<PAGE>

                                                                   Exhibit 10.10

                     MASTER SERVICES AGREEMENT NO. SG021306

                                     BETWEEN

                         SYNCHRONOSS TECHNOLOGIES, INC.

                                       AND

                              CINGULAR WIRELESS LLC

                                       FOR

                                    SERVICES


                                        1

                             PROPRIETARY INFORMATION

    The information contained in this Agreement is not for use or disclosure
  outside CINGULAR, Supplier, their affiliated companies and their third party
  representatives, except under written Agreement by the contracting Parties.

Services

CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

<PAGE>

                                                                Agreement Number

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
ARTICLE I - PREAMBLE.......................................................    3
   1.1    Preamble and Effective Date......................................    3
   1.2    Scope of Agreement...............................................    3

ARTICLE II - DEFINITIONS...................................................    3

ARTICLE III - General Clauses..............................................    4
   3.1    Affiliate........................................................    4
   3.2    Amendments and Waivers...........................................    4
   3.3    Assignment.......................................................    4
   3.4    Cancellation and Termination.....................................    5
   3.5    Compliance with Laws.............................................    5
   3.6    Conflict of Interest.............................................    6
   3.7    Construction and Interpretation..................................    6
   3.8    Cumulative Remedies..............................................    6
   3.9    Delivery, Performance and Acceptance.............................    6
   3.10   Entire Agreement.................................................    6
   3.11   Force Majeure....................................................    7
   3.12   Governing Law....................................................    7
   3.13   Indemnity........................................................    7
   3.14   Information......................................................    8
   3.15   Infringement of Third Party Intellectual Property Rights.........    9
   3.16   Insurance........................................................    9
   3.17   Dispute Resolution...............................................   10
   3.18   Invoicing and Payment............................................   11
   3.19   Licenses and Patents.............................................   11
   3.20   Limitation of Liability..........................................   11
   3.21   Most Favored Customer............................................   11
   3.22   Minority/Woman/Disabled Veteran-owned Business Enterprises ("MBE
          /WBE/DVBE") (and Appendices).....................................   12
   3.23   Non-Exclusive Market.............................................   12
   3.24   Notices..........................................................   12
   3.25   Publicity........................................................   13
   3.26   Records and Audits...............................................   13
   3.27   Severability.....................................................   13
   3.28   Survival of Obligations..........................................   14
</TABLE>


                                        i

                             PROPRIETARY INFORMATION

    The information contained in this Agreement is not for use or disclosure
  outside CINGULAR, Supplier, their affiliated companies and their third party
  representatives, except under written Agreement by the contracting Parties.

Services

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

<PAGE>

                                                       Agreement Number SG021306

<TABLE>
<S>                                                                           <C>
   3.29   Taxes............................................................   14
   3.30   Term of Agreement................................................   14
   3.31   Warranty.........................................................   14
   3.32   Work Orders......................................................   15

ARTICLE IV - SPECIAL TERMS.................................................   16
   4.1    Access...........................................................   16
   4.2    Background Check.................................................   17
   4.3    Independent Contractor...........................................   18
   4.4    Work Done By Others..............................................   17
   4.5    Cingular Corporate Information Security Policy, Compliance by
          Business Partners, Vendors, Contractors..........................   18
</TABLE>


                                       ii

                             PROPRIETARY INFORMATION

    The information contained in this Agreement is not for use or disclosure
  outside CINGULAR, Supplier, their affiliated companies and their third party
  representatives, except under written Agreement by the contracting Parties.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.
<PAGE>

                                                       Agreement Number SG021306

ARTICLE I - PREAMBLE

1.1 PREAMBLE AND EFFECTIVE DATE

This Master Services Agreement ("Agreement") effective as of September 1, 2005
("Effective Date"), is between SYNCHRONOSS TECHNOLOGIES, INC., on behalf of
itself its subsidiaries and it's Affiliates (as defined below) a Delaware
corporation with offices at 1525 Valley Center Parkway, Bethlehem, Pennsylvania
18017 (hereinafter referred to as "Supplier"), and CINGULAR WIRELESS LLC, a
Delaware limited liability company, having an office and place of business at
5565 Glenridge Connector, Atlanta, Georgia 30342, on behalf of itself and its
Affiliates (hereinafter referred to as "CINGULAR"), each of which may be
referred to in the singular as "Party" or in the plural as "Parties."

1.2 SCOPE OF AGREEMENT

During the term of this Agreement, CINGULAR may authorize Supplier to perform
work as specified in orders ("Orders") issued by CINGULAR to Supplier. Supplier
will be subject to the terms and conditions contained in each Order and Supplier
will perform those services in accordance with the terms of the Order and this
Agreement. Pricing shall be based on those rates negotiated for each Order.

ARTICLE II - DEFINITIONS

2.1 "AFFILIATE" means (1) a company, whether incorporated or not, which owns,
directly or indirectly, a forty percent (40%) interest in either Party (a
"parent company"), and (2) a company, whether incorporated or not, in which a
five percent (5%) or greater interest is owned, either directly or indirectly,
by: (i) either Party or (ii) a parent company.

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

2.3 "INFORMATION" means all ideas, discoveries, concepts, know-how, trade
secrets, techniques, designs, Specifications, drawings, sketches, models,
manuals, samples, tools, computer programs, technical information, and other
confidential business, customer or personnel information or data, whether
provided orally, in writing, or through electronic or other means.

2.4 "LIABILITY" means all losses, damages, expenses, costs, penalties, fines and
fees, including reasonable attorneys' fees, arising from or incurred in
connection with a claim or cause of action related to performance or omission of
acts under this Agreement or any Order, including, but not limited to, claims or
causes of actions brought by third parties.

2.5 "ORDER" means such purchase orders, work orders, forms, memoranda or other
written communications as may be delivered to Supplier for the purpose of
ordering Services hereunder.

2.6 "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, and programming. The term "Service" shall also
include any Material, including any Documentation, provided by Supplier in
connection with providing the Services.


                                       3

                             PROPRIETARY INFORMATION

The information contained in this Agreement is not for use or disclosure outside
      CINGULAR, Supplier, their affiliated companies, and their third party
   representatives, except under written Agreement by the contracting Parties.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

<PAGE>

                                                       Agreement Number SG021306

2.7 "SPECIFICATIONS" mean (i) Supplier's applicable Specifications and
descriptions, including any warranty statements, and (ii) CINGULAR's
requirements, Specifications, and descriptions specified in, or attached to,
this Agreement or an applicable Order, which shall control over an inconsistency
with Supplier's Specifications and descriptions.

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

2.9 "WORK" means all Material and Services, collectively, that Supplier is
supplying pursuant to Orders placed under this Agreement.

ARTICLE III - GENERAL CLAUSES

3.1 AFFILIATE

Supplier agrees that an Affiliate may place Orders with Supplier, which
incorporate the terms and conditions of this Agreement, and that the term
"CINGULAR" shall be deemed to refer to an Affiliate when an Affiliate places an
Order with Supplier under this Agreement. 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 CINGULAR to indemnify Supplier, or to otherwise
be responsible, for any acts or omissions of an Affiliate, nor shall anything in
this Agreement be construed as requiring an Affiliate to indemnify Supplier, or
to otherwise be responsible, for the acts or omissions of CINGULAR.

3.2 AMENDMENTS AND WAIVERS

This Agreement and any Orders placed hereunder may be amended or modified only
by a written document signed by the authorized representative of the Party
against whom enforcement is sought; provided that CINGULAR may, at any time,
make changes to the scope of Work, and Supplier shall not unreasonably withhold
or condition its consent. An equitable adjustment shall be made if such change
substantially affects the time of performance or the cost of the Work to be
performed under this Agreement. Such cost adjustment shall be made on the basis
of the actual cost of the Work, unless otherwise agreed in writing. 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.

3.3 ASSIGNMENT

Neither Party may assign, delegate, subcontract or otherwise transfer its rights
or obligations under this Agreement, except with the prior written consent of
the other Party, which consent will not be unreasonably withheld; provided,
however, that CINGULAR will have the right to assign this Agreement to any
Affiliate without securing the consent of Supplier, and both Parties may assign
their respective right to receive money due hereunder. Any attempted assignment
or transfer not consented to in writing, except for an assignment to receive
money due hereunder, will be void. It is expressly agreed that any assignment of
money will be void if (i) the assignor fails to give the non-assigning Party at
least thirty (30) days prior written notice, or (ii) the assignment imposes or
attempts to impose upon the non-assigning Party additional costs or obligations
in addition to the payment of


                                        4

                             PROPRIETARY INFORMATION

The information contained in this Agreement is not for use or disclosure outside
      CINGULAR, Supplier, their affiliated companies, and their third party
   representatives, except under written Agreement by the contracting Parties.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

<PAGE>

                                                       Agreement Number SG021306

such money, or (iii) the assignment attempts to preclude CINGULAR from dealing
solely and directly with Supplier in all matters pertaining to this Agreement,
or (iv) the assignment denies, alters or attempts to alter any of the
non-assigning Party's rights hereunder.

3.4 CANCELLATION AND TERMINATION

a.   Cancellation:

     1.   If either Party fails to cure a material default under this Agreement
          or applicable Order within *** after written notice, 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.
          Notwithstanding the foregoing, if the material default is a breach of
          the Compliance with Laws Section of this Agreement, the Party not in
          default may, upon providing written notice, cancel the Agreement ***.
          Additional provisions for Cancellation of Orders hereunder are set
          forth in this Agreement.

     2.   If Supplier is the Party in default, CINGULAR may Cancel any Orders
          which may be affected by Supplier's default without any financial
          obligation or Liability on the part of CINGULAR whatsoever, except to
          pay for the value of any Material and/or Services retained by
          CINGULAR.

b.   Termination:

     CINGULAR may Terminate this Agreement or any Order, in whole or in part, at
     any time, upon written notice to Supplier. In such event, or if Supplier
     Cancels this Agreement or any Order as a result of CINGULAR's failure to
     cure a material default, CINGULAR shall pay Supplier its actual and direct
     costs incurred to provide the Material and Services ordered by CINGULAR,
     but no more than a percentage of the Services performed or Material
     Delivered, less reimbursements. If requested, Supplier agrees to
     substantiate such costs with proof satisfactory to CINGULAR. In no event
     shall CINGULAR's Liability exceed the price of any Material or Services
     ordered hereunder. After the receipt of CINGULAR's payment for any
     Services, Supplier shall deliver the physical embodiments, if any, of such
     Services. The foregoing statement of CINGULAR's Liability states the entire
     Liability of CINGULAR and Supplier's sole remedy for CINGULAR's Termination
     for convenience, or Supplier's Cancellation for material default.

c.   Partial Cancellation and Termination:

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

3.5 COMPLIANCE WITH LAWS

Supplier shall comply with all applicable federal, state, county, and local
rules, including, without limitation, all statutes, laws, ordinances,
regulations and codes ("Laws"). Supplier's obligation to comply with all Laws
includes the procurement of permits, certificates, approvals, inspections and
licenses, when needed, in the performance of this Agreement. Supplier further
agrees to comply with all applicable Executive and Federal regulations as set
forth in "Executive Orders and Federal Regulations," a copy of which is attached
as Appendix 3.5 and by this reference made a part of this Agreement. Supplier
shall defend, indemnify and hold CINGULAR harmless from and against any
Liability that may be sustained by reason of Supplier's failure to comply with
this Section.


                                       5

                             PROPRIETARY INFORMATION

The information contained in this Agreement is not for use or disclosure outside
      CINGULAR, Supplier, their affiliated companies, and their third party
   representatives, except under written Agreement by the contracting Parties.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

<PAGE>

                                                       Agreement Number SG021306

3.6 CONFLICT OF INTEREST

Supplier represents and warrants that no officer, director, employee, or agent
of CINGULAR 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 Supplier or any of Supplier's officers, directors, 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.

3.7 CONSTRUCTION AND INTERPRETATION

a.   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.

b.   Article, section and 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 and
     vice versa. Except as otherwise specified, Supplier's price for Material
     and Services includes the price for all related Material or Services
     necessary for CINGULAR to use the Material and/or Services for its intended
     purpose, as well as all other Supplier obligations under this Agreement.
     All obligations and rights of the Parties are subject to modification as
     the parties may specifically provide in an Order. "Services" and "Software"
     shall be treated as "goods" for purposes of applying the provisions of the
     Uniform Commercial Code ("UCC"). If there is an inconsistency or conflict
     between the terms in this Agreement and in an Order, the terms in the Order
     shall take precedence.

3.8 CUMULATIVE REMEDIES

Except as 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.

3.9 DELIVERY, PERFORMANCE AND ACCEPTANCE

Services performed by Supplier shall be deemed to be accepted by CINGULAR when
Services are performed to CINGULAR's satisfaction. Payments, including progress
payments, if any, shall not be construed as Acceptance of Services performed up
to the time of such payments. CINGULAR shall notify Supplier of any Services
considered to be unsatisfactory. Supplier shall, at no charge to CINGULAR, take
prompt action to correct such unsatisfactory Services. If such unsatisfactory
Services have not been corrected within a reasonable time (not to exceed ***
from date of notification), CINGULAR may, in addition to all other rights and
remedies provided by law or this Agreement, Cancel this Agreement and/or any
affected Order.

3.10 ENTIRE AGREEMENT

a.   The terms contained in this Agreement and in any Orders, including all
     exhibits, appendices and subordinate documents attached to or referenced in
     this Agreement or in any Orders, constitute the entire integrated Agreement
     between Supplier and CINGULAR with regard to the subject


                                       6

                             PROPRIETARY INFORMATION

The information contained in this Agreement is not for use or disclosure outside
      CINGULAR, Supplier, their affiliated companies, and their third party
   representatives, except under written Agreement by the contracting Parties.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

<PAGE>

                                                       Agreement Number SG021306

     matter contained herein. This Agreement supercedes all prior oral and
     written communications, agreements and understandings of the Parties, if
     any, with respect hereto. Acceptance of Material or Services, payment or
     any inaction by CINGULAR, shall not constitute CINGULAR's consent to or
     Acceptance of any additional or different terms from those stated in this
     Agreement, except for terms in an Order inserted by CINGULAR and signed by
     both Parties. Estimates furnished by CINGULAR are for planning purposes
     only and shall not constitute commitments. Supplier covenants never to
     contend otherwise.

b.   No oral promises or statement have induced either Party to enter into this
     Agreement, and the Parties agree that the Agreement's express language may
     only be modified or amended through a subsequent written document signed by
     the Parties.

3.11 FORCE MAJEURE

a.   Neither Party shall be deemed in default of this Agreement or any 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 or strikes ("Force Majeure").

b.   If any Force Majeure condition affects Supplier's ability to perform,
     Supplier shall give immediate notice to CINGULAR, and CINGULAR may elect to
     either: (i) Terminate the affected Order(s) or any part thereof, (ii)
     suspend the affected Order(s) or any part thereof for the duration of the
     Force Majeure condition, with the option to obtain Material and Services to
     be furnished under such Order(s) elsewhere, and deduct from any commitment
     under such Order(s), the quantity of the Material and Services obtained
     elsewhere or for which commitments have been made elsewhere, or (iii)
     resume performance under such Order(s) once the Force Majeure condition
     ceases, with an option in CINGULAR to extend any affected Delivery Date for
     the length of time that the Force Majeure condition existed. Unless
     CINGULAR gives written notice within thirty (30) days after being notified
     of the Force Majeure condition, option (ii) shall be deemed selected.

3.12 GOVERNING LAW

This Agreement and performance hereunder shall be governed by the Laws of the
State of Georgia, exclusive of its choice of law provisions.

3.13 INDEMNITY

TO THE FULLEST EXTENT PERMITTED BY LAW, SUPPLIER SHALL DEFEND, INDEMNIFY AND
HOLD HARMLESS CINGULAR AND ITS AFFILIATES (INCLUDING THEIR EMPLOYEES, OFFICERS,
DIRECTORS, AGENTS AND CONTRACTORS) AGAINST ANY LIABILITY ARISING FROM OR
INCIDENTAL TO SUPPLIER'S OBLIGATIONS UNDER THIS AGREEMENT OR THE MATERIAL OR
SERVICES PROVIDED BY SUPPLIER, INCLUDING (i) INJURIES TO PERSONS, INCLUDING
DEATH OR DISEASE, (ii) DAMAGES TO PROPERTY, INCLUDING THEFT, (iii) SUPPLIER'S
FAILURE TO COMPLY WITH ALL LAWS, AND (iv) LIENS ON CINGULAR'S PROPERTY.

b.   IT IS THE INTENT OF THE PARTIES THAT THIS INDEMNITY APPLY REGARDLESS OF
     WHETHER OR NOT SUCH LIABILITY WAS CAUSED IN PART BY CINGULAR'S OWN
     NEGLIGENCE OR THAT OF THE OTHER PARTIES INDEMNIFIED UNDER THIS SECTION,
     EXCLUDING ONLY ANY LIABILITY ARISING FROM THE SOLE NEGLIGENCE OF CINGULAR.
     THIS INDEMNITY SHALL SURVIVE THE DELIVERY, INSPECTION AND ACCEPTANCE OF THE
     MATERIAL OR SERVICES AND THE CANCELLATION, TERMINATION OR EXPIRATION OF
     THIS AGREEMENT.


                                       7

                             PROPRIETARY INFORMATION

The information contained in this Agreement is not for use or disclosure outside
      CINGULAR, Supplier, their affiliated companies, and their third party
   representatives, except under written Agreement by the contracting Parties.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

<PAGE>

                                                       Agreement Number SG021306

CINGULAR shall notify Supplier within a reasonable period of time of any written
claim, demand, notice or legal proceedings ("Claim") for which Supplier may be
responsible under this indemnity obligation. A delay in notice shall not relieve
Supplier of its indemnity obligation, except to the extent Supplier can show it
was prejudiced by the delay.

c.   Supplier shall assume, at its expense, the sole defense of the Claim
     through counsel selected by Supplier and shall keep CINGULAR fully informed
     as to the progress of such defense. Upon reasonable request of Supplier and
     at Supplier's expense, CINGULAR shall cooperate with Supplier in the
     defense of the Claim. At its option and expense, CINGULAR may retain or use
     separate counsel to represent it, including in-house counsel. Supplier
     shall maintain control of the defense, except that if the settlement of a
     Claim would adversely affect CINGULAR, Supplier may settle the Claim as to
     CINGULAR only with its consent, which consent shall not be withheld or
     delayed unreasonably. Supplier shall pay the full amount of any judgment,
     award or settlement with respect to the Claim and all other expenses
     related to the resolution of the Claim, including costs, interest and
     reasonable attorneys' fees. If CINGULAR is required to take any action to
     enforce its indemnity rights under this Agreement, or to assume the defense
     of any Claim for which it is entitled to receive an indemnity under this
     Agreement, because of Supplier's failure to promptly assume such defense,
     then CINGULAR may also recover from Supplier any reasonable attorneys' fees
     (including cost of in-house counsel at market rates for attorneys of
     similar experience) and other costs of enforcing its indemnity rights or
     assuming such defense.

