Exhibit 10.15

                                                   Master Agreement No. 00017432
                                                                    Page 1 of 64



                          Master Agreement No. 00017432

                                     Between

                               ION Networks, Inc.

                                       and

                               SBC Services, Inc.

                                       For

                             Materials and Services




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                             PROPRIETARY INFORMATION
                        Not for use or disclosure outside
                    SBC, ION, their affiliated and subsidiary
                companies, and their third party representatives
                        without prior written permission


<PAGE>
                                                   Master Agreement No. 00017432
                                                                    Page 2 of 64


<TABLE>
<CAPTION>

                                                  TABLE OF CONTENTS

<S>                                                                                                              <C>
   1.1   Preamble and Effective Date..............................................................................7
   1.2   Scope of Agreement.......................................................................................7
   1.3   Term of Agreement........................................................................................7
   1.4   Cancellation and Termination.............................................................................7
   1.5   Cumulative Remedies......................................................................................9
ARTICLE II - Definitions..........................................................................................9
   2.1   "Acceptance" means SBC's acceptance of the Materials or Services ordered by SBC and provided by ION as
         specified in Section 8.6, "Delivery, Performance, and Acceptance.".......................................9
   2.2   "Acceptance Date" means the date on which SBC Accepts Materials or Services..............................9
   2.3   "Acceptance Letter" means a document signed by SBC, substantially in the form of Appendix F, indicating
         its Acceptance of the Materials and/or Services..........................................................9
   2.5   "Affiliate" means (1) a company, whether incorporated or not, which owns, directly or indirectly, a
         majority interest in either Party (a "Parent Company"), and/or (2) a company, whether incorporated or
         not, in which a 5% or greater interest is owned, either directly or indirectly, by: (i) either Party or
         (ii) a Parent Company....................................................................................9
   2.6   "Agreement" shall have the meaning specified in the section called "Entire Agreement."..................10
   2.7   "Cancellation" means the occurrence by which either Party puts an end to this Agreement or any Work
         Order(s) prepared pursuant to the provisions of Section 1.4(B) of this Agreement due to the breach of
         this Agreement and/or a Work Order......................................................................10
   2.12  "Harmful Code" means computer viruses, worms, trap doors, time bombs, undocumented passwords,
         disabling code (which renders Materials unusable until a patch or new password is provided), or any
         similar mechanism or device.............................................................................10
   2.13  "Information" means all ideas, discoveries, concepts, know-how, trade secrets, techniques, materials,
         creative content, tools, inventions, specifications, methodologies, discoveries, works of authorship,
         methods of operation, systems, processes, designs, drawings, sketches, models, manuals, samples, tools,
         computer programs, technical information, and other confidential business, customer or personnel
         information or data, whether provided by a Party orally, in writing, or through electronic or other
         means...................................................................................................10
   2.21  "Software" means the computer programs that are listed in the applicable Order or provided by ION
         under or in connection with this Agreement or an applicable Order.  Software also includes all associated
         Program Materials.......................................................................................12
   2.22  "Specs" or Specifications" mean the specifications for and descriptions of Materials, including any
         warranty statements,  which are identified in Appendix C hereto.  Any request from SBC for changes to
         the Specifications, including any additional requirements or specifications, shall be deemed a request
         for.....................................................................................................12
   2.22  "Customized Specs".  All requests for Customized Specs shall be clearly identified as such on the
         applicable Order and must be separately approved of by ION.  The Customized Specs that have been
         accepted by ION shall control over an inconsistency with the Specifications set forth in Appendix C.....12

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                             PROPRIETARY INFORMATION
                        Not for use or disclosure outside
                    SBC, ION, their affiliated and subsidiary
                companies, and their third party representatives
                        without prior written permission
<PAGE>
                                                   Master Agreement No. 00017432
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   2.23  Termination" means the occurrence by which either Party, pursuant to Section 1.4(A), puts an end to
         this Agreement and/or Orders placed under this Agreement................................................12
   2.24  "Trial Period" or "Acceptance Test Period" means the length of time specified in an Order (or, if
         not so specified, a period of no more than sixty (60) days) during which the Acceptance Tests are
         performed. The Trial Period commences on the first working day following Delivery and, if necessary,
         it shall be tolled for such time as ION requires to correct any problems with the Material and/or
         Service being tested.   The Trial Period shall recommence on the first working day following ION's
         written notice that it has completed all necessary corrective action to cause the Material and/or
         Service to pass the Acceptance Tests. The Acceptance Test Period shall not exceed a total ninety
         (90) calendar days as a result of ION's failure to correct problems with such delivered product.........12
ARTICLE III - General Clauses....................................................................................12
   3.1   Affiliate...............................................................................................12
   3.2   Governing Law...........................................................................................13
   3.4   Amendments and Waivers..................................................................................14
   3.5   Releases Void...........................................................................................14
   3.6   Force Majeure...........................................................................................14
   3.7   Non-Exclusive Market....................................................................................15
   3.8   Assignment..............................................................................................15
   3.9   Conflict of Interest....................................................................................15
   3.10     Severability.........................................................................................16
   3.11     Survival of Obligations..............................................................................16
   3.12     Construction and Interpretation......................................................................16
   3.13     Third Party Beneficiaries............................................................................17
ARTICLE IV - Compliance Clauses..................................................................................17
   4.1   Government Contract Provisions..........................................................................17
         Work Orders containing a notation that the Materials is intended for use under government contracts shall
         be subject to the then current government provisions referenced in or attached to such Work Orders......17
   4.2   Compliance with Laws....................................................................................17
   4.3   Changes Required to Meet Codes, Laws, and Regulations...................................................17
ARTICLE V - Liability Clauses....................................................................................18
   5.1   Confidentiality.........................................................................................18
   5.2   Infringement............................................................................................19
   5.3    Indemnity..............................................................................................20
   5.4   Liquidated Damages......................................................................................21
   5.5   Insurance...............................................................................................21
   5.6   Hazardous Materials and Regulated Substances............................................................22
ARTICLE VI - Standards Clauses...................................................................................25
   6.1   Engineering Complaints..................................................................................25
   6.2   Radio Frequency Energy Standards........................................................................25
   6.3   OSMINE..................................................................................................26
ARTICLE VII - Ordering Clauses...................................................................................26
   7.1   Orders..................................................................................................26

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                             PROPRIETARY INFORMATION
                        Not for use or disclosure outside
                    SBC, ION, their affiliated and subsidiary
                companies, and their third party representatives
                        without prior written permission
<PAGE>
                                                   Master Agreement No. 00017432
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   7.2   Product Change Notices..................................................................................27
   7.3   Shipping and Packing....................................................................................28
   7.4   Title and Risk..........................................................................................29
   7.5   Price...................................................................................................29
   7.6   Taxes...................................................................................................29
   7.7   Invoicing and Payment...................................................................................30
   A.    Except as otherwise specified in an Order, ION shall render an invoice in duplicate promptly upon the
         shipment of Materials or the performance of Services identified in the applicable Work Order.  The
         invoice shall specify in detail (1) quantities of each ordered item, (2) unit prices of each ordered
         item, (3) item and commodity codes, (4) total amounts for each item, (5) the Services provided, (6)
         any extra charges associated with changes made pursuant to a Change Order,..............................30
   A.    (7) applicable sales or use taxes, (8) discounts, (9) shipping charges, (10) total amount due, and (11)
         software right-to-use fees as either "application" or "operational".  SBC shall pay ION in accordance
         with the amounts stated on an invoice within forty-five (45) days of the date of receipt of the invoice.
         Payment for shortages, or Materials or Services not conforming to the Specifications, and portions of any
         invoice in dispute, may be withheld by SBC until such problem has been resolved, but in
         no event shall SBC be entitled to withhold an amount greater than the amount actually in dispute.
         If SBC disputes any invoice rendered or amount paid, it shall notify ION of the dispute in writing and
         shall provide a detailed explanation of SBC's allegations. The Parties shall use their best efforts to
         resolve such dispute expeditiously. Invoices received by SBC more than one (1) year after the provision
         of Materials or performance of Services are untimely and SBC shall have no obligation to pay such
         invoices................................................................................................31
         Invoices for or including freight charges shall be accompanied by legible copies of prepaid freight
         bills, express receipts, or bills of lading supporting the invoice amounts. Such invoices shall include
         (1) carrier's name, (2) date of shipment, (3) number of pieces, (4) weight, and (5) freight
         classification..........................................................................................31
   B.    If an Order or an Appendix specifies that ION may submit invoices for progress payments prior to Acceptance,
         ION is permitted to submit invoices at the end of each month and SBC will make progress payments to ION at
         thirty (30) day intervals.  Such progress payments shall not exceed ninety percent (90%) of satisfactorily
         completed work at the time of billing, as determined by SBC.  ION agrees to use such progress payments for
         expenses incurred for Services or Materials used in performance of the Work Order for SBC...............31
   C.    ION agrees to accept standard, commercial methods of payment and evidence of payment obligation including,
         but not limited to credit card payments, checks and electronic fund transfers, in connection with payment
         for the Materials and the Services.,....................................................................31
   7.8   Records and Audits......................................................................................31
ARTICLE VIII - Performance Clauses...............................................................................32
   8.1   Project Administration..................................................................................32
   8.2   M/WBE...................................................................................................32
         SBC has granted to ION a total waiver of any and all M/WBE and DVBE requirements that may be applicable
         to ION as a result of its relationship with SBC under the terms of this Agreement.......................32
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                             PROPRIETARY INFORMATION
                        Not for use or disclosure outside
                    SBC, ION, their affiliated and subsidiary
                companies, and their third party representatives
                        without prior written permission
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   8.3   Access..................................................................................................32
     A.  When appropriate, ION shall have reasonable access to SBC's premises during normal business hours and at
         such other times as may be agreed upon by the Parties in order to enable ION to perform its obligations
         under this Agreement. Such access may occur through ION's use of remote online access technology used to
         conduct remote diagnosis and problem resolution as well as by coordinating visits by ION personnel to SBC's
         premises. Remote online access will be coordinated by ION's Technical Assistance Center. ION shall
         coordinate access by ION personnel with SBC's designated representative prior to visiting such premises.
         ION insures SBC that only persons employed by ION or subcontracted by ION will be allowed to enter SBC's
         premises. If SBC requests ION or its Subcontractor to discontinue furnishing any person provided by ION or
         its Subcontractor from performing work on SBC's premises, ION shall immediately comply with such request.
         Such person shall leave SBC's premises promptly and ION shall not furnish such person again to perform work
         on SBC's premises without SBC's written consent........................................................32
B.       SBC may require ION or its representatives, including employees and subcontractors, to exhibit
         identification credentials, which SBC may issue in order to gain access to SBC's premises for the
         performance of Services. If, for any reason, any ION representative is no longer performing such Services,
         ION shall immediately inform SBC. Notification shall be followed by the prompt delivery to SBC of the
         identification credentials, if issued by SBC, or a written statement of the reasons why said identification
         credentials cannot be returned. ION shall insure that its representatives, including employees and
         subcontractors, while on or near SBC's premises, will perform work which (i) conforms to the
         Specifications, (ii) protects SBC's Materials, buildings, and structures, and (iii) does not interfere with
         SBC's business operations. Furthermore, ION shall insure that its representatives, including employees and
         subcontractors, while on or near SBC's premises will perform Services with care and due regard for the
         safety, convenience, and protection of SBC, its employees, and property and in full conformance with the
         policies specified in the SBC Code of Conduct, which prohibits the possession of a weapon or an implement
         which can be used as a weapon (a copy of the SBC Code of Conduct is available upon
         request)................................................................................................33
   8.4   Multi-Supplier Environment..............................................................................33
   8.5   Delivery, Performance, and Acceptance...................................................................33
   8.6   Subcontractors..........................................................................................34
   8.7   Quality Assurance.......................................................................................34
ARTICLE IX - Repair, Maintenance, and Support Clauses............................................................35
   9.2   Repair Invoices.........................................................................................37
   9.3   Continuing Availability.................................................................................38
   9.4   Disaster Recovery.......................................................................................38
ARTICLE X - Software Clauses.....................................................................................39
   10.1     Standard Software....................................................................................39
   10.2     Standard Software License Fee........................................................................39
   10.3     Third Party Software.................................................................................40
   10.4     Program Materials....................................................................................40
   10.5     Modifications........................................................................................40
   10.6     Delivery of Software.................................................................................40

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                             PROPRIETARY INFORMATION
                        Not for use or disclosure outside
                    SBC, ION, their affiliated and subsidiary
                companies, and their third party representatives
                        without prior written permission
<PAGE>
                                                   Master Agreement No. 00017432
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ARTICLE XI - Warranty Clauses....................................................................................41
   11.1     Warranty.............................................................................................41
   11.2     Repairs Not Covered Under Warranty...................................................................42
   After the expiration of the Warranty period, all repairs will be made on a time and materials basis.  The
   applicable price for time and materials repairs will be listed in the then-current issue of ION's price list,
   less a 40% discount...........................................................................................42
ARTICLE XII - OTHER Clauses......................................................................................45
   12.1     Licenses and Patents.................................................................................45
   12.2     Independent Contractor...............................................................................45
   12.3     Insignia.............................................................................................45
   12.4     Notices..............................................................................................46
   12.5     Publicity............................................................................................46
   12.6     Entire Agreement.....................................................................................47
</TABLE>

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                             PROPRIETARY INFORMATION
                        Not for use or disclosure outside
                    SBC, ION, their affiliated and subsidiary
                companies, and their third party representatives
                        without prior written permission
<PAGE>
                                                   Master Agreement No. 00017432
                                                                    Page 7 of 64

ARTICLE  I

1.1      PREAMBLE AND EFFECTIVE DATE

         This Agreement, effective on the date when signed by the last Party
         ("Effective Date"), is between ION Networks, Inc., a Delaware
         corporation, ("ION"), and SBC Services Inc., a Delaware corporation
         ("SBC"). SBC and ION may be referred to individually as a "Party" or
         jointly as the "Parties".

