at the time.

                  (5)      [**]. Amdocs shall [**] on the Commencement Date,
                           [**]. [**] shall be [**] of any [**].

                  (6)      AMDOCS SUBCONTRACTS AND THIRD PARTY CONTRACTS. Amdocs
                           shall inform SBC of Third Party Contracts used by
                           Amdocs, Subcontractors or Amdocs Affiliates to
                           perform the Services. Subject to SECTION 6.4(c),
                           Amdocs shall, at SBC's request, cause any such
                           Subcontractors or Amdocs Affiliates to permit SBC or
                           its designees to assume prospectively any or all such
                           contracts or to enter into new contracts with SBC or
                           its designees [**]. Amdocs shall, to the maximum
                           extent possible, so assign the designated
                           subcontracts and Third Party Contracts to SBC or its
                           designee as of the expiration or termination date or
                           the completion of any Termination Assistance Services
                           requiring such subcontracts or Third Party Contracts
                           requested by SBC under SECTION 4.4(b)(7), whichever
                           is later. [**]. Amdocs shall (i) represent and
                           warrant that it is not in default under such
                           subcontracts and Third Party Contracts, (ii)
                           represent and warrant that all payments thereunder
                           through the date of assignment are current, (iii)
                           represent and warrant that no payments or charges
                           shall be payable by SBC to Amdocs (or such third
                           party contractor) for benefits or services received
                           by Amdocs under such subcontracts and Third Party
                           Contracts prior to the date of assignment, and (iv)
                           notify SBC of any Subcontractor or third party
                           contractors defaults with respect to such
                           subcontracts and Third Party Contracts of which it is
                           aware at the time.

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                                                           Agreement No.02026409

                  (7)      EXTENSION OF SERVICES. During the period set forth in
                           SECTION 4.4(a)(1) SECTION 4.4(A)(2), Amdocs shall
                           provide to the Eligible Recipient(s), at SBC's
                           request, any or all of the Services being performed
                           by Amdocs prior to the expiration or termination
                           date. [**], SBC will [**] would have been[**] for
                           such Services [**] of the Services be provided [**]
                           SBC will [**] of the Services [**].

                  (8)      RATES AND CHARGES. [**] in accordance with this
                           Agreement, SBC shall pay Amdocs [**]. To the extent
                           [**] Amdocs Personnel (provided, however that Amdocs
                           [**] there will be [**] be provided by Amdocs [**] to
                           be performed by Amdocs, [**].

                  (9)      REPRESENTATION AND WARRANTY. Amdocs represents and
                           warrants that (a) the Software and Equipment to be
                           offered to SBC under this SECTION 4.4(b) will be the
                           same or substantially the same Software and Equipment
                           that will have been used by Amdocs immediately prior
                           to the expiration or termination date or the
                           completion of any Services requiring such Software or
                           Equipment requested by SBC under Section 4.4(b)(8),
                           whichever is later, and that will be required and
                           relevant in order for SBC or its designee to provide
                           the Services as of such date, and (b) such Software
                           and Equipment, shall be sufficient on the date all
                           Services are completed under this Agreement for SBC
                           or its designee to provide the Outsourcing Services
                           to be provided on such date.

         (c)      SURVIVAL OF TERMS. This SECTION 4.4 shall survive
                  termination/expiration of this Agreement.

4.5      USE OF THIRD PARTIES.

         (a)      [**]. Nothing in this Agreement [**], and notwithstanding
                  anything to the contrary contained herein, this Agreement [**]
                  described in this Agreement [**] in this Agreement [**] as set
                  forth in this SECTION 20.6.

         (b)      AMDOCS COOPERATION. Amdocs shall fully cooperate with and work
                  in good faith with SBC or SBC Third Party Contractors as
                  described in SCHEDULE E or requested by SBC [**]. Such
                  cooperation shall include: (i) timely providing access to any
                  facilities being used to provide the Services, as necessary
                  for SBC personnel or SBC Third Party Contractors to perform
                  the work assigned to them; (ii) timely providing reasonable
                  electronic and physical access to the business processes and
                  associated Equipment, Software [**] and/or Systems to the
                  extent necessary and appropriate for SBC personnel or SBC
                  Third Party Contractors to perform the work assigned to them;
                  (iii) timely providing written requirements,

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                                                           Agreement No.02026409

                  standards, policies or other documentation for the business
                  processes and associated Equipment, Software or Systems
                  procured, operated, supported or used by Amdocs in connection
                  with the Services; (iv) [**]; or (v) any other cooperation or
                  assistance reasonably necessary for SBC personnel or SBC Third
                  Party Contractors to perform the work in question. SBC
                  personnel and SBC Third Party Contractors shall comply with
                  Amdocs' security and confidentiality requirements, and shall,
                  to the extent performing work on Software, Equipment or
                  Systems for which Amdocs has operational responsibility,
                  comply with Amdocs' standards, methodologies, and procedures.

         (c)      NOTICE BY AMDOCS. Amdocs shall immediately notify SBC when it
                  becomes aware that an act or omission of SBC or an SBC Third
                  Party Contractor will cause, or has caused, a problem or delay
                  in providing the Services, and shall use commercially
                  reasonable efforts to work with SBC and the SBC Third Party
                  Contractor to prevent or circumvent such problem or delay.
                  Amdocs shall cooperate with SBC and SBC Third Party
                  Contractors to resolve differences and conflicts arising
                  between the Services and other activities undertaken by SBC or
                  SBC Third Party Contractors. If, despite the foregoing efforts
                  of Amdocs and SBC, Amdocs' performance of the Services is
                  adversely impacted by the performance of work by SBC or any
                  such SBC Third Party Contractor on any Software or Equipment,
                  Amdocs' failure to perform its responsibilities under this
                  Agreement (including its responsibility for associated Service
                  Level [**]) [**] during such period [**] (i) Amdocs' providing
                  SBC reasonable notice in writing of any such Amdocs
                  non-performance or anticipated inability to perform, and (ii)
                  Amdocs' continuing to use commercially reasonable efforts to
                  perform the Services or perform a work around for such acts or
                  omissions. [**] Amdocs [**] that Amdocs [**], SBC shall [**]
                  Amdocs [**] by Amdocs [**], provided that, (i) Amdocs [**];
                  and (ii) Amdocs [**].

4.6      TESTING AND ACCEPTANCE TEST PROCEDURES.

         (a)      TESTING. At the end [**] and in accordance with the
                  Modernization Plan and [**] in accordance with such Order,
                  SBC, with Amdocs' cooperation and support shall conduct
                  Testing of the Deliverables thereunder (and with respect to
                  [**], the Amdocs System) to determine if such Amdocs System
                  and Deliverables are in Compliance. If any Testing reveals any
                  Noncompliance, Amdocs shall (i) remedy such Noncompliance as
                  promptly as reasonably possible; (ii) resubmit the Amdocs
                  System or Deliverable for review and Testing; and (iii)
                  ensure, until Acceptance of such Modernization Milestone, that
                  the existing SBC Systems to be replaced pursuant to the
                  Modernization Milestone continue to provide the Services [**].
                  The Parties will work together to agreed upon a Schedule to
                  remedy, within [**], the Noncompliance (or such other
                  commercially reasonable

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                                                           Agreement No.02026409

                  time period agreed to by the Governance Team) after the
                  earlier of: (i) notice of Noncompliance from SBC; or (ii)
                  Amdocs' discovery of such Noncompliance. The cost of any
                  cooperation, support or remedial action or additional Testing
                  required under this SECTION 4.6(a) shall be [**] under
                  this[**]Agreement, [**]. Any extension by SBC of the
                  Acceptance Test Period (not caused or the result of
                  Noncompliance caused by Amdocs) and the resulting impact of
                  such extension of the Acceptance Testing Period (including on
                  Amdocs' Schedule of delivery of future Modernization
                  Milestones) shall be subject to the provisions of SECTION 9.5.
                  Amdocs shall provide SBC with an estimate of such impact.
                  Amdocs shall not be deemed to have failed to meet any
                  Modernization Milestone to the extent such failure is caused
                  by SBC's extension of an Acceptance Test Period excluding
                  incidents caused by or the result of Noncompliance caused by
                  Amdocs. [**], Amdocs shall [**] pursuant to [**].

         (b)      ACCEPTANCE PROCEDURES. During the testing period set forth in
                  Schedule A (or the applicable order) SBC shall test
                  deliverable(s) after receipt of the notice of completion for
                  such deliverable(s) ("Acceptance Test Period"). If the
                  deliverables successfully complete the acceptance tests during
                  the acceptance test period, SBC shall indicate its written
                  acceptance thereof and deliver such acceptance to Amdocs. In
                  no event will [**]. Any disputes regarding compliance of
                  deliverables shall be referred for resolution to the
                  escalation process set forth in Part 5 of Schedule E, [**].
                  For the avoidance of doubt, [**]

4.7      ON-SITE SUPPORT.

         Amdocs shall [**] in accordance with [**] to the Commencement Date.

5.       [**].

5.1      AMDOCS RESPONSIBILITY.

         [**], Amdocs shall assume primary responsibility for all administrative
         activities necessary to obtain [**]. SBC will cooperate with and assist
         Amdocs in obtaining the [**] by executing certain written
         communications and other documents prepared or provided by Amdocs and
         SBC. [**]l, Amdocs shall [**] Amdocs has [**].

5.2      FINANCIAL RESPONSIBILITY.

         The responsibility for [**] and/or [**] shall be [**], and the parties
         [**].

5.3      CONTINGENT ARRANGEMENTS.

         [**], Amdocs and SBC [**], then, [**], Amdocs shall [**] as are
         necessary [**] SBC and Amdocs[**] following the Commencement Date, then
         [**] SBC shall [**] and/or [**], and any [**] to SBC[**] to SBC [**]
         SBC to [**] Amdocs. [**]SBC [**] responsibility

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         for such Services, [**]SBC may [**] Amdocs [**] SBC [**] SBC to [**].
         [**] shall be as set forth [**] SBC [**] for all purposes. [**] for
         which [**] SBC. Except as otherwise expressly provided herein, [**]
         under this Agreement.

6.       FACILITIES, SOFTWARE, EQUIPMENT, CONTRACTS AND ASSETS ASSOCIATED WITH
         THE PROVISION OF SERVICES.

6.1      SERVICE FACILITIES.

         (a)      SERVICE FACILITIES. The Services shall be provided at or from
                  (i) the SBC Facilities described on SCHEDULE O.1, (ii) the
                  service locations owned or leased by Amdocs and described on
                  SCHEDULE O.2, each of which must be approved in advance by
                  SBC, or (iii) any other service location approved by Amdocs
                  and SBC.

         (b)      SBC FACILITIES. SBC shall provide Amdocs with the use of and
                  access to the SBC Facilities (or equivalent space) described
                  in SCHEDULE O.1 for the periods specified therein solely as
                  necessary for Amdocs to perform its obligations under this
                  Agreement, to perform other services for SBC and its
                  Affiliates and Amdocs' general internal administrative
                  activities (e.g., corporate human resources and legal
                  services). Amdocs [**] after the Commencement Date. Amdocs
                  shall [**]. SBC shall [**] in connection with [**].
                  Notwithstanding the foregoing, Amdocs shall [**] with Amdocs,
                  and shall [**] provided for [**] under this Agreement shall
                  [**]. In addition, [**] Amdocs shall [**]. Amdocs [**] on the
                  Commencement Date, [**] will be provided to Amdocs [**],
                  Amdocs [**] of this Agreement [**]; provided, however, that
                  [**]. EXCEPT AS OTHERWISE SET FORTH HEREIN [**] BY AMDOCS,
                  [**].

         (c)      NO LEASE. This Agreement is a services agreement and is not
                  intended to and will not constitute a lease of any real
                  property. Amdocs: (i) has been granted only a license to
                  occupy the SBC Facilities; (ii) has not been granted any real
                  property interest in the SBC Facilities; and (iii) [**].

         (d)      CHANGES TO LEASE TERMS. [**] Amdocs [**], SBC shall [**],
                  subject to the [**] from, and the [**], Amdocs shall [**] to
                  Amdocs hereunder [**].

         (e)      FURNITURE, FIXTURES AND EQUIPMENT. The office facilities
                  provided by SBC for the use of Amdocs Personnel will be
                  maintained in good working order and will be generally
                  comparable to the office space occupied by (i) the
                  Transitioned Employees prior to the Commencement Date or (ii)
                  the then-standard office space occupied by similarly situated
                  SBC employees. Amdocs shall be permitted to use the office
                  furniture being used by the Transitioned Employees as of the
                  Commencement Date to furnish such office space. [**] for
                  providing all other

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                  office furniture and fixtures needed by Amdocs or Amdocs
                  Personnel (including Transitioned Employees) to provide the
                  Services, and for all upgrades, replacements and additions to
                  such furniture or fixtures; provided that such furniture and
                  fixtures must be [**] by SBC and meet SBC's then-current
                  standards; and provided further that Amdocs shall use
                  commercially reasonable efforts to purchase and use [**], if
                  [**] to other furniture and fixtures reasonably and
                  commercially [**]. Amdocs Personnel using the office
                  facilities provided by SBC will be accorded reasonable access
                  to the communications wiring in such facilities (including
                  fiber, copper and wall jacks) and the use of certain shared
                  office equipment and services, such as photocopiers, local and
                  long distance telephone service for SBC-related (domestic
                  U.S.A.) calls, telephone handsets, mail service, office
                  support service (e.g., janitorial), heat, light, and air
                  conditioning ("UTILITY RESOURCES"); [**]. SBC shall notify
                  Amdocs if SBC believes [**]. The allocation between the
                  Parties of responsibility for any [**].

         (f)      DATA CENTER [**]. SBC shall provide, and Amdocs shall obtain
                  from SBC and use, the [**] provided by SBC at the [**] as set
                  forth in SCHEDULE I. The SBC [**] shall include the SBC
                  owned/managed [**], including [**]. In connection with
                  providing the SBC [**], SBC shall provide, and Amdocs shall
                  obtain from SBC and use, SBC's personnel to provide on site,
                  [**]). Amdocs personnel will be responsible for [**]).

         (g)      AMDOCS' USE OF SBC IT [**]. Access to the Amdocs System
                  located in the [**] environment for Amdocs Personnel will be
                  limited by [**]. Amdocs Personnel will not be permitted to
                  [**]. Amdocs will retain overall responsibility for the
                  integrity of the Amdocs System residing in the SBC IT Managed
                  Data Center environment. SBC will retain overall
                  responsibility for the SBC IT Managed Data Center environment,
                  the connection to that environment and the integrity of that
                  environment. Amdocs' administrative and/or personnel's use and
                  access to the environment will be [**]. While access will be
                  [**], Amdocs will be provided access as required for Amdocs
                  [**] and for Amdocs to be able to [**]. No Amdocs Personnel
                  will be located [**] at the SBC IT [**]. SBC will [**] as
                  needed for Amdocs' Personnel, vendors or other entities
                  needing [**] to the Amdocs System in the [**]. Amdocs will
                  provide and maintain [**] of Amdocs Personnel and/or vendors
                  requiring [**].

         (h)      AMDOCS' USE OF SBCDO [**]. Access to the [**] located in the
                  SBCDO [**] environments for Amdocs Personnel will be permitted
                  but Amdocs will be required to adhere to SBC Rules governing
                  [**]. Amdocs Personnel will not be permitted to [**]. Amdocs
                  will retain overall responsibility for the [**] of the [**].
                  SBC will retain overall responsibility for the SBCDO [**].
                  Amdocs' administrative and/or Amdocs Personnel's use and
                  access to the environments

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distribution within those companies or for distribution outside those companies
                          except by written agreement.

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                                                           Agreement No.02026409

                  will be [**]. Amdocs will be provided [**] as required for
                  Amdocs to ensure the [**]. Amdocs Personnel will be located
                  [**] at the SBCDO [**]. SBC will [**] as needed for Amdocs'
                  Personnel, vendors or other entities needing [**] the SBCDO
                  [**] to provide other services to the [**]. Amdocs will
                  provide and maintain an [**] to SBC of Amdocs Personnel and/or
                  vendors requiring [**].

         (i)      AMDOCS' RESPONSIBILITIES REGARDING [**]. To the extent any
                  Equipment provided or used by Amdocs or Amdocs Personnel
                  (except for SBC Provided Equipment) is connected directly to
                  the [**], such Equipment shall be (i) subject to [**] by SBC,
                  (ii) in strict compliance with [**], and (iii) in strict
                  compliance with [**]. Amdocs shall not [**].

         (j)      AMDOCS' RESPONSIBILITIES. Except as provided in SECTIONS
                  6.1(a), (b), (e), (f), (g) and (h) and SECTION 6.5, Amdocs
                  shall be responsible for providing all furniture, fixtures,
                  equipment, space and other facilities required to perform the
                  Services and all upgrades, improvements, replacements and
                  additions to such furniture, fixtures, equipment, space and
                  facilities. Without limiting the foregoing, Amdocs shall (i)
                  provide all maintenance, site management, site administration
                  and similar services for the Amdocs owned or controlled
                  facilities, and (ii) provide uninterrupted power supply
                  services for the designated Software, Equipment, Systems at
                  the Amdocs owned or controlled facilities.

         (k)      PHYSICAL SECURITY. SBC is responsible for the physical
                  security of the SBC Facilities and Sites; provided, that
                  Amdocs shall be responsible for the safety and physical access
                  and control of the areas that Amdocs is using in performing
                  the Services (excluding the SBC IT Managed Data Centers, the
                  SBCDO Managed Data Centers) and Amdocs shall not permit any
                  person to have access to, or control of, any such area unless
                  such access or control is permitted in accordance with control
                  procedures approved by SBC or any higher standard agreed to by
                  SBC and Amdocs (all to the extent that SBC provides Amdocs the
                  physical ability to limit access and control over such areas).
                  Amdocs shall be solely responsible for compliance by Amdocs
                  Personnel with such control procedures, including obtaining
                  advance approval to the extent required.

         (l)      SECURITY. Except as provided in SECTION 6.1(j), Amdocs shall
                  maintain and cause Amdocs Personnel to adhere to the
                  operational, safety and security standards, requirements and
                  procedures then in effect at the SBC Facilities described in
                  SECTION 6.1(a), as such standards, requirements and procedures
                  may be modified by SBC from time to time (to the extent Amdocs
                  has received written notice of such standards, requirements
                  and procedures or modifications thereof).

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distribution within those companies or for distribution outside those companies
                          except by written agreement.

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                                                           Agreement No.02026409

         (m)      EMPLOYEE SERVICES. Subject to applicable security
                  requirements, SBC will permit Amdocs Personnel to use certain
                  employee facilities [**] at the SBC Facilities that are [**].
                  The employee facilities in question [**] of Amdocs Personnel's
                  permitted use shall be specified in writing by SBC and shall
                  be subject to modification [**]. Amdocs Personnel will not be
                  permitted to use employee facilities designated by SBC [**]USE
                  OF SBC FACILITIES. Unless Amdocs obtains SBC's prior written
                  agreement, which may be withheld by SBC in its sole
                  discretion, Amdocs shall use the SBC Facilities, and the
                  Equipment and Software located therein, [**] to SBC, SBC
                  Affiliates and the Eligible Recipients, [**]. SBC reserves the
                  right, upon at least [**], to relocate an SBC Facility from
                  which the Services are then being provided by Amdocs to
                  another geographic location; provided that, in such event,
                  [**]. In such event, SBC shall [**]; provided that Amdocs
                  notifies SBC of such [**], obtains SBC's approval prior to
                  [**]; and uses commercially reasonable efforts to [**]. SBC
                  also reserves the right to direct Amdocs to [**] provided by
                  Amdocs and to thereafter [**]. In such event, any [**]
                  provided that Amdocs notifies SBC of such [**], obtains SBC's
                  approval prior to [**].

         (n)      CONDITIONS FOR RETURN. Upon any vacation by Amdocs of SBC
                  Facilities, Amdocs shall return such SBC Facilities (including
                  any improvements to such facilities made by or at the request
                  of Amdocs) to SBC in substantially the same condition as when
                  such facilities were first provided to Amdocs, subject to
                  reasonable wear and tear and any improvements to such
                  facilities made by or at the request of Amdocs; provided,
                  however, that Amdocs shall not be responsible for the acts of
                  SBC or its personnel or subcontractors (other than Amdocs and
                  its Subcontractors and Affiliates) causing damage to such
                  facilities.

         (o)      NO VIOLATION OF LAWS. Amdocs shall (i) treat, use and maintain
                  the SBC Facilities in a reasonable manner, and (ii) ensure
                  that neither Amdocs nor any of its Subcontractors commits, and
                  use all reasonable efforts to ensure that no third party
                  commits, any act in violation of any Laws in such Amdocs
                  occupied SBC Facility or any act in violation of SBC's
                  insurance policies or in breach of SBC's obligations under the
                  applicable real estate leases in such Amdocs occupied SBC
                  Facilities (in each case, to the extent Amdocs has received
                  notice of such insurance policies or real estate leases or
                  should reasonably be expected to know of such obligations or
                  limitations).

         (p)      ASSET INVENTORY REPORT AND MANAGEMENT SYSTEM. Amdocs shall
                  complete development of the Asset Inventory Management System
                  by the end of the [**] period after the Commencement Date.
                  Amdocs shall provide SBC with [**] access to the Asset
                  Inventory Management System. In the interim, Amdocs shall
                  provide to SBC upon each anniversary of the Effective Date a
                  full written

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distribution within those companies or for distribution outside those companies
                          except by written agreement.

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                                                           Agreement No.02026409

                  inventory in electronic format of all Equipment and Software
                  used by Amdocs to provide the Services or for which Amdocs has
                  administrative or financial responsibility in connection with
                  this Agreement.

6.2      USE OF AMDOCS FACILITIES.

         During the term of this Agreement, Amdocs will provide to SBC [**] (i)
         reasonable use of Amdocs facilities at Amdocs sites where the Services
         are being performed and (ii) access to reasonable work/conference space
         at Amdocs sites where the Services are being performed, for the conduct
         of SBC's activities related to this Agreement.

6.3      SBC RULES/EMPLOYEE SAFETY.

         (a)      SBC RULES AND COMPLIANCE. In performing the Services and using
                  the SBC Sites, Amdocs shall observe and comply with all SBC
                  policies, rules and regulations applicable to SBC Sites or the
                  provision of the Services, including those set forth on
                  SCHEDULE E.3 and those applicable to specific SBC Sites, all
                  as have been provided to Amdocs in writing (collectively, "SBC
                  RULES"). The Parties acknowledge and agree that, as of the
                  Commencement Date, SBC has fully informed Amdocs as to the SBC
                  Rules, as provided through SCHEDULE E.3 and has provided
                  Amdocs complete copies of the SBC Rules. Amdocs shall be
                  responsible for the promulgation and distribution of SBC Rules
                  to Amdocs Personnel as and to the extent necessary and
                  appropriate. Additions or modifications to the SBC Rules may
                  be communicated by SBC in writing to Amdocs or Amdocs
                  Personnel or may be made available to Amdocs or Amdocs
                  Personnel by posting at an SBC Site, electronic posting or
                  other means generally used by SBC to disseminate such
                  information to its employees or contractors. Amdocs and Amdocs
                  Personnel shall observe and comply with such additional or
                  modified SBC Rules. To the extent that any such additions or
                  modifications materially increase Amdocs' aggregate costs in
                  performing the Services or Amdocs' responsibilities hereunder,
                  the Parties will address such impact through the provisions
                  applicable to New Services under SECTION 9.5.

         (b)      HEALTH AND SAFETY COMPLIANCE. Amdocs and Amdocs Personnel
                  shall familiarize themselves with the premises and operations
                  at each SBC Site at or from which Services are rendered and
                  the SBC Rules applicable to each such Site. Upon Amdocs'
                  request, SBC shall provide Amdocs with the Material Safety
                  Data Sheets (MSDSs) for any hazardous chemical, as that term
                  is defined under the Occupational Health and Safety Act
                  (OSHA), present at any SBC Site. Amdocs is hereby notified
                  that SBC Sites constructed prior to 1981 contain asbestos
                  containing materials (ACM) and/or presumed ACM (PACM) and may
                  also contain both natural and artificial conditions and
                  activities involving risk of harm.

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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

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                                                           Agreement No.02026409

                  Should Amdocs' performance of Services require Amdocs
                  Personnel to disturb or contact ACM/PACM for which SBC has no
                  immediate plans to disturb or contact for other purposes,
                  [**]:

                  (i)      Contacting the appropriate SBC representative
                           responsible for the SBC Site to determine the
                           presence, location, and quantity of ACM/PACM that
                           Amdocs Personnel may reasonably be expected to work
                           in or adjacent to;

                  (ii)     Informing Amdocs Personnel of the presence, location,
                           and quantity of ACM/PACM present in the SBC Site that
                           Amdocs Personnel may reasonably be expected to work
                           in or adjacent to and the precautions to be taken to
                           insure that airborne ACM/PACM is confined to the
                           identified ACM/PACM area;

                  (iii)    Informing the appropriate SBC representative
                           responsible for the SBC Site and other employers or
                           employees at the SBC Site of the presence, location,
                           and quantity of any newly discovered ACM/PACM
                           identified by Amdocs within twenty-four (24) hours of
                           its discovery; and

                  (iv)     Taking necessary safety precautions for Amdocs
                           Personnel and assuring a safe place for performance
                           of Services.

                  When performing Services at SBC Sites in California, Amdocs
                  shall issue warnings in accordance with the California Safe
                  Drinking Water and Toxic Enforcement Act of 1986 ("Proposition
                  65") to SBC personnel and the public at such SBC Sites for
                  exposure to chemicals covered by Proposition 65 introduced by
                  Amdocs or Amdocs Personnel to such SBC Sites. Such warnings
                  may take the form of, but not be limited to, a MSDS for each
                  such chemical.

                  VENDOR IS HEREBY WARNED IN ACCORDANCE WITH PROPOSITION 65 THAT
                  EXPOSURE TO CHEMICALS MAY OCCUR AT SBC SITES. If requested,
                  SBC shall make available to Amdocs and Amdocs Personnel a MSDS
                  for chemicals covered by Proposition 65, if any, at SBC Sites
                  in California, where Amdocs is providing Services. SBC shall
                  also issue any additional Proposition 65 warnings required by
                  Proposition 65 for exposure to chemicals introduced by SBC or
                  SBC personnel to SBC Sites to Amdocs Personnel and the public
                  when Amdocs Personnel are performing Services in SBC Sites in
                  California. Amdocs shall issue appropriate warnings to inform
                  and educate Amdocs Personnel entering SBC Sites of the above
                  information in accordance with Environmental Laws. SBC and
                  Amdocs shall cooperate on such warnings.

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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

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                                                           Agreement No.02026409

6.4      SOFTWARE.

         (a)      FINANCIAL RESPONSIBILITY. Each Party shall be responsible for
                  any third party fees or expenses on or after the Commencement
                  Date associated with the provision of the Services described
                  in this Agreement with respect to Software and related Third
                  Party Contracts for which such Party is financially
                  responsible under SCHEDULES E and E.1. Each Party also shall
                  be responsible for any third party fees or expenses on or
                  after the Commencement Date associated with new, substitute or
                  replacement Software or related Third Party Contracts
                  (including upgrades, enhancements, new versions or new
                  releases of such Software) for which such Party is financially
                  responsible under SCHEDULES E and E.1. With respect to
                  Software licenses and related Third Party Contracts that are
                  transferred to Amdocs by SBC or for which Amdocs otherwise
                  assumes financial responsibility under this Agreement,
                  including those listed on SCHEDULES F.2 and F.3, Amdocs shall
                  (i) pay all amounts becoming due under such licenses or
                  related Agreements, and all related expenses (including any
                  maintenance and/or support charges) relating to periods on or
                  after the Commencement Date; (ii) rebate to SBC any prepayment
                  of such amounts in accordance with SECTION 11.8(a); (iii) [**]
                  on or after the Commencement Date; and (iv) be responsible for
                  curing any defaults in Amdocs' performance under such licenses
                  or contracts on or after the Commencement Date.

         (b)      OPERATIONAL RESPONSIBILITY. With respect to Software and
                  related Third Party Contracts for which Amdocs is
                  operationally responsible under SCHEDULES E and E.1, subject
                  to the provisions of SECTION 18.2(f) Amdocs shall be
                  responsible for (i) the evaluation, procurement, testing,
                  installation, rollout, use, support, management,
                  administration, operation and maintenance of such Software and
                  related Third Party Contracts; (ii) the evaluation,
                  procurement, testing, installation, rollout, use, support,
                  management, administration, operation and maintenance of new,
                  substitute or replacement Software and related Third Party
                  Contracts (including upgrades, enhancements, new versions or
                  new releases of such Software); (iii) the performance,
                  availability, reliability, compatibility and interoperability
                  of such Software, in accordance with this Agreement, [**];
                  (iv) the compliance with and performance of all operational,
                  administrative and contractual obligations specified in such
                  licenses and contracts; (v) the administration and exercise as
                  appropriate of all rights available under such licenses and
                  agreements; and (vi) [**] under such Software Licenses [**]
                  under this SECTION 6.4(b) (except to the extent that such
                  failure [**].

         (c)      RIGHTS UPON EXPIRATION/TERMINATION. With respect to all Amdocs
                  licensed Third Party Software and related Third Party
                  Contracts (including maintenance and support agreements for
                  Software), Amdocs shall use all commercially

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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

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                                                           Agreement No.02026409

                  reasonable efforts to (i) obtain for SBC, the Eligible
                  Recipients and SBC's designees (solely for such SBC designees'
                  use for SBC and the Eligible Recipients and subject to
                  reasonable confidentiality terms) the license, sublicense,
                  assignment and other rights specified in SECTION 4.4(b)(3) on
                  a perpetual basis, (ii) ensure that [**], [**], (iii) ensure
                  that [**] to Amdocs, and at least sufficient for the [**] the
                  Services, as well as the [**], and (iv) ensure that [**] of
                  this Agreement [**] by Amdocs [**] or [**]. If Amdocs is [**]
                  Amdocs to [**]. SBC shall [**] available for an [**] for the
                  product to be obtained [**].

         (d)      EVALUATION OF THIRD PARTY SOFTWARE. In addition to its
                  obligations under SECTION 6.4(a) and (b) and in order to
                  facilitate SBC's control of architecture, standards and plans
                  pursuant to SECTION 9.4, Amdocs shall use all commercially
                  reasonable efforts to evaluate a reasonable number on annual
                  basis of Third Party Software selected by or for SBC to
                  determine whether such Software will adversely affect SBC's
                  operational environment and/or Amdocs' ability to provide the
                  Services. Amdocs shall complete and report the results of such
                  evaluation to SBC promptly, taking into consideration any
                  applicable pressing business need or emergency situation.

         (e)      [**]. With respect to all products and services procured by
                  Amdocs [**] during the course of performing the Services,
                  Amdocs shall use all commercially available efforts to [**]
                  such products and services (including [**]) except to the
                  extent otherwise agreed by SBC. If Amdocs is [**], it shall
                  [**].

6.5      EQUIPMENT.

         (a)      SBC PROVIDED EQUIPMENT. SBC shall provide Amdocs (at no
                  additional charge to Amdocs) with the use of the SBC owned and
                  leased Equipment identified on SCHEDULE O.3 (collectively, the
                  "SBC PROVIDED EQUIPMENT") for the periods specified in such
                  Schedule solely for and in connection with the provision of
                  the Services. Notwithstanding the foregoing, except as
                  provided in this Section and SECTIONS 6.5(A) and SECTION
                  6.1(a), (b) and (e), Amdocs shall (i) be responsible for
                  providing all Equipment required to perform the Services and
                  all upgrades, improvements, replacements and additions
                  thereto; and (ii) [**]. Upon the expiration of the period
                  specified in SCHEDULE O.3 for each item of SBC Provided
                  Equipment (or when such SBC Provided Equipment is no longer
                  required by Amdocs for the performance of the Services),
                  Amdocs shall promptly return such SBC Provided Equipment to
                  SBC in substantially the same condition (as it may have been
                  modified or improved by Amdocs with SBC's approval) as when
                  such SBC Provided Equipment was first provided to Amdocs,
                  subject to reasonable wear and tear. THE SBC PROVIDED
                  EQUIPMENT IS PROVIDED BY SBC TO AMDOCS IN GOOD WORKING ORDER,
                  [**]. EXCEPT AS

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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

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                                                           Agreement No.02026409

                  OTHERWISE SET FORTH HEREIN, SBC EXPRESSLY DISCLAIMS ANY
                  WARRANTIES, EXPRESSED OR IMPLIED, AS TO THE SBC PROVIDED
                  EQUIPMENT, OR ITS CONDITION [**].

         (b)      FINANCIAL RESPONSIBILITY. Each Party shall be responsible for
                  third party fees or expenses (including maintenance and/or
                  support charges, if any) on or after the Commencement Date
                  associated with Equipment, Equipment Leases and related Third
                  Party Contracts for which such Party is financially
                  responsible under SCHEDULES E and E.1. Each Party also shall
                  be responsible for any third party fees or expenses relating
                  to periods on or after the Commencement Date associated with
                  new, substitute or replacement Equipment, Equipment leases or
                  related Third Party Contracts (including upgrades,
                  enhancements or new releases of such Equipment) for which such
                  Party is financially responsible under SCHEDULES E and E.1.
                  With respect to Equipment, Equipment Leases and related Third
                  Party Contracts that are transferred to Amdocs by SBC or for
                  which Amdocs otherwise assumes responsibility under this
                  Agreement, including the Equipment Leases and Third Party
                  Contracts listed on SCHEDULES F.1 and F.2, Amdocs shall (i)
                  pay all amounts becoming due with respect to such Equipment,
                  leases or agreements, and all related expenses (including pro
                  rata maintenance and/or support fees, if any), for periods on
                  or after the Commencement Date; (ii) rebate to SBC any
                  prepayment of such amounts in accordance with SECTION 11.8(a);
                  (iii) [**] after the Commencement Date; and (iv) be
                  responsible for curing any defaults in Amdocs' performance
                  with respect to such Equipment, leases or agreements on or
                  after the Commencement Date.

         (c)      OPERATIONAL RESPONSIBILITY. With respect to Equipment,
                  Equipment Leases and related Third Party Contracts for which
                  Amdocs is operationally responsible under SCHEDULES E and E.2,
                  subject to the provisions of SECTION 18.2(f) Amdocs shall be
                  responsible for (i) the evaluation, procurement, testing,
                  installation, rollout, use, support, management,
                  administration, operation and maintenance of such Equipment,
                  Equipment Leases and related Third Party Contracts; (ii) the
                  evaluation, procurement, testing, installation, rollout, use,
                  support, management, administration, operation and maintenance
                  of new, substitute or replacement Equipment, Equipment Leases
                  and related Third Party Contracts; (iii) the performance,
                  availability, reliability, compatibility and interoperability
                  of the Equipment and related Third Party Contracts, each in
                  accordance with this Agreement, [**]; (iv) the compliance with
                  and performance of all operational, administrative and
                  contractual obligations with respect to such Equipment, leases
                  and contracts, including nondisclosure obligations (to the
                  extent under Amdocs' supervision or control); (v) the
                  administration and exercise as appropriate of all rights
                  available with respect to such Equipment or agreements; and
                  (vi) the [**] obligations under this SECTION 6.5(c) [**]

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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

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                                                           Agreement No.02026409

         (d)      RIGHTS UPON EXPIRATION/TERMINATION. With respect to all [**]
                  to be used to provide the Services, Amdocs shall use all
                  commercially reasonable efforts to (i) [**] in SECTION
                  4.4(b)(4), (ii) ensure that the [**], (iii) ensure that the
                  [**], and (iv) ensure that [**] of this Agreement [**]. Except
                  as specifically set forth in this Agreement, Amdocs shall
                  [**]. If Amdocs is [**] Amdocs to [**]). SBC shall [**] for
                  the product to be obtained [**]

         (e)      EVALUATION OF THIRD PARTY EQUIPMENT. In addition to its
                  obligations under SECTION 6.5(b) and (c) and in order to
                  facilitate SBC's control of architecture, standards and plans
                  pursuant to SECTION 9.4, Amdocs shall use all commercially
                  reasonable efforts to evaluate a reasonable number on annual
                  basis of Equipment selected by or for SBC to determine whether
                  such Equipment will adversely affect SBC's operational
                  environment and/or Amdocs' ability to provide the Services.
                  Amdocs shall complete and report the results of such
                  evaluation to SBC promptly, taking into consideration any
                  applicable pressing business need or emergency situation.

         (f)      [**]. With respect to all products and services procured by
                  Amdocs [**] during the course of performing the Services,
                  Amdocs shall use all commercially reasonable efforts to [**]
                  such products and services [**] except to the extent otherwise
                  agreed by SBC. If Amdocs is [**], it shall [**].

6.6      THIRD PARTY CONTRACTS.

         (a)      FINANCIAL RESPONSIBILITY. In addition to the Third Party
                  Contracts identified in SECTIONS 6.3(a) and 6.5 and SCHEDULE
                  E, Amdocs shall be responsible for any third party fees or
                  expenses on or after the Commencement Date associated with
                  Third Party Contracts (excluding Third Party Contracts
                  administered by Amdocs on a pass through basis, which are
                  addressed in SECTION 11.2) used by Amdocs to provide the
                  Services. Each Party also shall be responsible for any third
                  party fees or expenses (including maintenance and/or support
                  charges) on or after the Commencement Date associated with
                  new, substitute or replacement Third Party Contracts for which
                  such Party is financially responsible under SCHEDULES E and
                  E.1. With respect to Third Party Contracts that are
                  transferred to Amdocs by SBC or for which Amdocs otherwise
                  assumes financial responsibility under this Agreement,
                  including those listed on SCHEDULE F.3, Amdocs shall (i) pay
                  all amounts becoming due under such licenses or related
                  Agreements, and all related expenses, for periods on or after
                  the Commencement Date; (ii) rebate to SBC any prepayment of
                  such amounts in accordance with SECTION 11.8(a); (iii) [**]
                  after the Commencement Date; and (iv) be responsible for
                  curing any defaults in Amdocs' performance under such
                  contracts on or after the Commencement Date.

