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<SEC-DOCUMENT>0000950123-04-004428.txt : 20040408
<SEC-HEADER>0000950123-04-004428.hdr.sgml : 20040408
<ACCEPTANCE-DATETIME>20040408173015
ACCESSION NUMBER:		0000950123-04-004428
CONFORMED SUBMISSION TYPE:	F-3
PUBLIC DOCUMENT COUNT:		7
FILED AS OF DATE:		20040408

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMDOCS LTD
		CENTRAL INDEX KEY:			0001062579
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER PROGRAMMING SERVICES [7371]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			X0
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		F-3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-114344
		FILM NUMBER:		04725653

	BUSINESS ADDRESS:	
		STREET 1:		SUITE 5, TOWER HILL HOUSE LE BORDAGE
		STREET 2:		ST PETER PORT
		CITY:			ISLAND OF GUERNSEY
		STATE:			X0
		ZIP:			GY1 3QT
		BUSINESS PHONE:		011-44-1481-728444

	MAIL ADDRESS:	
		STREET 1:		SUITE 5, TOWER HILL HOUSE LE BORDAGE
		STREET 2:		ST PETER PORT
		CITY:			ISLAND OF GUERNSEY
		STATE:			X0
		ZIP:			GY1 3QT
</SEC-HEADER>
<DOCUMENT>
<TYPE>F-3
<SEQUENCE>1
<FILENAME>y95911fv3.txt
<DESCRIPTION>AMDOCS LIMITED
<TEXT>
<PAGE>

      As filed with the Securities and Exchange Commission on April 8, 2004
                                                 Registration Statement No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                          ----------------------------
                                    FORM F-3
                          ----------------------------

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                          ----------------------------

                                 AMDOCS LIMITED
             (Exact name of registrant as specified in its charter)
                          ----------------------------

               ISLAND OF GUERNSEY                             NOT APPLICABLE
(State or other jurisdiction of incorporation or             (I.R.S. Employer
                 organization)                              Identification No.)

                      SUITE 5, TOWER HILL HOUSE LE BORDAGE
           ST. PETER PORT, ISLAND OF GUERNSEY, GY1 3QT CHANNEL ISLANDS
                               011-44-1481-728444
   (Address and telephone number of registrant's principal executive offices)

                                  AMDOCS, INC.
           1390 TIMBERLAKE MANOR PARKWAY, CHESTERFIELD, MISSOURI 63017
                     ATTENTION: THOMAS G. O'BRIEN, TREASURER
                                 (314) 212-8328
            (Name, address and telephone number of agent for service)

                          ----------------------------

      THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:

                             ROBERT A. SCHWED, ESQ.
                                HALE AND DORR LLP
                                 300 PARK AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 937-7200

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after this Registration Statement becomes effective.

     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _________________

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _________________

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

                          ----------------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                           Amount        Proposed Maximum   Proposed Maximum      Amount of
                                                           to be          Offering Price       Aggregate         Registration
        Title of Securities to be Registered             Registered         Per Share        Offering Price          Fee
- ----------------------------------------------------    ---------------  ----------------   ----------------     ------------
<S>                                                     <C>              <C>                <C>                  <C>
0.50% Convertible Notes due 2024....................    $450,000,000(1)         100%          $450,000,000         $57,015
Ordinary Shares,(pound)0.01 par value per share.....      10,435,995(2)          (2)                    (2)             (3)
</TABLE>

(1)  Equals the aggregate principal of the notes being registered.

(2)  The number of ordinary shares registered hereunder is based upon the
     maximum number of ordinary shares of the registrant that is issuable upon
     conversion of the notes. Pursuant to Rule 416 under the Securities Act of
     1933, as amended, the amount to be registered also includes an
     indeterminate number of ordinary shares issuable as a result of stock
     splits, stock dividends, recapitalizations or similar events.

(3)  No additional consideration will be received for the ordinary shares, and
     therefore no registration fee is required for these shares pursuant to Rule
     457(i).

     THE COMPANY HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE COMPANY SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

================================================================================

<PAGE>

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING SECURITYHOLDERS NAMED IN THIS PROSPECTUS MAY NOT SELL THESE SECURITIES
UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES AND THE SELLING SECURITYHOLDERS NAMED IN THIS PROSPECTUS ARE NOT
SOLICITING OFFERS TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR
SALE IS NOT PERMITTED.

                   SUBJECT TO COMPLETION, DATED APRIL 8, 2004

PROSPECTUS

                                  $450,000,000

                                 AMDOCS LIMITED

                     0.50% CONVERTIBLE SENIOR NOTES DUE 2024
        10,435,995 ORDINARY SHARES ISSUABLE UPON CONVERSION OF THE NOTES

                        -------------------------------

         Amdocs Limited, a company organized under the laws of the Island of
Guernsey, issued $450,000,000 aggregate principal amount of its 0.50%
Convertible Senior Notes due 2024 in a private placement on March 5, 2004 to the
initial purchasers. The initial purchasers resold the notes to qualified
institutional buyers in accordance with Rule 144A under the Securities Act of
1933, as amended. This prospectus will be used by the selling securityholders
from time to time to resell their notes and any ordinary shares issuable upon
conversion of the notes. We will not receive any proceeds from the sale of the
notes or any ordinary shares issuable upon conversion of the notes offered by
this prospectus.

         The notes bear regular interest at 0.50% per annum on the principal
amount from March 5, 2004. Regular interest is payable semi-annually on March 15
and September 15 of each year, beginning September 15, 2004. The notes are
unsecured and unsubordinated obligations of Amdocs Limited and will rank equal
in priority with all of its other existing and future unsecured and
unsubordinated indebtedness and senior in right of payment to all of its
existing and future subordinated indebtedness.

         Holders may convert each note for a number of ordinary shares, which we
refer to as the conversion rate, as follows:

         -    during any fiscal quarter commencing after March 31, 2004, and
              only during that quarter if the closing sale price of our ordinary
              shares exceeds 130% of the conversion price for at least 20
              trading days in the 30 consecutive trading days ending on the last
              trading day of the preceding fiscal quarter (initially 130% of
              $43.12, or $56.06),

         -    upon the occurrence of specified credit rating events with respect
              to the notes;

         -    subject to certain exceptions, during the five business day period
              after any five consecutive trading day period (the "measurement
              period") in which the trading price per note for each day of that
              measurement period was less than 98% of the product of the closing
              sale price of our ordinary shares and the conversion rate;
              provided, however, holders may not convert their notes (in
              reliance on this subsection) if on any trading day during such
              measurement period the closing sale price of our ordinary shares
              was between 100% and 130% of the then current conversion price of
              the notes (initially, between $43.12 and $56.06),

         -    if the notes have been called for redemption, or

         -    upon the occurrence of specified corporate events described under
              "Description of Notes--Conversion of Notes--Conversion Upon
              Specified Corporate Transactions."

         Beginning March 20, 2009, we may redeem any of the notes at a
redemption price equal to 100% of their principal amount, plus accrued and
unpaid interest. Holders may require us to repurchase some or all of their notes
at a repurchase price equal to 100% of their principal amount plus accrued and
unpaid interest and liquidated damages, if any, on March 15 of 2009, 2014 and
2019 or at any time prior to their maturity following a designated event, as
defined herein.

<PAGE>

         The initial conversion rate for the notes is 23.1911 ordinary shares
per $1,000 principal amount of notes, subject to adjustment as described in this
prospectus, which represents an initial conversion price of approximately $43.12
per share.

         Our ordinary shares are traded on the New York Stock Exchange under the
symbol "DOX." On April 5, 2004, the closing sale price of our ordinary shares on
the New York Stock Exchange was $28.84 per share. You are urged to obtain
current market quotations for our ordinary shares.

         For a more detailed description of the notes, see "Description of
Notes" beginning on page 25.

                        -------------------------------

SEE "RISK FACTORS" BEGINNING ON PAGE 9 TO READ ABOUT FACTORS YOU SHOULD CONSIDER
             BEFORE INVESTING IN THE NOTES OR OUR ORDINARY SHARES.

                        -------------------------------

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
   COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
 THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
                              A CRIMINAL OFFENSE.

                        -------------------------------

             THE DATE OF THIS PROSPECTUS IS _____________ __, 2004.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              PAGE
                                                                              ----
<S>                                                                           <C>
INCORPORATION OF DOCUMENTS BY REFERENCE................................        ii
WHERE YOU CAN FIND MORE INFORMATION....................................        ii
PROSPECTUS SUMMARY.....................................................         1
THE OFFERING...........................................................         3
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION.....................         8
RISK FACTORS...........................................................         9
OFFERING STATISTICS AND TIMETABLE......................................        21
REASONS FOR THE OFFER AND USE OF PROCEEDS..............................        21
DIVIDEND POLICY........................................................        21
THE OFFER AND LISTING..................................................        22
CAPITALIZATION.........................................................        24
DESCRIPTION OF NOTES...................................................        25
DESCRIPTION OF SHARE CAPITAL...........................................        43
COMPARISON OF UNITED STATES AND GUERNSEY CORPORATE LAW.................        45
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS................        47
CERTAIN GUERNSEY TAX CONSIDERATIONS....................................        51
SELLING SECURITYHOLDERS................................................        52
PLAN OF DISTRIBUTION...................................................        55
LEGAL MATTERS..........................................................        57
EXPERTS................................................................        57
ENFORCEABILITY OF CIVIL LIABILITIES....................................        57
</TABLE>

         We have not authorized anyone to provide you with information different
from that contained or incorporated by reference in this prospectus. The selling
securityholders are offering to sell, and seeking offers to buy, the securities
only in jurisdictions where offers and sales are permitted. The information
contained in this prospectus is accurate only as of the date of this prospectus,
regardless of the time of delivery of this prospectus or of any sale of the
securities.

         Unless the context otherwise requires, references in this prospectus to
"Amdocs," "we," "us," and "our" refer to Amdocs Limited and its subsidiaries.

                                        i
<PAGE>

                     INCORPORATION OF DOCUMENTS BY REFERENCE

         We incorporate by reference into this prospectus the documents listed
below and any future filings we make with the Securities and Exchange
Commission, referred to herein as the SEC, under Sections 13(a), 13(c) or 15(d)
of the Securities Exchange Act of 1934, as amended, referred to herein as the
Exchange Act, including any filings or submissions after the date of this
prospectus, until the selling securityholders have sold all of the ordinary
shares to which this prospectus relates:

         -    Our annual report on Form 20-F for the fiscal year ended September
              30, 2003, filed on December 24, 2003;

         -    Our report on Form 6-K containing our proxy materials for our
              annual general meeting of shareholders, filed on December 24,
              2003;

         -    Our report on Form 6-K containing our results for the quarterly
              period ended December 31, 2003, filed on February 17, 2004;

         -    Our reports on Form 6-K with respect to our offering of 0.50%
              Convertible Senior Notes due 2024, filed on March 1, March 2 and
              March 5, 2004;

         -    Our unaudited pro forma condensed consolidated financial
              statements and the unaudited financial statements of Certen Inc.
              contained in our Registration Statement on Form F-3 filed on March
              31, 2004; and

         -    The description of our ordinary shares contained in our
              Registration Statement on Form 8-A filed on June 17, 1998 under
              Section 12 of the Exchange Act, including any amendment or report
              updating this description.

         The information incorporated by reference is an important part of this
prospectus. Any statement in a document incorporated by reference into this
prospectus will be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained in (1) this prospectus or
(2) any other subsequently filed document that is incorporated by reference into
this prospectus modifies or supersedes such statement.

         You may request a copy of any or all of the documents referred to above
other than exhibits to such documents that are not specifically incorporated by
reference therein. Written or telephone requests should be directed to Thomas G.
O'Brien, Secretary and Treasurer, Amdocs, Inc., 1390 Timberlake Manor Parkway,
Chesterfield, Missouri 63017, telephone (314) 212-8328. Copies of such documents
may also be obtained from various alternative sources. See "Where You Can Find
More Information."

                       WHERE YOU CAN FIND MORE INFORMATION

         We are subject to the reporting requirements of foreign private issuers
under the Exchange Act. Pursuant to the Exchange Act, we file reports with the
SEC, including an Annual Report on Form 20-F, and we submit reports to the SEC,
including Reports of Foreign Private Issuers on Form 6-K. These reports and
other information may be inspected and copied at the Public Reference Section of
the SEC at 450 Fifth Street, N.W, Judiciary Plaza, Washington, D.C. 20549-1004.
Information on the operation of the Public Reference Room may be obtained by
calling the SEC at 1-800-SEC-0330. Reports and information statements and other
information filed electronically with the SEC are available at the SEC's website
at http://www.sec.gov. Some of this information may also be found on our website
at www.amdocs.com.

         This prospectus is part of a registration statement that we filed with
the SEC. The registration statement contains more information than this
prospectus regarding us and our ordinary shares, including certain exhibits and
schedules. You can obtain a copy of the registration statement from the SEC at
the address listed above or from the SEC's Internet site.

                                       ii
<PAGE>

                               PROSPECTUS SUMMARY

         This summary highlights selected information about us and the notes and
is not intended to be complete. It does not contain all the information that you
should consider before investing in the notes. You should read carefully this
entire prospectus, including "Risk Factors" and our consolidated financial
statements and related notes and the other documents that we incorporate by
reference into this prospectus before making an investment decision.

                                 AMDOCS LIMITED

         Our market focus is primarily the communications industry, and we are a
leading provider of software products and services to major communications
companies in North America, Europe and the rest of the world. Our products and
services provide an integrated approach to customer management, which we refer
to as Integrated Customer Management. Our Integrated Customer Management product
offerings consist primarily of billing and customer relationship management
systems, which we refer to, collectively, as CC&B Systems. Our portfolio also
includes a full range of directory sales and publishing systems for publishers
of both traditional printed yellow page and white page directories and
electronic Internet directories.