         This Agreement is for the purchase of ION's data communications
         Materials and/or Services for deployment in support of SBC's ASI-NET
         13-state Data Communications Network (DCN) project.

         NOW, THEREFORE, in consideration of the premises and the covenants
         hereinafter contained, the Parties hereto agree as follows:

1.2      SCOPE OF AGREEMENT

         Subject to the terms and conditions of this Agreement, ION shall
         provide to SBC the Materials and Services described in Appendix A,
         pursuant and in conformance with Orders submitted by SBC. The
         applicable prices for the Materials and Services are specified in
         Appendix B. ION agrees that the Materials and Services shall conform in
         all material respects to the Specifications set forth in Appendix C.
         The Parties agree to the roles, responsibilities, and procedures in the
         Work Orders, the form of which is attached hereto as Appendix D.

1.3      TERM OF AGREEMENT

         This Agreement is effective on the date the last Party signs and,
         unless terminated or canceled as provided in this Agreement, shall
         remain in effect for 1 year (the "Initial Term").

1.4      CANCELLATION AND TERMINATION

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                        Not for use or disclosure outside
                    SBC, ION, their affiliated and subsidiary
                companies, and their third party representatives
                        without prior written permission
<PAGE>
                                                   Master Agreement No. 00017432
                                                                    Page 8 of 64

         A.       Termination

                  Either ION or SBC may terminate this Agreement upon thirty
                  (30) days prior written notice to the other setting forth the
                  effective date of such termination; provided, however, that no
                  such termination shall be effective prior to the expiration of
                  the Initial Term of this Agreement. The Termination,
                  Cancellation or expiration of this Agreement shall not affect
                  the obligations of either Party to the other Party pursuant to
                  any Order previously executed hereunder, and the terms and
                  conditions of this Agreement shall continue to apply to such
                  Order as if this Agreement had not been terminated or
                  canceled, or had not expired.

                  SBC may terminate any Order in whole or in part, at any time,
                  upon ten (10) days written notice to ION, provided that SBC
                  agrees not to terminate any Order to the extent that it has
                  already been shipped by ION. In the event that SBC terminates
                  an Order upon which ION has commenced work, SBC shall pay ION
                  for all of the costs ION has incurred in connection with such
                  performance, less any savings realized through resale or
                  salvage. If requested, ION agrees to substantiate such costs
                  with proof satisfactory to SBC. In no event shall SBC's
                  liability exceed the full price of any Materials or Services
                  ordered hereunder. SBC shall have no liability for Materials
                  ordered pursuant to any Order that is terminated at least
                  thirty (30) days prior to the applicable Delivery Date;
                  provided, however, that SBC shall have no right to terminate
                  any Order, or any portion of any Order, for custom or
                  specially manufactured Materials. After the receipt of SBC's
                  payment for any Services, ION shall deliver the physical
                  embodiments, if any, of such Services.

         B.       Cancellation

                  If either Party fails to cure a material default under this
                  Agreement or the applicable Order within thirty (30) days
                  after receipt of written notice of such a default, then, in
                  addition to all other rights and remedies, the Party not in
                  default may cancel this Agreement and/or the Order under which
                  the default occurred. If, pursuant to its Cancellation of an
                  Order, SBC elects to return any Materials or reject any
                  Services, ION shall reimburse SBC for those amounts previously
                  paid by SBC for such Materials and/or Services, including any
                  costs incurred in connection with promptly returning such
                  Materials. Upon ION's receipt of any returned Materials and
                  SBC's receipt of any such reimbursement and refund, title to
                  any such Materials, which had previously passed to SBC, shall
                  revert to ION.

                  Partial Cancellation and Termination:

                  Where a provision of this Agreement permits SBC to terminate
                  or cancel an Order, such Termination or Cancellation may, at
                  SBC's option, be either complete or partial. In the case of a
                  partial Termination or Cancellation SBC may, at its

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                             PROPRIETARY INFORMATION
                        Not for use or disclosure outside
                    SBC, ION, their affiliated and subsidiary
                companies, and their third party representatives
                        without prior written permission
<PAGE>
                                                   Master Agreement No. 00017432
                                                                    Page 9 of 64

                  option, accept a portion of the Materials or Services covered
                  by an Order and pay ION for such Materials or Services at the
                  unit prices set forth in such Order.

1.5      CUMULATIVE REMEDIES

         Except when specifically identified as a Party's sole remedy, any
         rights of Cancellation, Termination, liquidated damages, or other
         remedies prescribed in this Agreement are cumulative and are not
         exclusive of any other remedies to which the injured Party may be
         entitled. Neither Party shall retain the benefit of inconsistent
         remedies.

ARTICLE II - DEFINITIONS

         For definitions with no "Explanation," please see the explanation
         provided under the section of the Agreement discussing such term. For
         instance,. for an explanation of the term "Initial Term," see the
         section entitled "Term of Agreement".

         2.1      "Acceptance" means SBC's acceptance of the Materials or
                  Services ordered by SBC and provided by ION as specified in
                  Section 8.6, "Delivery, Performance, and Acceptance."

         2.2      "Acceptance   Date"  means  the  date  on  which  SBC  Accepts
                  Materials or Services.

         2.3      "Acceptance   Letter"   means  a   document   signed  by  SBC,
                  substantially  in the  form  of  Appendix  F,  indicating  its
                  Acceptance of the Materials and/or Services.

         2.4      "Acceptance Tests" means the performance and reliability
                  demonstrations and tests that must be successfully performed
                  on the Materials during the Acceptance Test Period. These
                  tests may include: (1) sample performances of SBC's routine
                  business transactions, (2) tests, demonstrations, or
                  transactions represented or performed by ION, and (3) any
                  other tests, demonstrations, or transactions included or
                  referenced in the applicable Work Order to determine whether
                  the Materials meet the Specifications.

         2.5      "Affiliate" means (1) a company, whether incorporated or not,
                  which owns, directly or indirectly, a majority interest in
                  either Party (a "Parent Company"), and/or (2) a company,
                  whether incorporated or not, in which a 5% or greater

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                             PROPRIETARY INFORMATION
                        Not for use or disclosure outside
                    SBC, ION, their affiliated and subsidiary
                companies, and their third party representatives
                        without prior written permission
<PAGE>
                                                   Master Agreement No. 00017432
                                                                   Page 10 of 64

                  interest is owned, either directly or indirectly, by: (i)
                  either Party or (ii) a Parent Company.

         2.6      "Agreement" shall have the meaning specified in the section
                  called "Entire Agreement."

         2.7      "Cancellation" means the occurrence by which either Party puts
                  an end to this Agreement or any Work Order(s) prepared
                  pursuant to the provisions of Section 1.4(B) of this Agreement
                  due to the breach of this Agreement and/or a Work Order.

         2.8      "Delivery" means ION's delivery to SBC of Materials and/or
                  ION's performance of Services identified on the applicable
                  Work Order. ION completes Delivery: (i) upon SBC's possession
                  of the Materials if ION is not required to provide additional
                  Services in connection with the Materials, such as
                  installation, (ii) upon completion of any additional Services,
                  if ION is required to provide such Services in connection with
                  providing the Materials, or (iii) upon completing the
                  provision of the Services described in the Work Order.
                  Notwithstanding the above, SBC shall have no obligation to
                  accept any Materials or Services that do not conform in all
                  material respects with the Specifications, as has been
                  determined by the successful completion of the Acceptance
                  Tests.

         2.9      "Delivery Date" means the date, identified in the applicable
                  Order, on which the Parties agree ION is scheduled to complete
                  its Delivery.

         2.10     "Documentation" or "Program Materials" means all materials in
                  machine readable or printed form that explain for SBC or
                  assist it with the use of the Materials, including, but not
                  limited to, user and system instructions and manuals, training
                  materials and ION's and/or a subcontractor's written
                  Specifications.

         2.11     "Hardware" means all ION provided tangible products and
                  equipment.

         2.12     "Harmful Code" means computer viruses, worms, trap doors, time
                  bombs, undocumented passwords, disabling code (which renders
                  Materials unusable until a patch or new password is provided),
                  or any similar mechanism or device.

         2.13     "Information" means all ideas, discoveries, concepts,
                  know-how, trade secrets, techniques, materials, creative
                  content, tools, inventions, specifications, methodologies,
                  discoveries, works of authorship, methods of operation,
                  systems, processes, designs, drawings, sketches, models,
                  manuals, samples, tools, computer programs, technical
                  information, and other confidential business, customer or
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                             PROPRIETARY INFORMATION
                        Not for use or disclosure outside
                    SBC, ION, their affiliated and subsidiary
                companies, and their third party representatives
                        without prior written permission
<PAGE>
                                                   Master Agreement No. 00017432
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                  personnel information or data, whether provided by a Party
                  orally, in writing, or through electronic or other means.

         2.14     "Laws" shall have the meaning specified in the section called
                  "Compliance with Laws."

         2.15     "Liability" means all losses, damages, expenses, costs,
                  penalties, fines, fees, including reasonable attorneys' fees,
                  whether or not arising from or incurred in connection with a
                  third Party claim or cause of action related to performance or
                  omission of acts under this Agreement or any Order.

         2.16     "Material(s)" means a unit of equipment, apparatus,
                  components, tools, supplies, material, Hardware, Software, or
                  firmware thereto purchased or licensed hereunder by SBC from
                  ION and includes third party Materials provided or furnished
                  by ION. Materials shall be deemed to include any replacements
                  for Materials that ION provides pursuant to Section 8.6
                  (Delivery, Performance and Acceptance) or Article XI (Warranty
                  Clauses).

         2.17     "Material Compliance" means, with respect to ION's performance
                  under this Agreement, that ION shall be responsible for
                  complying fully with the Specifications for all Materials and
                  Services set forth in this Agreement and any Work Order,
                  except that ION shall not be liable, nor shall SBC have a
                  claim against ION under any theory of law, in the event that
                  ION's noncompliance (a) does not negatively affect SBC's use
                  and enjoyment of Materials and/or Services or (b) results from
                  SBC's use of Materials in a manner (i) for which they were not
                  designed, or (ii) not identified by ION as an appropriate use.

         2.18     "Notice of Completion" means a written document provided by
                  ION and substantially in the form of Appendix E, which is
                  provided to SBC and states that the Materials ordered by SBC
                  are ready for testing. ION's provision of the Notice of
                  Completion is a representation and warranty that the Materials
                  and Services have been tested to assure compliance and are in
                  compliance with the Specifications.

         2.19     "Order" or "Work Order" means such purchase orders, forms,
                  memoranda or other written communications whose Delivery Date
                  shall be agreed to and confirmed by ION via electronic
                  messaging, as may be delivered to ION for the purpose of
                  ordering Materials and Services hereunder. Each Work Order
                  shall be substantially in the form of Appendix D hereto.

         2.20     "Service(s)" means any and all labor or service provided in
                  connection with this Agreement or an applicable Order,
                  including but not limited to, consultation, engineering,
                  installation, removal, maintenance, training, technical
                  support, repair, programming, and Software maintenance.
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                             PROPRIETARY INFORMATION
                        Not for use or disclosure outside
                    SBC, ION, their affiliated and subsidiary
                companies, and their third party representatives
                        without prior written permission
<PAGE>
                                                   Master Agreement No. 00017432
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         2.21     "Software" means the computer programs that are listed in the
                  applicable Order or provided by ION under or in connection
                  with this Agreement or an applicable Order. Software also
                  includes all associated Program Materials.

         2.22     "Specs" or Specifications" mean the specifications for and
                  descriptions of Materials, including any warranty statements,
                  which are identified in Appendix C hereto. Any request from
                  SBC for changes to the Specifications, including any
                  additional requirements or specifications, shall be deemed a
                  request for "Customized Specs". All requests for Customized
                  Specs shall be clearly identified as such on the applicable
                  Order and must be separately approved of by ION. The
                  Customized Specs that have been accepted by ION shall control
                  over an inconsistency with the Specifications set forth in
                  Appendix C.