         (b)      OPERATIONAL RESPONSIBILITY. With respect to the Third Party
                  Contracts identified in SECTION 6.6(a) (excluding Third Party
                  Contracts administered by Amdocs on a

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distribution within those companies or for distribution outside those companies
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                                                           Agreement No.02026409

                  pass-through basis, which are addressed in SECTION 11.2), and
                  the services and products provided thereunder, subject to the
                  provisions of SECTION 18.2(f), Amdocs shall, unless the
                  Parties have otherwise agreed in SCHEDULE E, be responsible
                  for (i) the evaluation, procurement, use, support, management,
                  administration, operation and maintenance of such Third Party
                  Contracts and any new, substitute or replacement Third Party
                  Contracts; (ii) the performance, availability, reliability,
                  compatibility and interoperability of such Third Party
                  Contracts and the services and products provided thereunder;
                  (iii) the compliance with and performance of any operational,
                  administrative or contractual obligations imposed on SBC or
                  Amdocs under such Third Party Contracts, including
                  nondisclosure obligations (to the extent under Amdocs'
                  supervision or control); (iv) the administration and exercise
                  as appropriate of all rights available under such Third Party
                  Contracts; and (v) [**]obligations under this SECTION 6.6(a).

         (c)      RIGHTS UPON EXPIRATION/TERMINATION. With respect to [**] to be
                  used to provide the Services, Amdocs shall use all
                  commercially reasonable efforts to (i) [**] the rights
                  specified in SECTION 4.4(b)(6), (ii) ensure that the granting
                  of such rights is [**], (iii) ensure that the [**] to Amdocs
                  and [**], and (iv) ensure that [**] by Amdocs prior to the
                  date [**]. If Amdocs is [**]Amdocs to provide [**]. SBC shall
                  [**] for the product to be obtained [**]

         (d)      TELECOMMUNICATION/IP SERVICES. To the extent Amdocs uses
                  telecommunication services or IP-based services (e.g., IP
                  bandwidth) in connection with the provision of the Services or
                  the performance of the other obligations under this Agreement
                  [**].

         (e)      [**] With respect to all [**] services procured by Amdocs [**]
                  during the course of performing the Services, Amdocs shall use
                  all commercially reasonable efforts to [**] except to the
                  extent otherwise agreed by SBC. If Amdocs is [**].

6.7      ASSIGNMENT OF LICENSES, LEASES AND RELATED AGREEMENTS.

         (a)      ASSIGNMENT AND ASSUMPTION. On and as of the Commencement Date,
                  SBC shall assign to Amdocs, and Amdocs shall assume and agree
                  to perform all obligations related to, the Software licenses,
                  Equipment Leases and Third Party Contracts for which Amdocs is
                  financially responsible under SECTIONS 6.3(a), 6.5 and 6.6 and
                  SCHEDULES E and E.1, including those listed on SCHEDULES F.2,
                  F.3 and F.4. SBC and Amdocs shall execute and deliver a
                  mutually satisfactory assignment and assumption agreement with
                  respect to such leases, licenses and agreements, evidencing
                  the assignment and assumption provided for herein. SBC
                  represents and warrants that (i) it is not in default under
                  such licenses, leases and Third Party Contracts, (ii) all
                  payments thereunder through the date of assignment are
                  current, (iii) no payments or charges (including deferred
                  payments) shall be payable by Amdocs to SBC (or such third
                  party contractor) for benefits or services received by SBC
                  under such licenses, leases and Third Party Contracts prior to
                  the date of

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                  assignment, and (iv) it is not aware of any defaults with
                  respect to such license, leases and Third Party Contracts.

         (b)      ITEMS NOT ASSIGNABLE BY COMMENCEMENT DATE. With respect to any
                  such Software licenses, Equipment Leases or Third Party
                  Contracts that can not, as of the Commencement Date, be
                  assigned to Amdocs without breaching their terms or otherwise
                  adversely affecting the rights or obligations of SBC or Amdocs
                  thereunder, the performance obligations shall be deemed to be
                  subcontracted or delegated to Amdocs until any requisite
                  consent, notice or other prerequisite to assignment can be
                  obtained, given or satisfied by Amdocs. It is understood that,
                  from and after the Commencement Date, Amdocs, as a
                  subcontractor or delegatee, shall be financially and
                  operationally responsible for such Software license, Equipment
                  Lease or Third Party Contract as SBC's agent pursuant to
                  SECTION 9.10(b). Amdocs shall use reasonable commercial
                  efforts to satisfy the consent, notice or other prerequisites
                  to assignment and, upon Amdocs doing so, the Software license,
                  Equipment Lease or Third Party Contract shall immediately be
                  assigned and transferred to and assumed by Amdocs.

         (c)      NON-ASSIGNABLE ITEMS. If, after Amdocs using all commercially
                  reasonable efforts for a reasonable period of time, a license,
                  lease or agreement still cannot be assigned without breaching
                  its terms or otherwise adversely affecting the rights or
                  obligations of SBC or Amdocs thereunder, the Parties shall
                  take such actions and execute and deliver such documents as
                  may be necessary to cause the Parties to realize the practical
                  effects of the allocation of responsibilities intended to be
                  effected by this Agreement.

         (d)      MODIFICATION AND SUBSTITUTION. Except as otherwise provided in
                  this Agreement, Amdocs may terminate, shorten or extend the
                  Software licenses, Equipment Leases and Third Party Contracts
                  for which Amdocs is financially responsible under SCHEDULES E,
                  E.1 and E.2 of this Agreement and may substitute or change
                  suppliers relating to goods or services covered thereby;
                  provided that, except as otherwise [**] under such Software
                  licenses, Equipment Leases or Third Party Contracts, (ii)
                  shall [**]; and (iii) shall [**] the Services. Notwithstanding
                  anything to the contrary herein, Amdocs shall [**], provided
                  that [**].

6.8      LICENSE TO SBC OWNED SOFTWARE AND THIRD PARTY SOFTWARE.

         (a)      LICENSE TO SBC OWNED SOFTWARE. As of the Commencement Date,
                  SBC hereby grants Amdocs and, to the extent necessary for
                  Amdocs to provide the Services, to Amdocs Affiliates or
                  Subcontractors designated by Amdocs that sign a written
                  agreement with Amdocs to be bound by all of the terms
                  contained herein

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                  applicable to such Software (such agreement shall include the
                  terms specified in this Section as well as those pertaining to
                  the ownership of such Software and any derivative materials
                  developed by the Parties, the scope and term of the license,
                  the restrictions on the use of such Software, the obligations
                  of confidentiality, etc.) a non-exclusive, non-transferable,
                  royalty-free right and license during the term of this
                  Agreement to access, use, operate, copy and store the SBC
                  Owned Software for the express and sole purpose of providing
                  the Services. Amdocs shall have no right to the source code to
                  such SBC Owned Software unless and to the extent approved in
                  advance by SBC. SBC Owned Software shall remain the sole and
                  exclusive property of SBC. Amdocs and its Subcontractors shall
                  not (i) use any SBC Owned Software for the benefit of any
                  person or Entity other than SBC or the Eligible Recipients,
                  (ii) separate or uncouple any portions of the SBC Owned
                  Software, in whole or in part, from any other portions
                  thereof, or (iii) reverse assemble, reverse engineer,
                  translate, disassemble, decompile or otherwise attempt to
                  create or discover any source or human readable code,
                  underlying algorithms, ideas, file formats or programming
                  interfaces of the SBC Owned Software by any means whatsoever,
                  without the prior approval of SBC, which may be withheld at
                  SBC's sole discretion. Except as otherwise requested or
                  approved by SBC, Amdocs and its Subcontractors shall cease all
                  use of SBC Owned Software upon the expiration or termination
                  of this Agreement and the completion of any Termination
                  Assistance Services requested by SBC pursuant to SECTION
                  4.4(b)(7) and shall certify such cessation to SBC in a notice
                  signed by an officer of Amdocs and each applicable
                  Subcontractor. THE SBC OWNED SOFTWARE IS PROVIDED BY SBC TO
                  AMDOCS IN GOOD WORKING ORDER, [**] FOR USE BY AMDOCS TO
                  PROVIDE THE SERVICES.

         (b)      LICENSE TO THIRD PARTY SOFTWARE. Subject to [**], SBC hereby
                  grants to Amdocs, for the sole purpose of performing the
                  Services and solely to the extent of SBC's underlying rights,
                  the same rights of access and use as SBC possesses under the
                  applicable software licenses with respect to SBC licensed
                  Third Party Software. SBC also shall grant such rights to
                  Affiliates and Subcontractors designated by Amdocs if and to
                  the extent necessary for Amdocs to provide the Services;
                  provided that, [**]. Amdocs and its Subcontractors shall
                  comply with the duties, including use restrictions and those
                  of nondisclosure, imposed on SBC by such licenses. In
                  addition, [**] all of the terms contained herein [**] shall
                  include the terms specified in this Section as well as those
                  pertaining to the ownership of such Software [**]. Except as
                  otherwise requested or approved by SBC (or the relevant
                  licensor), Amdocs and its Subcontractors shall cease all use
                  of such Third Party Software upon the expiration or
                  termination of this Agreement and the completion of any
                  Termination Assistance Services requested by SBC pursuant to
                  SECTION 4.4(b)(7). THE SBC LICENSED THIRD PARTY

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                  SOFTWARE IS PROVIDED BY SBC TO AMDOCS IN GOOD WORKING ORDER,
                  ON A [**]. EXCEPT AS OTHERWISE SET FORTH HEREIN, SBC EXPRESSLY
                  DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR
                  IMPLIED, AS TO SUCH SBC LICENSED THIRD PARTY SOFTWARE, OR THE
                  CONDITION OR SUITABILITY OF SUCH SOFTWARE [**].

6.9      LICENSE TO AMDOCS OWNED MATERIALS AND THIRD PARTY SOFTWARE.

         As of the Commencement Date, Amdocs hereby grants to SBC and the
         Eligible Recipients, at no additional charge, a perpetual,
         non-exclusive, royalty-free right and license to access and/or use the
         Amdocs Owned Materials and, [**], the Third Party Software as to which
         Amdocs holds the license or for which Amdocs is financially responsible
         under this Agreement (including related documentation, methodology and
         tools) to the extent necessary to receive the full benefit of the
         Services during the term of this Agreement and any Termination
         Assistance Services period. In addition, [**], Amdocs hereby [**], a
         non-exclusive, royalty-free right and license to access and/or use such
         Materials (including related documentation, methodology and tools)
         during the term of this Agreement and any Termination Assistance
         Services period, exclusively for the benefit of SBC and the Eligible
         Recipients, as and to the extent necessary for such [**] to monitor,
         access, interface with or use the Materials and Software then being
         used by Amdocs. Amdocs Owned Materials shall remain the sole and
         exclusive property of Amdocs. Notwithstanding the foregoing, SBC shall
         [**]; provided, however, that Amdocs' [**] and provided further that
         Amdocs may, in its sole discretion, [**]; provided, further, that
         Amdocs shall [**] and shall otherwise [**].

6.10     STOCK PURCHASE AGREEMENT.

         Concurrently with this Agreement SBC and Amdocs are executing the Stock
         Purchase Agreement pursuant to which SBC shall transfer all equity
         interest [**] effective as of the last day of the Transition Period. In
         consideration for such conveyance, Amdocs agrees to pay SBC [**]
         according to the Schedule for payment set forth in the Stock Purchase
         Agreement. SBC shall [**] for the period prior to the Commencement
         Date. Except as otherwise expressly provided in this SECTION 6.10, [**]
         SHALL ON THE COMMENCEMENT DATE [**], INCLUDING WITHOUT LIMITATION
         WARRANTIES [**]. SBC represents and warrants that the [**]and are the
         same or substantially the same Software and Equipment used by SBC
         immediately prior to the Effective Date, and that they, collectively
         with the other Software and Equipment to be provided by SBC to Amdocs,
         shall be sufficient on the Commencement Date for Amdocs to provide the
         Outsourcing Services to be provided on the Commencement Date.

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6.11     NOTICE OF DEFAULTS.

         SBC and Amdocs shall promptly inform the other Party in writing of any
         material breach of, or misuse or fraud in connection with, any Third
         Party Contract, Equipment Lease or Third Party Software license used in
         connection with the Services of which it becomes aware and shall
         cooperate with the other Party to prevent or stay any such breach,
         misuse or fraud.

6.12     [**] If at any time after the Commencement Date, [**] should have been
         [**], then SBC shall have [**] for all purposes of this Agreement
         effective from and after the Commencement Date, provided that Amdocs
         shall [**] under this Section [**], for each Contract Year, [**] for
         such Contract Year. [**] for a Contract Year [**] for such Contract
         Year, Amdocs shall [**] for periods beginning on the Commencement
         Date).

7.       SERVICE LEVELS.

7.1      GENERAL.

         Amdocs shall perform the Services at (i) the levels of accuracy,
         quality, completeness, timeliness, responsiveness and productivity that
         meet high standards of the directory publishing software and software
         service industries or (ii) if higher, the documented or otherwise
         verifiable levels of accuracy, quality, completeness, timeliness,
         responsiveness and productivity received by SBC or the Eligible
         Recipients prior to the Commencement Date.

7.2      TRANSITION PERIOD REVIEW.

         (a)      DELIVERY OF SERVICE LEVEL DOCUMENTATION. During the Transition
                  Period, SBC will provide Amdocs with [**]("SERVICE LEVEL
                  DOCUMENTATION"), [**]; provided, however, that [**].

         (b)      [**] SERVICE LEVELS BASED ON SERVICE LEVEL DOCUMENTATION. If
                  the Service Level Documentation does [**] Schedule G shall be
                  amended accordingly.

         (c)      [**] SERVICE LEVELS BASED ON [**]. If SBC does [**] during
                  such period and SCHEDULE G shall be amended accordingly.

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                                                           Agreement No.02026409

(d)      RESOLUTION OF DISPUTES REGARDING [**] SERVICE LEVELS. Any disputes
         regarding [**] service levels as set forth in Section 7.2(b) or Section
         7.2(c) shall be resolved pursuant to the escalation process set forth
         in Part 5 of Schedule E, [**]

(e)      EFFECT OF [**] SERVICE LEVELS. Any amendment(s) made pursuant to
         Section 7.2(b) or Section 7.2(c) shall be effective [**] with respect
         to the [**] and shall apply [**] with respect to [**], Amdocs shall
         [**] provided, however, that [**] and pursuant to [**], the service
         level requirement [**] shall be [**]. for example, [**]

7.3      COMPLIANCE WITH SERVICE LEVELS.

         (a)      ULTIMATE AMDOCS RESPONSIBILITY. Amdocs shall be responsible
                  for meeting or exceeding the applicable Service Levels even
                  where doing so is dependent on the provision of Services by
                  its Subcontractors or, except as otherwise provided in
                  SCHEDULE E.5.a, Managed Third Parties.

         (b)      SERVICE LEVEL [**]. Amdocs recognizes that SBC is paying
                  Amdocs [**], then Amdocs [**]specified in SCHEDULE G ("SERVICE
                  LEVELS" and "[**]") in [**].

7.4      PROBLEM ANALYSIS.

         If Vendor fails to provide Services in accordance with the Service
         Levels and this Agreement, Vendor shall (after restoring service or
         otherwise resolving any immediate problem) (i) promptly investigate and
         report on the causes of the problem; (ii) provide a Root Cause Analysis
         of such failure as soon as practicable, after such failure or SBC's
         request (iii) use all commercially reasonable efforts to implement
         remedial action and begin meeting the Service Levels as soon as
         practicable; (iv) advise SBC of the status of remedial efforts being
         undertaken with respect to such problem; and (v) demonstrate to SBC's
         reasonable satisfaction that the causes of such problem have been or
         will be corrected on a permanent basis. Vendor shall [**]; provided
         that, [**], Vendor shall [**] and shall notify SBC [**]. At any event,
         [**]. Amdocs shall [**].

7.5      MEASUREMENT AND MONITORING.

         Amdocs shall implement measurement and monitoring tools and metrics as
         well as standard reporting procedures, all as set forth in SCHEDULE G
         or otherwise acceptable to SBC, to measure and report Amdocs'
         performance of the Services against the applicable Service Levels. SBC
         [**] shall have [**]. Amdocs shall [**]s. Amdocs also shall [**] by
         Amdocs [**]. SBC shall [**] with their use.

7.6      [**].

         (a)      [**]. Within sixty (60) days after the Commencement Date,
                  Amdocs shall [**] to be provided under this Agreement in
                  accordance with [**] and shall [**]. [**]

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                                                           Agreement No.02026409

                  shall thereafter [**] hereunder. Thereafter, Amdocs shall [**]
                  and procedures specified in [**]. Amdocs shall be [**]
                  pursuant to this SECTION 7.6(a).

         (b)      [**]. [**] SECTION 7.6(a), SBC may [**] by SBC. [**], Amdocs
                  shall [**].

         (c)      [**]. [**] pursuant to SECTION 7.6(a) or (a) [**], Amdocs
                  shall [**]. SBC and Amdocs shall [**]; provided, that the
                  [**]. Amdocs' [**] shall [**] Amdocs and the [**] shall be
                  completed. Following [**], Amdocs will [**].

7.7      NOTICE OF DEFAULT.

         IF Amdocs [**] Under this agreement or any other [**], or (II) that has
         [**] Amdocs shall [**] and Amdocs and SBC shall [**].

8.       PROJECT PERSONNEL

8.1      TRANSITIONED PERSONNEL.

         (a)      [**].

                  (i)      [**]. [**] after the Effective Date, Amdocs shall
                           [**]. Included with [**]. Amdocs shall [**]s. Amdocs
                           shall [**] In no event shall [**]. [**], Amdocs shall
                           [**] hereunder.

                  (ii)     [**]. [**], Amdocs shall [**] as a Transitioned
                           Employee hereunder.

                  (iii)    [**]. [**], Amdocs shall [**] as a Transitioned
                           Employee hereunder.

                  (iv)     [**]. [**], Amdocs shall [**] as a Transitioned
                           Employee hereunder.

                  (v)      [**]. Amdocs shall [**] in connection with this
                           Agreement, [**].

                  (vi)     [**]. [**]Amdocs shall [**] as a Transitioned
                           Employee hereunder.

         (b)      ADDITIONAL TRANSITIONED EMPLOYEES. [**] following the
                  Commencement Date, [**] shall be as set forth in this ARTICLE
                  8, [**] as Transitioned Employees [**].

         (c)      [**] TRANSITIONED EMPLOYEES. [**] following the Commencement
                  Date, [**], one or[**]more Transitioned Employees[**]. Amdocs
                  shall [**] any such Transitioned Employee. SBC shall [**].

         (d)      [**]. Amdocs shall [**]Transitioned Employee [**] Amdocs shall
                  [**] the[**]Transitioned Employees, [**] the Commencement
                  Date, [**] the Commencement Date [**] Transitioned Employees
                  [**] the Commencement Date, [**], provided, however, that
                  Amdocs shall [**]. There shall be [**] the Commencement Date.
                  For purposes of this provision, [**] the Transitioned
                  Employee's[**]. Amdocs may, [**] with Amdocs. [**]Transitioned
                  Employee [**], Amdocs may [**] Transitioned Employee [**]
                  Transitioned Employee. If a Transitioned Employee's [**] by
                  Amdocs [**] with Amdocs, Amdocs shall [**]Transitioned
                  Employee [**] on the

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distribution within those companies or for distribution outside those companies
                          except by written agreement.

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                  Effective Date, [**] the Transitioned Employee[**] on the date
                  [**]. For the purposes of the foregoing, [**] Transitioned
                  Employees[**] to the Commencement Date, but Amdocs shall [**],
                  provided, however, that Amdocs shall [**].

         (e)      [**]. This Agreement is not intended to [**]. Amdocs will
                  [**].

         (f)      [**]. To the extent [**] Amdocs, Amdocs shall [**] with this
                  ARTICLE 8.

         (g)      [**]. [**], Amdocs shall have [**] the Commencement Date,
                  [**]applicable contractor.

8.2      EMPLOYEE BENEFIT PLANS.

         (a)      GENERAL. Except as otherwise provided in this ARTICLE 8,
                  Amdocs shall [**] that are made [**]. Amdocs has [**]. During
                  the term of this Agreement and any extensions thereof, [**]
                  shall be, [**], except as provided below.

         (b)      [**]. Except as otherwise provided in this ARTICLE 8, the
                  [**], shall be[**], as applicable.

         (c)      [**]. [**]. Subject to the [**] will be determined by Amdocs;
                  provided, however, that [**] in accordance with SECTION
                  8.2(b), and [**]. SBC shall [**].

         (d)      Amdocs will [**]. Amdocs will [**] the Commencement Date.

         (e)      [**]. SBC will [**] in accordance with the [**]. With respect
                  to all **] as follows:

                  (i)      SBC will [**] the Commencement Date, [**]Transitioned
                           Employee [**]Amdocs will [**].

                  (ii)     Amdocs will [**] in accordance with SECTION
                           8.2(e)(vi) [**]. Amdocs shall [**] after such date.

                  (iii)    Amdocs will [**] in accordance with SECTION
                           8.2(e)(vi) [**]. Amdocs shall [**].

                  (iv)     Amdocs will [**] in accordance with SECTION
                           8.2(e)(vi) [**].

                  (v)      Amdocs will [**] in accordance with SECTION
                           8.2(e)(vi) [**]. Amdocs shall [**] by Amdocs.

                  (vi)     [**] SECTION 8.2(e)(iii) and SECTION 8.2(e)(iv) shall
                           [**] described in SECTION 8.2(e)(i), [**]. [**]
                           SECTION 8.2(e)(v) shall [**] described in SECTION
                           8.2(e)(i) above, [**].

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                                                          Agreement No. 02026409

         (f)      [**]. [**], [**]. During the term of this Agreement, Amdocs
                  shall [**]. Amdocs shall [**] in accordance with SECTION
                  8.2(b).

         (g)      [**]. [**] provided by Amdocs [**].

         (h)      [**]. [**] Amdocs [**] as set [**]. SBC shall [**], Amdocs
                  shall [**].

         (i)      [**]. [**] Amdocs [**].

         (j)      [**]. Subject to the provisions of SECTION 8.1(a), [**] shall
                  be [**] Amdocs [**] in accordance with SECTION 8.2(b) [**],
                  Amdocs shall [**] would have [**] shall be [**]. For the
                  purposes of the foregoing, [**] the Commencement Date, [**],
                  provided, however, that Amdocs shall [**].

         (k)      [**]. [**].

         (l)      [**].

                  (i)      [**]. [**] as provided in the applicable [**].

                  (ii)     [**]. Amdocs shall [**] for this purpose in
                           accordance with SECTION 8.2(b).

         (m)      [**]. SBC will [**].

         (n)      [**]. Amdocs will [**].

8.3      OTHER EMPLOYEE MATTERS.

         As of the Employment Effective Date, the Transitioned Employees shall
         be employees of Amdocs for all purposes. Amdocs shall be responsible
         [**] for paying any compensation and remitting any income, disability,
         withholding and other employment taxes for such Transitioned Employees
         beginning on the Employment Effective Date. Unless otherwise agreed,
         SBC shall be responsible for (i) funding and distributing benefits
         under the SBC benefit plans in which Transitioned Employees
         participated prior to the Employment Effective Date, (ii) for paying
         any compensation and remitting any income, disability, withholding and
         other employment taxes for such Transitioned Employees and (iii) any
         other employment-related claim not arising out of the transactions
         contemplated by this Agreement for the period prior to the Employment
         Effective Date of such Transitioned Employee. Subject to Transitioned
         Employee consent where required, and subject to applicable Law, SBC
         shall provide Amdocs with such information in SBC's possession
         reasonably requested by Amdocs in order to fulfill its obligations
         under this ARTICLE 8.

8.4      KEY AMDOCS PERSONNEL AND CRITICAL SUPPORT PERSONNEL.

         (a)      [**] KEY AMDOCS PERSONNEL. [**].

                  (i)      [**] Key Amdocs Personnel [**].

                  (ii)     Amdocs shall [**]. Amdocs shall [**], shall provide
                           [**], and shall provide [**] as may be [**], the
                           Parties shall [**]. If the Parties [**].

                  (iii)    SBC may [**] under this Agreement.

         (b)      [**] KEY AMDOCS PERSONNEL. Amdocs shall [**] under this
                  Agreement. In the event [**], Amdocs shall [**].

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                  Amdocs shall [**] in accordance with SECTION 8.4(a)(ii),
                  and [**] under this Agreement. [**].

          (c)  [**]  PERSONNEL. Amdocs shall [**] under this Agreement. In the
               event [**], Amdocs will [**].

          (d)  [**]. Amdocs will [**].

8.5      [**].

         [**] (as described in SECTION 8.4(b)) [**].

8.6      [**] KEY AMDOCS PERSONNEL. [**] the extent to which Amdocs has {**]
         under this Agreement. SBC shall [**] identified above.

8.7      AMDOCS PERSONNEL ARE NOT SBC EMPLOYEES.

         Except as otherwise expressly set forth in this Agreement, the Parties
         intend to create an independent contractor relationship and nothing in
         this Agreement shall operate or be construed as making SBC or Amdocs
         partners, joint venturers, principals, joint employers, co-employers,
         agents or employees of or with the other. No officer, director,
         employee, agent, Affiliate, contractor or subcontractor retained by
         Amdocs to perform work on SBC's behalf hereunder shall be deemed to be
         an officer, director, employee, agent, Affiliate, contractor or
         subcontractor of SBC for any purpose. Amdocs, not SBC, has the right,
         power, authority and duty to supervise and direct the activities of the
         Amdocs Personnel and to compensate such Amdocs Personnel for any work
         performed by them on SBC's behalf pursuant to this Agreement. Amdocs,
         and not SBC, shall be responsible and therefore solely liable for all
         acts and omissions of Amdocs Personnel.

8.8      REPLACEMENT, QUALIFICATIONS, AND RETENTION OF AMDOCS PERSONNEL.

         (a)      SUFFICIENCY AND SUITABILITY OF PERSONNEL. Amdocs shall assign
                  (or cause to be assigned) sufficient Amdocs Personnel to
                  provide the Services in accordance with this Agreement and
                  such Amdocs Personnel shall possess suitable competence,
                  ability and qualifications and shall be properly educated and
                  trained for the Services they are to perform.

         (b)      REQUESTED REPLACEMENT. In the event that SBC determines that
                  the continued assignment to SBC of any Amdocs Personnel
                  (including Key Amdocs Personnel) is not in the best interests
                  of SBC, then SBC shall give Amdocs notice to that effect
                  requesting that such Amdocs Personnel be replaced. Promptly
                  after its receipt of such a request by SBC, the Parties will
                  discuss in good faith appropriate corrective measures designed
                  to address SBC's concerns (such agreement not to be
                  unreasonably withheld by either Party), which shall commence
                  [**] after the Parties begin to discuss corrective measures.
                  If: (i) [**] after the commencement

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                  of agreed-upon corrective measures, the Parties are unable to
                  agree that the corrective measurements have resolved the
                  problem; or (ii) at any time, if SBC reasonably believes such
                  Amdocs Personnel will create legal liability to SBC or an
                  Eligible Recipient, Amdocs shall, upon SBC's request, replace
                  (or cause to be replaced) as promptly as possible such Amdocs
                  Personnel with an individual of suitable ability and
                  qualifications, without cost to SBC. Nothing in this provision
                  shall operate or be construed to limit Amdocs' responsibility
                  for the acts or omission of the Amdocs Personnel.

         (c)      [**] DATA. If SBC determines that [**], Amdocs shall [**].
                  Notwithstanding [**], Amdocs shall [**] subject to the
                  provisions of SECTION 8.4(b).

         (d)      [**]. Amdocs shall [**] prior to the Commencement Date) prior
                  to [**]; provided that, [**].

         (e)      [**] PERFORMING SERVICES [**]. [**] performing Services [**]
                  in the provision of the Services, Amdocs shall [**].

         (f)      [**] EMPLOYEES. [**] to provide Services [**]; provided that
                  [**].

8.9      TRAINING/CAREER OPPORTUNITIES.

         Amdocs shall [**].

8.10     CONDUCT OF AMDOCS PERSONNEL.

         (a)      CONDUCT AND COMPLIANCE. While at SBC Sites, Amdocs Personnel
                  shall (i) comply with the SBC Rules and other rules and
                  regulations regarding personal and professional conduct
                  generally applicable to personnel at such SBC Sites (and
                  communicated orally or in writing to Amdocs or Amdocs
                  Personnel or made available to Amdocs or Amdocs Personnel by
                  conspicuous posting at an SBC Site, electronic posting or
                  other means generally used by SBC to disseminate such
                  information to its employees or contractors), (ii) comply with
                  reasonable requests of SBC personnel pertaining to personal
                  and professional conduct, and (iii) otherwise conduct
                  themselves in a businesslike manner.

         (b)      IDENTIFICATION OF AMDOCS PERSONNEL. All Amdocs Personnel shall
                  clearly identify themselves as Amdocs Personnel and not as
                  employees of SBC. This shall include any and all
                  communications, whether oral, written or electronic. Each
                  Amdocs Personnel shall wear a badge indicating that he or she
                  is not an employee of SBC.

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         (c)      RESTRICTION ON MARKETING ACTIVITY. Except for marketing
                  representatives agreed to by Amdocs and SBC, none of the
                  Amdocs Personnel shall conduct any marketing activities at
                  SBC, other than, subject to SECTION 13.3, reporting potential
                  marketing opportunities to Amdocs' designated marketing
                  representatives.

8.11     SUBSTANCE ABUSE.

         Amdocs shall immediately remove (or cause to be removed) any Amdocs
         Personnel who is known to be or reasonably suspected of engaging in
         substance abuse while on an SBC Site, in an SBC vehicle or while
         performing Services. In the case of reasonable suspicion, such removal
         shall be pending completion of the applicable investigation. Substance
         abuse includes the sale, attempted sale, possession or use of illegal
         drugs, drug paraphernalia, or, to the extent not permitted on SBC
         Sites, alcohol, or the misuse of prescription or non-prescription
         drugs. Amdocs represents and warrants that it has and will maintain a
         substance abuse policy and that such policy will be applicable to all
         Amdocs Personnel performing Services under this Agreement. Amdocs
         represents and warrants that it shall require its Subcontractors and
         Affiliates providing Services to have and maintain such policy and
         practices and to adhere to this provision.

8.12     UNION AGREEMENTS AND WARN ACT

         (a)      NOTICE BY AMDOCS. Amdocs shall provide SBC not less than
                  ninety (90) days notice of the expiration of any collective
                  bargaining agreement with unionized Amdocs Personnel if the
                  expiration of such agreement or any resulting labor dispute
                  could potentially interfere with or disrupt the business or
                  operations of SBC or an Eligible Recipient or impact Amdocs'
                  ability to timely perform its duties and obligations under
                  this Agreement.

         (b)      WARN ACT COMMITMENT. Amdocs shall not cause any of the
                  Transitioned Employees to suffer "employment loss" as that
                  term is construed under the WARN Act, if such employment loss
                  could create any liability under the WARN Act for SBC, the
                  Eligible Recipients, or its or their Affiliates, unless Amdocs
                  delivers notices under the WARN Act in a manner and at a time
                  such that SBC, the Eligible Recipients, or its or their
                  Affiliates bear no liability with respect thereto.

         (c)      RESPONSIBILITY. Amdocs shall be responsible for any liability,
                  cost, claim, expense, obligation or sanction attributable to
                  any breach by Amdocs of SECTION 8.12(b) that results in SBC or
                  the Eligible Recipients being in violation of the WARN Act or
                  the regulations promulgated thereunder. Nothing in this
                  provision shall diminish Amdocs' obligation pursuant to
                  SECTION 8.1(d).

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9.       AMDOCS RESPONSIBILITIES.

9.1      POLICY AND PROCEDURES MANUAL.

         (a)      DELIVERY AND CONTENTS. [**], Amdocs shall deliver to SBC for
                  its review, comment and approval (i) an outline of the topics
                  to be addressed in the Policy and Procedures Manual within
                  [**] days after the Effective Date, and (ii) a final draft of
                  the Policy and Procedures Manual [**] after the Effective Date
                  (the "POLICY AND PROCEDURES MANUAL"), in accordance with the
                  requirements set forth in SCHEDULE E, PART 6. At a minimum,
                  the Policy and Procedures Manual shall include the following:

                  (i)      the procedures for SBC/Amdocs interaction and
                           communication, including (i) call lists; (ii)
                           procedures for and limits on direct communication by
                           Amdocs with SBC personnel; (iii) problem management
                           and escalation procedures; (iv) priority and project
                           procedures; (v) acceptance testing; (vi) testing and
                           demonstration procedures; and (vii) quality assurance
                           procedures and checkpoint reviews; and

                  (ii)     practices and procedures addressing such other issues
                           and matters as the Parties shall agree.

                  Amdocs shall [**].

         (b)      REVISION AND MAINTENANCE. Amdocs shall incorporate any
                  reasonable comments or suggestions of SBC into the Policy and
                  Procedures Manual and shall deliver a final revised version to
                  SBC [**] of its receipt of such comments and suggestions for
                  SBC's approval. The Policy and Procedures Manual will be
                  delivered and maintained by Amdocs in hard copy and electronic
                  formats.

         (c)      COMPLIANCE. Amdocs shall perform the Services in accordance
                  with SBC's then-current policies and procedures until the
                  Policy and Procedures Manual is finalized and agreed upon by
                  the Parties. Thereafter, Amdocs shall perform the Services in
                  accordance with the Policy and Procedures Manual. In the event
                  of a conflict between the provisions of this Agreement and the
                  Policy and Procedures Manual, the provisions of this Agreement
                  shall control unless the Parties expressly agree otherwise and
                  such agreement is set forth in the relevant portion of the
                  Policy and Procedures Manual. To the extent that future
                  additions or modifications to the Policy and Procedures Manual
                  materially increase Amdocs' aggregate costs of performance of
                  the Services, the Parties will address such impact through the
                  provisions of SECTION 9.5.

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(d)      MODIFICATION AND UPDATING. Amdocs shall promptly modify and update the
         policy and procedures manual monthly to reflect changes in the
         operations or procedures described therein and to comply with SBC's
         strategic decisions as described in Section 9.4. Amdocs shall provide
         the proposed changes in the manual to SBC for review, comment and
         approval. To the extent any such change could (i) increase SBC's total
         costs of receiving the services; (ii) require material changes to SBC
         facilities, systems, software or equipment; (iii) have a material
         adverse impact on the functionality, interoperability, performance,
         accuracy, speed, responsiveness, quality or resource efficiency of the
         services, or (iv) violate or be inconsistent with SBC's strategic
         decisions, [**]

 9.2     REPORTS.

         (a)      REPORTS. Amdocs shall provide SBC with reports pertaining to
                  the performance of the Services and Amdocs' other obligations
                  under this Agreement sufficient to permit SBC to monitor and
                  manage Amdocs' performance ("REPORTS"). The Reports to be
                  provided by Amdocs shall include those described in SCHEDULE R
                  in the format and at the frequencies reasonably requested by
                  SBC provided therein. In addition, from time to time, SBC may
                  identify additional Reports to be generated by Amdocs and
                  delivered to SBC on an ad hoc or periodic basis. All Reports
                  shall [**]. The Reports [**].

         (b)      BACK-UP DOCUMENTATION. As part of the Services, Amdocs shall
                  provide SBC with such documentation and other information
                  available to Amdocs as may be reasonably requested by SBC from
                  time to time in order to verify the accuracy of the Reports
                  provided by Amdocs.

         (c)      CORRECTION OF ERRORS. [**], Amdocs shall promptly correct any
                  errors or inaccuracies in or with respect to the Reports, the
                  information or data contained in such Reports, caused by
                  Amdocs or its agents, Subcontractors, Managed Third Parties or
                  third party product or service providers.

9.3      QUALITY ASSURANCE.

         (a)      PROCESSES AND PROCEDURES. Amdocs shall develop and implement
                  quality assurance processes and procedures (including the
                  procedures otherwise specified in this SECTION 9.3) to ensure
                  that the Services are performed in an accurate and timely
                  manner, [**]. Such procedures shall include verification,
                  checkpoint reviews, testing, acceptance, and other procedures
                  for SBC to assure the quality and timeliness of Amdocs'
                  performance. Amdocs shall submit such processes and procedures
                  to SBC for its review, comment and approval within [**] days
                  after the Effective Date. Upon SBC's approval, such processes
                  and procedures shall be included in the Policy and Procedures
                  Manual. [**] the Service Levels and other terms of this
                  Agreement.

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         (b)      [**]. Pursuant to the terms and conditions of [**]) will have
                  [**]

         (c)      MATERIALS QUALITY. Amdocs hereby agrees that Materials
                  furnished hereunder by Amdocs have or will have undergone or
                  have or will have been subject to appropriate quality control
                  measures and procedures, including performance measurements,
                  testing, quality process reviews or inspections prior to
                  delivery to SBC.

         (d)      SUPPLIER PERFORMANCE PROGRAM. Both Parties hereby agree to
                  participate in the Supplier Performance Program (hereinafter
                  "PROGRAM") described below. The Program is a program to assist
                  Amdocs in self-identifying areas of deficiency that may
                  develop in Amdocs' performance as it relates to fulfilling its
                  obligations under this Agreement. Participation in or use of,
                  the Program does not negate or diminish Amdocs'
                  responsibilities as it relates to its requirements to perform
                  its obligation as defined elsewhere in this Agreement nor does
                  it negate, diminish or waive SBC's rights or remedies as
                  defined elsewhere in this Agreement. If there is a conflict
                  between the Program and other sections of this Agreement the
                  other sections of this Agreement shall control. The Parties
                  intent is that documentation requirements under the Program
                  will be satisfied by other documentation obligations provided
                  for elsewhere in this Agreement. Accordingly, the Parties do
                  not anticipate that compliance with the Program will impose
                  upon Amdocs obligations above that otherwise provided for in
                  this Agreement.

                  Amdocs shall:

                  (i)      Monitor its performance relative to certain
                           measurable performance indices such as product
                           performance, service performance, and on time
                           delivery. Performance measurements collected for the
                           purposes of the Program (hereinafter "Data") will be
                           defined by SBC and communicated to Amdocs from time
                           to time.