         Our Integrated Customer Management systems are designed to meet the
mission-critical needs of leading communications service providers, which
include customer relationship management, order management, call rating, invoice
calculation and preparation, bill formatting, collections, partner relationship
management and directory publishing services. We support a wide range of
communications services, including wireline, wireless, voice, data, broadband,
content, electronic and mobile commerce and Internet Protocol based services. We
also support companies that offer multiple service packages, commonly referred
to as bundled or convergent services. Due to the complexity of our customers'
projects and the expertise required for system support, we also provide
extensive system implementation, integration, modification, ongoing support,
enhancement and maintenance services. In addition, we offer Managed Services,
which include a combination of services, such as system modernization and
consolidation, management and operation of data centers, purchase and management
of related hardware assets, billing operations and application support.

         Since the inception of our business in 1982, we have concentrated on
providing software products and services to major communications companies. By
focusing on this market, we believe that we have been able to develop the
innovative products and the industry expertise, project management skills and
technological competencies required for the advanced, large-scale,
specifications-intensive system projects typical of leading communications
providers. Our customer base includes major North American, European and other
communications companies, including major wireline companies (such as Bell
Canada, SBC, Telefonica and Deutsche Telekom) and wireless companies (such as
Nextel, Cingular Wireless, Vodafone Group and T-Mobile).

         Our goal is to provide advanced information technology software
products and related customer service and support to the world's leading
communications companies. We seek to accomplish our goal by pursuing the
strategies described below.

         -    Continued Focus on the Communications Industry. We intend to
              continue to concentrate our main resources and efforts on
              providing strategic information systems to the communications
              industry. This strategy has enabled us to develop the specialized
              industry know-how and capability necessary to deliver the
              technologically advanced, large-scale, specifications-intensive
              information systems solutions required by the leading
              communications companies in the wireless, wireline and convergent
              service sectors.

         -    Target Industry Leaders. We intend to continue to direct our
              marketing efforts principally towards the major communications
              companies. Our customer base includes major communications
              companies in North America (including SBC, Verizon and Nextel),
              Europe

                                       1
<PAGE>

              (including Deutsche Telekom (Germany), BT (UK), Vodafone Group
              (UK) and Telefonica (Spain)) and the Asia-Pacific region (Telstra
              (Australia)). We believe that the development of this premier
              customer base has helped position us as a market leader, while
              contributing to the core strength of our business. By targeting
              industry leaders that require the most sophisticated information
              systems solutions, we believe that we are best able to ensure that
              we remain at the forefront of developments in the industry.

         -    Deliver Integrated Products and Services Solutions. Our strategy
              is to provide customers with total systems solutions consisting of
              our Integrated Customer Management products and our specialized
              services. By leveraging our product and industry knowledge, we
              believe that we can provide effective system integration and
              implementation services as well as Managed Services to our
              customers.

         -    Provide Customers with a Broad, Integrated Suite of Products. We
              seek to provide our customers with a broad suite of products to
              meet all their Integrated Customer Management needs. For
              communications service providers, we seek to provide CC&B Systems
              across all lines of their business, such as wireline, mobile and
              data. This approach also means that we can support global
              communications service providers throughout their various
              international operations. We believe that our ability to provide a
              broad suite of products helps establish us as a strategic partner
              for our customers, and also provides us with multiple avenues for
              strengthening and expanding our ongoing customer relationships.

         -    Maintain and Develop Long-Term Customer Relationships. We seek to
              maintain and develop long-term, mutually beneficial relationships
              with our customers. These relationships generally involve
              additional product sales, as well as ongoing support, system
              enhancement and maintenance services. We believe that such
              relationships are facilitated in many cases by the
              mission-critical strategic nature of the systems provided by us
              and by the added value we provide through our specialized skills
              and knowledge. In addition, our strategy is to solidify our
              existing customer relationships by means of long-term support and
              maintenance contracts.

                        -------------------------------

         We were organized under the laws of the Island of Guernsey in 1988.
Since 1995, Amdocs Limited has been a holding company for the various
subsidiaries that conduct our business on a worldwide basis. Our registered
office is located in Suite 5, Tower Hill House Le Bordage, St. Peter Port,
Island of Guernsey, GY1 3QT Channel Islands, and the telephone number at that
location is 011-44-1481-728444. The executive offices of our principal
subsidiary in the United States are located at 1390 Timberlake Manor Parkway,
Chesterfield, Missouri 63017, and the telephone number at that location is (314)
212-8328. We maintain a website at www.amdocs.com. We are not incorporating the
information contained in our website as part of, or incorporating it by
reference into, this prospectus.

                                       2
<PAGE>

                                  THE OFFERING

Issuer ................    Amdocs Limited, a company organized under the laws of
                           the Island of Guernsey.

Securities Offered ....    $450.0 million principal amount of 0.50% Convertible
                           Senior Notes due 2024 and 10,435,995 ordinary shares
                           issuable upon conversion of the notes.

Maturity Date .........    March 15, 2024, unless earlier converted, redeemed or
                           repurchased.

Ranking ...............    The notes are our direct, unsecured and
                           unsubordinated obligations and rank equal in priority
                           with all of our other existing and future unsecured
                           and unsubordinated indebtedness, including our 2%
                           Convertible Notes due June 1, 2008, which we refer to
                           as the 2% Notes, and senior in right of payment to
                           all of our existing and future subordinated
                           indebtedness. The notes are unsecured and, therefore,
                           are effectively subordinated to any of our secured
                           debt, to the extent of the assets securing such
                           indebtedness. The notes are also structurally
                           subordinated to the debt and other liabilities of our
                           subsidiaries. With the exception of the 2% Notes,
                           substantially all of the liabilities reflected on our
                           balance sheet as of December 31, 2003 are liabilities
                           of our subsidiaries.

Interest ..............    0.50% per annum on the principal amount of the notes,
                           payable semi-annually in arrears in cash on March 15
                           and September 15 of each year, beginning on September
                           15, 2004.

Conversion Rights .....    You may convert the notes into our ordinary shares,
                           par value(pound)0.01 per share, which we refer to as
                           our ordinary shares, at a conversion rate of 23.1911
                           shares per $1,000 principal amount of notes (a
                           conversion price of $43.12 per share), subject to
                           adjustment, prior to the close of business on the
                           final maturity date under any of the following
                           circumstances:

                           -        during any fiscal quarter commencing after
                                    March 31, 2004, and only during that fiscal
                                    quarter if the closing sale price of our
                                    ordinary shares exceeds 130% of the
                                    conversion price for at least 20 trading
                                    days in the 30 consecutive trading days
                                    ending on the last trading day of the
                                    preceding fiscal quarter; or

                           -        after the earlier of (a) the date the notes
                                    are rated by both Standard & Poor's Ratings
                                    Services, a division of The McGraw-Hill
                                    Companies, Inc., and its successors
                                    ("Standard & Poor's") and Moody's Investor
                                    Services and its successors ("Moody's") and
                                    (b) five business days from the date the
                                    notes are issued, during any period in which
                                    the credit rating assigned to the notes by
                                    Standard & Poor's or Moody's is "BB-" or
                                    "Ba3," respectively, or lower, or if either
                                    of these rating agencies no longer rates the
                                    notes, or if either of these rating agencies
                                    suspends or withdraws the rating assigned to
                                    the notes, or if the notes are not assigned
                                    a rating by both rating agencies; or

                                       3
<PAGE>
                           -        during the five business day period after
                                    any five consecutive trading day period (the
                                    "measurement period") in which the trading
                                    price per note for each day of that
                                    measurement period was less than 98% of the
                                    product of the closing sale price of our
                                    ordinary shares and the number of shares
                                    issuable upon conversion of $1,000 principal
                                    amount of the notes; provided, however, you
                                    may not convert your notes (in reliance on
                                    this subsection) if on any trading day
                                    during such measurement period the closing
                                    sale price of our ordinary shares was
                                    between 100% and 130% of the then current
                                    conversion price of the notes; or

                           -        if the notes have been called for
                                    redemption; or

                           -        upon the occurrence of specified corporate
                                    events described under "Description of
                                    Notes--Conversion of Notes--Conversion Upon
                                    Specified Corporate Transactions."

                           You will not receive any cash payment or additional
                           shares representing accrued and unpaid interest upon
                           conversion of a note, except in limited
                           circumstances. Instead, such interest, if any, will
                           be forfeited upon conversion. Notes called for
                           redemption may be converted until the close of
                           business on the business day immediately preceding
                           the redemption date, after which time your right to
                           convert will expire unless we default in the payment
                           of the redemption price.

Sinking Fund ..........    None.

Optional Redemption ...    Prior to March 20, 2009, the notes will not be
                           redeemable, except as described under "Description of
                           Notes - Tax Redemption." On or after March 20, 2009,
                           we may redeem any of the notes by giving you at least
                           30 days' notice. We may redeem the notes either in
                           whole or in part at a redemption price equal to 100%
                           of their principal amount, plus accrued and unpaid
                           interest and liquidated damages, if any, to, but
                           excluding, the date of repurchase.

Designated Event ......    If a designated event (as described under
                           "Description of Notes--Repurchase at Option of the
                           Holder Upon a Designated Event") occurs prior to
                           maturity, you may require us to purchase all or part
                           of your notes at a repurchase price equal to 100% of
                           their principal amount, plus accrued and unpaid
                           interest and liquidated damages, if any, to, but
                           excluding, the date of repurchase.

Repurchase at the Option
    of the Holder .....    You may require us to repurchase some or all of your
                           notes on March 15 of 2009, 2014 and 2019, at a
                           repurchase price equal to 100% of the principal
                           amount, plus accrued and unpaid interest and
                           liquidated damages, if any, to, but excluding, the
                           applicable repurchase date. We may choose to pay the
                           repurchase price in cash or ordinary shares (valued
                           using the method set forth in "Description of
                           Notes--Repurchase at Option of the Holder") or a
                           combination of cash and ordinary shares, provided
                           that we will pay any accrued and unpaid interest in
                           cash.

                                       4
<PAGE>

Use of Proceeds .......    We will not receive any proceeds from the sale by the
                           selling securityholders of the notes or the ordinary
                           shares issuable upon conversion of the notes.

Registration Rights ...    Pursuant to a registration rights agreement, we have
                           agreed to register the resale of the notes and the
                           ordinary shares issuable upon conversion of the
                           notes. If we fail to comply with certain of our
                           obligations under the registration rights agreement,
                           liquidated damages will be payable on the notes and
                           the ordinary shares issuable upon conversion of the
                           notes. See "Description of Notes--Registration
                           Rights."

Book-entry Form .......    The notes have been issued in book-entry form and are
                           represented by global certificates deposited with, or
                           on behalf of, The Depository Trust Company, or DTC,
                           and registered in the name of a nominee of DTC.
                           Beneficial interests in any of the notes will be
                           shown on, and transfers will be effected only
                           through, records maintained by DTC or its nominee and
                           any such interest may not be exchanged for
                           certificated securities, except in limited
                           circumstances.

Trading ...............    The notes are new securities for which no market
                           currently exists. While the initial purchasers have
                           informed us that they intend to make a market in the
                           notes, they are under no obligation to do so and may
                           discontinue such activities at any time without
                           notice. The notes are listed on any securities
                           exchange or included in any automated quotation
                           system. While the notes are expected to be designated
                           for trading in The PORTAL Market, we cannot assure
                           you that any active or liquid market will develop for
                           the notes.

New York Stock Exchange
  Symbol for Our
  Ordinary Shares .....    DOX.

                                       5
<PAGE>

              SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

         Our consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States and presented in
U.S. dollars. The summary historical consolidated financial information set
forth below has been derived from our historical consolidated financial
statements for the periods presented. Historical information as of and for the
five years ended September 30, 2003 is derived from our consolidated financial
statements, which have been audited by Ernst & Young LLP, our independent
auditors. The summary historical consolidated interim financial information as
of and for the three months ended December 31, 2003 and 2002 is derived from our
unaudited historical consolidated interim financial statements. The unaudited
historical consolidated interim financial information reflects all adjustments,
consisting of normal recurring adjustments, that we consider necessary for a
fair presentation of those statements. The results for an interim period are not
necessarily indicative of the results for a full fiscal year. You should read
the summary historical consolidated financial information set forth below in
conjunction with "Operating and Financial Review and Prospects," our
consolidated financial statements and related footnotes and the other financial
information included in our reports filed with the SEC and incorporated by
reference in this prospectus.

<TABLE>
<CAPTION>
                                                                                                             THREE MONTHS
                                                                   YEAR ENDED                                    ENDED
                                                                  SEPTEMBER 30,                               DECEMBER 31,
                                              -------------------------------------------------------       ---------------
                                              2003         2002         2001         2000        1999       2003       2002
                                              ----         ----         ----         ----        ----       ----       ----
                                                                                                              (UNAUDITED)
                                                                 (in thousands, except per share data)
<S>                                        <C>          <C>          <C>          <C>          <C>        <C>        <C>
STATEMENT OF OPERATIONS DATA:
Revenue................................    $1,483,327   $1,613,565   $1,533,910   $1,118,320   $626,855   $428,295   $339,386
Operating income (1)(2)(3).............       210,418       49,161      159,281       74,124    146,998     66,969     37,955
Net income (loss) (1)(2)(3)(4).........       168,883      (5,061)       66,386        5,978     98,543     53,068     32,199
Basic earnings (loss) per share........          0.78       (0.02)         0.30         0.03       0.50       0.25       0.15
Diluted earnings (loss) per share......          0.77       (0.02)         0.29         0.03       0.49       0.24       0.15
</TABLE>

         The information below under "As Adjusted" reflects the receipt of the
net proceeds from the sale of the notes by us to the initial purchasers on March
5, 2004, and the application of approximately $170.1 million of net proceeds to
purchase ordinary shares sold short by the initial purchasers of the notes in
negotiated transactions concurrently with the sale of the notes.

<TABLE>
<CAPTION>
                                                                                             AS OF DECEMBER 31, 2003
                                                                                           ---------------------------
                                                                                                  (UNAUDITED)
                                                                                                 (IN THOUSANDS)
                                                                                             ACTUAL        AS ADJUSTED
                                                                                           ----------      -----------
<S>                                                                                        <C>             <C>
BALANCE SHEET DATA:
Total assets..........................................................................     $2,826,051      $3,105,990
2% Convertible Notes due June 1, 2008 (4)(5)..........................................        395,454         395,454
0.50% Convertible Senior Notes due 2024...............................................             --         450,000
Long-term obligations, including current portion......................................         47,148          47,148
Shareholders' equity (6)..............................................................      1,523,535       1,353,474
</TABLE>

- ---------------------

(1)      In fiscal 2000, we recorded acquisition-related charges of $75,617,
         relating to our acquisitions of International Telecommunication Data
         Systems, Inc. in November 1999 and Solect Technology Group Inc. in
         April 2000, in stock-for-stock transactions. These charges included
         write-offs of purchased in-process research and development and other
         indirect acquisition-related costs.