         2.23     Termination" means the occurrence by which either Party,
                  pursuant to Section 1.4(A), puts an end to this Agreement
                  and/or Orders placed under this Agreement.

         2.24     "Trial Period" or "Acceptance Test Period" means the length of
                  time specified in an Order (or, if not so specified, a period
                  of no more than sixty (60) days) during which the Acceptance
                  Tests are performed. The Trial Period commences on the first
                  working day following Delivery and, if necessary, it shall be
                  tolled for such time as ION requires to correct any problems
                  with the Material and/or Service being tested. The Trial
                  Period shall recommence on the first working day following
                  ION's written notice that it has completed all necessary
                  corrective action to cause the Material and/or Service to pass
                  the Acceptance Tests. The Acceptance Test Period shall not
                  exceed a total ninety (90) calendar days as a result of ION's
                  failure to correct problems with such delivered product.

ARTICLE III - GENERAL CLAUSES

3.1      AFFILIATE

         ION agrees that any Affiliate identified on Schedule 3.1 hereto may
         place Orders with ION, and the term "SBC" shall be deemed to refer to
         an Affiliate when an Affiliate places an Order with ION under this
         Agreement. All Orders placed by Affiliates shall, by definition,
         incorporate the terms and conditions of this Agreement. Such Orders
         shall not be valid unless they have been placed in the Affiliate's own
         name and have been executed by an officer of the company authorized to
         bind the Affiliate with regard to agreements of this nature. By
         executing an Order, an Affiliate shall be deemed to have consented to
         be bound by the terms of this Agreement, as if such Affiliate were a
         Party hereto and had executed this Agreement in its own name. An
         Affiliate will be responsible for its own obligations, including but
         not limited to, all charges incurred in connection with such Order. The
         Parties agree that nothing in this Agreement will be construed as
         requiring SBC to indemnify ION, or to otherwise be responsible for any
         acts or omissions of an
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         Affiliate, nor shall anything in this Agreement be construed as
         requiring an Affiliate to indemnify ION, or to otherwise be responsible
         for the acts or omissions of SBC.

3.2      GOVERNING LAW

         THIS AGREEMENT AND PERFORMANCE HEREUNDER SHALL BE GOVERNED BY THE LAWS
         OF THE STATE OF CALIFORNIA EXCLUSIVE OF ITS CHOICE OF LAWS PROVISIONS.

3.3      DISPUTE RESOLUTION

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

         1.       In the event of a controversy or claim arising out of or
                  relating to this Agreement or any Work Order, the Parties
                  agree that, they shall attempt in good faith to promptly
                  resolve the matter through negotiations. Participating in the
                  negotiations shall be (a) ION's applicable Account Management,
                  as identified in writing by ION, and (b) those members of
                  SBC's Technology Planning Management with whom ION's Account
                  Management interfaced in the normal course of business. Each
                  Party may also involve its Contract Manager when appropriate.
                  In addition to the participants identified in the preceding
                  sentences, each Party may name additional persons to
                  participate in the negotiations, such as ION's Vice-President
                  Sales and SBC's Executive Director, Strategic Sourcing.

         2.       If the Parties are unable to resolve the controversy or claim
                  at issue to their mutual satisfaction within thirty (30) days
                  after commencing the negotiations described above, and there
                  is no joint agreement to extend the negotiations period, then
                  either party (the "Moving Party") may initiate arbitration by
                  providing the other party written notice of its intent to
                  arbitrate. If the parties are unable to agree upon an
                  arbitrator within three (3) business days of the Moving
                  Party's written notice to arbitrate, the Moving Party may
                  request the American Arbitration Association ("AAA") to
                  appoint an arbitrator. The AAA shall select an arbitrator who
                  can promptly proceed with and strive to conclude the
                  arbitration as specified herein. If a dispute is submitted to
                  an arbitrator, it shall be finally resolved through binding
                  arbitration in Los Angeles, California, according to the
                  California Arbitration Rules of the AAA, except as modified
                  herein. The award rendered by the arbitrator shall be final
                  and binding on the Parties and shall be deemed enforceable in
                  any court having jurisdiction thereof. The arbitration shall
                  be heard by a single arbitrator who shall by training,
                  education, or experience have knowledge of the general subject
                  matter of this Agreement. The arbitrator shall

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                  have the power to award damages, injunctive relief and other
                  remedies to the extent the same would be available in a court
                  of law having jurisdiction of the matter. The arbitrator shall
                  promptly commence the arbitration proceeding with the intent
                  to conclude the proceedings and issue a written decision
                  stating in reasonable detail the basis for the award, which
                  must be supported by law and substantial evidence, as promptly
                  as the circumstances demand and permit, but generally no later
                  than (10) weeks after the arbitrator's appointment.

         3.       During dispute resolution proceedings, including arbitration,
                  the Parties shall continue to perform their obligations under
                  this Agreement, except for those obligations directly related
                  to the dispute at issue.

3.4      AMENDMENTS AND WAIVERS

         This Agreement and any Work Order may be amended or modified only by a
         written document signed by the authorized representatives of both
         Parties. ION shall use commercially reasonable efforts to accommodate
         any request made by SBC to change the scope of work set forth in an
         Order. Any adjustment in the time of performance caused by SBC's
         request for a change in the scope of work shall be automatically
         reflected in an adjustment of the Delivery Date. Any increase in ION's
         cost of performance resulting from SBC's request for a change in the
         scope of work shall be passed along to SBC on a time and materials
         basis. No course of dealing or failure of either Party to strictly
         enforce any term, right or condition of this Agreement shall be
         construed as a general waiver or relinquishment of such term, right, or
         condition. A waiver by either Party of any default shall not be deemed
         a waiver of any other default.

3.5      RELEASES VOID

         Neither Party shall require waivers or releases of any personnel or
         other representatives of the other in connection with visits to its
         premises, and no such releases or waivers shall be pleaded by either
         Party in any action or proceeding.

3.6      FORCE MAJEURE

         A.       Neither Party shall be deemed in default of this Agreement or
                  any Work Order to the extent that any delay or failure in the
                  performance of its obligations results from any cause beyond
                  its reasonable control and without its fault or negligence,
                  such as acts of God, acts of civil or military authority,
                  embargoes, epidemics, war, riots, insurrections, fires,
                  explosions, earthquakes, floods, unusually severe weather
                  conditions, or strikes (each, a "Force Majeure Condition").

         B.       If any Force Majeure Condition affects ION's ability to
                  perform, ION shall give prompt notice to SBC of such
                  condition. If ION remains unable to perform for a period of
                  more than fifteen (15) days after giving notice to SBC, SBC
                  may elect to either: (1) terminate the affected Work Order(s)
                  or any part thereof for the

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                  duration of the Force Majeure Condition, or (2) toll ION's
                  performance under the affected Work Orders(s) and resume
                  performance thereunder once the Force Majeure Condition
                  ceases. Should SBC opt to terminate a Work Order pursuant to
                  option (1), it will have the right to obtain from a third
                  party the Materials and the Services that would have been
                  provided by ION under the Work Order or during the affected
                  period and deduct from any commitment under such Work Order
                  the quantity of the Materials and Services obtained or for
                  which commitments have been made elsewhere. In the event that
                  SBC, pursuant to option (2), decides to toll ION's performance
                  and have ION resume its performance under the affected Work
                  Order(s), any affected Delivery Date or performance date shall
                  be extended up to the length of time the Force Majeure
                  Condition endured but SBC shall also have the right to obtain
                  from a third party any Materials and Services that it requires
                  during the period of the suspension and deduct from any
                  commitment under such Work Order the quantity of the Materials
                  and Services obtained or for which commitments have been made
                  elsewhere but SBC shall also have the right to obtain from a
                  third party any Materials and Services that it requires during
                  the period of the suspension and deduct from any commitment
                  under such Work Order the quantity of the Materials and
                  Services obtained or for which commitments have been made
                  elsewhere. Unless SBC gives written notice within ten (10)
                  days after being notified of the Force Majeure Condition, the
                  second option shall be deemed selected.

3.7      NON-EXCLUSIVE MARKET

         It is expressly understood and agreed that this Agreement does not
         grant ION an exclusive privilege to provide to SBC any or all Materials
         and Services of the type described in this Agreement nor requires SBC
         to purchase or license any Materials or Services. It is, therefore,
         understood that SBC may contract with other manufactures and suppliers
         for the procurement of comparable Materials and Services and that SBC
         may itself perform the Services described herein.

3.8      ASSIGNMENT

         This Agreement shall be binding upon and inure to the benefit of the
         Parties and their respective successors and permitted assigns, but
         neither SBC or ION may assign, delegate, subcontract, or otherwise
         transfer it's rights or obligations under this Agreement without the
         prior written consent of the other Party, which consent will not be
         unreasonably withheld; provided, however, SBC will have the right to
         assign this Agreement to any Affiliate identified on Schedule 3.1,
         without securing the consent of ION. Any unauthorized assignment by
         either Party shall be null and void.

3.9      CONFLICT OF INTEREST

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         ION represents and warrants that no officer, director, employee, or
         agent of SBC has been or will be employed, retained or paid a fee, or
         otherwise has received or will receive any personal compensation or
         consideration, by or from ION or any of ION's officers, director's
         employees, or agents in connection with the obtaining, arranging, or
         negotiation of this Agreement or other documents entered into or
         executed in connection with this Agreement.

3.10     SEVERABILITY

         If any provision or any part of provision of this Agreement shall be
         invalid or unenforceable, such invalidity or non-enforceability shall
         not invalidate or render unenforceable any other portion of this
         Agreement. The entire Agreement will be construed as if it did not
         contain the particular invalid or unenforceable provision(s) and the
         rights and obligations of ION and SBC will be construed and enforced
         accordingly.

3.11     SURVIVAL OF OBLIGATIONS

         Obligations and rights in connection with this Agreement which by their
         nature would continue beyond the Termination, Cancellation or
         expiration of this Agreement, including those in the sections entitled
         "Compliance With Laws," "Infringement," "Indemnity," "Publicity,"
         "Severability," "Information," "Independent Contractor," and
         "Warranty," will survive the Termination, Cancellation, or expiration
         of this Agreement.

3.12     CONSTRUCTION AND INTERPRETATION

         The language of this Agreement shall in all cases be construed simply,
         as a whole and in accordance with its fair meaning and not strictly for
         or against any Party. The Parties agree that this Agreement has been
         prepared jointly and has been the subject of arm's length and careful
         negotiation. Each Party has been given the opportunity to independently
         review this Agreement with legal counsel and other consultants, and
         each Party has the requisite experience and sophistication to
         understand, interpret, and agree to the particular language of the
         provisions. Accordingly, in the event of an ambiguity in or dispute
         regarding the interpretation of this Agreement, the drafting of the
         language of this Agreement shall not be attributed to either Party.

         A.       Article, section, or paragraph headings contained in this
                  Agreement are for reference purposes only and shall not affect
                  the meaning or interpretation of this Agreement. The use of
                  the word "include" shall mean "includes, but is not limited
                  to." The singular use of words shall include the plural use
                  and vice versa. Except as otherwise specified, ION's price for
                  Materials and Services includes the price for all related
                  Materials or Services necessary for SBC to use the Materials
                  and/or Services for its intended purpose, as well as all other
                  ION obligations under this Agreement. All obligations and
                  rights of the Parties are subject to modification as the
                  Parties may specifically provide in the applicable Work Order.
                  Unless the terms of a Work Order expressly override the terms
                  of this Agreement,

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                  if there is an inconsistency or conflict between the terms in
                  this Agreement and those in the applicable Work Order, the
                  terms in this Agreement shall take precedence.

         B.       Whenever any Party is entitled to interest under this
                  Agreement, the amount of interest shall be determined using
                  12% per annum, or the highest amount allowed by law, whichever
                  is lower.

3.13     THIRD PARTY BENEFICIARIES

         The provisions of this Agreement are for the benefit of the Parties and
         not for any other person.

ARTICLE IV - COMPLIANCE CLAUSES

4.1      GOVERNMENT CONTRACT PROVISIONS

         Work Orders containing a notation that the Materials is intended for
         use under government contracts shall be subject to the then current
         government provisions referenced in or attached to such Work Orders.

4.2      COMPLIANCE WITH LAWS

         Each Party shall comply with all applicable federal, state, county, and
         local rules, including without limitation, all statutes, laws,
         ordinances, regulations and codes ("Laws"). The obligation to comply
         with all Laws, shall include the procurement of permits, certificates,
         approvals, inspections, and licenses, when needed, in the performance
         of this Agreement. Each Party further agrees to comply with all
         applicable Executive and Federal regulations as set forth in "Executive
         Orders and Associated Regulations", a copy of which is attached as
         Appendix G and by this reference made a part of this Agreement.