Supplier agrees not to implead or bring any action against CINGULAR or
CINGULAR's employees based on any claim by any person for personal injury or
death that occurs in the course or scope of employment of such person by
Supplier and relates to Supplier's performance under this Agreement.

3.14 INFORMATION

a.   Information furnished by CINGULAR.

     1.   Any Information furnished to Supplier in connection with this
          Agreement, including Information provided under a separate
          Non-Disclosure prior to executing this Agreement, shall remain
          CINGULAR's property. Unless such Information was previously known to
          Supplier free of any obligation to keep it confidential, or has been
          or is subsequently made public by CINGULAR or a third party, without
          violating a confidentiality obligation, it shall be kept confidential
          by Supplier, shall be used only in performing under this Agreement,
          and may not be used for other purposes, except as may be agreed upon
          between Supplier and CINGULAR in writing. Supplier is granted no
          rights or license to such Information. All copies of such Information,
          in written, graphic or other tangible form, shall be returned to
          CINGULAR upon the earlier of (i) CINGULAR's request or (ii) upon
          Termination, Cancellation, or expiration of this Agreement. All copies
          of such Information in intangible form, such as electronic records,
          including electronic mail, shall be destroyed upon the earlier of (i)
          CINGULAR's request or (ii) upon Termination, Cancellation, or
          expiration of this Agreement, and Supplier shall certify to CINGULAR
          the destruction of all intangible copies of such Information.

b.   Information furnished by Supplier.

     Any Information furnished to CINGULAR under this Agreement shall remain
     Supplier's property. No Information furnished by Supplier to CINGULAR in
     connection with this Agreement shall be considered to be confidential or
     proprietary unless it is conspicuously marked as such. If Supplier provides
     CINGULAR with any proprietary or confidential Information, which is
     conspicuously marked, CINGULAR shall use the same degree of care to prevent
     its disclosure to others as CINGULAR uses with respect to its own
     proprietary or confidential Information. Notwithstanding the preceding
     sentences, no installation, operation, repair, or maintenance Information
     of Supplier


                                       8

                             PROPRIETARY INFORMATION

The information contained in this Agreement is not for use or disclosure outside
      CINGULAR, Supplier, their affiliated companies, and their third party
   representatives, except under written Agreement by the contracting Parties.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

<PAGE>

                                                       Agreement Number SG021306

     that pertain to the Material and Services that are the subject of this
     Agreement shall be considered to be proprietary or confidential, and
     CINGULAR may disclose such Information to others for the purpose of
     installing, operating, repairing, replacing, removing and maintaining the
     Material for which it was initially furnished.

c.   Nothing in this Agreement shall prevent either party from disclosing the
     other party's name or Information pursuant to any court order, lawful
     requirement of a governmental agency or when disclosure is required by
     operation of law (including disclosures pursuant to any applicable
     securities laws and regulations).

3.15 INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS

a.   Supplier agrees to defend, indemnify and hold CINGULAR harmless from and
     against any Liability, including increased damages for willful
     infringement, that may result by reason of any infringement, or claim of
     infringement, of any trade secret, patent, trademark, copyright or other
     proprietary interest of any third party based on the normal use or
     installation of any Material or Services furnished to CINGULAR.

b.   Supplier agrees to defend or settle, at its' own expense, any action or
     suit for which it is responsible under this Section. CINGULAR agrees to
     notify Supplier promptly of any claim of infringement and cooperate in
     every reasonable way to facilitate the defense. Supplier shall afford
     CINGULAR, at its own expense and with counsel of CINGULAR's choice, an
     opportunity to participate on an equal basis with Supplier in the defense
     or settlement of any such claim.

3.16 INSURANCE

a.   With respect to performance hereunder, and in addition to Supplier's
     obligation to indemnify, Supplier 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:

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

c.   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.

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

e.   If use of a motor vehicle is required, Automobile Liability insurance with
     minimum limits of $2,000,000 combined single limits per occurrence for
     bodily injury and property damage, which coverage shall extend to all
     owned, hired and non-owned vehicles.

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

g.   A certificate of insurance stating the types of insurance and policy limits
     provided the Supplier must be received prior to commencement of any Work.
     If a certificate is not received,


                                       9

                             PROPRIETARY INFORMATION

The information contained in this Agreement is not for use or disclosure outside
      CINGULAR, Supplier, their affiliated companies, and their third party
   representatives, except under written Agreement by the contracting Parties

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

<PAGE>

                                                       Agreement Number SG021306

     Supplier hereby authorizes CINGULAR, and CINGULAR may, but is not required
     to, obtain insurance on behalf of Supplier as specified herein. CINGULAR
     will either invoice Supplier for the costs incurred to so acquire insurance
     or will reduce by an applicable amount any amount owed to Supplier.

h.   The cancellation clause on the certificate of insurance will be amended to
     read as follows:

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

i.   The Supplier 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.

3.17 DISPUTE RESOLUTION

a.   EXCLUSIVE PROCEDURE. Any dispute arising out of or relating to this
     Agreement shall be resolved in accordance with the procedures specified in
     this Section 3.17, which, notwithstanding the parties' right to seek
     injunctive relief, shall be the sole and exclusive procedures for the
     resolution of any such disputes.

b.   NEGOTIATION BETWEEN EXECUTIVES. Before resorting to other remedies
     available to them, the parties shall attempt in good faith to resolve any
     dispute arising out of or relating to this Agreement promptly by
     negotiation between executives who have authority to settle the controversy
     and who are at a higher level of management than the persons with direct
     responsibility for administration of this Agreement. Any party may give the
     other party written notice of any dispute not resolved in the normal course
     of business. Within *** after delivery of the notice, the receiving party
     shall submit to the other a written response. The notice and the response
     shall include (a) a statement of each party's position and a summary of
     arguments supporting that position, and (b) the name and title of the
     executive who will represent that party and of any other person who will
     accompany the executive. Within *** after delivery of the disputing party's
     notice, the executives of both parties shall meet at a mutually acceptable
     time and place, and thereafter as often as they reasonably deem necessary,
     to attempt to resolve the dispute. All reasonable requests for information
     made by one party to the other will be honored.

c.   NON-BINDING MEDIATION. If the dispute has not been resolved by negotiation
     as provided herein, the parties shall endeavor to settle the dispute by
     mediation under the then current Center for Public Resources ("CPR") Model
     Procedure for Mediation of Business Disputes. The neutral third party will
     be selected from the CPR Panel of Neutrals, with the assistance of CPR,
     unless the parties agree otherwise.

d.   LITIGATION. If a dispute has not been resolved by non-binding means as
     provided herein within *** of the initiation of such procedures, either
     party may initiate litigation; provided, however, that if one party has
     requested the other to participate in a non-binding procedure and the other
     has failed to participate, the requesting party may initiate litigation
     before the expiration of the *** period.

e.   CONFIDENTIAL NEGOTIATIONS. All negotiations pursuant to this section 3.17
     are confidential and shall be treated as compromise and settlement
     negotiations for purposes of applicable rules of evidence.


                                       10

                             PROPRIETARY INFORMATION

The information contained in this Agreement is not for use or disclosure outside
      CINGULAR, Supplier, their affiliated companies, and their third party
   representatives, except under written Agreement by the contracting Parties.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

<PAGE>

                                                       Agreement Number SG021306

f.   OBLIGATION TO CONTINUE PERFORMANCE. Each party is required to continue to
     perform its obligations under this contract pending final resolution of any
     dispute arising out of or relating to this Agreement.

3.18 INVOICING AND PAYMENT

a.   Except as otherwise specified in an Order, Supplier shall render an invoice
     in duplicate, in arrears on a monthly basis or as otherwise agreed by the
     Parties. The invoice shall specify in detail (i) Material and/or Services
     provided, (ii) associated fees, (iii) whether any item is taxable and the
     amount of tax per item, (iv) shipping charges, and (v) total amount due.
     The invoice shall also reference the purchase order number and the Order
     number. CINGULAR shall pay Supplier within *** of the date of receipt of
     the invoice in accordance with the prices set forth in this Agreement or in
     the applicable Order. Payment for Material or Services not conforming to
     the Specifications, and portions of any invoice in dispute, may be withheld
     by CINGULAR until such nonconformance or dispute has been resolved. If
     CINGULAR disputes any invoice rendered or amount paid, CINGULAR shall so
     notify Supplier. The Parties shall use their best efforts to resolve
     invoicing and payment disputes expeditiously. Invoices received by CINGULAR
     more than *** after the provision of Material or performance of Services
     are untimely and CINGULAR shall have no obligation to pay such invoices.

b.   All claims for money due or to become due from CINGULAR will be subject to
     deduction by CINGULAR for any setoff counterclaim for money due or to
     become due from Supplier, whether under this Agreement or otherwise.
     Supplier shall pay any amount due to CINGULAR that is not so applied
     against Supplier's invoices for any reason to CINGULAR within *** after
     written demand by CINGULAR.

c.   Supplier agrees to accept standard, commercial methods of payment and
     evidence of payment obligation including, but not limited to, credit card
     payments, purchasing card payments, CINGULAR's purchase orders and
     electronic fund transfers in connection with the purchase of the Material
     and Services.

3.19 LICENSES AND PATENTS

     No licenses express or implied, under any patents, copyrights, trademarks
     or other intellectual property rights are granted by CINGULAR to Supplier
     under this Agreement.

3.20 LIMITATION OF LIABILITY

     In no event shall either party be liable to the other for consequential,
     incidental, special or punitive damages, or for loss of revenue or profit
     in connection with the performance or failure to perform this Agreement,
     regardless of whether such Liability arises from breach of contract, tort
     or any other theory of Liability. With the exception of indemnity
     obligations, payment obligations, failure to comply with law, or
     intentional misconduct, in no event shall either party's direct damages
     hereunder exceed $***.

3.21 MOST FAVORED CUSTOMER

Supplier represents and warrants that all prices, benefits, warranties, and
other terms and conditions in this Agreement, considered as a whole, are and
will continue to be during the term of this Agreement no less favorable than
those currently being offered or which will be offered by Supplier to any of its
similarly situated customers for substantially the same services and volumes.
Supplier shall review and have an officer of its Company certify its compliance
with this Section to CINGULAR ***.


                                       11

                             PROPRIETARY INFORMATION

The information contained in this Agreement is not for use or disclosure outside
      CINGULAR, Supplier, their affiliated companies, and their third party
   representatives, except under written Agreement by the contracting Parties.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

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                                                       Agreement Number SG021306

This certification shall be sent to CINGULAR's representative listed under the
Section called "Notices."

3.22 MINORITY/WOMAN/DISABLED VETERAN-OWNED BUSINESS ENTERPRISES ("MBE/WBE/DVBE")
     (AND APPENDICES)

a.   Supplier commits to goals for the participation of M/WBE and DVBE firms (as
     defined in the Section entitled "MBE/WBE/DVBE Cancellation Clause") as
     follows: TEN PERCENT (10%) ANNUAL MBE PARTICIPATION; TEN PERCENT (10%)
     ANNUAL WBE PARTICIPATION; and TWO PERCENT (2%) ANNUAL DVBE PARTICIPATION.
     These goals apply to all annual expenditures by any entity pursuant to this
     Agreement with Supplier.

b.   Supplier MBE/WBE/DVBE participation may be achieved through cost of goods
     content, contract specific subcontracting or the use of value-added
     resellers. The participation levels identified above will be renegotiated
     to comply with any regulatory requirements imposed on CINGULAR.

c.   Attached hereto and incorporated herein as Appendix 3.22(a) is Supplier's
     completed Participation Plan outlining its M/WBE-DVBE goals and specific
     and detailed plans to achieve those goals. Supplier will submit an updated
     Participation Plan annually by the first week in January. Supplier will
     submit M/WBE-DVBE Results Reports quarterly by the end of the first week
     following the close of each quarter, using the form attached hereto and
     incorporated herein as Appendix 3.22(b). Participation Plans and Results
     Reports will be submitted to the Prime Supplier Results Manager.

3.23 NON-EXCLUSIVE MARKET

It is expressly understood and agreed that this Agreement does not grant
Supplier an exclusive privilege to provide to CINGULAR any or all Material and
Services of the type described in this Agreement, nor does it require CINGULAR
to purchase or license any Material or Services. It is understood, therefore,
that CINGULAR may contract with other manufacturers and suppliers for the
procurement or trial of comparable Material and Services and that CINGULAR may
itself perform the Services described herein.

3.24 NOTICES

a.   Except as otherwise provided in this Agreement or an applicable Order, all
     notices or other communications hereunder shall be deemed to have been duly
     given when made in writing and either (i) delivered in person, or (ii) when
     received, if provided by an overnight or similar delivery service, or (iii)
     when received, if deposited in the United States Mail, postage prepaid,
     return receipt requested, and addressed as follows:

     To: Synchronoss Technologies, Inc.
         750 Route 202 South, Sixth Floor
         Bridgewater, NJ 08807
         ***

         Copy to

         Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
         610 Lincoln Street
         Waltham, Massachusetts 02451
         Attention: ***


                                       12

                             PROPRIETARY INFORMATION

The information contained in this Agreement is not for use or disclosure outside
      CINGULAR, Supplier, their affiliated companies, and their third party
   representatives, except under written Agreement by the contracting Parties.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

<PAGE>

                                                       Agreement Number SG021306

     To: Cingular Wireless LLC
         5565 Glenridge Connector
         Atlanta, Georgia 30342
         ***

         Copy to

         Cingular Wireless LLC
         5565 Glenridge Connector
         Atlanta, Georgia 30342
         Attn: ***

b.   The address to which notices or communications may be given by either Party
     may be changed by written notice given by such Party to the other pursuant
     to this Section.

3.25 PUBLICITY

Supplier shall not use CINGULAR's or its Affiliates' names or any language,
pictures, trademarks, service marks or symbols which could, in CINGULAR's
judgment, imply CINGULAR's or its Affiliates' identity or endorsement by
CINGULAR, its Affiliates or any of its employees in any (i) written, electronic
or oral advertising or presentation or (ii) brochure, newsletter, book,
electronic database or other written matter of whatever nature, without
CINGULAR's prior written consent (hereafter the terms in subsections (i) and
(ii) of this Section shall be collectively referred to as "Publicity Matters").
Supplier will submit to CINGULAR for written approval, prior to publication, all
Publicity Matters that mention or display CINGULAR's or its Affiliates' names,
trademarks or service marks, or that contain any symbols, pictures or language
from which a connection to said names or marks may be inferred or implied.

3.26 RECORDS AND AUDITS

Supplier agrees that it will:

a.   Maintain complete and accurate records related to the Material and Services
     provided by Supplier to CINGULAR, including records of all amounts billable
     to and payments made by CINGULAR 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 Material and Services;

c.   Provide reasonable supporting documentation to CINGULAR concerning any
     disputed invoice amount within *** after receipt of written notification of
     such dispute; and,

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

3.27 SEVERABILITY

If any provision of this Agreement is held 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


                                       13

                             PROPRIETARY INFORMATION

The information contained in this Agreement is not for use or disclosure outside
      CINGULAR, Supplier, their affiliated companies, and their third party
   representatives, except under written Agreement by the contracting Parties.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

<PAGE>

                                                       Agreement Number SG021306

provision(s), and the rights and obligations of Supplier and CINGULAR will be
construed and enforced accordingly.

3.28 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, but not limited to, those in the Sections entitled
"Compliance with Laws", "Infringement of Third Party Intellectual Property
Rights", "Indemnity", "Publicity", "Severability", "Information", "Independent
Contractor" and "Warranty" will survive the Termination, Cancellation or
expiration of this Agreement.

3.29 TAXES

a.   Supplier may invoice CINGULAR the amount of any federal excise taxes or
     state or local sales taxes imposed upon the sale of Material or provision
     of Services as separate items, if applicable, listing the taxing
     jurisdiction imposing the tax. Installation, labor and other non-taxable
     charges must be separately stated. CINGULAR agrees to pay all applicable
     taxes to Supplier, which are stated on, and at the time the Material or
     Service invoice is submitted by Supplier. Supplier agrees to remit taxes to
     the appropriate taxing authorities. Supplier agrees that it will honor
     properly prepared retail sales tax exemption certificates, which CINGULAR
     may submit, pursuant to the relevant Sales/Use tax provisions of the taxing
     jurisdictions.

3.30 TERM OF AGREEMENT

a.   This Agreement is effective on September 1, 2005, and shall continue in
     effect unless Terminated or Canceled by either party as provided in this
     Agreement. The Parties may extend the term of this Agreement by mutual
     agreement in writing.

b.   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.

3.31 WARRANTY

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

b.   Supplier represents and warrants that:

     1.   There are no actions, suits, or proceedings, pending or threatened,
          which will have a material adverse effect on Supplier's ability to
          fulfill its obligations under this Agreement;

     2.   Supplier will immediately notify CINGULAR if, during the term of this
          Agreement, Supplier becomes aware of any action, suit, or proceeding,
          pending or threatened, which may have a material adverse effect on
          Supplier's ability to fulfill the obligations under this Agreement or
          any Order;

     3.   Supplier has all necessary skills, rights, financial resources, and
          authority to enter into this Agreement and related Orders, including
          the authority to provide or license the Material or Services;


                                       14

                             PROPRIETARY INFORMATION

The information contained in this Agreement is not for use or disclosure outside
      CINGULAR, Supplier, their affiliated companies, and their third party
   representatives, except under written Agreement by the contracting Parties.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

<PAGE>

                                                       Agreement Number SG021306

     4.   The Material and Services will not infringe any patent, copyright, or
          other intellectual property;

     5.   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;

     6.   The Material and Services will be provided free of any lien or
          encumbrance of any kind;

     7.   Supplier will be fully responsible and liable for all acts, omissions,
          and Work performed by any of its representatives, including any
          subcontractor;

     8.   All representatives, including subcontractors, will strictly comply
          with the provisions specified in this Agreement and any Order; and,

     9.   Supplier will strictly comply with the terms of this Agreement or
          Order, including those specified in any Exhibits or Appendices
          thereto.

d.   All warranties will survive inspection, Acceptance, payment and use. These
     warranties will be in addition to all other warranties, express, implied or
     statutory. Supplier will defend, indemnify and hold CINGULAR harmless from
     and against all Liabilities for a breach of these warranties.

e.   If at any time during the warranty period for Services, CINGULAR believes
     there is a breach of any warranty, CINGULAR will notify Supplier setting
     forth the nature of such claimed breach. Supplier shall promptly
     investigate such claimed breach and shall either (i) provide Information
     satisfactory to CINGULAR that no breach of warranty in fact occurred, or
     (ii) at no additional charge to CINGULAR, promptly use its best efforts to
     take such action as may be required to correct such breach.

f.   If a breach of warranty has not been corrected within a commercially
     reasonable time, or if *** or more breaches of warranty occur in any ***
     day period, CINGULAR may Cancel the applicable Order.