(2)      In fiscal 2002, we recorded acquisition-related charges for in-process
         research and development of $17,400, relating to our November 2001
         acquisition from Nortel Networks Corporation of substantially all of
         the assets of its Clarify business for cash. We also recorded
         restructuring charges of $34,230 relating to the closure of our
         Stamford, Connecticut data center and our cost reduction program.

                                       6
<PAGE>

(3)      In the first quarter of fiscal 2003, we recorded a restructuring charge
         of $9,956 related to our cost reduction program. In the fourth quarter
         of fiscal 2003, we recorded an acquisition-related charge of $4,133
         related to our July 2003 acquisition from Bell Canada of its 90%
         ownership interest in Certen Inc. for cash. Prior to this acquisition,
         we had 10% ownership interest in Certen. This charge reflects our 10%
         share in Certen's pre-acquisition results.

(4)      In May 2001, we issued $500,000 aggregate principal amount of the 2%
         Notes. In July 2002, our Board of Directors authorized us to repurchase
         the 2% Notes in such amounts, at such prices and at such times
         considered appropriate. During the fourth quarter of fiscal 2003, we
         repurchased $44,600 aggregate principal amount of 2% Notes, at an
         average price of 99% of the principal amount. During fiscal 2002, we
         repurchased $54,946 aggregate principal amount of 2% Notes, at an
         average price of 89% of the principal amount. In fiscal 2003 and 2002,
         we recorded gains of $448 and $6,012, respectively, relating to the
         repurchases of the 2% Notes. As of December 31, 2003, $395,454
         aggregate principal amount of 2% Notes was outstanding. As of that
         date, the aggregate principal amount of 2% Notes outstanding is
         presented as a current liability, due to the holders' option to require
         us to repurchase the 2% Notes on June 1, 2004.

(5)      We may use net proceeds from the sale of the notes to the initial
         purchasers and other cash resources to pay the repurchase price for the
         2% Notes, which we may be required to repurchase from the holders
         thereof on June 1, 2004. Amounts presented do not give effect to any
         repurchases of the 2% Notes.

(6)      In November 2001, our Board of Directors approved a twelve-month share
         repurchase program and authorized us to repurchase ordinary shares.
         During fiscal 2002, we repurchased 7,732 ordinary shares, at an average
         price of $14.13 per share. During fiscal 2003, we did not repurchase
         any ordinary shares. On November 5, 2003, our Board of Directors
         approved an additional twelve-month share repurchase program to
         purchase up to 5,000 ordinary shares. In accordance with this program,
         as of December 31, 2003, we had repurchased an additional 4,990
         ordinary shares, at an average price of $24.82 per share. In connection
         with our acquisition of XACCT Technologies Ltd., our Board of Directors
         approved the repurchase of ordinary shares to offset the dilutive
         effect of share issuances in the acquisition. The closing of the
         acquisition occurred in February 2004, and we repurchased 485 ordinary
         shares in February 2004. The as adjusted figure reflects the purchase
         of approximately 6,074 ordinary shares sold short by purchasers of the
         notes in negotiated transactions concurrently with the sale of the
         notes on March 5, 2004.

                       RATIO OF EARNINGS TO FIXED CHARGES

         The following table presents our historical ratios of earnings to fixed
charges for the periods indicated:

<TABLE>
<CAPTION>
                                                                    FISCAL YEARS ENDED SEPTEMBER 30,
                                 THREE MONTHS ENDED      ------------------------------------------------------
                                  DECEMBER 31, 2003      2003         2002        2001        2000        1999
                                  -----------------      ----         ----        ----        ----        ----
<S>                              <C>                     <C>          <C>         <C>         <C>         <C>
Ratio (1)..................            14.47             13.49        3.87        9.19        10.10       15.29
</TABLE>

- ----------------
(1)      Computed by dividing pre-tax net income before fixed charges by fixed
         charges. Fixed charges means interest expense, amortized premiums,
         discounts and capitalized expenses related to indebtedness, and an
         estimate of the interest within rental expense.

                                       7
<PAGE>

               SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

         In addition to historical information, this prospectus contains
forward-looking statements (within the meaning of the United States federal
securities laws) that involve substantial risks and uncertainties. You can
identify these forward-looking statements by words such as "expect,"
"anticipate," "believe," "seek," "estimate," "project," "forecast," "continue,"
"potential," "should," "would," "could" and "may," and other words that convey
uncertainty of future events or outcome. Statements regarding our future
business and/or results, including, without limitation, the statements under the
captions "Summary" and "Risk Factors," include certain projections and business
trends that are forward-looking. Forward-looking statements are not guarantees
of future performance, and involve risks, uncertainties and assumptions that may
cause our actual results to differ materially from the expectations that we
describe in our forward-looking statements. There may be events in the future
that we are not accurately able to predict, or over which we have no control.
You should not place undue reliance on forward-looking statements. We do not
promise to notify you if we learn that our assumptions or projections are wrong
for any reason. We disclaim any obligation to update our forward-looking
statements, except where applicable law may otherwise require us to do so.

         Important factors that may affect these projections or expectations
include, but are not limited to: changes in the overall economy; changes in
competition in markets in which we operate; changes in the demand for our
products and services; consolidation within the industries in which our
customers operate; the loss of a significant customer; changes in the
telecommunications regulatory environment; changes in technology that impact
both the markets we serve and the types of products and services we offer;
financial difficulties of our customers; losses of key personnel; difficulties
in completing or integrating acquisitions; litigation and regulatory
proceedings; and acts of war or terrorism. For a discussion of these important
factors, please read the information set forth above under the caption "Risk
Factors."

                                       8
<PAGE>

                                  RISK FACTORS

         You should carefully consider the following risk factors, in addition
to the other information presented in this prospectus and the documents
incorporated by reference in this prospectus, in evaluating our business and an
investment in the notes. Any of the following risks, as well as other risks and
uncertainties, could seriously harm our business and financial results and cause
the value of the notes and ordinary shares issuable upon conversion of the notes
to decline, which in turn could cause you to lose all or part of your
investment.

RISKS RELATED TO OUR BUSINESS

     WE ARE EXPOSED TO GENERAL GLOBAL ECONOMIC AND MARKET CONDITIONS,
     PARTICULARLY THOSE IMPACTING THE COMMUNICATIONS INDUSTRY.

         Developments in the communications industry, such as the impact of
general global economic conditions, continued industry consolidation, the
formation of alliances among network operators and service providers, and
changes in the regulatory environment have had, and could continue to have, a
material adverse effect on our existing or potential customers. These conditions
have reduced the high growth rates that the communications industry had
previously experienced, and have caused the market value, financial results and
prospects, and capital spending levels of many communications companies to
decline or degrade. The need for communications providers to control operating
expenses and capital investment budgets has resulted in slowed customer buying
decisions, as well as price pressures. Adverse conditions in the business
environment for communications companies have had, and could continue to have, a
negative impact on our business by reducing the number of new contracts we are
able to sign and the size of initial spending commitments, as well as decreasing
the level of discretionary spending under contracts with existing customers.

     IF WE CANNOT COMPETE SUCCESSFULLY WITH EXISTING OR NEW COMPETITORS, OUR
     BUSINESS COULD BE HARMED.

         We may be unable to compete successfully with existing or new
competitors. If we fail to adapt to changing market conditions and to compete
successfully with established or new competitors, it could have a material
adverse effect on our results of operations and financial condition. We face
intense competition for the software products and services that we sell,
including competition for Managed Services we provide to customers under
long-term service agreements.

         The market for communications information systems is highly competitive
and fragmented, and we expect competition to increase. We compete with
independent providers of information systems and services and with the in-house
software departments of communications companies. Our competitors include firms
that provide comprehensive information systems and Managed Services solutions,
software vendors that sell products for particular aspects of a total
information system, software vendors that specialize in systems for particular
communications services such as Internet and wireless services, systems
integrators, service bureaus and companies that offer software systems in
combination with the sale of network equipment.

         We believe that our ability to compete depends on a number of factors,
including:

         -     the development by others of software that is competitive with
               our products and services,

         -     the price at which others offer competitive software and
               services,

         -     the responsiveness of our competitors to customer needs, and

         -     the ability of our competitors to hire, retain and motivate key
               personnel.

         We compete with a number of companies that have long operating
histories, large customer bases, substantial financial, technical, sales,
marketing and other resources, and strong name recognition. Current and
potential competitors have established, and may establish in the future,
cooperative relationships among themselves or with third parties to increase
their ability to address the needs of our

                                       9
<PAGE>

prospective customers. In addition, our competitors have acquired, and may
continue to acquire in the future, companies that may enhance their market
offerings. Accordingly, new competitors or alliances among competitors may
emerge and rapidly acquire significant market share. As a result, our
competitors may be able to adapt more quickly than us to new or emerging
technologies and changes in customer requirements, and may be able to devote
greater resources to the promotion and sale of their products. We cannot assure
you that we will be able to compete successfully with existing or new
competitors. Failure by us to adapt to changing market conditions and to compete
successfully with established or new competitors may have a material adverse
effect on our results of operations and financial condition.

     WE MUST CONTINUALLY ENHANCE OUR PRODUCTS TO REMAIN COMPETITIVE.

         We believe that our future success will depend, to a significant
extent, upon our ability to enhance our existing products and to introduce new
products and features to meet the requirements of our customers in a rapidly
developing and evolving market. We are currently devoting significant resources
to refining and expanding our base software modules and to developing Integrated
Customer Management products that operate in state-of-the-art computing
environments. Our present or future products may not satisfy the evolving needs
of the communications industry. If we are unable to anticipate or respond
adequately to such needs, due to resource, technological or other constraints,
our business and results of operations could be harmed.

     WE MAY SEEK TO ACQUIRE COMPANIES OR TECHNOLOGIES, WHICH COULD DISRUPT OUR
     ONGOING BUSINESS, DISTRACT OUR MANAGEMENT AND EMPLOYEES AND ADVERSELY
     AFFECT OUR RESULTS OF OPERATIONS.

         We may acquire companies where we believe we can acquire new products
or services or otherwise enhance our market position or strategic strengths. We
cannot assure you that suitable acquisition candidates can be found, that
acquisitions can be consummated on favorable terms or that we will be able to
complete otherwise favorable acquisitions because of antitrust or other
regulatory concerns. If we do complete acquisitions, we cannot assure you that
they will ultimately enhance our products or strengthen our competitive
position. In addition, any acquisitions that we make could lead to difficulties
in integrating personnel and operations from the acquired businesses and in
retaining and motivating key personnel from these businesses. Acquisitions may
disrupt our ongoing operations, divert management from day-to-day
responsibilities, increase our expenses and harm our results of operations or
financial condition.

     OUR BUSINESS IS HIGHLY DEPENDENT ON A LIMITED NUMBER OF SIGNIFICANT
     CUSTOMERS.

         Our business is highly dependent on a limited number of significant
customers. Our three largest groups of customers are comprised of Bell Canada,
Nextel Communications, Inc. ("Nextel") and SBC Communications Inc. ("SBC") and
certain of their subsidiaries, each of which accounted for more than 10% of our
revenue in fiscal 2003. Aggregate revenue derived from the multiple business
arrangements we have with our five largest customer groups accounted for
approximately 55% of our revenue in fiscal 2003. SBC has historically been one
of our largest shareholders, and, as of February 29, 2004, it beneficially owned
approximately 9.6% of our outstanding ordinary shares. The loss of any
significant customer or a significant decrease in business from any such
customer could harm our results of operations and financial condition.

         Although we have received a substantial portion of our revenue from
recurring business with established customers, most of our major customers do
not have any obligation to purchase additional products or services from us and
generally have already acquired fully paid licenses to their installed systems.
Therefore, our customers may not continue to purchase new systems, system
enhancements or services in amounts similar to previous years or may delay
implementation of committed projects.

     OUR FUTURE SUCCESS WILL DEPEND ON OUR ABILITY TO DEVELOP LONG-TERM
     RELATIONSHIPS WITH OUR CUSTOMERS.

         We believe that our future success will depend to a significant extent
on our ability to develop long-term relationships with successful network
operators and service providers with the financial and

                                       10
<PAGE>

other resources required to invest in significant ongoing Integrated Customer
Management systems. If we are unable to develop new customer relationships, our
business will be harmed. In addition, our business and results of operations
depend in part on our ability to provide high quality services to customers that
have already implemented our products. If we are unable to meet customers'
expectations in providing products or performing services, our business and
results of operations could be harmed.

     WE MAY BE EXPOSED TO THE CREDIT RISK OF CUSTOMERS THAT HAVE BEEN ADVERSELY
     AFFECTED BY WEAKENED MARKETS.

         We typically sell our software and related services as part of
long-term projects. During the life of a project, a customer's budgeting
constraints can impact the scope of a project and the customer's ability to make
required payments. In addition, the creditworthiness of our customers may
deteriorate over time, and we can be adversely affected by bankruptcies or other
business failures.

     THE SKILLED AND HIGHLY QUALIFIED EMPLOYEES THAT WE NEED MAY BE DIFFICULT TO
     HIRE AND RETAIN.

         Our business operations depend in large part on our ability to attract,
train, motivate and retain highly skilled information technology professionals,
software programmers and communications engineers. In addition, our competitive
success will depend on our ability to attract and retain other outstanding,
highly qualified employees. We continually need to hire sales, support,
technical and other personnel. We may face difficulties identifying and hiring
qualified personnel and may be unable to retain employees with the skills and
experience that we require. Our inability to hire and retain the appropriate
personnel could make it difficult for us to manage our operations and to compete
for new customer contracts.

         Our success will also depend, to a certain extent, upon the continued
active participation of a relatively small group of senior management personnel.
The loss of the services of all or some of these executives could harm our
business.

     OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE.

         We have experienced fluctuations in our quarterly operating results and
anticipate that such movement may continue and could intensify. Fluctuations may
result from many factors, including:

         -     the size and timing of significant customer projects and license
               fees,

         -     delays in or cancellations of significant projects by customers,

         -     changes in operating expenses,

         -     increased competition,

         -     changes in our strategy,

         -     personnel changes,

         -     foreign currency exchange rate fluctuations, and

         -     general economic and political conditions.

         Generally, our license fee revenue and our service fee revenue relating
to customization and modification are recognized as work is performed, using
percentage of completion accounting. Given our reliance on a limited number of
significant customers, our quarterly results may be significantly affected by
the size and timing of customer projects and our progress in completing such
projects.

         We believe that the placement of customer orders may be concentrated in
specific quarterly periods due to the time requirements and budgetary
constraints of our customers. Although we recognize revenue as projects
progress, progress may vary significantly from project to project, and we
believe that variations in quarterly revenue are sometimes attributable to the
timing of initial order placements. Due

                                       11
<PAGE>

to the relatively fixed nature of certain of our costs, a decline of revenue in
any quarter would result in lower profitability for that quarter.

     OUR BUSINESS IS IMPACTED BY THE LENGTH OF OUR SALES CYCLE.

         Our business is directly affected by the length of our sales cycle.
Information systems for communications companies are relatively complex and
their purchase generally involves a significant commitment of capital, with
attendant delays frequently associated with large capital expenditures and
procurement procedures within an organization. The purchase of these types of
products typically also requires coordination and agreement across many
departments within a potential customer's organization. Delays associated with
such timing factors could have a material adverse effect on our results of
operations and financial condition. In periods of economic slowdown in the
communications industry, our typical sales cycle lengthens, which means that the
average time between our initial contact with a prospective customer and the
signing of a sales contract increases. The lengthening of our sales cycle could
reduce growth in our revenue in the future. In addition, the lengthening of our
sales cycle contributes to an increased cost of sales, thereby reducing our
profitability.

     IF THE MARKET FOR OUR PRODUCTS DETERIORATES, WE MAY INCUR ADDITIONAL
     RESTRUCTURING CHARGES.

         In an effort to implement long-term cost reduction measures, we reduced
our workforce in the fourth quarter of fiscal 2002 and in the first quarter of
fiscal 2003 and reallocated certain personnel among different areas of our
operations. A reduction in personnel can result in significant severance,
administrative and legal expenses and may also adversely affect or delay various
sales, marketing and product development programs and activities. Depending on
market conditions in the communications industry and our business and financial
needs, we may be forced to implement additional restructuring plans to further
reduce our costs, which could result in additional restructuring charges.
Additional restructuring charges could have a material adverse effect on our
financial results.

     IF WE FAIL TO SUCCESSFULLY PLAN AND MANAGE CHANGES IN THE SIZE OF OUR
     OPERATIONS OUR BUSINESS WILL SUFFER.

         Over the last several years, we have both grown and contracted our
operations in order to profitably offer our products and services in a rapidly
changing market. If we are unable to manage these changes and plan and manage
any future changes in the size and scope of our operations, our business will
suffer.

         Our restructurings and cost reduction measures reduced the size of our
operations. On February 29, 2004, we employed approximately 9,000 individuals in
software and information technology positions, compared to approximately 7,800
on January 31, 2003 and 9,100 on November 30, 2001. Our software and information
technology workforce increased in the fourth quarter of fiscal 2003 and first
quarter of fiscal 2004, primarily as a result of the Certen acquisition in July
2003 and a Managed Services agreement signed in January 2003. During periods of
contraction, we disposed of office space and related obligations in an effort to
keep pace with the changing size of our operations. Our recent cost reduction
measures included consolidating and/or relocating certain of our operations to
different geographic locations. These activities could lead to difficulties and
significant expenses related to subleasing or assigning any surplus space. We
have accrued the estimated expenses that will result from our restructuring
efforts. However, if it is determined that the amount accrued is insufficient,
an additional charge could have an unfavorable impact on our consolidated
financial statements in the period this was determined.

     OUR INTERNATIONAL PRESENCE CREATES SPECIAL RISKS.

         We are affected by risks associated with conducting business
internationally. We maintain development facilities in Israel, the United
States, Cyprus, Ireland and Canada, operate a support center in Brazil and have
operations in North America, Europe, Latin America and the Asia-Pacific region.
Although a majority of our revenue is derived from customers in North America
and Europe, we obtain

                                       12
<PAGE>

significant revenue from customers in the Asia-Pacific region and Latin America.
Our strategy is to continue to broaden our North American and European customer
base and to expand into new international markets. Conducting business
internationally exposes us to certain risks inherent in doing business in
international markets, including:

         -     lack of acceptance of non-localized products,

         -     legal and cultural differences in the conduct of business,

         -     difficulties in staffing and managing foreign operations,

         -     longer payment cycles,

         -     difficulties in collecting accounts receivable and withholding
               taxes that limit the repatriation of earnings,

         -     trade barriers,

         -     immigration regulations that limit our ability to deploy our
               employees,

         -     political instability, and

         -     variations in effective income tax rates among countries where we
               conduct business.

         One or more of these factors could have a material adverse effect on
our international operations, which could harm our results of operations and
financial condition.

     POLITICAL AND ECONOMIC CONDITIONS IN THE MIDDLE EAST MAY ADVERSELY AFFECT
     OUR BUSINESS.

         Of the five development centers we maintain worldwide, our largest
development center is located in five different sites throughout Israel.
Approximately half of our employees are located in Israel. As a result, we are
directly influenced by the political, economic and military conditions affecting
Israel and its neighboring region. Any major hostilities involving Israel could
have a material adverse effect on our business. We have developed contingency
plans to provide ongoing services to our customers in the event political or
military conditions disrupt our normal operations. These plans include the
transfer of some development operations within Israel to various of our other
sites both within and outside of Israel. If we have to implement these plans,
our operations would be disrupted and we would incur significant additional
expenditures, which would adversely affect our business and results of
operations.

         While Israel has entered into peace agreements with both Egypt and
Jordan, Israel has not entered into peace arrangements with any other
neighboring countries. Over the past three years there has been a significant
deterioration in Israel's relationship with the Palestinian Authority and a
related increase in violence. Efforts to resolve the problem have failed to
result in an agreeable solution. Continued violence between the Palestinian
community and Israel may have a material adverse effect on our business. Further
deterioration of relations with the Palestinian Authority might require more
military reserve service by some of our employees, which may have a material
adverse effect on our business.

         In addition, our development facility in Cyprus may be adversely
affected by political conditions in that country. As a result of intercommunal
strife between the Greek and Turkish communities, Turkish troops invaded Cyprus
in 1974 and continue to occupy approximately 40% of the island. After intensive
discussions facilitated by the United Nations, the European Union and the United
States, the Greek and Turkish communities recently agreed on a timetable calling
for the parties to negotiate and agree on a plan of reunification prior to the
entry of Cyprus to the European Union. Cyprus is scheduled to join the European
Union on May 1, 2004. Any major hostilities between Cyprus and Turkey or the
failure of the parties to finalize a peaceful resolution may have a material
adverse effect on our development facility in Cyprus.

                                       13
<PAGE>

     FLUCTUATIONS IN FOREIGN CURRENCY EXCHANGE RATES COULD ADVERSELY AFFECT OUR
     BUSINESS.

         A significant portion of our operating costs is incurred outside the
United States. Therefore, fluctuations in exchange rates between the currencies
in which such costs are incurred and the dollar may have a material adverse
effect on our results of operations and financial condition. The cost of our
operations outside of the United States, as expressed in dollars, could be
adversely affected by the extent to which any increase in the rate of inflation
in a particular country is not offset (or is offset with a time delay) by a
devaluation of the local currency in relation to the dollar. As a result of this
differential, from time to time we may experience increases in the costs of our
operations outside the United States, as expressed in dollars, which could have
a material adverse effect on our results of operations and financial condition.

         In addition, a portion of our revenue (approximately 20% in fiscal 2003
and 30% in the first quarter of fiscal 2004) is not earned in dollars or linked
to the dollar, and, therefore, fluctuations in exchange rates between the
currencies in which such revenue is earned and the dollar may have a material
effect on our results of operations and financial condition. If more of our
customers seek contracts that are denominated in currencies such as the euro and
not the dollar, our exposure to fluctuations in currency exchange rates could
increase.

         Generally, the effects of fluctuations in foreign currency exchange
rates are mitigated by the fact that the majority of our revenue and operating
costs is in dollars or linked to the dollar and we generally hedge our currency
exposure on both a short-term and long-term basis with respect to expected
revenue and operating costs. However, we cannot assure you that we will be able
to effectively limit all of our exposure to currency exchange rate fluctuations.

         The imposition of exchange or price controls or other restrictions on
the conversion of foreign currencies could also have a material adverse effect
on our business, results of operations and financial condition.

     WE MAY BE UNABLE TO PROTECT OUR PROPRIETARY TECHNOLOGY.

         Any misappropriation of our technology or the development of
competitive technology could seriously harm our business. We regard a
substantial portion of our software products and systems as proprietary and rely
on a combination of statutory and common law copyright, trademark, trade secret
laws, customer licensing agreements, employee and third party non-disclosure
agreements and other methods to protect our proprietary rights. We do not
include in our software any mechanisms to prevent or inhibit unauthorized use,
but we generally enter into confidentiality agreements with our employees,
consultants, subcontractors, customers and potential customers and limit access
to, and distribution of, our proprietary information.

         The steps we have taken to protect our proprietary rights may be
inadequate. If so, we might not be able to prevent others from using what we
regard as our technology to compete with us. Existing trade secret, copyright
and trademark laws offer only limited protection. In addition, the laws of some
foreign countries do not protect our proprietary technology or allow enforcement
of confidentiality covenants to the same extent as the laws of the United
States. There is also the risk that other companies could independently develop
similar or superior technology without violating our proprietary rights.

         If we have to resort to legal proceedings to enforce our intellectual
property rights, the proceedings could be burdensome, protracted and expensive
and could involve a high degree of risk.

     CLAIMS BY OTHERS THAT WE INFRINGE THEIR PROPRIETARY TECHNOLOGY COULD HARM
     OUR BUSINESS.

         Although we have not received any complaints from third parties
alleging infringement claims, third parties could claim that our current or
future products or technology infringe their proprietary rights. We expect that
software developers will increasingly be subject to infringement claims as the
number of products and competitors providing software and services to the
communications industry increases and overlaps occur. Any claim of infringement
by a third party could cause us to incur substantial costs

                                       14
<PAGE>

defending against the claim, and could distract our management from our
business. Furthermore, a party making such a claim, if successful, could secure
a judgment that requires us to pay substantial damages. A judgment could also
include an injunction or other court order that could prevent us from selling
our products or offering our services, or prevent a customer from continuing to
use our products. Any of these events could seriously harm our business.

         If anyone asserts a claim against us relating to proprietary technology
or information, while we might seek to license their intellectual property, we
might not be able to obtain a license on commercially reasonable terms or on any
terms. In addition, any efforts to develop non-infringing technology could be
unsuccessful. Our failure to obtain the necessary licenses or other rights or to
develop non-infringing technology could prevent us from selling our products and
could therefore seriously harm our business.

     PRODUCT DEFECTS OR SOFTWARE ERRORS COULD ADVERSELY AFFECT OUR BUSINESS.

         Design defects or software errors may cause delays in product
introductions or damage customer satisfaction and may have a material adverse
effect on our business, results of operations and financial condition. Our
software products are highly complex and may, from time to time, contain design
defects or software errors that may be difficult to detect and correct.

         Because our products are generally used by our customers to perform
critical business functions, design defects, software errors, misuse of our
products, incorrect data from external sources or other potential problems
within or out of our control may arise from the use of our products, and may
result in financial or other damages to our customers, for which we may be held
responsible. Although we have license agreements with our customers that contain
provisions designed to limit our exposure to potential claims and liabilities
arising from customer problems, these provisions may not effectively protect us
against such claims in all cases and in all jurisdictions. In addition, as a
result of business and other considerations, we may undertake to compensate our
customers for damages caused to them arising from the use of our products, even
if our liability is limited by a license or other agreement. Claims and
liabilities arising from customer problems could also damage our reputation,
adversely affecting our business, results of operations and financial condition
and the ability to obtain "Errors and Omissions" insurance.

     SYSTEM DISRUPTIONS AND FAILURES MAY RESULT IN CUSTOMER DISSATISFACTION,
     CUSTOMER LOSS OR BOTH, WHICH COULD MATERIALLY AND ADVERSELY AFFECT OUR
     REPUTATION AND BUSINESS.

         Our Integrated Customer Management systems are an integral part of our
customers' business operations. The continued and uninterrupted performance of
these systems is critical to our success. Customers may become dissatisfied by
any system failure that interrupts our ability to provide services to them.
Sustained or repeated system failures would reduce the attractiveness of our
services significantly, and could result in decreased demand for our products
and services.

         Our Managed Services include a combination of services, such as system
modernization and consolidation, management and operation of data centers,
purchase and management of related hardware assets, billing operations and
application support. Our ability to perform Managed Services depends on our
ability to protect our computer systems against damage from fire, power loss,
water damage, telecommunications failures, earthquake, terrorism attack,
vandalism and similar unexpected adverse events. Despite our efforts to
implement network security measures, our systems are also vulnerable to computer
viruses, break-ins and similar disruptions from unauthorized tampering. We do
not carry enough business interruption insurance to compensate for any
significant losses that may occur as a result of any of these events.

         We have experienced systems outages and service interruptions in the
past. We expect to experience additional outages in the future. To date, these
outages have not had a material adverse effect on us. However, in the future, a
prolonged system-wide outage or frequent outages could cause harm to our
reputation and could cause our customers to make claims against us for damages
allegedly resulting

                                       15
<PAGE>

from an outage or interruption. Any damage or failure that interrupts or delays
our operations could result in material harm to our business and expose us to
material liabilities.

     THE TERMINATION OR REDUCTION OF CERTAIN GOVERNMENT PROGRAMS AND TAX
     BENEFITS COULD ADVERSELY AFFECT OUR OVERALL EFFECTIVE TAX RATE.