4.3      CHANGES REQUIRED TO MEET CODES, LAWS, AND REGULATIONS

         ION shall, at no additional charge, make any changes to the Materials
         which are necessary to meet those codes, laws or regulations applicable
         to the Materials at no additional charge, provided such codes, laws or
         regulations are in effect on the date of shipment of such Materials. If
         such changes become effective on or after the date of shipment, ION
         shall make, and SBC shall pay for, such changes on a time and materials
         basis.

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ARTICLE V - LIABILITY CLAUSES

5.1      CONFIDENTIALITY

         All Information furnished by a Party (the "Disclosing Party") to the
         other (the "Receiving Party") in connection with this Agreement,
         including Information provided under a separate Non-Disclosure
         Agreement in connection with discussions and negotiations that occurred
         prior to executing this Agreement, shall remain the property of the
         Disclosing Party. The Receiving Party shall have no rights in any such
         Information. All Information furnished by the Disclosing Party shall
         not be considered confidential or proprietary unless it is
         conspicuously marked as such prior to disclosure. The Receiving Party
         shall hold the Information it has received in strict confidence and it
         shall not disclose or use such Information without the express written
         consent of the Disclosing Party, except as necessary to enable the
         Receiving Party's employees to perform their responsibilities under
         this Agreement. The Receiving Party shall use reasonable measures and
         make reasonable efforts to provide protection for the Disclosing
         Party's Information, which in no event shall be less strict than the
         measures the Receiving Party uses to protect its own Information.

                  Information shall not be deemed confidential if such
                  Information

                  1.       was already known to the Receiving Party free of any
                           obligation to keep it confidential at the time of its
                           disclosure by the Disclosing Party as evidenced by
                           the Receiving Party's written records prepared prior
                           to such disclosure; or

                  2.       is or becomes publicly known through no wrongful act
                           of the Receiving Party; or

                  3.       is rightfully received from a third person having no
                           direct or indirect secrecy or confidentiality
                           obligation to the Disclosing Party with respect to
                           such Information; or

                  4.       is independently developed by an employee, contractor
                           or agent of the Receiving Party or a third Party not
                           associated with the Project and who did not have any
                           direct or indirect access to the Information; or

                  5.       is approved for release by written authorization by
                           the Disclosing Party.

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         B.       All confidential Information shall be used only in connection
                  with the Receiving Party's performance under this Agreement,
                  and may not be used for other purposes except as may be agreed
                  upon between ION and SBC in writing. All copies of such
                  Information, in written, graphic or other tangible form, shall
                  be returned to the Disclosing Party upon the earlier of (i)
                  the disclosing Party's request or (ii) the Termination,
                  Cancellation, or expiration of this Agreement. ION, however,
                  may continue to use any Information that it has received in
                  order to complete its performance under a Work Order that has
                  not been terminated.

5.2      INFRINGEMENT

         A.       ION represents and warrants that it has made reasonable
                  independent investigation to determine the legality of its
                  right to sell or license the Materials or provide Services as
                  specified in this Agreement.

         B.       In addition to ION's other obligations set forth in this
                  Section, if an injunction or order is obtained against SBC's
                  use of any Materials or Service, or, if in ION's opinion, any
                  Material or Service is likely to become the subject of a claim
                  of infringement, ION will, at its expense:

                  1.       Procure for SBC the right to continue using the
                           Materials or Service; or

                  2.       After consultation with SBC, replace or modify the
                           Materials or Service to make it a substantially
                           similar, functionally equivalent, non-infringing
                           Materials or Service.

         C.       If the Materials or Service is purchased or licensed, and
                  neither (B)(1) nor (B)(2) above is possible, in addition to
                  SBC's other rights, SBC may cancel the applicable Order and
                  require ION to remove, or cause the removal and return of,
                  such Materials or Service from SBC's location and refund any
                  charges paid by SBC for the Materials adversely affected by
                  the infringement, less a sum calculated as if the amount paid
                  were depreciated on a straight line basis over a five (5) year
                  period.

         D.       In no event will SBC be liable to ION for any charges after
                  the date that SBC no longer uses any Materials or Service
                  because of actual or claimed infringement.

         E.       Notwithstanding the foregoing, ION shall have no liability for
                  any claim of infringement to the extent it results from: (i)
                  SBC's use of a superseded or altered release of some or all of
                  the Materials if infringement would have been avoided by the
                  use of a subsequent unaltered release of the Materials that
                  have been provided to SBC; (ii) SBC's use of any software or
                  other materials not furnished, recommended, suggested or
                  authorized by ION or contemplated by the applicable Work
                  Order; (iii) SBC's use of the Materials in combination with
                  any equipment or software not contemplated by the applicable
                  Work Order and not

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                  recommended, suggested or authorized by ION; (iv) ION's
                  compliance with the detailed written instructions of SBC
                  requiring changes to any Materials furnished by ION, when such
                  instructions result in actual infringement; provided, however,
                  that ION shall indemnify SBC when, despite SBC's instructions,
                  the infringement or claim of infringement is based upon: (1)
                  products, software or documentation that are available on the
                  open market; or (2) products, software or documentation of
                  ION's origin, design or selection. Further, ION shall
                  indemnify SBC when ION indemnifies other customers of ION
                  against infringement or claims of infringement based upon the
                  products, software or documentation, as modified by ION in
                  accordance with SBC's instructions; or (vi) modification of
                  the Materials where such modification is not authorized,
                  suggested or made by ION and is not contemplated in the
                  applicable Work Order.

5.3      INDEMNITY

         A.       To the fullest extent permitted by law, ION shall defend,
                  indemnify, and hold harmless SBC and its Affiliates,
                  (including their employees, officers, directors, agents, and
                  contractors) against any Liability arising from: (1) PERSONAL
                  injurY, including death and (2) PROPERTY damage, including
                  theft, that occur as a result of a defect in any material or
                  in any service provided by ion to sbc . sbc may seek
                  indemnification from ion under this section 5.3 only to the
                  extent that the acts or omissions of ion have been proved to
                  have contributed to the alleged harm or wrongdoing. further,
                  ion shall in no way be liable for the acts or omissions of SBC
                  and its Affiliates (including their employees, officers,
                  directors, agents, and contractors) TO THE EXTENT THEY give
                  rise to a claim, or have contributed to the alleged harm or
                  wrongdoing, for which indemnification is sought under this
                  section.

         B.       SBC shall promptly notify ION of any claim, demand, notice or
                  legal proceedings ("Claim") for which ION may be responsible
                  under this indemnity obligation. A delay in notice shall not
                  relieve ION of its indemnity obligation except to the extent
                  ION can show it was prejudiced or otherwise harmed by the
                  delay.

         C.       ION shall assume, at its expense, the sole defense of a Claim
                  through counsel selected by ION and shall keep SBC fully
                  informed as to the progress of such defense. Upon reasonable
                  request of ION and at ION's expense, SBC shall cooperate with
                  ION in the defense of the Claim. At its option and expense,
                  SBC may retain or use separate counsel to represent it,
                  including in-house counsel. ION shall maintain control of the
                  defense, including the decision to settle a Claim.

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                  If SBC determines that the Claim in question should not for
                  whatever reason be settled, SBC, at its own expense, shall
                  have the right to take over the defense of such Claim. ION
                  shall pay the full amount of any judgment, award or settlement
                  with respect to a Claim and all other expenses related to the
                  resolution of such Claim, including costs, interest, and
                  reasonable attorneys' fees; provided that ION shall have no
                  obligation to refund to SBC the portion of any judgment, award
                  or settlement, including all other expenses related to the
                  resolution of a Claim, however categorized, that were incurred
                  as the result of SBC's decision to exert control or to direct
                  the defense of the Claim in any manner.

5.4      LIQUIDATED DAMAGES

         ION recognizes the importance of meeting Delivery Dates mutually agreed
         upon by SBC and ION and agrees to the following liquidated damage
         provisions and procedures:

         Upon discovery of information indicating a reasonable certainty that
         Materials and/or Services will not be completed before the scheduled
         Delivery Date, ION shall notify SBC and provide information relating to
         the estimated length of delay. The Parties shall work jointly toward
         resolution of a plan to resolve the delayed Delivery. If the Parties
         reach agreement on an extended Delivery Date and ION fails to meet the
         extended Delivery Date, SBC may (a) cancel such Order, or (b) exercise
         its right to recover liquidated damages specified hereunder and further
         extend the Delivery Date. No payments, progress or otherwise, made by
         SBC to ION after any scheduled Delivery Date shall constitute a waiver
         of liquidated damages.

         In the event of ION's failure to meet an extended Delivery Date, SBC
         shall be entitled to one-thousand dollars ($1,000) for each day after
         the extended Delivery Date until the day of actual Delivery. Liquidated
         damages under this section shall in no event exceed 100% of the total
         price specified for the Materials and/or Services delayed.

5.5      INSURANCE

         A.       With respect to performance hereunder, and in addition to
                  ION's other obligations hereunder, ION 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:

                  1.       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 $100,000 for Bodily
                           Injury-each accident, $500,000 for Bodily Injury by
                           disease-policy limits and $100,000 for Bodily Injury
                           by disease-each employee.

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                  2.       Commercial General Liability insurance with minimum
                           limits of: $2,000,000 General Aggregate limit;
                           $1,000,000 each occurrence sub-limit for all bodily
                           injury or property damage incurred in any one
                           occurrence; $1,000,000 each occurrence sub-limit for
                           Personal Injury and Advertising; $2,000,000
                           Products/Completed Operations Aggregate limit, with a
                           $1,000,000 each occurrence sub-limit for
                           Products/Completed Operations. Fire Legal Liability
                           sub-limits of $300,000 are required for lease
                           agreements.

                           SBC and its Affiliated companies will be listed as an
                           Additional Insured on the Commercial General
                           Liability policy.

                  3.       If use of a motor vehicle is required, Automobile
                           Liability insurance with minimum limits of $1,000,000
                           combined single limits per occurrence for bodily
                           injury and property damage, which coverage shall
                           extend to all owned, hired and non-owned vehicles.

                  SBC requires that companies affording insurance coverage have
                  a rating of B+ or better and a Financial Size Category rating
                  of VII or better rating, as rated in the A.M. Best Key Rating
                  Guide for Property and Casualty Insurance Companies.

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

         C.       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.       ION shall also require all subcontractors performing work on
                  the project or who may enter upon the work site to maintain
                  the same insurance requirements listed above.

5.6      HAZARDOUS MATERIALS AND REGULATED SUBSTANCES

         A.       A "Regulated Substance" as referred to in this clause is a
                  generic term used to describe all Materials that are regulated
                  by applicable federal or any state or local government during
                  transportation, handling and/or disposal. These include, but
                  are not limited to, Materials

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                  that are regulated as (a) "hazardous material" under the
                  Hazardous Material Act and the Control of Radioactive
                  Contamination of Environmental Law, Title 8 of the California
                  Environment Administrative Code, Section 5194 and the
                  Hazardous Substances Information and Training Act, (b)
                  "chemical hazards" under the Occupational Safety and Health
                  Administration (OSHA) standards, (c) "chemical substances and
                  mixtures" under the Toxic Substances Control Act and
                  "chemicals" on the Governor's List known to the State of
                  California to cause cancer, birth defects, and/or other
                  reproductive harm, as that term is defined in the California
                  Safe Drinking Water and Toxic Enforcement Act of 1986
                  ("Proposition 65"), (d) "pesticides" under the Federal
                  Insecticide, Fungicide and Rodenticide Act, and (e) "hazardous
                  waste" as defined or listed under the Resource Conservation
                  and Recovery Act and the Hazardous Waste Control Law.

         B.       ION shall comply with all applicable Laws and Regulations,
                  including any notice requirements, regarding any Materials
                  ordered hereunder which contains or consists of a Regulated
                  Substance or any Service ordered hereunder which involves the
                  use, handling, storage, recycling, or transportation of
                  Regulated Substances. ION shall notify SBC and provide SBC
                  with all necessary information (including but not limited OSHA
                  Material Safety Data Sheets [MSDS]) at least thirty (30) days
                  before shipping Materials containing or consisting of
                  Regulated Substances to SBC or commencing the performance of
                  Services for SBC involving the handling or use of Regulated
                  Substances. Each MSDS must include an attachment indicating
                  the specific worker protection equipment requirement for use
                  with the Regulated Substance covered thereby. If the Regulated
                  Substance is in Materials or materials which are shipped to
                  California facilities and 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. ION
                  shall maintain and distribute such information upon request to
                  SBC and/or any other contractor at the same location.