3.32 WORK ORDERS

a.   CINGULAR may order Material and Services by submitting Orders in connection
     with this Agreement. CINGULAR will submit Orders that specify, as a
     minimum, the following information:

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

     2.   The requested Delivery/Due Date;

     3.   The applicable price(s)/fee(s);

     4.   The location to which the Material is to be shipped, or the site where
          Services will be rendered;

     5.   The location to which invoices are to be sent for payment; and,

     6.   CINGULAR's Order number.

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.


                                       15

                             PROPRIETARY INFORMATION

The information contained in this Agreement is not for use or disclosure outside
      CINGULAR, Supplier, their affiliated companies, and their third party
   representatives, except under written Agreement by the contracting Parties.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

<PAGE>

                                                       Agreement Number SG021306

ARTICLE IV - SPECIAL TERMS

4.1  ACCESS

a.   When appropriate, Supplier shall have reasonable access to CINGULAR's
     premises during normal business hours, and at such other times as may be
     agreed upon by the Parties, to enable Supplier to perform its obligations
     under this Agreement. Supplier shall coordinate such access with CINGULAR's
     designated representative prior to visiting such premises. Supplier will
     ensure that only persons employed by Supplier or subcontracted by Supplier
     will be allowed to enter CINGULAR's premises. If CINGULAR requests Supplier
     or its subcontractor to discontinue furnishing any person provided by
     Supplier or its subcontractor from performing Work on CINGULAR's premises,
     Supplier shall immediately comply with such request. Such person shall
     leave CINGULAR's premises immediately, and Supplier shall not furnish such
     person again to perform Work on CINGULAR's premises without CINGULAR's
     written consent.

b.   CINGULAR may require Supplier or its representatives, including employees
     and subcontractors, to exhibit identification credentials, which CINGULAR
     may issue to gain access to CINGULAR's premises for the performance of
     Services. If, for any reason, any Supplier's representative is no longer
     performing such Services, Supplier shall immediately inform CINGULAR.
     Notification shall be followed by the prompt delivery to CINGULAR of the
     identification credentials, if issued by CINGULAR, or a written statement
     of the reasons why the identification credentials cannot be returned.

c.   Supplier shall ensure that its representatives, including employees and
     subcontractors will, while on or off CINGULAR's premises, will perform
     Services which (i) conform to the Specifications, (ii) protect CINGULAR's
     Material, buildings and structures, (iii) do not interfere with CINGULAR's
     business operations, and (iv) are performed with care and due regard for
     the safety, convenience and protection of CINGULAR, its employees, and
     property and in full conformance with the policies specified in the
     CINGULAR Code of Conduct, which prohibits the possession of a weapon or an
     implement which can be used as a weapon (a copy of the CINGULAR Code of
     Conduct is available upon request).

d.   Supplier shall ensure that all persons furnished by Supplier work
     harmoniously with all others when on CINGULAR's premises.

4.2  BACKGROUND CHECK

Supplier shall conduct a background check for each individual providing Services
to CINGULAR on behalf of Supplier to identify whether the individual has been
convicted of a felony. Supplier agrees that no individual convicted of a felony
will be permitted to provide Services in connection with this Agreement or any
order submitted by CINGULAR without CINGULAR's written consent.

4.3  INDEPENDENT CONTRACTOR

Supplier hereby represents and warrants to CINGULAR that:

a.   Supplier 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 CINGULAR;

b.   Supplier's personnel performing Services shall be considered solely the
     employees of Supplier and not employees or agents of CINGULAR;

c.   Supplier 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.   Supplier is solely responsible for all matters relating to compensation and
     benefits for all of Supplier's personnel who perform Services. This
     responsibility includes, but is not limited to, (i)


                                       16

                             PROPRIETARY INFORMATION

The information contained in this Agreement is not for use or disclosure outside
      CINGULAR, Supplier, their affiliated companies, and their third party
   representatives, except under written Agreement by the contracting Parties.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.



<PAGE>
                                                       Agreement Number SG021306

     timely payment of compensation and benefits, including, but not limited to,
     overtime, medical, dental, and any other benefit, and (ii) 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, social security and Medicare tax laws, and all other payroll tax laws
     or similar laws with respect to all Supplier personnel providing Services;
     and,

e.   Supplier will indemnify, defend, and hold CINGULAR harmless from all
     Liabilities, costs, expenses and claims related to Supplier's failure to
     comply with the immediately preceding paragraph.

4.4  WORK DONE BY OTHERS

If any part of Supplier's Work is dependent upon work performed by others,
Supplier shall inspect and promptly report to CINGULAR any defect that renders
such other work unsuitable for Supplier's proper performance. Supplier's silence
shall constitute approval of such other work as fit, proper and suitable for
Supplier's performance of its Work.

4.5  CINGULAR CORPORATE INFORMATION SECURITY POLICY, COMPLIANCE BY BUSINESS
     PARTNERS, VENDORS, CONTRACTORS

Security Requirements for System or Network Access by Contractors

Contractors must comply with these security requirements ("Requirements") to
have access to Cingular's computers, computer peripherals, computer
communications networks, computer systems/applications/software, network
elements and their support systems, and the information stored, transmitted, or
processed using these resources ("Information Resources.") "Contractor" means a
person or business entity with a written agreement ("Agreement") to perform
services for Cingular. "User" means any individual performing services under the
Agreement, whether as an employee, approved subcontractor, or agent of
Contractor. "Cingular Sponsor" means the Cingular management employee
responsible for the oversight of the services provided by Contractor.

These Requirements apply to Contractors and Users performing services on
Cingular premises or remotely accessing Cingular infrastructure, systems or
applications using Cingular-provisioned client-VPN and to those providing
services to Cingular that are hosted external to Cingular premises.

A. COMPLIANCE WITH LAW AND GENERAL POLICY. Contractors must comply with the
"CINGULAR CORPORATE INFORMATION SECURITY POLICY" as set forth on Exhibit 1.
Contractors must protect Cingular Information Resources and Cingular proprietary
or confidential data or information in accordance with the terms and conditions
of the Agreement (including any separate confidentiality agreements), and must
comply with all applicable international, federal, state, and local laws and
regulations related to use of Information Resources and protection of Cingular's
data or information. Contractor is responsible for ensuring that all Users it
employs or contracts with comply with these Requirements. Additionally,
regarding its Users, Contractor shall:

1.   Ensure that all Users are covered by a legally binding obligation that
     protects Cingular's proprietary and confidential information and are
     briefed on these Requirements.

2.   Perform a criminal background check on each User prior to allowing the User
     to access an Information Resource, and not allow such access if the User
     has been convicted of or is currently awaiting trial for a felony offense
     or a misdemeanor related to computer security, theft, fraud or violence.


                                       17

                             PROPRIETARY INFORMATION

The information contained in this Agreement is not for use or disclosure outside
      CINGULAR, Supplier, their affiliated companies, and their third party
   representatives, except under written Agreement by the contracting Parties.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

<PAGE>

                                                       Agreement Number SG021306

3.   Not subcontract any part of the work under the Agreement whereby a
     subcontractor will have access to Cingular's Information Resources without
     written approval of Cingular.

B. AUDITS. Upon at least one week's notice from Cingular, and subject to
reasonable security requirements of Contractor, Contractor shall provide
Cingular's designated representatives, if under a commercially reasonable
nondisclosure agreement with both Cingular and Contractor, with access to and
any assistance that it may require with respect to the Contractor's facilities,
systems and software for the purpose of performing commercially reasonable tests
and audits to determine compliance with these Requirements, including
intellectual property audits if applicable, data privacy and security audits,
and audits or inspections of the services and related operational processes and
procedures, and access to any SAS-70 audits performed during the term of the
Agreement. If Contractor is advised that it is not in compliance with any aspect
of these Requirements, Contractor shall promptly take actions to comply with the
audit findings. If Contractor is substantially in nonconformance with the
foregoing, in addition to any remedies that Cingular may have, Contractor shall
bear the reasonable cost of a re-audit after Contractor indicates to Sponsor
that the audit findings have been remedied. Cingular may audit or inspect any
computer hardware or software used by Users in the performance of work for
Cingular, and may periodically review or monitor any use of Information
Resources by User. Any User using Cingular Information Resources in an
inappropriate manner may be subject to removal from the Cingular account, and to
any other legal remedies Cingular may have.

C. PRIVACY OF CUSTOMER INFORMATION. Contractor acknowledges that information
regarding Cingular's customers and personnel, such as their account information,
(including by way of example, name, address, telephone number, credit card
information or social security number) ("Customer Information") are subject to
certain privacy laws and regulations, as well as the requirements of Cingular.
Such Customer Information is to be considered private, sensitive and
confidential. Accordingly, with respect to Customer Information, Contractor
agrees it shall not:

1.Use Customer Information for any purpose except as expressly authorized by
Cingular in writing;

2.Disclose Customer Information to any party except as expressly authorized by
Cingular in writing;

3. Incorporate Customer Information into any database other than in a database
maintained exclusively for the storage of Cingular's Customer Information;

4. Sale, license or lease Customer Information to any other party;

5. Allow access to Customer Information only to those employees of Contractor
with a need to know and for use only for the purposes set forth in the
Agreement.

D. NOTIFICATION OF SECURITY BREACH. Contractor will immediately notify Cingular
Sponsor of any breach of these Requirements, including any breach that allows or
could allow a third party to have access to any Customer Information, including
but not limited to the following:

     Social Security Number
     Driver License Number
     Home Address
     Credit or debit card numbers
     Date of birth
     Visa / passport number

     Bank account numbers
     Mother's maiden name
     Application PIN or password
     Tax identification number
     Credit information
     Cingular Account Information


                                       18

                             PROPRIETARY INFORMATION

The information contained in this Agreement is not for use or disclosure outside
      CINGULAR, Supplier, their affiliated companies, and their third party
   representatives, except under written Agreement by the contracting Parties.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

<PAGE>

                                                          Agreement Number _____

E. VISA Cardholder Information Security Program (CISP) If applicable, Contractor
shall adhere to all Payment Card Industry (PCI) Data Security Standard
Requirements (VISA), as may be modified, for storing, processing, and
transmitting credit card or debit cardholder information on behalf of Cingular
Wireless. Security requirements apply to all "system components" which is
defined as any network component or server, or application included or connected
to the Cingular Customer Cardholder data environment. Network components
include, but are not limited to firewalls, switches, routers, wireless access
points, network appliances, or other appliances. Servers include, but not
limited to, web database, authentication, and DNS mail proxy. Applications
include all purchased and custom applications including internal and external
web applications.

In the event that Contractor causes harm due to negligence or compromises a
Cingular Wireless customer's cardholder information, it shall be liable for all
penalties, or expenses incurred as a result of such a compromise.

For detailed information regarding the Visa Cardholder information Security
Program, see the following web page: http://usa.visa.com/business/accepting_visa
/ops_risk_management/cisp.html?ep=v_sym_cisp

To view the Payment Card Industry (PCI) Data Security Program requirements,
navigate to "PCI Data Security Standard" and open the PDF.

F. RETURN OR DESTRUCTION OF DATA. At the termination or expiration of the
Agreement or when there is no longer a business need or data retention
requirement, or at the request of Cingular, and in accordance with all laws,
Contractor will either return, or purge and destroy at Cingular's direction, all
Cingular data, including Customer Information from Contractor's and User's own
information resources, according to Cingular standards, and will notify Cingular
when this has been accomplished.

G. CHANGES. These Requirements are subject to change and revision by Cingular
from time to time. Cingular is responsible for advising Contractor of any
changes. Contractor is responsible for complying with the revised Requirements.
If Contractor is unable to comply with the Requirements as revised, it may seek
a waiver within a reasonable time following the notification of change.

H. WAIVER AND EFFECT. By accepting these Requirements, Contractor agrees to
comply fully with all the Requirements. If Contractor wishes to provide Cingular
with services that are not in full compliance with the Requirements, it shall
request and negotiate with the Cingular Sponsor a written waiver.

I. REMEDIES. Failure of Contractor to comply with the Requirements may result in
Cingular's terminating the Agreement and exercising any other legal rights it
may have.

J. CONFLICTS/NON-INTEGRATION. These Requirements are intended to supplement and
not replace any written agreements that the Contractor may enter into with
Cingular. In the event of a conflict between these Requirements and a signed
written agreement between the parties, the signed written agreement shall
control. In the event there is a conflict between these Requirement and any oral
agreement between the parties, these Requirements shall control.

4.6  OWNERSHIP OF WORK PRODUCT

SUPPLIER hereby agrees that CINGULAR shall own all rights, title and interest,
including but not limited to copyright, patent, trademarks, trade secrets, and
all other intellectual property rights in any and all Software, computer
programs, designs, files, technical information, specifications, text, drawings,
processes, records, documentation, creative works, concepts, residual knowledge
or data, written, oral or otherwise arising out of, related to or resulting from
(whether developed by SUPPLIER or its employees,


                                       19

                             PROPRIETARY INFORMATION

The information contained in this Agreement is not for use or disclosure outside
      CINGULAR, Supplier, their affiliated companies, and their third party
   representatives, except under written Agreement by the contracting Parties.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

<PAGE>

                                                          Agreement Number _____

agents or contractors, and whether completed or in progress) this Agreement
(collectively called "Work Product").

SUPPLIER hereby agrees that the Work Product is being developed as a "work made
for hire", provided the Work Product qualifies as such in accordance with the
United States copyright laws. If, for any reason, SUPPLIER is ever held or
deemed to be the owner of any intellectual property rights set forth herein in
the Work Product, then SUPPLIER hereby irrevocably assigns to CINGULAR all such
rights, title and interest and agrees to execute all documents necessary to
implement and confirm the letter and intent of this section.

If SUPPLIER or one or more of its employees, consultants, representatives,
subcontractors or agents (collectively called "Associates") first conceives,
reduces to practice, makes or develops in the course of work performed under
this Agreement, any inventions, discoveries or improvements (collectively called
"Inventions"), SUPPLIER hereby agrees to assign to CINGULAR all of SUPPLIER's
and its Associates' entire right, title and interest in and to such Inventions
and any patents any country may grant thereon.

The Work Product and Inventions are deemed to be CINGULAR's Information
hereunder and, except as permitted herein, shall not be used or disclosed by
SUPPLIER without CINGULAR's prior written approval.

If the Work Product or Inventions contains materials SUPPLIER or others
previously developed, patented or copyrighted and not developed hereunder,
SUPPLIER hereby grants CINGULAR an irrevocable, perpetual, world-wide,
royalty-free license to use, copy, modify, distribute, display, perform, import,
manufacture, have made, sell, offer to sell, exploit and sublicense such
materials for the purpose of exercising CINGULAR's rights, title and interest in
the Work Product and Inventions set forth herein.

Notwithstanding anything to the contrary herein, CINGULAR acknowledges and
agrees that, in performing certain Services, SUPPLIER may host and operate
internally its ASP Solution, and that SUPPLIER owns and retains all rights,
title and interest in and to the ASP Solution (including but not limited to, all
patent rights, copyrights, trade secret rights and other intellectual property
and proprietary rights embodied therein). As used herein, the term "ASP
Solution" means all information, ideas, know-how, processes, platforms, software
(such as, for example, computer programs and other libraries, routines,
utilities, templates, functions or components used in creating, providing or
accessing the Services or deliverable Work Products), and technologies that are
owned by a third party or that were developed by or for SUPPLIER prior to the
date hereof, and also including all corrections, enhancements, extensions and
other modifications thereof that SUPPLIER may hereafter implement from time to
time. To avoid uncertainty, the ASP Solution does not include any CINGULAR
Information or any extension of SUPPLIER's technology platform that is developed
pursuant to the Services, unique to Cingular's business or requirements and is
not generally applicable to SUPPLIER's other customers.

SUPPLIER hereby agrees to acquire from every individual person, including but
not limited to, employees, subcontractors, agents, Associates, representatives
and other third parties who perform under this Agreement such assignments,
rights and covenants as to assure that CINGULAR shall receive and have the
ability to maintain all rights, title and interest in the Work Product and
Inventions. SUPPLIER hereby agrees to provide evidence of such duly executed
documents to CINGULAR upon request.


                                       20

                             PROPRIETARY INFORMATION

The information contained in this Agreement is not for use or disclosure outside
      CINGULAR, Supplier, their affiliated companies, and their third party
   representatives, except under written Agreement by the contracting Parties.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

<PAGE>

                                                          Agreement Number _____

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives:

SYNCHRONOSS TECHNOLOGIES, INC.          CINGULAR WIRELESS LLC


By:                                     By:
    ---------------------------------       ------------------------------------
Printed Name:                           Printed Name:
              -----------------------                 --------------------------
Title:                                  Title:
       ------------------------------          ---------------------------------
Date:                                   Date:
      -------------------------------         ----------------------------------


                                       21

                             PROPRIETARY INFORMATION

The information contained in this Agreement is not for use or disclosure outside
      CINGULAR, Supplier, their affiliated companies, and their third party
   representatives, except under written Agreement by the contracting Parties.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.
<PAGE>

                                                          Agreement Number _____

                                   Appendix 1

                    EXECUTIVE ORDERS AND FEDERAL REGULATIONS

Work under this Agreement may be subject to the provisions of certain Executive
Orders, federal laws, state laws and associated regulations governing
performance of this Agreement including, but not limited to: Executive Order
11246, Executive Order 11625, Executive Order 11701 and Executive Order 12138,
Section 503 of the Rehabilitation Act of 1973, as amended, and the Vietnam Era
Veteran's Readjustment Assistance Act of 1974. To the extent that such Executive
Orders, federal laws, state laws and associated regulations apply to the Work
under this Agreement, and only to that extent, Supplier (also referred to as
"Contractor") agrees to comply with the provisions of all such Executive Orders,
federal laws, state laws and associated regulations, as now in force or as may
be amended in the future, including, but not limited to, the following:

1.   EQUAL EMPLOYMENT OPPORTUNITY DUTIES AND PROVISIONS OF GOVERNMENT
     CONTRACTORS

     In accordance with 41 C.F.R.Section 60-1.4(a), the parties incorporate
     herein by this reference the regulations and contract clauses required by
     that section, including, but not limited to, Supplier's agreement that it
     will not discriminate against any employee or applicant for employment
     because of race, color, religion, sex or national origin. Supplier will
     take affirmative action to ensure that applicants are employed, and that
     employees are treated during employment, without regard to their race,
     color, religion, sex or national origin.