                  (ii)     Collect and report to SBC the data relating to
                           Amdocs' performance. The data must be entered by
                           Amdocs in SBC's Amdocs Website (currently
                           www.sbcsuppliers.com) in a format that is designated
                           by SBC. Data will be collected and reported
                           periodically.

                  (iii)    Conduct a self-evaluation of its performance based on
                           the analysis of the data reported. In those areas
                           where Amdocs' performance deviates from [**], Amdocs
                           shall [**]

                  (iv)     Cooperate fully with SBC's supplier performance
                           management team to coordinate Amdocs' activities as
                           they relate to the Program. This includes but is not
                           limited to participation in planning meetings,
                           audits, feedback sessions, and issue resolution.

                  SBC shall:

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                  (i)      Define the data requirements that Amdocs will monitor
                           and report.

                  (ii)     Provide Amdocs with access to SBC's supplier website
                           for the purposes of entering Amdocs' data.

                  (iii)    Generate Performance Reports summarizing the data and
                           provide Amdocs with periodic feedback evaluating its
                           performance. SBC's supplier performance management
                           team will assist Amdocs in resolving any internal SBC
                           issues that may impact Amdocs' performance.

         (e)      AMDOCS RECOMMENDATIONS. At least once each Contract Year,
                  Amdocs shall[**], make written recommendations to SBC with
                  respect to the efficiency and cost-effectiveness of the
                  Services, including bringing to SBC's attention any existing
                  or planned promotional offerings of Amdocs, Service upgrades
                  or additional services that Amdocs believes may be of value to
                  SBC or an Eligible Recipient, and recommending
                  reconfigurations that optimize delivery of Services to Amdocs
                  efficiently and eliminate unwanted redundancy.

         (f)      SAVINGS CLAUSE. Nothing contained in this SECTION 9.3 will
                  diminish Amdocs' obligation to deliver Materials in
                  conformance to Amdocs' warranty obligations under this
                  Agreement.

9.4      [**] STRATEGIC DECISIONS AND AUTHORITY.

         (a)      [**] STRATEGIC DECISIONS AND AUTHORITY. Notwithstanding any
                  provision in this Agreement to the contrary, [**]. For
                  purposes of the foregoing:

                  (i)      Amdocs shall [**] provided, however, [**],

                  (ii)     SBC shall [**]

         (b)      AMDOCS SUPPORT. [**] Amdocs shall provide assistance to SBC,
                  in (i) SBC's making of Strategic Decisions, (ii) defining
                  information technology architectures and standards, and (iii)
                  preparing long-term strategic information technology plans and
                  short-term implementation plans for such environment. The
                  assistance to be provided by Amdocs shall include (i) active
                  participation with SBC representatives on permanent and ad-hoc
                  committees and working groups addressing such issues; (ii)
                  assessments of the then-current architectures, standards and
                  systems; (iii) analyses of Strategic Decisions and/or
                  architectures, standards and systems in light of business
                  priorities, business strategies and competitive market forces
                  identified by SBC; and (iv) recommendations regarding
                  architectures and platforms, software and hardware products,
                  information technology strategies and directions, and other
                  enabling technologies. With respect to each recommendation,
                  Amdocs shall provide high level estimates and analyses of the
                  following: (i) cost projections and cost/benefit analyses;
                  (ii) the changes, if any, in the personnel and other resources

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                  required to operate and support the changed environment; (iii)
                  the resulting impact on SBC's information technology costs;
                  (iv) the expected performance, quality, responsiveness,
                  efficiency, reliability and other service levels; and (v)
                  general plans and high level projected time Schedules for
                  development and implementation.

         (c)      [**]. [**] SBC shall. [**]. Amdocs shall [**].

9.5      CHANGE CONTROL.

         (a)      COMPLIANCE WITH CHANGE CONTROL PROCEDURES. In making any
                  System Change, the Parties shall comply with the change
                  control procedures specified in Section 4.0 of SCHEDULE E,
                  PART 3 [**] and shall use the change control system and tools
                  specified by SBC. Prior to making any System Change or using
                  any new (e.g., not tested in or for the SBC environment)
                  Software or Equipment to provide the Services, Amdocs shall
                  have verified by appropriate testing that the change or item
                  has been properly installed, is in Compliance and is
                  performing its intended functions in a reliable manner and is
                  compatible with and capable of operating as part of the SBC
                  environment. This obligation shall be in addition to any unit
                  testing done by Amdocs as part of routine deployment or
                  installation of Software or Equipment.

         (b)      PROCEDURES FOR SYSTEM CHANGES. The following procedures, as
                  further detailed in the Policy and Procedures Manual shall
                  apply to System Changes:

                  (i)      The Management Committee established pursuant to Part
                           5 of SCHEDULE E shall act as the Parties' joint
                           committee for supporting and evaluating potential
                           System Changes.

                  (ii)     SBC or Amdocs will submit a description of any
                           desired System Change, together with a description of
                           the reasons for such System Change (a "CHANGE
                           REQUEST"), to the Management Committee for initial
                           business and technical review and prioritization.

                  (iii)    Amdocs will review the Change Request and provide the
                           Management Committee with the items designated in
                           SECTION 9.5(c), including a high-level description of
                           the proposed System Changes, together with possible
                           alternatives, [**].

                  (iv)     The Management Committee will then review the Change
                           Request and Amdocs' response and will develop and
                           provide to SBC cost-benefit and other appropriate
                           analyses regarding the proposed System Change.

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                  (v)      If SBC determines that it desires to proceed with the
                           proposed System Changes, it will so notify Amdocs in
                           writing.

                  (vi)     [**], Amdocs will, [**] as is contemplated in this
                           SECTION 9.5(b) and Section 9.5(c).

         (c)      SPECIFIC PROCEDURES FOR NEW SERVICES. If SBC requests that
                  Amdocs perform any System Change or other services that are
                  New Services, Amdocs shall promptly prepare a New Services
                  proposal for SBC's consideration. Unless otherwise agreed by
                  the Parties, Amdocs shall prepare such New Services proposal
                  [**] and shall deliver such proposal to SBC [**] after its
                  receipt of SBC's request, or as otherwise agreed between the
                  Parties; provided, however, that Amdocs shall use all
                  commercially reasonable efforts to respond more quickly in the
                  case of a pressing business need or an emergency situation.
                  SBC shall provide such information as Amdocs reasonably
                  requests in order to prepare such New Services proposal. Such
                  New Services proposal shall include, among other things, (i) a
                  detailed project plan [**] for the[**]New Service [**]; (ii) a
                  detailed breakdown of such estimate, (iii) a Schedule for
                  commencing and completing the New Service, (iv) a description
                  of the new hardware or software to be provided by Amdocs in
                  connection with the New Service, (v) a description of the
                  software, hardware and other resources necessary to provide
                  the New Service, (vi) any additional facilities or labor
                  resources to be provided by SBC in connection with the
                  proposed New Service, and (vii) if applicable, [**] the
                  proposed New Service. SBC may accept or reject any New
                  Services proposal in its sole discretion and Amdocs shall not
                  be obligated to perform any New Services to the extent the
                  applicable proposal is rejected. Unless the Parties otherwise
                  agree, if SBC accepts Amdocs' proposal, Amdocs and SBC shall
                  sign an Order for such New Services containing the agreed to
                  resolution of the items required to be included in the New
                  Services proposal set forth above, and Amdocs will perform the
                  New Services and be paid in accordance with such Order and the
                  provisions of this Agreement. In the case of a conflict
                  between the provisions of this Agreement and the express
                  provisions of an Order, the provisions of the Order will
                  prevail as to such conflict, provided that the Order shall be
                  construed in a manner consistent with the terms of this
                  Agreement to the fullest extent possible. An Order may be
                  modified only in writing by the Parties, and shall be binding
                  on the Parties only when executed, confirmed or acknowledged
                  in writing by both Parties. Upon SBC's acceptance of a Amdocs
                  proposal for New Services, the scope of the Services will be
                  expanded and this Agreement will be modified to include such
                  New Services. [**] Amdocs shall [**] Amdocs shall use
                  commercially reasonable efforts to identify [**], and (3)
                  Amdocs shall [**], provided that [**]; provided the [**].

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         (d)      NEW SERVICES PERFORMED BY TRANSITIONED EMPLOYEES. [**] New
                  Services that will be provided by Amdocs using the
                  Transitioned Employees [**]

         (e)      SYSTEM CHANGE COSTS. Unless otherwise specified in SCHEDULE E
                  or approved in accordance with Section 9.5(b) or for New
                  Services in accordance with SECTION 9.5(c) or otherwise, [**]
                  associated with (i) the design, installation, implementation,
                  testing and rollout of such System Change, (ii) any
                  modification or enhancement to, or substitution for, any
                  impacted Software, Equipment or System, (iii) any increase in
                  the cost of operating, maintaining or supporting any impacted
                  Software, Equipment or System, and (iv) subject to SECTION
                  9.5(j), any increase in infrastructure resource usage to the
                  extent it results from a System Change.

         (f)      [**] provided as [**]which shall be [**] shall be performed
                  [**] The Parties acknowledge that, subject to the terms and
                  conditions of this Agreement, [**] in accordance with the
                  terms and conditions hereof. [**]. To the extent that [**]
                  shall be [**], then the [**]. The Parties will [**]. In those
                  cases [**], Amdocs and SBC will [**] To the extent that SBC
                  and Amdocs [**]. Upon the expiration of this Agreement, [**].

         (g)      [**]. Amdocs shall [**] the Services; (ii) require material
                  changes to SBC facilities, systems, software, utilities, tools
                  or equipment; (iii) require [**], (iv) have [**] as specified
                  in SECTION 9.4 [**] to which [**].

         (h)      TEMPORARY EMERGENCY CHANGES. Notwithstanding the foregoing,
                  Amdocs may make temporary System Changes required by an
                  emergency [**]. Amdocs shall document and report such
                  emergency changes to SBC [**] after the change is made. Such
                  System Changes shall not be implemented on a permanent basis
                  [**].

         (i)      IMPLEMENTATION. Unless otherwise agreed to by the Parties,
                  Amdocs will Schedule and implement all System Changes so as
                  not to (i) materially disrupt or adversely impact the business
                  or operations of SBC or the Eligible Recipients, (ii) degrade
                  the Services then being received by them; or (iii) reduce the
                  Service Levels.

         (j)      PLANNING AND TRACKING. [**], Amdocs will prepare a [**] "look
                  ahead" Schedule for ongoing and planned System Changes [**].
                  The status of System Changes will be monitored and tracked by
                  Amdocs against the applicable Schedule.

         (k)      NEW ELIGIBLE RECIPIENTS. System Changes required by the
                  addition of Potential Eligible Recipients as new Eligible
                  Recipients shall follow the processes otherwise set forth in
                  this SECTION 9.5. In addition, SBC shall [**] set forth in the
                  applicable Order if SBC adds a Potential Eligible Recipient as
                  a new Eligible Recipient; provided however, that [**] new
                  Eligible Recipients [**] in such [**] as Eligible Recipients

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                                                          Agreement No. 02026409

                  Recipient as a new Eligible Recipient; provided however, that
                  [**] new Eligible Recipients [**] in such [**] as Eligible
                  Recipients.

         (l)      [**]. SBC may [**] under the provisions of this Agreement and
                  (ii) Amdocs shall [**]

         (m)      SERVICES EVOLUTION AND MODIFICATION. The Parties anticipate
                  that the Services will evolve and be supplemented, modified,
                  enhanced or replaced over time to keep pace with technological
                  advancements and improvements in the methods of delivering
                  services. The Parties acknowledge and agree that these changes
                  will modify the "Services" and may result in New Services.

         (n)      ELIGIBLE RECIPIENT REQUESTS. Amdocs will promptly inform the
                  SBC Contract Office of requests for New Services from Eligible
                  Recipients, and shall submit any proposals for New Services to
                  the SBC Contract Office or its designee. Amdocs shall [**] any
                  Eligible Recipients[**], Amdocs shall not be deemed to be in
                  breach of any obligation to provide New Services to such
                  Eligible Recipient. [**] this SECTION 9.5(n),[**] this SECTION
                  9.5(n).

         (o)      PROJECT PROPOSALS. To the extent required under this Agreement
                  or the Policy and Procedures Manual, Amdocs shall prepare a
                  Project proposal in accordance with this SECTION 9.5 prior to
                  beginning such Project. SBC may accept or reject such Project
                  proposal in its sole discretion. Amdocs Personnel assigned to
                  perform Projects shall possess the training, education,
                  experience, competence and skill to perform such work. The SBC
                  Contract Office or its designee shall define and set the
                  priority for such Projects. Amdocs shall [**]. Amdocs shall
                  use commercially reasonable efforts [**], Amdocs shall [**]
                  the work to be performed by Amdocs, [**].

         (p)      [**]. From time to time, [**], Amdocs shall [**]. SBC shall
                  [**]; and Amdocs shall [**] the terms of this Agreement [**]
                  to this Agreement.

         (q)      INFORMATION FOR EXERCISE OF STRATEGIC DECISIONS AUTHORITY. In
                  order to facilitate SBC's Strategic Decisions, architecture,
                  standards and plans pursuant to SECTION 9.4, Amdocs will
                  provide SBC with such information as SBC shall reasonably
                  require with respect to any such proposed Change Request.

9.6      SOFTWARE CURRENCY.

         (a)      CURRENCY OF SOFTWARE. Subject to and in accordance with
                  SECTIONS 6.3(a), 6.5, 5.5, 9.4, 9.5, 9.6(c) and SCHEDULE J,
                  Amdocs agrees to maintain reasonable currency for all Software
                  for which it is financially responsible under this Agreement
                  and to provide maintenance and support for new releases and
                  versions of Software for which it is operationally
                  responsible. [**], (i) Amdocs shall [**]

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                  or as otherwise [**], and (ii) Amdocs shall [**] include (i)
                  providing and supporting [**]; (ii) supporting [**]; and (iii)
                  providing support [**] on the Commencement Date [**] and with
                  the following [**] shall be [**]; and (ii) [**] must be [**].
                  Further, [**] on the Commencement Date [**]. Notwithstanding
                  the foregoing, [**], Amdocs will [**].

         (b)      EVALUATION AND TESTING. Prior to installing a new Major
                  Release or Minor Release, Amdocs shall evaluate and test such
                  Release to verify that it will perform in accordance with this
                  Agreement and the architectures [**] of the Services. The
                  evaluation and testing performed by Amdocs shall [**] under
                  such circumstances.

         (c)      APPROVAL BY SBC. Notwithstanding SECTION 9.6(a), Amdocs shall
                  confer with SBC prior to installing any Major Release or Minor
                  Release, shall provide SBC with the results of its testing and
                  evaluation of such Major Release or Minor Release [**]. Amdocs
                  shall [**].

         (d)      UPDATES BY SBC. SBC and the Eligible Recipients shall have the
                  right, but not the obligation, to install new releases of,
                  replace, or make other changes to Software for which SBC is
                  financially responsible under this Agreement.

9.7      YEAR 2000 COMPLIANCE.

         (a)      MATERIALS. Amdocs represents, warrants and covenants that as
                  of the Effective Date or the date of installation, whichever
                  is later, all Amdocs Owned Materials ([**]) and Developed
                  Materials shall be Year 2000 Complaint.

         (b)      THIRD PARTY EQUIPMENT OR SOFTWARE. Amdocs shall obtain
                  assurances from each third party supplier from whom Amdocs
                  procures new third party Equipment or Software to be operated,
                  maintained, supported or used by Amdocs, SBC or the Eligible
                  Recipients under this Agreement that such Equipment or
                  Software is Year 2000 Compliant and will perform in accordance
                  with the manufacturer's specifications, including those
                  pertaining to the accurate receipt, processing, exchange and
                  storage of date information. Amdocs shall not procure any such
                  Equipment or Software not having such assurances without SBC's
                  prior approval.

         (c)      NO FORCE MAJEURE EVENT. The failure of any Equipment, Software
                  or System for which Amdocs is operationally responsible to be
                  Year 2000 Compliant shall not be considered a force majeure
                  event and shall not relieve Amdocs of any of its obligations
                  under this Agreement, including its obligations to perform the
                  Services in accordance with the Service Levels.

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                          except by written agreement.

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9.8      ACCESS TO SPECIALIZED AMDOCS SKILLS AND RESOURCES.

         Upon SBC's request, Amdocs shall provide SBC with [**] access to
         Amdocs' [**]. The Parties acknowledge that [**] may, in some cases,
         [**], but in no event shall [**] under this subsection [**] upon such
         [**]process. If SBC authorizes Amdocs to proceed but the Parties
         disagree as to whether [**], Amdocs shall proceed [**] pursuant to
         ARTICLE 19.

9.9      AUDIT RIGHTS.

         (a)      AMDOCS RECORDS. Amdocs shall, and shall cause its
                  Subcontractors and suppliers to, maintain complete and
                  accurate records of and supporting documentation for [**] all
                  transactions, authorizations, System Changes, implementations,
                  soft document access, reports, analyses, data or information
                  created, generated, collected, processed or stored by Amdocs
                  in the performance of its obligations under this Agreement
                  ("CONTRACT RECORDS"). Amdocs shall maintain such Contract
                  Records in accordance with generally accepted accounting
                  principles applied on a consistent basis and generally
                  accepted auditing standards. Amdocs shall retain Contract
                  Records in accordance with SBC's record retention policy as it
                  may be modified from time to time and provided to Amdocs in
                  writing.

         (b)      OPERATIONAL AUDITS. Amdocs shall, and shall cause its
                  Subcontractors to, provide to SBC [**] access at reasonable
                  hours to Amdocs Personnel, to the facilities at or from which
                  Services are then being provided, transportation vehicles or
                  vessels, or containers used to perform Services, and to Amdocs
                  records and other pertinent information, all to the extent
                  relevant to the Services and Amdocs' obligations under this
                  Agreement. Such access shall be provided for the purpose [**]
                  of this Agreement, [**].

         (c)      FINANCIAL AUDITS. During the term of this Agreement and for a
                  period [**] of this Agreement, Amdocs shall, and shall cause
                  its Subcontractors to, provide to SBC (and internal and
                  external auditors, inspectors, regulators and other
                  representatives that SBC may designate from time to time,
                  provided they are not Direct Amdocs Competitors) access at
                  reasonable hours to Amdocs Personnel and to Contract Records
                  and other pertinent information, all to the extent relevant to
                  the performance of Amdocs' obligations under this Agreement.
                  Such access shall be provided for the purpose of performing
                  audits and inspections with respect to [**] legal, regulatory
                  and contractual requirements. Amdocs shall provide any
                  assistance reasonably requested by SBC or its designee in
                  conducting any such audit and shall make requested personnel,
                  records and information available during the term of this
                  Agreement and thereafter, during the period specified in SBC's
                  records retention policy, as it may be modified from time to
                  time. [**] in accordance with ARTICLE 19, Amdocs shall [**].

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                                                          Agreement No. 02026409

         (d)      AUDIT ASSISTANCE. SBC and certain Eligible Recipients may be
                  subject to regulation by governmental bodies and other
                  regulatory authorities under applicable laws, rules,
                  regulations and contract provisions. If a governmental body or
                  regulatory authority exercises its right to examine or audit
                  SBC's or an Eligible Recipient's books, records, documents or
                  accounting practices and procedures pursuant to such laws,
                  rules, regulations or contract provisions, Amdocs shall
                  provide all reasonable assistance requested by SBC or the
                  Eligible Recipient in responding to such audits or government
                  requests for information.

         (e)      GENERAL PROCEDURES.

                  (i)      [**], SBC shall not be given access to (i) the
                           proprietary information of other Amdocs customers,
                           (ii) Amdocs locations that are not related to SBC or
                           the Services, or (iii) Amdocs' internal costs and
                           expenses, [**]

                  (ii)     In performing audits, SBC shall endeavor to avoid
                           unnecessary disruption of Amdocs' operations and
                           unnecessary interference with Amdocs' ability to
                           perform the Services in accordance with the Service
                           Levels.

                  (iii)    Prior to being granted access, external parties shall
                           first enter into a non-disclosure agreement with
                           Amdocs, in form substantially as set forth in EXHIBIT
                           6.

                  (iv)     Following any audit, SBC shall conduct (in the case
                           of an internal audit), or request its external
                           auditors or examiners to conduct, an exit conference
                           with Amdocs to obtain factual concurrence with issues
                           identified in the review.

                  (v)      SBC shall provide Amdocs with advanced notice [**]
                           prior to any operational or financial audit by SBC or
                           its authorized agents or representatives. SBC shall
                           be given adequate private workspace in which to
                           perform an audit, plus reasonable access to
                           photocopiers, telephones, facsimile machines,
                           computer hook-ups, and any other facilities or
                           equipment needed for the performance of the audit.
                           SBC will not undertake audits [**], unless SBC has
                           reasonable grounds to believe that Amdocs is not in
                           compliance with this Agreement, including improper
                           invoicing of SBC, or SBC is otherwise required to
                           undertake such audit.

         (f)      AMDOCS INTERNAL AUDIT. If Amdocs determines as a result of its
                  own internal audit that it has overcharged SBC, then Amdocs
                  shall promptly pay to SBC the amount of such overcharge,
                  together with interest from the date of Amdocs' receipt of
                  such overcharge at the Prime Rate. In the event such an audit
                  results in a determination that Amdocs has undercharged SBC,
                  then, subject to SBC's right

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                                                          Agreement No. 02026409

                  to dispute the amount of such undercharge, Amdocs shall
                  immediately report such undercharge to SBC and the amount of
                  such undercharge shall be treated, for invoicing and payment
                  purposes, as a credit in arrears for the month in which the
                  undercharge is discovered or in the month in which the final
                  resolution occurs.

         (g)      AMDOCS RESPONSE. Amdocs and SBC shall meet to review each
                  audit report promptly after the issuance thereof. Amdocs will
                  respond to each audit report in writing [**] from receipt of
                  such report, [**]. Amdocs and SBC shall develop and agree upon
                  an action plan to promptly address and resolve any
                  deficiencies, concerns and/or recommendations in such audit
                  report and Amdocs, [**], shall undertake remedial action in
                  accordance with such action plan and the dates specified
                  therein.

         (h)      AMDOCS RESPONSE TO GOVERNMENT AUDITS. If an audit by a
                  governmental body or regulatory authority having jurisdiction
                  over SBC, an Eligible Recipient or Amdocs results in a finding
                  that Amdocs is not in compliance with any generally accepted
                  accounting principle or other audit requirement or any rule,
                  regulation or law relating to the performance of its
                  obligations under this Agreement, Amdocs shall, [**] and
                  within the time period specified by such auditor, address and
                  resolve the deficiency(ies) identified by such governmental
                  body or regulatory authority.

         (i)      AUDIT COSTS. Amdocs and its Subcontractors and suppliers shall
                  provide the Services described in this SECTION 9.9 [**].

9.10     AGENCY AND DISBURSEMENTS.

         (a)      DISBURSEMENTS. Beginning on the Commencement Date, Amdocs
                  shall make payments to certain lessors, licensors and
                  suppliers as paying agent of SBC or the Eligible Recipients,
                  or shall reimburse SBC for payments made by SBC or the
                  Eligible Recipients to such lessors, licensors and suppliers,
                  if and to the extent such payments relate to Third Party
                  Contracts, Equipment Leases or Third Party Software licenses
                  as to which Amdocs is financially responsible, but which have
                  not been formally transferred to Amdocs.

         (b)      LIMITED AGENCY. SBC hereby appoints Amdocs as its limited
                  agent during the term of this Agreement solely for the
                  purposes of the administration of Pass-Through Expenses and
                  amounts under Third Party Contracts, Equipment Leases and
                  Third Party Software licenses for which Amdocs is financially
                  responsible under SCHEDULES E or E.1. SBC shall provide, on a
                  timely basis, such affirmation of Amdocs' authority to such
                  lessors, licensors, suppliers and other third parties as
                  Amdocs may reasonably request.

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                                                          Agreement No. 02026409

         (c)      REIMBURSEMENT FOR SUBSTITUTE PAYMENT. If either Party in error
                  pays to a third party an amount for which the other Party is
                  responsible under this Agreement, the Party that is
                  responsible for such payment shall promptly reimburse the
                  paying Party for such amount.

         (d)      NOTICE OF DECOMMISSIONING. Amdocs agrees to notify SBC
                  promptly if and to the extent SBC owned Equipment or SBC
                  leased Equipment will no longer be used to provide the
                  Services. The notification will include the identification of
                  the Equipment, and the date it will no longer be needed by
                  Amdocs, along with the reason for decommissioning. Upon
                  receipt of any such notice, SBC may (or may cause the
                  applicable Eligible Recipient to), in its sole discretion,
                  terminate the Equipment lease for such leased Equipment as of
                  the date specified in such notice and sell or otherwise
                  dispose of or redeploy such SBC owned Equipment that is the
                  subject of such a notice as of the date specified in such
                  notice. Upon Amdocs ceasing to use any Equipment (or, in the
                  case of leased Equipment, upon the last day SBC is obligated
                  to make such leased Equipment available to Amdocs, if
                  earlier), Amdocs shall return the same to SBC in condition at
                  least as good as the condition thereof on the Commencement
                  Date, ordinary wear and tear excepted. Amdocs shall, [**]C.

9.11     SUBCONTRACTORS.

         (a)      USE OF SUBCONTRACTORS. Amdocs shall [**], Amdocs shall (i)
                  [**] the Services [**] the proposed Subcontractor, [**]; and
                  (ii) [**] such Subcontractor. [**] during the term of this
                  Agreement [**]. Notwithstanding the foregoing, [**].

         (b)      SHARED SUBCONTRACTORS. Amdocs may, in the ordinary course of
                  business, subcontract (i) for third party services or products
                  that are not exclusively dedicated to SBC and that do not
                  include regular direct contact with SBC or Eligible Recipient
                  personnel or the performance of services at SBC Sites or (ii)
                  with temporary personnel firms for the provision of temporary
                  contract labor (collectively, "SHARED SUBCONTRACTORS");
                  provided, that such Shared Subcontractors possess the training
                  and experience, competence and skill to perform the work in a
                  skilled and professional manner. SBC shall have no approval
                  right with respect to such Shared Subcontractors. If, however,
                  SBC expresses dissatisfaction with the services of a Shared
                  Subcontractor, Amdocs shall work in good faith to resolve
                  SBC's concerns on a mutually acceptable basis and, at SBC
                  request, replace such Shared Subcontractor at no additional
                  cost to SBC.

         (c)      AMDOCS RESPONSIBILITY. Amdocs shall be responsible for any
                  failure by any Subcontractor or Subcontractor personnel to
                  perform in accordance with this

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                                                          Agreement No. 02026409

                  Agreement or to comply with any duties or obligations imposed
                  on Amdocs under this Agreement to the same extent as if such
                  failure to perform or comply was committed by Amdocs or Amdocs
                  employees. Amdocs shall guarantee the performance of all such
                  Subcontractors and Subcontractor personnel providing any of
                  the Services hereunder. Amdocs shall be SBC's sole point of
                  contact regarding the Services, including with respect to
                  payment.

9.12     SUPPLIER DIVERSITY.

         (a)      MBE/WBE/DVBE.

                  (i)      SBC seeks to give minority-, women- and Disabled
                           Veteran-owned businesses the maximum opportunity to
                           participate in the performance of its contracts;
                           current goals are MBE-[**]%, WBE-[**]%, and
                           DVBE-[**]%. Amdocs commits to goals for the
                           participation of MBE/WBE and DVBE firms (as defined
                           in subsection (e) below entitled "MBE/WBE/DVBE
                           Cancellation") as follows: MBE - [**]% percent annual
                           MBE participation; WBE - [**]% percent annual WBE
                           participation; and DVBE - [**]% percent annual DVBE
                           participation. These goals apply to all annual
                           expenditures by any entity pursuant to this Agreement
                           with Amdocs.

                  (ii)     Attached hereto and incorporated herein as SCHEDULE T
                           is Amdocs' completed Participation Plan outlining its
                           MBE/WBE/DVBE goals and specific and detailed plans to
                           achieve those goals. Amdocs will submit an updated
                           Participation Plan annually by the first week in
                           January during each calendar year of the term of this
                           Agreement. Amdocs will submit MBE/WBE/DVBE Results
                           Reports quarterly by the end of the first week
                           following the close of each quarter, using the form
                           attached hereto and incorporated herein as SCHEDULE
                           T. Participation Plans and Results Reports will be
                           submitted to the SBC Contract Office.

                  (iii)    [**] under this Agreement [**]. In addition, Amdocs
                           may [**] under this Agreement [**].

         (b)      MBE/WBE/DVBE CANCELLATION.

                  (i)      [**] of this Agreement. In the event [**] this
                           Agreement [**].

                  (ii)     For Amdocs purchases under this Agreement, MBEs/WBEs
                           are defined as businesses, which are certified as
                           MBEs/WBEs by a certifying agency recognized by SBC.

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                          except by written agreement.

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                                                          Agreement No. 02026409

                  (iii)    MBEs/WBEs must be [**] owned by a minority individual
                           or group or by one or more women (for publicly-held
                           businesses, [**] of the stock must be owned by one or
                           more of those individuals), and the MBEs/WBEs'
                           management and daily business operations must be
                           controlled by one or more of those individuals, and
                           these individuals must be either U.S. citizens or
                           legal aliens with permanent residence status. For the
                           purpose of this definition, minority group members
                           include male or female Asian Americans, Black
                           Americans, Filipino Americans, Hispanic Americans,
                           Native Americans (i.e., American Indians, Eskimos,
                           Aleuts and Native Hawaiians), Polynesian Americans,
                           and multi-ethnic (i.e., any combination of MBEs and
                           WBEs where no one specific group has [**] ownership
                           and control of the business, but when aggregated, the
                           ownership and control combination meets or exceeds
                           the [**]. "Control" in this context means exercising
                           the power to make policy decisions. "Operate" in this
                           context means actively involved in the day-to-day
                           management of the business and not merely acting as
                           officers or directors.

                  (iv)     For Amdocs purchases under this Agreement, DVBEs are
                           defined as any business concern that satisfies the
                           requirements of the following paragraph and is
                           certified as a DVBE by a certifying agency recognized
                           by SBC.

                  (v)      The DVBE must be (i) a non publicly-owned [**] owned
                           by one or more disabled veterans; or (ii) a
                           publicly-owned business in which [**] of the stock is
                           owned by one or more disabled veterans; or (iii) a
                           subsidiary which is wholly owned by a parent
                           corporation, but only if [**] of the voting stock of
                           the parent corporation is owned by one or more
                           disabled veterans; or (iv) a joint venture in which
                           [**] of the joint venture's management and control
                           and earnings are held by one or more disabled
                           veterans. In each case, the management and control of
                           the daily business operations must be by one or more
                           disabled veterans. A disabled veteran is a veteran of
                           the military, naval or air service of the United
                           States with a service-connected disability.
                           "Management and control" in this context means
                           exercising the power to make policy decisions and
                           actively involved in the day-to-day management of the
                           business and not merely acting as officers or
                           directors.

9.13     GOVERNMENT CONTRACT FLOW-DOWN CLAUSES.

         (a)      GENERAL. The Parties acknowledge and agree that, as a matter
                  of federal procurement law, Amdocs may be deemed a
                  subcontractor to SBC or an Eligible Recipient under one or
                  more of their contracts with the federal government, that the
                  Services provided or to be provided by Amdocs in such
                  circumstances may

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                  constitute "COMMERCIAL ITEMS" as that term is defined in the
                  Federal Acquisition Regulation, 48 C.F.R. Section 52.202, and
                  that subcontractors providing commercial items under
                  government contracts are subject to certain mandatory
                  flow-down clauses (currently, (i) Equal Opportunity, (ii)
                  Affirmative Action for Special Disabled and Vietnam Era
                  Veterans, and (iii) Affirmative Action for Handicapped
                  Workers) under the Federal Acquisition Regulation, 48 C.F.R.
                  Section 52.244-6. The Parties agree that, insofar as certain
                  clauses are be required to be flowed down to Amdocs, Amdocs
                  shall comply, [**] with those clauses required by applicable
                  regulations to be included in a subcontract for commercial
                  items.

         (b)      SPECIAL REQUIREMENTS. The Parties do not believe that the
                  Services provided by Amdocs under this Agreement will be
                  subject to government flow-down requirements other than those
                  associated with any subcontracts for commercial items. Should
                  compliance by Amdocs with additional flow-down provisions
                  nevertheless be required by the federal government in certain
                  circumstances, Amdocs shall comply with such additional
                  flow-down provisions as are required by applicable regulations
                  to be included in a subcontract, and the Parties shall
                  negotiate in good faith regarding the additional
                  consideration, if any, to be paid to Amdocs in such
                  circumstances. [**] pursuant to SECTION 11.5, [**].

10.      SBC RESPONSIBILITIES.

10.1     RESPONSIBILITIES.

         In addition to SBC's responsibilities as expressly set forth elsewhere
         in this Agreement, SBC shall be responsible for the following:

         (a)      SBC CONTRACT OFFICE. The SBC Contract Office shall have the
                  authority to act on behalf of SBC in all day-to-day matters
                  pertaining to this Agreement. SBC may change the designated
                  SBC Contract Office from time to time by providing notice to
                  Amdocs. Additionally, SBC will have the option, but will not
                  be obligated, to designate in writing additional
                  representatives who will be authorized to make certain
                  decisions (e.g., regarding emergency maintenance) if the SBC
                  Contract Office is not available.

         (b)      COOPERATION. SBC shall cooperate with Amdocs by, among other
                  things, making available, as reasonably requested by Amdocs,
                  management personnel, information, approvals and acceptances
                  so that Amdocs may accomplish its obligations and
                  responsibilities hereunder.

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                                                          Agreement No. 02026409

         (c)      REQUIREMENT OF WRITING. To the extent Amdocs is required under
                  this Agreement to obtain SBC's approval, consent or agreement,
                  such approval, consent or agreement must be in writing and
                  must be signed or e-mailed by the SBC Contract Office or an
                  authorized SBC representative. Notwithstanding the preceding
                  sentence, the SBC Contract Office may agree in advance in
                  writing that as to certain specific matters oral approval,
                  consent or agreement will be sufficient.

10.2     SAVINGS CLAUSE.

         Amdocs' failure to perform its responsibilities under this Agreement or
         to meet the Service Levels shall be excused if and to the extent such
         Amdocs non-performance is caused by SBC's or an Eligible Recipient's or
         any third party under SBC's or an Eligible Recipient's control's act or
         omission, [**].

11.      CHARGES.

11.1     GENERAL.

         (a)      PAYMENT OF CHARGES. In consideration of Amdocs' performance of
                  the Services, SBC agrees to pay Amdocs the applicable Charges
                  set forth in SCHEDULE J.

         (b)      [**] TRANSITION SERVICES. The [**] for Transition Services
                  provided by or for Amdocs under this Agreement [**]. SBC shall
                  [**] set forth in this ARTICLE 11, or SCHEDULE J. Any and all
                  costs incurred by Amdocs prior to the Effective Date are
                  specified and included in SCHEDULE J (except for work done
                  under agreements between the Parties existing prior to the
                  Effective Date, which shall be paid and invoiced under those
                  existing agreements).

         (c)      [**], Amdocs shall [**].

         (d)      CHARGES FOR NEW SERVICES. For New Services, SBC will pay
                  Amdocs at the Time and Material (T&M) rates listed in SCHEDULE
                  J.

11.2     PASS-THROUGH EXPENSES.

         (a)      PROCEDURES AND PAYMENT. SBC shall pay all Pass-Through
                  Expenses directly to the applicable suppliers following
                  review, validation and approval of such Pass-Through Expenses
                  by Amdocs. Before submitting an invoice to SBC for any
                  Pass-Through Expense, Amdocs shall (i) review and validate the
                  invoiced charges, (ii) identify any errors or omissions, and
                  (iii) communicate with the applicable supplier to correct any
                  errors or omissions, resolve any questions or issues and
                  obtain any applicable credits for SBC. Amdocs shall deliver to
                  SBC

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                  the original supplier invoice, together with any documentation
                  supporting such invoice and a statement that Amdocs has
                  reviewed and validated the invoiced charges, [**] prior to the
                  date on which payment is due. In addition, [**] prior to such
                  date. [**].

         (b)      [**]. Amdocs will [**].

11.3     [**].

         Amdocs acknowledges that [**] set forth in this Agreement [**].

11.4     TAXES

         The Parties' respective responsibilities for taxes arising under or in
         connection with this Agreement shall be as follows:

         (a)      INCOME TAXES. Each Party shall be responsible for its own
                  Income Taxes.

         (b)      SALES, USE AND PROPERTY TAXES. Each Party shall be responsible
                  for any sales, lease, use, personal property or other such
                  taxes on Equipment, Software or property it owns or leases
                  from a third party, including any Equipment lease assigned
                  pursuant to this Agreement, and/or for which it is financially
                  responsible under this Agreement.

         (c)      TAXES ON GOODS OR SERVICES USED BY AMDOCS. [**] shall be
                  responsible for all sales, service, value-added, lease, use,
                  personal property, excise, consumption, and other taxes and
                  duties payable [**] on any goods or services used or consumed
                  by Amdocs in providing the Services where the tax is imposed
                  on [**] use of such goods or services.

         (d)      SERVICE TAXES. [**] shall be financially responsible for all
                  Service Taxes as of the Effective Date on the provision of the
                  Services as a whole, or on any particular Service received by
                  or the license granted pursuant to Schedule X or other
                  products provided to SBC or the Eligible Recipients, from or
                  by Amdocs. If new or higher Service Taxes thereafter become
                  applicable to the Services as a result of either Party moving
                  all or part of its operations to a different jurisdiction
                  (e.g., SBC opening a new office, Amdocs relocating a shared
                  service center) [**] Service Taxes. If new or higher Service
                  Taxes become applicable to such Services after the Effective
                  Date for any other reason (e.g., tax law changes, but not
                  volume changes) the Parties shall negotiate in good faith and
                  diligently seek to agree upon a reasonable and fair allocation
                  and sharing of financial responsibility for such new or
                  additional Service Taxes. If the Parties are unable to agree
                  upon such an allocation and sharing within thirty (30) days,
                  either Party

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                  may submit the issue for resolution through the dispute
                  resolution procedures of SECTION 19.2. If required [**] under
                  this provision. [**]under this Section [**].