         C.       Notwithstanding any other provision of this Agreement, SBC
                  shall have the right, but not the duty, to terminate without
                  liability any Order for Materials consisting of or containing
                  a Regulated Substance or Service involving the use and
                  handling of Regulated Substances thirty (30) days after such
                  notification from SBC. Otherwise, SBC and ION shall cooperate
                  concerning the acceptance by SBC of such Materials and
                  Services. ION shall mark all Materials provided hereunder as
                  Regulated Substances which are required by all applicable Laws
                  and Regulations to be so marked, and shall provide assistance
                  to SBC of an advisory nature in the handling and use of
                  Regulated Substances provided hereunder and the disposal of
                  "hazardous waste", as defined by applicable Laws and
                  Regulations ("Hazardous Wastes"), resulting therefrom.

         D.       ION shall provide SBC with the same information pertaining to
                  Regulated Substances in or used in the Materials and Services
                  it provides to SBC or

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                  Hazardous Waste as ION provides to ION's employees or agents
                  involved in the disposition or treatment of such Regulated
                  Substances.

         E.       ION is hereby informed that hazardous chemicals may be used
                  and located at various facilities owned by SBC. ION or any
                  person supplied by ION may see the MSDS for a particular
                  substance in the facility in which they are working by
                  contacting SBC's Building Operations office and filling out
                  the request form. ION agrees to assume responsibility for
                  advising its employees, agents and subcontractors who will be
                  working at SBC's facilities of the existence of chemical
                  hazards on SBC's facilities and the availability of said
                  Material.

         F.       When performing Services at SBC's California facilities, ION
                  shall and shall require its subcontractors to issue warnings
                  in accordance with Proposition 65 for exposure to chemicals
                  covered by Proposition 65 introduced by ION or its
                  subcontractor to personnel at SBC's facilities, the public and
                  SBC from the time ION and/or its subcontractor enter SBC's
                  facilities and/or commence performing Services through the
                  completion of such performance. ION shall, and shall require
                  its subcontractors, to warn SBC of any exposure to chemicals
                  covered by Proposition 65 which may continue after ION and/or
                  its subcontractors have completed the performance of Services.
                  Such warning may take the form of, but not be limited to, a
                  MSDS for each such chemical.

         G.       ION IS HEREBY WARNED IN ACCORDANCE WITH PROPOSITION 65 THAT
                  EXPOSURE TO CHEMICALS MAY OCCUR AT SBC'S FACILITIES. If
                  requested, SBC shall make available to ION, its
                  subcontractors, and any of their employees, a MSDS for the
                  chemicals covered by Proposition 65, if any, at SBC's
                  facilities where ION is providing Services. ION shall issue
                  appropriate warnings to inform and educate its employees,
                  agents, subcontractors, other invitees, and employees of any
                  of them, entering SBC's facilities of the above information in
                  accordance with applicable Laws and Regulations. ION and SBC
                  shall cooperate on such warning.

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ARTICLE VI - STANDARDS CLAUSES

6.1      ENGINEERING COMPLAINTS

         A.       SBC reserves the right to notify ION in cases where SBC has
                  identified current or potential problems or service areas
                  concerning the operation, maintenance, Engineering,
                  Installation or design of Materials furnished hereunder. ION
                  agrees to accept and acknowledge such a notice (an
                  "Engineering Complaint"), if a problem does exist, and to work
                  with SBC on a reasonable resolution thereof. Acknowledgment of
                  the receipt for such Engineering Complaint and identification
                  of ION's proposed organization which will be responsible for
                  resolving it will be provided to SBC within fifteen (15)
                  working days of ION's receipt of the Engineering Complaint.
                  Complaint resolution dates shall not exceed ninety (90)
                  calendar days from the date of SBC's notice, unless a later
                  date is mutually agreed upon by the Parties. If unable to
                  resolve the Engineering Complaint within ninety (90) calendar
                  days, ION shall issue an interim report providing current
                  status and an estimate of schedule for resolution.

         B.       Monthly reporting of the status of such open Engineering
                  Complaints shall be furnished to SBC by ION, together with the
                  proposed schedule for their resolution. ION shall provide this
                  information via written or electronic means, (i.e., E-Mail),
                  in accordance with mutually agreed procedures for electronic
                  transmission of such information. It is ION's responsibility
                  to provide SBC with prompt written notice upon resolving an
                  Engineering Complaint.

         C.       SBC shall notify ION in writing as to where correspondence
                  regarding Engineering Complaints shall be directed and ION
                  shall observe and follow such notification.

6.2      RADIO FREQUENCY ENERGY STANDARDS

         A.       Should Materials furnished in connection with this Agreement
                  generate harmful interference to radio communications, ION
                  shall promptly provide to SBC information relating to methods
                  of suppressing such interference. In the event such
                  interference in SBC's judgment cannot reasonably be
                  suppressed, then SBC may return the Materials and obtain a
                  full refund of the price paid for such Materials.

         B.       Nothing in this section shall be deemed to diminish or
                  otherwise limit ION's obligations or SBC's rights, including
                  those specified in the "Warranty" section of this Agreement.

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6.3      OSMINE

         All Materials must pass SBC's Approval for Use testing requirements
         which will include documentation evidencing NEBS compliance. SBC has
         granted to ION a total waiver of OSMINE for all Materials provided by
         ION under this Agreement. Instead, ION is required to secure CLEI and
         TIRKS Function Codes as set forth in Telcordia GR-2977, for all
         applicable new, changed, modified Hardware and/or potential plug-in
         substitutions where it supports the function code chaining work.

ARTICLE VII - ORDERING CLAUSES

7.1      ORDERS

         A.       SBC may order Materials and Services by submitting Orders in
                  connection with this Agreement. Orders shall specify:

                  1.       a description of the Services and/or Materials,
                           including any numerical/alphabetical identification
                           referenced in the applicable price list;

                  2.       the requested Delivery Date, which shall be confirmed
                           by ION as evidenced by writing or by electronic
                           messaging;

                  3.       the location to which Materials are to be shipped, or
                           the site where Services will be rendered;

                  4.       the location to which invoices are to be rendered for
                           payment.

                  5.       SBC's Order number; and

                  6.       any Custom Specs requested by SBC, which are subject
                           to ION's approval.

         B.       The terms in this Agreement shall apply to Orders submitted in
                  connection with this Agreement, and preprinted terms on the
                  back of any Order shall not apply.

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7.2      PRODUCT CHANGE NOTICES

         A.       ION may at any time make changes in the Materials or Software,
                  or modify the drawings and Specifications relating thereto, or
                  substitute Materials or Software of later design to fill an
                  Order, provided the changes, modifications and substitutions
                  under normal and proper use do not negatively impact upon the
                  Materials' or Software's form, fit, or function.

         B.       ION agrees to make every reasonable effort to notify SBC, in
                  writing in advance, of any change to be made in the Materials
                  or Software furnished in accordance with the Specifications,
                  Software related documentation and/or documentation that would
                  impact upon the form, fit or function of the Materials or
                  Software.

         C.       ION shall furnish Product Change Notices for any change to be
                  made in the Materials provided under this Agreement to SBC.
                  ION shall furnish such notices to an individual to be
                  designated by SBC.

         D.       SBC shall notify ION in writing as to where correspondence
                  regarding Product Change Notices and Product changes shall be
                  directed and ION shall observe and follow such notification.

         E.       In order for SBC to review Materials or Software changes, ION
                  shall make every reasonable effort to provide thirty (30) days
                  advance notice, of any change to the Materials or Software .
                  The final classification of any Materials or Software change
                  proposed by ION will be determined by ION. If SBC disagrees
                  with ION's classification of a change, SBC shall notify ION.
                  If requested, ION shall provide documentation to substantiate
                  the classification of such change. ION agrees to make
                  available to SBC information relating to the application of
                  such changes to SBC's Materials.

         F.       In any of the instances above, if ION ascertains that
                  Materials or Software subject to such change are readily
                  returnable, SBC, at its expense, shall remove and return such
                  Materials or Software to ION's facility. ION, at its expense,
                  shall implement such change at its facility and return such
                  changed Materials or Software to SBC's designated location
                  within the contiguous United States. If the change represents
                  an product, feature or component enhancement SBC shall bear
                  the expense. Reinstallation shall be performed by SBC at its
                  expense. If SBC disagrees that the Materials or Software are
                  readily returnable, SBC will notify ION. If requested, ION
                  shall provide documentation to substantiate the returnability
                  of the Materials or Software.

         G.       ION agrees to make available to SBC, or SBC's representatives,
                  if SBC's representative has a signed nondisclosure agreement
                  with ION, information relating to the application of such
                  changes to SBC's Materials. SBC reserves the

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                  right to notify and request ION to modify, change, or develop
                  Materials to meet a specific need. Such requests, if accepted
                  by ION, will be made at SBC's expense.

         H.       ION shall furnish to SBC a quarterly summary report listing
                  all change notifications released to SBC during the previous
                  twelve (12) months. Notification of Materials or Software
                  changes will be provided to SBC at no charge.

7.3      SHIPPING AND PACKING

         A.       Unless instructed otherwise by SBC, or the Parties otherwise
                  agree, all Materials shipped shall be packed and marked by ION
                  at SBC's expense and in accordance with all Laws,
                  transportation industry standards and the applicable Order.

         B.       ION shall (a) use carriers approved and listed in SBC's
                  "Shipment Routing Guide", provided herein; (b) ship Orders
                  complete, provided ION may ship Materials in partial shipments
                  with prior approval of SBC; (c) ship to the destination in the
                  Order; (d) comply with SBC's shipping instructions; (e)
                  enclose a packing memorandum with each shipment and, when more
                  than one package is shipped, identify the package containing
                  such packing memorandum; (f) mark SBC's Order number and
                  product identification number ("PID") on all packages,
                  shipping papers and subordinate documents; (g) list basic unit
                  and part number or Common Language Equipment Identified
                  ("CLEI") code numbers and Continuing Property Record ("CPR")
                  when required by SBC; and (h) include barcodes containg the
                  aforementioned information on all equipment, shipping
                  containers and packages; and (i) ION may consolidate multiple
                  Orders as one shipment to SBC and shall provide and state on
                  the bill of lading the number of pieces, weight, freight
                  classification, and carrier's tariff reference number for each
                  individual Order.

         C.       If SBC incurs additional costs as a result of ION's failure to
                  comply with the provisions of this section called Shipping and
                  Packing, ION shall reimburse SBC for such reasonable costs,
                  which SBC shall document and provide to ION in writing.

         D.       Materials purchased, repaired or replaced hereunder will be
                  packed by ION in containers adequate to prevent damage during
                  shipping, handling and storage and in accordance with all
                  Laws, transportation industry standards, and the applicable
                  Order. Any Materials received by ION from any manufacturer
                  with damaged shipping containers will be repackaged by ION in
                  containers adequate to prevent damage during subsequent
                  shipping, handling and storage.

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7.4      TITLE AND RISK

         Title to Materials purchased, but not to Materials licensed, will vest
         in SBC once the Materials have been delivered to the designated
         carrier, F.O.B. carrier's place of acceptance. If this Agreement calls
         for additional Services such as unloading or installation, to be
         performed after Materials have been Delivered, ION will retain title
         and risk of loss to the Materials until the additional Services have
         been Delivered as well.

7.5      PRICE

         Materials and Services shall be furnished by ION in accordance with the
         prices set forth in Appendix B, attached hereto and made a part hereof,
         or pursuant to firm prices which are quoted by ION for such Materials
         and Services, whichever price is lower. The prices for all Materials
         and Services in Appendix B are subject to change only in accordance
         with this Agreement, which changes must be in writing and signed by
         both Parties. If ION at any time makes a general price decrease, ION
         shall promptly notify SBC in writing and extend such decrease to SBC
         effective on the date of such general price decrease.

7.6      TAXES

         A.       ION may invoice SBC the amount of any federal excise taxes or
                  state or local sales taxes imposed upon the sale of Materials
                  or provision of Services as separate items, if applicable,
                  listing the taxing jurisdiction imposing the tax. Installation
                  or labor charges must be separately stated. SBC agrees to pay
                  all applicable taxes to ION which are stated on and at the
                  time the Materials or Service invoice is submitted by ION. ION
                  agrees to remit taxes to the appropriate taxing authorities.

         B.       ION agrees to pay, and to hold SBC harmless from and against,
                  any penalty, interest, additional tax, or other charge that
                  may be levied or assessed as a result of the delay or failure
                  of ION, for any reason, to pay any tax or file any return or
                  information required by law, rule or regulation or by this
                  Agreement to be paid or filed by ION. ION agrees to pay and to
                  hold SBC harmless from and against any penalty or sanction
                  assessed as a result of ION doing business with any country
                  subject to U.S. trade restrictions.