         We have benefited or currently benefit from a variety of government
programs and tax benefits, including programs and benefits in Israel, Cyprus and
Ireland. Generally, these programs contain conditions that we must meet in order
to be eligible to obtain any benefit. If we fail to meet these conditions, we
could be required to refund tax benefits already received. Additionally, some of
these programs and the related tax benefits are available to us for a limited
number of years, and these benefits expire from time to time.

         Any of the following could have a material effect on our overall
effective tax rate:

         -     some programs may be discontinued,

         -     we may be unable to meet the requirements for continuing to
               qualify for some programs,

         -     these programs and tax benefits may be unavailable at their
               current levels,

         -     upon expiration of a particular benefit, we may not be eligible
               to participate in a new program or qualify for a new tax benefit
               that would offset the loss of the expiring tax benefit, or

         -     we may be required to refund previously recognized tax benefits
               if we are found to be in violation of the stipulated conditions.

     WE ARE CURRENTLY A PARTY TO SECURITIES LITIGATION CLASS ACTION LAWSUITS AND
     A SECURITIES EXCHANGE COMMISSION INVESTIGATION, WHICH COULD NEGATIVELY
     AFFECT OUR BUSINESS AND RESULTS OF OPERATIONS.

         Beginning in June 2002, a number of complaints were filed by holders of
our ordinary shares against Amdocs and certain of our officers and directors in
the United States District Court for the Eastern District of Missouri and the
Southern District of New York. The cases were transferred to and consolidated in
the Eastern District of Missouri. The consolidated amended complaint filed in
the action alleged that Amdocs and the individual defendants had made false or
misleading statements about our business and future prospects during a putative
class period between July 18, 2000 and June 20, 2002. On December 1, 2003, the
court issued an order granting our motion to dismiss the securities class action
lawsuits and directing that judgment be entered in favor of the defendants. On
December 29, 2003, the lead plaintiffs appealed to the United States Court of
Appeals for the Eighth Circuit from the final judgment entered on December 1,
2003. The litigation has been, and may continue to be, time-consuming and costly
and could divert the attention of our management personnel. These lawsuits or
any future lawsuits filed against us could harm our business.

         In addition, we have been informed that the Midwest Regional Office of
the SEC is conducting a private investigation into the events leading up to our
announcement in June 2002 of revised projected revenue for the third and fourth
quarters of fiscal 2002. The investigation appears to be focused on, but is not
explicitly limited to, our forecasting beginning with our April 23, 2002 press
release. Although we believe that we will be able to satisfy any concerns the
SEC staff may have in this regard, we are unable to predict the duration, scope
or outcome of the investigation. We are cooperating fully with the SEC staff. At
a minimum, this investigation may divert the attention of our management and
other resources that would otherwise be engaged in operating our business.

RISKS RELATED TO OUR CAPITAL STRUCTURE

     THE MARKET PRICE OF OUR ORDINARY SHARES HAS AND MAY CONTINUE TO FLUCTUATE
     WIDELY.

         The market price of our ordinary shares has fluctuated widely and may
continue to do so. During fiscal year 2003, our ordinary shares traded as high
as $27.25 per share and as low as $5.85 per share.

                                       16
<PAGE>

Our ordinary shares traded as high as $39.25 per share and as low as $6.10 per
share in fiscal 2002 and as high as $80.50 per share and as low as $25.85 per
share in fiscal 2001. As of April 5, 2004, the closing price of our ordinary
shares was $28.84 per share. Many factors could cause the market price of our
ordinary shares to rise and fall, including:

         -     market conditions in the industry and the economy as a whole,

         -     variations in our quarterly operating results,

         -     announcements of technological innovations by us or our
               competitors,

         -     introductions of new products or new pricing policies by us or
               our competitors,

         -     trends in the communications or software industries,

         -     acquisitions or strategic alliances by us or others in our
               industry,

         -     changes in estimates of our performance or recommendations by
               financial analysts, and

         -     political developments in the Middle East.

         In addition, the stock market often experiences significant price and
volume fluctuations. These fluctuations particularly affect the market prices of
the securities of many high technology companies. These broad market
fluctuations could adversely affect the market price of our ordinary shares.

     WE MAY NEED TO USE A SIGNIFICANT AMOUNT OF OUR CASH AND/OR ISSUE A
     SIGNIFICANT NUMBER OF OUR ORDINARY SHARES IF WE ARE REQUIRED TO REPURCHASE
     OUR 2% CONVERTIBLE NOTES DUE 2008.

         Holders of our 2% Convertible Notes due June 1, 2008, which we refer to
as the 2% Notes, may require us to repurchase all or any of their 2% Notes as
early as June 1, 2004 at a repurchase price equal to 100% of the principal
amount plus accrued and unpaid interest, if any. The 2% Notes are convertible
into our ordinary shares at a conversion rate of 10.8587 shares per $1,000
principal amount, representing a conversion price of approximately $92.09 per
share. As of April 5, 2004, the closing price of our ordinary shares on the New
York Stock Exchange, or the NYSE, was $28.84. Because the conversion price of
the 2% Notes is significantly higher than the current market price of the
ordinary shares, it is likely that the holders of the 2% Notes will require us
to repurchase their 2% Notes on June 1, 2004.

         We may choose to pay the repurchase price for the 2% Notes in cash,
ordinary shares or a combination of cash and ordinary shares. As of December 31,
2003, $395.5 million aggregate principal amount of the 2% Notes was outstanding.
If we repurchase the 2% Notes using cash, it would significantly reduce the
amount of cash and cash equivalents on our consolidated balance sheet. If we
repurchase the 2% Notes using shares, it could involve the issuance of a
significant number of our ordinary shares. If we repurchased all of the 2% Notes
using only ordinary shares, we could be required to issue over 13.7 million
ordinary shares, based on the closing price of the ordinary shares on the NYSE
on April 5, 2004. If we repurchased all or part of the 2% Notes using ordinary
shares, it could cause the trading price of the ordinary shares to decline.

RISKS RELATED TO THE NOTES

     THE NOTES ARE EFFECTIVELY SUBORDINATED TO THE DEBT AND OTHER LIABILITIES OF
     OUR SUBSIDIARIES.

         We are a holding company for the various subsidiaries that conduct our
business on a worldwide basis. The notes are obligations exclusively of our
company and are not guaranteed by our subsidiaries. The notes are unsecured and
effectively subordinated to the liabilities, including trade payables, of our
subsidiaries. Neither we nor our subsidiaries are prohibited from incurring debt
under the indenture, including senior indebtedness. If we or our subsidiaries
were to incur additional debt or liabilities, our ability to pay our obligations
on the notes could be adversely affected. As of December 31, 2003, our
subsidiaries had liabilities of approximately $907.1 million. We may from time
to time incur additional debt. Our subsidiaries may also from time to time incur
other additional debt and liabilities. The notes

                                       17
<PAGE>

are also effectively subordinated to any secured obligations to the extent of
the value of the assets securing such obligations. See "Description of Notes."

     WE ARE DEPENDENT UPON OUR SUBSIDIARIES TO SERVICE OUR DEBT.

         Our assets consist primarily of the capital stock or other equity
interests of our operating subsidiaries. Consequently, our cash flow and ability
to service debt obligations, including the notes, are dependent upon the
earnings of our subsidiaries and the distribution of those earnings to us, or
upon loans, advances or other payments made by the subsidiaries to us. The
ability of our subsidiaries to pay dividends or make other payments or advances
to us will depend upon their operating results and will be subject to applicable
laws and contractual restrictions contained in any instruments governing their
indebtedness. We cannot be certain that payments from our subsidiaries will be
adequate to service our debt obligations, including the notes.

     WE MAY NOT HAVE THE FUNDS NECESSARY TO FINANCE THE REPURCHASE OF THE NOTES
     OR MAY OTHERWISE BE RESTRICTED FROM MAKING SUCH REPURCHASE IF REQUIRED BY
     HOLDERS PURSUANT TO THE INDENTURE.

         On March 15, 2009, 2014 and 2019, or at any time prior to maturity
following a "designated event" under the indenture, holders may require us to
repurchase their notes at a price of 100% of the principal amount of the notes,
plus accrued and unpaid interest to the repurchase date. However, it is possible
that we will not have sufficient funds available at such time to make the
required repurchase of notes. In addition, any future credit agreements or other
agreements relating to our indebtedness could contain provisions prohibiting the
repurchase of the notes under certain circumstances, or could provide that a
designated event constitutes an event of default under that agreement. If any
agreement governing our indebtedness prohibits or otherwise restricts us from
repurchasing the notes when we become obligated to do so, we could seek the
consent of the lenders to repurchase the notes or attempt to refinance this
debt. If we do not obtain such a consent or refinance the indebtedness, we would
not be permitted to repurchase the notes without potentially causing a default
under this indebtedness. Our failure to repurchase tendered notes would
constitute an event of default under the indenture, which might constitute a
default under the terms of our other indebtedness.

     THE INDEBTEDNESS CREATED BY THE NOTES, AND ANY FUTURE INDEBTEDNESS, COULD
     ADVERSELY AFFECT OUR BUSINESS AND OUR ABILITY TO MAKE FULL PAYMENT ON THE
     NOTES.

         Our aggregate level of indebtedness increased as a result of the sale
by us of the notes to the initial purchasers. As of December 31, 2003, after
giving pro forma effect to the issuance and sale of the notes as if they had
occurred on December 31, 2003, after deducting discounts and commissions and
offering expenses and the application of approximately $170.1 million of the net
proceeds from the sale of the notes to the initial purchasers to repurchase
ordinary shares concurrently with the note offering, we would have had $892.6
million of outstanding indebtedness and cash and short term investments of $1.5
billion. If we use cash to pay for the repurchase of the $395.5 million
aggregate principal amount of the 2% Notes that holders may put to us on June 1,
2004, our total pro forma long-term indebtedness after such repurchase would be
$497.1 million and our pro forma cash and short-term investments would be $1.1
billion.

         We may obtain additional long-term debt and lines of credit to meet
future financing needs, which would have the effect of increasing our total
leverage. Any increase in our leverage could have significant negative
consequences, including:

         -     increasing our vulnerability to adverse economic and industry
               conditions,

         -     limiting our ability to obtain additional financing,

         -     limiting our ability to make acquisitions,

                                       18
<PAGE>

         -     requiring the dedication of a substantial portion of our cash
               flow from operations to service our indebtedness, thereby
               reducing the amount of our cash flow available for other
               purposes, including capital expenditures,

         -     limiting our flexibility in planning for, or reacting to, changes
               in our business and the industries in which we compete, and

         -     placing us at a possible competitive disadvantage with less
               leveraged competitors and competitors that may have better access
               to capital resources.

         Our ability to satisfy our future obligations, including debt service
on the notes, depends on our future operating performance and on economic,
financial, competitive and other factors beyond our control. Our business may
not generate sufficient cash flow to meet these obligations or to successfully
execute our business strategy. If we are unable to service our debt and fund our
business, we may be forced to reduce or delay capital expenditures, seek
additional financing or equity capital, restructure or refinance our debt or
sell assets. We cannot assure you that we would be able to obtain additional
financing or refinance existing debt or sell assets on terms acceptable to us or
at all.

     OUR MANAGEMENT WILL HAVE BROAD DISCRETION TO ALLOCATE THE PROCEEDS FROM THE
     SALE OF THE NOTES TO THE INITIAL PURCHASERS, WHICH MAY RESULT IN DECISIONS
     THAT NEGATIVELY AFFECT THE MARKET PRICE OF THE NOTES AND OUR ORDINARY
     SHARES.

         Our management will have broad discretion to allocate the proceeds from
the sale of the notes to the initial purchasers and to determine the timing and
nature of expenditures. The allocation of proceeds from the sale of the notes to
the initial purchasers could have a negative effect on the trading prices of the
notes or our ordinary shares. We used approximately $170.1 million of the net
proceeds from the sale of the notes to the initial purchasers to purchase
ordinary shares sold short by purchasers of the notes in negotiated transactions
concurrently with the note offering. We intend to use the balance of the net
proceeds for general corporate purposes, including working capital and capital
expenditures, as well as for future possible strategic opportunities, including
acquisitions. We may also use net proceeds and other cash resources to pay the
repurchase price for our 2% Notes, which we may be required to repurchase from
the holders thereof on June 1, 2004. As of December 31, 2003, there was
approximately $395.5 million aggregate principal amount of our 2% Notes
outstanding. We are not currently able to estimate the allocation of the
proceeds or timing of the expenditures.

     A PUBLIC MARKET MAY NOT DEVELOP FOR THE NOTES.

         The notes are a new issue of securities for which there is currently no
public market. The initial purchasers have advised us that they currently intend
to make a market in the notes. However, the initial purchasers are not obligated
to make a market and may discontinue this market making activity at any time
without notice. In addition, market making activity by the initial purchasers
will be subject to the limits imposed by the federal securities laws. As a
result, we cannot assure you that any market for the notes will develop or, if
one does develop, that it will be maintained. Historically, the market for
convertible debt has been subject to disruptions that have caused volatility in
the prices of securities similar to the notes. If an active market for the notes
fails to develop or be sustained, the trading price of the notes could be
materially and adversely affected.

     THE TRADING PRICES OF THE NOTES COULD BE SIGNIFICANTLY AFFECTED BY THE
     TRADING PRICES OF OUR ORDINARY SHARES.

         We expect that the trading prices of the notes in the secondary market
will be significantly affected by the trading prices of our ordinary shares. It
is impossible to predict whether the price of our ordinary shares will rise or
fall. Trading prices of our ordinary shares will be influenced by our operating
results and prospects and by economic, financial and other factors. In addition,
general market conditions, including the level of, and fluctuations in, the
trading prices of stocks generally, and sales of

                                       19
<PAGE>

substantial amounts of ordinary shares by us in the market after the offering of
the notes, or the perception that such sales may occur, could affect the price
of our ordinary shares.

     THE CONDITIONAL CONVERSION FEATURE OF THE NOTES COULD RESULT IN YOUR NOT
     RECEIVING THE VALUE OF THE ORDINARY SHARES INTO WHICH THE NOTES ARE
     CONVERTIBLE.