         (e)      CERTAIN FOREIGN TAXES. In the event a non-United States
                  Eligible Recipient shall purchase directly from Amdocs under
                  this Agreement any Service, license or product, such
                  non-United States Eligible Recipient shall be financially
                  responsible for Service Taxes and withholding taxes assessed
                  by the applicable foreign (non-United States) jurisdiction in
                  connection with the provision of Service, license or product
                  by Amdocs to such non-United States Eligible Recipient;
                  provided that Amdocs shall, in accordance with SECTION 11.4(f)
                  hereof, cooperate with SBC and the non-United
                  States Eligible Recipient to minimize any liability for such
                  taxes and shall so stipulate such taxes in any applicable
                  proposed Order. In the case of any such required payment [**]
                  the [**] in accordance with the applicable law.

         (f)      EFFORTS TO MINIMIZE TAXES. The Parties agree to reasonably
                  cooperate with each other to enable each to more accurately
                  determine its own tax liability [**] this section is[**].

                  Amdocs' invoices shall separately state the Charges that are
                  subject to taxation and the amount of taxes included therein
                  stated as separate items and shall indicate the jurisdiction
                  imposing the tax. Each Party will provide and make available
                  to the other any resale certificates, information regarding
                  out-of-state or out-of-country sales or use of equipment,
                  materials, or services, and other exemption certificates or
                  information reasonably requested by either Party. [**]The
                  Parties shall [**] in accordance with [**]

                  At SBC's request, Amdocs shall provide SBC with written
                  evidence of Amdocs' filing of all required tax forms and
                  returns required in connection with any Service Taxes
                  collected from SBC, and its collection and remittance of all
                  applicable Service Taxes.

         (g)      TAX AUDITS OR PROCEEDINGS. Each Party will promptly notify the
                  other of, and coordinate with the other, the response to and
                  settlement of, any claim for taxes asserted by applicable
                  taxing authorities for which the other Party is responsible
                  hereunder. With respect to any claim arising out of a form or
                  return signed by a Party to this Agreement, such Party will
                  have the right to elect to control the response to and
                  settlement of the claim, but the other Party will have all
                  rights to participate in the responses and settlements that
                  are appropriate to its potential responsibilities or
                  liabilities. Each Party also shall have the right to challenge
                  the imposition of taxes for which it is financially
                  responsible under this Agreement or, if necessary, to request
                  the other Party to challenge the imposition of such taxes.
                  Such request will not be unreasonably denied. If either Party
                  requests the

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                          except by written agreement.

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                  other to challenge the imposition of any tax, the requesting
                  Party will reimburse the other for all fines, penalties,
                  interest, additions to taxes (penalty in notice) or similar
                  liabilities imposed in connection therewith, plus the
                  reasonable legal fees and expenses it incurs. A Party shall be
                  entitled to any tax refunds or rebates granted to the extent
                  such refunds or rebates are of taxes that were paid by it.

         (h)      TAX FILINGS. Each Party represents, warrants and covenants
                  that it will file appropriate tax returns, and pay applicable
                  taxes owed arising from or related to the provision of the
                  Services in applicable jurisdictions. Amdocs represents,
                  warrants and covenants that it is registered to and will
                  collect and remit Service Taxes in all applicable
                  jurisdictions.

11.5     [**].

         (a)      [**]. As used in this Agreement, [**]" means a circumstance in
                  which [**] and which by the application of SECTION 11.5(c)
                  would [**] include the following:

                  (i)      changes [**];

                  (ii)     changes [**];

                  (iii)    [**] or the [**];

                  (iv)     changes [**];

                  (v)      changes [**];

                  (vi)     changes [**];

                  (vii)    changes [**];

                  (viii)   changes [**]; and

                  (ix)     [**] pursuant to SECTION 11.5.

         (b)      [**]. As used in this Agreement, [**] means the following [**]
                  and which by the application of SECTION 11.5(c) [**].

                  (i)      [**] For example, [**].

                  (ii)     [**] For example, [**].

                  (iii)    [**] changes [**].

                  (iv)     [**] that will [**] in connection with the [**].

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distribution within those companies or for distribution outside those companies
                          except by written agreement.

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         (c)      [**]. [**] set forth in SECTION 9.5 [**] described in either
                  SECTION 11.5(b)(i), (ii) or (iii) above:[**] described in
                  SECTION 11.5(b)(iv) above, [**]. The Parties thereafter
                  shall[**].

11.6     [**].

         (a)      [**]. Subject to SECTION 9.4, Amdocs shall provide [**] and
                  support [**].

         (b)      [**]. The Parties agree that [**], the Parties shall [**].

         (c)      [**]. [**] to provide [**] generally [**] to be [**] generally
                  [**] subject to Section 9.5, [**] with the [**].

         (d)      [**]. Amdocs shall [**] shall include [**].

11.7     PRORATION.

         Periodic charges under this Agreement are to be computed on a calendar
         month basis, and shall be prorated for any partial month on a calendar
         day basis.

11.8     REFUNDABLE ITEMS.

         (a)      PREPAID AMOUNTS. Where SBC has prepaid for a Service for which
                  Amdocs is assuming financial responsibility under this
                  Agreement, Amdocs shall refund to SBC, upon either Party
                  identifying the prepayment, that portion of such prepaid
                  expense that is attributable to periods on and after the
                  Commencement Date. After termination or expiration of this
                  Agreement for any reason, where Amdocs has prepaid for a
                  service that will be received by SBC after termination or
                  expiration of this Agreement, SBC shall refund to Amdocs, upon
                  either Party identifying the prepayment, that portion of such
                  prepaid expense that is attributable to periods on and after
                  the termination or expiration date.

         (b)      REFUNDS AND CREDITS. If Amdocs should receive a refund,
                  credit, discount or other rebate for goods or services paid
                  for by SBC on a Pass-Through Expense, or cost-reimbursement
                  basis, then Amdocs shall (i) notify SBC of such refund,
                  credit, discount or rebate and (ii) pay the full amount of
                  such refund, credit, discount or rebate to SBC.

11.9     [**].

         (a)      [**]. From time to time during the term of this Agreement [**]
                  the Services [**] In making this [**] as and to the extent
                  [**] the term of the agreement; [**] includes the
                  [**]supplier; (iii) [**] includes the [**] this Agreement [**]
                  includes [**].

         (b)      GENERAL. [**] confidentiality and security provisions
                  specified in this Agreement. [**] under this Agreement.

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                                                          Agreement No. 02026409

         (c)      [**]. [**] shall have [**]. If the Parties [**]).

12.      INVOICING AND PAYMENT.

12.1     INVOICING.

         (a)      INVOICE. [**], Amdocs will present SBC with one invoice for
                  any charges or amounts due and owing [**]. Notwithstanding the
                  foregoing, [**]. The invoice shall be delivered to SBC at the
                  address listed in Section 21.3. Except as otherwise set forth
                  herein, Amdocs shall not invoice SBC for any advance or
                  concurrent charges or other amounts.

         (b)      FORMAT AND DATA. Each invoice shall be provided electronically
                  (if requested by SBC) and shall be in the form specified in
                  EXHIBIT 1. Each invoice shall include all details necessary to
                  meet SBC's requirements, [**] requirements. [**]

         (c)      CREDITS. To the extent a credit [**] may be due to SBC
                  pursuant to this Agreement, Amdocs shall provide SBC with an
                  appropriate credit against amounts then due and owing; if no
                  further payments are due to Amdocs, Amdocs shall pay such
                  amounts to SBC [**].

         (d)      LATE INVOICES. [**], Amdocs shall [**]. Notwithstanding
                  SECTION 12.2, SBC shall have a period of time not less than
                  the period between the performance of Services and SBC's
                  receipt of the invoice for such Services in which to
                  investigate the accuracy and, if appropriate, dispute such
                  invoice.

12.2     PAYMENT DUE.

         Subject to the other provisions of this ARTICLE 12, each invoice
         provided for under SECTION 12.1 shall be due and payable [**] of such
         invoice unless the amount in question is disputed in accordance with
         SECTION 12.4. Notwithstanding any other remedies available to Amdocs
         under this Agreement or under applicable law, payment more than [**]
         days after the due date shall bear interest from the date payment is
         due at the rate of [**] percent ([**]%) per annum [**], unless the
         amount in arrears is disputed in good faith and until such dispute is
         resolved. However, the undisputed amounts shall be paid by SBC without
         delay as aforesaid.

12.3     [**].

         With respect to any [**] hereunder.

12.4     [**].

         [**] subject to the following:

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         (a)      [**]. [**] in accordance with this Agreement, [**]. [**] in
                  accordance with this Agreement, [**].

         (b)      [**]. [**] Amdocs shall [**]. [**] in this Agreement, [**]
                  under this Agreement [**] of this Agreement.

         (c)      [**]. [**] Amdocs shall [**].

         (d)      [**]. [**] in this Agreement [**] under this Agreement [**] of
                  this Agreement.

         (e)      [**]. [**] may otherwise have [**].

         (f)      [**]. [**] SBC shall [**].

13.      SBC DATA AND OTHER PROPRIETARY INFORMATION.

13.1     SBC OWNERSHIP OF SBC DATA.

         SBC Data are and shall remain the property of SBC. Amdocs shall
         promptly deliver or provide SBC access to SBC Data to SBC in the
         format, on the media and in the timing prescribed by SBC (i) at any
         time at SBC's request, (ii) at the expiration or termination of this
         Agreement and the completion of all requested Termination Assistance
         Services, or (iii) with respect to particular SBC Data, at such earlier
         date that such data are no longer required by Amdocs to perform the
         Services. Thereafter, Amdocs shall return or destroy, as directed by
         SBC, all copies of the SBC Data in Amdocs' possession or under Amdocs'
         control [**] and deliver to SBC written certification of such return or
         destruction signed by an officer of Amdocs. [**]. SBC Data shall not be
         utilized by Amdocs for any purpose other than the performance of
         Services under this Agreement and the resolution of disputes
         (consistent with SECTION 13.3(b)(iii)). Nor shall SBC Data be sold,
         assigned, leased, commercially exploited or otherwise provided to third
         parties by or on behalf of Amdocs or Amdocs Personnel. Amdocs shall
         promptly notify SBC if Amdocs believes that any use of SBC Data by
         Amdocs contemplated under this Agreement or to be undertaken as part of
         the Services is inconsistent with the foregoing. Amdocs shall not
         possess or assert any lien or other right against or to SBC Data.

13.2     SAFEGUARDING SBC DATA.

         (a)      SAFEGUARDING PROCEDURES. Amdocs shall establish and maintain
                  environmental, safety and facility procedures, data security
                  procedures and other safeguards against the destruction, loss,
                  unauthorized access or alteration of SBC Data in the
                  possession of Amdocs which are [**] as of the Commencement
                  Date [**] and applicable Laws. Amdocs will revise and maintain
                  such procedures and safeguards upon SBC's request. SBC shall
                  have the right to establish backup security for SBC Data and
                  to keep backup copies of the SBC Data in SBC possession at SBC
                  expense if SBC so chooses. Amdocs shall remove all SBC Data
                  from any media taken out of service and shall destroy or
                  securely erase such media in accordance with the Policy and
                  Procedures Manual. No media on which SBC Data is stored may be
                  used or re-used to store data of any other customer of Amdocs
                  or to deliver data to a third party, including another Amdocs
                  customer,

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distribution within those companies or for distribution outside those companies
                          except by written agreement.

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                  unless securely erased in accordance with the Policy and
                  Procedures Manual. In the event Amdocs discovers or is
                  notified of a breach or potential breach of security relating
                  to SBC Data, Amdocs will expeditiously under the circumstances
                  notify SBC and investigate and remediate the effects of such
                  breach or potential breach of security and will provide SBC
                  with such assurances as SBC shall request that such breach or
                  potential breach will not recur.

         (b)      RECONSTRUCTION PROCEDURES. As part of the Services, Amdocs
                  shall be responsible for developing and maintaining procedures
                  for the reconstruction of lost SBC Data which are [**] as of
                  the Commencement Date [**].

         (c)      CORRECTIONS. Amdocs shall at all times adhere to the
                  procedures and safeguards specified in SECTION 13.2(a) and
                  (b), and shall correct, at no charge to SBC, any destruction,
                  loss or alteration of any SBC Data attributable to the failure
                  of Amdocs or Amdocs Personnel to comply with Amdocs'
                  obligations under this Agreement.

13.3     CONFIDENTIALITY.

         (a)      PROPRIETARY INFORMATION. Amdocs and SBC each acknowledge that
                  the other possesses and will continue to possess information
                  that has been developed or received by it, has commercial
                  value in its or its customer's business and is not in the
                  public domain. Except as otherwise specifically agreed in
                  writing by the Parties, "PROPRIETARY INFORMATION" means (i)
                  this Agreement and the terms thereof; (ii) all information
                  marked confidential, restricted or proprietary by either
                  Party; and (iii) any other information that is treated as
                  confidential by the disclosing Party and would reasonably be
                  understood to be confidential, whether or not so marked. In
                  the case of SBC and the Eligible Recipient, Proprietary
                  Information also shall include Software provided to Amdocs by
                  or through SBC or the Eligible Recipients, Developed
                  Materials, SBC Data, attorney-client privileged materials,
                  attorney work product, customer lists, customer information
                  and pricing, strategic plans, account information, research
                  information, trade secrets, financial/accounting information,
                  human resources and personnel information, marketing/sales
                  information, information regarding businesses, plans,
                  operations, third party contracts, internal or external
                  audits, law suits or other information or data obtained,
                  received, transmitted, processed, stored, archived, or
                  maintained by Amdocs under this Agreement. By way of example,
                  SBC Proprietary Information shall include [**]. In the case of
                  Amdocs, Proprietary Information shall include [**].

         (b)      OBLIGATIONS.

                  (i)      During the term of this Agreement and at all times
                           thereafter, Amdocs and SBC shall not disclose, and
                           shall maintain the confidentiality of, all

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                           Proprietary Information of the other Party. SBC and
                           Amdocs shall each use at least the same degree of
                           care to safeguard and to prevent disclosing to third
                           parties the Proprietary Information of the other as
                           it employs to avoid unauthorized disclosure,
                           publication, dissemination, destruction, loss, or
                           alteration of its own like information (or
                           information of its customers) of a similar nature,
                           but not less than reasonable care. Amdocs Personnel
                           shall have access to SBC Proprietary Information only
                           to the extent necessary for such person to perform
                           his or her obligations under or with respect to this
                           Agreement or as otherwise naturally occurs in such
                           person's scope of responsibility, provided that such
                           access is not in violation of Law.

                  (ii)     The Parties may disclose Proprietary Information to
                           their Affiliates, auditors, attorneys, accountants,
                           consultants, contractors and subcontractors, where
                           (A) use by such person or entity is authorized under
                           this Agreement, (B) such disclosure is necessary for
                           the performance of such person's or entity's
                           obligations under or with respect to this Agreement
                           or otherwise naturally occurs in such person's or
                           entity's scope of responsibility, (C) the person or
                           entity (and its applicable officers and employees)
                           agree in writing to assume the obligations described
                           in this SECTION 13.3, and (D) the disclosing Party
                           assumes full responsibility for the acts or omissions
                           of such person or entity and takes all reasonable
                           measures to ensure that the Proprietary Information
                           is not disclosed or used in contravention of this
                           Agreement. Any disclosure to such person or entity
                           shall be under the terms and conditions as provided
                           herein. Each Party's Proprietary Information shall
                           remain the property of such Party. Notwithstanding
                           the foregoing, consultants, contractors and
                           subcontractors and subcontractors of each Party shall
                           enter into a non-disclosure agreement in the forms
                           attached to this Agreement as EXHIBIT 6 with the
                           other Party prior to receiving Proprietary
                           Information of the first Party. Notwithstanding the
                           foregoing, SBC shall not provide Proprietary
                           Information to Direct Amdocs Competitors without
                           Amdocs' consent, [**]; provided, however, that
                           Amdocs' consent [**] Amdocs' Proprietary Information
                           and provided further that Amdocs may, in its sole
                           discretion, [**]s; provided, further, that Amdocs
                           shall [**].

                  (iii)    Neither Party shall (i) make any use or copies of the
                           Proprietary Information of the other Party except as
                           contemplated by this Agreement, (ii) acquire any
                           right in or assert any lien against the Proprietary
                           Information of the other Party, (iii) sell, assign,
                           transfer, lease, or otherwise dispose of Proprietary
                           Information to third parties or commercially exploit
                           such information, including through derivative

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                           works, or (iv) refuse for any reason (including a
                           default or material breach of this Agreement by the
                           other Party) to promptly provide the other Party's
                           Proprietary Information (including copies thereof) to
                           the other Party if requested to do so. Upon
                           expiration or any termination of this Agreement and
                           completion of each Party's obligations under this
                           Agreement, each Party shall return or destroy, as the
                           other Party may direct, all documentation in any
                           medium that contains, refers to, or relates to the
                           other Party's Proprietary Information [**]. Each
                           Party shall deliver to the other Party written
                           certification of its compliance with the preceding
                           sentence signed by an officer of such Party. In
                           addition, each Party shall take all necessary steps
                           to ensure that its employees comply with these
                           confidentiality provisions.

         (c)      EXCLUSIONS. SECTION 13.3(b) shall not apply to any particular
                  information which the receiving Party can demonstrate by
                  written documentation (i) is, at the time of disclosure to it,
                  in the public domain other than through a breach of the
                  receiving Party's or a third party's confidentiality
                  obligations; (ii) after disclosure to it, is published by the
                  disclosing Party or otherwise becomes part of the public
                  domain other than through a breach of the receiving Party's or
                  a third party's confidentiality obligations; (iii) is lawfully
                  in the possession of the receiving Party at the time of
                  disclosure to it; (iv) is received from a third party having a
                  lawful right to disclose such information; or (v) is
                  independently developed by the receiving Party without
                  reference to Proprietary Information of the furnishing Party.
                  In addition, the receiving Party shall not be considered to
                  have breached its obligations under this SECTION 13.3 for
                  disclosing Proprietary Information of the other Party as
                  required, in the opinion of legal counsel, to satisfy any
                  legal requirement of a competent government body, provided
                  that, promptly upon receiving any such request, such Party
                  advises the other Party of the Proprietary Information to be
                  disclosed and the identity of the third party requiring such
                  disclosure prior to making such disclosure in order that the
                  other Party may interpose an objection to such disclosure,
                  take action to assure confidential handling of the Proprietary
                  Information, or take such other action as it deems appropriate
                  to protect the Proprietary Information. The receiving Party
                  shall use commercially reasonable efforts to cooperate with
                  the disclosing Party in its efforts to seek a protective order
                  or other appropriate remedy or in the event such protective
                  order or other remedy is not obtained, to obtain assurance
                  that confidential treatment will be accorded such Proprietary
                  Information.

         (d)      LOSS OF PROPRIETARY INFORMATION. Each Party shall: (i)
                  immediately notify the other Party of any possession, use,
                  knowledge, disclosure, or loss of such other Party's
                  Proprietary Information in contravention of this Agreement;
                  (ii) promptly furnish to the other Party all known details and
                  assist such other Party in

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                  investigating and/or preventing the reoccurrence of such
                  possession, use, knowledge, disclosure, or loss; (iii)
                  cooperate with the other Party in any investigation or
                  litigation deemed necessary by such other Party to protect its
                  rights; and (iv) promptly use all commercially reasonable
                  efforts to prevent further possession, use, knowledge,
                  disclosure, or loss of Proprietary Information in
                  contravention of this Agreement. Each Party shall bear any
                  costs it incurs in complying with this SECTION 13.3(d).

         (e)      NO IMPLIED RIGHTS. Nothing contained in this Section 13.3
                  shall be construed as obligating a Party to disclose its
                  Proprietary Information to the other Party, or as granting to
                  or conferring on a Party, expressly or impliedly, any rights
                  or license to any Proprietary Information of the other Party.

         (f)      SURVIVAL. The Parties' obligations of non-disclosure and
                  confidentiality shall survive the expiration or termination of
                  this Agreement for a period of ten (10) years.

13.4     FILE ACCESS.

         SBC will have unrestricted access to, and the right to review and
         retain the entirety of, all computer or other files containing SBC
         Data, as well as all systems and network logs. At no time will any of
         such files or other materials or information be stored or held in a
         form or manner not immediately accessible to SBC. Amdocs shall provide
         to the SBC Contract Office all passwords, codes, comments, keys,
         documentation and the locations of any such files promptly upon the
         request of SBC, including Equipment and Software keys and such
         information as to format, encryption (if any) and any other
         specifications or information necessary for SBC to retrieve, read,
         revise and/or maintain such files. [**] SBC may request access [**] as
         contemplated by this Agreement.

14.      OWNERSHIP OF MATERIALS.

14.1     SBC OWNED MATERIALS.

         SBC shall be the sole and exclusive owner of all SBC owned Materials,
         including SBC Owned Software, and all enhancements and derivative works
         of such Materials, including United States and foreign intellectual
         property rights in such Materials ("SBC OWNED MATERIALS").

14.2     DEVELOPED MATERIALS.

         (a)      OWNERSHIP [**]. Unless the Parties agree otherwise, [**]
                  pursuant to this Agreement, but not including [**] of this
                  Agreement [**] in connection with the

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                  Services provided by Amdocs under this Agreement [**]. If any
                  such Developed Materials may [**] such Developed Materials,
                  [**]. Amdocs acknowledges [**] such Developed Materials.
                  Amdocs agrees [**] Amdocs is free [**] (including under this
                  Agreement) [**] (including rights in the [**].

         (b)      [**]. Amdocs shall, [**] Developed Materials. [**] such
                  Materials; [**] for such Materials shall [**] of such
                  Materials [**] applicable to Developed Materials.

14.3     AMDOCS OWNED MATERIALS.

         (a)      GENERAL. Amdocs shall be the sole and exclusive owner of the
                  (i) Materials it lawfully owned prior to the Commencement
                  Date, (ii) Materials acquired by Amdocs on or after the
                  Commencement Date (including any such Materials purchased from
                  SBC pursuant to this Agreement), (iii) derivative works of
                  Amdocs Owned Software created by Amdocs and not otherwise
                  owned by SBC pursuant to the terms of this Agreement, (iv)
                  Materials developed by Amdocs other than in the course of the
                  performance of its obligations under this Agreement or in
                  connection with the use of any SBC Data or SBC Owned Software
                  ("AMDOCS OWNED MATERIALS"), including United States and
                  foreign intellectual property rights in such Amdocs Owned
                  Materials.

         (b)      EMBEDDED MATERIALS. To the extent that Amdocs Owned Materials
                  are embedded in any Developed Materials covered by SECTION
                  14.2(a), Amdocs shall not be deemed to have assigned its
                  intellectual property rights in such Amdocs Owned Materials to
                  SBC, but Amdocs hereby grants to SBC a license consistent with
                  and on the same terms as the license granted to SBC under
                  SCHEDULE X for so long as such Amdocs Owned Materials remain
                  embedded in such Developed Materials.

         (c)      [**]. [**], Amdocs will [**] perform the Services.

14.4     OTHER MATERIALS.

         This Agreement shall not confer upon either Party intellectual property
         rights in Materials of the other Party (to the extent not covered by
         this ARTICLE 14) unless otherwise so provided elsewhere in this
         Agreement.

14.5     GENERAL RIGHTS.

         (a)      COPYRIGHT LEGENDS. Each Party agrees to reproduce copyright
                  legends which appear on any portion of the Materials which may
                  be owned by the other Party or third parties.

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         (b)      [**]. Nothing in this Agreement (including ARTICLE 8) [**]
                  under this Agreement, [**]; provided, however, that this
                  SECTION 14.5(b) shall [**] under this Agreement [**].

         (c)      NO IMPLIED LICENSES. Except as expressly specified in this
                  Agreement, nothing in this Agreement shall be deemed to grant
                  to one Party, by implication, estoppel or otherwise, license
                  rights, ownership rights or any other intellectual property
                  rights in any Materials owned by the other Party or any
                  Affiliate of the other Party (or, in the case of Amdocs, any
                  Eligible Recipient).

         (d)      INCORPORATED MATERIALS. Should either Party incorporate into
                  Developed Materials any intellectual property subject to third
                  party patent, copyright or license rights, any ownership or
                  license rights granted herein with respect to such Materials
                  shall be limited by and subject to any such patents,
                  copyrights or license rights; provided that, prior to
                  incorporating any such intellectual property in any Materials,
                  the Party incorporating such intellectual property in the
                  Materials has disclosed this fact and obtained the prior
                  approval of the other Party.

14.6     SBC RIGHTS UPON EXPIRATION OR TERMINATION OF AGREEMENT.

         As part of the Termination Assistance Services, Amdocs shall provide
         the following to SBC and the Eligible Recipients with respect to
         Materials and Software:

         (a)      SBC OWNED MATERIALS. With respect to Materials owned by SBC,
                  Amdocs shall, [**]:

                  (i)      deliver to SBC all such Materials and all copies
                           thereof in the format and medium in use by Amdocs in
                           connection with the Services as of the date of such
                           expiration or termination; and

                  (ii)     following confirmation by SBC that the copies of such
                           Materials delivered by Amdocs are acceptable and the
                           completion by Amdocs of any Termination Assistance
                           Services for which such Materials are required,
                           destroy or securely erase all other copies of such
                           Materials then in Amdocs' possession and cease using
                           such Materials for any purpose.

         (b)      AMDOCS OWNED MATERIALS. Subject to payment of any Termination
                  Charges due upon termination, with respect to those Materials
                  owned by Amdocs or Amdocs Affiliates and used by them to
                  provide the Services (with the exception of the Amdocs
                  Software Package which is licensed to SBC by Amdocs pursuant
                  to the terms and conditions set forth in SCHEDULE X), Amdocs
                  unless otherwise agreed in advance by SBC in accordance with
                  Section 6.4(c), [**]:

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                  (i)      hereby [**] under SCHEDULE X;

                  (ii)     shall [**]; and

                  (iii)    shall [**] of this Agreement [**] set forth on
                           SCHEDULE X.

         (c)      SBC shall [**] in this SECTION 14.6(c).

         (d)      THIRD PARTY SOFTWARE AND MATERIALS. To the extent permitted
                  under applicable third party agreements, with respect to Third
                  Party Software and Materials licensed by Amdocs or Amdocs
                  Affiliates or Subcontractors and used by them to provide the
                  Services, Amdocs hereby grants to SBC (or, at SBC's election,
                  to SBC's designee who agrees to be bound by the
                  confidentiality requirements of a non-disclosure agreement as
                  otherwise required under this Agreement) a sublicense (with
                  the right to grant sublicenses) offering the same rights and
                  warranties with respect to such Third Party Software and
                  Materials available to Amdocs (or Amdocs Affiliates or
                  Subcontractors), on the same terms and conditions, for the
                  benefit and use of SBC and the Eligible Recipients upon the
                  expiration or termination of this Agreement with respect to
                  the Services for which such Third Party Software or Materials
                  were used, including any growth or increased utilization
                  thereof after the termination or expiration of this Agreement;
                  provided that, during the Termination Assistance Services
                  period, Amdocs may, with SBC's approval, substitute one of the
                  following for such sublicense:

                  (i)      the assignment to SBC (or, at SBC's election, to
                           SBC's designee) of the underlying license for such
                           Third Party Software or Materials; or

                  (ii)     the procurement for SBC (or, at SBC's election, to
                           SBC's designee) of a new license (with terms at least
                           as favorable as those in the license held by Amdocs
                           or its Affiliates or Subcontractors and with the
                           right to grant sublicenses) to such Third Party
                           Software and Materials for the benefit or use of SBC
                           and the Eligible Recipients.

                  In all events, SBC shall be obligated to make monthly or
                  annual payments attributable to periods after the expiration
                  or termination of this Agreement with respect to the Services
                  for which such Third Party Software or Materials were used for
                  the right to receive maintenance or support related thereto,
                  but only to the extent Amdocs would have been obligated to
                  make such payments if it had continued to hold the licenses in
                  question or SBC has agreed in advance to make such payments.

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distribution within those companies or for distribution outside those companies
                          except by written agreement.

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         (e)      SUBSTITUTE MATERIALS. If and to the extent SBC has agreed in
                  advance to accept substitute software or materials, Amdocs
                  may, in lieu of Third Party Software and Materials to which
                  SBC is otherwise entitled under SECTION 6.4(c), deliver the
                  specified licenses and other rights to equivalent software and
                  materials which are sufficient to perform, [**], support or
                  resources and at the levels of efficiency required by this
                  Agreement, the functions of such Third Party Software and
                  Materials after the expiration or termination of this
                  Agreement.

15.      REPRESENTATIONS AND WARRANTIES.

15.1     WORK STANDARDS.

         Amdocs represents and warrants that the Services shall be rendered with
         promptness and diligence and shall be executed in a professional and
         workmanlike manner, in accordance [**] the Service Levels. Amdocs
         represents and warrants that it shall use adequate numbers of qualified
         individuals with suitable training, education, experience, competence
         and skill to perform the Services. Amdocs shall provide such
         individuals with training as to new products and services prior to the
         implementation of such products and services in the SBC environment.

15.2     MAINTENANCE.

         (a)      AMDOCS RESPONSIBILITY. Amdocs represents and warrants that,
                  unless otherwise agreed, it shall maintain the Equipment and
                  Software so that they operate substantially in accordance with
                  the Service Levels and their specifications, including (i)
                  maintaining Equipment in good operating condition, subject to
                  normal wear and tear, (ii) undertaking repairs and preventive
                  maintenance on Equipment in accordance with the applicable
                  Equipment manufacturer's recommendations and requirements, and
                  (iii) performing Software maintenance in accordance with the
                  applicable Software supplier's documentation, recommendations
                  and requirements.

         (b)      OUT OF SUPPORT THIRD PARTY EQUIPMENT AND SOFTWARE. For Third
                  Party Equipment and Software no longer supported by the
                  licensor or manufacturer for which Amdocs has operational
                  responsibility under SCHEDULES E and E.2, Amdocs shall use
                  commercially reasonable efforts to perform maintenance for
                  such Equipment or Software as required.

         (c)      REFRESH. To the extent Amdocs has financial responsibility
                  under SCHEDULES E and E.1 for Equipment or Software, Amdocs
                  shall Upgrade or replace such Equipment or Software as
                  necessary to satisfy its obligations under this Agreement,
                  [**].

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                          except by written agreement.

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15.3     EFFICIENCY AND COST EFFECTIVENESS.

         Amdocs represents and warrants that it shall use commercially
         reasonable efforts to provide the Services in the most effective manner
         consistent with the required level of quality and performance. Without
         limiting the generality of the foregoing, such actions shall include:

         (a)      TIMING OF ACTIONS. Making adjustments in the timing of actions
                  [**]

         (b)      TIMING OF FUNCTIONS. [**], the performance of non-critical
                  functions [**].

         (c)      SYSTEMS OPTIMIZATION. Tuning or optimizing the Systems
                  (including memory) used to perform the Services [**].

         (d)      USAGE SCHEDULING. Controlling its use of the System and/or the
                  SBC data network by scheduling usage, where possible, to low
                  utilization periods

         (e)      ALTERNATIVE TECHNOLOGIES. Using alternative technologies to
                  perform the Services.

         (f)      EFFICIENCY. Efficiently using resources for which SBC retains
                  financial responsibility, consistent with industry norms, and
                  compiling data concerning such efficient use in segregated and
                  auditable form whenever possible.

15.4     SOFTWARE AND MODERNIZATION SERVICES.

         (a)      OWNERSHIP AND USE. Amdocs represents, warrants and covenants
                  that it is either the owner of, or authorized to use, any and
                  all Software provided and used by Amdocs in providing the
                  Services. As to any such Software that Amdocs does not own but
                  is authorized to use, Amdocs shall advise SBC as to the
                  ownership and extent of Amdocs' rights with regard to such
                  Software to the extent any limitation in such rights would
                  materially impair Amdocs' performance of its obligations under
                  this Agreement.

         (b)      AMDOCS OWNED SOFTWARE COMPLIANCE. Amdocs represents, warrants
                  and covenants that any Amdocs Owned Software will [**]
                  described therein.

         (c)      DEVELOPED MATERIALS COMPLIANCE. Amdocs represents, warrants
                  and covenants that Developed Materials shall [**] be set forth
                  in the applicable Order.

         (d)      AMDOCS SOFTWARE PACKAGE COMPLIANCE. In addition to the
                  representations, warranties and covenants above, Amdocs
                  represents, warrants and covenants that Amdocs Software
                  Package [**].

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         (e)      NONCONFORMITY. In the event that the Amdocs owned software,
                  developed materials or the Amdocs software package do not
                  comply with the specifications and criteria set forth in this
                  agreement, and/or materially and adversely affect the services
                  provided hereunder, Amdocs shall repair in accordance with the
                  provisions of Schedule G or replace such software or material
                  with conforming software or material. [**]

         (f)      OUT OF SUPPORT THIRD PARTY SOFTWARE. To the extent third party
                  software for which Amdocs is operationally responsibility
                  under Schedules E and E.2 is no longer supported by the
                  applicable licensor or manufacturer, [**].

15.5     NON-INFRINGEMENT.

         (a)      PERFORMANCE OF RESPONSIBILITIES. Except as otherwise provided
                  in this Agreement, each Party represents and warrants that it
                  shall perform its responsibilities under this Agreement in a
                  manner that does not infringe, or constitute an infringement
                  or misappropriation of, any patent, copyright, trademark,
                  trade secret or other proprietary or privacy rights of any
                  third party; provided, however, that the performing Party
                  shall not have any obligation or liability to the extent any
                  infringement or misappropriation is caused by (i)
                  modifications made by the other Party or its contractors or
                  subcontractors, without the knowledge or approval of the
                  performing Party, (ii) the other Party's combination of the
                  performing Party's work product or Materials with items not
                  furnished, specified or reasonably anticipated by the
                  performing Party or contemplated by this Agreement, (iii) a
                  breach of this Agreement by the other Party, (iv) the failure
                  of the other Party to use corrections or modifications
                  provided by the performing Party offering equivalent features
                  and functionality, or (v) [**] the performing Party to [**].
                  Each Party further represents an warrants that it will not use
                  or create materials in connection with the Services which are
                  or are alleged to be libelous, defamatory or obscene.

         (b)      THIRD PARTY SOFTWARE INDEMNIFICATION. In addition, unless
                  otherwise agreed, with respect to Third Party Software
                  provided by Amdocs pursuant to this Agreement, Amdocs
                  covenants that it shall make commercially reasonable efforts
                  to obtain and provide intellectual property indemnification
                  for SBC (or obtain intellectual property indemnification for
                  itself and enforce such indemnification on behalf of SBC) from
                  the suppliers of such Software. [**] under this Agreement.

         (c)      ACTIONS IN CASE OF INFRINGEMENT. In the event that (1) any
                  Materials, Developed Materials, Equipment or Software provided
                  by Amdocs or its Affiliates or Subcontractors pursuant to this
                  Agreement or used by them in the performance of the Services
                  are found or, based upon a third party claim or threatened
                  claim of infringement, are likely to be found, to infringe
                  upon the patent, copyright, trademark, trade secrets,
                  intellectual property or proprietary rights of any third

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distribution within those companies or for distribution outside those companies
                          except by written agreement.

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                                                          Agreement No. 02026409

                  party [**] under this Agreement or (2) the continued use of
                  such Materials, Developed Materials, Equipment or Software is
                  enjoined, Amdocs shall, in addition to defending, indemnifying
                  and holding harmless SBC as provided in Section 17.1(a)(iii)
                  and to the other rights SBC may have under this Agreement,
                  promptly and at its own cost and expense and in such a manner
                  as to minimize the disturbance to SBC's and the Eligible
                  Recipients' business activities do one of the following:

                  (i)      [**]. [**] such Materials, Developed Materials,
                           Equipment or Software.

                  (ii)     [**]. [**] as contemplated by this Agreement).

                  (iii)    [**]. [**] such items [**].


15.6     AUTHORIZATION.

         Each Party represents and warrants to the other that:

         (a)      CORPORATE EXISTENCE. It is a corporation duly incorporated,
                  validly existing and in good standing under the laws of its
                  State of incorporation;

         (b)      CORPORATE POWER AND AUTHORITY. It has the requisite corporate
                  power and authority to execute, deliver and perform its
                  obligations under this Agreement;

         (c)      LEGAL AUTHORITY. It has obtained all licenses, authorizations,
                  approvals, consents or permits required to perform its
                  obligations under this Agreement under all applicable Laws and
                  under all applicable rules and regulations of all authorities
                  having jurisdiction over the Services, except to the extent
                  the failure to obtain any such license, authorizations,
                  approvals, consents or permits is, in the aggregate,
                  immaterial;

         (d)      DUE AUTHORIZATION. The execution, delivery and performance of
                  this Agreement and the consummation of the transactions
                  contemplated by this Agreement have been duly authorized by
                  the requisite corporate action on the part of such Party; and

         (e)      NO VIOLATION OR CONFLICT. The execution, delivery, and
                  performance of this Agreement shall not constitute a violation
                  of any judgment, order, or decree; a material default under
                  any material contract by which it or any of its material
                  assets are bound; or an event that would, with notice or lapse
                  of time, or both, constitute such a default.

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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

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15.7     INDUCEMENTS.

         Amdocs represents and warrants that it has not given and will not give
         commissions, payments, kickbacks, lavish or extensive entertainment, or
         other inducements of more than minimal value to any employee or agent
         of SBC in connection with this contract. Amdocs also represents and
         warrants that, to the best of its knowledge, no officer, director,
         employee, agent or representative of Amdocs has given any such
         payments, gifts, entertainment or other thing of value to any employee
         or agent of SBC. Amdocs also acknowledges that the giving of any such
         payments, gifts, entertainment, or other thing of value is strictly in
         violation of SBC policy on conflicts of interest, [**].