         C.       Upon SBC's request, the Parties shall consult with respect to
                  the basis and rates upon which ION shall pay any taxes for
                  which SBC is obligated to reimburse ION under this Agreement.
                  If SBC determines that in its opinion any such taxes are not
                  payable or should be paid on a basis less than the full price
                  or at rates less than the full tax rate, ION shall make
                  payment in accordance with such determinations and SBC shall
                  be responsible for such determinations. If collection is
                  sought by the taxing authority for a greater amount of taxes
                  than that so determined by SBC, ION shall promptly notify SBC.
                  ION shall cooperate with SBC in contesting such determination,
                  but SBC shall be responsible and shall reimburse ION for any
                  tax,
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                  interest, or penalty in excess of its determination. If SBC
                  desires to contest such collection, SBC shall promptly notify
                  ION. If SBC determines that in its opinion it has reimbursed
                  ION for sales or use taxes in excess of the amount which SBC
                  is obligated to reimburse ION, SBC and ION shall consult to
                  determine the appropriate method of recovery of such excess
                  reimbursements. ION shall credit any excess reimbursements
                  against tax reimbursements or other payments due from SBC if
                  and to the extent ION can make corresponding adjustments to
                  its payments to the relevant tax authority. At SBC's request,
                  ION shall timely file any claims for refund and any other
                  documents required to recover any other excess reimbursements,
                  and shall promptly remit to SBC all such refunds (and
                  interest) received.

         D.       If any taxing authority advises ION that it intends to audit
                  ION with respect to any taxes for which SBC is obligated to
                  reimburse ION under this agreement, ION shall (1) promptly so
                  notify SBC, (2) afford SBC an opportunity to participate on an
                  equal basis with ION in such audit with respect to such taxes
                  and (3) keep SBC fully informed as to the progress of such
                  audit. Each Party shall bear its own expenses with respect to
                  any such audit, and the responsibility for any additional tax,
                  penalty or interest resulting from such audit shall be
                  determined in accordance with the applicable provisions of
                  this Section. ION's failure to comply with the notification
                  requirements of this section shall relieve SBC of its
                  responsibility to reimburse ION for taxes only if ION's
                  failure materially prejudiced SBC's ability to contest
                  imposition or assessment of those taxes.

         E.       In addition to its rights under subparagraph (d) above with
                  respect to any tax or tax controversy covered by this Tax
                  Section, SBC will be entitled to contest, pursuant to
                  applicable law and tariffs, and at its own expense, any tax
                  previously billed that it is ultimately obligated to pay. SBC
                  will be entitled to the benefit of any refund or recovery of
                  amounts that it had previously paid resulting from such a
                  contest. ION will cooperate in any such contest, provided that
                  all costs and expenses incurred in obtaining a refund or
                  credit for SBC shall be paid by SBC.

         F.       If either Party is audited by a taxing authority or other
                  governmental entity, the other Party agrees to reasonably
                  cooperate with the Party being audited in order to respond to
                  any audit inquiries in an appropriate and timely manner, so
                  that the audit and any resulting controversy may be resolved
                  expeditiously.

7.7      INVOICING AND PAYMENT

         A.       Except as otherwise specified in an Order, ION shall render an
                  invoice in duplicate promptly upon the shipment of Materials
                  or the performance of Services identified in the applicable
                  Work Order. The invoice shall specify in detail (1) quantities
                  of each ordered item, (2) unit prices of each ordered item,
                  (3) item and commodity codes, (4) total amounts for each item,
                  (5) the Services provided, (6) any extra charges associated
                  with changes made pursuant to a Change Order,
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                  (7) applicable sales or use taxes, (8) discounts, (9) shipping
                  charges, (10) total amount due, and (11) software right-to-use
                  fees as either "application" or "operational". SBC shall pay
                  ION in accordance with the amounts stated on an invoice within
                  forty-five (45) days of the date of receipt of the invoice.
                  Payment for shortages, or Materials or Services not conforming
                  to the Specifications, and portions of any invoice in dispute,
                  may be withheld by SBC until such problem has been resolved,
                  but in no event shall SBC be entitled to withhold an amount
                  greater than the amount actually in dispute. If SBC disputes
                  any invoice rendered or amount paid, it shall notify ION of
                  the dispute in writing and shall provide a detailed
                  explanation of SBC's allegations. The Parties shall use their
                  best efforts to resolve such dispute expeditiously. Invoices
                  received by SBC more than one (1) year after the provision of
                  Materials or performance of Services are untimely and SBC
                  shall have no obligation to pay such invoices.

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

         B.       If an Order or an Appendix specifies that ION may submit
                  invoices for progress payments prior to Acceptance, ION is
                  permitted to submit invoices at the end of each month and SBC
                  will make progress payments to ION at thirty (30) day
                  intervals. Such progress payments shall not exceed ninety
                  percent (90%) of satisfactorily completed work at the time of
                  billing, as determined by SBC. ION agrees to use such progress
                  payments for expenses incurred for Services or Materials used
                  in performance of the Work Order for SBC.

         C.       ION agrees to accept standard, commercial methods of payment
                  and evidence of payment obligation including, but not limited
                  to credit card payments, checks and electronic fund transfers,
                  in connection with payment for the Materials and the Services.

7.8      RECORDS AND AUDITS

         ION agrees that it will:

         A.       Maintain complete and accurate records related to the
                  Materials and Services provided by ION to SBC, including
                  records of all amounts billable to and payments made by SBC in
                  accordance with generally accepted accounting principles and
                  practices, uniformly and consistently applied in a format that
                  will permit audit;

         B.       Retain such records and reasonable billing detail for a period
                  of at least three (3) years from the date of final payment for
                  Materials and Services;
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         C.       Provide reasonable supporting documentation to SBC concerning
                  any disputed invoice amount within thirty (30) calendar days
                  after receipt of written notification of such dispute; and

         D.       Permit SBC and its authorized representatives to inspect and
                  audit during normal business hours the charges invoiced to
                  SBC. Should SBC request an audit, ION will make available any
                  pertinent records and files to SBC during normal business
                  hours at no additional charge.

ARTICLE VIII - PERFORMANCE CLAUSES

8.1      PROJECT ADMINISTRATION

         Within seven (7) days of execution of this Agreement, each Party shall
         appoint a project manager to coordinate activities related to the
         administration and implementation of this Agreement, oversee its
         operation, and to be the overall point of contact and representative of
         that Party. The processes and responsibilities of the respective
         project managers shall include scheduling, risk management, pricing
         issues, and change control. If ION utilizes a subcontractor to carry
         out any of ION's obligations under this Agreement, ION will ensure a
         project manager is designated by such subcontractor.

8.2      M/WBE

         SBC has granted to ION a total waiver of any and all M/WBE and DVBE
         requirements that may be applicable to ION as a result of its
         relationship with SBC under the terms of this Agreement.

8.3      ACCESS

         A.       When appropriate, ION shall have reasonable access to SBC's
                  premises during normal business hours and at such other times
                  as may be agreed upon by the Parties in order to enable ION to
                  perform its obligations under this Agreement. Such access may
                  occur through ION's use of remote online access technology
                  used to conduct remote diagnosis and problem resolution as
                  well as by coordinating visits by ION personnel to SBC's
                  premises. Remote online access will be coordinated by ION's
                  Technical Assistance Center. ION shall coordinate access by
                  ION personnel with SBC's designated representative prior to
                  visiting such premises. ION insures SBC that only persons
                  employed by ION or subcontracted by ION will be allowed to
                  enter SBC's premises. If SBC requests ION or its Subcontractor
                  to discontinue furnishing any person provided by ION or its
                  Subcontractor from performing work on SBC's premises, ION
                  shall immediately comply with such request. Such person shall
                  leave SBC's premises promptly and ION shall not furnish such
                  person again to perform work on SBC's premises without SBC's
                  written consent.
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         B.       SBC may require ION or its representatives, including
                  employees and subcontractors, to exhibit identification
                  credentials, which SBC may issue in order to gain access to
                  SBC's premises for the performance of Services. If, for any
                  reason, any ION representative is no longer performing such
                  Services, ION shall immediately inform SBC. Notification shall
                  be followed by the prompt delivery to SBC of the
                  identification credentials, if issued by SBC, or a written
                  statement of the reasons why said identification credentials
                  cannot be returned. ION shall insure that its representatives,
                  including employees and subcontractors, while on or near SBC's
                  premises, will perform work which (i) conforms to the
                  Specifications, (ii) protects SBC's Materials, buildings, and
                  structures, and (iii) does not interfere with SBC's business
                  operations. Furthermore, ION shall insure that its
                  representatives, including employees and subcontractors, while
                  on or near SBC's premises will perform Services with care and
                  due regard for the safety, convenience, and protection of SBC,
                  its employees, and property and in full conformance with the
                  policies specified in the SBC Code of Conduct, which prohibits
                  the possession of a weapon or an implement which can be used
                  as a weapon (a copy of the SBC Code of Conduct is available
                  upon request).

8.4      MULTI-SUPPLIER ENVIRONMENT

         ION shall work cooperatively with SBC and certain SBC suppliers, as
         mutually agreed, to discuss interoperability requirements of such
         supplier's products with the Materials, provided that any proprietary
         or confidential information ION may communicate to such suppliers
         during such meeting shall be disclosed only subject to a nondisclosure
         agreement mutually agreed to by ION and the applicable supplier.

8.5      DELIVERY, PERFORMANCE, AND ACCEPTANCE

         A.       ION acknowledges the competitive telecommunications
                  marketplace in which SBC operates and understands that SBC's
                  business requires prompt delivery of Material and provision of
                  Services by the specified delivery dates.

         B.       For orders that involve Services only, or ION's delivery of
                  Materials with the provision of Services, e.g., installation,
                  ION shall provide SBC a Notice of Completion after Delivery.
                  SBC's Acceptance Test Period shall commence upon (i) SBC's
                  receipt of ION's Notice of Completion, or (ii) upon the
                  Delivery of Material to SBC where ION provides no Services
                  other than shipping. SBC's acceptance shall occur no earlier
                  than ION's Delivery of Materials and/or Services. If Materials
                  or Services are not in Material Compliance with the
                  Specifications, SBC shall notify ION and provide ION an
                  opportunity to cause such Materials or Service to comply in
                  all material respects with the Specifications. After any
                  corrective action, ION shall provide a Notice of Completion,
                  and the Acceptance Test Period shall recommence. Tolling for
                  corrective actions shall not cause the Acceptance Test Period
                  to exceed ninety (90) calendar days. If the Materials or
                  Services successfully complete the
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                  Acceptance Tests during the Acceptance Test Period, SBC shall
                  indicate its acceptance by signing the Acceptance Letter and
                  delivering a copy thereof to ION.

8.6      SUBCONTRACTORS

         A.       Each Party has the right to utilize subcontractors in the
                  performance of this Agreement. However, no subcontracting
                  arrangement shall release either Party from its
                  responsibilities and obligations under this Agreement. Each
                  Party shall be fully responsible for the work and activities
                  of each of its subcontractors, including compliance with the
                  terms of this Agreement. Additionally, each Party shall be
                  responsible for all payments to its subcontractors.

         B.       As of the Effective Date, SBC has approved ION's use of any of
                  the subcontractors identified on Schedule 8.6 hereto. Prior to
                  ION's use of any subcontractor not identified on Schedule 8.6,
                  ION shall provide SBC with the name and qualifications of the
                  proposed subcontractor and shall inform SBC's Contact Person
                  of what Materials are to be produced and/or Services to be
                  performed by such subcontractor. Except for those
                  subcontractors identified on Schedule 8.6, ION agrees not to
                  utilize any subcontractors that are excluded at the time the
                  work is to be performed, for any lawful reason, from
                  performing Services for SBC. Subcontractors must abide by the
                  terms of this Agreement and the applicable Work Order(s).

8.7      QUALITY ASSURANCE

         ION hereby agrees that Materials furnished hereunder by ION have
         undergone or have been subject to quality control activities and
         procedures, including performance measurements, testing, quality
         process reviews or inspections to implement such procedures.

         ION also agrees to maintain and make available to SBC or SBC's agent
         the data including all information and reports about ION's quality and
         process control procedures that demonstrate that the Materials
         Delivered meets the specified quality and reliability requirements.

         ION agrees that:

         A.       ION shall provide to SBC a TL 9000 quality plan. Elements to
                  be detailed in the Quality Plan include (at minimum):

                  1.       Documentation of ION's quality assurance process,
                           including a representation that ION's Subcontractor
                           is ISO 9000 certified.
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                  2.       Identification of the TL 9000 or ISO 9000
                           certification status and schedule for becoming
                           registered of the Subcontractors identified on
                           Schedule 8.6.

                  3.       Designation of ION's quality representative and of
                           the senior executive with quality responsibility.

         B.       ION further agrees that it will, at SBC's request:

                  1.       Notify SBC or SBC's Agent when Materials are ready
                           for source inspection activities and give SBC or
                           SBC's Agent reasonable opportunity for inspection of
                           such Materials.

                  2.       When initiatives, actions, or activities are required
                           due to quality problems or contract non-performance,
                           both Parties will agree on a designated third Party
                           agent to perform quality control or quality assurance
                           related activities. ION will pay the cost of the
                           third party agent.