2.   AGREEMENT OF NON SEGREGATED FACILITIES

     In accordance with 41 C.F.R.Section 60-1.8, Supplier agrees that it does
     not and will not maintain or provide for its employees any facilities
     segregated on the basis of race, color, religion, sex or national origin at
     any of its establishments, and that it does not, and will not, permit its
     employees to perform their services at any location, under its control,
     where such segregated facilities are maintained. The term "facilities" as
     used herein means waiting rooms, work areas, restaurants and other eating
     areas, time clocks, rest rooms, washrooms, locker rooms and other storage
     or dressing areas, parking lots, drinking fountains, recreation or
     entertainment areas, transportation, and housing facilities provided for
     employees; provided that separate or single-user restrooms and necessary
     dressing or sleeping areas shall be provided to assure privacy between the
     sexes.

3.   AGREEMENT OF AFFIRMATIVE ACTION PROGRAM

     Supplier agrees that it has developed and is maintaining an Affirmative
     Action Plan as required by 41 C.F.R.Section 60-1.4(b).


                                       22

                             PROPRIETARY INFORMATION

The information contained in this Agreement is not for use or disclosure outside
      CINGULAR, Supplier, their affiliated companies and their third party
  representatives, except under written Agreement by the contracting Parties.

                                    Services

    CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

<PAGE>

                                                          Agreement Number _____

4.   AGREEMENT OF FILING

     Supplier agrees that it will file, per current instructions, complete and
     accurate reports on Standard Form 100 (EE0-1), or such other forms as may
     be required under 41 C.F.R.Section 60-1.7(a).

5.   AFFIRMATIVE ACTION FOR HANDICAPPED PERSONS AND DISABLED VETERANS, VETERANS
     OF THE VIETNAM ERA.

     In accordance with 41 C.F.R.Section 60-250.20, and 41 C.F.R.Section
     60-741.20, the parties incorporate herein by this reference the regulations
     and contract clauses required by those provisions to be made a part of
     government contracts and subcontracts.

6.   UTILIZATION OF SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS
     CONCERNS

     As prescribed in 48 C.F.R., Ch. 1, 19.708(a):

     (a)  It is the policy of the United states that small business concerns,
          small business concerns owned and controlled by socially and
          economically disadvantaged individuals and small business concerns
          owned and controlled by women shall have the maximum practicable
          opportunity to participate in performing contracts let by any Federal
          agency, including contracts and subcontracts for systems, assemblies,
          components and related services for major systems. It is further the
          policy of the United States that its prime contractors establish
          procedures to ensure the timely payment amounts due pursuant to the
          terms of the subcontracts with small business concerns, small business
          concerns owned and controlled by socially and economically
          disadvantaged individuals and small business concerns owned and
          controlled by women.

     (b)  Supplier hereby agrees to carry out this policy in the awarding of
          subcontracts to the fullest extent consistent with efficient contract
          performance. Supplier further agrees to cooperate in any studies or
          surveys as may be conducted by the United States Small Business
          Administration or the awarding agency of the United States as may be
          necessary to determine the extent of Supplier's compliance with this
          clause.

     (c)  As used in this Agreement, the term "small business concern" shall
          mean a small business as defined pursuant to Section 3 of the Small
          Business Act and relevant regulations promulgated pursuant thereto.
          The term "small business concern owned and controlled by socially and
          economically disadvantaged individuals" shall mean a small business
          concern (i) which is at least fifty-one percent (51%) unconditionally
          owned by one or more socially and economically disadvantaged
          individuals, or, in the case of any publicly owned business, at least
          fifty-one percent (51%) of the stock of which is unconditionally owned
          by one or more socially and economically disadvantaged individuals;
          and (ii) whose management and daily business operations are controlled
          by one or more such individuals. This term shall also mean a small
          business concern that is at least fifty-one percent (51%)
          unconditionally owned by an economically disadvantaged Indian tribe or
          Native Hawaiian Organization, or a publicly owned business having at
          least fifty-one percent (51%) of its stock unconditionally owned by
          one of these entities which has its management and daily business
          controlled by members of an economically disadvantaged Indian tribe or
          Native Hawaiian Organization, and which meets the requirements of 13
          CRF part 124. Supplier shall presume that "socially and economically
          disadvantaged individual" includes Black Americans, Hispanic
          Americans, Native Americans, Asian-Pacific Americans, Subcontinent
          Asian Americans and other minorities, or any other individual found to
          be disadvantaged by the Administration pursuant to Section 8(a) of the
          Small Business Act. Supplier shall presume that socially and
          economically disadvantaged entities also include Indian Tribes and
          Native Hawaiian Organizations.

     (d)  The term "small business concern owned and controlled by women" shall
          mean a small business concern (i) which is at least fifty-one percent
          (51%) owned by one or more women, or, in the case


                                       23

                             PROPRIETARY INFORMATION

The information contained in this Agreement is not for use or disclosure outside
      CINGULAR, Supplier, their affiliated companies and their third party
  representatives, except under written Agreement by the contracting Parties.

    CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

<PAGE>

                                                          Agreement Number _____

          of any publicly owned business, at least fifty-one percent (51%) of
          the stock of which is owned by one or more women, and (ii) whose
          management and daily business operations are controlled by one or more
          women; and

     (e)  Suppliers acting in good faith may rely on written representations by
          their subcontractors regarding their status as a small business
          concern, a small business concern owned and controlled by socially and
          economically disadvantaged individuals or a small business concern
          owned and controlled by women.

7.   SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS SUBCONTRACTING
     PLAN.

     The subcontractor will adopt a plan similar to the plan required by 48 CFR
     Ch. 1 at 52.219-9.


                                       24

                             PROPRIETARY INFORMATION

The information contained in this Agreement is not for use or disclosure outside
      CINGULAR, Supplier, their affiliated companies and their third party
  representatives, except under written Agreement by the contracting Parties.

    CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

<PAGE>

Cingular Wireless LLC                                               RFP SH092801

                                  Appendix 2(a)

                                 PRIME SUPPLIER
                         MBE/WBE/DVBE PARTICIPATION PLAN

PRIME SUPPLIER NAME __________________________
ADDRESS: _____________________________________
TELEPHONE NUMBER: ____________________________

DESCRIBE GOODS OR SERVICES BEING PROVIDED UNDER THIS AGREEMENT:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

DESCRIBE YOUR M/WBE-DVBE OR SUPPLIER DIVERSITY PROGRAM AND THE PERSONNEL
DEDICATED TO THAT PROGRAM:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

THE FOLLOWING, TOGETHER WITH ANY ATTACHMENTS IS SUBMITTED AS AN MBE/WBE/DVBE
PARTICIPATION PLAN.

1.   GOALS

     A. WHAT ARE YOUR MBE/WBE/DVBE PARTICIPATION GOALS?

          -    MINORITY BUSINESS ENTERPRISES (MBES)   _____________%

          -    WOMEN BUSINESS ENTERPRISES (WBES)      _____________%

          -    DISABLED VETERANS BUSINESS             _____________%
               ENTERPRISES (DVBES)

     B. WHAT IS THE ESTIMATED ANNUAL VALUE OF THIS CONTRACT WITH CINGULAR
WIRELESS? ______________

     C. WHAT ARE THE DOLLAR AMOUNTS OF YOUR PROJECTED MBE/WBE/DVBE PURCHASES?

          -    MINORITY BUSINESS ENTERPRISES (MBES)   _____________

          -    WOMEN BUSINESS ENTERPRISES (WBES)      _____________

          -    DISABLED VETERANS BUSINESS             _____________
               ENTERPRISES (DVBES)

*    SEE MBE/WBE/DVBE CANCELLATION CLAUSE IN AGREEMENT FOR DEFINITIONS OF MBE,
     WBE, AND DVBE*

2.   LIST THE PRINCIPAL GOODS AND/OR SERVICES TO BE SUBCONTRACTED TO
     MBE/WBE/DVBEs OR DELIVERED THROUGH MBE/WBE/DVBE VALUE ADDED RESELLERS.

________________________________________________________________________________

                            PROPRIETARY INFORMATION

      The information contained herein is not for use or disclosure outside
       CINGULAR, supplier, their affiliated and subsidiary companies, and
       their third party representatives, except under written agreement.

    CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

                                                                         9/14/99
                                                                   Rev. 02/26/01


                                       25

<PAGE>

Cingular Wireless LLC                                               RFP SH092801

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

DETAILED PLAN FOR USE OF M/WBES-DVBES AS SUBCONTRACTORS, DISTRIBUTORS, VALUE
ADDED RESELLERS

For every product and service you intend to use, provide the following
information:
(Attach additional sheets if necessary)

<TABLE>
<CAPTION>
               CLASSIFICATION   PRODUCTS/SERVICES
COMPANY NAME   (MBE/WBE/DVBE)     TO BE PROVIDED    $ VALUE   DATE TO BEGIN
------------   --------------   -----------------   -------   -------------
<S>            <C>              <C>                 <C>       <C>
____________   ______________   _________________   _______   _____________
____________   ______________   _________________   _______   _____________
____________   ______________   _________________   _______   _____________
____________   ______________   _________________   _______   _____________
</TABLE>

3. SELLER AGREES THAT IT WILL MAINTAIN ALL NECESSARY DOCUMENTS AND RECORDS TO
SUPPORT ITS EFFORTS TO ACHIEVE ITS MBE/WBE/DVBE PARTICIPATION GOAL (S). SELLER
ALSO ACKNOWLEDGES THE FACT THAT IT IS RESPONSIBLE FOR IDENTIFYING, SOLICITING
AND QUALIFYING MBE/WBE/DVBE SUBCONTRACTORS, DISTRIBUTORS AND VALUE ADDED
RESELLERS.

4. THE FOLLOWING INDIVIDUAL, ACTING IN THE CAPACITY OF MBE/WBE/DVBE COORDINATOR
FOR SELLER, WILL:

          -    ADMINISTER THE MBE/WBE/DVBE PARTICIPATION PLAN,

          -    SUBMIT SUMMARY REPORTS, AND

          -    COOPERATE IN ANY STUDIES OR SURVEYS AS MAY BE REQUIRED IN ORDER
               TO DETERMINE THE EXTENT OF COMPLIANCE BY THE SELLER WITH THE
               PARTICIPATION PLAN.

                            PROPRIETARY INFORMATION

      The information contained herein is not for use or disclosure outside
       CINGULAR, supplier, their affiliated and subsidiary companies, and
       their third party representatives, except under written agreement.

    CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

                                                                         9/14/99
                                                                   Rev. 02/26/01


                                       26

<PAGE>

Cingular Wireless LLC                                               RFP SH092801

     NAME: (PRINTED) ___________________________________________________________
     TITLE: ____________________________________________________________________
     TELEPHONE NUMBER: _________________________________________________________
     AUTHORIZED SIGNATURE: _____________________________________________________
     DATE: ___________

                            PROPRIETARY INFORMATION

      The information contained herein is not for use or disclosure outside
       CINGULAR, supplier, their affiliated and subsidiary companies, and
       their third party representatives, except under written agreement.

    CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

                                                                         9/14/99
                                                                   Rev. 02/26/01


                                       27
<PAGE>

Cingular Wireless LLC                                               RFP SH092801

                                  Appendix 2(b)

                                    CINGULAR

                       M/WBE-DVBE QUARTERLY RESULTS REPORT

     NOTE: Subcontracting & Value Added Reseller Results should reflect ONLY
 M/WBE-DVBE dollars directly traceable to purchases DURING THE REPORT QUARTER.

<TABLE>
<S>                              <C>                        <C>
1.  REPORTING COMPANY:           2.  CONTRACT/WORK ORDER    3.  REPORT QUARTER:
                                                            This report reflects the
Name: ________________________   NUMBER: ________________   utilization of Minority
                                                            Business Enterprise/Woman
Address: _____________________                              Business Enterprise/Disabled
                                                            Veterans Enterprise
______________________________                              participation for period
                                                            through
City, ________________________

State, _______________________

Zip: _________________________

Telephone: ___________________             (If available)         (Please indicate dates)

4.  PARTICIPATION GOAL                  5.  PARTICIPATION ACHIEVEMENT

                            ANNUAL                               ACTUAL FOR
                   GOAL   ----------                               QUARTER
Percent of Total    MBE   WBE   DVBE                                 MBE       WBE   DVBE
----------------   ----   ---   ----                             ----------   ----   ---
Purchases           __%    __%   __%    Subcontracting Dollars      $___      $___   $___
                   ---    ---   ---                                 ----      ----   ----
                                        Value Added Reseller
                                        Dollars                     $___      $___   $___
                                                                    ----      ----   ----
                                        Total Purchase
                                        Dollars                     $___       ___    ___
                                                                    ----      ----   ----
                                        Percent of Total
                                        Purchases                    __%       __%    __%
                                                                    ----      ----   ----
</TABLE>

                             PROPRIETARY INFORMATION

 The information contained herein is not for use or disclosure outside CINGULAR,
   supplier, their affiliated and subsidiary companies, and their third party
                representatives, except under written agreement.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

                                                                         9/14/99
                                                                   Rev. 02/26/01


                                       28

<PAGE>

                                                         Agreement Number: _____

                          VALUE ADDED RESELLER* RESULTS

     *SUPPLIER WHO PURCHASES PRODUCTS/SERVICES FROM AN ORIGINAL EQUIPMENT
MANUFACTURER OR OTHER PRIME SUPPLIER FOR RESALE AND PROVIDES ENHANCEMENTS OR
ADDED VALUE TO THE BASIC PRODUCT. (Attach additional sheets if necessary)

<TABLE>
<S>                                                       <C>              <C>
6.                                                        Ethnic/Gender:   Total Dollars:
                                                          --------------   --------------

Name: ___________________________________________________________________________________

Address: ________________________________________________________________________________

City, ___________________________________________________________________________________

State, __________________________________________________________________________________

Zip: ____________________________________________________________________________________

Telephone: ______________________________________________________________________________

Goods or Services: ______________________________________________________________________

                                                          Ethnic/Gender:   Total Dollars:
                                                          --------------   --------------

Name: ___________________________________________________________________________________

Address: ________________________________________________________________________________

City, ___________________________________________________________________________________

State, __________________________________________________________________________________

Zip: ____________________________________________________________________________________

Telephone: ______________________________________________________________________________
</TABLE>

                             PROPRIETARY INFORMATION

 The information contained herein is not for use or disclosure outside CINGULAR,
   supplier, their affiliated and subsidiary companies, and their third party
                representatives, except under written agreement.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

                                                                         9/14/99
                                                                   Rev. 02/26/01


                                       29


<PAGE>

                                                         Agreement Number: _____

<TABLE>
<S>                                                       <C>              <C>
Goods or Services: ______________________________________________________________________
</TABLE>

                             PROPRIETARY INFORMATION

 The information contained herein is not for use or disclosure outside CINGULAR,
   supplier, their affiliated and subsidiary companies, and their third party
                representatives, except under written agreement.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

                                                                         9/14/99
                                                                   Rev. 02/26/01


                                       30
<PAGE>

                                                         Agreement Number: _____

                                    EXHIBIT 1

It is the policy of Cingular Wireless to take active steps to ascertain any
identified or suspected risks to the electronic information and services of the
company through the use of, providing external access to, outsourcing to or
employment of Contractors. Acceptance of this exhibit provided an explicit
assertion of compliance with each of the individual provisions as enumerated
within this exhibit.

                        Security Compliance Requirements

WIRELESS NETWORK ACCESS

     WNA.1 All applications that are designed to use wireless networking do not
          depend on that networking infrastructure to provide an appropriate
          level of encryption or authentication.

     WNA.2 Vendor always has Encrypted connections enabled through VPN.

     WNA.3 Encryption keys are be changed frequently on VPN appliance.

     WNA.4 The strongest level of encryption available on the wireless access
          point and wireless device is utilized.

     WNA.5 Where possible, encryption key is changed on each new wireless device
          connection to the wireless network.

     WNA.6 Where possible, encryption key is changed periodically during a
          connection that is deemed to be long in duration on VPN appliance.

     WNA.7 Wireless access is only permitted through formally authorized,
          approved and managed access devices connected to the company internal
          networks.

VIRUS DETECTION AND MANAGEMENT

     VDM.1 Vendor employees do not open e-mail attachments from an unknown
          source and confirm that attachments sent from entities or persons that
          they know are indeed legitimate.

     VDM.2 E-mail agents are configured to not preview or open e-mail
          attachments without an explicit action on part of the user.

     VDM.3 Malicious code utilities (virus detection software) is kept recent
          (to within two weeks) to current to patch levels provided by the virus
          detection software company.

USER IDENTITY (REQUIREMENTS)

     UIR.1 Access to electronic information is granted only to specific
          individuals, not to groups of individuals.

     UIR.2 Each user may has only one, unique UserID used to authenticate or
          identify themselves to any particular application or computing
          resource for a specific role with associated access privileges.

     UIR.3 Systems that permit UserID's that are not constrained to the normal
          access controls, such as Superuser, provide for a unique identifier,
          such as an alias, for each individual Superuser (such as a system
          administrator).

     UIR.4 Each computer and communication system UserID uniquely identifies
          only one user. There are no generic or anonymous UserID's

     UIR.5 UserID's are not be utilized by anyone except the individuals to whom
          they have been issued; the sharing of UserID's is forbidden.

     UIR.6 Systems, common services and applications maintain logs reflecting
          the activities of all users and attempted, but unsuccessful user
          activities.

     UIR.7 logs are be maintained in a form that cannot readily be viewed by
          unauthorized persons

                             PROPRIETARY INFORMATION

The information contained herein is not for use or disclosure outside CINGULAR,
   supplier, their affiliated and subsidiary companies, and their third party
                representatives, except under written agreement.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

                                                                         9/14/99
                                                                   Rev. 02/26/01


                                       31

<PAGE>

                                                         Agreement Number: _____

     UIR.8 Superuser or Administrator login access is used only when needed for
          system management activities or explicitly approved business need.