15.8     MALICIOUS CODE.

         Each party shall cooperate with the other party and shall take
         commercially reasonable actions and precautions (including the use of
         antivirus software) consistent with Schedule E to prevent the
         introduction and proliferation of malicious code into SBC's environment
         or any system used by Amdocs to provide the services. [**] Under this
         agreement, [**] the malicious code [**].

15.9     DISABLING CODE.

         Amdocs represents and warrants that, without the prior written consent
         of SBC, Amdocs shall not insert into the Software any Disabling Code.
         Amdocs further represents and warrants that, with respect to any
         Disabling Code that may be part of the Software, Amdocs shall not
         invoke or cause to be invoked such Disabling Code at any time,
         including upon expiration or termination of this Agreement for any
         reason, without SBC's prior written consent. Amdocs also represents and
         warrants that it shall not use Third Party Software with Disabling Code
         without the prior approval of SBC.

15.10    COMPLIANCE WITH LAWS.

         (a)      COMPLIANCE BY AMDOCS. Amdocs represents and warrants that,
                  with respect to the provision of the Services and the
                  performance of its other legal and contractual obligations
                  hereunder, it is and shall be in compliance with all
                  applicable Laws (including but not limited to those requiring
                  the acquisition of applicable permits, certificates,
                  manifests, approvals and inspections, applicable to the use of
                  SBC Sites in the provision of Services, and applicable to the
                  Equipment, Software, Systems and Services for which Amdocs is
                  operationally responsible) on the Effective Date and shall
                  remain in compliance with such Laws for the entire term of
                  this Agreement. If a charge or a claim of non-compliance by
                  Amdocs with such Laws is made or asserted against Amdocs,
                  Amdocs shall promptly notify SBC of such charge or claim.

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distribution within those companies or for distribution outside those companies
                          except by written agreement.

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         (b)      COMPLIANCE DATA AND REPORTS. [**], Amdocs shall provide SBC
                  with data and reports in Amdocs' possession necessary for SBC
                  to comply with, all Laws applicable to the Services.

         (c)      SOFTWARE, EQUIPMENT, SYSTEMS AND MATERIALS COMPLIANCE. Amdocs
                  covenants that the Software, Equipment, Systems and Materials
                  owned, provided or used by Amdocs in providing the Services
                  (other than [**]) are in compliance with all applicable Laws
                  on the Effective Date and shall remain in compliance with such
                  Laws for the entire term of this Agreement.

         (d)      NOTICE OF LAWS. Amdocs shall notify SBC of any Laws and
                  changes in Laws of which Amdocs is aware applicable to the
                  provision of the Services and shall identify the impact of
                  such Laws and changes in Laws on Amdocs' performance and SBC's
                  receipt and use of such Services. Amdocs also shall [**] to be
                  provided hereunder and shall [**], Amdocs shall [**]. With
                  respect to those Laws applicable to SBC [**], SBC shall [**].
                  At SBC's request, Amdocs Personnel shall participate in SBC
                  provided regulatory compliance training programs.

         (e)      CHANGES IN LAWS. Amdocs shall comply with all Laws and changes
                  in Laws (including Laws specifically applicable to SBC or the
                  Eligible Recipients as providers of telecommunication or
                  directories or advertising services to the extent Amdocs
                  receives notice of such Laws from SBC or as otherwise provided
                  in Section 15.10) and shall implement upon SBC approval any
                  necessary modifications to the Services prior to the deadline
                  imposed by the regulatory or governmental body having
                  jurisdiction for such requirement or change. With respect to
                  changes in the Laws applicable to the provision of
                  telecommunication or directories or advertising services by
                  SBC or the Eligible Recipients (excluding Laws applicable to
                  the provision of information technology, data processing
                  and/or printing products and services), such modifications
                  shall be considered New Services [**] provided by Amdocs [**];
                  provided that, [**], Amdocs shall [**] with compliance with
                  such Laws.

         (f)      COMPLIANCE WITH DATA PRIVACY LAWS. Without limiting the
                  foregoing, with respect to any SBC Personal Data, Amdocs shall
                  comply with all Laws under applicable Privacy Laws (as well as
                  Laws with respect to any customer proprietary network
                  information (as defined under the Telecommunications Act of
                  1996 and applicable Federal Communications Commission
                  regulations). Amdocs shall also provide SBC with such
                  assistance as SBC may reasonably require to fulfill its
                  responsibilities under the respective applicable Privacy Laws.

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distribution within those companies or for distribution outside those companies
                          except by written agreement.

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         (g)      COMPLIANCE WITH EXPORT CONTROL LAWS. The Parties expressly
                  acknowledge their obligation to comply with all applicable
                  Laws regarding export from the United States of computer
                  hardware, software, technical data or derivatives thereof, as
                  such Laws may be modified from time to time. In their
                  respective performance of the activities contemplated under
                  this Agreement, neither party will directly or indirectly
                  export (or re-export) any computer hardware, software,
                  technical data or derivatives of such hardware, software or
                  technical data, or permit the shipment of same: (a) into any
                  country to which the United States has embargoed goods; (b) to
                  anyone on the U.S. Treasury Department's List of Specially
                  Designated Nationals, List of Specially Designated Terrorists
                  or List of Specially Designated Narcotics Traffickers, or the
                  U.S. Commerce Department's Denied Parties List; or (c) to any
                  country or destination for which the United States government
                  or a United States governmental agency requires an export
                  license or other approval for export without first having
                  obtained such license or other approval. Each Party will
                  reasonably cooperate with the other and will provide to the
                  other promptly upon request any end-user certificates,
                  affidavits regarding re-export or other certificates or
                  documents as are reasonably requested to obtain approvals,
                  consents, licenses and/or permits required for any payment or
                  any export or import of products or services under this
                  Agreement. To the extent within Amdocs' control, Amdocs shall
                  be responsible for, and shall coordinate and oversee,
                  compliance with such export Laws in respect of such items
                  exported or imported hereunder. This SECTION 15.10(g) shall
                  not relieve the Amdocs of its obligation to perform the
                  Services as provided herein, but such performance shall be
                  undertaken in a manner complying with such Laws. The
                  provisions of this SECTION 15.10(g) will survive the
                  expiration or termination of this Agreement for any reason.

         (h)      FCPA COMPLIANCE. Without limiting any other provision of this
                  Agreement, in all activities associated with the performance
                  of the Services, Amdocs shall perform in a manner consistent
                  with the requirements of the FCPA. The FCPA prohibits the
                  payment or offering anything of value to a government official
                  or political party or candidate for the purpose of corrupting
                  the exercise of an individual's duties and attempting to
                  influence that individual to provide or retain business. [**].

         (i)      RESPONSIBILITY. [**]Amdocs, SBC or the Eligible Recipients
                  [**] of Amdocs or its Subcontractors or third party product or
                  service providers [**] under this Agreement.

15.11    [**].

         [**] the Services will be [**] with the [**] the Services.

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                          except by written agreement.

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15.12    DISCLAIMER.

         EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY
         REPRESENTATIONS, CONDITIONS OR WARRANTIES TO THE OTHER PARTY, WHETHER
         EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES AND CONDITIONS OF
         MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

16.      INSURANCE AND RISK OF LOSS.

16.1     INSURANCE.

         (a)      REQUIREMENTS. With respect to performance hereunder, and in
                  addition to Amdocs' obligation to indemnify, Amdocs agrees to
                  maintain, at all times during the term of this Agreement, the
                  following minimum insurance coverages and limits and any
                  additional insurance and/or bonds required by law:

                  (i)      Workers' Compensation insurance with benefits
                           afforded under the laws of the state in which the
                           Services are to be performed and Employers Liability
                           insurance with minimum limits of $[**] for Bodily
                           Injury-each accident, $[**] for Bodily Injury by
                           disease-policy limits and $[**] for Bodily Injury by
                           disease-each employee.

                  (ii)     Commercial General Liability insurance with minimum
                           limits of: $[**] General Aggregate limit; $[**] each
                           occurrence sub-limit for all bodily injury or
                           property damage incurred in any one occurrence; $[**]
                           each occurrence sub-limit for Personal Injury and
                           Advertising; $[**] Products/Completed Operations
                           Aggregate limit, with a $[**] each occurrence
                           sub-limit for Products/Completed Operations. Fire
                           Legal Liability sub-limits of $[**] are required for
                           lease agreements.

                           SBC will be listed as an Additional Insured on the
                           Commercial General Liability policy.

                  (iii)    Professional or Errors & Omissions insurance with
                           minimum limits of $[**] each occurrence and $[**] in
                           the aggregate.

                           SBC will be listed as an Additional Insured on the
                           Professional or Errors & Omissions policy.

                  (iv)     If use of a motor vehicle is required, Automobile
                           Liability insurance with minimum limits of $[**]
                           combined single limits per occurrence for bodily

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                          except by written agreement.

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                           injury and property damage, which coverage shall
                           extend to all owned, hired and non-owned vehicles.

         (b)      APPROVED COMPANIES. All such insurance shall be procured with
                  reputable insurance companies and in such form as shall be
                  acceptable to SBC. SBC requires that companies affording
                  insurance coverage have a rating of [**] and a Financial Size
                  Category rating of [**], as rated in the A.M. Best Key Rating
                  Guide for Property and Casualty Insurance Companies.

         (c)      ENDORSEMENTS. The cancellation clause on the certificate of
                  insurance will be amended to read as follows:

                  "THE ISSUING COMPANY WILL MAIL 30 DAYS WRITTEN NOTICE TO THE
                  CERTIFICATE HOLDER PRIOR TO CANCELLATION OR A MATERIAL CHANGE
                  TO POLICY DESCRIBED ABOVE."

         (d)      CERTIFICATES. A certificate of insurance stating the types of
                  insurance and policy limits provided Amdocs must be received
                  prior to commencement of any work. If a certificate is not
                  received, Amdocs hereby authorizes SBC, and SBC may, but is
                  not required to, obtain insurance on behalf of Amdocs as
                  specified herein. SBC will either invoice Amdocs for the costs
                  incurred to so acquire insurance or will reduce by an
                  applicable amount any amount owed to Amdocs.

         (e)      NO IMPLIED LIMITATION. The obligation of Amdocs to provide the
                  insurance specified herein shall not limit in any way any
                  obligation or liability of Amdocs provided elsewhere in this
                  Agreement.

         (f)      SUBCONTRACTORS. Amdocs shall also require all subcontractors
                  performing work on the project or who may enter upon the SBC
                  Sites to maintain the same insurance requirements listed
                  above.

         (g)      [**]. With respect to insurance coverage to be provided by
                  Amdocs pursuant to SECTION 16.1, the applicable insurance
                  policies shall provide [**].

16.2     RISK OF LOSS.

         (a)      GENERAL. Except as otherwise provided in ARTICLE 17, each
                  Party shall be responsible for risk of loss of, and damage to,
                  any Equipment, Software or other materials in its possession
                  or under its control. Amdocs shall [**] provide the Services.
                  Each Party shall promptly notify the other of any damage
                  (except normal wear and tear), destruction, loss, theft, or
                  governmental taking of any item of Equipment, Software or
                  other materials in the possession or under the control

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                  of such Party, whether or not insured against by such Party,
                  whether partial or complete, which is caused by any act,
                  omission, fault or neglect of such Party ("EVENT OF LOSS").
                  Such Party shall be responsible for the cost of any necessary
                  repair or replacement of such Equipment, Software or other
                  materials due to an Event of Loss; in the event of an SBC
                  Event of Loss, such repair or replacement shall not be
                  considered part of Amdocs' maintenance obligations. For an SBC
                  Event of Loss, Amdocs shall coordinate and oversee repair or
                  replacement performed by a third-party on a Pass-Through
                  Expenses basis, or by Amdocs at agreed-upon prices.

         (b)      WAIVER. Except as provided below, Amdocs and SBC each waive
                  all rights to recover against the other Party for damage,
                  destruction, loss, theft, or governmental taking of their
                  respective real or tangible personal property (whether owned
                  or leased) from any cause to the extent covered by insurance
                  maintained by each of them, [**]. This waiver of subrogation
                  shall not extend to the damage, destruction, loss or theft of
                  real or tangible personal property caused by the negligence or
                  other tortious conduct of the other Party or the failure of
                  the other Party to comply with its obligations under this
                  Agreement. Amdocs and SBC will [**] by each Party.

17.      INDEMNITIES.

17.1     INDEMNITY BY AMDOCS.

         (a)      GENERAL INDEMNIFICATION. Subject to the provisions of SECTION
                  18.2 Amdocs agrees to indemnify, defend and hold harmless SBC
                  and the Eligible Recipients and their respective officers,
                  directors, employees, agents, representatives, successors, and
                  assigns from any and all Losses relating to third party claims
                  arising from or in connection with any of the following:

                  (i)      [**]. [**] on or after the Commencement Date [**]
                           pursuant to this Agreement;

                  (ii)     [**]. [**] on or after the Commencement Date [**] to
                           provide the Services;

                  (iii)    [**]. [**] proprietary rights [**];

                  (iv)     [**]. [**], that are the [**];

                  (v)      [**]. [**] or the regulations promulgated thereunder;

                  (vi)     [**]. [**] under this Agreement, [**] under this
                           Agreement; and

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distribution within those companies or for distribution outside those companies
                          except by written agreement.

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                  (vii)    [**]. [**] resulting from [**] from and after [**]
                           from and after [**] in connection with [**]; (vi)
                           other aspects of the [**] and/or (vii) [**] with
                           respect to the [**], except, in each case, to the
                           extent [**] under this Agreement.

         (b)      [**]. Notwithstanding anything to the contrary in this
                  Agreement, [**] in connection with: [**] of this Agreement,
                  and [**] of this Agreement.

17.2     INDEMNITY BY SBC.

         (a)      Subject to the provisions of SECTION 18.2, SBC agrees to
                  indemnify, defend and hold harmless Amdocs and its officers,
                  directors, employees, agents, representatives, successors, and
                  assigns, from any Losses relating to third party claims
                  arising from or in connection with any of the following:

                  (i)      [**] under this Agreement;

                  (ii)     [**] pursuant to this Agreement;

                  (iii)    [**]. [**] other proprietary rights [**];

                  (iv)     [**]. [**], that are the [**];

                  (v)      [**]. [**] under this Agreement, [**] under this
                           Agreement;

                  (vi)     [**]. [**] relating to the [**]; and

                  (vii)    [**]. [**] under this Agreement.

         (b)      [**]. Notwithstanding anything to the contrary in this
                  Agreement, [**] of this Agreement.

17.3     ADDITIONAL INDEMNITIES.

         Amdocs and SBC each agree to indemnify, defend and hold harmless the
         other, and the Eligible Recipients and their respective Affiliates,
         officers, directors, employees, agents, representatives, successors,
         and assigns, from any and all Losses and threatened Losses arising from
         or in connection with any of the following: (a) the death or bodily
         injury of any agent, employee, customer, business invitee, business
         visitor or other person caused by the negligence or other tortious
         conduct of the indemnitor or the failure of the indemnitor to comply
         with its obligations under this Agreement; and (b) the damage, loss or
         destruction of any real or tangible personal property caused by the
         negligence or other

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         tortious conduct of the indemnitor or the failure of the indemnitor to
         comply with its obligations under this Agreement.

17.4     ENVIRONMENTAL MATTERS.

         (a)      EQUIPMENT CONTAINING HAZARDOUS MATERIALS. SBC shall provide to
                  Amdocs any MSDSs that it possesses for Equipment at SBC Sites,
                  which are included in [**]. At least fifteen (15) days prior
                  to the delivery of Equipment containing Hazardous Materials
                  for which SBC is financially responsible to an SBC Site or the
                  transfer of ownership of Amdocs-owned Equipment containing
                  Hazardous Materials to SBC, Amdocs shall provide SBC with a
                  MSDS for such Equipment. Each MSDS must include an attachment
                  indicating the specific worker protection equipment
                  requirement for use with the Hazardous Material covered
                  thereby. If the Hazardous Material is a chemical defined by
                  Proposition 65, the MSDS for said chemical should indicate
                  that the chemical is one, which is known to the State of
                  California to cause cancer, birth defects, or other
                  reproductive harm. Notwithstanding any other provision of this
                  Agreement, SBC shall have the right, but not the duty, to
                  refuse acceptance or rescind the agreement to transfer
                  ownership of any Equipment containing Hazardous Materials
                  without incurring liability. Amdocs shall also ensure that all
                  Equipment addressed in this subsection, which is required by
                  applicable Laws to be marked, is so marked. Amdocs shall also
                  provide SBC with the same information, if any, that it
                  provides to any Amdocs Personnel concerning the disposition of
                  such Equipment.

         (b)      DISPOSITION OF WASTE. [**] shall investigate, select, and
                  identify the transporter, which will be used to transport
                  Waste (Waste Transporter) and the facility, which will be used
                  to receive, handle, dispose, recycle, or treat Waste (Waste
                  Facility). [**]reserves the right to veto any Waste
                  Transporter or Waste Facility selection that [**] knows or has
                  reason to know is not acceptable. Should [**] select a Waste
                  Facility that is a RCRA B permitted facility, [**] agrees to
                  provide the [**] Environmental Management (EM) regional office
                  for the [**] Site producing the Waste with proof that such
                  facility meets the financial assurance obligations imposed
                  upon RCRA B permitted facilities by Laws to compensate third
                  parties for bodily injury or property damage arising from
                  facility operations by (i) a copy of a Hazardous Waste
                  Facility Liability endorsement or a copy of the Certificate of
                  Liability Insurance on file with the Environmental Protection
                  Agency (EPA); (ii) a copy of the letter on file with the EPA
                  from the Waste Facility's chief financial officer
                  demonstrating the Waste Facility's ability to cover liability
                  claims; (iii) a copy of the corporate guarantee on file with
                  the EPA which shows the guarantor has sufficient funds to
                  implement the guarantee, or (iv) any combination of the above.

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distribution within those companies or for distribution outside those companies
                          except by written agreement.

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                  Prior to initiating Waste shipments requiring a generator
                  number, [**] shall obtain an [**] generator number from the
                  [**] EM regional office for the [**] Site producing the Waste.
                  [**] shall also ensure that (i) all applicable shipping
                  documentation (e.g., manifests and bills of lading) and labels
                  are properly prepared and affixed to the Waste and the Waste
                  is packaged, prepared, and shipped in containers and/or
                  vehicles specified by the then current and applicable
                  regulations of the U.S. Department of Transportation (DOT),
                  the Environmental Protection Agency (EPA) or any successors
                  thereto and/or any other federal, state, and/or local agency
                  having jurisdiction. [**] of removal of Waste from an SBC
                  Site, [**] shall provide the [**] EM regional office for the
                  [**] Site producing the Waste with the properly dated
                  transporter acknowledgement of receipt of Waste.

                  The addresses of the [**] regional offices are as follows:
                  [**]
                  [**]
                  [**]

         (c)      SBC WARRANTIES. SBC warrants that (i) during the term of this
                  Agreement SBC Sites will be in material compliance with
                  applicable Environmental Laws; (ii) it shall promptly provide
                  Amdocs with notice of any Substance Release of Hazardous
                  Materials of which it has knowledge, that is reportable under
                  applicable Environmental Laws, and that directly or indirectly
                  affects Amdocs' ability to perform Services at SBC Sites;
                  (iii) if Hazardous Materials in, on, or adjacent to any SBC
                  Site, including such SBC Site's soil or surface or
                  groundwater, directly or indirectly affects Amdocs' activities
                  or Amdocs' Personnel at an SBC Site, SBC will clean up and
                  remove the Hazardous Materials, in accordance with applicable
                  Environmental Laws and remediate the SBC Site, if required by
                  applicable Environmental Laws, to the condition approved by
                  the applicable governmental agency; and (iv) it shall promptly
                  provide Amdocs with notice of any Environmental Claim directly
                  related to any Amdocs Personnel or Amdocs' activities at such
                  SBC Sites.

         (d)      AMDOCS WARRANTIES. Amdocs warrants that (i) it will not use,
                  manufacture, store, treat, transport, refine, handle, produce,
                  or dispose of a Hazardous Material in, at, on, under, upon or
                  from an SBC Site except in material compliance with applicable
                  Environmental Laws; (ii) it shall promptly provide SBC with
                  notice of any Substance Release of Hazardous Materials in, at,
                  on, under, upon, or from an SBC Site of which it has knowledge
                  that is reportable under applicable Environmental Laws; (iii)
                  it shall promptly provide SBC with notice of any Environmental
                  Claim directly related to any SBC Site or Amdocs' activities
                  at such SBC Sites; and (iv) if it causes Hazardous Materials
                  to contaminate an SBC Site, including such SBC Site's soil or
                  surface or groundwater, it will promptly clean up and remove
                  such Hazardous Materials in accordance with applicable
                  Environmental Laws and remediate the SBC Site, if required by
                  applicable

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distribution within those companies or for distribution outside those companies
                          except by written agreement.

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                  Environmental Laws, to the condition approved by the
                  applicable governmental agency.

17.5     INDEMNIFICATION PROCEDURES.

         With respect to third party claims, the following procedures shall
         apply:

         (a)      NOTICE. Promptly after receipt by any entity entitled to
                  indemnification (under SECTION 17.1 through SECTION 17.4 or
                  any other provisions of this Agreement) of notice of the
                  commencement or threatened commencement of any civil,
                  criminal, administrative, or investigative action or
                  proceeding involving a claim in respect of which the
                  indemnitee will seek indemnification pursuant to any such
                  Section, the indemnitee shall notify the indemnitor of such
                  claim. No delay or failure to so notify an indemnitor shall
                  relieve it of its obligations under this Agreement except to
                  the extent that such indemnitor has suffered actual prejudice
                  by such delay or failure. Within fifteen (15) days following
                  receipt of notice from the indemnitee relating to any claim,
                  but no later than five (5) days before the date on which any
                  response to a complaint or summons is due, the indemnitor
                  shall notify the indemnitee that the indemnitor elects to
                  assume control of the defense and settlement of that claim (a
                  "NOTICE OF ELECTION").

         (b)      PROCEDURE FOLLOWING NOTICE OF ELECTION. If the indemnitor
                  delivers a Notice of Election within the required notice
                  period, the indemnitor shall assume sole control over the
                  defense and settlement of the claim; provided, however, that
                  (i) the indemnitor shall keep the indemnitee fully apprised at
                  all times as to the status of the defense, and (ii) the
                  indemnitor shall obtain the prior written approval of the
                  indemnitee before entering into any settlement of such claim
                  asserting any liability against the indemnitee or imposing any
                  obligations or restrictions on the indemnitee or ceasing to
                  defend against such claim. The indemnitor shall not be liable
                  for any legal fees or expenses incurred by the indemnitee
                  following the delivery of a Notice of Election; provided,
                  however, that (i) the indemnitee shall be entitled to employ
                  counsel at its own expense to participate in the handling of
                  the claim, and (ii) the indemnitor shall pay the fees and
                  expenses associated with such counsel if, in the reasonable
                  judgment of the indemnitee, based on an opinion of counsel,
                  there is a conflict of interest with respect to such claim or
                  if the indemnitor has requested the assistance of the
                  indemnitee in the defense of the claim or the indemnitor has
                  failed to defend the claim diligently. The indemnitor shall
                  not be obligated to indemnify the indemnitee for any amount
                  paid or payable by such indemnitee in the settlement of any
                  claim if (x) the indemnitor has delivered a timely Notice of
                  Election and such amount was agreed to without the written
                  consent of the indemnitor, (y) the indemnitee has not provided
                  the indemnitor with notice of such claim and a reasonable
                  opportunity to respond

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                          except by written agreement.

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                  thereto, or (z) the time period within which to deliver a
                  Notice of Election has not yet expired.

         (c)      PROCEDURE WHERE NO NOTICE OF ELECTION IS DELIVERED. If the
                  indemnitor does not deliver a Notice of Election relating to
                  any claim within the required notice period, the indemnitee
                  shall have the right to defend the claim in such manner, as it
                  may deem appropriate. The indemnitor shall promptly reimburse
                  the indemnitee for all such costs and expenses incurred by the
                  indemnitee, including attorneys' fees.

17.6     SUBROGATION.

         Except as otherwise provided in SECTIONS 16.1 or 16.2 in the event that
         an indemnitor shall be obligated to indemnify an indemnitee pursuant to
         SECTION 17.1 through SECTION 17.4 or any other provision of this
         Agreement, the indemnitor shall, upon payment of such indemnity in
         full, be subrogated to all rights of the indemnitee with respect to the
         claims to which such indemnification relates.

18.      LIABILITY.

18.1     FORCE MAJEURE.

         (a)      GENERAL. Subject to SECTION 18.1(d), neither Party shall be
                  liable for any default or delay in the performance of its
                  obligations under this Agreement if and to the extent such
                  default or delay is caused, directly or indirectly, by fire,
                  flood, earthquake, elements of nature or acts of God; wars,
                  riots, civil disorders, rebellions or revolutions, or any
                  other similar cause beyond the reasonable control of such
                  Party, except to the extent the non-performing Party is at
                  fault in failing to prevent or causing such default or delay,
                  and provided that such default or delay can not reasonably be
                  circumvented by the non-performing Party through the use of
                  alternate sources, workaround plans or other means. A strike,
                  lockout or labor dispute involving Amdocs or a Subcontractor
                  and its own personnel shall not excuse Amdocs from its
                  obligations hereunder. [**]. Notwithstanding the foregoing,
                  force majeure events shall not excuse SBC's payment
                  obligations under this Agreement.

         (b)      DURATION AND NOTIFICATION. In such event the non-performing
                  Party shall be excused from further performance or observance
                  of the obligation(s) so affected for as long as such
                  circumstances prevail and such Party continues to use all
                  commercially reasonable efforts to recommence performance or
                  observance whenever and to whatever extent possible without
                  delay. The Party so prevented, hindered or delayed in its
                  performance shall, as quickly as practicable under the

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                  circumstances, notify the Party to whom performance is due by
                  telephone (to be confirmed in writing within one (1) day of
                  the inception of such delay) and describe at a reasonable
                  level of detail the circumstances of the force majeure event,
                  the steps being taken to address such force majeure event, and
                  the expected duration of such force majeure event.

         (c)      [**]. In addition, if any event described in [**] of this
                  Agreement [**] and the [**] hereunder shall be [**] this
                  Agreement [**] [**] of this Agreement.

         (d)      DISASTER RECOVERY. Upon the occurrence of a force majeure
                  event, Amdocs shall implement promptly, as appropriate, its
                  disaster recovery plan and provide disaster recovery services,
                  and shall periodically update and test such disaster recovery
                  plan, as described in SCHEDULE E and SCHEDULE G. The
                  occurrence of a force majeure event shall not relieve Amdocs
                  of its obligation to implement its disaster recovery plan and
                  provide disaster recovery services.

         (e)      [**]. [**] in accordance with this Agreement [**] hereunder
                  [**].

         (f)      [**]. [**] under this Agreement [**].

18.2     LIMITATION OF LIABILITY.

         (a)      LIMITATIONS. EXCEPT AS PROVIDED IN THIS SECTION 18.2, NEITHER
                  PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL,
                  INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST
                  REVENUE, REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF
                  RECOVERY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
                  POSSIBILITY OF SUCH DAMAGES. Additionally, except as provided
                  below, the total aggregate liability of either Party, for
                  claims asserted by the other Party under or in connection with
                  this Agreement, regardless of the form of the action of the
                  theory of recovery, shall be limited as follows:

                  (i)      [**] the Term [**] the Term); and

                  (ii)     [**] the Term [**] the Term).

                  For purposes of this SECTION 18.2(a), [**] for the purposes of
                  the foregoing.

         (b)      [**]. The limitations of liability set forth in SECTION
                  18.2(a) shall [**]

                  (i)      [**] under this Agreement;

                  (ii)     [**] of this Agreement [**]

                  (iii)    [**] provide [**].

                  (iv)     [**] under this Agreement.


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                  (v)      [**] under this Agreement; or

                  (vi)     [**] under ARTICLE 13.

                  (vii)    [**], at or from [**] of this Agreement, and [**] of
                           this Agreement. For the purpose of this subsection
                           18.2(b)(vii), [**].

         (c)      [**] under this Agreement shall [**].

         (d)      [**] in connection with this Agreement [**] this Agreement. In
                  the event that [**] as set forth on [**] under this SECTION
                  18.2(d) [**] as set forth [**]

         (e)      [**] under this Agreement shall be considered [**] in
                  accordance with this Agreement.

         (f)      [**]. notwithstanding anything to the contrary in this
                  Agreement, [**] pursuant to this Agreement ([**] during the
                  term [**].

19.      DISPUTE RESOLUTION

19.1     INFORMAL DISPUTE RESOLUTION.

         Prior to the initiation of formal dispute resolution procedures with
         respect to any dispute, other than as provided in SECTION 19.1(c) or
         SECTION 20.7, the Parties shall first attempt to resolve such dispute
         informally, as follows:

         (a)      INITIAL EFFORT. The Parties agree that they shall attempt in
                  good faith to resolve all disputes (other than those described
                  in SECTION 19.1(c) or SECTION 20.7) in accordance with Section
                  4.0 of Part 5 of SCHEDULE E (Statement of Work - Governance).
                  In the event of a dispute that is not resolved or resolvable
                  in accordance therewith, either Party may refer the dispute
                  for resolution in accordance with SECTION 19.2 below upon
                  written notice to the other Party.

         (b)      PROVISION OF INFORMATION. During the course of negotiations
                  under SECTION 19.1(a) above, all reasonable requests made by
                  one Party to another for non-privileged information,
                  reasonably related to the dispute, will be honored in order
                  that each of the Parties may be fully advised of the other's
                  position. All negotiation shall be strictly confidential and
                  used solely for the purposes of settlement. Any materials
                  prepared by one Party for these proceedings shall not be used
                  as evidence by the other Party in any subsequent arbitration
                  or litigation; provided, however, the underlying facts
                  supporting such materials may be subject to discovery.

         (c)      PREREQUISITE TO FORMAL PROCEEDINGS. Formal proceedings for the
                  resolution of a dispute may not be commenced until the
                  completion of the process for dispute resolution set forth in
                  Section 4.0 of Part 5 of SCHEDULE E (Statement of Work-

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                  Governance). The time periods specified in Section 4.0 of Part
                  5 of SCHEDULE E (Statement of Work - Governance) shall not be
                  construed to prevent a Party from instituting, and a Party is
                  authorized to institute, formal proceedings earlier to (A)
                  avoid the expiration of any applicable limitations period, (B)
                  preserve a superior position with respect to other creditors,
                  or (C) address a claim arising out of the infringement,
                  misappropriation or other violation of a Party's intellectual
                  property rights by the other Party or the breach of a Party's
                  obligations under ARTICLE 13 or a dispute subject to SECTION
                  20.7.

19.2     ARBITRATION.

         (a)      Except for claims arising out of the breach of a Party's
                  obligations under ARTICLE 13 or disputes subject to SECTION
                  20.7, any controversy or claim arising out of or relating to
                  this Agreement, or any breach thereof, which cannot be
                  resolved using the procedures set forth above in SECTION 19.1,
                  shall be finally resolved under the Commercial Arbitration
                  Rules of the American Arbitration Association then in effect.

         (b)      The Arbitration shall take place in [**], and shall apply the
                  law of the [**]. The decision of the arbitrator shall be final
                  and binding and judgment on the award may be entered in any
                  court of competent jurisdiction. The arbitrators shall be
                  instructed to state the reasons for their decisions in
                  writing, including findings of fact and law. The arbitrators
                  shall be bound by the warranties, limitations of liability and
                  other provisions of this Agreement. Except with respect to the
                  provisions of this Agreement that provide for injunctive
                  relief rights, such arbitration shall be a precondition to any
                  application by either Party to any court of competent
                  jurisdiction.

         (c)      Within ten (10) days after delivery of written notice ("NOTICE
                  OF DISPUTE") by one Party to the other in accordance with this
                  Section, the Parties each shall use good faith efforts to
                  mutually agree upon one (1) arbitrator. If the Parties are not
                  able to agree upon one (1) arbitrator within such period of
                  time, then the arbitrator will be chosen in accordance of the
                  Commercial Arbitration Rules of the American Arbitration
                  Association who has at no time ever represented or acted on
                  behalf of either of the Parties, and is not otherwise
                  affiliated with or interested in either of the Parties.

         (d)      All arbitrators selected pursuant to this Section shall be
                  practicing attorneys with at least five (5) years experience
                  in technology law applicable to the Services. Any such
                  appointment shall be binding upon the Parties. The Parties
                  shall use best efforts to set the arbitration within sixty
                  (60) days after selection of the arbitrator or arbitrators, as
                  applicable, but in no event shall the arbitration be set

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                  more than ninety (90) days after selection of the arbitrator
                  or arbitrators, as applicable. Discovery as permitted by the
                  Federal Rules of Civil Procedure then in effect will be
                  allowed in connection with arbitration to the extent
                  consistent with the purpose of the arbitration and as allowed
                  by the arbitrator or arbitrators, as applicable. The decision
                  or award of the arbitrator or the majority of the three
                  arbitrators, as applicable, shall be rendered within fifteen
                  (15) days after the conclusion of the hearing, shall be in
                  writing, shall set forth the basis therefor, and shall be
                  final, binding and nonappealable upon the Parties and may be
                  enforced and executed upon in any court having jurisdiction
                  over the Party against whom the enforcement of such decision
                  or award is sought. Each Party shall bear its own arbitration
                  costs and expenses and all other costs and expenses of the
                  arbitration shall be divided equally between the Parties;
                  provided, however, the arbitrator or arbitrators, as
                  applicable, may modify the allocation of fees, costs and
                  expenses in the award in those cases where fairness dictates
                  other than such allocation between the Parties.

19.3     CONTINUED PERFORMANCE.

         (a)      GENERAL. Each Party agrees that it shall, unless otherwise
                  directed by the other Party, continue performing its
                  obligations under this Agreement while any dispute is being
                  resolved; provided that this provision shall not operate or be
                  construed as extending the term of this Agreement. [**].

         (b)      [**]. Amdocs acknowledges and agrees that [**]. Amdocs
                  expressly acknowledges and agrees that, [**] under this
                  Agreement, [**] SBC and Amdocs. Amdocs further agrees as
                  follows:

                  (i)      [**] any of the terms of this Agreement [**] under
                           this Agreement [**] set forth in [**], Amdocs agrees
                           that [**]

                  (ii)     Amdocs shall not intentionally interrupt the Services
                           or provide reduced levels of Service quality or
                           support unless and until [**].

                  (iii)    [**] because it is required to do so [**] Amdocs
                           shall [**] the Services.

19.4     GOVERNING LAW.

         This Agreement and performance under it shall be governed by and
         construed in accordance with the applicable laws of the [**], without
         giving effect to the principles thereof relating to conflicts of laws.

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20.      TERMINATION.

20.1     TERMINATION FOR CAUSE.

         (a)      BY SBC. If Amdocs materially breaches this Agreement, and,
                  following the escalation procedures set forth in SECTION 19.1,
                  has not cured within sixty (60) days after notice from SBC,
                  then SBC may immediately issue a Notice of Dispute, and
                  following determination by the arbitrator pursuant to SECTION
                  19.2 [**] that Amdocs has committed, and not cured, Amdocs'
                  material breach, by giving notice to Amdocs, immediately
                  terminate this Agreement with respect to all of the Services,
                  as of a date specified in the notice of termination. Amdocs
                  shall be [**]. The Parties shall work together in good faith
                  to complete arbitration as expeditiously as possible and
                  shall, upon SBC's request, jointly instruct the arbitrator to
                  issue a decision as soon as reasonably possible.

         (b)      BY AMDOCS. In the event that SBC fails to pay Amdocs
                  undisputed Charges for [**] after the payment due date
                  therefor and fails to cure such default within [**] of notice
                  from Amdocs of the possibility of termination for failure to
                  make such payment, Amdocs may, by notice to SBC, terminate
                  this Agreement.

20.2     TERMINATION FOR CONVENIENCE.

         (a)      GENERAL. SBC may terminate this Agreement with respect to all
                  of the Services for convenience and without cause at any time
                  by giving Amdocs at least [**] prior notice designating the
                  termination date. SBC may withdraw a notice of termination of
                  this Agreement for convenience at any time up to [**] prior to
                  the designated termination date in the notice (which
                  termination date may be set in relation to the issuance of a
                  decision of an arbitration conducted pursuant to SECTION
                  20.1(a)). Upon the effective date of such termination, SBC
                  shall pay to Amdocs the Termination Charge applicable for
                  termination for convenience calculated in accordance with [**]
                  the Services; [**].

         (b)      [**]. Notwithstanding anything to the contrary in this
                  agreement, [**] to provide the services; (iii) [**]  provided
                  by Amdocs [**].

20.3     TERMINATION [**].

         In the event of [**] providing Services under this Agreement) [**]then
         at any time [**] this Agreement, [**] shall be effective; provided,
         however, that [**] as set forth [**] pursuant to this SECTION 20.3 [**]
         in connection with [**] pursuant to this SECTION 20.3. [**] and any and
         all other information [**] relating to the Services.

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20.4     TERMINATION [**].

         In the event that, [**], at any time within [**] this Agreement [**] in
         accordance [**] in connection with [**] this basis.

20.5     INSOLVENCY.

         (a)      RIGHT TO TERMINATE. In the event that either Party (a) files
                  for bankruptcy, (b) becomes or is declared insolvent, or is
                  the subject of any proceedings related to its liquidation,
                  insolvency or the appointment of a receiver or similar officer
                  for it, (c) makes an assignment for the benefit of all or
                  substantially all of its creditors, or (d) enters into an
                  agreement for the composition, extension, or readjustment of
                  substantially all of its obligations, then the other Party may
                  terminate this Agreement as of a date specified in a
                  termination notice; provided, however, that Amdocs will not
                  have the right to exercise such termination under this Section
                  so long as SBC pays for the Services to be received hereunder
                  in advance on a month-to-month basis. If either Party elects
                  to terminate this Agreement due to the insolvency of the other
                  Party, such termination will be deemed to be a termination for
                  cause hereunder.