                  3.       Nothing contained herein will diminish ION's
                           obligation to deliver materially compliant Materials,
                           ION's warranty obligations, or any other provision of
                           this Agreement. The purchase or license of any
                           Materials hereunder is subject to SBC's inspection
                           and Acceptance after Delivery thereof.

ARTICLE IX - REPAIR, MAINTENANCE, AND SUPPORT CLAUSES

9.1      MAINTENANCE AND SUPPORT SERVICES

         During the first year after SBC's Acceptance of Material (i.e., the
         warranty period), SBC will have access to ION's remote dial-in
         diagnostics Technical Assistance Center ("TAC") on a 24x7 basis, at a
         charge to SBC of one hundred dollars ($100) per hour, at a two (2) hour
         minimum per call. Under this service, SBC receives 24X7 technical
         telephone support and consultation. SBC will also receive 8x5 next day
         cross shipment of a replacement unit from SBC's previously purchased
         spare unit inventory in the event of equipment failure or for
         functional repairs, at a charge to SBC of one hundred fifty dollars
         ($150) per unit shipped. ION shall be required to provide a cross
         shipment of replacement units only to the extent that SBC has purchased
         a quantity of spare units sufficient to permit such cross shipment.
         In-Warranty Repairs of returned units will be made at ION's Piscataway
         NJ location at no charge. Coverage after the end of the warranty period
         will be at the repair prices listed in the then-current issue of ION's
         price list, less a 40% discount.

         A.       SBC may contact the TAC concerning any questions that may
                  arise concerning repair. ION shall specify any special packing
                  of Hardware that might be necessary to provide adequate
                  in-transit protection from transportation damage.
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         B.       SBC must obtain a Return Material Authorization ("RMA") from
                  the TAC and that RMA number must be displayed on the outside
                  packaging of all returned Material and also included inside
                  the packaging with the returned Material. Any material
                  arriving at ION's repair location without proper RMA
                  identification will be returned to SBC at SBC's expense.

         C.       In addition to providing ION with a repair order, SBC shall
                  furnish the following information with Hardware returned to
                  ION for repair or replacement: (a) SBC's name and complete
                  address; (b) name(s) and telephone number(s) of SBC's
                  employee(s) to contact in case of questions about the Hardware
                  to be repaired; (c) ship-to address for return of repaired
                  Hardware if different than (a); (d) invoice address, if
                  different than (a); (e) a complete list of Hardware returned;
                  (f) the nature of the defect or failure, if known; (g) whether
                  or not returned Hardware is In-Warranty; and (h) the RMA
                  number issued by ION.

         D.       In the special situation where Material is determined to be
                  defective immediately upon removal from its original shipping
                  carton and initial installation or testing within sixty (60)
                  days of receipt by SBC, referred to as an Out Of Box Failure,
                  ION will cross ship a new replacement unit within seven (7)
                  days, at ION's expense. SBC must contact ION Technical
                  Assistance Center to obtain a Return Material Authorization
                  Cross Shipment ("RMAX") authorization.

         E.       Defective Hardware which is covered under the warranty
                  provisions defined in this Agreement will be returned to ION
                  for either repair or replacement with new or functionally
                  equivalent Hardware with risk of in-transit loss and damage
                  borne by ION and transportation charges paid by ION. Unless
                  otherwise agreed upon by ION and SBC, ION shall complete
                  repairs and ship the repaired Hardware within fifteen (15)
                  days after receipt of said defective Hardware by ION,
                  whichever is earlier. If Hardware is to be replaced, ION
                  agrees to ship the said replacement Hardware within fifteen
                  (15) days of receipt of said defective Hardware by ION. For
                  Hardware under Warranty, ION shall bear the risk of in-transit
                  loss and damage and shall prepay and bear the cost of
                  transportation charges for shipments to SBC of repaired or
                  replaced Hardware.

         F.       If In-Warranty Hardware returned to ION is determined to be
                  beyond repair, ION shall promptly notify SBC and, unless
                  otherwise agreed to by the Parties, ship replacement Hardware
                  without charge within fifteen (15) days of such notification.

         G.       The provisions in this clause also apply to Hardware that is
                  Out-of-Warranty, except that SBC is responsible for
                  transportation charges to and from ION's repair facilities, if
                  applicable, along with the associated risk of in-transit loss.
                  Charges for repairs and/or replacement for Hardware which is
                  Out-of-Warranty will be at
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         the repair prices listed in the then-current issue of ION's price list,
         less a 40% discount.

9.2      REPAIR INVOICES

         Repair Invoices originated by ION for repair/replacement services must
         be clearly identified as such (for example, by indicating at the top of
         the invoice that it is a "Repair Invoice") and must contain a reference
         to SBC's order number for the repair/replacement Services, if
         applicable. ION's Repair Invoices must contain the following
         information:

         Item number, quantity, complete description of the Materials (complete
         part number and Services provided), unit price and total charge by item
         number, with a grand total at the end.

         The following also applies to such Repair Invoices:

         A.       If, on a line item basis, there is no charge on a Repair
                  Invoice, the repair or replacement service described on the
                  line item shall be deemed to have been provided with respect
                  to defective Hardware which was covered by the warranty
                  provisions defined in this Agreement and shall be considered
                  an "In-Warranty" repair. If on a line item basis, there is a
                  charge on the Repair Invoice, the repair or replacement
                  service described on the line item shall be deemed to have
                  been provided with respect to defective Hardware which was not
                  covered in the warranty provisions defined in an applicable
                  Order and shall be considered an "Out-of Warranty" repair,
                  unless otherwise identified. Any other charges will be noted
                  with appropriate descriptions in order for SBC to easily
                  determine the nature of the charge.

         B.       If the Hardware becomes defective during the Warranty Period
                  and SBC is required to return the defective Hardware within a
                  specific time after receiving the replacement Hardware, and
                  SBC does not return the defective Hardware within thirty (30)
                  days, or another mutually agreed timeframe, ION will issue an
                  invoice for the price of the replacement Hardware. If the
                  Hardware becomes defective outside of the Warranty Period, and
                  SBC does not return the defective Hardware within thirty (30)
                  days, or another mutually agreed timeframe, ION will issue an
                  invoice for the repair charge plus the price of the
                  replacement Hardware. Such charges are set forth in the
                  applicable Order. The invoice will also contain a reference to
                  SBC's original Order number, if applicable, and contain a
                  description indicating that the charge is for "Non-Returned
                  Hardware".

                  A Repair Invoice will be issued for every "In-Warranty and
                  Out-of-Warranty Repair. Invoices for In-Warranty repair will
                  show a unit charge, and grand total of zero (0) dollars. ION
                  shall have no responsibility to repair or replace any
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                  Hardware that is not accompanied by a Repair Order that
                  includes an RMA or RMAX number.

9.3      CONTINUING AVAILABILITY

         A.       ION agrees to offer to sell to SBC for a period of two (2)
                  years after the Termination, Cancellation or expiration date
                  of this Agreement, or the discontinuance of any Materials
                  provided hereunder, functionally equivalent replacement parts
                  and technical support services ("Spare Parts").

         B.       ION shall provide SBC with advance written notice no later
                  that ninety (90) days prior to the discontinuance of the
                  manufacture or the provision of any Material(s) or Service(s).
                  SBC shall then have the right to purchase as much of ION's
                  remaining inventory of the discontinued Material(s) as SBC so
                  chooses.

9.4      DISASTER RECOVERY

         If any natural disaster or other emergency occurs whereby Materials and
         Services provided in connection with this Agreement are damaged and
         such condition materially affects SBC's ability to provide Services to
         its subscribers, ION agrees, at SBC's request, to assist SBC as
         follows:

         A.       ION will use commercially reasonable efforts to locate backup
                  or replacement Materials and to provide any necessary Service.

         B.       If Materials are available from ION's stock, ION will take
                  commercially reasonable efforts to attempt to ship replacement
                  Materials in a manner specified by SBC within twenty-four (24)
                  hours of receipt of SBC's request therefor.

         C.       When Materials required by SBC are not available from stock
                  for immediate shipment, ION agrees to pursue the following
                  alternative courses of action:

                  1.       Assist SBC in locating functionally equivalent
                           substitute Materials.

                  2.       Assist SBC by providing field technical personnel to
                           make temporary modifications and arrangements to
                           mitigate the effects of out-of-service conditions. If
                           requested by SBC, ION will document such efforts and
                           associated charges.

                           Charges for replacement Materials shall be determined
                           based on the prices set forth on Appendix B. Services
                           shall be provided on a time and materials basis.
                           Additional charges, if any, for overtime and use of
                           premium transportation as authorized by SBC as
                           necessary to alleviate the
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                           out-of-service conditions shall be included as a
                           separate item on the invoice.

                           ION will make available the individual whose title,
                           phone number and location are listed below to provide
                           assistance and information on a twenty-four (24) hour
                           basis for all of its support service described above:

                           Bob D'Amico, Vice President of Operations
                           ION Networks, Inc.
                           1551 So. Washington Ave
                           Piscataway, NJ 08854
                           Telephone: 732-529-0006
                           Pager:     800-717-8016
                           Cell:      732-887-4740
                           Home:      609-279-0670
                           Hot Line:  800-722-8986

         D.       This Section shall not be construed to require ION to maintain
                  any inventories whatsoever, maintain any position of readiness
                  to perform in the future, or breach any of ION's contractual
                  obligations to third Parties.

ARTICLE X - SOFTWARE CLAUSES

10.1     STANDARD SOFTWARE


         Subject to the provisions in this Agreement and in the applicable Work
         Order:

         A.       ION hereby grants to SBC a nonexclusive, royalty-free, fully
                  paid-up, irrevocable, perpetual Enterprise-wide license to use
                  the Standard Software described in the applicable Order;

         B.       Any Software modification made by ION at the request and
                  expense of SBC shall be governed by the provisions of a
                  separate Work Order and by the Custom Software provisions of
                  this Agreement; and

         C.       ION does not transfer to SBC title to Standard Software.

10.2     STANDARD SOFTWARE LICENSE FEE

         The Standard Software license fee shall be specified in Appendix B, and
         shall not be less than ION's list price less the current applicable
         discount rate extended to SBC.
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10.3     THIRD PARTY SOFTWARE

         With and prior to execution of each Order, ION shall provide a written
         list all third-party Software that is part of the Software ordered by
         SBC or provided by ION.

10.4     PROGRAM MATERIALS

         A.       At no additional cost, ION shall provide SBC with two (2)
                  copies of the Program Materials (other than any source code,
                  unless the applicable Order includes source code) reasonably
                  necessary to enable SBC to adequately use such Software. ION
                  shall provide such Program Materials no later than the
                  originally scheduled Delivery Date.

         B.       SBC shall have the right to reproduce all Program Materials
                  and all machine-readable forms of the Software, provided that
                  such reproduction is made solely for SBC's use hereunder. Any
                  such reproductions shall include any copyright or similar
                  proprietary notices contained in the items being reproduced.

10.5     MODIFICATIONS

         SBC may not, in any way, alter, modify, add, or make other changes to
         Software provided hereunder, except with the express permission of ION.
         Any modification of the Software permitted by ION shall be made at
         SBC's own risk and expense. SBC may not employ a third party to perform
         alterations to Software unless such third party has entered into a
         nondisclosure agreement with ION. The conditions and charges, if any,
         for ION support of such modifications shall be subject to separate
         agreement between SBC and ION. The modified portion of the Software and
         any unmodified portion of the Software that is affected by the
         modifications shall not be considered "Standard Software", and ION
         shall have no responsibility to maintain or support such modified
         portion. Only those portions of Standard Software that have not been
         affected by the modifications shall be subject to the same terms,
         conditions, and limitations as if such Software were not modified.
         Title to any such addition or modification shall remain with ION.

10.6     DELIVERY OF SOFTWARE

         Software deliveries shall be made in the form mutually agreed to by the
         Parties, and may include electronic data exchange, U.S. Mail or a
         private carrier. Unless otherwise agreed to, ION shall deliver a disk
         containing a copy of the Software (and any subsequent releases or
         upgrades of the software).
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ARTICLE XI - WARRANTY CLAUSES

11.1     WARRANTY

         A.       For the units of Materials and Services purchased hereunder,
                  ION will provide its standard warranty having a one-year term
                  from the date when the Materials and Services have been
                  Delivered. The standard warranty is attached hereto as
                  Appendix H.

         B.       ION also warrants to SBC that any Services provided hereunder
                  will be performed in a first-class, professional manner, in
                  Material Compliance with the Specifications, and with the
                  care, skill, and diligence, and in accordance with the
                  applicable standards, currently recognized in ION's profession
                  or industry. If ION fails to meet applicable professional
                  standards, ION will, without additional compensation, promptly
                  correct or revise any errors or deficiencies in the Services
                  furnished hereunder.