         The notes are convertible into ordinary shares only if specific
conditions are met. If the specific conditions for conversion are not met, you
may not be able to receive the value of the ordinary shares into which your
notes would otherwise be convertible.

     THE CONVERSION RATE OF THE NOTES MAY NOT BE ADJUSTED FOR ALL DILUTIVE
     EVENTS.

         The conversion rate of the notes is subject to adjustment for certain
events including, but not limited to, the issuance of stock dividends on our
ordinary shares, the issuance of certain rights or warrants, subdivisions or
combinations of our ordinary shares, certain distributions of assets, debt
securities, capital stock or cash to holders of our ordinary shares and certain
issuer tender or exchange offers as described under "Description of
Notes--Conversion of Notes--Conversion Rate Adjustments." The conversion rate
will not be adjusted for other events, such as an issuance of ordinary shares
for cash, that may adversely affect the trading price of the notes or the
ordinary shares. There can be no assurance that an event that adversely affects
the value of the notes, but does not result in an adjustment to the conversion
rate, will not occur.

     CONVERSION OF THE NOTES WILL DILUTE THE OWNERSHIP INTEREST OF EXISTING
     SHAREHOLDERS, INCLUDING HOLDERS WHO HAD PREVIOUSLY CONVERTED THEIR NOTES.

         The conversion of some or all of the notes will dilute the ownership
interests of existing shareholders. Any sales in the public market of the
ordinary shares issuable upon such conversion could adversely affect prevailing
market prices of our ordinary shares. In addition, the existence of the notes
may encourage short selling by market participants because the conversion of the
notes could depress the price of our ordinary shares.

     IF YOU HOLD NOTES, YOU WILL NOT BE ENTITLED TO ANY RIGHTS WITH RESPECT TO
     OUR ORDINARY SHARES, BUT YOU WILL BE SUBJECT TO ALL CHANGES MADE WITH
     RESPECT TO OUR ORDINARY SHARES.

         If you hold notes, you will not be entitled to any rights with respect
to our ordinary shares (including, without limitation, voting rights and rights
to receive any dividends or other distributions on our ordinary shares), but you
will be subject to all changes affecting the ordinary shares. You will have
rights with respect to our ordinary shares only if and when we deliver shares of
ordinary shares to you upon conversion of your notes and, in limited cases,
under the conversion rate adjustments applicable to the notes. For example, in
the event that an amendment is proposed to our Articles of Association requiring
shareholder approval and the record date for determining the shareholders of
record entitled to vote on the amendment occurs prior to delivery of ordinary
shares to you, you will not be entitled to vote on the amendment, although you
will nevertheless be subject to any changes in the powers, preferences or
special rights of our ordinary shares.

                                       20
<PAGE>

                        OFFERING STATISTICS AND TIMETABLE

         The $450,000,000 aggregate principal of notes and the 10,435,995
ordinary shares issuable upon conversion of the notes are being sold by the
selling securityholders listed under the caption "Selling Securityholders"
beginning on page 52. The offer will be open until the earlier of (1) the date
there are no longer any registrable securities and (2) the date on which all of
the securities being offered hereby held by persons that are not our affiliates
can be sold under Rule 144(k) under the Securities Act, whichever occurs first.

                    REASONS FOR THE OFFER AND USE OF PROCEEDS

         This prospectus relates to the resale by the selling securityholders
from time to time of up to $450,000,000 aggregate principal of notes and the
10,435,995 ordinary shares issuable upon conversion of the notes. We will not
receive any proceeds from the sale by the selling securityholders of the notes
or the ordinary shares issuable upon conversion of the notes.

                                 DIVIDEND POLICY

         We have not paid cash dividends since 1998, and we do not anticipate
paying cash dividends on our ordinary shares in the foreseeable future. We
currently intend to retain our earnings to finance the development of our
business. Any future dividend policy will be determined by our Board of
Directors based upon conditions then existing, including our earnings, financial
condition and capital requirements, as well as such economic and other
conditions as the Board of Directors may deem relevant. In addition, future
agreements under which we or any of our subsidiaries may incur indebtedness may
contain limitations on our ability to pay cash dividends.

                                       21
<PAGE>

                              THE OFFER AND LISTING

MARKET INFORMATION

         Our ordinary shares have been quoted on the NYSE since June 19, 1998,
under the symbol "DOX." The following table sets forth the high and low reported
sale prices for our ordinary shares for the periods indicated:

<TABLE>
<CAPTION>
                                                              HIGH           LOW
                                                              ----           ---
<S>                                                          <C>           <C>
FISCAL YEAR ENDED SEPTEMBER 30,
1999 ..............................................          $ 30.25       $  8.75
2000 ..............................................          $ 96.00       $ 19.81
2001 ..............................................          $ 80.50       $ 25.85
2002 ..............................................          $ 39.25       $  6.10
2003 ..............................................          $ 27.25       $  5.85

QUARTER
Fiscal 2002:
   First Quarter ..................................          $ 35.90       $ 24.00
   Second Quarter .................................          $ 39.25       $ 23.60
   Third Quarter ..................................          $ 26.27       $  6.62
   Fourth Quarter .................................          $  9.65       $  6.10

Fiscal 2003:
   First Quarter ..................................          $ 11.98       $  5.85
   Second Quarter .................................          $ 13.95       $  9.86
   Third Quarter ..................................          $ 25.01       $ 13.25
   Fourth Quarter .................................          $ 27.25       $ 18.55

Fiscal 2004:
   First Quarter ..................................          $ 27.10       $ 18.90
   Second Quarter .................................          $ 29.74       $ 22.17
   Third Quarter (through April 5, 2004) ..........          $ 28.94       $ 28.05

              Most Recent Six Months

October, 2003 .....................................          $ 21.70       $ 18.90
November, 2003 ....................................          $ 25.66       $ 20.85
December, 2003 ....................................          $ 27.10       $ 20.00
January, 2004 .....................................          $ 29.74       $ 22.17
February, 2004 ....................................          $ 29.45       $ 26.42
March, 2004 .......................................          $ 29.20       $ 25.77
</TABLE>

         As of February 29, 2004, we had 211,438,162 ordinary shares outstanding
and there were approximately 224 holders of record of our ordinary shares. This
figure does not reflect persons or entities who hold their ordinary shares in
nominee or "street" name through various brokerage firms.

         On April 5, 2004, the last reported sale price of our ordinary shares
on the NYSE was $28.84.

                                       22
<PAGE>

EXPENSES OF THE ISSUE

         The selling securityholders will pay any underwriting discounts and
commissions and expenses incurred by the them for brokerage, accounting, tax or
legal services or any other expenses incurred by the selling securityholders in
disposing of the shares. We will bear all other costs, fees and expenses
incurred in effecting the registration of the shares covered by this prospectus,
including, without limitation, all registration and filing fees, NYSE listing
fees and fees and expenses of our counsel and our accountants. The following
table sets forth the various expenses expected to be incurred by us in
connection with the sale and distribution of the securities being registered
hereby. All amounts shown are estimates except the Securities and Exchange
Commission registration fee.

<TABLE>
<S>                                                                      <C>
Filing Fee - Securities and Exchange Commission ....................     $  57,015
Legal fees and expenses.............................................     $  25,000
Registrar and Transfer agent fees and expenses......................     $   5,000
Accounting fees and expenses........................................     $  20,000
Printing, EDGAR formatting and mailing expenses.....................     $  25,000
Miscellaneous expenses..............................................     $  10,000
                                                                         ---------
          Total Expenses............................................     $ 142,015
                                                                         =========
</TABLE>

                                       23
<PAGE>

                                 CAPITALIZATION

         The following table sets forth:

         -     our unaudited actual consolidated capitalization as of December
               31, 2003; and

         -     our consolidated capitalization as of December 31, 2003, as
               adjusted to give effect to the sale on March 5, 2004 of $450.0
               million aggregate principal amount of the notes, and the
               application of approximately $170.1 million of the net proceeds
               from the sale of the notes to repurchase ordinary shares on March
               5, 2004, as if the sale of the notes and the repurchase of the
               shares had occurred on December 31, 2003.

         You should read this table in conjunction with "Operating and Financial
Review and Prospects," our consolidated financial statements and related
footnotes and the other financial information included in our reports filed with
the SEC and incorporated by reference in this prospectus.

<TABLE>
<CAPTION>
                                                                                        AS OF DECEMBER 31, 2003
                                                                                      ----------------------------
                                                                                              (UNAUDITED)
                                                                                             (IN THOUSANDS)
                                                                                        ACTUAL         AS ADJUSTED
                                                                                      ----------       -----------
<S>                                                                                   <C>              <C>
Short-term portion of capital lease obligations....................................   $   26,640       $   26,640
Capital lease obligations, less current portion....................................       18,142           18,142
Short-term portion of financing arrangement........................................        2,366            2,366
2% Convertible Notes due June 1, 2008 (1)..........................................      395,454          395,454
0.50% Convertible Senior Notes due 2024 (1)........................................           --          450,000
                                                                                      ----------       ----------
          Total indebtedness.......................................................      442,602          892,602
Shareholders' equity:
    Preferred Shares - Authorized 25,000 shares;(pound)0.01 par value;
      0 shares issued and outstanding..............................................           --               --
    Ordinary Shares - Authorized 550,000 shares;(pound)0.01 par value;
      224,318 issued and 211,596 outstanding and 205,522 outstanding, as
      adjusted (2).................................................................        3,589            3,589
    Additional paid-in capital.....................................................    1,827,471        1,827,471
    Treasury Stock, at cost - 12,722 ordinary shares and 18,796 ordinary shares,
      as adjusted (2)..............................................................     (233,274)        (403,335)
    Accumulated other comprehensive income.........................................           51               51
    Accumulated deficit............................................................      (74,302)         (74,302)
                                                                                      ----------       ----------
          Total shareholders' equity...............................................    1,523,535        1,353,474
                                                                                      ----------       ----------
          Total capitalization.....................................................   $1,966,137       $2,246,076
                                                                                      ==========       ==========
</TABLE>

- --------------------

(1)  We may use net proceeds from the sale of the notes and other cash resources
     to pay the repurchase price for the 2% Notes, which we may be required to
     repurchase from the holders thereof on June 1, 2004. Amounts presented do
     not give effect to any repurchases of the 2% Notes.

(2)  Reflects the purchase of approximately 6,074 ordinary shares on March 5,
     2004, which were sold short by purchasers of the notes in negotiated
     transactions concurrently with that offering. Does not include 26,640
     ordinary shares reserved for issuance upon the exercise of stock options
     that have been granted under our stock option plan and by companies we have
     acquired.

                                       24
<PAGE>

                              DESCRIPTION OF NOTES

         We issued the notes under an indenture dated as of March 5, 2004,
between Amdocs, as issuer, and The Bank of New York, as trustee. The notes and
the ordinary shares issuable upon conversion of the notes are covered by a
registration rights agreement. You may request a copy of the indenture and the
registration rights agreement from the trustee. We have also filed the indenture
and the registration rights agreement with the SEC. See "Incorporation of
Documents by Reference" and "Where You Can Find More Information."

         The following description is a summary of the material provisions of
the notes, the indenture and the registration rights agreement. It does not
purport to be complete. This summary is subject to and is qualified by reference
to all the provisions of the indenture, including the definitions of certain
terms used in the indenture, and to all the provisions of the registration
rights agreement, including the definitions of certain terms in the registration
rights agreement. Wherever particular provisions or defined terms of the
indenture, form of note or registration rights agreement are referred to, these
provisions or defined terms are incorporated in this prospectus by reference. We
urge you to read the indenture and the registration rights agreement because
they and not this description define your rights as a holder of notes.

         As used in this "Description of Notes" section, references to "Amdocs,"
"we," "our" or "us" refer solely to Amdocs Limited and not to our subsidiaries,
unless the context otherwise requires.

GENERAL

         The notes are senior unsecured debt of Amdocs and rank on a parity with
all of our other existing and future senior unsecured debt, including the 2%
Notes, and prior to all of our existing and future subordinated debt. The notes
are not obligations of or guaranteed by any of our subsidiaries. The notes are
convertible into ordinary shares as described under "--Conversion of Notes."

         The notes initially will be limited to $450.0 million aggregate
principal amount. The notes were issued in denominations of $1,000 and multiples
of $1,000. We use the term "note" in this prospectus to refer to each $1,000
principal amount of notes. The notes will mature on March 15, 2024, unless
earlier converted, redeemed or repurchased.

         We may, without the consent of the holders, reopen the indenture and
issue additional notes under the indenture with the same terms and with the same
CUSIP numbers as the outstanding notes in an unlimited aggregate principal
amount, provided that no such additional notes may be issued unless fungible
with the outstanding notes for U.S. federal income tax purposes. Subject to our
compliance with applicable laws, we may also from time to time repurchase the
notes in open market purchases or negotiated transactions without prior notice
to holders.

         The notes are obligations of Amdocs, which is a holding company, and
not its subsidiaries. Because we derive substantially all of our revenues from
our operating subsidiaries and do not have business operations of our own, we
are dependent upon the ability of our subsidiaries to provide us with cash, in
the form of dividends or intercompany advances, loans or otherwise, to meet our
obligations under the notes. Our subsidiaries will have no obligation to pay
amounts due on the notes or to make any funds available to us for payment of the
notes upon maturity or upon a redemption or repurchase of the notes as described
below.

         Neither we nor any of our subsidiaries are subject to any financial
covenants under the indenture. In addition, neither we nor any of our
subsidiaries are restricted under the indenture from paying dividends, incurring
debt, whether senior or junior to the notes, or issuing or repurchasing our
securities.

         You are not afforded protection under the indenture in the event of a
highly leveraged transaction or a change in control of us, except to the extent
described below under "--Repurchase at Option of the Holder Upon a Designated
Event."

                                       25
<PAGE>

         The notes bear interest at an annual rate of 0.50%. Interest is
calculated on the basis of a 360-day year consisting of twelve 30-day months and
accrues from March 5, 2004, or from the most recent date to which interest has
been paid or duly provided for. We will pay interest on March 15 and September
15 of each year, beginning September 15, 2004, to record holders at the close of
business on the preceding March 1 and September 1, as the case may be.