     UIR.9 Vendor and other generic or system accounts are removed or
          appropriately secured.

                             PROPRIETARY INFORMATION

The information contained herein is not for use or disclosure outside CINGULAR,
   supplier, their affiliated and subsidiary companies, and their third party
                representatives, except under written agreement.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

                                                                         9/14/99
                                                                   Rev. 02/26/01


                                       32

<PAGE>

                                                         Agreement Number: _____

STRONG AUTHENTICATION (REQUIREMENTS)

     SAR.1 Access Only Single factor biometric authentication which is at least
          ***% accurate is used For biometric use.

     SAR.2 Strong authentication is used by all system, application, database
          and network administrators.

REMOTE NETWORK ACCESS

     RNA.1 Access Vendor VPN sessions that exceed *** in duration are
          automatically terminated

PASSWORDS

     PWR.1 Passwords are used only in conjunction with user identity as part of
          authentication processes

     PWR.2 Passwords are not shared or divulged and are be kept secure by the
          owner of the password

     PWR.3 All network, system and application access passwords MUST:

          -    be minimum of *** in length

          -    contain at least ***

          -    contain at least ***,

     PWR.4 Where technically feasible, all network, system and application
          access passwords SHOULD NOT:

          -    ***.

     PWR.5 UserID's and passwords are not written on or near the personal
          computing device or work area

     PWR.6 Controls are in place to ensure password are not be easily guessed by
          dictionary "look ups"

     PWR.7 Passwords are changed at a minimum interval of *** for all general
          interactive logins

     PWR.8 Passwords are changed at a minimum interval of *** for all
          Administrative or privileged user passwords

     PWR.9 Changed passwords are ***.

     PWR.10 Individuals can not use *** to satisfy the password change
          requirement

     PWR.11 *** passwords are expressly forbidden.

     PWR.12 Systems and network administrators must change or remove *** those
          products into the infrastructure.

     PWR.13 A password used for access to a customer, vendor, or business
          partner system is not ***.

     PWR.14 All systems and configuration/management consoles as well as user
          desktops that support screensavers or password locking after a period
          of interactive use inactivity implement password locking where the
          idle period before locking is no more than ***.

     PWR.15 the password change frequency for programmatic (versus interactive)
          authentications to or from a data center resident server or
          infrastructure device shall be ***

     PWR.16 facilities requiring passwords for access must require a password
          change on the ***.

ENCRYPTION

     ENR.1 When using commercial encryption software or hardware, it has had
          appropriate and independent certification of its correct
          implementation and accuracy.

     ENR.2 All customer private and account information is transported and
          stored in encrypted form, unless demonstrated by a risk assessment
          that the security of the data's containing environment is adequate to
          obviate this requirement.

     ENR.3 Private encryption keys are only disclosed to entities outside of
          Vendor upon proper presentation by legal authority.

                             PROPRIETARY INFORMATION

The information contained herein is not for use or disclosure outside CINGULAR,
   supplier, their affiliated and subsidiary companies, and their third party
                representatives, except under written agreement.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

                                                                         9/14/99
                                                                   Rev. 02/26/01


                                       33

<PAGE>

                                                         Agreement Number: _____

     ENR.4 Assigned owners of encryption keys use them only for their intended
          purpose, take appropriate precautions to prevent their unauthorized
          access or use and report suspected compromise to the Director of
          Enterprise Information Security or similarly functioning title.

     ENR.5 Encryption keys that have been compromised (as well as those keys
          that are suspected of being compromised that cannot be satisfactorily
          determined to be secure) are revoked and new keys generated for
          subsequent use.

     ENR.6 Passwords stored on Vendor computing resources are stored in an
          encrypted form

     ENR.7 Encryption keys are not be stored in the same repository as the
          information being encrypted with those keys.

     ENR.8 There is a formal and practiced key management process

     ENR.9 Symmetric Encryption keys are not transmitted in clear-text format.

SYSTEM ACCESS POLICY: AUTHENTICATION, AUTHORIZATION, REVOCATION

     SYR.1 All requests for access to the computing resources of the company are
          through an officially approved and documented process.

     SYR.2 The company's User Identity Policy and Password Policy governs
          authentication.

     SYR.3 Explicit authentication is required for access to each and every
          company computing system.

     SYR.4 The use of services (e.g. anonymous FTP, TFTP), which require no user
          identification and authentication, is NOT allowed

     SYR.5 A banner, stating that the system being accessed belongs to Vendor,
          is presented to all users, prior to their login to the system.

     SYR.6 Vendor does not use the word "WELCOME" or other words that might be
          construed as an invitation by unauthorized users

     SYR.7 Whenever any security, system, network, database and application
          administrators voluntarily terminate their employment, their ability
          to authenticate to any company system is revoked before they leave the
          premises of the company or in the case of termination before they are
          notified of their termination.

     SYR.8 Whenever any employee is involuntarily terminated, their ability to
          authenticate to any company system is revoked before the employee is
          notified of their termination.

     SYR.9 User identities for active employees on company computing resources
          that have not been used within a period of *** are disabled

     SYR.10 User identities for active employees on company computing resources
          that have not been used within a period of *** are removed

     SYR.11 All requests for access to the computing resources of the company
          are made in writing or through an officially approved process.

SECURITY CHANGE MANAGEMENT

     SYR.12 All requests for access to the computing resources of Cingular are
          made in writing or through an officially approved process.

     SYR.13 Security change management procedure have at least the following
          characteristics:

          -    must be in complete compliance with the overall Cingular Change
               Management process

          -    details the steps involved in making each change to the system

          -    includes an analysis of the risks that the change may entail

          -    assigns responsibilities for review and assurance

          -    specifies testing and staging procedures where appropriate

          -    requires appropriate documentation of all changes

          -    requires appropriate approval/authorization for all changes

          -    is periodically audited to verify compliance

                             PROPRIETARY INFORMATION

The information contained herein is not for use or disclosure outside CINGULAR,
   supplier, their affiliated and subsidiary companies, and their third party
                representatives, except under written agreement.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

                                                                         9/14/99
                                                                   Rev. 02/26/01


                                       34

<PAGE>

                                                         Agreement Number: _____

          -    provides for a "back-out" procedure should the change prove to
               have unexpected consequences.

                             PROPRIETARY INFORMATION

The information contained herein is not for use or disclosure outside CINGULAR,
   supplier, their affiliated and subsidiary companies, and their third party
                representatives, except under written agreement.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

                                                                         9/14/99
                                                                   Rev. 02/26/01


                                       35
<PAGE>

                                                         Agreement Number: _____

                                CINGULAR WIRELESS
                                    EXHIBIT B

                    EXECUTIVE ORDERS AND FEDERAL REGULATIONS

Work under this Agreement may be subject to the provisions of certain Executive
Orders, federal laws, state laws, and associated regulations governing
performance of this contract including, but not limited to: Executive Order
11246, Executive Order 11625, Executive Order 11701, and Executive Order 12138,
Section 503 of the Rehabilitation Act of 1973 as amended and the Vietnam Era
Veteran's Readjustment Assistance Act of 1974. To the extent that such Executive
Orders, federal laws, state laws, and associated regulations apply to the work
under this Agreement, and only to that extent, SUPPLIER (also referred to as
"SUPPLIER") agrees to comply with the provisions of all such Executive Orders,
federal laws, state laws, and associated regulations, as now in force or as may
be amended in the future, including, but not limited to the following:

1.   EQUAL EMPLOYMENT OPPORTUNITY DUTIES AND PROVISIONS OF GOVERNMENT SUPPLIERS

In accordance with 41 C.F.R. Section 60-1.4(a), the parties incorporate herein
by this reference the regulations and contract clauses required by that section,
including but not limited to, SUPPLIER's agreement that it will not discriminate
against any employee or applicant for employment because of race, color,
religion, sex, or national origin. The SUPPLIER will take affirmative action to
ensure that applicants are employed, and that employees are treated during
employment, without regard to their race, color, religion, sex, or national
origin.

2.   AGREEMENT OF NON SEGREGATED FACILITIES

In accordance with 41 C.F.R. Section 60-1.8, SUPPLIER agrees that it does not
and will not maintain or provide for its employees any facilities segregated on
the basis of race, color, religion, sex, or national origin at any of its
establishments, and that it does not and will not permit its employees to
perform their services at any location, under its control, where such segregated
facilities are maintained. The term "facilities" as used herein means waiting
rooms, work areas, restaurants and other eating areas, time clocks, rest rooms,
wash rooms, locker rooms and other storage or dressing areas, parking lots,
drinking fountains, recreation or entertainment areas, transportation, and
housing facilities provided for employees; provided, that separate or
single-user restroom and necessary dressing or sleeping areas shall be provided
to assure privacy between the sexes.

3.   AGREEMENT OF AFFIRMATIVE ACTION PROGRAM

SUPPLIER agrees that it has developed and is maintaining an Affirmative Action
Plan as required by 41 C.F.R. Section 60-1.4(b).

4.   AGREEMENT OF FILING

SUPPLIER agrees that it will file, per current instructions, complete and
accurate reports on Standard Form 100 (EE0-1), or such other forms as may be
required under 41 C.F.R. Section 60-1.7(a).

5.   AFFIRMATIVE ACTION FOR HANDICAPPED PERSONS AND DISABLED VETERANS, VETERANS
     OF THE VIETNAM ERA.

In accordance with 41 C.F.R. Section 60-250.20, and 41 C.F.R. Section 60-741.20,
the parties incorporate herein by this reference the regulations and contract
clauses required by those provisions to be made a part of government contracts
and

                             PROPRIETARY INFORMATION

The information contained herein is not for use or disclosure outside CINGULAR,
   supplier, their affiliated and subsidiary companies, and their third party
                representatives, except under written agreement.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

                                                                         9/14/99
                                                                   Rev. 02/26/01


                                       36

<PAGE>

                                                         Agreement Number: _____

subcontracts.

6.   EXECUTIVE ORDER 13201 COMPLIANCE

In accordance with 29 C.F.R. Part 470.2(b) the parties incorporate by reference
the regulations and contract clauses required by those provisions to be made a
part of covered subcontracts and purchase orders and SUPPLIER agrees to comply
with the provisions of 29 CFR Part 470.

7.   UTILIZATION OF SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS
     CONCERNS

     AS PRESCRIBED IN 48 C.F.R., CH. 1, 19.708(A):

     (A)  It is the policy of the United states that small business concerns,
          small business concerns owned and controlled by socially and
          economically disadvantaged individuals and small business concerns
          owned and controlled by women shall have the maximum practicable
          opportunity to participate in performing contracts let by any Federal
          agency, including contracts and sub-contracts for systems, assemblies,
          components, and related services for major systems. It is further the
          policy of the United States that its prime SUPPLIERs establish
          procedures to ensure the timely payment amounts due pursuant to the
          terms of the subcontracts with small business concerns, small business
          concerns owned and controlled by socially and economically
          disadvantaged individuals and small business concerns owned and
          controlled by women.

     (B)  The SUPPLIER hereby agrees to carry out this policy in the awarding of
          subcontracts to the fullest extent consistent with efficient contract
          performance. The SUPPLIER further agrees to cooperate in any studies
          or surveys as may be conducted by the United States Small Business
          Administration or the awarding agency of the United States as may be
          necessary to determine the extent of the SUPPLIER's compliance with
          this clause.

     (C)  As used in this contract, the term small business concern shall mean a
          small business as defined pursuant to section 3 of the Small Business
          Act and relevant regulations promulgated pursuant thereto. The term
          small business concern owned and controlled by socially and
          economically disadvantaged individuals shall mean a small business
          concern which is at least 51 percent unconditionally owned by one or
          more socially and economically disadvantaged individuals; or, in the
          case of any publicly owned business, at least 51 percent of the stock
          of which is unconditionally owned by one or more socially and
          economically disadvantaged individuals; and (2) whose management and
          daily business operations are controlled by one or more such
          individuals. This term also means small business concern that is at
          least 51 percent unconditionally owned by an economically
          disadvantaged Indian tribe or Native Hawaiian Organization, or a
          publicly owned business having at least 51 percent of its stock
          unconditionally owned by one of these entities which has its
          management and daily business controlled by members of an economically
          disadvantaged Indian tribe or Native Hawaiian Organization, and which
          meets the requirements of 13 CRF part 124. The SUPPLIER shall presume
          that socially and economically disadvantaged individual include Black
          Americans, Hispanic Americans, Native Americans, Asian-Pacific
          Americans, Subcontinent Asian Americans, and other minorities, or any
          other individual found to be disadvantaged by the Administration
          pursuant to section 8(a) of the Small business Act. The SUPPLIER shall
          presume that socially and economically disadvantaged entities also
          include Indian Tribes and Native Hawaiian Organizations.

     (D)  The term "small business concern owned and controlled by women" shall
          mean a small business concern (i) which is at least 51 percent owned
          by one or more women, or, in the case of any publicly owned business,
          at least 51 percent of the stock of which is owned by one or more
          women, and (ii) whose management and daily business operations are
          controlled by one or more women; and

     (E)  SUPPLIERs acting in good faith may rely on written representations by
          their sub-SUPPLIERs regarding their status as a small business
          concern, a small business concern owned and controlled by socially and
          economically disadvantage individuals or a small business concern
          owned and controlled by women.

                             PROPRIETARY INFORMATION

The information contained herein is not for use or disclosure outside CINGULAR,
   supplier, their affiliated and subsidiary companies, and their third party
                representatives, except under written agreement.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

                                                                         9/14/99
                                                                   Rev. 02/26/01


                                       37

<PAGE>

                                                         Agreement Number: _____

8.   SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS SUB-CONTRACTING
     PLAN. THE SUB-SUPPLIER WILL ADOPT A PLAN SIMILAR TO THE PLAN REQUIRED BY 48
     CFR CH. 1 AT 52.219-9.

                             PROPRIETARY INFORMATION

The information contained herein is not for use or disclosure outside CINGULAR,
   supplier, their affiliated and subsidiary companies, and their third party
                representatives, except under written agreement.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

                                                                         9/14/99
                                                                   Rev. 02/26/01


                                       38
<PAGE>
                                       750 Route 202 South Bridgewater, NJ 08807
(SYNCHRONOSS TECHNOLOGIES INC. LOGO)                         www.synchronoss.com
(CINGULAR LOGO)

raising the bar

CINGULAR ONLINE

Cingular Online Order Management Center (OMC)
Statement of Work (SOW)
September 1, 2005
Final

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

                                           (C) 2005 Synchronoss Technologies Inc
                        Synchronoss Technologies, Inc Confidential & Proprietary

<PAGE>
                                       750 Route 202 South Bridgewater, NJ 08807
(SYNCHRONOSS TECHNOLOGIES INC. LOGO)                         www.synchronoss.com

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
1.0 INTRODUCTION ..........................................................    4
   1.1   GENERAL AGREEMENTS ...............................................    4
   1.2   OVERVIEW PROGRAM SCOPE ...........................................    4
2.0 SERVICE TERM ..........................................................    5
3.0 OMC - ASP PROGRAM OBJECTIVES ..........................................    6
   3.1   TRANSACTION PROCESSING ...........................................    6
   3.2   ORDER VOLUME SCOPE ...............................................    6
   TABLE 1.0: PROJECTED ANNUAL ORDER VOLUMES 2005* ........................    6
   3.3   ORDER MANAGEMENT CENTER WORK FLOW ................................    6
4.0 OMC - ASP SOLUTIONS ...................................................    7
   4.1   ORDER GATEWAY ....................................................    7
   4.2   WORKFLOW MANAGER .................................................    7
   4.3   OMC STANDARD REPORTING PLATFORM ..................................    7
   4.4   INTEGRATED IVR SOLUTION ..........................................    8
5.0 ORDER GATEWAY AND ORDER MANAGER HOSTING ...............................    9
   5.1   HOSTING REQUIREMENTS .............................................    9
   5.2   SECURE ENVIRONMENT ...............................................    9
   5.3   ACCESS SECURITY ..................................................    9
   5.4   SECURITY AND PRIVACY .............................................    9
   5.5   ENVIRONMENTAL STANDARDS ..........................................   10
   5.6   MONITORING .......................................................   10
   5.7   BACKUPS ..........................................................   10
6.0 DISASTER RECOVERY (DR) ................................................   11
   6.1   DR SOLUTION OVERIEW ..............................................   11
   6.2   DR SERVICE LEVELS ................................................   11
7.0 CINGULAR TERMINATION FOR CONVENIENCE AND BUY-OUT PROVISION ............   12
   7.1   CINGULAR TERMINATION FOR CONVIENENCE .............................   12
   7.2   DEDICATED INFRASTRUCTURE BUYOUT ..................................   12
8.0 RELATED DOCUMENTS .....................................................   14
9.0 SIGNOFF SHEET .........................................................   15
</TABLE>

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

                                           (C) 2005 Synchronoss Technologies Inc
                        Synchronoss Technologies, Inc Confidential & Proprietary
<PAGE>

                                       750 Route 202 South Bridgewater, NJ 08807
(SYNCHRONOSS TECHNOLOGIES INC. LOGO)                         www.Synchronoss.com

1.0 INTRODUCTION

     1.1 GENERAL AGREEMENTS

     This Statement of Work ("SOW") between Cingular Wireless LLC ("Cingular")
     and Synchronoss Technologies, Inc. ("STI") is governed by the Professional
     Services Agreement ("PSA") dated September 1, 2005. The parties agree that
     this SOW confirms and memorializes an agreement with respect to services
     provided to Cingular by STI commencing April 28, 2003 and replaces and
     supersedes the Cingular eCommerce Statement of Work dated July 16, 2003 and
     the "Appendix A: AWS Order Management Center (OMC) SOW", dated July, 2003
     as amended in their entirety. As such, the parties agree that the Cingular
     eCommerce Statement of Work dated July 16, 2003 and the "Appendix A: AWS
     Order Management Center (OMC) SOW", dated July 2003, as amended, are
     terminated as of the date hereof, provided, any rights that accrued
     thereunder prior to the date hereof shall survive termination.

     Defined terms used in this SOW will have the meanings ascribed to them in
     this SOW or in the PSA. In the event of a conflict between this SOW and the
     PSA, the terms of the SOW will govern. SOW modifications need to be in
     writing, as well as mutually agreed upon by both parties.

     1.2 OVERVIEW PROGRAM SCOPE

     The scope of this SOW is to define the work activities, transaction
     pricing, forecasting process, service level agreements and remedies
     associated with the Services performed by STI for Cingular's internet
     organization ("Cingular Online").