         C.       ION represents and warrants that: there are no actions, suits,
                  or proceedings, pending or threatened, which will have a
                  material adverse effect on ION's ability to fulfill its
                  obligations under this Agreement; it will immediately notify
                  SBC if, during the term of this Agreement, ION becomes aware
                  of any action, suit, or proceeding, pending or threatened,
                  which may have a material adverse effect on ION's ability to
                  fulfill the obligations under this Agreement or any Order; it
                  has all necessary skills, rights, financial resources, and
                  authority to enter into this Agreement and related Orders and
                  to provide or license the Materials or Services, including
                  that the Materials and Services will not infringe any patent,
                  copyright, or other intellectual property; no consent,
                  approval, or withholding of objection is required from any
                  entity, including any governmental authority with respect to
                  the entering into or the performance of this Agreement or any
                  Order; the Materials and Services will be provided free of any
                  lien or encumbrance of any kind; it will be fully responsible
                  and liable for all acts, omissions, and work performed by any
                  of its representatives, including any subcontractor; that all
                  representatives, including subcontractors, will strictly
                  comply with the provisions specified in this Agreement; and it
                  will comply with the terms of this Agreement or Work Order,
                  including those specified in any Exhibits or Appendices
                  thereto.

         D.       If the Parties have identified a system on which Software will
                  operate, ION warrants that Software will perform on and be
                  compatible with such system and operate satisfactorily in the
                  system environment specified in the applicable Work Order.
                  System includes the Hardware, operating and application
                  Software, interfaces, and databases that interact with such
                  Software.

         E.       ION warrants that all Materials provided to SBC hereunder
                  shall be tested prior to Delivery to insure they are in
                  Material Compliance with the Specifications and that Materials
                  will not contain Harmful Code at any time. Testing will
                  include
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                  complete regression and interaction testing and load, unit,
                  and integration testing when applicable.

         F.       ION warrants that all Software and Firmware, including
                  embedded third party Software, which is licensed to SBC
                  hereunder prior to, during, or after the calendar year 2000,
                  includes or will include, by the date ION ships or installs
                  Materials, year 2000 capability. For the purpose of this
                  license, year 2000 capability means that the Software or
                  Firmware will:

                  1.       Read, compute, store, process, display and print data
                           involving dates, including single century and
                           multi-century formulas, and will not cause
                           computational, display, storage or other errors
                           resulting from the liability to accurately or
                           correctly handle dates, including year 2000 and
                           February 29, 2000;

                  2.       Include the indication of century in all date-related
                           user interface functionality, data fields, and
                           generated code; and

                  3.       Be interoperable with other Software used by SBC that
                           may deliver records to such Software and Firmware,
                           receive records from such Software and Firmware or
                           interact with such Software and Firmware in the
                           course of processing dates.

         G.       If at any time during the Warranty period for Materials or
                  Services SBC believes there is a breach of any warranty, SBC
                  will notify ION setting forth the nature of such claimed
                  breach. ION shall promptly investigate such claimed breach and
                  shall either 1) provide information satisfactory to SBC that
                  no breach of Warranty in fact occurred or 2) at no additional
                  charge to SBC, promptly to take such action as may be required
                  to correct such breach.

11.2     REPAIRS NOT COVERED UNDER WARRANTY

         After the expiration of the Warranty period, all repairs will be made
         on a time and materials basis. The applicable price for time and
         materials repairs will be listed in the then-current issue of ION's
         price list, less a 40% discount.

         A.       Performance of Work

                  1.       Except as otherwise provided in this Agreement, the
                           schedule for performance of Services, applicable to
                           each Order under this section shall be agreed upon by
                           ION and SBC and shall be set forth in each such
                           Order; however, in no event shall the Service
                           interval exceed fifteen (15) business days after such
                           receipt.
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                           (a)      In the event that ION exceeds the maximum
                                    repair interval, SBC shall have the right,
                                    without liability, to (i) Cancel such Order
                                    or (ii) extend such scheduled service date
                                    specified in the Order, subject, however, to
                                    the right to Cancel if Service is not made
                                    or performance is not completed by such
                                    extended date.

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

                  2.       ION shall furnish all labor, Services, tools,
                           Materials, parts, accessories, instruments and
                           equipment required to perform Services under this
                           section.

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

                  4.       Materials repaired by ION shall have the service
                           completion date stenciled or otherwise identified in
                           a permanent manner at a readily visible location on
                           the Materials. In addition, ION agrees to add any
                           other identification that might be requested by SBC.
                           Charges, if any, for such additional identification
                           marking shall be agreed upon by ION and SBC.

                  5.       Only new standard parts or parts of quality equal to
                           the original parts shall be used in refurbished
                           Materials or in effecting repairs. Parts that have
                           been replaced shall become ION's property. If a part
                           has been replaced, by definition it has been removed;
                           provided, however, that replaced parts shall, upon
                           request by SBC be available for inspection by SBC.
                           Parts that are installed in Materials as a part of
                           the repair process shall become the property of SBC.

                  6.       If Materials returned to ION for repair are
                           determined to be beyond repair, ION shall contact SBC
                           regarding disposition of such Materials. If requested
                           by SBC, ION shall take the necessary steps to dispose
                           of the unrepairable Materials and pay to SBC the
                           salvage value, if any. If requested by SBC, ION shall
                           return the Materials in "as-received" condition,
                           invoicing SBC only for freight charges associated
                           with the return of the Materials.
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         B.       Transportation

                  Unless SBC, provides written special shipping instructions,
                  upon completion of Services provided pursuant to this clause,
                  ION shall ship Materials using the lowest published common
                  carrier price (rail, truck or freight forwarder). ION agrees
                  to follow shipping instructions according to the "Shipping and
                  Packing" clause herein. ION agrees to place all prepaid
                  freight charges as a separate item on the invoice to be paid
                  by SBC. If requested by SBC, ION agrees to substantiate such
                  charges by providing SBC with the original freight bill or a
                  copy.

         C.       Risk of Loss

                  Except as otherwise provided in this Agreement, after receipt
                  of returned Material from the carrier selected by SBC to ship
                  the malfunctioning Material, ION shall assume the risk of loss
                  of or damage to such Material until the Material is delivered
                  to the carrier for shipment to SBC. SBC shall notify ION
                  promptly of any claim and shall cooperate with ION in every
                  reasonable way to facilitate the settlement of any such claim.

         D.       Invoices

                  1.       All invoices originated by ION for Services provided
                           pursuant to this clause must be clearly identified as
                           such, and must contain: (1) a reference to the Master
                           Agreement number of this Agreement (i.e. No.
                           00017432), (2) a reference to SBC's Order number for
                           these Services, (3) a reference to ION's RMA or RMAX
                           number, (4) a detailed description of Services
                           performed by ION, and the need therefor, and (5) an
                           itemized listing of parts and labor charges, if any.

                  2.       Shipping and routing instructions may be altered as
                           agreed by ION and SBC without written notice.

         E.       Warranty

                  1.       ION warrants to SBC that the repair Services shall be
                           performed in a fully workmanlike manner to the
                           satisfaction of SBC and in accordance with the
                           Specifications. ION further warrants that the
                           repaired or refurbished Materials shall be free from
                           defects in material and workmanship for a period of
                           ninety (90) days from the date the repaired or
                           refurbished Materials is Accepted by SBC. This
                           warranty shall survive inspection, acceptance and
                           payment.

                  2.       In the event that Materials repaired or refurbished
                           by ION is defective when returned to SBC, SBC shall
                           have the option of (1) returning the

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                           Materials to ION for Service, with risk of in-transit
                           loss or damage and freight charges to be borne by
                           ION, or (2) obtaining a full refund or credit for any
                           payment made therefor, plus freight charges paid for
                           its return.

ARTICLE XII - OTHER CLAUSES

12.1     LICENSES AND PATENTS

         Except as otherwise stated herein, no licenses, express or implied,
         under any patents, copyrights, trademarks, or other intellectual
         property rights are granted by either Party to the other under this
         Agreement.

12.2     INDEPENDENT CONTRACTOR

         ION hereby represents and warrants to SBC that:

         A.       ION is engaged in an independent business and will perform all
                  obligations under this Agreement as an independent contractor
                  and not as the agent or employee of SBC;

         B.       ION's personnel performing Services shall be considered solely
                  the employees of ION and not employees or agents of SBC;

         C.       ION has and retains the right to exercise full control of and
                  supervision over the performance of the Services and full
                  control over the employment, direction, assignment,
                  compensation, and discharge of all personnel performing the
                  Services;

         D.       ION is solely responsible for all matters relating to
                  compensation and benefits of all ION's personnel who perform
                  Services. This responsibility includes, but is not limited to,
                  (a) timely payment of compensation and benefits, including,
                  but not limited to, overtime, medical, dental, and any other
                  benefit, and (b) all matters relating to compliance with all
                  employer obligations to withhold employee taxes, pay employee
                  and employer taxes, and file payroll tax returns and
                  information returns under local, state, and federal income tax
                  laws, unemployment compensation insurance and state disability
                  insurance tax laws, and social security and Medicare tax laws,
                  and all other payroll tax laws or similar laws (all
                  collectively hereinafter referred to as "payroll tax
                  obligations") with respect to all ION personnel providing
                  Services.

12.3     INSIGNIA

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                             PROPRIETARY INFORMATION
                        Not for use or disclosure outside
                    SBC, ION, their affiliated and subsidiary
                companies, and their third party representatives
                        without prior written permission
<PAGE>
                                                   Master Agreement No. 00017432
                                                                   Page 46 of 64

         Upon SBC's written request, certain of SBC's trademarks, trade names,
         insignia, symbols, decorative designs, or other similar items
         (hereinafter "Insignia"), shall be properly affixed by ION to the
         Materials furnished at no additional cost to SBC. Such Insignia shall
         not be affixed, used, or otherwise displayed on the Materials without
         SBC's written approval. The manner in which such Insignia will be
         affixed must be approved in writing by SBC.

12.4     NOTICES

         Except as otherwise provided in this Agreement, or an applicable Order,
         all notices or other communications hereunder shall be deemed duly
         given when they are made in writing (1) on the day of delivery, when
         delivered in person during business hours, (2) on the following
         business day, if delivered by an overnight courier or similar delivery
         service, or (3) three business days after mailing, if deposited in the
         United States Mail, postage prepaid, return receipt requested. All
         notices and communications shall be addressed as follows:

         If to ION:        ION Networks, Inc.
                           1551 South Washington Ave.
                           Piscataway, NJ  08854
                           Attn.:   Jane Kaufman

         If to SBC:        SBC Services, Inc.
                           2600 Camino Ramon, Rm. 1E000W
                           San Ramon, Calif. 94583
                           Attn.: Remi Mullins Murphy, Senior Contract Manager

         The address to which notices or communications shall be delivered to
         either Party may be changed by written notice given by such Party to
         the other pursuant to this Section, entitled "Notices".

12.5     PUBLICITY

         ION shall not use SBC's name or any language, pictures, or symbols
         which could, in SBC's judgment, imply SBC's identity or endorsement by
         SBC or any of its employees in any (a) written, electronic, or oral
         advertising or presentation or (b) brochure, newsletter, book,
         electronic database, news release or other written material of whatever
         nature, without SBC's prior written consent (hereafter the terms in
         this section (a) and (b) shall be collectively referred to as
         "publicity matters"). ION will submit to SBC for written approval,
         prior to publication, all publicity matters that mention or display
         SBC's name and/or marks or contain language from which a connection to
         said name and/or marks may be inferred or implied.

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                             PROPRIETARY INFORMATION
                        Not for use or disclosure outside
                    SBC, ION, their affiliated and subsidiary
                companies, and their third party representatives
                        without prior written permission
<PAGE>
                                                   Master Agreement No. 00017432
                                                                   Page 47 of 64

12.6     ENTIRE AGREEMENT

         The terms contained in this Agreement, and any Orders, including all
         exhibits and subordinate documents attached to or referenced in the
         Agreement or any Orders, will constitute the entire integrated
         Agreement between ION and SBC with regard to the subject matter. The
         Agreement will supersede all prior oral and written communications,
         agreements, and understandings of the Parties, if any, with respect
         hereto.


                             Signature Page Follows


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                             PROPRIETARY INFORMATION
                        Not for use or disclosure outside
                    SBC, ION, their affiliated and subsidiary
                companies, and their third party representatives
                        without prior written permission

<PAGE>
                                                   Master Agreement No. 00017432
                                                                   Page 48 of 64

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



ION NETWORKS, INC.                        SBC SERVICES, INC.


By: /s/                                   By:/s/
   ---------------------------------         -----------------------------------

Name:                                     Name:
     -------------------------------           ---------------------------------

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

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


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                             PROPRIETARY INFORMATION
                        Not for use or disclosure outside
                    SBC, ION, their affiliated and subsidiary
                companies, and their third party representatives
                        without prior written permission