         We will maintain an office in the Borough of Manhattan, The City of New
York, where we will pay the principal on the notes and you may present the notes
for conversion, registration of transfer or exchange for other denominations,
which will initially be an office or agency of the paying agent. The paying
agent initially will be the trustee. We may pay interest by check mailed to your
address as it appears in the note register, provided that if you are a holder
with an aggregate principal amount in excess of $2.0 million, you will be paid,
at your written election, by wire transfer in immediately available funds.
However, payments to The Depository Trust Company, New York, New York, which we
refer to as DTC, will be made by wire transfer of immediately available funds to
the account of DTC or its nominee.

         The notes are not subject to a sinking fund provision and are not
subject to defeasance or covenant defeasance under the indenture.

CONVERSION OF NOTES

         You may convert any of your notes, in whole or in part, into ordinary
shares prior to the close of business on the final maturity date of the notes,
subject to prior redemption or repurchase of the notes, only under the following
circumstances:

         -     subject to certain exceptions, upon satisfaction of a market
               price condition;

         -     upon satisfaction of a trading price condition;

         -     upon the occurrence of certain credit ratings events;

         -     upon notice of redemption; or

         -     upon the occurrence of specified corporate transactions.

         The number of ordinary shares you will receive upon conversion of your
notes will be determined by multiplying the number of $1,000 principal amount
notes you convert by the conversion rate on the date of conversion. You may
convert your notes in part so long as such part is $1,000 principal amount or an
integral multiple of $1,000.

         If we call notes for redemption, you may convert the notes until the
close of business on the business day immediately preceding the redemption date,
unless we fail to pay the redemption price. If you have submitted your notes for
repurchase upon a designated event, you may convert your notes only if you
withdraw your repurchase election. Similarly, if you exercise your option to
require us to repurchase your notes other than upon a designated event, those
notes may be converted only if you withdraw your election to exercise your
option in accordance with the terms of the indenture. Upon conversion of notes,
a holder will not receive any cash payment of interest or liquidated damages, if
any, except in the circumstances specified in the next paragraph, and such
amounts will be forfeited.

         Notwithstanding the preceding paragraph, if notes are converted after a
record date but prior to the next succeeding interest payment date, holders of
such notes at the close of business on the record date will receive the interest
payable on such notes on the corresponding interest payment date notwithstanding
the conversion. Such notes, upon surrender for conversion, must be accompanied
by funds equal to the amount of interest payable on the notes so converted;
provided that no such payment need be made (1) if we have specified a redemption
date that is after a record date but on or prior to the next interest payment
date, (2) if we have specified a repurchase date following a designated event
that is after a record date but on or prior to the next succeeding interest
payment date or (3) to the extent of any overdue interest at the time of
conversion with respect to such note.

                                       26
<PAGE>

     CONVERSION UPON SATISFACTION OF MARKET PRICE CONDITION

         You may surrender your note for conversion into our ordinary shares
prior to the close of business on the maturity date during any fiscal quarter
commencing after March 31, 2004, and only during such fiscal quarter if the
closing sale price of our ordinary shares exceeds 130% of the then effective
conversion price for at least 20 trading days in the 30 consecutive trading days
ending on the last trading day of the preceding fiscal quarter.

         The "closing sale price" of our ordinary shares on any date means the
closing per share sale price (or if no closing sale price is reported, the
average of the bid and ask prices or, if more than one in either case, the
average of the average bid and the average ask prices) on such date as reported
in composite transactions for the principal United States securities exchange on
which our ordinary shares are traded or, if our ordinary shares are not listed
on a United States national or regional securities exchange, as reported by the
Nasdaq System or by the National Quotation Bureau Incorporated. In the absence
of such a quotation, we will determine the closing sale price on the basis we
consider appropriate, and such determination shall be conclusive. The
"conversion price" as of any day will equal $1,000 divided by the conversion
rate as of such day.

     CONVERSION UPON SATISFACTION OF TRADING PRICE CONDITION

         You may surrender your notes for conversion into our ordinary shares
prior to the close of business on the maturity date during the five business-day
period after any five consecutive trading-day period (the "measurement period")
in which the "trading price" per $1,000 principal amount of notes, as determined
following a request by a holder of notes in accordance with the procedures
described below, for each day of that measurement period was less than 98% of
the product of the closing sale price of our ordinary shares and the conversion
rate for such date (the "98% Trading Exception"); provided, however, you may not
convert your notes in reliance on this provision if on any trading day during
such measurement period the closing sale price of our ordinary shares was
between 100% and 130% of the then current conversion price of the notes.

         The "trading price" of the notes on any date of determination means the
average of the secondary market bid quotations obtained by the trustee for
$10,000,000 principal amount of the notes at approximately 3:30 p.m., New York
City time, on such determination date from three independent nationally
recognized securities dealers we select; provided that if three such bids cannot
reasonably be obtained by the trustee, but two such bids are obtained, then the
average of the two bids shall be used, and if only one such bid can reasonably
be obtained by the trustee, that one bid shall be used. If the trustee cannot
reasonably obtain at least one bid for $10,000,000 principal amount of the notes
from a nationally recognized securities dealer, then the trading price per
$1,000 principal amount of notes will be deemed to be less than 98% of the
product of the "closing sale price" of our ordinary shares and the conversion
rate.

         In connection with any conversion upon satisfaction of the above
trading pricing condition, the trustee shall have no obligation to determine the
trading price of the notes unless we have requested such determination; and we
shall have no obligation to make such request unless a holder provides us with
reasonable evidence that the trading price per $1,000 principal amount of notes
would be less than 98% of the product of the closing sale price of our ordinary
shares and the conversion rate. At such time, we shall instruct the trustee to
determine the trading price of the notes beginning on the next trading day and
on each successive trading day until the trading price per $1,000 principal
amount of notes is greater than or equal to 98% of the product of the closing
sale price of our ordinary shares and the conversion rate.

     CONVERSION UPON CREDIT RATINGS EVENT

         After the earlier of (a) the date the notes are rated by both Standard
& Poor's and Moody's and (b) five business days from the date the notes are
issued, you may surrender your note for conversion into our ordinary shares
prior to close of business on the maturity date during any period in which the
credit rating assigned to the notes by Standard & Poor's or Moody's (or any
successors to these entities) is "BB-" or "Ba3," respectively, or lower, or if

                                       27
<PAGE>

either of these rating agencies no longer rates the notes, or if either of these
rating agencies suspends or withdraws the rating assigned to the notes, or if
the notes are not assigned a rating by both rating agencies.

     CONVERSION UPON NOTICE OF REDEMPTION

         If we call notes for redemption, you may convert the notes until the
close of business on the business day immediately preceding the redemption date,
after which time your right to convert will expire unless we default in the
payment of the redemption price.

     CONVERSION UPON SPECIFIED CORPORATE TRANSACTIONS

         If we elect to:

         -     distribute to all holders of our ordinary shares certain rights
               or warrants entitling them to purchase, for a period expiring
               within 45 days of the record date for such issuance, our ordinary
               shares at less than the average of the closing sale prices of our
               ordinary shares for the 10 trading days preceding the declaration
               date for such distribution; or

         -     distribute to all holders of our ordinary shares ordinary shares,
               assets, debt securities or certain rights to purchase our
               securities, which distribution has a per share value exceeding 5%
               of the closing sale price of our ordinary shares on the day
               preceding the declaration date for such distribution;

we must notify you at least 20 days prior to the ex-dividend date for such
distribution. Once we have given such notice, you may surrender your notes for
conversion at any time until the earlier of the close of business on the
business day prior to the ex-dividend date or any announcement by us that such
distribution will not take place. If you will otherwise participate in the
distribution without conversion, you will not have the right to convert pursuant
to this provision.

         In addition, if we are a party to a consolidation, amalgamation,
merger, binding share exchange or sale, lease or transfer of all or
substantially all of our assets, in each case pursuant to which our ordinary
shares would be converted into cash, securities or other property, you may
surrender your notes for conversion at any time from and after the date that is
15 days prior to the anticipated effective date of the transaction until and
including the date that is 15 days after the actual date of such transaction (or
if such consolidation, amalgamation, merger, binding share exchange or sale,
lease or transfer also constitutes a designated event, until the repurchase date
corresponding to such designated event). If we are a party to a consolidation,
amalgamation, merger, binding share exchange or sale, lease or transfer of all
or substantially all of our assets, in each case pursuant to which our ordinary
shares are converted into cash, securities or other property, then at the
effective time of the transaction, your right to convert a note into our
ordinary shares will be changed into a right to convert it into the kind and
amount of cash, securities and other property that you would have received if
you had converted your notes immediately prior to the transaction. If the
transaction also constitutes a designated event, you can require us to
repurchase all or a portion of your notes as described under "--Repurchase at
Option of the Holder Upon a Designated Event."

     CONVERSION PROCEDURES

         The initial conversion rate for the notes is 23.1911 ordinary shares
per $1,000 principal amount of notes, subject to adjustment as described below,
which represents an initial conversion price of $43.12 per share. We will not
issue fractional ordinary shares upon conversion of notes. Instead, we will pay
cash in lieu of fractional shares based on the closing sale price of the
ordinary shares on the trading day prior to the conversion date. Except as
described above, you will not receive any accrued interest or dividends upon
conversion.

         To convert your note into ordinary shares you must do the following (or
comply with DTC procedures for doing so in respect of your beneficial interest
in notes evidenced by a global note):

                                       28
<PAGE>

         -     complete and manually sign the conversion notice on the back of
               the note or facsimile of the conversion notice and deliver this
               notice to the conversion agent;

         -     surrender the note to the conversion agent;

         -     if required, furnish appropriate endorsements and transfer
               documents;

         -     if required, pay all transfer or similar taxes; and

         -     if required, pay funds equal to interest payable on the next
               interest payment date.

The date you comply with these requirements is the conversion date under the
indenture.

     CONVERSION RATE ADJUSTMENTS

         We will adjust the conversion rate if any of the following events
occurs:

         (1)   We issue ordinary shares as a dividend or distribution on our
               ordinary shares.

         (2)   We issue to all holders of ordinary shares certain rights or
               warrants to purchase our ordinary shares, for a period expiring
               within 45 days of the record date for such issuance, at a price
               per share that is less than the average of the closing sale
               prices of our ordinary shares for the 10 trading days preceding
               the declaration date for such distribution.

         (3)   We subdivide or combine our ordinary shares.

         (4)   We distribute to all holders of our ordinary shares any shares of
               our capital stock, evidences of indebtedness or assets, including
               cash and securities but excluding rights or warrants specified
               above and dividends or distributions specified above.

               If we distribute shares of capital stock of, or similar equity
               interests in, a subsidiary or other business unit of ours, then
               the conversion rate will be adjusted based on the market value of
               the securities so distributed relative to the market value of our
               ordinary shares, in each case based on the average of the closing
               sale prices of those securities (where such closing sale prices
               are available) for the 10 trading days commencing on and
               including the fifth trading day after the date on which
               "ex-dividend trading" commences for such distribution on the New
               York Stock Exchange or such other national or regional exchange
               or market on which the securities are then listed or quoted.

               If we distribute cash (excluding any dividend or distribution in
               connection with our liquidation, dissolution or winding up), then
               the conversion rate shall be increased so that it equals the rate
               determined by multiplying the conversion rate in effect on the
               record date with respect to the cash distribution by a fraction,
               (1) the numerator of which shall be the current market price of
               our ordinary shares on the record date, and (2) the denominator
               of which will be the current market price of our ordinary shares
               on the record date minus the amount per share of such
               distribution.

         (5)   We or one of our subsidiaries makes a payment in respect of a
               tender offer or exchange offer for our ordinary shares to the
               extent that the cash and value of any other consideration
               included in the payment per share of ordinary shares exceeds the
               closing sale price per share of ordinary shares on the trading
               day next succeeding the last date on which tenders or exchanges
               may be made pursuant to such tender or exchange offer.

         (6)   Someone other than us or one of our subsidiaries makes a payment
               in respect of a tender offer or exchange offer in which, as of
               the closing date of the offer, our board of directors is not
               recommending rejection of the offer.

               The adjustment referred to in this clause (6) will only be made
               if:

                                       29
<PAGE>

               -    the tender offer or exchange offer is for an amount that
                    increases the offeror's ownership of ordinary shares to more
                    than 25% of the total ordinary shares outstanding; and

               -    the cash and value of any other consideration included in
                    the payment per share of ordinary shares exceeds the closing
                    sale price per share of ordinary shares on the trading day
                    next succeeding the last date on which tenders or exchanges
                    may be made pursuant to the tender or exchange offer.

               However, the adjustment referred to in this clause (6) will
               generally not be made if as of the closing of the offer, the
               offering documents disclose a plan or an intention to cause us to
               engage in a consolidation or merger or a sale of all or
               substantially all of our assets.

         "Current market price" of our ordinary shares on any day means the
average of the closing price per share of our ordinary shares for each of the 10
consecutive trading days ending on the earlier of the day in question and the
day before the "ex-date" with respect to the issuance or distribution requiring
such computation. For purposes of this paragraph, "ex-date" means the first date
on which our ordinary shares trade on the applicable exchange or in the
applicable market, regular way, without the right to receive such issuance or
distribution.

         To the extent that we have a rights plan in effect upon conversion of
the notes into ordinary shares, you will receive, in addition to the ordinary
shares, the rights under the rights plan, unless prior to any conversion, the
rights have separated from the ordinary shares, in which case the conversion
rate will be adjusted at the time of separation as if we distributed to all
holders of our ordinary shares, shares of our capital stock, evidences of
indebtedness or assets as described above, subject to readjustment in the event
of the expiration, termination or redemption of such rights.

         In the event of:

         -     any reclassification of our ordinary shares;

         -     a consolidation, merger or combination involving us; or

         -     a sale or conveyance to another person or entity of all or
               substantially all of our property and assets;

in which holders of our ordinary shares would be entitled to receive stock,
other securities, other property, assets or cash for their ordinary shares, upon
conversion of your notes you will be entitled to receive the same type of
consideration that you would have been entitled to receive if you had converted
the notes into our ordinary shares immediately prior to any of these events.