     Cingular Online objectives are to streamline the back office management
     process relating to the sale of wireless telecommunications services by
     Cingular Online, improve cycle times for such sales, reduce the transaction
     cost per subscriber and create an exceptional customer experience. This SOW
     provides Cingular Online with an Application Service Provider ("ASP")
     solution that enables STI to manage Cingular's business objectives. The
     Services to be performed by STI under this SOW are as follows:

     CUSTOMER ONLINE ORDER MANAGEMENT CENTER (OMC):

          -    The process, tools and organizations that support Cingular Online
               transaction management. Transaction management includes, but is
               not limited to, processing data required to fulfill online orders
               ("Data Processing"), taking inbound calls from customers and on
               occasion placing outbound customer calls, and managing and
               pursuing to resolution issues with the transaction process
               ("Exception Processing").

          -    Operational metrics and executive reporting.

     ORDER GATEWAY AND ORDER MANAGER:

          -    The configuration management, hosting and Tier 1-3 support of the
               Order Gateway (defined and described in Section 4.1 below),
               Workflow Manager (defined and described in

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

                                          (C) 2005 Synchronoss Technologies Inc.
                        Synchronoss Technologies, Inc Confidential & Proprietary

<PAGE>

                                       750 Route 202 South Bridgewater, NJ 08807
(SYNCHRONOSS TECHNOLOGIES INC. LOGO)                         www.Synchronoss.com

               Section 4.0 below), Email Manager (STI's system for tracking and
               responding to emails) and Reporting Platform (defined and
               described in Section 4.3 below).

2.0 SERVICE TERM

     The term of this SOW is two (2) years from the date of signature of this
     SOW (the "Initial Term"). The SOW will renew in successive additional
     one-year terms, unless either party provides written notice of non-renewal
     *** prior to the date of termination. Any time during the term of this SOW,
     either party may propose an increase or decrease in the scope of this SOW.
     In such event, the parties will negotiate in good faith an amendment to
     this SOW with the revised scope, deliverables, and associated pricing.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

                                          (C) 2005 Synchronoss Technologies Inc.
                        Synchronoss Technologies, Inc Confidential & Proprietary

<PAGE>

                                       750 Route 202 South Bridgewater, NJ 08807
(SYNCHRONOSS TECHNOLOGIES INC. LOGO)                         www.Synchronoss.com

3.0 OMC - ASP PROGRAM OBJECTIVES

     The objectives for the Order Management Center ("OMC") are to establish and
     manage scalable, reliable and flexible center operations. The OMC will
     focus on meeting service level agreements ("SLAs") for sales transaction
     processing, inbound call handling and customer contacts for Cingular
     Online. STI is required to closely adhere to all of Cingular's business
     processes and security standards in performing its OMC Services to ensure a
     seamless Cingular branded customer experience. The OMC will support
     business from Cingular Online consumer and business customers.

     3.1 TRANSACTION PROCESSING

     The primary source of transaction volumes will be generated from Cingular
     front -end clients (e.g., Premiere and Overdrive). The goal of the OMC is
     to consistently deliver against the SLA commitments. The OMC operating
     hours will be flexible to support the overall Cingular Online objectives.
     The OMC will operate seven days a week and will support the hours of
     operation required by Cingular Online including 7x24 OMC support.

     3.2 ORDER VOLUME SCOPE

     Order volume commitments will be adjusted ***. A *** forecast will be
     provided to STI by Cingular on the ***. The forecast will provide STI with
     the revised transaction volume requirements for the following ***. This
     data will be utilized to revise the *** order volume commitments for the
     OMC. Addendum A describes in detail the forecast methodology.

TABLE 1.0: PROJECTED ANNUAL ORDER VOLUMES 2005*

<TABLE>
<CAPTION>
2005 Gross Add Order   2005 Non- Gross Add
 Volume Projections        Transactions      Feature Requests
--------------------   -------------------   ----------------
<S>                    <C>                   <C>
         ***                   ***                  ***
</TABLE>

*    The forecast process is defined in Addendum A - Pricing Agreement. SLA and
     Remedies are defined in Addendum B.

     3.3 ORDER MANAGEMENT CENTER WORK FLOW

     A key objective of the OMC is to consistently meet a *** cycle time from
     "click (order) to call". In order to accomplish this objective, the OMC
     will streamline the process by reducing the number of manual handoffs in
     the current process. In addition, the OMC agents will manage all inbound
     and outbound customer contacts associated with Cingular Online
     transactions. The OMC will leverage the integrated suite of ASP products
     described in Section 4.0 of this SOW to meet and exceed SLA objectives.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

                                          (C) 2005 Synchronoss Technologies Inc.
                        Synchronoss Technologies, Inc Confidential & Proprietary

<PAGE>

                                       750 Route 202 South Bridgewater, NJ 08807
(SYNCHRONOSS TECHNOLOGIES INC. LOGO)                         www.Synchronoss.com

4.0 OMC - ASP SOLUTIONS

     4.1 ORDER GATEWAY

     STI will provide Cingular Online with an order gateway ("Order Gateway").
     The Order Gateway is the transaction hub-and-spoke operation supporting all
     Cingular Online transactions. The Order Gateway interfaces with front-end
     web clients, validation services, as well back-end systems of record for
     flow through automated processing. The Order Gateway provides a single
     platform for fulfilling multiple transactions across all technologies.

     4.2 WORKFLOW MANAGER

     The "Workflow Manager" is a web-based workflow tool for both business and
     consumer Cingular Online transactions. This Workflow Manager is used to
     track fully automated transactions and manage transaction fallout. The
     Workflow Manager provides one unified platform for managing all online
     transactions. The key benefits are:

          -    A unified workflow and platform across all transactions

          -    Provide visibility to online transactions in a single platform
               bringing together multiple back office systems into a common
               workflow management tool

     4.3 OMC STANDARD REPORTING PLATFORM

     STI will provide Cingular with operational metrics and visibility to all
     transactions flowing through the Order Gateway and Workflow Manager. The
     Reporting Platform will provide data and metrics on a historical, daily and
     in real-time basis. The Reporting Platform provides complete visibility for
     each step of the Cingular online transaction management process. The
     following reporting tools are components of the Reporting Platform and will
     be enhanced and managed throughtout the life of this program:

     -    Real-Time Reporting (RTR) portal will provide visibility and fallout
          statistics as transactions flow through the gateway and change status
          throughout the transaction lifeccyle process.

     -    Mobile reports that allow Cingular key business users to receive
          critical data on their online transactions right to their Blackberry
          or data device.

     -    Daily Operational Reports will provide analysis and trends for all
          data and voice transactions

     The following KPIs will be provided to Cingular on a daily, weekly, monthly
     and quarterly basis:

          a)   Total orders processed via the OMC

          b)   Total orders processed through Order Gateway, fallout error
               queue, etc

          c)   Total order received and total orders entered by the order center
               cut off time

          d)   Total orders entered and not fulfilled by the OMC

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

                                          (C) 2005 Synchronoss Technologies Inc.
                        Synchronoss Technologies, Inc Confidential & Proprietary

<PAGE>

                                       750 Route 202 South Bridgewater, NJ 08807
(SYNCHRONOSS TECHNOLOGIES INC. LOGO)                         www.Synchronoss.com

          e)   Total orders activated, shipped and cancelled

          f)   Total orders in queue to be processed at the OMC (real-time)

          g)   Real-time order status tracking throughout the life cycle of an
               order. Identify order process flow constraints

          h)   Number of Transactions Received by Order Gateway

                    -    This report shows the total number of orders received
                         by the Order Gateway trended over time intervals.

          i)   Number of Transactions Processed by Order Type, Order Center, and
               Service Representative

                    -    As the Order Gateway receives orders, they will be
                         directed to various Order Centers. This report shows
                         the total number of orders processed by Order Center,
                         Order Type, and Service Representative trended over
                         time intervals.

          j)   Number of Failed Transactions

                    -    This report will show the total number of failed
                         transactions along with the corresponding reason code
                         at any given time.

          k)   Number of Orders by Queue

                    -    As the Order Gateway Gateway receives orders, they will
                         be put in queues for processing. This report shows the
                         total number of orders, in the Queue, at any given
                         time.

          l)   Time Spent by Orders in Queue

                    -    This report shows the shortest time, longest time, and
                         the average time spent by orders in queues trended over
                         time intervals.

     Additional reports will be deployed during the term of this SOW after
     formal requirements are developed. and mutually agreed to by both parties

     4.4 INTEGRATED IVR SOLUTION

     STI will provide Cingular with a voice and DTMF enabled IVR. The IVR will
     provide Cingular with call queueing capabilities, inbound call load
     balancing, customer self service and reporting capabilities. The IVR is a
     key product in managing customer contacts and managing the call to order
     ratio for the OMC. The IVR will be developed and managed by STI.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

                                          (C) 2005 Synchronoss Technologies Inc.
                        Synchronoss Technologies, Inc Confidential & Proprietary

<PAGE>

                                       750 Route 202 South Bridgewater, NJ 08807
(SYNCHRONOSS TECHNOLOGIES INC. LOGO)                         www.Synchronoss.com

5.0 ORDER GATEWAY AND ORDER MANAGER HOSTING

     The objective of hosting the Order Gateway and Workflow Manager is to
     provide Cingular with a standard environment for all Cingular clients
     interfacing with the Order Gateway. The costs identified in this SOW are
     based upon STI standard pricing. Significant deviations from the STI
     systems architecture that exists on the Effective Date could impact the
     cost and schedule for the Order Gateway effort. In addition to hosting the
     application, STI will provide Tier 1 -3 support for this environment. Tier
     1-3 services are defined in Addendum D Tier 1-3 Operations Management
     Document.

     5.1 HOSTING REQUIREMENTS

     STI will provide and maintain all facilities, including: physical premises,
     server(s), database server(s), firewall(s), Internet connectivity and any
     other facilities required to support the Gateway and Order Manager.

     STI will provide to Cingular a list of all hardware, software, and
     equipment located at STI's premises that will be used to perform the
     Services required under this SOW. STI shall provide sufficient hardware,
     software and equipment to ensure ***% availability of the Services. Subject
     to Cingular's payment of the fees set forth in Section 7.2, Cingular shall
     own the hardware and equipment purchased by STI to fulfill its obligations
     under this SOW (the "Dedicated Infrastructure").

     5.2 SECURE ENVIRONMENT

     The premises, hardware, and application must be accessible only to
     authorized personnel. ***

     5.3 ACCESS SECURITY

     Access control is achieved via a combination of access control ***.

     5.4 SECURITY AND PRIVACY

     In the event STI receives Cingular Data (as defined in the PSA), STI may
     not use such Cingular Data for any purpose other than the fulfillment of
     STI's obligations of this SOW. STI may not provide such Cingular Data to
     any third-party for any reason, unless specifically authorized in writing
     by Cingular; provided, however, if STI is required to produce such Cingular
     Data to comply with any legal, regulatory, law enforcement or similar
     requirements or investigations, STI may do so after providing Cingular i)
     prior written notice of its intent to produce the Cingular Data and ii) an
     opportunity to seek a protective order or similar mechanism to prevent
     disclosure as Cingular deems necessary. STI shall comply with any other
     Cingular security or privacy requirements in effect at any time during the
     term of this SOW. Such requirements include, but are not limited to,
     compliance with Cingular's privacy policy, including the restrictions on
     the use of cookies and web beacons, requirements to encrypt customer
     information in a certain manner and requirements to store customer and
     other Cingular information in a certain manner. At a minimum, STI will
     undertake the following measures to ensure the security of all Cingular
     Data and other Cingular information:

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

                                          (C) 2005 Synchronoss Technologies Inc.
                        Synchronoss Technologies, Inc Confidential & Proprietary

<PAGE>

                                       750 Route 202 South Bridgewater, NJ 08807
(SYNCHRONOSS TECHNOLOGIES INC. LOGO)                         www.Synchronoss.com

     ***

     5.5 ENVIRONMENTAL STANDARDS

     Any hardware required to perform the Services under this SOW will be
     protected from damage by:

     ***

     In the event of a loss of commercial power, the facility is connected to
     *** capable of supporting the STI Managed Data Facility located in *** for
     ***.

     5.6 MONITORING

     The following monitoring tools and practices will be provided by STI.

     ***

     The production system will reside in the STI MDF. The MDF is equipped with
     ***.

     5.7 BACKUPS

     Data and applications will be automatically backed up ***. STI will
     implement a real-time mechanism to ensure the safety and integrity of Order
     Gateway data. On the ***. The backup is an automated process. Additionally,
     the backup from the *** is stored ***.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

                                          (C) 2005 Synchronoss Technologies Inc.
                        Synchronoss Technologies, Inc Confidential & Proprietary

<PAGE>

                                       750 Route 202 South Bridgewater, NJ 08807
(SYNCHRONOSS TECHNOLOGIES INC. LOGO)                         www.Synchronoss.com

6.0 DISASTER RECOVERY (DR)

     STI will provide a disaster recovery solution for the all Services required
     under this SOW that enables rapid restoration of all functions of the
     system in event of a long-term service disruption to the STI MDF. This
     section provides an overview of the infrastructure required to support the
     disaster recovery solution as well as the service levels associated with
     the solution.

     6.1 DR SOLUTION OVERIEW

     STI will leverage its *** to provide a highly available system that can
     restore the Cingular Online ASP system to full service within *** of a
     total service outage in its *** facility. STI will place the current *** in
     the *** facility as the core component of this solution. This environment
     will be augmented to provide sufficient server hardware and software to be
     a functional equivalent to the current production environment in terms of
     handling order volume and user load. The *** will contain a full compliment
     of network infrastructure including firewalls, load balancers and
     high-speed switches to ensure all network connectivity is equivalent to
     production as well.

     A *** will be implemented to ensure that a full copy of the production
     database is maintained in the *** at all times. In the event of a total
     service disruption in the *** facility, the *** will be reconfigured to
     access the production database and provide the production instance of the
     Cingular Online ASP system.

     6.2 DR SERVICE LEVELS

     The following service levels are associated with the DR solution:

          -    Service restoration time: ***

          -    System performance level: equal to production in terms of user
               and order volume

          -    System SLA's: same as for production (Addendum B). System will
               conform to the requirements of Section 5.0 of this document

     NOTE: This solution will rely on the implementation of a dedicated, private
     circuit (e.g. friends net connection) between STI's Bridgewater, NJ office
     and Cingular's Bothell, WA facility.

          -    DR test will be performed *** times *** at a mutually agreed to
               time by both parties.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

                                          (C) 2005 Synchronoss Technologies Inc.
                        Synchronoss Technologies, Inc Confidential & Proprietary

<PAGE>

                                       750 Route 202 South Bridgewater, NJ 08807
(SYNCHRONOSS TECHNOLOGIES INC. LOGO)                         www.Synchronoss.com

7.0 CINGULAR TERMINATION FOR CONVENIENCE AND BUY-OUT PROVISION

     In the event Cingular desires to terminate the SOW prior to the end of its
     term, Cingular may exercise its right for Termination for Convenience as
     described in Section 7.1. In addition, STI may provide transition services
     subject to a mutually agreeable SOW that may include the following terms:

          1.   Specific key milestones and dates in which Cingular can exercise
               the right to migrate all or part of the ActivationNow(R) Platform
               and the OMC Services to a Cingular location.

          2.   Identification of the work effort needed and the related costs to
               establish a mutually acceptable SOW to help transition the
               production environment to Cingular.

     7.1 CINGULAR TERMINATION FOR CONVIENENCE

          1.   If Cingular or STI terminates for convenience with less than ***
               notice, Cingular or Synchronoss (whichever party terminates) will
               pay the other a termination fee equal to ***% of the previous ***
               average manual and automated order processing and inbound call
               transaction processing cost x *** (the "Termination Fee").

          2.   In the case of a termination by Cingular, Cingular will not be
               required to pay the Termination Fee if it provides STI with at
               least *** notice of such termination and the traffic during the
               ramp down period is equal to or more than ***% of the previous
               *** average manual and automated order processing and inbound
               call transaction processing volume x ***.

     7.2 DEDICATED INFRASTRUCTURE BUYOUT

          1.   Upon any termination of the PSA or this SOW prior to expiration
               of the Initial Term, Cingular may, at its discretion, pay the
               applicable Buyout Fee set forth in Table 2 below in exchange for
               ownership of the Dedicated Infrastructure (if Cingular elects not
               to pay the Buyout Fee, then STI shall retain ownership of the
               Dedicated Infrastructure). At the end of the *** of the Term of
               the Agreement, ownership of the Dedicated Infrastructure will
               automatically vest in Cingular without further action.

TABLE 2: BUYOUT FEE*

<TABLE>
<CAPTION>
***   BUYOUT
---   ------
<S>   <C>
***    $***
***    $***
***    $***
***    $***
***    $***
***    $***
***    $***
***    $***
***    $***
***    $***
***    $***
***    $***
***    $***
</TABLE>

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

                                          (C) 2005 Synchronoss Technologies Inc.
                        Synchronoss Technologies, Inc Confidential & Proprietary

<PAGE>

                                       750 Route 202 South Bridgewater, NJ 08807
(SYNCHRONOSS TECHNOLOGIES INC. LOGO)                         www.Synchronoss.com

<TABLE>
<CAPTION>
***   BUYOUT
---   ------
<S>   <C>
***    $***
***    $***
***    $***
***    $***
***    $***
***    $***
***    $***
***    $***
***    $***
***    $***
***    $***
***    $***
</TABLE>

*    The Buyout Fee in this table is in addition to the Termination Fee defined
     in paragraph 1 and 2 of section 7.1.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

                                          (C) 2005 Synchronoss Technologies Inc.
                        Synchronoss Technologies, Inc Confidential & Proprietary

<PAGE>

                                       750 Route 202 South Bridgewater, NJ 08807
(SYNCHRONOSS TECHNOLOGIES INC. LOGO)                         www.Synchronoss.com

8.0 RELATED DOCUMENTS

     1.   Addendum A - Cingular Online OMC Pricing Agreement doc

     2.   Addendum B - Cingular Online OMC SLA and Remedies doc

     3.   Addendum C - Cingular Master Professional Services Agreement (PSA)

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

                                          (C) 2005 Synchronoss Technologies Inc.
                        Synchronoss Technologies, Inc Confidential & Proprietary

<PAGE>

                                       750 Route 202 South Bridgewater, NJ 08807
(SYNCHRONOSS TECHNOLOGIES INC. LOGO)                         www.Synchronoss.com

9.0 SIGNOFF SHEET

     IN WITNESS WHEREOF, this Agreement is executed by the duly authorized
     representatives of the Parties.