         (b)      SECTION 365(n). Notwithstanding any other provision of this
                  Agreement to the contrary, in the event that Amdocs becomes a
                  debtor under the Bankruptcy Code and rejects this Agreement
                  pursuant to Section 365 of the Bankruptcy Code (a "BANKRUPTCY
                  REJECTION"), (i) any and all of the licensee and sublicensee
                  rights of SBC arising under or otherwise set forth in this
                  Agreement, including without limitation the rights of SBC
                  referred to in SECTION 14.6, shall be deemed fully retained by
                  and vested in SBC as protected intellectual property rights
                  under Section 365(n)(1)(B) of the Bankruptcy Code and further
                  shall be deemed to exist immediately before the commencement
                  of the bankruptcy case in which Amdocs is the debtor; (ii) SBC
                  shall have all of the rights afforded to non-debtor licensees
                  and sublicensees under Section 365(n) of the Bankruptcy Code;
                  and (iii) to the extent any rights of SBC under this Agreement
                  which arise after the termination or expiration of this
                  Agreement are determined by a bankruptcy court to not be
                  "intellectual property rights" for purposes of Section 365(n),
                  all of such rights shall remain vested in and fully retained
                  by SBC after any Bankruptcy Rejection as though this Agreement
                  were terminated or expired. SBC shall under no circumstances
                  be required to terminate this Agreement after a Bankruptcy
                  Rejection in order to enjoy or acquire any of its rights under
                  this Agreement, including without limitation any of the rights
                  of SBC referenced in Section.

         (c)      SBC RIGHTS UPON AMDOCS' BANKRUPTCY. In the event of Amdocs'
                  bankruptcy or of the filing of any petition under the federal
                  bankruptcy laws affecting the

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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

<PAGE>

                                                          Agreement No. 02026409

                  rights of Amdocs which is not stayed or dismissed within
                  thirty (30) days of filing, in addition to the other rights
                  and remedies set forth herein, to the maximum extent permitted
                  by Law, SBC will have the immediate right to retain and take
                  possession for safekeeping all SBC Data, SBC Proprietary
                  Information, SBC licensed Third Party Software, SBC owned
                  Equipment, SBC owned Materials, SBC owned Developed Materials,
                  and all other Software, Equipment, Systems or Materials to
                  which SBC is or would be entitled during the term of this
                  Agreement or upon the expiration or termination of this
                  Agreement. Amdocs shall cooperate fully with SBC and assist
                  SBC in identifying and taking possession of the items listed
                  in the preceding sentence. SBC will have the right to hold
                  such SBC Data, Proprietary Information, Software, Equipment,
                  Systems and Materials until such time as the trustee or
                  receiver in bankruptcy or other appropriate court officer can
                  provide adequate assurances and evidence to SBC that they will
                  be protected from sale, release, inspection, publication, or
                  inclusion in any publicly accessible record, document,
                  material or filing. Amdocs and SBC agree that without this
                  material provision, SBC would not have entered into this
                  Agreement or provided any right to the possession or use of
                  SBC Data, SBC Proprietary Information, or SBC Software covered
                  by this Agreement.

         (d)      RIGHTS TO ASSUME IN BANKRUPTCY. In the event of commencement
                  of bankruptcy proceedings by or against SBC or an Eligible
                  Recipient, such Entity or its trustee in bankruptcy shall be
                  entitled to assume the licenses granted to such Entity under
                  or pursuant to this Agreement and shall be entitled to retain
                  all of such Entity's rights thereunder.

20.6     [**].

         [**] the Commencement Date, [**] the Services and this Agreement. [**]
         the Services and this Agreement: [**]. Notwithstanding the foregoing,
         with respect to Services [**] during the entire Initial Term shall [**]
         as set forth in this Section or elsewhere in this Agreement.

20.7     EQUITABLE REMEDIES.

         Amdocs acknowledges that, in the event it breaches (or attempts or
         threatens to breach) its obligation to provide Termination Assistance
         Services as provided in SECTION 4.4, its obligation respecting
         continued performance in accordance with SECTION 19.3, or its
         obligation to provide access to computers or files containing SBC Data
         in accordance with SECTION 13.4, SBC will be irreparably harmed. In
         such a circumstance, SBC may proceed directly to court for purposes of
         obtaining equitable relief. If a court of competent jurisdiction should
         find that Amdocs has breached (or attempted or threatened to breach)
         any such obligations, Amdocs agrees that without any additional
         findings of irreparable injury or other conditions to injunctive
         relief, it shall not oppose the entry of

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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

<PAGE>

                                                          Agreement No. 02026409

         an appropriate order compelling performance by Amdocs and restraining
         it from any further breaches (or attempted or threatened breaches).

20.8     SCHEDULE X SURVIVAL.

         Except in the event of termination of this Agreement by SBC pursuant to
         SECTION 20.1(a) without payment of the applicable Termination Charge,
         all licenses and rights under SCHEDULE X shall survive any expiration
         or termination of this Agreement.

21.      GENERAL.

21.1     BINDING NATURE AND ASSIGNMENT.

         (a)      BINDING NATURE. This Agreement will be binding on the Parties
                  and their respective successors and permitted assigns.

         (b)      ASSIGNMENT. Neither Party may, or will have the power to,
                  assign this Agreement without the prior written consent of the
                  other, except in the following circumstances in respect of
                  which the provisions of SECTION 9.5 shall apply if such
                  assignment will result in New Services:

                  (i)      Either Party may assign its rights and obligations
                           under this Agreement, without the approval of the
                           other Party, to an Affiliate which expressly assumes
                           such Party's obligations and responsibilities
                           hereunder and is not a direct competitor of the other
                           Party; provided, that the assigning Party shall
                           remain fully liable for and shall not be relieved
                           from the full performance of all obligations under
                           this Agreement. The Party assigning its rights or
                           obligations to an Affiliate in accordance with this
                           Agreement shall, within one (1) business day after
                           such assignment, provide notice thereof to the other
                           Party together with a copy any relevant provisions of
                           [**].

                  (ii)     [**] under this Agreement [**] the terms and
                           conditions of this Agreement.

         (c)      IMPERMISSIBLE ASSIGNMENT. Any attempted assignment that does
                  not comply with the terms of this Section shall be null and
                  void.

21.2     ENTIRE AGREEMENT; AMENDMENT.

         This Agreement, including any Schedules and EXHIBIT referred to herein
         and attached hereto, each of which is incorporated herein for all
         purposes, constitutes the entire agreement between the Parties with
         respect to the subject matter hereof. There are no agreements,
         representations, warranties, promises, covenants, commitments or
         undertakings other than those expressly set forth herein. This
         Agreement supersedes all

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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

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                                                          Agreement No. 02026409

         prior agreements, representations, warranties, promises, covenants,
         commitments or undertaking, whether written or oral, with respect to
         the subject matter contained in this Agreement. No amendment,
         modification, change, waiver, or discharge hereof shall be valid unless
         in writing and signed by an authorized representative of the Party
         against which such amendment, modification, change, waiver, or
         discharge is sought to be enforced.

21.3     NOTICES.

         (a)      Any notice, notification, request, demand, or determination
                  provided by a Party pursuant to SECTION 4.4 [Termination
                  Assistance Services], SECTION 6.11 [Notices of Default],
                  SECTION 7.7 [Notice of Default], SECTION 11.5 [Extraordinary
                  Events and Changes], SECTION 13.3(d) [Loss of Proprietary
                  Information], SECTION 17.5 [Indemnification Procedures],
                  SECTION 18.1 [Force Majeure], SECTION 18.2(d) [Waiver of
                  Liability Cap], SECTION 19.1 [Informal Dispute Resolution],
                  ARTICLE 20 [Termination] and SECTION 21.1 [Binding Nature and
                  Assignment] shall be in writing and shall be delivered in hard
                  copy using one of the following methods: and shall be deemed
                  delivered upon receipt: (i) by hand, (ii) by an express
                  courier with a reliable system for tracking delivery, or (iii)
                  by registered or certified mail, return receipt requested,
                  postage prepaid. Unless otherwise agreed, the forgoing notices
                  shall be delivered as follows:

                  In the case of SBC:

                           SBC Services, Inc.
                           Suite 4-W-10
                           1010 N. St. Mary's
                           San Antonio, TX  78215
                           Attention: Director Strategic Sourcing

                           With a copy to:

                           Room 4-G-90
                           175 E. Houston St.
                           San Antonio, TX  78205
                           Attention: Vice President - General Counsel

                  In the case of Amdocs:

                           Amdocs, Inc.
                           1390 Timberlake Manor Parkway

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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

<PAGE>

                                                          Agreement No. 02026409

                           Chesterfield, MO 63017
                           Attention: President

         (b)      All notices, notifications, requests, demands or
                  determinations required or provided pursuant to this
                  Agreement, other than those specified in SECTION 21.3(a), may
                  be sent in hard copy in the manner specified in SECTION
                  21.3(a), or by e-mail transmission (where receipt is
                  acknowledged by the recipient) or facsimile transmission (with
                  acknowledgment of receipt from the recipient's facsimile
                  machine) to the addresses set forth below:

                  In the case of SBC:

                           SBC Services, Inc.
                           Suite 4-W-10
                           1010 N. St. Mary's
                           San Antonio, TX  78215
                           Attention: Director Strategic Sourcing
                           (Fax Number 210/886-3709)

                           and

                  In the case of Amdocs:

                           Amdocs, Inc.
                           1390 Timberlake Manor Parkway
                           Chesterfield, MO 63017
                           Attention: President
                           (Fax Number 314/212-7557

         (c)      A Party may from time to time change its address or designee
                  for notification purposes by giving the other prior notice of
                  the new address or designee and the date upon which it shall
                  become effective.

21.4     COUNTERPARTS.

         This Agreement may be executed in several counterparts, all of which
         taken together shall constitute one single agreement between the
         Parties hereto.

21.5     HEADINGS.

         The article and section headings and the table of contents used herein
         are for reference and convenience only and shall not be considered in
         the interpretation of this Agreement.

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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

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                                                          Agreement No. 02026409

21.6     RELATIONSHIP OF PARTIES.

         Amdocs, in furnishing services to SBC hereunder, is acting as an
         independent contractor, and Amdocs has the sole obligation to
         supervise, manage, contract, direct, procure, perform or cause to be
         performed, all work to be performed by Amdocs under this Agreement.
         Amdocs is not an agent of SBC and has no right, power or authority,
         expressly or impliedly, to represent or bind SBC as to any matters,
         except as expressly authorized in this Agreement.

21.7     SEVERABILITY.

         In the event that any provision of this Agreement conflicts with the
         law under which this Agreement is to be construed or if any such
         provision is held invalid or unenforceable by a court with jurisdiction
         over the Parties, such provision shall be deemed to be restated to
         reflect as nearly as possible the original intentions of the Parties in
         accordance with applicable law. The remaining provisions of this
         Agreement and the application of the challenged provision to persons or
         circumstances other than those as to which it is invalid or
         unenforceable shall not be affected thereby, and each such provision
         shall be valid and enforceable to the full extent permitted by law.

22.      CONSENTS AND APPROVAL.

         Except where expressly provided as being in the sole discretion of a
         Party, where agreement, approval, acceptance, consent, confirmation,
         notice or similar action by either Party is required under this
         Agreement, such action shall not be unreasonably delayed or withheld.
         An approval or consent given by a Party under this Agreement shall not
         relieve the other Party from responsibility for complying with the
         requirements of this Agreement, nor shall it be construed as a waiver
         of any rights under this Agreement, except as and to the extent
         otherwise expressly provided in such approval or consent.

22.1     WAIVER OF DEFAULT; CUMULATIVE REMEDIES.

         (a)      WAIVER OF DEFAULT. A delay or omission by either Party hereto
                  to exercise any right or power under this Agreement shall not
                  be construed to be a waiver thereof. A waiver by either of the
                  Parties hereto of any of the covenants to be performed by the
                  other or any breach thereof shall not be construed to be a
                  waiver of any succeeding breach thereof or of any other
                  covenant herein contained. All waivers must be in writing and
                  signed by the Party waiving its rights.

         (b)      CUMULATIVE REMEDIES. All remedies provided for in this
                  Agreement shall be cumulative and in addition to and not in
                  lieu of any other remedies available to either Party at law,
                  in equity or otherwise.

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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

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                                                          Agreement No. 02026409

22.2     SURVIVAL.

         Any provision of this Agreement which contemplates performance or
         observance subsequent to any termination or expiration of this
         Agreement shall survive any termination or expiration of this Agreement
         and continue in full force and effect. Additionally, all provisions of
         this Agreement will survive the expiration or termination of this
         Agreement to the fullest extent necessary to give the Parties the full
         benefit of the bargain expressed herein.

22.3     PUBLICITY

         Neither Party shall use the other Party's or its Affiliates' names or
         any language, pictures, trademarks, service marks or symbols which
         could, in a Party's judgment, imply such Party's or its Affiliates'
         identity or endorsement by such Party, its Affiliates or any of its
         employees in any (i) written, electronic or oral advertising or
         presentation or (ii) brochure, newsletter, book, electronic database or
         other written matter of whatever nature, without the Party's prior
         written consent (which hereafter shall be collectively referred to as
         "PUBLICITY MATTERS"). A Party will submit to the other Party for
         written approval, prior to publication, all Publicity Matters that
         mention or display a Party's or its Affiliates' names, trademarks or
         service marks, or that contain any symbols, pictures or language from
         which a connection to said names or marks may be inferred or implied.

22.4     THIRD PARTY BENEFICIARIES.

         Except as expressly provided herein, this Agreement is entered into
         solely between, and may be enforced only by, SBC and Amdocs. This
         Agreement shall not be deemed to create any rights or causes of action
         in or on behalf of any third parties, including without limitation
         employees, suppliers and customers of a Party, or to create any
         obligations of a Party to any such third parties.

22.5     [**].

         [**] under this Agreement [**].

22.6     ORDER OF PRECEDENCE.

         In the event of a conflict, this Agreement shall take precedence over
         the Schedules attached hereto, and the Schedules shall take precedence
         over any attached EXHIBIT.

22.7     [**].

         (a)      [**]. [**] during the period [**] under this Agreement or [**]
                  related to this Agreement and [**] related to this Agreement.
                  This provision shall [**].

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      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

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                                                          Agreement No. 02026409

22.8     [**].  [**] SHALL BE [**] THIS SECTION 21.15, [**]FURTHER ASSURANCES.

         Each Party covenants and agrees that, subsequent to the execution and
         delivery of this Agreement and without any additional consideration,
         each Party shall execute and deliver any further legal instruments and
         perform any acts that are or may become necessary to effectuate the
         purposes of this Agreement.

22.9     LIENS.

         Amdocs will not file, or by its action or inaction permit, any
         mechanics or materialman's liens to be filed on or against property or
         realty of SBC or any Eligible Recipient. In the event that any such
         Liens arise as a result of Amdocs' action or inaction, Amdocs will
         obtain a bond to fully satisfy such liens or otherwise remove such
         liens at its sole cost and expense within ten (10) business days.

22.10    COVENANT OF GOOD FAITH.

         Each Party agrees that, in its respective dealings with the other Party
         under or in connection with this Agreement, it shall act in good faith.

22.11    ACKNOWLEDGMENT.

         The Parties each acknowledge that the terms and conditions of this
         Agreement have been the subject of active and complete negotiations,
         and that such terms and conditions should not be construed in favor of
         or against either Party by reason of the extent to which either Party
         or its professional advisors participated in the preparation of this
         Agreement.

                            [Signature Page Follows]

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  The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

<PAGE>

                                                          Agreement No. 02026409

         IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their respective duly authorized representatives as of the Effective
Date.

SBC SERVICES, INC.                        AMDOCS, INC.

By:    /s/ Edward L. Glotzbach          By:  /s/ Thomas G. O'Brien
       -----------------------------        ------------------------------
Name:      Edward L. Glotzbach              Name: Thomas G. O'Brien
       -----------------------------        ------------------------------
Title: Executive VP & CIO - SBC             Title: Secretary and Treasurer

Date:  January 9, 2003                  Date: January 9, 2003
       -----------------------------         -----------------------------

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  The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

<PAGE>

                               Table of Contents

<TABLE>
<CAPTION>
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1.       BACKGROUND AND OBJECTIVES..............................................................................     1

         1.1      Information Technology Services...............................................................     1

         1.2      Goals and Objectives..........................................................................     2

         1.3      Interpretation................................................................................     2

2.       DEFINITIONS AND DOCUMENTS..............................................................................     3

         2.1      Definitions...................................................................................     3

         2.2      Other Terms...................................................................................    18

         2.3      Associated Contract Documents.................................................................    19

3.       TERM...................................................................................................    21

         3.1      Initial Term..................................................................................    21

         3.2      Extension.....................................................................................    21

4.       SERVICES...............................................................................................    22

         4.1      Overview......................................................................................    22

         4.2      Modernization Services........................................................................    22

         4.3      Transition Services...........................................................................    24

         4.4      Termination Assistance Services...............................................................    25

         4.5      Use of Third Parties..........................................................................    29

         4.6      Testing and Acceptance Test Procedures........................................................    30
</TABLE>

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         4.7      On-Site Support...............................................................................    31

5.       [**]...................................................................................................    31

         5.1      Amdocs Responsibility.........................................................................    31

         5.2      Financial Responsibility......................................................................    31

         5.3      Contingent Arrangements.......................................................................    31

6.       FACILITIES, SOFTWARE, EQUIPMENT, CONTRACTS AND ASSETS ASSOCIATED WITH THE PROVISION OF SERVICES........    32

         6.1      Service Facilities............................................................................    32

         6.2      Use of Amdocs Facilities......................................................................    36

         6.3      SBC Rules/Employee Safety.....................................................................    36

         6.4      Software......................................................................................    38

         6.5      Equipment.....................................................................................    39

         6.6      Third Party Contracts.........................................................................    41

         6.7      Assignment of Licenses, Leases and Related Agreements.........................................    42

         6.8      License to SBC Owned Software and Third Party Software........................................    43

         6.9      License to Amdocs Owned Materials and Third Party Software....................................    45

         6.10     Stock Purchase Agreement......................................................................    45

         6.11     Notice of Defaults............................................................................    46

         6.12     [**]..........................................................................................    46
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7.       SERVICE LEVELS.........................................................................................    46

         7.1      General.......................................................................................    46

         7.2      Transition Period Review......................................................................    46

         7.3      Compliance With Service Levels................................................................    47

         7.4      Problem Analysis..............................................................................    47

         7.5      Measurement and Monitoring....................................................................    47

         7.6      [**]..........................................................................................    47

         7.7      [**]..........................................................................................    48

8.       PROJECT PERSONNEL......................................................................................    48

         8.1      Transitioned Personnel........................................................................    48

         8.2      Employee Benefit Plans........................................................................    49

         8.3      Other Employee Matters........................................................................    50

         8.4      Key Amdocs Personnel and Critical Support Personnel...........................................    50

         8.5      [**]..........................................................................................    51

         8.6      [**]..........................................................................................    51

         8.7      Amdocs Personnel Are Not SBC Employees........................................................    51

         8.8      Replacement, Qualifications, and Retention of Amdocs Personnel................................    51

         8.9      Training/Career Opportunities.................................................................    52

         8.10     Conduct of Amdocs Personnel...................................................................    52
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         8.11     Substance Abuse...............................................................................    53

         8.12     Union Agreements and WARN Act.................................................................    53

9.       AMDOCS RESPONSIBILITIES................................................................................    54

         9.1      Policy and Procedures Manual..................................................................    54

         9.2      Reports.......................................................................................    55

         9.3      Quality Assurance.............................................................................    55

         9.4      [**] Strategic Decisions and Authority........................................................    57

         9.5      Change Control................................................................................    58

         9.6      Software Currency.............................................................................    61

         9.7      Year 2000 Compliance..........................................................................    62

         9.8      Access to Specialized Amdocs Skills and Resources.............................................    63

         9.9      Audit Rights..................................................................................    63

         9.10     Agency and Disbursements......................................................................    65

         9.11     Subcontractors................................................................................    66

         9.12     Supplier Diversity............................................................................    67

         9.13     Government Contract Flow-Down Clauses.........................................................    68

10.      SBC Responsibilities...................................................................................    69

         10.1     Responsibilities..............................................................................    69

         10.2     Savings Clause................................................................................    70
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11.      CHARGES................................................................................................    70

         11.1     General.......................................................................................    70

         11.2     Pass-Through Expenses.........................................................................    70

         11.3     [**]..........................................................................................    71

         11.4     Taxes.........................................................................................    71

         11.5     [**]..........................................................................................    73

         11.6     [**]..........................................................................................    74

         11.7     Proration.....................................................................................    74

         11.8     Refundable Items..............................................................................    74

         11.9     [**]..........................................................................................    74

12.      INVOICING AND PAYMENT..................................................................................    75

         12.1     Invoicing.....................................................................................    75

         12.2     Payment Due...................................................................................    75

         12.3     [**]..........................................................................................    75

         12.4     [**]..........................................................................................    75

13.      SBC DATA AND OTHER PROPRIETARY INFORMATION.............................................................    76

         13.1     SBC Ownership of SBC Data.....................................................................    76

         13.2     Safeguarding SBC Data.........................................................................    76

         13.3     Confidentiality...............................................................................    77
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         13.4     File Access...................................................................................    80

14.      OWNERSHIP OF MATERIALS.................................................................................    80

         14.1     SBC Owned Materials...........................................................................    80

         14.2     Developed Materials...........................................................................    80

         14.3     Amdocs Owned Materials........................................................................    81

         14.4     Other Materials...............................................................................    81

         14.5     General Rights................................................................................    81

         14.6     SBC Rights Upon Expiration or Termination of Agreement........................................    82

15.      REPRESENTATIONS AND WARRANTIES.........................................................................    84

         15.1     Work Standards................................................................................    84

         15.2     Maintenance...................................................................................    84

         15.3     Efficiency and Cost Effectiveness.............................................................    85

         15.4     Software and Modernization Services...........................................................    85

         15.5     Non-Infringement..............................................................................    86

         15.6     Authorization.................................................................................    87

         15.7     Inducements...................................................................................    88

         15.8     Malicious Code................................................................................    88

         15.9     Disabling Code................................................................................    88

         15.10    Compliance with Laws..........................................................................    88
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         15.11    [**]..........................................................................................    90

         15.12    Disclaimer....................................................................................    91

16.      INSURANCE AND RISK OF LOSS.............................................................................    91

         16.1     Insurance.....................................................................................    91

         16.2     Risk of Loss..................................................................................    92

17.      INDEMNITIES............................................................................................    93

         17.1     Indemnity by Amdocs...........................................................................    93

         17.2     Indemnity by SBC..............................................................................    94

         17.3     Additional Indemnities........................................................................    94

         17.4     Environmental Matters.........................................................................    95

         17.5     Indemnification Procedures....................................................................    97

         17.6     Subrogation...................................................................................    98

18.      LIABILITY..............................................................................................    98

         18.1     Force Majeure.................................................................................    98

         18.2     Limitation of Liability.......................................................................    99

19.      DISPUTE RESOLUTION.....................................................................................   100

         19.1     Informal Dispute Resolution...................................................................   100

         19.2     Arbitration...................................................................................   101

         19.3     Continued Performance.........................................................................   102
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         19.4     Governing Law.................................................................................   102

20.      TERMINATION............................................................................................   103

         20.1     Termination for Cause.........................................................................   103

         20.2     Termination for Convenience...................................................................   103

         20.3     Termination [**]..............................................................................   103

         20.4     Termination [**]..............................................................................   104

         20.5     Insolvency....................................................................................   104

         20.6     [**]..........................................................................................   105

         20.7     Equitable Remedies............................................................................   105

         20.8     Schedule X Survival...........................................................................   106

21.      GENERAL................................................................................................   106

         21.1     Binding Nature and Assignment.................................................................   106

         21.2     Entire Agreement; Amendment...................................................................   106

         21.3     Notices.......................................................................................   107

         21.4     Counterparts..................................................................................   108

         21.5     Headings......................................................................................   108

         21.6     Relationship of Parties.......................................................................   109

         21.7     Severability..................................................................................   109

22.      Consents and Approval..................................................................................   109
</TABLE>

                                      viii

<PAGE>

                               Table of Contents

                                   (continued)

<TABLE>
                                                                                                                   Page
                                                                                                                   ----
<S>                                                                                                                <C>
         22.1     Waiver of Default; Cumulative Remedies........................................................   109

         22.2     Survival......................................................................................   110

         22.3     Publicity.....................................................................................   110

         22.4     Third Party Beneficiaries.....................................................................   110

         22.5     [**]..........................................................................................   110

         22.6     Order of Precedence...........................................................................   110

         22.7     [**]..........................................................................................   110

         22.8     Further Assurances............................................................................   111

         22.9     Liens.........................................................................................   111

         22.10    Covenant of Good Faith........................................................................   111

         22.11    Acknowledgment................................................................................   111

</TABLE>

                                       ix

<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule A
                                                                   Modernization

                                   SCHEDULE A

                                       SBC

                                  MODERNIZATION

                                [To be provided]






















                      RESTRICTED - PROPRIETARY INFORMATION
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                  those companies except by written agreement.

<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule B
                                                           Inventory & Groupings

                                   SCHEDULE B

                      Application Inventory and Groupings

                                [To be provided]


















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                          except by written agreement.
<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule C
                                       Key Amdocs Personnel and Critical Support

                                   SCHEDULE C

               Key Amdocs Personnel and Critical Support Personnel

SBC will provide a list of the Key Amdocs Personnel and Critical Support
Personnel during the Transition Period.






















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distribution within those companies or for distribution outside those companies
                          except by written agreement.


<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule D
                                                           Amdocs Subcontractors

                                   SCHEDULE D

                              Amdocs Subcontractors

Amdocs is to provide list of subcontractors.





















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<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule E
                                                               Statement of Work

                                   SCHEDULE E

                                Statement of Work

                                [To be provided]





















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<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule F

                                   SCHEDULE F

                                [To be provided]









































































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<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule G
                                                                  Service Levels

                                   SCHEDULE G

                                 SERVICE LEVELS









































































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<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule G
                                                                  Service Levels

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                           <C>
1.0     GENERAL............................................................................   1

2.0     DEFINITIONS........................................................................   1

3.0     ATTACHMENTS........................................................................   1

4.0     REPORTING..........................................................................   2

5.0     SERVICE LEVEL [**].................................................................   2

6.0     SINGLE INCIDENT/MULTIPLE FAILURES..................................................   3

7.0     EARN BACK..........................................................................   3

8.0     GRACE PERIOD.......................................................................   4

9.0     ADDITIONS, DELETIONS, MODIFICATIONS AND NOTICE.....................................   5

10.0    ADDITIONS, MODIFICATIONS AND DELETIONS OF CRITICAL SERVICE
        LEVELS.............................................................................   5

11.0    ADDITIONS AND DELETIONS OF KEY MEASUREMENTS........................................   6

12.0    CRITICAL DELIVERABLES..............................................................   7

13.0    COMMENCEMENT OF OBLIGATIONS........................................................   7

14.0    COOPERATION........................................................................   7

15.0    CONTINUOUS IMPROVEMENT.............................................................   7

16.0    IMPROVEMENT PLAN FOR KEY MEASUREMENTS..............................................   8

17.0    MEASURING TOOLS....................................................................   8

18.0    TIMES..............................................................................   8

19.0    EXCEPTIONS.........................................................................   8
</TABLE>

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                                       i

<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule G
                                                                  Service Levels

1.0      GENERAL

This Schedule sets forth certain quantitative Critical Service Levels, Key
Measurements and Critical Deliverables against which Amdocs' performance shall
be measured. As of the Commencement Date, Amdocs will perform the Services at or
above the performance levels described in this Schedule.

2.0      DEFINITIONS

Terms used herein with initial capital letters shall have the respective
meanings set forth in the Agreement or its Schedules (including Attachment E to
this Schedule G).

3.0      ATTACHMENTS *

The following Attachments are hereby incorporated by reference:

Attachment A:    Service Level Matrix for Critical Service Levels and Key
                 Measurements

Attachment B:    Service Level Definitions

Attachment C:    Critical Deliverables

Attachment D:    Measurement Tools and Methodologies

Attachment E:    SLA Terms and Glossary

Attachment F:    Help Desk Problem Classification and Response Time

Attachment G:    Customer Service Request Problem Classification and Response
                 Time

Attachment H:    System Type Classification

Attachment I:    [intentionally omitted]

Attachment J:    [intentionally omitted]

Attachment K:    Project Process Deliverables

Attachment L:    [intentionally omitted]

Attachment M:    ADM Quality Measurements

Attachment N:    Tier 1 & Tier 2 Online Schedule

Attachment O:    Backup Jobs Schedule

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                                       1

<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule G
                                                                  Service Levels

Attachment P:    Print Output Production Schedule

Attachment Q:    Standard SBCDO Backup Procedures Schedule

Attachment R:    Lease Refresh Process

Attachment S:    Conversion Quality Standards

Attachment T:    Production Schedule for Batch Applications

Attachment U:    Conversion Guidelines

Attachment V:    Performance Action Committee

*Attachments to be provided upon request.

4.0      REPORTING

Unless otherwise specified in this Schedule, each Critical Service Level and Key
Measurement shall be measured and reported on a monthly basis beginning on the
Commencement Date. [**], Amdocs shall provide to SBC, [**].

Amdocs shall provide [**], and Amdocs shall provide [**] during the Term.

Amdocs will [**] for which Amdocs [**] to Amdocs [**] meet the Service Levels
by:

1.       Promptly [**];

2.       Promptly [**];

3.       Using [**] as soon as practicable;

4.       Advising [**];

5.       Providing [**]; and

6.       Making [**].

5.0      SERVICE LEVEL [**]

In the event of a Service Level Failure in respect of Critical Service Levels,
Amdocs shall [**]:

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                                       2

<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule G
                                                                  Service Levels

[**] the information [**] in the event of a Service Level Failure of a Critical
Service Level. For each Critical Service Level Failure, [**]For example, assume
that Amdocs fails to meet the Minimum Service Level for a Critical Service
Level; [**]. The Service Level [**] for such Service Level Failure would be
[**]:

[**]

1.       If more than one Service Level Failure occurs in a single Measurement
Period, the [**] Expected Service Level Failure.

2.       If a Minimum Service Level Failure [**] the applicable Service Level
[**]. For clarity, the applicable Service Level [**]. Notwithstanding the
definition of Minimum Service Level Failure, for purposes of the [**] of the
Minimum Service Level [**].

3.       In no event [**].

4.       [**], Amdocs shall notify SBC in writing of any Service Level Failures
[**] such Service Level Failures, which notice shall be [**]. The monthly
reports shall also describe [**] the month.

6.0      [**] AMDOCS WILL BE [**], SUBJECT TO [**], SHALL BE [**] FOR THE MONTH
FOLLOWING THE MONTH [**]. FOR EXAMPLE, THE AMOUNT [**], WITH RESPECT TO SERVICE
LEVEL FAILURES [**] SHALL BE SET FORTH [**].[**]SINGLE INCIDENT/MULTIPLE
FAILURES

7.0      IF A SINGLE INCIDENT RESULTS IN MULTIPLE MINIMUM SERVICE LEVEL
FAILURES, THE SERVICE LEVEL FAILURE RELATED TO THE ROOT CAUSE OF THE PROBLEM
WILL BE USED [**] THE ROOT CAUSE WILL FOLLOW THE USUAL ESCALATION PATHWAY; [**].
THE [**] IN THE ALLOCATION OF [**], OR OF SERVICE LEVEL [**]. THE PARTIES AGREE
FURTHER THAT [**] SUCH MINIMUM SERVICE LEVEL FAILURES [**]EARN BACK

Amdocs shall have the right to [**]:

1.       Within fifteen (15) days after the end of each Contract Year, Amdocs
shall deliver a report to SBC that will include, with respect to each Critical
Service Level for which there was a Service Level Failure during the preceding
Contract Year, the following:

1.1      Statistics on Amdocs' monthly performance for each Measurement Period
during the preceding Contract Year.

1.2      The Yearly Performance Average.

1.3      The total [**] Critical Service Level.

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                                       3

<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule G
                                                                  Service Levels

2.       If, during the preceding Contract Year, Amdocs achieved a Yearly
Performance Average in a Critical Service Level that [**] during that preceding
Contract Year, Amdocs will [**] for that Critical Service Level. [**] Service
Level [**] for that Service Level; or [**].

3.       [**] the monthly invoice reflecting charges for the first month of the
Contract Year immediately following the Contract Year [**]. In the case where
there will be [**] the end of the last month of the Term.

4.       If the Critical Service Level was in effect for less than the entire
Contract Year, the foregoing process shall be undertaken only with respect to
the portion of the Contract Year during which the Critical Service Level was in
effect. If the Agreement or any portion thereof is terminated prior to the end
of the Term, the foregoing process shall be undertaken only with respect to the
portion of the Contract Year during which the Agreement was in effect.

5.       These [**] provisions shall only affect Amdocs' ability to [**] the
applicable Agreement or any other SBC rights or remedies.

8.0      GRACE PERIOD

The following grace periods ("Grace Period(s)") will be defined in order to
allow for Transition Period activities and for stabilization of the Modernized
SBC Systems upon Acceptance of the Modernization Milestones. During the Grace
Periods, Amdocs will be [**]. All other Critical Service Levels will be measured
and reported; provided, however, [**]. The Grace Periods shall only apply with
respect to the particular Service Levels [**]. By example, and for the avoidance
of doubt, [**] related Service Levels.

1.       Grace Periods: Services should be measured and reported [**].

2.       Transition Grace Period: is defined as the [**] following the Agreement
Commencement Date.

3.       Modernization Grace Period: is defined as the [**] following Acceptance
of the first Major Modernization Milestone implementation and the [**] following
Acceptance of the [**] Modernization Milestone (provided that the [**] Major
Modernization Milestone shall have [**] Grace Period). For each of the
Modernization Grace Periods associated with a conversion restricted to a single
region or other unit of the business (e.g., state), the Grace Period [**] shall
apply only to the affected region or unit; the Grace Period would not apply to
results from, [**], other regions or units.

4.       New Application Grace Period: In the case of the implementation and
installation of new Application Software, Amdocs will be entitled to a Grace
Period of [**] with respect to the particular Service Levels then associated
with the SBC Application Software being replaced by the implementation of the
new Application Software, unless a different Grace Period or no Grace

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                                       4

<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule G
                                                                  Service Levels

Period is specified in the order for the new Application Software. Other Grace
Periods, or no Grace Periods whatsoever, shall be negotiated with the SBC
Governance Team.

9.0      ADDITIONS, DELETIONS, MODIFICATIONS AND NOTICE

New Performance Categories, Critical Service Levels, Service Level [**] and Key
Measurements (but not the At Risk Amount) may be added, deleted or modified
[**], as specified herein, subject to maintaining the Maximum Number of
Measurements. For example, additions or substitutions may occur in conjunction
with changes to the environment and the introduction of new Equipment or
Software or means of Service delivery; provided, however, that where such
Equipment or Software or means of Service delivery is a replacement or upgrade
of existing technology, there shall be a presumption of equivalent or improved
performance.

SBC will send written notice to Amdocs at least [**] prior to the effective date
of the: additions, deletions or modification to Performance Categories;
additions, deletions or modifications to Service Levels, which include the
movement of Critical Service Levels to Key Measurements or Key Measurements to
Critical Service Levels; or modifications to Service Level [**]. SBC may send
only one such notice, [**]. Such notice shall include changes necessary to
accommodate the addition of new Performance Categories.

10.0     ADDITIONS, MODIFICATIONS AND DELETIONS OF CRITICAL SERVICE LEVELS

SBC may add, modify or delete Critical Service Levels as follows:

1.       Additions. Expected Service Levels and Minimum Service Levels
associated with added Critical Service Levels will be computed as follows:

1.1      [**] Amdocs provided service measurements exist for a particular
Service, [**]; the Expected Service Level shall then be [**]; and the Minimum
Service Level shall be [**]; or

1.2      [**], the Parties shall [**] on an Expected Service Level and a Minimum
Service Level using industry standard measures [**]; or

1.3      Where no measurements exist for a particular Service, and the Parties
[**] Expected Service Level and a Minimum Service Level using industry standard
measures as described above, the Parties shall do the following:

1.3.1    Amdocs shall [**] in accordance with the Change Control Procedures.

1.3.2    [**] as described below, SBC may at any time in writing request [**]
the Expected Service Level and Minimum Service Level.

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                                       5

<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule G
                                                                  Service Levels

1.3.3    If Amdocs [**] shall be constructed according to the following: [**].
By way of example, [**], respectively.

1.4      Notwithstanding the foregoing, upon the introduction of a new
Application, other than Modernization Services, by SBC, the Expected Service
Level and Minimum Service Level for the Availability of such Applications should
be as defined in the new Application Order. Following installation, Amdocs shall
[**]. Amdocs shall be entitled to a New System Grace Period as defined in
Section 8 above. At the end of [**], the Expected Service Level and Minimum
Service Level shall be [**] in accordance with Section 15 - Continuous
Improvement.

Subject to Article 7 of the Agreement, Critical Service Levels will be
maintained with the implementation of the Modernization unless otherwise agreed
by the Parties.

2.       Modifications. SBC may modify the Service Level [**] for Critical
Service Levels and may designate existing Critical Service Levels as Key
Measurements and promote existing Key Measurements to Critical Service Levels.
SBC may make changes to the Service Level [**] for any Critical Service Level
within the Performance Category including changes necessary to accommodate the
addition or deletion of Critical Service Levels or Key Measurements.

3.       Deletions. SBC may delete Critical Service Levels.

4.       Impact of Additions, Modifications and Deletions of Critical Service
Levels on Service Level [**]. When adding, modifying or deleting a Critical
Service Level, SBC [**]. If SBC adds a Critical Service Level [**] the Service
Level [**].

11.0     ADDITIONS AND DELETIONS OF KEY MEASUREMENTS

SBC may add or delete Key Measurements as follows:

1.       Additions. Expected Service Levels and Minimum Service Levels
associated with added Key Measurements will be computed as follows:

1.1      [**] Amdocs provided service measurements exist for a particular
Service, [**], the Expected Service Level shall then be [**] and the Minimum
Service Level shall be [**]; or

1.2      [**], the Parties shall [**] on an Expected Service Level and a Minimum
Service Level using industry standard measures [**]; or

1.3      Where no measurements exist for a particular Service, and the Parties
[**] Expected Service Level and a Minimum Service Level using industry standard
measures as described above, the Parties shall do the following:

1.3.1    Amdocs shall [**] in accordance with the Change Control Procedures.

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                                       6

<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule G
                                                                  Service Levels

1.3.2    [**] as described below, SBC may at any time in writing request [**]
the Expected Service Level and Minimum Service Level.