SYNCHRONOSS TECHNOLOGIES, INC.          SYNCHRONOSS TECHNOLOGIES, INC.


Signature:                              Signature:
           --------------------------              -----------------------------
Name:                                   Name:
      -------------------------------         ----------------------------------
Title:                                  Title:
       ------------------------------          ---------------------------------
Date:                                   Date:
      -------------------------------         ----------------------------------


CINGULAR                                CINGULAR


Signature:                              Signature:
           --------------------------              -----------------------------
Name:                                   Name:
      -------------------------------         ----------------------------------
Title:                                  Title:
       ------------------------------          ---------------------------------
Date:                                   Date:
      -------------------------------         ----------------------------------

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

                                          (C) 2005 Synchronoss Technologies Inc.
                        Synchronoss Technologies, Inc Confidential & Proprietary

<PAGE>

                                       750 Route 202 South Bridgewater, NJ 08807
(SYNCHRONOSS TECHNOLOGIES INC. LOGO)                         www.Synchronoss.com

CINGULAR                                CINGULAR


Signature:                              Signature:
           --------------------------              -----------------------------
Name:                                   Name:
      -------------------------------         ----------------------------------
Title:                                  Title:
       ------------------------------          ---------------------------------
Date:                                   Date:
      -------------------------------         ----------------------------------

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

                                          (C) 2005 Synchronoss Technologies Inc.
                        Synchronoss Technologies, Inc Confidential & Proprietary
<PAGE>

                                       750 Route 202 South Bridgewater, NJ 08807
(SYNCHRONOSS TECHNOLOGIES INC. LOGO)                         www.synchronoss.com

(CINGULAR LOGO)
raising the bar

CINGULAR ONLINE
Cingular Online Order Management Center (OMC)
Addendum A - Pricing Agreement
September 1, 2005
Final

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

                                          (C) 2005 Synchronoss Technologies Inc.
                        Synchronoss Technologies, Inc Confidential & Proprietary

<PAGE>

(SYNCHRONOSS TECHNOLOGIES INC. LOGO)

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
1.0 Transaction Pricing Schedule...........................................    3
   1.1 Platform Service Fee................................................    3
   1.2 Cingular Online Order Mangement Center (OMC) - *** Service Fees.....    4
   1.3 Cingular Online Order Management Center (OMC) - *** Service Fees....    5
   1.4 Cingular Online Order Management Center (OMC) - *** Processing
       Service Fees........................................................    6
2.0 Forecasting............................................................    7
   2.1 Transaction Forecast................................................    7
   2.2 Call Volume Forecast................................................    7
3.0 Pricing Assumptions....................................................    8
4.0 Travel and Living Expenses.............................................   10
</TABLE>

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

7/01/05                                   (C) 2005 Synchronoss Technologies Inc.
                        Synchronoss Technologies, Inc Confidential & Proprietary


                                     Page 2

<PAGE>

(SYNCHRONOSS TECHNOLOGIES INC. LOGO)

1.0  TRANSACTION PRICING SCHEDULE

     This section of the SOW provides the transaction and service fees
     associated with the Agreement. The service fees in this SOW go into effect
     on the Effective Date of the Agreement. Modifications to any of the prices
     herein need to be in writing, and mutually agreed upon by both parties.

     1.1  PLATFORM SERVICE FEE

     Table 1 represents the API "click stream" transaction fee for the Order
     Gateway, Order Manager and Reporting Platform. The gateway fee is applied
     to every transaction received by the Order Gateway.

     TABLE 1: ASP PLATFORM SERVICE FEE

<TABLE>
<CAPTION>
                    TIERED
                   GATEWAY
                   SERVICE
SERVICE FEE TYPE    FEE ID                   SERVICE CHARGE                  TRANSACTION FEE
----------------   -------   ------------------------------------------      ---------------
<S>                <C>       <C>                                             <C>
  TRANSACTION        *T1     *** Average *** Transactions (Calculated ***)         $***
  SERVICE FEE         T2     *** Average Transactions (Calculated ***)             $***
                      T3     *** Average Transactions (Calculated ***)             $***
</TABLE>

* T = Transaction Service Fee

1.   The Transaction Service Fee assumes transactions may contain a maximum of
     five lines of service per transaction. Exceptions include e.g., bulk orders
     may require a special handling/transaction processing charge.

2.   The Transaction Price applies to all transactions in that tier. For
     example, if the Order Gateway receives *** transactions per ***, the
     Transaction Price for transactions *** will be at Tier 2 pricing for each
     order received.

     Cingular shall guarantee *** transactions per ***. In the event that the
     transaction volume in a *** is less than *** transactions, Cingular shall
     pay Tier 1 pricing for each transaction under the guaranteed *** minimum of
     *** transactions.

3.   For example, *** commitment = *** transactions. The actual received = ***
     for a total shortfall of *** transactions for the ***. Cingular would pay a
     total of $*** for the *** shortfall (*** transactions x tier 1 pricing).
     Notwithstanding anything herein to the contrary, if the initial or final
     period of the term of the Agreement does not span an entire *** , the
     guaranteed minimum shall be a prorated number based on the actual time
     period.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

7/01/05                                   (C) 2005 Synchronoss Technologies Inc.
                        Synchronoss Technologies, Inc Confidential & Proprietary


                                     Page 3
<PAGE>

(SYNCHRONOSS TECHNOLOGIES INC. LOGO)

1.2 CINGULAR ONLINE ORDER MANGEMENT CENTER (OMC) - *** SERVICE FEES

Table 3 represents the service fees associated with manually processing
transactions in Cingular back office systems.

TABLE 3: OMC CINGULAR PROCESSING SERVICE FEES:

<TABLE>
<CAPTION>
                                                                         CINGULAR *** PROCESSING FEES
                                                  --------------------------------------------------------------------------
                                                                                                    CANCELLED
                                                                                                   ----------
  SERVICE                                                CONSUMER                BUSINESS           EACH LINE
    FEE       CINGULAR   SERVICE      SERVICE     ---------------------   ----------------------   OF SERVICE
    TYPE       SYSTEM     FEE ID      CHARGE      1ST LINE   EACH ADDTL   1ST LINE   EACH ADDTL.     ( LOS )         SLA
-----------   --------   -------   ------------   --------   ----------   --------   -----------   ----------   ------------
<S>           <C>        <C>       <C>            <C>        <C>          <C>        <C>           <C>          <C>
    NEW          ***       *O1     Postpaid  -      $***        $***        $***        $***          $***        Addendum
ACTIVATION                         Workflow Mgr                                                                       B

                 ***       O2      Prepaid  -       $***        $***         ***         ***          $***        Addendum
                                   Workflow Mgr                                                                       B

    NEW          ***       O3      Postpaid -       $***        $***        $***        $***          $***        Addendum
ACTIVATION                         Workflow Mgr                                                                       B

                 ***       O4      Prepaid -        $***        $***         ***         ***          $***        Addendum
                                   Workflow Mgr                                                                       B

 *** LOCAL       ***       O5      Post Paid -      $***        $***        $***        $***          $***        Addendum
  NUMBER                           Workflow Mgr                                                                       B
PORTABILITY
   (LNP)

                 ***       O6      Prepaid -        $***        $***        $***        $***          $***        Addendum
                                   Workflow Mgr                                                                       B

 *** LOCAL       ***       O7      Post Paid -      $***        $***        $***        $***          $***        Addendum
  NUMBER                           Workflow Mgr                                                                       B
PORTABILITY
   (LNP)

                 ***       O8      Prepaid -        $***        $***        $***        $***          $***        Addendum
                                   Workflow Mgr                                                                       B

 MIGRATION       ***       O9      Service Fee      $***        $***        $***        $***          $***        Addendum
                                   - Workflow                                                                         B
                                   Mgr

                 ***       O10     Service Fee      $***        $***        $***        $***          $***        Addendum
                                   - Workflow                                                                         B
                                   Mgr

  UPGRADE        ***       O11     Service          $***        $***         ***         ***          $***        Addendum
 POSTPAID                          Fee  -                                                                             B
                                   Workflow Mgr

                 ***       O12     Service Fee      $***        $***         ***         ***          $***        Addendum
                                   - Workflow                                                                         B
                                   Mgr

 ACCESSORY       ***       O13     Service Fee      $***        $***        $***        $***          $***        Addendum
   ONLY                            Workflow Mgr                                                                       B

  FEATURE        ***       O14     Service Fee      $***        $***        $***        $***          $***        Same day
  REQUEST                          Workflow Mgr                                                                  fulfillment
                                                                                                                SLA does not
                                                                                                                    apply

                 ***       O15     Service Fee      $***        $***        $***        $***          $***        Same day
                                   Workflow Mgr                                                                  fulfillment
                                                                                                                SLA does not
                                                                                                                    apply

                           O16     Hourly FTE       $***        $***        $***        $***          $***        Addendum
   AGENT                           Rate for                                                                           B
   FTE/                            Data Entry
   HOURLY                          and Special
   RATE                            Projects
</TABLE>

*    O = Processing Fees in Cingular Back Office Systems

*****

***  Orders that are cancelled by any automated system and have no human STI
     touch would not incur a manual cancelled processing fee.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

7/01/05                                    (C) 2005 Synchronoss Technologies Inc
                        Synchronoss Technologies, Inc Confidential & Proprietary


                                     Page 4

<PAGE>

(SYNCHRONOSS TECHNOLOGIES INC. LOGO)

1.3 CINGULAR ONLINE ORDER MANAGEMENT CENTER (OMC) - *** SERVICE FEES

Table 4 represents the service fees associated with manually processing
transactions in *** back office systems.

TABLE 4: OMC *** PROCESSING SERVICE FEE

<TABLE>
<CAPTION>
                                                                            CINGULAR *** PROCESSING FEES
                                                                   ---------------------------------------------
                                                                      CONSUMER        BUSINESS          CARE
                                                                   -------------   -------------   -------------
                              SERVICE                               1ST    EACH     1ST    EACH     1ST    EACH
      SERVICE FEE TYPE         FEE ID        SERVICE CHARGE        LINE   ADDTL.   LINE   ADDTL.   LINE   ADDTL.
---------------------------   -------   ------------------------   ----   ------   ----   ------   ----   ------
<S>                           <C>       <C>                        <C>    <C>      <C>    <C>      <C>    <C>
ORDER MANAGER FEE 2.5G AND      *B1     Successful Consumer and     N/A     N/A    $***    $***     N/A     N/A
2G (SUCCESSFUL AND FAILED               B2B Transaction Service
TRANSACTION)                            Fee

                                 B2     Failed / Cancelled          N/A     N/A    $***    $***     N/A     N/A
                                        Transaction Service Fee

ORDER MANAGER MIGRATION          B3     Successful Consumer and     N/A     N/A    $***    $***     N/A     N/A
SERVICE FEE                             B2B Transaction Service
                                        Fee

                                        Failed / Cancelled          N/A     N/A    $***    $***     N/A     N/A
                                        Transaction Service Fee

ORDER MANAGER FEE 2G AND         B4     Successful Consumer         N/A     N/A    $***    $***     N/A     N/A
2.5 UPGRADE FEE                         and B2B Transaction
                                        Service Fee

                                 B5     Failed Transaction          N/A     N/A    $***     N/A     N/A     N/A
                                        Service Fee

MANUAL CREDIT CHECK SERVICE      B7     Manual Credit Check         N/A     N/A    $***     N/A     N/A     N/A
                                        Service

LINE NUMBER PORTABILITY          B8     Transactions Processed      N/A     N/A     N/A     N/A     N/A     N/A
(LNP)                                   with Line Number
                                        Portability Service

ACCESSORY ONLY                   B9     POS 1, POS 2, Oracle,       N/A     N/A    $***     N/A     N/A     N/A
                                        Titan, Siebel

OCS REGISTRATION PER            B10     Manually Establish          ***     ***     ***     ***     ***     ***
SUBSCRIBER                              Paperless Billing Option

FEATURE REQUEST                 B11     Manually Process            ***     ***     ***     ***     ***     ***
                                        Feature Request

AGENT FTE/HOURLY FEES           B12     Hourly FTE Rate for        $***    $***    $***    $***    $***    $***
                                        Data Entry and Special
                                        Projects
</TABLE>

*    B = Processing Fees in *** Back Office Systems

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

7/01/05                                    (C) 2005 Synchronoss Technologies Inc
                        Synchronoss Technologies, Inc Confidential & Proprietary


                                     Page 5
<PAGE>

(SYNCHRONOSS TECHNOLOGIES INC. LOGO)

     1.4 CINGULAR ONLINE ORDER MANAGEMENT CENTER (OMC) -*** PROCESSING SERVICE
     FEES

     Table 5 represents the service fees associated for processing
     automated/manual inbound and outbound calls.

     TABLE 5: *** PROCESSING FEES

<TABLE>
<CAPTION>
                                                                               TELEPHONY PROCESSING FEES
                                                               ---------------------------------------------------------
                                                                    CONSUMER            BUSINESS          CUSTOMER SVC
                                                               -----------------   -----------------   -----------------
                           SERVICE                                         EACH                EACH                EACH
    SERVICE FEE TYPE        FEE ID       SERVICE CHARGE        1ST LINE   ADDTL.   1ST LINE   ADDTL.   1ST LINE   ADDTL.
    ----------------       -------   -----------------------   --------   ------   --------   ------   --------   ------
<S>                        <C>       <C>                       <C>        <C>      <C>        <C>      <C>        <C>
INBOUND CALL                  T1     Inbound calls Handled =     $***       N/A      $***       N/A      $***       N/A
                                     Total calls answered by
                                     a live agent.

CALL ROUTING                  T2     Calls routed to other       $***       N/A      $***       N/A      $***       N/A
                                     centers by the
                                     automated IVR (not a
                                     warm transfer)

OUTBOUND CALL                 T3     Telephony cost              $***       N/A      $***       N/A      $***       N/A
                                     associated with
                                     outbound calls

INBOUND CALL AGENT CALL       T4     Hourly FTE rate for         $***       N/A      $***       N/A      $***       N/A
HANDLING FEE                         Inbound / Outbound
                                     Calls Processed

INBOUND/OUTBOUND CALL         T5     Percent of Total Calls      $***      $***      $***      $***      $***      $***
HANDLED BY IVR (BASELINE             Received Automated ***%
AUTOMATION RATE)                        - ***% Automation

INBOUND/OUTBOUND CALL         T6      Percent of Total Calls     $***      $***      $***      $***      $***      $***
HANDLED BY IVR (BASELINE                Received Automated
AUTOMATION RATE)                      ***% - ***% Automation

INBOUND/OUTBOUND CALL         T7      Percent of Total Calls     $***      $***      $***      $***      $***      $***
HANDLED BY IVR (BASELINE                Received Automated
AUTOMATION RATE)                      ***% - ***% Automation

INBOUND/OUTBOUND CALL         T8      Percent of Total Calls     $***      $***      $***      $***      $***      $***
HANDLED BY IVR (BASELINE                Received Automated
AUTOMATION RATE)                        GREATER THAN ***%
</TABLE>

*    T = *** Processing Fees

**   The IVR transaction charge supports the actual transaction cost and ongoing
     enhancements to the IVR.


CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

7/01/05                                   (C) 2005 Synchronoss Technologies Inc.
                        Synchronoss Technologies, Inc Confidential & Proprietary


                                     Page 6

<PAGE>

(SYNCHRONOSS TECHNOLOGIES INC. LOGO)

2.0 FORECASTING

     2.1 TRANSACTION FORECAST

     Cingular will provide Synchronoss with a *** forecast on or about *** of
     each ***. The forecast will provide Synchronoss with the automated and
     manual transaction volume requirements for the following *** detailed by
     ***. If the forecast is not received *** after the *** of each ***
     Synchronoss Technologies (STI) will invoke the prior *** forecast.

     In the event the actual transaction volume for a given *** does not achieve
     *** % of the *** forecast or *** % of the *** forecast, whichever is
     greatest then STI will invoice Cingular a minimum *** fee based on *** % of
     the *** or *** % of the *** forecasted transactions.

     2.2 CALL VOLUME FORECAST

     Cingular will provide Synchronoss with the expected call volume
     requirements for the following *** detailed by ***. If the forecast is not
     received *** after the *** of each *** Synchronoss Technologies (STI) will
     invoke the prior *** forecast for inbound calls.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

7/01/05                                   (C) 2005 Synchronoss Technologies Inc.
                        Synchronoss Technologies, Inc Confidential & Proprietary


                                     Page 7

<PAGE>

(SYNCHRONOSS TECHNOLOGIES INC. LOGO)

3.0 PRICING ASSUMPTIONS

     1.   STI and Cingular will meet once every *** to review and adjust the
          transaction prices where appropriate.

     2.   Synchronoss and Cingular agree to review and adjust where appropriate
          the B2B IRU manual transaction processing fees *** after partial
          automation is implemented for this transaction. Cingular will
          determine, at its option, when this review will take place. Any
          adjustment to the manual processing fees will be mutually agreed to by
          both parties and the pricing table amended as soon as possible.

     3.   Within *** after signature of the SOW, STI agrees to meet and reassess
          the baseline cost and service levels in this SOW. Any adjustments
          would be mutually agreed to by both parties

     4.   In the event that the time studies reveal a material change in costs,
          greater than *** %, both parties agree to review in detail the core
          reason for the change. In the event that a change is attributed to
          performance, then both parties will mutually agree if a change is
          warranted.

     5.   The service fee in this appendix is for processing a completed or
          cancelled transaction through the Order Gateway and OMC.

     6.   Service levels apply only to transactions that are processed through
          the existing ASP infrastructure. Exception handling, workarounds or
          transactions that do not flow through the Order Gateway and OMC will
          be excluded from the service levels and remedies defined in Addendum
          B.

     7.   STI anticipates processing additional transaction types. These
          transactions could be priced at a different rate. The rate for new
          transactions would be determined by the complexity and processing
          rates associated with the transaction. Transaction prices will be
          determined after a large enough sample size is processed by the OMC
          and will be mutually agreed to in writing by both parties. During this
          period STI will either process these transactions on a exception
          handling basis or would mutually agree on a price until an amendment
          is completed to Addendum A and Addendum B with mutually agreed upon
          pricing and associated SLA and remedies.

     8.   New transactions not identified in Section 3.0 of this SOW would be
          handled through a written change request. New transactions will
          require an initial trial period that will produce a large enough
          sample size to price the transaction. Service levels and remedies will
          not apply during the initial trial period.

     9.   STI anticipates the cancelled rate for manually processed transactions
          not to exceed *** % of total transaction volume. If the cancelled rate
          for manually processed orders exceeds *** % STI will charge Cingular
          the shipped /successful transaction rate.

     10.  Any modifications requested by Cingular that impact the configuration
          or processing methodology by STI may require pricing adjustments.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

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(SYNCHRONOSS TECHNOLOGIES INC. LOGO)

OPERATIONS MANAGEMENT TEAM

     As part of this SOW, STI will provide Cingular with Operations Management
     support. The dedicated team will provide Cingular with the following
     services:

     PROGRAM MANAGEMENT:

     Responsibilities include project management, business analysis, and
     functional analysis to support new development, features and functionality.
     Additional Program Management responsibilities include bringing new clients
     onto the Transaction Gateway API.

     OPERATIONS MANAGEMENT:

     Responsibilities include credit, activation, and order fulfillment,
     transaction queue management, service level monitoring and reporting,
     staffing, IVR management, training, and interacting with B2C and B2B and
     Care teams to ensure seamless, high quality customer service for eCommerce
     customers.

     For planning purposes STI assumes a minimum number of resources will be
     required for a period of ***. At the end of *** Cingular may adjust the
     number of FTEs on a *** basis. Adjustments to the resources must be
     communicated in writing *** before the start of the next ***. Table 6
     reflects the schedule and fee for the Operations Management Team.

     TABLE 6: OPERATIONS MANAGEMENT TEAM SCHEDULE AND COST

<TABLE>
<CAPTION>
MONTHS/QTR   FTES   PRICE PER FTE   TOTAL
----------   ----   -------------   -----
<S>          <C>    <C>             <C>
***           ***        $***        $***
***           ***         ***         ***
</TABLE>

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

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(SYNCHRONOSS TECHNOLOGIES INC. LOGO)

4.0 TRAVEL AND LIVING EXPENSES

     Travel and living expenses (e.g.: airfare, hotel, car, meal, phone)
     associated with program activities will be pre-approved per Cingular travel
     policy and billed back to Cingular at cost.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

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<PAGE>

                                       750 Route 202 South Bridgewater, NJ 08807
(SYNCHRONOSS TECHNOLOGIES INC. LOGO)                         www.synchronoss.com

(CINGULAR LOGO)
raising the bar

CINGULAR ONLINE


Cingular Online
Addendum B - SLA and Remedies
September 1, 2005
Final

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

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<PAGE>

(SYNCHRONOSS TECHNOLOGIES INC. LOGO)

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
1.0 SERVICE LEVEL REQUIREMENTS AND REMEDIES ...............................    3
   1.1 ORDER/TRANSACTION CYCLE TIME SERVICE LEVEL REQUIREMENTS: ...........    3
   1.2 ORDER/TRANSACTION QUALITY PROCESSING SERVICE LEVEL REQUIREMENTS: ...    5
   1.3 INBOUND CALL HANDLING SERVICE LEVELS REQUIREMENTS ..................    7
2.0 ASP PLATFORM SERVICE LEVELS AND REMEDIES ..............................    8
   2.1 STI ORDER GATEWAY AND WORKFLOW MANAGER AVAILABILITY ................    8
   2.2 Description for e-Mail Manager .....................................   12
3.0 ASSUMPTIONS ...........................................................   13
   3.1 METHODS AND PROCEDURES (M&P) .......................................   13
   3.2 SECURITY ...........................................................   13
   3.3 REMEDIES ...........................................................   13
</TABLE>

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

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(SYNCHRONOSS TECHNOLOGIES INC. LOGO)

1.0  SERVICE LEVEL REQUIREMENTS AND REMEDIES

     1.1  ORDER/TRANSACTION CYCLE TIME SERVICE LEVEL REQUIREMENTS:

          1.   *** % of all Lines of Service (LOS) received by STI in a ***
               period will be entered into the Cingular defined system of record
               within the shipping cut off window.

          2.   STI will not be responsible for failures to meet the Service
               Level Requirement for those lines of service that exceed the
               forecast by more than *** %.

          3.   If any individual *** or *** is greater than *** % of the *** or
               *** forecasted average, then STI will apply best efforts in
               processing the transactions that exceed the forecast by greater
               than *** %.

          4.   Special events will be reviewed on an individual basis. Cingular
               and STI agree to meet and review special event requirements on as
               needed basis. STI will apply best efforts to fulfill special
               event request.

          In the event the Service Level Requirement is not met in a given ***,
          STI will provide to Cingular the discount set forth on Table 1 each
          ***.

          If the Service Level Requirement exceeded in a given v, STI will
          invoice Cingular the premium set forth in Table 1 each ***.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

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(SYNCHRONOSS TECHNOLOGIES INC. LOGO)

TABLE 1: TRANSACTION CYCLE TIME SERVICE LEVELS AND REMEDIES

<TABLE>
<CAPTION>
SLA ID**           FULFILLMENT *** SLA INDEX                  *$-DISCOUNT (CREDIT) PER ORDER
--------           -------------------------                  ------------------------------
<S>        <C>                                         <C>
  OC 1      *** % - *** % of transactions submitted          *** % of Data Processing Expense
                   within shipping cut off***

  OC 2      *** % - *** % of transactions submitted          *** % of Data Processing Expense
                    within shipping cut off

  OC 3       *** - *** % of transactions submitted           *** % of Data Processing Expense
                    within shipping cut off

  OC 4        *** % transactions submitted within                   No Penalties Apply
                        shipping cut off

  OC 5      *** % - *** % of transactions submitted          *** % of Data Processing Expense
                    within shipping cut off

  OC 6      *** % - *** % of transactions submitted          *** % of Data Processing Expense
                    within shipping cut off

  OC 7      *** % - *** % of transactions submitted          *** % of Data Processing Expense
                    within shipping cut off

  OC 8     Less than *** % of transactions submitted   *** % of Data Processing Expense, First ***
                    within shipping cut off

  OC 9     Less than *** % of transactions submitted     *** % of Data Processing Expense, Second
                    within shipping cut off                            consecutive ***
</TABLE>

*    Remedies will be applied *** and apply to the total *** invoiced amount
     from tables 3 and 4 of Addendum A.

**   Order Cycle Time SLA

***  - Shipping cut-off is defined as *** for orders received before *** that
     same day.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

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(SYNCHRONOSS TECHNOLOGIES INC. LOGO)

     1.2  ORDER/TRANSACTION QUALITY PROCESSING SERVICE LEVEL REQUIREMENTS:

          1.   *** % of LOS received by STI in a *** period will be entered by
               STI correctly into the order entry and billing systems of record
               as it was received by STI's ASP (Transaction Gateway, Workflow
               Manager) infrastructure. Orders that deviate from Cingular Online
               Shipped As Ordered (SAO) policy will be excluded from the SLA and
               remedies in this document.

          2.   STI will not be responsible for failure to enter data for reasons
               outside of STI's control; including and without limitation due to
               inaccurate data provided by Cingular client applications or
               Cingular IT systems.

          3.   STI will audit a statistical valid sample size on a *** basis to
               assess the quality levels. This information will be provided to
               Cingular leadership on an agreed to schedule

          4.   The manual QA process will be augmented by a systematic "Shipped
               as Ordered" assessment approach, when available, that will target
               an audit of *** % LOS/day.

          5.   Transactions that are not received through the Order Gateway will
               not be eligible for SLA's and Remedies.

     In the event the Service Level Requirement is not met in a given ***, STI
     will provide to Cingular the discount set forth below in Table 2 on a ***
     basis.

     If the Service Level Requirement is exceeded by STI in a given ***, STI
     will invoice Cingular the premium set forth below in Table 2 on a ***
     basis.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

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<PAGE>

(SYNCHRONOSS TECHNOLOGIES INC. LOGO)

     TABLE 2: ORDER/TRANSACTION QUALITY PROCESSING SERVICE LEVELS AND REMEDIES

<TABLE>
<CAPTION>
SLA ID**           **** SLA INDEX             *$-DISCOUNT (CREDIT) PER ORDER
--------           --------------             ------------------------------
<S>        <C>                              <C>
  OQ 1      *** % - *** % of LOS will be     *** % of Data Processing Expense
                submitted accurately

  OQ 2      *** % - *** % of LOS will be     *** % of Data Processing Expense
                submitted accurately

  OQ 3      *** % - *** % of LOS will be     *** % of Data Processing Expense
                submitted accurately

  OQ 4     *** % of LOS will be submitted           No Penalties Apply
                     accurately

  OQ 5      *** % - *** % of LOS will be     *** % of Data Processing Expense
                submitted accurately

  OQ 6      *** % - *** % of LOS will be     *** % of Data Processing Expense
                submitted accurately

  OQ 7     *** % of LOS will be submitted   *** % of Data Processing Expense,
                     accurately                         First ***

  OQ 8     *** % of LOS will be submitted   *** % of Data Processing Expense,
                     accurately                   Second consecutive ***
</TABLE>

*    Remedies will be applied *** and apply to the total *** invoiced amount
     from tables 3 and 4 of Addendum A.

**   Order Quality Service Level

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

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(SYNCHRONOSS TECHNOLOGIES INC. LOGO)

     1.3  INBOUND CALL HANDLING SERVICE LEVELS REQUIREMENTS

     1.   STI will not be responsible for failures to meet the Service Level
          Requirement for any specific day when calls exceed the *** forecast by
          more than *** %. In this event, these specific *** will be excluded
          from the *** assessment.

     2.   ASA - Average Speed of Answer by a live agent (excludes IVR time)

     3.   Abandon Calls - Percent of OMC offered calls abandoned

     TABLE 3: INBOUND CALL HANDLING SERVICE LEVELS

<TABLE>
<CAPTION>
SLA ID*         SERVICE LEVEL CATEGORY                   SERVICE LEVEL
-------         ----------------------                   -------------
<S>       <C>                                  <C>
 IC 1                Abandon Rate                 Less Than *** % of all calls
                                                offered in a given *** will be
                                                           abandoned

 IC 2      *** Average Speed of Answer (ASA)      *** % of calls offered to an
                                                 agent will be answered in less
                                                than *** by a live agent, during
                                               the normal inbound call operating
                                                         hours per ***.

 IC 3     *** ASA (as measured by normal ***     *** % of the hours within the
               operating business hours)        normal daily business operating
                                                 hours for inbound calls, will
                                                  have an ASA of less than ***
</TABLE>

*    IC = Inbound Call Service Level

     STI and Cingular will meet no less than once every *** to review and modify
     the call types, SLA and remedies where appropriate.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

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<PAGE>

(SYNCHRONOSS TECHNOLOGIES INC. LOGO)

2.0  ASP PLATFORM SERVICE LEVELS AND REMEDIES

     2.1  STI ORDER GATEWAY AND WORKFLOW MANAGER AVAILABILITY

     SYSTEM AVAILABILITY:

     The Order Gateway and Workflow Manager is available 24 hours a day, 7 days
     per week excluding 1) regularly scheduled downtimes to perform system
     upgrades, application administration, and any other planned events and 2)
     STI written requests to customer for any unscheduled maintenance outage
     periods, if needed.

     ASP PLATFORM SERVICE LEVELS:

     1.   Order Gateway and associated workflow processes - *** % system up time

     2.   Email Service - *** % system up time

     3.   Workflow Manager - *** % system up time

     4.   Housekeeping and other scheduled system processes e.g., Fedx Tracker
          job - *** % system uptime

     5.   Reporting Platform - *** % system up time

     SERVICE LEVEL MEASUREMENT PROCESS:

     1.   Statistics used to determine downtime are collected using a suite of
          network and application monitoring tools as well as data collected by
          the application itself.

     2.   ASP Platform Service level attainment is reviewed on a *** basis. All
          statistics from STI's monitoring suite are reviewed and dowtime
          recorded for that week is summarized for each funtional area of the
          ASP platform (e.g. gateway, email, workflow etc.)

     3.   STI assumes that the *** and *** transaction volume will not exceed
          the forecast by more than *** %. Volume in excess of this amount will
          exempt STI from these SLA and Remedies for the affected period.
          Requirements for special events, e.g. bulk orders will be addressed on
          an individual basis.

     4.   Functional area outages are determined using the guidelines in the
          tables below:

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

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(SYNCHRONOSS TECHNOLOGIES INC. LOGO)

     TABLE 4: STI SYSTEM OUTAGE GUIDELINES

<TABLE>
<CAPTION>
     Platform                                 Outage Criteria
     --------                                 ---------------
<S>                  <C>
ORDER GATEWAY        -    ALL GATEWAY APPLICATION SERVERS ARE DOWN

                     -    GATEWAY CANNOT PROCESS CLIENT TRANSACTIONS AND "NACKS"
                          ALL MESSAGES TO THE GATEWAY

EMAIL SERVICE        -    ALL EMAIL BRIDGEHEAD/RELAY SERVERS ARE DOWN

                     -    NO MESSAGES ARE FORWARDED FROM STI EMAIL SERVICE

WORKFLOW MANAGER     -    ALL WORKFLOW MANAGER SERVERS ARE DOWN

                     -    GREATER THAN *** % OF END-USERS/AGENTS CANNOT ACCESS
                          WORKFLOW MGR

HOUSEKEEPING              AN OUTAGE WILL BE RECORDED IF ANY ONE OF THE FOLLOWING
                          OCCURS:

                     -    SCHEDULE TASKS DO NOT EXECUTE AT THEIR PROPER TIMES
                          RESULTING IN ORDERS NOT BEING ASSIGNED THE CORRECT
                          STATUS

REPORTING PLATFORM        AN OUTAGE WILL BE RECORDED IF ANY ONE OF THE FOLLOWING
                          OCCURS:

                     -    REAL TIME REPORTING APPLICATION IS UNAVAILABLE OR IS
                          NOT UPDATING ON A SCHEDULED BASIS

                     -    HOURLY REPORTS ARE NOT GENERATED AND DELIVERED (FOR
                          REASONS OTHER THAN AN STI OR CINGULAR EMAIL ISSUE).
                          AVAILABILITY WILL BE MEASURED AS A PERCENTAGE OF THE
                          OVERALL NUMBER OF REPORTS GENERATED ON A MONTHLY BASIS
</TABLE>

     ASP PLATFORM ELIGIBLE FOR REMEDIES:

     1.   Order Gateway and associated workflow processes - *** % system up time

     2.   Email Service - *** % system up time

     STI will calculate all downtime associated with both items listed above and
     provide one summary figure on a *** basis for overall availability. Failure
     to meet service levels will result in the remedies as defined in Table 5
     below.

     TABLE 5: STI SYSTEM AVAILABILITY SERVICE LEVELS AND REMEDIES

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

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<PAGE>

(SYNCHRONOSS TECHNOLOGIES INC. LOGO)

<TABLE>
<CAPTION>
                                      %-Discount (Credit) off Total
Service Level - System Availability          *** Gateway Fee*
-----------------------------------   -----------------------------
<S>                                   <C>
           *** % - *** %                      *** % DISCOUNT

           *** % - *** %                      *** % DISCOUNT

           *** % - *** %                      *** % DISCOUNT

          LESS THAN *** %                     *** % DISCOUNT
</TABLE>

*    Discounts will be applied in the *** the penalty/remedy is realized

*    SLA's and remedies do not apply when STI, at the request of Cingular
     bypasses the full testing cycle on a new release.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

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<PAGE>

(SYNCHRONOSS TECHNOLOGIES INC. LOGO)

     TABLE 6: ILLUSTRATIVE STI SYSTEM OUTAGE CALCULATION

<TABLE>
<CAPTION>
               *** of Unscheduled
Availability    Downtime/Per ***
------------   ------------------
<S>            <C>
    *** %              ***

    *** %              ***

    *** %              ***

    *** %              ***

    *** %              ***

    *** %              ***

    *** %              ***

    *** %              ***

    *** %              ***
</TABLE>

     TABLE 7: CINGULAR SYSTEM AVAILABILITY SERVICE LEVELS AND REMEDIES

<TABLE>
<CAPTION>
  SERVICE LEVEL - SYSTEM AVAILABILITY                          REMEDY
  -----------------------------------     -----------------------------------------------
<S>                                       <C>
Cingular System Outage for greater than      Synchronoss will apply the YTD historical
   *** in a *** period. This excludes     shipped and cancelled ratio to *** % of the ***
         scheduled maintenance                               forecast.

 Cingular Systems will be available for     Cingular System outages that do not meet the
 the published Cingular operating SLA's   published Cingular operating SLA's will exclude
                                              STI from all Processing Remedies in ***
</TABLE>

*    Credits accrued by STI as a result of Cingular System outages can be
     applied to remedies/penalties incurred by STI.

     1.   Scheduled System Maintenance is excluded from all SLA System
          Availability calculations.

     2.   Scheduled System Maintenance requires a written notice up to ***, but
          not less than *** notice to Cingular and STI Decision Makers.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

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(SYNCHRONOSS TECHNOLOGIES INC. LOGO)

     2.2  Description for e-Mail Manager

     STI will host an email infrastructure that reliably forwards all system
     generated emails to Cingular Online customers. This infrastructure will
     operate within the following service levels:

          1.   Dual mail relay servers to deliver *** % uptime

          2.   Support *** email messages per day

          3.   *** retention of all sent email messages

          4.   Message sizes may not exceed *** or contain attachments

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

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(SYNCHRONOSS TECHNOLOGIES INC. LOGO)

3.0  ASSUMPTIONS

     3.1  METHODS AND PROCEDURES (M&P)

     STI's Order Management Center will adhere to Cingular approved Methods and
     Procedures (M&P). STI must submit a change request and receive written
     approval from Cingular to deviate from the approved M&P.

     3.2  SECURITY

     STI in its ordinary course of business, from time to time but no less than
     every ***, will have an independent security audit evaluating its controls
     and procedures as it relates to all of its clients. Any material weaknesses
     which arise will be immediately corrected or otherwise disclosed to
     Cingular.

     3.3  REMEDIES

          1.   Service levels apply only to transactions that are received and
               processed through the Order Gateway and OMC.

          2.   SLA and remedies do not apply when latency or system issues are
               experienced with Cingular or Third Party Vendor systems, e.g.:
               Care, Telegence, Siebel, NBO, Oracle, other Back Office Systems.

          3.   Remedies not identified in this document may require further
               negotiation on the service price per transaction.

          4.   Cingular must maintain Account Payable terms better than *** or
               all remedies are forfeited for that period.

          5.   STI is not eligible for any bonus if any other of the Service
               Levels is missed for ***. Once Synchronoss is back within service
               levels the premium charge for exceeding SLA would apply.

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

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                                     Page 13