1.3.3    If Amdocs [**] shall be constructed according to the following: [**],
respectively.

1.4      Notwithstanding the foregoing, upon the introduction of a new
Application, other than Modernization Services, by SBC, the Expected Service
Level and Minimum Service Level for the Availability of such Applications should
be as defined in the new Application Order. Following installation, Amdocs shall
[**]. At the end of [**], the Expected Service Level and Minimum Service Level
shall be [**] in accordance with paragraph 1.1 of this Section 11.

1.5      Subject to Article 7 of the Agreement, Key Measurements will be
maintained with the implementation of the Modernization unless otherwise agreed
by the Parties.

1.6      Deletions. SBC may delete Key Measurements.

12.0     CRITICAL DELIVERABLES

Schedule G - Attachment C sets forth the [**] in the event the Amdocs [**] as
specified in Schedule G -Attachment C. [**] shall not be included in the [**].
[**] [**] charges for the month following the month during which [**]. For
example, the [**] shall be set forth in the invoice [**].

13.0     COMMENCEMENT OF OBLIGATIONS

The obligations set forth herein shall commence on the Commencement Date or as
otherwise specified in Attachment A referencing the column "Com + mos**". The
numbers used in the column "Com + mos**" are in the format where "X" represents
the number of months after the Commencement Date when Amdocs will be responsible
to provide measurement data in support of the Critical Service Levels. Amdocs
will [**], after the applicable Grace Period.

14.0     COOPERATION

The achievement of Service Levels may require the coordinated, collaborative
effort of Amdocs with third parties. Amdocs will provide a single point of
contact for the prompt resolution of all Service Level Failures, regardless of
whether the reason for such Service Level Failures was caused by Amdocs.

15.0     CONTINUOUS IMPROVEMENT

Critical Service Levels and Key Measurements will be modified at the end of each
Contract Year during the Term as follows.

1.       Each Expected Service Level will be reset to [**], subject to the
limitation set forth in paragraph 2 of this Section 15.

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                                       7

<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule G
                                                                  Service Levels

2.       In no event shall [**]Level pursuant to paragraph 1 of this Section 15
[**].

3.       Each Minimum Service Level will be [**] the then-current Minimum
Service Level. For example, if the Minimum Service Level [**]. In no event will
the Minimum Service Level exceed the Expected Service Level.

4.       At the end of each Contract Year, the Parties will review the Critical
Service Levels to identify any service [**]. In the event the Parties so agree,
for such service [**] would be maintained.

5.       Continuous Improvement shall apply [**]. Amdocs will maintain [**].

16.0     IMPROVEMENT PLAN FOR KEY MEASUREMENTS

[**], Amdocs shall provide SBC with [**] the Expected Service Level or the
Minimum Service Level for the Key Measurement, [**]. The Parties shall [**].
Amdocs shall [**]. A Key Measurement that is [**] a Critical Service Level will
[**] (without regard to the timing restraints of Section 9.0).

17.0     MEASURING TOOLS

As of the Commencement Date, Amdocs will [**] the Critical Service Levels and
Key Measurements designated. [**] prior to the commencement date [**].

If, after the Commencement Date [**], Amdocs desires to [**], Amdocs shall
provide written notice to SBC, in which event the Parties will [**] as necessary
[**]; provided, however, if the Parties [**], Amdocs will [**] by the Parties.
It is not anticipated that [**] Service Levels; rather, the [**].

18.0     TIMES

Unless otherwise set forth herein, all references in this Schedule to times
shall refer to local times of applicable location.

19.0     EXCEPTIONS

Without derogating from the provisions of Section 10.2 of the Agreement, Amdocs
shall not be responsible for a failure to meet any Service Level to the extent
that such failure is directly attributable to any of the following:

1.       [**], for which [**]in advance that [**] such Service Level[**];

2.       Circumstances that excuse performance in connection with a Force
Majeure Event as specified in Section 18.1 of the Agreement;

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                     companies except by written agreement.

                                       8

<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule G
                                                                  Service Levels

3.       Execution of the Business Continuity Plan in support of a SBC declared
disaster.

Any other case which may require an exception or escalation will be handled
using the escalation procedures defined in Schedule E - Part 5.

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Affiliated Companies, only, and is not for distribution within or outside those
                     companies except by written agreement.

                                       9

<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule H
                                                                 Transition Plan
                                   SCHEDULE H

                                 TRANSITION PLAN

                                [To be provided]






































































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<PAGE>
                                                          Agreement No. 02026409
                                                                      Schedule I
                                                               Excluded Services

                                   SCHEDULE I

                                EXCLUDED SERVICES

                                [To be provided]







































































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<PAGE>
                                                          Agreement No. 02026409
                                                                      Schedule J
                                                                         Charges

SCHEDULE J - CHARGES
SERVICE CHARGES

<TABLE>
<CAPTION>
                                SERVICES CHARGES
                                                                                                          IN $K
                           YEAR 1     YEAR 2     YEAR 3      YEAR 4     YEAR 5     YEAR 6      YEAR 7     TOTAL
                           ------     ------     ------      ------     ------     ------      ------     -----
<S>                        <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>
OPERATIONAL FEES            [**]       [**]       [**]        [**]       [**]       [**]        [**]       [**]
TOTAL PASS THROUGH          [**]       [**]       [**]        [**]       [**]       [**]        [**]       [**]
MODERNIZATION
 LICENCE CHARGES            [**]       [**]
 SERVICES                   [**]       [**]
TOTAL MODERNIZATION         [**]       [**]       [**]        [**]       [**]       [**]        [**]       [**]
TOTAL DISCOUNTED FEES       [**]       [**]       [**]        [**]       [**]       [**]        [**]       [**]
ANNUAL INVOICE FEES         [**]       [**]       [**]        [**]       [**]       [**]        [**]       [**]
</TABLE>

<TABLE>
<CAPTION>
MONTHLY BASE CHARGE       YEAR 1     YEAR 2     YEAR 3      YEAR 4     YEAR 5     YEAR 6      YEAR 7
                          ------     ------     ------      ------     ------     ------      ------
<S>                       <C>        <C>        <C>         <C>        <C>        <C>         <C>
MONTHLY AMOUNT IN           [**]       [**]       [**]        [**]       [**]       [**]        [**]
</TABLE>

<TABLE>
<CAPTION>
PASS THROUGH EXPENSES     YEAR 1     YEAR 2     YEAR 3      YEAR 4     YEAR 5     YEAR 6      YEAR 7      TOTAL
                          ------     ------     ------      ------     ------     ------      ------      -----
<S>                       <C>        <C>        <C>         <C>        <C>        <C>         <C>         <C>
                            [**]       [**]       [**]        [**]       [**]       [**]        [**]       [**]
                            [**]       [**]       [**]        [**]       [**]       [**]        [**]       [**]
TOTAL PASS THROUGH          [**]       [**]       [**]        [**]       [**]       [**]        [**]       [**]
</TABLE>

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  affiliated companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.

<PAGE>

LABOR RATES

HOURLY RATES AND RELATED TRAVEL AND LIVING EXPENSES FOR SERVICES NOT INCLUDED IN
THE MONTHLY BASE CHARGE SHALL BE CALCULATED USING THE RATE SCHEDULE IN THE
THEN-CURRENT MASTER AGREEMENT BETWEEN SBC AND AMDOCS; PROVIDED, HOWEVER, THAT
UPON EXECUTION OF THE

[**] Amdocs Personnel [**].

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  affiliated companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.

<PAGE>

DISCOUNTS

DISCOUNTS FROM AMDOCS ORIGINAL PROPOSAL FOR THE 7 YEAR AGREEMENT

<TABLE>
<S>                                                                     <C>
Overall 7 year discount for operational fees                            $        [**]
Modernization License                                                   $        [**]
Maintenance and Ongoing product updates                                 $        [**]
</TABLE>

                                      [**]

[**]

We look forward to serving the business needs of SBC and to the continued mutual
success of our companies.

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of SBC, Amdocs, and their
  affiliated companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.

<PAGE>

TERMINATION FOR CAUSE

TERMINATION FOR CAUSE CHARGES

In the event the Agreement is terminated for cause by SBC following Acceptance
of the Final Modernization Milestone (as defined in the Modernization Plan), SBC
shall pay Vendor on the effective date of termination the license fees and
development charges

<TABLE>
<CAPTION>
                                                                 START OF
CHARGES IN $ 000           YEAR 1     YEAR 2     YEAR 3      YEAR 4     YEAR 5     YEAR 6      YEAR 7
----------------           ------     ------     ------      ------     ------     ------      ------
<S>                        <C>        <C>        <C>         <C>        <C>        <C>         <C>
Total termination
charges for cause           $[**]      $[**]      $[**]       $[**]      $[**]      $[**]       $[**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of SBC, Amdocs, and their
  affiliated companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.

<PAGE>

TERMINATION FOR CONVENIENCE

TERMINATION FOR CONVENIENCE CHARGES

In the event the Agreement is terminated for cause by SBC following Acceptance
of the Final Modernization Milestone (as defined in the Modernization Plan), SBC
shall pay Vendor on the effective date of termination the license fees and
development charges

<TABLE>
<CAPTION>
                                                      START OF
CHARGES IN $ 000           YEAR 1     YEAR 2     YEAR 3      YEAR 4     YEAR 5     YEAR 6      YEAR 7
----------------           ------     ------     ------      ------     ------     ------      ------
<S>                        <C>        <C>        <C>         <C>        <C>        <C>         <C>
Total termination
charges                    $[**]      $[**]      $[**]       $[**]      $[**]      $[**]       $[**]
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of SBC, Amdocs, and their
  affiliated companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.

<PAGE>

ACQUIRED ASSETS [BASED ON CURRENT INFORMATION - TO BE VERIFIED DURING
TRANSITION]

<TABLE>
<CAPTION>
                                                                                                                         Book
                                                                                                                         Value
                                                                                                                        Assets
 Region      Code          City, State                     Address                          City            State,Zip    in Ks
------------------------------------------------------------------------------------------------------------------------------
<S>         <C>         <C>                   <C>                                      <C>                  <C>         <C>
Gr Lakes    CHGO-A      CHICAGO, IL           200 EAST RANDOLPH STREET                 CHICAGO               IL 60601    [**]
------------------------------------------------------------------------------------------------------------------------------
Gr Lakes    CLMB-A      COLUMBUS, OH          2550 CORPORATE EXCHANGE DR               COLUMBUS              OH43231     [**]
------------------------------------------------------------------------------------------------------------------------------
Gr Lakes    EVNL-B      EVANSVILLE, IN        6219 VOGEL                               EVANSVILLE            IN 47715    [**]
------------------------------------------------------------------------------------------------------------------------------
Gr Lakes    TROY-A      TROY, MI              100 E BIG BEAVER RD                      TROY                  MI 48083    [**]
------------------------------------------------------------------------------------------------------------------------------
Gr Lakes    TROY-B      TROY, MI              1200 KIRTS BLVD                          TROY                  MI 48084    [**]
------------------------------------------------------------------------------------------------------------------------------
Gr Lakes    TROY-C      TROY, MI              1775 CROOKS RD                           TROY                  MI 48084    [**]
------------------------------------------------------------------------------------------------------------------------------
Gr Lakes    UNTN-A      UNIONTOWN, OH         1530 CORPORATE WOODS PKWY                UNIONTOWN             OH44685     [**]
------------------------------------------------------------------------------------------------------------------------------
Gr Lakes    VLVW-B      VALLEY VIEW, OH       9445 ROCKSIDE RD                         VALLEY VIEW           OH44125     [**]
------------------------------------------------------------------------------------------------------------------------------
Gr Lakes    VLVW-A      VALLEY VIEW, OH       9885 ROCKSIDE AVE                        VALLEY VIEW           OH44125     [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     AMRL-A      AMARILLO, TX          2500 S COULTER                           AMARILLO              TX 79106    [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     ASTN-A      AUSTIN, TX            6300 BRIDGEPOINT PKWY                    AUSTIN                TX 78730    [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     BEMT-A      BEAUMONT, TX          2615 CALDER                              BEAUMONT              TX 77702    [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     CCHR-A      CORPUS CHRISTI, TX    5350 S STAPLES                           CORPUS CHRISTI        TX 78411    [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     DALS-A      DALLAS, TX            1341 W MOCKINGBIRD TOWERS                DALLAS                TX 75247    [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     DALS-G      DALLAS, TX            1430 EMPIRE CENTRAL                      DALLAS                TX 75247    [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     DALS-S      DALLAS, TX            11830 webb chapel Ste 200                DALLAS                            [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     ELPS-A      EL PASO, TX           4487 N MESA STREET                       EL PASO               TX 79902    [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     FAYA-A      FAYETTEVILLE, AR      4031 N REMINGTON DRIVE                   FAYETTEVILLE          AR72703     [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     FTWR-A      FORT WORTH, TX        6707 BRENTWOOD STAIR ROAD                FORT WORTH            TX 76112    [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     GLFD-A      GUILFORD, CT          246 GOOSE LANE                           GUILFORD              CT 06437    [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     HSTN-B      HOUSTON, TX           10700 N FREEWAY                          HOUSTON               TX 77008    [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     HSTN-D      HOUSTON, TX           11200 WESTHEIMER                         HOUSTON               TX 77042    [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     HSTN-A      HOUSTON, TX           2525 NORTH LOOP WEST                     HOUSTON               TX 77008    [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     HSTN-C      HOUSTON, TX           11550 Fuqua                              HOUSTON                           [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     LTRK-A      LITTLE ROCK, AR       10810 EXECUTIVE CENTER DR                LITTLE ROCK           AR72211     [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     LBCK-A      LUBBOCK, TX           7008 INDIANA AVE                         LUBBOCK               TX79413     [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     MDLD-A      MIDLAND, TX           6 DESTA DR                               MIDLAND               TX79705     [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     NHVN-A      NEW HAVEN, CT         545 LONG WHARF DR                        NEW HAVEN             CT06511     [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     OKCT-A      OKLAHOMA CITY, OK     205 NW 63RD ST                           OKLAHOMA CITY         OK73116     [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     OVPK-B      OVERLAND PARK, KS     8900 INDIAN CREEK PARKWAY                OVERLAND PARK         KS66210     [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     PHNX-A      PHOENIX, AZ           11225 N 28TH DRIVE                       PHOENIX               AZ85029     [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     RICH-A      RICHARDSON, TX        1221 ABRAMS                              RICHARDSON            TX75081     [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     SANT-B      SAN ANTONIO, TX       13750 US HWY 281 NORTH                   SAN ANTONIO           TX78232     [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     SLTN-A      SHELTON, CT           4 RESEARCH DRIVE                         SHELTON               CT06484     [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     SGFD- A     SPRINGFIELD, MO       1111 SOUTH GLENSTONE                     SPRINGFIELD           MO65804     [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     STLS-B      ST LOUIS, MO          13075 MANCHESTER ROAD                    ST LOUIS              MO63131     [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     STLS-F      ST LOUIS, MO          801 CHESTNUT ST                          ST LOUIS              MO63134     [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     STLS-G      ST LOUIS, MO          909 CHESTNUT ST - One Bell Center        ST LOUIS              MO63101     [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     TLSA-B      TULSA, OK             10159 EAST 11TH STREET                   TULSA                 OK74128     [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     TYLR-A      TYLER, TX             3800 PALUXY DRIVE                        TYLER                 TX75703     [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     WFLD-A      WEATHERSFIELD, CT     100 GREAT MEADOW PARK                    WEATHERSFIELD         CT06109     [**]
------------------------------------------------------------------------------------------------------------------------------
Midwest     WCHT-A      WICHITA, KS           2024 N WOODLAWN                          WICHITA               KS67208     [**]
------------------------------------------------------------------------------------------------------------------------------
West        CA628       ANAHEIM, CA           2170 TOWNE CENTER PLACE                  ANAHEIM               CA92806     [**]
------------------------------------------------------------------------------------------------------------------------------
West        DGA         ANAHEIM, CA           5460 E LA PALMA AVE                      ANAHEIM               CA92807     [**]
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of SBC, Amdocs, and their
  affiliated companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                         Book
                                                                                                                         Value
                                                                                                                        Assets
 Region      Code          City, State                     Address                          City            State,Zip    in Ks
------------------------------------------------------------------------------------------------------------------------------
<S>         <C>         <C>                   <C>                                      <C>                  <C>         <C>
West        TCP08       FAIRFIELD, CA         2525 NORTH WATNEY WAY                    FAIRFIELD             CA94533     [**]
------------------------------------------------------------------------------------------------------------------------------
West        SB601       FRESNO, CA            170 W SHAW AVE                           FRESNO                CA93704     [**]
------------------------------------------------------------------------------------------------------------------------------
West        UC600       GOLD RIVER, CA        11249 GOLD COUNTRY BLVD                  GOLD RIVER            CA95670     [**]
------------------------------------------------------------------------------------------------------------------------------
West        IRVN- A     Irvine, CA            2681 Kelvin Ave.                         IRVINE                CA          [**]
------------------------------------------------------------------------------------------------------------------------------
West        G2611       LOS ANGELES, CA       3470 WILSHIRE BLVD                       LOS ANGELES           CA90010     [**]
------------------------------------------------------------------------------------------------------------------------------
West        Q10A2       OAKLAND, CA           2101 WEBSTER ST                          OAKLAND               CA94612     [**]
------------------------------------------------------------------------------------------------------------------------------
West        K1600       PASADENA, CA          199 S LOS ROBLES AVE                     PASADENA              CA91101     [**]
------------------------------------------------------------------------------------------------------------------------------
West        PASD-A      PASADENA, CA          7 N FAIR OAKS                            PASADENA              CA91103     [**]
------------------------------------------------------------------------------------------------------------------------------
West        TD600       PETALUMA, CA          1031 A NORTH MCDOWELL BLVD               PETALUMA              CA94954     [**]
------------------------------------------------------------------------------------------------------------------------------
West        PE603       PLEASANTON, CA        6621 OWENS DRIVE                         PLEASANTON            CA94588     [**]
------------------------------------------------------------------------------------------------------------------------------
West        LB600       RIVERSIDE, CA         1650 SPRUCE STREET                       RIVERSIDE             CA92507     [**]
------------------------------------------------------------------------------------------------------------------------------
West        M3646       SAN DIEGO, CA         2375 NORTHSIDE DRIVE                     SAN DIEGO             CA92108     [**]
------------------------------------------------------------------------------------------------------------------------------
West        R1781       SAN FRANCISCO, CA     101 SPEAR STREET                         SAN FRANCISCO         CA94105     [**]
------------------------------------------------------------------------------------------------------------------------------
West        R1011       SAN FRANCISCO, CA     666 FOLSOM ST                            SAN FRANCISCO         CA94107     [**]
------------------------------------------------------------------------------------------------------------------------------
West        N1602       SAN JOSE, CA          100 PARK CENTER PLAZA                    SAN JOSE              CA95113     [**]
------------------------------------------------------------------------------------------------------------------------------
West        B1610       WOODLAND HILLS, CA    20951 BURBANK BLVD                       WOODLAND HILLS        CA91367     [**]
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

       TOTAL PRICE - TO BE VERIFIED DURING TRANSITION PERIOD      $[**]

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of SBC, Amdocs, and their
  affiliated companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.

<PAGE>

FACILITY CHARGES

TOTAL FACILITY CHARGES PER YEAR

<TABLE>
<CAPTION>
                 YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5       YEAR 6       YEAR 7        TOTAL
                --------     --------     --------     --------     --------     --------     --------      --------
<S>             <C>          <C>          <C>          <C>          <C>          <C>          <C>           <C>
Annual
Charges           $[**]        $[**]        $[**]        $[**]        $[**]        $[**]        $[**]        $[**]
</TABLE>

FACILITY CHARGES PER SITE PER MONTH

<TABLE>
<CAPTION>
Region      Code       City, State              Address                   City        State,Zip    [**]     [**]   Total Cost
-----------------------------------------------------------------------------------------------------------------------------
<S>        <C>       <C>                 <C>                          <C>             <C>          <C>      <C>    <C>
Gr Lakes             BRECKSVILLE         6889 SNOWVILLE RD            BRECKSVILLE      OH          [**]     [**]      [**]
                     OH                                                                44141
-----------------------------------------------------------------------------------------------------------------------------
Gr Lakes   CHGO-A    CHICAGO, IL         200 E RANDOLPH ST            CHICAGO          IL60601     [**]     [**]      [**]
-----------------------------------------------------------------------------------------------------------------------------
Gr Lakes   CHGO-B    CHICAGO, IL         225 W RANDOLPH               CHICAGO          IL60606     [**]     [**]      [**]
-----------------------------------------------------------------------------------------------------------------------------
Gr Lakes   MDSN-B    MADISON, WI         6325 ODANA RD                MADISON          WI 53719    [**]     [**]      [**]
-----------------------------------------------------------------------------------------------------------------------------
                     TRAVERSE CITY                                    TRAVERSE
Gr Lakes   TRVS-A    MI                  745 S GARFIELD RD            CITY             MI49686     [**]     [**]      [**]
-----------------------------------------------------------------------------------------------------------------------------
Gr Lakes   TROY-A    TROY, MI            100 E BIG BEAVER RD          TROY             MI 48083    [**]     [**]      [**]
-----------------------------------------------------------------------------------------------------------------------------
Gr Lakes   TROY-B    TROY, MI            1200 KIRTS BLVD              TROY             MI 48084    [**]     [**]      [**]
-----------------------------------------------------------------------------------------------------------------------------
Gr Lakes   TROY-C    TROY, MI            1775 CROOKS RD               TROY             MI48084     [**]     [**]      [**]
-----------------------------------------------------------------------------------------------------------------------------
                     VALLEY VIEW                                      VALLEY
Gr Lakes   VLVW-B    OH                  9445 ROCKSIDE RD             VIEW             OH44125     [**]     [**]      [**]
-----------------------------------------------------------------------------------------------------------------------------
                                         2140 DAVIDSON RD/ N15
Gr Lakes             WAUKESHA, WI         W24250 RIVERWOOD DR         WAUKESHA         WI 53186    [**]     [**]      [**]
-----------------------------------------------------------------------------------------------------------------------------
Midwest    DALS-G    DALLAS, TX          1430 EMPIRE CENTRAL          DALLAS           TX 75247    [**]     [**]      [**]
-----------------------------------------------------------------------------------------------------------------------------
Midwest    HSTN-A    HOUSTON, TX         2525 NORTH LOOP WEST         HOUSTON          TX 77008    [**]     [**]      [**]
-----------------------------------------------------------------------------------------------------------------------------
Midwest    NHVN-A    NEW HAVEN, CT       545 LONG WHARF DR            NEW HAVEN        CT 06511    [**]     [**]      [**]
-----------------------------------------------------------------------------------------------------------------------------
                     SAN ANTONIO
Midwest    SANT-B    TX                  13750 US HWY 281 NO          SAN ANTONIO      TX 78232    [**]     [**]      [**]
-----------------------------------------------------------------------------------------------------------------------------
                     ST LOUIS, MO        1010 Pine ST                 ST LOUIS         MO63101     [**]     [**]      [**]
-----------------------------------------------------------------------------------------------------------------------------
                                         909 CHESTNUT ST -
Midwest    STLS-G    ST LOUIS, MO        One BELL CENTRE              ST LOUIS         MO63101     [**]     [**]      [**]
-----------------------------------------------------------------------------------------------------------------------------
West       CA628     ANAHEIM, CA         2170 TOWNE CTR PL            ANAHEIM          CA92806     [**]     [**]      [**]
-----------------------------------------------------------------------------------------------------------------------------
West       DGA       ANAHEIM, CA         5460 E LA PALMA AVE          ANAHEIM          CA92807     [**]     [**]      [**]
-----------------------------------------------------------------------------------------------------------------------------
West       UC600     GOLD RIVER, CA      11249 GOLD CTRY BLVD         GOLD RIVER       CA95670     [**]     [**]      [**]
-----------------------------------------------------------------------------------------------------------------------------
                     LOS ANGELES
West       G2611     CA                  3470 WILSHIRE BLVD           LOS ANGELES      CA90010     [**]     [**]      [**]
-----------------------------------------------------------------------------------------------------------------------------
West       PASD-A    PASADENA, CA        7 N FAIR OAKS                PASADENA         CA91103     [**]     [**]      [**]
-----------------------------------------------------------------------------------------------------------------------------
                     PLEASANTON
West       PE603     CA                  6621 OWENS DRIVE             PLEASANTON       CA94588     [**]     [**]      [**]
-----------------------------------------------------------------------------------------------------------------------------
West       M3646     SAN DIEGO, CA       2375 NORTHSIDE DR            SAN DIEGO        CA92108     [**]     [**]      [**]
-----------------------------------------------------------------------------------------------------------------------------
West       R1781     SAN FRANCISCO CA    101 SPEAR STREET             SAN FRANCISCO    CA94105     [**]     [**]      [**]
-----------------------------------------------------------------------------------------------------------------------------
Canada               Edmonton                                         Canada                                [**]      [**]
-----------------------------------------------------------------------------------------------------------------------------
                     TOTAL               [**]                                                      [**]     [**]      [**]
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

  [**]

                      RESTRICTED - PROPRIETARY INFORMATION
 This information is for use by authorized employees of SBC, Amdocs, and their
  affiliated companies, only, and is not for distribution inside or outside of
                  those companies except by written agreement.

<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule K
                                                                   SBC Base Case

                                   SCHEDULE K

                                    BASE CASE

                                [To be provided]

































                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule L
                                                                        Projects


                                   SCHEDULE L


                                    Projects

                                [To be provided]

\




















                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule M
                                                              Affected Employees

                                   SCHEDULE M

                               AFFECTED EMPLOYEES

                               [To be determined]


































                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule N
                                                       Direct Amdocs Competitors

                                   SCHEDULE N

                            DIRECT AMDOCS COMPETITORS

A Direct Amdocs Competitor is any entity which develops, markets, sells,
licenses or provides any services (including outsourcing) relating to CRM, Order
Management, directory publishing, and/or billing software systems, including the
following entities:

Note: those marked with an asterisk (*) are the competitors that as of the
Commencement Day are deemed Direct Amdocs Competitors that sell directory
publishing systems and products.

[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule O

                                   SCHEDULE O

                                 SBC FACILITIES
                                AMDOC FACILITIES

                             SBC PROVIDED EQUIPMENT
                SBC SUPPLILED ITEMS, EQUIPMENT AND SPECIFICATIONS

                                [To be provided]


















                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.
<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule P
                                                          Direct SBC Competitors

                                   SCHEDULE P

                             DIRECT SBC COMPETITORS

                                   PUBLISHERS

PUBLISHER MEMBERS

(Publisher Members = those publishers who are members of the Yellow Pages
Interactive Media Association)

[**]

PUBLISHER NON-MEMBERS

(Publisher Non-Members = those publishers who are NOT currently members of the
Yellow Pages Interactive Media Association)

[**].

CMR

CMR MEMBERS

(CMR - Certified Marketing Representatives Members = CMR could be competitors to
SBCDO via the sales channel and/or publishing channel. - not sure the level of
competion needed for this schedule. A CMR may have interest in Directory Sales
systems)

[**]

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule Q
                                                             Satisfaction Survey

SCHEDULE Q: SATISFACTION SURVEY

This document is designed to provide a high level description of the
Satisfaction Surveys that have been identified in SLA documents related to ADM,
End User Support, Business Process Procurement and Governance. In addition to
specifics outlined here, the surveys must be developed and administered per
specifications outlined within the individual SLA documents, subject to
oversight by the Governance team.

Purpose of Survey

The four identified surveys will need to be designed and distributed in
compliance with provisions outlined in this document, then administered to
management and selected Users on a regularly scheduled basis for the purpose of
evaluating vendor performance to key satisfaction indicators. The vendor will be
responsible for outlining specific action plans (which will be presented to and
approved by the Governance team) designed to address issues identified via
survey results.

Survey Objectives

As part of the survey development process, the Governance team will provide
information on the specific services that need to be evaluated (related to key
drivers of satisfaction); target groups that can provide the most meaningful
insight into reasons behind potential dissatisfaction; and will use initial
results to set baselines and parameters to indicate the desired amount of
ongoing improvement contingent on all survey scales having a 1-7 rating, with an
expected weighted evaluation rating of 6.

The surveys will need to be designed with interchangeable evaluation criteria
components that can be used (as appropriate) across all 4 surveys. The following
table indicates components and applicability:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
CRITERIA COMPONENTS                      ADM        END USER        PROCUREMENT         GOVERNANCE
--------------------------------------------------------------------------------------------------
<S>                                      <C>        <C>             <C>                 <C>
Culture / Work Environment                                                                  -
--------------------------------------------------------------------------------------------------
Impact of New Implementations             -             -                                   -
--------------------------------------------------------------------------------------------------
Impact on Respondent's Work               -             -                -                  -
--------------------------------------------------------------------------------------------------
Problem Solving Process                   -             -                                   -
--------------------------------------------------------------------------------------------------
Professionalism                           -             -                -                  -
--------------------------------------------------------------------------------------------------
Project Management                                                                          -
--------------------------------------------------------------------------------------------------
Relationship Management                                                  -                  -
--------------------------------------------------------------------------------------------------
Support Availability                      -             -                -                  -
--------------------------------------------------------------------------------------------------
Support Expertise                         -             -                -                  -
--------------------------------------------------------------------------------------------------
Support for New Systems                   -             -                                   -
--------------------------------------------------------------------------------------------------
Support Responsiveness                    -             -                -                  -
--------------------------------------------------------------------------------------------------
System Functionality                      -             -                -                  -
--------------------------------------------------------------------------------------------------
System Performance                        -             -                                   -
--------------------------------------------------------------------------------------------------
System Quality                            -             -                -                  -
--------------------------------------------------------------------------------------------------
</TABLE>

In addition, surveys will need to be repeated on a regularly scheduled basis to
provide year-over-year result comparisons. On an ongoing basis, the Governance
Team will be responsible for reviewing and approving Amdocs' improvement action
plans (associated with survey results) as well as associated progress against
those plans. In addition, it is expected that results will be shared with
respondents, along with action plans related to improvement / issue resolution.

Structure and Logistics

This section provides guidelines on how the survey should be structured,
administered and analyzed.

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

                                       1

<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule Q
                                                             Satisfaction Survey

         -        Each survey should contain at least one question to evaluate
                  whether or not the prospective respondent is familiar with
                  Amdocs and the services they provide. This will allow
                  irrelevant and/or disinterested responses to be weeded out of
                  the results

         -        Survey questions need to evaluate both efficiency and
                  effectiveness of services provided

         -        Each survey should not take more than 10-15 minutes to
                  complete

         -        Survey questions will need to be designed to cover four
                  evaluation points for each service:

                           -        SCREENED (question to make sure the service
                                    is relevant to the respondent. Example: Is
                                    online availability important to you? Yes /
                                    No)

                           -        WEIGHTED (to provide input on how important
                                    / relevant the service is to them. Example:
                                    How important? 1-7 response)

                           -        RATED (the core effectiveness question.
                                    Example: How satisfied are you with online
                                    availability? 1-7 response)

                           -        JUSTIFIED (question that provides
                                    opportunity for feedback comments. Example:
                                    What improvement would increase your
                                    satisfaction? Open ended response / comment
                                    section)

         -        Each survey needs to contain a short list of items that each
                  respondent can use to indicate the evaluation criteria
                  categories that are important to their satisfaction.

                           -        For the four surveys covered by this
                                    document, the list of items should directly
                                    correlate to the evaluation criteria
                                    categories applicable to each specific
                                    survey

                           -        Each of those criteria would have associated
                                    questions in the survey and each criterion
                                    would also be listed in a section that asks
                                    the respondent to check all items that are
                                    relevant to him/her.

                           -        Data Analysis will take into consideration
                                    whether or not the respondent checked a
                                    particular criterion as being important to
                                    them.

         -        For each criteria area, respondents should be asked questions
                  designed to rate their relative importance and satisfaction
                  related to the category, as well as offer recommendations for
                  improvement for each criteria category they respond to

         -        Demographics need to be included so data analysis can review
                  responses for trends based on location, organization, etc

         -        Prior to administering the pending survey and associated
                  administration process will need to be well communicated to
                  the client community

         -        Random sample size will need to be targeted to provide a 99%
                  confidence level

         -        Resulting data must be validated and normalized

         -        Result analysis will need to reflect overall satisfaction
                  issues ranked by priority and evaluated for diverging needs.

         -        The composite score of each response will need to be a
                  combination of importance and satisfaction the client
                  reflected across each criteria point.

Target Groups

The ADM, End User Support, and Business Process Procurement surveys will be
taken by randomly selected members of the SBCDO client community for the purpose
of providing focused, anonymous feedback to the vendor and the Governance team
related to services received via Amdocs. The Governance survey will target
responses from all the SBC members of the Governance team, as well as any
applicable members of the SBC IT organization.

Action Plans

Amdocs will be responsible for generating action plan for targeted areas that
the survey results indicate are in need of improvement. These plans must be
explicit, actionable and have associated timelines. They will also need to be
presented to the Governance team and obtain their sign-off prior to enactment

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

                                       2

<PAGE>
                                                          Agreement No. 02026409
                                                                      Schedule R
                                                                         Reports


                                   SCHEDULE R



                                    Reports




                       (To Be Finalized During Transition)





























                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule S
                                                                   SBC Standards

                                   Schedule S

                                 SBC Standards

                                [To be provided]






































































                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.
<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule T
                                                         Supplier Diversity Plan

                                   Schedule T

                             SUPPLIER DIVERSITY PLAN

Attached hereto and incorporated herein as Exhibit A is a template for Amdocs's
proposed Participation Plan, outlining MBE/WBE/DVBE goals and specific and
detailed plans to achieve those goals. Amdocs will submit an updated
Participation Plan annually by the first week in January. Amdocs will submit
MBE/WBE/DVBE Results Reports quarterly by the end of the first week following
the close of each quarter, using the form attached hereto and incorporated
herein as Exhibit B. Participation Plans and Results Reports will be submitted
to the Prime Supplier Program Manager.





















                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

                                       1


<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule T
                                                         Supplier Diversity Plan

                         MBE/WBE/DVBE PARTCIPATION PLAN

         -----------------------------------------------------------------------
                 PRIME SUPPLIER MBE/WBE/DVBE PARTICIPATION PLAN

                                 YEAR REPORTING:
         ----------------------------------------------------------------------

         PRIME SUPPLIER NAME:     ______________________________________________

         ADDRESS:                 ______________________________________________

                                  ______________________________________________
         COMPANY E-MAIL:
                                  ______________________________________________
         TELEPHONE NUMBER:
                                  ______________________________________________

         DESCRIBE GOODS OR SERVICES BEING PROVIDED UNDER THIS AGREEMENT:

         DESCRIBE YOUR M/WBE-DVBE OR SUPPLIER DIVERSITY PROGRAM AND THE
         PERSONNEL DEDICATED TO THAT PROGRAM

         THE FOLLOWING, TOGETHER WITH ANY ATTACHMENTS IS SUBMITTED AS AN MBE/WBE
         /DVBE PARTICIPATION PLAN.

1.       GOALS

         A. WHAT ARE YOUR MBE/WBE/DVBE PARTICIPATION GOALS?
         MINORITY BUSINESS ENTERPRISES (MBEs)                     #DIV/0!

                                                               ______________
         WOMAN BUSINESS ENTERPRISES (WBEs)                        #DIV/0!

                                                               ______________
         DISABLED VETERAN BUSINESS ENTERPRISES (DVBEs)            #DIV/0!

                                                               ______________

         B. WHAT IS THE ESTIMATED ANNUAL VALUE OF THIS CONTRACT WITH:

         AMERITECH
                                         _______________________________________
         NEVADA BELL
                                         _______________________________________
         PACIFIC BELL
                                         _______________________________________
         SOUTHERN NEW ENGLAND TELEPHONE
                                         _______________________________________
         SOUTHWESTERN BELL
                                         _______________________________________

                      RESTRICTED - PROPRIETARY INFORMATION
   The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
 distribution within those companies or for distribution outside those companies
                          except by written agreement.

                                       2

<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule T
                                                         Supplier Diversity Plan

                                        ________________________________________
         AMERITECH DATA SERVICES (ADS)
                                        ________________________________________
         SBC ADVANCED SOLUTIONS (ASI)
                                        ________________________________________
         SBC LONG DISTANCE
                                        ________________________________________
         SBC TELECOM (NATIONAL/LOCAL)
                                        ________________________________________
         OTHER SBC AFFILIATE
                                        ________________________________________

         NOTE: INDICATE DOLLAR AWARD(s) AS IT APPLIES TO THIS CONTRACT (I.e.,
         PACIFIC BELL, SWBT, AND/OR AFFILIATE).

         C. WHAT ARE THE DOLLAR AMOUNTS OF YOUR PROJECTED MBE/WBE/DVBE
         PURCHASES:

         MINORITY BUSINESS ENTERPRISES (MBEs)
                                                             ___________________
         WOMAN BUSINESS ENTERPRISES (WBEs)
                                                             ___________________
         DISABLED VETERAN BUSINESS ENTERPRISES (DVBEs)
                                                             ___________________

         *SEE MBE/WBE/DVBE CANCELLATION CLAUSE IN AGREEMENT FOR DEFINITIONS OF
         MBE, WBE, AND DVBE*

2.       LIST THE PRINCIPAL GOODS AND SERVICES TO BE SUBCONTRACTED TO MBE/WBE/
         DVBEs OR DELIVERED THROUGH MBE/WBE/DVBE VALUE ADDED RESELLERS

  DETAILED PLAN FOR USE OF M/WBEs-DVBEs AS SUBCONTRACTORS, DISTRIBUTORS, VALUE
                                 ADDED RESELLERS

         For every product and service you intend to use, provide the following
         information. (attach additional sheets if necessary)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                     CLASSIFICATION      PRODUCTS/SERVICES TO
COMPANY NAME         (MBE/WBE/DVBE)          BE PROVIDED            $ VALUE         DATE TO BEGIN
-----------------------------------------------------------------------------------------------------
<S>                  <C>                 <C>                        <C>             <C>
-----------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
   The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
 distribution within those companies or for distribution outside those companies
                          except by written agreement.

                                       3

<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule T
                                                         Supplier Diversity Plan

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                     CLASSIFICATION      PRODUCTS/SERVICES TO
COMPANY NAME         (MBE/WBE/DVBE)          BE PROVIDED            $ VALUE         DATE TO BEGIN
-----------------------------------------------------------------------------------------------------
<S>                  <C>                 <C>                        <C>             <C>
-----------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------
</TABLE>

3.       SELLER AGREES THAT IT WILL MAINTAIN ALL NECESSARY DOCUMENTS AND RECORDS
         TO SUPPORT ITS EFFORTS TO ACHIEVE ITS MBE/WBE/DVBE PARTICIPATION GOAL
         (S). SELLER ALSO ACKNOWLEDGES THE FACT THAT IT IS RESPONSIBLE FOR
         IDENTIFYING, SOLICITING AND QUALIFYING MBE/WBE/DVBE SUBCONTRACTORS,
         DISTRIBUTORS AND VALUE ADDED RESELLERS.

4.       THE FOLLOWING INDIVIDUAL, ACTING IN THE CAPACITY OF MBE/WBE/DVBE
         COORDINATOR FOR SELLER, WILL:

         ADMINISTER THE MBE/WBE/DVBE PARTICIPATION PLAN,

         SUBMIT SUMMARY REPORTS, AND

         COOPERATE IN ANY STUDIES OR SURVEYS AS MAY BE REQUIRED IN ORDER TO
         DETERMINE THE EXTENT OF COMPLIANCE BY THE SELLER WITH THE PARTICIPATION
          PLAN.

         NAME:
                                        ________________________________________
         TITLE:
                                        ________________________________________
         TELEPHONE NUMBER:
                                        ________________________________________
         AUTHORIZED SIGNATURE:
                                        ________________________________________
         DATE:
                                        ________________________________________

                      RESTRICTED - PROPRIETARY INFORMATION
   The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
 distribution within those companies or for distribution outside those companies
                          except by written agreement.

                                       4

<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule T
                                                         Supplier Diversity Plan

                       MWBE-DVBE QUARTERLY RESULTS REPORT

                       M/WBE-DVBE QUARTERLY RESULTS REPORT

FOR THE FOLLOWING SBC AFFILIATE:

   NOTE:  Subcontracting Results should reflect ONLY M/WBE-DVBE dollars directly
          traceable to sales DURING THE REPORT QUARTER.

   Results must be reported individually for each SBC subsidiary.

   THIS SUMMARY REPORT SHOULD BE      SBCSD@msg.pacbell.com
     E-MAILED TO:

       Authorized signed copy should  PRIME SUPPLIER PROGRAM MANAGER
         be mailed to:                2600 CAMINO RAMON, ROOM 1E050
                                      SAN RAMON, CA 94583 FAX # (925)867-4414

     NOTE: Questions and/or requests for assistance may be referred to the
           Prime Supplier Program Manager at SBCSD@msg.pacbell.com

<TABLE>
<CAPTION>
                                                 2.  CONTRACT/WORK ORDER
         1.  REPORTING COMPANY:                      NUMBER:                                  3.  REPORT QUARTER:
<S>                                              <C>                             <C>
                                                                                 This report reflects the utilization of Minority
 Company Name:      ____________________                                         Business Enterprise/Woman Business Enterprise/
                                                                                 Disabled Veterans participation for period
 Address:           ____________________
                                                        (If available)                                                  through
 City, State, Zip:  ____________________
                                                                                          (Please indicate dates)
 Contact Name:      ____________________

 Title:             ____________________

 E-mail:            ____________________

 Date:              ____________________

 Telephone:         ____________________

SIGNATURE:
---------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
            PARTICIPATION GOAL                                  PARTICIPATION ACHIEVEMENT
---------------------------------------------------------------------------------------------------------------
<S>                                              <C>
 4.                                              5.                                     ACTUAL FOR QUARTER
                                                                                        ------------------
                                                                                 MBE          WBE          DVBE
                        ANNUAL GOAL              Subcontracting Dollars
                        -----------                                               ______________________________
Percent of Total   MBE       WBE     DVBE
                                                 Total
 Sales            [**]%     [**]%    [**]%
                  ------------------------       Sales to SBC                     ______________________________

                                                 Percent of
                                                 Subcontracted Sales
---------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
            SBC - SUBCONTRACTING RESULTS
---------------------------------------------------------------------------------------------------------------
<S>                                             <C>
 6. M/WBE-DVBE SUBCONTRACTOR(S)                 Ethnic/Gender:                      Total Dollars:
                                                --------------                      --------------
             Name:
                  ________________________                                      _________________________
          Address:
                  ________________________

      City, State,________________________
              Zip:
                  ________________________

        Telephone:                                                           -------------------------
                  ________________________          CERTIFYING AGENCY:
Goods or Services:
                                                                             -------------------------
                  _______________________________________________________________________________________

  To add additional subcontractors, copy the entire light gray area and paste directly below this line.
---------------------------------------------------------------------------------------------------------------
</TABLE>

                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.

                                       5

<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule U
                                                                 Amdocs Proposal

                                   SCHEDULE U

                                 Amdocs Proposal

                                [To be provided]






































































                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule V


                                   Schedule V

                                    Reserved








































































                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


<PAGE>

                                                          Agreement No. 02026409
                                                                      Schedule W

                                   Schedule W

                                    Reserved





















                      RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
distribution within those companies or for distribution outside those companies
                          except by written agreement.


<PAGE>
                                                          Agreement No. 02026409
                                                                      Schedule X
                                                               License Agreement


                                   SCHEDULE X

           SOFTWARE LICENSE, MAINTENANCE SERVICES AND ONGOING SUPPORT
                                    SERVICES

This Schedule hereby incorporates by reference the terms of the Agreement. The
terms of the Agreement shall apply to the terms of this Schedule. Capitalized
terms used in this Schedule and not defined herein have the meanings, if any,
ascribed to such terms in the Agreement. The Parties acknowledge that the terms
of this Schedule are designed to reflect the unique relationship of the Parties
following the termination or expiration of the Agreement. Therefore, these
terms, including, without limitation, pricing terms, shall not apply to any
other relationships or agreements to be established between the Parties.

1.    DEFINITIONS

      1.1   "AUTHORIZED END USERS" means employees, customers, suppliers,
            vendors, auditors, benefits providers, contractors, agents and other
            business partners of SBC and/or the Eligible Recipients.

      1.2   "CONTRACTOR" means any person or entity, including outsourcers,
            consultants, disaster recovery services providers, hosting services
            providers and other third parties, providing technical services or
            advice to SBC, Eligible Recipients or Authorized End Users.

      1.3   "CUSTOMERS" has the meaning ascribed to such term in SECTION 6.1(A)
            of this Schedule.

      1.4   "CUSTOMIZATION MAINTENANCE SERVICES" has the meaning ascribed to
            such term in SECTION 4(B)(II) of this Schedule.

      1.5   "DOCUMENTATION" means the files and records, process flow documents,
            software manufacturing instructions and scripts, test specifications
            and test scripts and similar Materials pertaining to the Amdocs
            Software Package together with all Enhancements and Improvements
            thereof, to be developed, provided and made available to SBC by
            Amdocs pursuant to the Agreement or this Schedule.

      1.6   "GENERIC AMDOCS SOFTWARE PACKAGE" means all components of the Amdocs
            Software Package (including all third party software embedded or
            incorporated therein by Amdocs, but excluding Developed Materials
            owned by SBC).

      1.7   "IMPROVEMENTS" means correction of errors found in modules of the
            Generic Amdocs Software Package, as well as the provision of
            improvements, additions,

                     RESTRICTED - PROPRIETARY INFORMATION
  The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
     distribution within those companies or for distribution outside those
                     companies except by written agreement.

                                       1
<PAGE>
                                                          Agreement No. 02026409
                                                                      Schedule X
                                                               License Agreement

            corrections, updates, revisions, new versions, enhancements,
            modifications and new releases with respect to the Generic Amdocs
            Software Package, as well as all associated Documentation and
            training materials. Improvements do not include major new features
            that are not generally or routinely provided as part of Generic
            Amdocs Software Package maintenance services or that are generally
            made available to licensees of the Generic Amdocs Software Package
            as separately priced components.

      1.8   "MAINTENANCE FEES" means the amounts set forth in SECTION 6 of this
            Schedule.

      1.9   "ONGOING SUPPORT SERVICES" means the services described and defined
            in SECTION 4.2(B).

      1.10  "MAINTENANCE SERVICES" means the Services described and defined in
            SECTION 4.1 and ANNEX A of this Schedule.

      1.11  "SUBSEQUENT LICENSE FEES" has the meaning ascribed to such term in
            SECTION 6.1(A) of this Schedule.

2.    LICENSE GRANT.

      2.1   GRANT OF LICENSE. Subject to payment under the Agreement of the
            Charges, and any Termination Charges and Subsequent License Fees,
            and unless the license granted hereunder for the Amdocs Software
            Package is otherwise terminated pursuant to the terms of the
            Agreement, Amdocs shall and hereby does grant to SBC and each
            Eligible Recipient a non-exclusive, perpetual, non-transferable
            (except as otherwise provided in the Agreement), worldwide right and
            license (i) to install, integrate other Software, use, operate,
            execute, copy for archive purposes, create derivative works of,
            modify and enhance the Generic Amdocs Software Package ([**] in
            single or multiple data centers owned and operated by or on behalf
            of SBC, and (ii) in connection therewith, to use, copy, and modify
            the Documentation, in each case in connection with SBC's and the
            Eligible Recipients' directory services business and/or operations.
            SBC shall not use the Generic Amdocs Software Package on a service
            bureau basis for and on behalf of non-Eligible Recipients.

      2.2   GRANT OF LICENSE TO AUTHORIZED END USERS. Subject to the provisions
            of the Agreement and SECTION 2.7 of this Schedule, Amdocs shall and
            hereby does grant to the Authorized End Users a non-exclusive,
            perpetual, non-transferable right and license (i) to access and use
            the Generic Amdocs Software Package (including through a
            browser-based or other similar or successor interface) to


                      RESTRICTED - PROPRIETARY INFORMATION
   The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

                                       2
<PAGE>
                                                          Agreement No. 02026409
                                                                      Schedule X
                                                               License Agreement

            transact business operations and exchange data with SBC and Eligible
            Recipients, and (ii) to use the Documentation solely in connection
            with such access and use of the Amdocs Software Package.

      2.3   USE. With respect to the processing of data, SBC shall use the
            Generic Amdocs Software Package and Documentation solely to process
            the data of SBC and the Eligible Recipients, as well as the data of
            Authorized End Users, in each case concerning or relating to the
            directory services business and/or operations of SBC and the
            Eligible Recipients. Notwithstanding the foregoing, SBC may use the
            Generic Amdocs Software Package to provide transitional, migration
            and/or conversion services to divested subsidiaries, affiliates,
            divisions, departments, business units or product groups of Eligible
            Recipients, to facilitate their continuous operation while
            separating from SBC's or Eligible Recipients' systems, [**], such
            use not to extend for more than [**] from the date of such
            divestment.

      2.4   CONTRACTORS. Subject to the provisions of the Agreement and SECTION
            2.7 of this Schedule, the rights and license grants under this
            SECTION 2 may, at SBC's discretion, [**], provided that such use is
            solely on behalf, and for the benefit, of SBC, Eligible Recipients,
            and Authorized End Users.

3.    REMOTE ACCESS; DISASTER RECOVERY. THE RIGHTS AND LICENSE GRANTS UNDER THIS
      ARTICLE 2 MAY BE EXERCISED BY REMOTE ACCESS OVER TELECOMMUNICATIONS
      NETWORKS OR BY DIRECT CONNECTION AND SHALL INCLUDE, AND AT NO ADDITIONAL
      CHARGE, USE FOR DISASTER RECOVERY, TESTING, BACKUP, DEVELOPMENT AND
      ARCHIVAL PURPOSES.[**]SOURCE CODE. SUBJECT TO SECTION 14.2(B) OF THE
      AGREEMENT, UPON ACCEPTANCE BY SBC OF THE AMDOCS SOFTWARE PACKAGE, AND UPON
      DELIVERY OF ANY ENHANCEMENTS AND IMPROVEMENTS THERETO, AMDOCS SHALL
      PROVIDE SBC, VIA ELECTRONIC MEDIA, [**] DOCUMENTATION FOR THE AMDOCS
      SOFTWARE PACKAGE AND ALL AMDOCS OWNED MATERIALS THAT ARE INCLUDED OR
      EMBEDDED IN THE DEVELOPED MATERIALS. [**] DOCUMENTATION SHALL BE [**] THE
      AMDOCS SOFTWARE PACKAGE. AMDOCS WILL PROVIDE COMPILATION INSTRUCTIONS TO
      SBC FOR THE AMDOCS SOFTWARE PACKAGE AND DEVELOPED MATERIALS, INCLUDING
      DETAILED INSTRUCTIONS ON CREATION OF EXECUTABLES, OBJECTS AND LINKING OF
      SOFTWARE INCLUDED IN SUCH AMDOCS SOFTWARE PACKAGE AND THE DEVELOPED
      MATERIALS.[**]CONFIDENTIALITY. PRIOR TO AUTHORIZED END USERS EXERCISING
      THE LICENSE GRANTED IN SECTION 2.2 OF THIS

                      RESTRICTED - PROPRIETARY INFORMATION
   The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

                                       3
<PAGE>
                                                          Agreement No. 02026409
                                                                      Schedule X
                                                               License Agreement

      SCHEDULE, (I) SUCH NON-SBC EMPLOYEE AUTHORIZED END USERS SHALL BE BOUND BY
      WRITTEN NONDISCLOSURE AGREEMENTS WITH SBC NO LESS PROTECTIVE OF AMDOCS
      RIGHTS THAN AS PROVIDED UNDER SECTION 13.3 OF THE AGREEMENT AND (II)
      AUTHORIZED END USERS THAT ARE DIRECT AMDOCS COMPETITORS SHALL ENTER INTO A
      NONDISCLOSURE AGREEMENT DIRECTLY WITH AMDOCS THAT IS MORE PROTECTIVE OF
      AMDOCS THAN THE NONDISCLOSURE AGREEMENT GENERALLY APPLICABLE TO OTHER
      RECIPIENTS OF AMDOCS' PROPRIETARY INFORMATION, AS PROVIDED UNDER SECTION
      13.3(B)(II) OF THE AGREEMENT. ADDITIONALLY, ANY SBC CONTRACTOR'S EXERCISE
      OF THE LICENSE GRANTED IN SECTION 2.4 OF THIS SCHEDULE IS SUBJECT TO THE
      PROVISIONS OF SECTION 13.3(B)(II) OF THE AGREEMENT. [**]DELIVERY, TITLE,
      RISK OF LOSS.

      3.1   DELIVERY. Amdocs shall deliver the Amdocs Software Package and the
            Documentation to SBC as part of the Amdocs Software Package and
            Documentation, respectively, under and in accordance with the
            provisions of the Agreement. In the event other Software or Material
            shall be provided to Eligible Recipients pursuant to an Order,
            Amdocs shall deliver such Software or Material in accordance with
            the terms of the respective Order. In all such cases, Amdocs shall
            provide such Software and Materials via electronic media, together
            with any and all passwords necessary to enable SBC and/or its
            Contractors to install, operate and support the Amdocs Software
            Package and Documentation and to otherwise use fully and completely
            all features and functions of the Amdocs Software Package and
            Documentation.

      3.2   TITLE TO MEDIA. Title to the physical media for the Amdocs Software
            Package and Documentation shall vest in SBC. Amdocs will provide
            another copy of the Amdocs Software Package or Documentation if the
            Amdocs Software Package or Documentation is lost or damaged while in
            transit to SBC, or SBC loses or damages the Amdocs Software Package
            or Documentation.

4.    MAINTENANCE AND ONGOING SUPPORT SERVICES.

      4.1   MAINTENANCE SERVICES.

            (A)   DURING AGREEMENT TERM. During the term of the Agreement,
                  maintenance services for the Amdocs Software Package will be
                  provided under the Agreement.

            (B)   FOLLOWING AGREEMENT TERM. Following the expiration or
                  termination of the Agreement and for a period of not less than
                  [**] (and for any period

                      RESTRICTED - PROPRIETARY INFORMATION
   The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

                                       4
<PAGE>
                                                          Agreement No. 02026409
                                                                      Schedule X
                                                               License Agreement

                  thereafter as long as Amdocs continues to provide generally
                  maintenance services with respect to the Generic Amdocs
                  Software Package and any successor software), Amdocs will
                  offer to SBC the Maintenance Services in successive twelve
                  (12) month periods (each a "MAINTENANCE TERM"), pursuant to
                  Orders issued by SBC, and payment of the Maintenance Fees, and
                  in accordance with the following:

                  (I)   DESCRIPTION. Amdocs will provide to SBC and the Eligible
                        Recipients Improvements with respect to the Generic
                        Amdocs Software Package and the help desk and support
                        services described on ANNEX A of this Schedule (the
                        "MAINTENANCE SERVICES"). Maintenance Services include
                        Improvements that enhance the efficiency and
                        effectiveness of the function(s) described in the
                        Specifications for the Generic Amdocs Software Package,
                        correct errors in the Generic Amdocs Software Package,
                        change the basic program functions of the Generic Amdocs
                        Software Package or add new ones, all of which shall be
                        furnished to Eligible Recipients on electronic media in
                        a form suitable for incorporation into the Eligible
                        Recipient's Amdocs Software Package (subject to
                        appropriate customizations to account for differences
                        between the Eligible Recipients' Amdocs Software Package
                        and the Generic Amdocs Software Package). Amdocs will
                        provide SBC with instructions on the integration of the
                        Improvements to the Developed Materials, the Generic
                        Amdocs Software Package, and other customizations
                        provided by Amdocs.

                  (II)  At the time of the election of its option to purchase
                        Maintenance Services, SBC may also at its option
                        purchase Maintenance Services with respect to the
                        Developed Materials (including all Enhancements,
                        Upgrades and customizations to the Generic Amdocs
                        Software Package created specifically for SBC by or for
                        Amdocs in connection with the Services provided by
                        Amdocs under the Agreement) (the "CUSTOMIZATION
                        MAINTENANCE SERVICES"). Amdocs shall identify the
                        Developed Materials that are not part of the Generic
                        Amdocs Software Package (and thus subject to
                        Customization Maintenance Services) in [**] prepared
                        pursuant to Section 5.1.3.1 of SCHEDULE E, PART 3 or the
                        DFS. For the purposes of this SCHEDULE X, Software not
                        identified as Developed Materials in [**] shall be
                        deemed subject to the terms and conditions applicable to
                        Maintenance Services for the Generic Amdocs Software
                        Package (regardless of whether such Software

                      RESTRICTED - PROPRIETARY INFORMATION
   The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

                                       5
<PAGE>
                                                          Agreement No. 02026409
                                                                      Schedule X
                                                               License Agreement

                        may otherwise qualify as Developed Materials under the
                        Agreement). The Customization Maintenance Services shall
                        also include Amdocs' provision of updates, enhancements
                        and modifications to the Developed Materials so that the
                        Developed Materials included in or associated with the
                        Amdocs Software Package are compatible and work in
                        conformity with the Improvements provided by Amdocs in
                        connection with the Maintenance Services. References to
                        "Maintenance Services" shall include the Customization
                        Maintenance Services, and references to the "Generic
                        Amdocs Software Package" shall include the Developed
                        Materials, as the context requires, if SBC has elected
                        to purchase the Customization Maintenance Services.
                        Customization Maintenance Services cannot be ordered
                        without also ordering Maintenance Services.

                  (III) ERROR CORRECTION PROCEDURES. Subject to, and except as
                        provided in ANNEX A, the procedure for error correction
                        shall be as follows: upon the discovery of any error
                        condition; SBC will endeavor to determine the source of
                        such error condition, whether it is in the platform, in
                        one of the modules of the Amdocs Software Package, an
                        operational error, or some other source; in the event
                        that the Generic Amdocs Software Package (or any
                        component thereof) is the source or cause for or of such
                        error condition, SBC will promptly notify Amdocs of said
                        error and provide Amdocs, in reasonable detail, with all
                        the information that it has discovered with respect to
                        such error, in order to assist Amdocs to correct such
                        error. Promptly upon receipt of such information, Amdocs
                        will identify the cause for and correct the error and
                        will provide the corrective solution to SBC. SBC will
                        implement the correction based on the specific and
                        detailed instructions of Amdocs. If an error condition
                        which was reported to Amdocs is not an error caused by
                        Amdocs or an error or defect in the Generic Amdocs
                        Software Package, Amdocs will have the right to charge
                        SBC for the time spent in handling, diagnosing and
                        correcting the matter, at the time and materials rates
                        set out in SCHEDULE J of the Agreement.

                  (IV)  RIGHT TO DISCONTINUE MAINTENANCE SERVICES. Upon sixty
                        (60) days' written notice to Amdocs prior to the end of
                        a Maintenance Term, SBC shall be entitled to terminate
                        its receipt of Maintenance Services (and/or the
                        Customization Maintenance Services)



                      RESTRICTED - PROPRIETARY INFORMATION
   The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

                                       6
<PAGE>
                                                          Agreement No. 02026409
                                                                      Schedule X
                                                               License Agreement

                        effective upon the end of the then-current Maintenance
                        Term [**] for Maintenance Services (and/or the
                        Customization Maintenance Services), if any, [**]. In
                        any such event, SBC's discontinuance of the Maintenance
                        Services (and/or the Customization Maintenance Services)
                        shall not affect (i) the provision of other services by
                        Amdocs ordered by SBC, if any, or (ii) any other right
                        or license granted hereunder.

                  (V)   RIGHT TO REINSTATE MAINTENANCE SERVICES. Following its
                        discontinuance or not ordering of Maintenance Services
                        (and/or the Customization Maintenance Services), SBC may
                        reinstate Amdocs' provision of Maintenance Services
                        (and/or the Customization Maintenance Services) upon
                        written notice to Amdocs (the "REINSTATEMENT NOTICE")
                        and (A) [**] if SBC provides such Reinstatement Notice
                        to Amdocs within [**] after the discontinuance or not
                        ordering of Maintenance Services (and/or the
                        Customization Maintenance Services), provided that this
                        [**] (with respect to each of the Maintenance Services
                        and the Customization Maintenance Services) under this
                        SCHEDULE X; or (B) if later than such [**] period, then
                        upon payment of a reinstatement fee equal to [**]
                        percent ([**]%) of the aggregate amount [**] as
                        Maintenance Fees for Maintenance Services (and/or the
                        Customization Maintenance Services) during such period
                        of discontinuance or not ordering of such Maintenance
                        Services (and/or the Customization Maintenance
                        Services). Subject to the payment of the foregoing
                        reinstatement fee (if applicable), SBC shall not be
                        obligated to pay any Maintenance Fees for any period
                        during which SBC has discontinued Maintenance Services
                        in accordance with Section 4.1(b)(iv). When Maintenance
                        Services are resumed, Amdocs will provide SBC [**] for
                        the Generic Amdocs Software Package.

                  (VI)  COOPERATION. Subject to SECTION 4.1(B)(VII) below, SBC
                        may provide itself or obtain from Contractors first
                        level help desk support and maintenance related to the
                        Amdocs Software Package, and Amdocs shall, as part of
                        the Maintenance Services, reasonably cooperate with SBC
                        and/or any such Contractor, including by providing, as
                        part of Ongoing Support Services, reasonable telephone
                        consultation and technical support directly to SBC
                        and/or such Contractor(s), and will coordinate with SBC
                        and/or any such Contractors to help resolve differences
                        and conflicts

                      RESTRICTED - PROPRIETARY INFORMATION
   The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

                                       7
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                                                          Agreement No. 02026409
                                                                      Schedule X
                                                               License Agreement

                        arising between the Maintenance Services and such first
                        level help desk and maintenance activities. In the event
                        that, despite the foregoing efforts of Amdocs, Amdocs'
                        performance of the Maintenance Services is adversely
                        impacted by such provision of support, if and to the
                        extent Amdocs' performance is so adversely affected,
                        Amdocs' failure to perform the Maintenance Services
                        shall be excused, subject to (i) Amdocs' providing SBC
                        reasonable notice in writing of any such non-performance
                        or anticipated inability to perform, and (ii) Amdocs'
                        continuing to use commercially reasonable efforts to
                        perform.

                  (VII) Maintenance Services (including [**] services) shall not
                        apply if there has been any alteration, modification or
                        adjustment to the Amdocs Software Package by any entity
                        other than Amdocs, except and only to the extent that
                        such alteration, modification or adjustment was made
                        pursuant to, and under, Amdocs' supervision, direction
                        or control. Notwithstanding the foregoing, Amdocs shall
                        continue to provide help desk support as described in
                        ANNEX A, as Ongoing Support Services.

      4.2   ONGOING SUPPORT SERVICES

            (A)   DURING AGREEMENT TERM. The Amdocs Software Package will be
                  delivered and customized by Amdocs, and the Developed
                  Materials implemented, for SBC under and in accordance with
                  the terms of the Agreement. Following Acceptance by SBC of the
                  Amdocs Software Package under the Agreement and continuing
                  through the term of the Agreement, the Amdocs Software Package
                  will be supported by Amdocs pursuant to and in accordance with
                  the provisions of the Agreement.

            (B)   FOLLOWING AGREEMENT TERM. Following the expiration or
                  termination of the Agreement and for a period of not less than
                  [**] years thereafter, Amdocs will offer to SBC support
                  services, which may include, subject to the terms of an
                  applicable Order, development of new Enhancements for the
                  Amdocs Software Package and other related support services
                  ordered by SBC (the "ONGOING SUPPORT SERVICES").

      4.3   SERVICE PERFORMANCE AND SERVICE LEVELS. Amdocs shall perform the
            Maintenance Services and Ongoing Support Services at levels of
            accuracy, quality, completeness, timeliness, responsiveness and
            productivity that meet high standards and at least the generally
            accepted practices of the media publishing software and software
            services industries. Without limiting the generality of the

                      RESTRICTED - PROPRIETARY INFORMATION
   The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

                                       8
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                                                          Agreement No. 02026409
                                                                      Schedule X
                                                               License Agreement

            foregoing, Amdocs shall perform the Maintenance Services so as to
            meet or exceed applicable Service Levels set forth in ANNEX A or the
            applicable Order, as the case may be.

      4.4   ACCEPTANCE TESTING

            (A)   DURING AGREEMENT TERM. During the term of the Agreement, the
                  provisions of the Agreement shall govern all issues of
                  Acceptance respecting the Amdocs Software Package.

            (B)   FOLLOWING AGREEMENT TERM. Following the expiration or
                  termination of the Agreement, unless otherwise agreed by the
                  Parties (including in an applicable Order), the provisions of
                  the Policy and Procedures Manual and the provisions of the
                  Agreement with respect to Acceptance shall govern acceptance
                  testing and Acceptance of any Software or other deliverable
                  provided pursuant to the Ongoing Support Services.

      4.5   SBC MASTER AGREEMENT MAINTENANCE TERMS. [**] Amdocs Software Package
            maintenance and support terms applicable to Amdocs Software licensed
            by SBC [**] between SBC and Amdocs then in effect.

5.    OWNERSHIP OF MATERIALS.

      Ownership rights in the Enhancements, Amdocs Software Package and
      Documentation shall be as set forth in SECTION 14 of the Agreement.

6.    CHARGES; INVOICING.

      6.1   CHARGES. The fees, prices and other charges to be paid by SBC for
            license of the Amdocs Software Package, Maintenance Services and
            Ongoing Support Services shall be as follows:

            (A)   SUBSEQUENT LICENSE FEES. All license fees payable for the
                  license granted under ARTICLE 2 through the date of
                  termination or expiration of the Agreement are included within
                  the Charges under and paid pursuant to the Agreement. During
                  the term of the Agreement, and after expiration or termination
                  of the Agreement, SBC shall [**], except as provided in this
                  SECTION 6.1(A). If at any time SBC adds a Potential Eligible
                  Recipient as a new Eligible Recipient pursuant to the
                  provisions of SECTION 9.6 of the Agreement, and subject to the
                  provisions of this SECTION 6.1(A), then SBC agrees to pay
                  Amdocs a one-time additional license fee equal to $[**] per
                  each new Customer (the "SUBSEQUENT LICENSE FEE"). The
                  Subsequent

                      RESTRICTED - PROPRIETARY INFORMATION
   The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

                                       9
<PAGE>
                                                          Agreement No. 02026409
                                                                      Schedule X
                                                               License Agreement

                  License Fee shall be (i) based on the [**] the Amdocs System
                  as a result of the new Eligible Recipient; (ii) calculated as
                  of the effective date that the Potential Eligible Recipient
                  first becomes a new Eligible Recipient (the "NEW ELIGIBLE
                  RECIPIENT EFFECTIVE DATE"); and (iii) paid by SBC to Amdocs as
                  a one-time amount within [**] days after the New Eligible
                  Recipient Effective Date. Thereafter, SBC shall [**] with
                  respect to such new Eligible Recipient. A "CUSTOMER" means a
                  customer of a new Eligible Recipient that [**]. For purposes
                  of calculating the Subsequent License Fee, there shall be [**]
                  a license or other right to use the Generic Amdocs Software
                  Package. In addition, [**] payable with respect to the [**]
                  Potential Eligible Recipients added pursuant to SECTION 9.6(K)
                  of the Agreement.

            (B)   DURING AGREEMENT TERM. During the term of the Agreement, all
                  Charges for maintenance services and ongoing support services
                  shall be included within the Charges under and paid pursuant
                  to the Agreement.

      6.2   FOLLOWING AGREEMENT. Following the expiration or termination of the
            Agreement, the annual charge for the (A) Maintenance Services will
            be $[**], plus [**] percent ([**]%) of any [**] due under this
            Schedule, commencing and calculated at the beginning of the first
            year of the Maintenance Term; and (B) the Customization Maintenance
            Services will be, at SBC's option, (1) $[**], commencing and
            calculated at the beginning of the first year of the Maintenance
            Term, plus [**] percent ([**]%) of the [**] under this Schedule X
            after the expiration or termination of the Agreement pursuant to an
            Order; or, (2) [**] of the Agreement; [**] (the "MAINTENANCE
            FEE(S)"). Maintenance Services are invoiced on a semi-annual basis
            in advance. The charges for Ongoing Support Services shall be on a
            time and materials basis at the rates set forth in SCHEDULE J of the
            Agreement, [**]INVOICING; PAYMENT. Invoicing and payment shall be in
            accordance with SECTION 12 of the Agreement.

      6.3   [**]. All [**] beginning at the end of the first year of the
            Maintenance Term; provided, however, that such [**] under the terms
            of the master agreement between the Parties.

7.    [**]. [**], AS OF THE COMMENCEMENT OF EACH MAINTENANCE TERM AFTER THE
      EXPIRATION OF THE TERM OF THE AGREEMENT, THAT [**] THIS SCHEDULE X
      [**]TRAINING; USER GROUPS. Following the expiration or termination of the
      Agreement, unless otherwise agreed by the parties (including in an
      applicable Order), the following provisions shall apply:

                      RESTRICTED - PROPRIETARY INFORMATION
   The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

                                       10
<PAGE>
                                                          Agreement No. 02026409
                                                                      Schedule X
                                                               License Agreement

      7.1   OBLIGATION TO PROVIDE TRAINING. Amdocs shall make available to the
            Eligible Recipients full and complete instruction on the
            installation, integration, implementation and use of the Amdocs
            Software Package. All training shall be offered in accordance with
            Amdocs' standard terms and conditions.

      7.2   PRIOR TRAINING OR COMPETENCIES. SBC acknowledges that certain
            training courses may require that trainees have previous training or
            specific competencies. Amdocs shall inform SBC of any such
            requirements in writing prior to SBC's registration for applicable
            training.

      7.3   TRAINING MATERIALS. All training provided by Amdocs shall include
            written course Materials that may be kept, reproduced and
            distributed for internal use by the Eligible Recipients, provided
            that any reproductions of such Materials shall include any copyright
            or similar proprietary notices placed on the Materials. The Eligible
            Recipients shall have the right to videotape such training and make
            unlimited copies of training Materials for internal use at no
            additional charge.

      7.4   CANCELLATION. An Eligible Recipient may cancel a training course
            scheduled by Amdocs at any time upon thirty (30) days prior written
            notice to Amdocs, provided that the Eligible Recipient shall
            reimburse Amdocs for reasonable expenses that are not otherwise
            recoverable by Amdocs incurred by Amdocs in preparation for the
            course.

      7.5   TRAIN-THE-TRAINER RIGHTS. There shall be no restriction on the
            permissibility of an Eligible Recipient having an individual trained
            in the operation of the Amdocs Software Package to train other
            Eligible Recipient personnel.

      7.6   USER GROUPS. SBC shall be entitled to participate in all applicable
            Amdocs user groups and, at SBC's request, Amdocs shall recommend and
            promote SBC for inclusion on the steering committee or other
            governing body of each such user group.

8.    TERMINATION.

      The term and termination provisions of the Agreement shall apply to
      maintenance services provided during the term of the Agreement. Following
      the expiration or termination of the Agreement, the termination provisions
      of SECTION 20 of the Agreement shall apply. In the event of termination of
      the Agreement due to the material breach of Amdocs thereunder, and as
      permitted thereunder, SBC elects not to terminate the license of the
      Amdocs Software Package, SBC may require Amdocs to provide the Maintenance
      Services on the terms set forth under this Schedule.

                      RESTRICTED - PROPRIETARY INFORMATION
   The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

                                       11
<PAGE>
                                                          Agreement No. 02026409
                                                                      Schedule X
                                                               License Agreement

9.    BANKRUPTCY.

      All rights and licenses granted under or pursuant to this Schedule by
      Amdocs are, and shall otherwise be deemed to be, for purposes of Section
      365(n) of the United States Bankruptcy Code, or any replacement or
      successor provision therefor (the "CODE"), licenses to rights to
      "intellectual property" as defined in the Code. The Parties agree that
      SBC, as licensee of such rights under this Schedule, shall retain and may
      fully exercise all of its rights and elections under the Code. The parties
      further agree that, in the event of the commencement of bankruptcy
      proceedings by or against Amdocs under the Code and subject to SBC's
      compliance with the requirements of Section 365(n) of the Code, (i) SBC
      shall be entitled to retain all of its rights under this Schedule, and
      (ii) Amdocs shall, upon request, provide to SBC any embodiments to such
      intellectual property in Amdocs' possession or control. In addition to the
      foregoing, Amdocs agrees that in the event of commencement of bankruptcy
      proceedings by or against SBC, subject to SBC's continued performance of
      its payment obligations to Amdocs under this Schedule related to such
      licenses, SBC, or its trustee in bankruptcy, shall be entitled to assume
      the licenses granted under or pursuant to this Schedule by Amdocs to SBC
      and shall be entitled to retain all of its rights thereunder (and shall be
      entitled to assume this Schedule and all of SBC's rights hereunder).

10.   NEW PRODUCTS.

      As part of the Maintenance Services, if Amdocs develops a replacement or
      alternative product (the "NEW PRODUCT") for any module of the Generic
      Amdocs Software Package (the "REPLACED PRODUCT"), SBC shall have the
      option to license the New Product under the terms and conditions of this
      Schedule, provided that if the New Product is one for which Amdocs
      requires its customers generally to pay an additional fee, Amdocs may
      charge SBC therefor.

11.   REPLACEMENT SOFTWARE.

      In the event that the Amdocs Software Package is damaged or destroyed,
      Amdocs shall provide an additional copy of the Amdocs Software Package for
      the cost of replacement media plus reasonable administrative and postage
      charges.

12.   LIMITATION OF LIABILITY.

      During the term of the Agreement, any claims for damages by either Party
      relating to the Amdocs Software Package or any licenses or services
      provided by Amdocs with respect thereto will be considered damages arising
      under the Agreement and shall be governed by and subject to the provisions
      of the Agreement, and neither Party shall bring any such

                      RESTRICTED - PROPRIETARY INFORMATION
   The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

                                       12
<PAGE>
                                                          Agreement No. 02026409
                                                                      Schedule X
                                                               License Agreement

      claims under this Schedule. After the expiration or termination of the
      Agreement, the provisions of SECTION 18.3 of the Agreement will apply to
      liability under this Schedule except that under this Schedule the per
      occurrence liability shall be the equivalent of [**] and the total
      aggregate liability shall be the equivalent of [**] under this Schedule.

13.   WARRANTY

      The representations and warranties contained in SECTION 15.4(C) of the
      Agreement shall remain in effect until the later of: (a) the expiration of
      the [**]. For the avoidance of doubt, the [**] shall apply to all
      Enhancements, Upgrades and customizations to the Amdocs Software Package
      created by or for Amdocs in connection with the Services provided by
      Amdocs under the Agreement. Amdocs' shall correct errors in the Amdocs
      Software Package reported by SBC to Amdocs during the [**] period in
      accordance with Annex A at no charge. Amdocs shall not be in breach of the
      warranty in this SECTION 13 to the extent Amdocs corrects such
      non-Compliance within the parameters of Annex A.

      If SBC has Accepted the Amdocs Software Package and has not terminated the
      license to the Generic Amdocs Software Package then, as of the date of the
      expiration or termination of the Agreement, Amdocs also represents and
      warrants that the Amdocs Software Package is compatible with, and is up to
      date and incorporates, all Improvements that have been made available with
      respect to the Amdocs Software Package.

                      RESTRICTED - PROPRIETARY INFORMATION
   The information contained herein is for use by authorized employees of SBC,
      Amdocs, and their Affiliated Companies, only, and is not for general
      distribution within those companies or for distribution outside those
                     companies except by written agreement.

                                       13