         We may, from time to time, increase the conversion rate if our Board of
Directors has made a determination that this increase would be in our best
interests. Any such determination by our board will be conclusive. In addition,
we may increase the conversion rate if our board of directors deems it advisable
to avoid or diminish any income tax to holders of ordinary shares resulting from
any stock or rights distribution. See "Certain United States Federal Income Tax
Considerations--Tax Consequences to U.S. Holders--Adjustment to Conversion
Rate."

         The holders of the notes may, in certain circumstances, be deemed to
have received a distribution subject to U.S. federal income tax as a dividend as
a result of the adjustments to the conversion rate described above. See "Certain
United States Federal Income Tax Considerations--Tax Consequences to U.S.
Holders--Adjustment to Conversion Rate."

         We will not be required to make an adjustment in the conversion rate
unless the adjustment would require a change of at least 1% in the conversion
rate. However, we will carry forward any adjustments that are less than 1% of
the conversion rate. Except as described above in this section, we will not
adjust the conversion rate for any issuance of our ordinary shares or
convertible or exchangeable securities or rights to purchase our ordinary shares
or convertible or exchangeable securities.

                                       30
<PAGE>

OPTIONAL REDEMPTION BY AMDOCS

         Beginning March 20, 2009, we may redeem the notes in whole or in part
for cash at any time at a redemption price equal to 100% of the principal amount
of notes, plus accrued and unpaid interest and liquidated damages, if any, to,
but excluding, the redemption date. If such redemption date falls after a record
date but on or prior to the next succeeding interest payment date, we will pay
the full amount of accrued and unpaid interest, and liquidated damages, if any,
on such interest payment date to the holder of record on the close of business
on the corresponding record date. We are required to give notice of redemption
by mail to holders not more than 60 but not less than 30 days prior to the
redemption date.

         If less than all of the outstanding notes are to be redeemed, the
trustee will select the notes to be redeemed in principal amounts of $1,000 or
multiples of $1,000 by lot, pro rata or by another method the trustee considers
fair and appropriate. If a portion of your notes is selected for partial
redemption and you convert a portion of your notes, the converted portion will
be deemed to the extent practicable to be of the portion selected for
redemption.

         We may not redeem the notes if we have failed to pay any interest on
the notes and such failure to pay is continuing, or if the principal amount of
the notes has been accelerated.

REPURCHASE AT OPTION OF THE HOLDER

         You have the right to require us to repurchase your notes, in whole or
in part, on March 15 of 2009, 2014 and 2019. We will be required to repurchase
any outstanding note for which you deliver a written repurchase notice to the
paying agent. This notice must be delivered during the period beginning at any
time from the opening of business on the date that is 20 business days prior to
the repurchase date until the close of business on the repurchase date. If a
repurchase notice is given and withdrawn during that period, we will not be
obligated to repurchase the notes listed in the notice. Our repurchase
obligation will be subject to certain additional conditions.

         The repurchase price payable for a note will be equal to the principal
amount to be repurchased, plus accrued and unpaid interest and liquidated
damages, if any, to, but excluding, the repurchase date.

         At our option, instead of paying the repurchase price in cash, we may
pay it in our ordinary shares or a combination of cash and our ordinary shares
valued at 100% of the average of the closing sales prices of such ordinary
shares on the NYSE (or such other national or regional exchange or market on
which the securities are then listed or quoted) for the five consecutive trading
days ending on the third trading day prior to the repurchase date. We may only
pay the repurchase price in ordinary shares if we satisfy certain conditions
provided in the indenture, including:

         -     registration of the ordinary shares to be issued upon repurchase
               under the Securities Act and the Exchange Act, if required;

         -     qualification of the ordinary shares to be issued upon repurchase
               under applicable state securities laws, if necessary, or the
               availability of an exemption therefrom; and

         -     listing of the ordinary shares on a United States national
               securities exchange or quotation thereof in an inter-dealer
               quotation system of any registered United States national
               securities association.

         If any condition is not satisfied, such as the condition that there be
no restrictions on any transfer of the shares, the repurchase price may be paid
only in cash. For a discussion of the tax treatment of a holder receiving cash,
ordinary shares or any combination thereof, see "Certain United States Federal
Income Tax Considerations." We may, at any time, irrevocably relinquish our
right to pay the repurchase price in ordinary shares by entering into a
supplemental indenture with the trustee.

         You may withdraw any written repurchase notice by delivering a written
notice of withdrawal to the paying agent prior to the close of business on the
repurchase date. The withdrawal notice must state:

                                       31
<PAGE>

         -     the principal amount of the withdrawn notes;

         -     if certificated notes have been issued, the certificate numbers
               of the withdrawn notes (or, if your notes are not certificated,
               your withdrawal notice must comply with appropriate DTC
               procedures); and

         -     the principal amount, if any, that remains subject to the
               repurchase notice.

         We must give notice of an upcoming repurchase date to all note holders
not less than 20 business days prior to the repurchase date at their addresses
shown in the register of the registrar. We will also give notice to beneficial
owners as required by applicable law. This notice will state, among other
things: whether we will pay the repurchase price of the notes in cash or
ordinary shares, or both cash and ordinary shares (in which case the relative
percentages will be specified); if we elect to pay all or a portion of the
repurchase price in ordinary shares, the method by which we are required to
calculate market price of the ordinary shares; and the procedures that holders
must follow to require us to repurchase their notes.

         Payment of the repurchase price for a note for which a repurchase
notice has been delivered and not withdrawn is conditioned upon book-entry
transfer or delivery of the note, together with necessary endorsements, to the
paying agent at its office in the Borough of Manhattan, The City of New York, or
any other office of the paying agent, at any time after delivery of the
repurchase notice. Payment of the repurchase price for the note will be made
promptly following the later of the repurchase date and the time of book-entry
transfer or delivery of the note. If the paying agent holds money sufficient to
pay the repurchase price of the note on the business day following the
repurchase date, then, on and after the date:

         -     the note will cease to be outstanding;

         -     interest will cease to accrue; and

         -     all other rights of the holder will terminate, other than the
               right to receive the repurchase price upon delivery of the note.

         This will be the case whether or not book-entry transfer of the note
has been made or the note has been delivered to the paying agent.

         No notes may be repurchased by us at the option of the holders if the
principal amount of the notes has been accelerated, and such acceleration has
not been rescinded, on or prior to the indicated repurchase date. We may be
unable to repurchase the notes if you elect to require us to repurchase the
notes pursuant to this provision. If you elect to require us to repurchase the
notes on March 15 of 2009, 2014 or 2019, we may not have enough funds to pay the
repurchase price for all tendered notes. Any future credit agreements or other
agreements relating to our indebtedness may contain provisions prohibiting the
repurchase of the notes under certain circumstances. If you elect to require us
to repurchase the notes at a time when we are prohibited from repurchasing
notes, we could seek the consent of our lenders to repurchase the notes or
attempt to refinance this debt. If we do not obtain consent, we would not be
permitted to repurchase the notes. Our failure to repurchase tendered notes
would constitute an event of default under the indenture, which might constitute
a default under the terms of our other indebtedness.

         We will comply with the provisions of Rule 13e-4 and any other tender
offer rules under the Exchange Act that may be applicable at the time of the
tender offer. To the extent applicable, we will file a Schedule TO or any other
schedule required in connection with any offer by us to repurchase the notes.

REPURCHASE AT OPTION OF THE HOLDER UPON A DESIGNATED EVENT

         If a designated event occurs at any time prior to the maturity of the
notes, you may require us to repurchase your notes, in whole or in part, on a
repurchase date that is not less than 20 nor more than 35 business days after
the date of our notice of the designated event. The notes will be repurchased
only in integral multiples of $1,000 principal amount.

                                       32
<PAGE>

         We will repurchase the notes at a price equal to 100% of the principal
amount to be repurchased, plus accrued and unpaid interest, and liquidated
damages, if any, to, but excluding, the repurchase date. If such repurchase date
falls after a record date and on or prior to the corresponding interest payment
date, we will pay the full amount of accrued and unpaid interest payable on such
interest payment date to the holder of record on the close of business on the
corresponding record date.

         At our option, instead of paying the repurchase price in cash, we may
pay it in our ordinary shares or, if applicable, our parent's common equity, or
a combination of cash and shares valued at 100% of the average of the closing
sales prices of such shares on the New York Stock Exchange (or such other
national or regional exchange or market on which the securities are then listed
or quoted) for the five consecutive trading days ending on the third trading day
prior to the repurchase date. We may only pay the repurchase price in shares if
we satisfy certain conditions provided in the indenture, including:

         -     registration of the shares to be issued upon redemption under the
               Securities Act and the Exchange Act, if required;

         -     qualification of the shares to be issued upon redemption under
               applicable state securities laws, if necessary, or the
               availability of an exemption therefrom; and

         -     listing of the shares on a United States national securities
               exchange or quotation thereof in an inter-dealer quotation system
               of any registered United States national securities association.

         If any condition is not satisfied, such as the condition that there be
no restrictions on any transfer of the shares, the repurchase price may be paid
only in cash. We may, at any time, irrevocably relinquish our right to pay the
repurchase price in shares by entering into a supplemental indenture with the
trustee.

         We will mail to all record holders a notice of a designated event
within 15 days after it has occurred. This notice will state, among other
things: whether we will pay the repurchase price of the notes in cash, shares of
our ordinary shares or, if applicable, our parent's common equity, or both cash
and shares (in which case the relative percentages will be specified); if we
elect to pay all or a portion of the repurchase price in shares, the method by
which we are required to calculate market price of the shares; and the
procedures that holders must follow to require us to repurchase their notes. We
are also required to deliver to the trustee a copy of the designated event
notice. If you elect to require us to repurchase your notes, you must deliver to
us or our designated agent, on or before the repurchase date specified in our
designated event notice, your repurchase notice and any notes to be repurchased,
duly endorsed for transfer. We will promptly pay the repurchase price for notes
surrendered for repurchase following the repurchase date.

         You may withdraw any written repurchase notice by delivering a written
notice of withdrawal to the paying agent prior to the close of business on the
repurchase date. The withdrawal notice must state:

         -     the principal amount of the withdrawn notes;

         -     if certificated notes have been issued, the certificate numbers
               of the withdrawn notes (or, if your notes are not certificated,
               your withdrawal notice must comply with appropriate DTC
               procedures); and

         -     the principal amount, if any, that remains subject to the
               repurchase notice.

         Payment of the repurchase price for a note for which a repurchase
notice has been delivered and not withdrawn is conditioned upon book-entry
transfer or delivery of the note, together with necessary endorsements, to the
paying agent at its corporate trust office in the Borough of Manhattan, The City
of New York, or any other office of the paying agent, at any time after delivery
of the repurchase notice. Payment of the repurchase price for the note will be
made promptly following the later of the repurchase date and the time of
book-entry transfer or delivery of the note. If the paying agent holds money
sufficient to pay the repurchase price of the note on the repurchase date, then,
on and after the business day following the repurchase date:

         -     the note will cease to be outstanding;

                                       33
<PAGE>

         -     interest will cease to accrue; and

         -     all other rights of the holder will terminate, other than the
               right to receive the repurchase price upon delivery of the note.

         This will be the case whether or not book-entry transfer of the note
has been made or the note has been delivered to the paying agent.

         A "designated event" will be deemed to have occurred upon a fundamental
change or a termination of trading.

         A "fundamental change" is any transaction or event (whether by means of
an exchange offer, liquidation, tender offer, consolidation, merger,
combination, reclassification, recapitalization or otherwise) in connection with
which all or substantially all of our ordinary shares are exchanged for,
converted into, acquired for or constitute solely the right to receive,
consideration that is not all or substantially all common stock (or comparable
equity security of a non-U.S. entity) that:

         -     is listed on, or immediately after the transaction or event will
               be listed on, a United States national securities exchange, or

         -     is approved, or immediately after the transaction or event will
               be approved, for quotation on the NASDAQ National Market or any
               similar United States system of automated dissemination of
               quotations of securities prices.

         A "termination of trading" will be deemed to have occurred if our
ordinary shares (or other securities into which the notes are then convertible)
are neither listed for trading on a United States national securities exchange
nor approved for trading on the NASDAQ National Market.

         We will comply with the provisions of Rule 13e-4 and any other tender
offer rules under the Exchange Act that may be applicable at the time of a
designated event. To the extent applicable, we will file a Schedule TO or any
other schedule required in connection with any offer by us to repurchase the
notes in the event of a designated event.

         These designated event repurchase rights could discourage a potential
acquirer of Amdocs. However, this designated event repurchase feature is not the
result of management's knowledge of any specific effort to obtain control of us
by means of a merger, tender offer or solicitation, or part of a plan by
management to adopt a series of anti-takeover provisions. The term "designated
event" is limited to specified transactions and may not include other events
that might adversely affect our financial condition or business operations. Our
obligation to offer to repurchase the notes upon a designated event would not
necessarily afford you protection in the event of a highly leveraged
transaction, reorganization, merger or similar transaction involving us. No
notes may be repurchased by us at the option of holders upon a designated event
if the principal amount of the notes has been accelerated and such acceleration
has not been rescinded.

         We may be unable to repurchase the notes in the event of a designated
event. If a designated event were to occur, we may not have enough funds to pay
the repurchase price for all tendered notes. Any future credit agreements or
other agreements relating to our indebtedness may contain provisions prohibiting
repurchase of the notes under certain circumstances, or expressly prohibit our
repurchase of the notes upon a designated event or may provide that a designated
event constitutes an event of default under that agreement. If a designated
event occurs at a time when we are prohibited from repurchasing notes, we could
seek the consent of our lenders to repurchase the notes or attempt to refinance
this debt. If we do not obtain consent, we would not be permitted to repurchase
the notes. Our failure to repurchase tendered notes would constitute an event of
default under the indenture, which might constitute a default under the terms of
our other indebtedness.

                                       34
<PAGE>

ADDITIONAL TAX AMOUNTS

         All amounts payable (whether in respect of principal, interest,
liquidated damages or otherwise) in respect of the notes will be made free and
clear of and without withholding or deduction for or on account of any present
or future taxes, duties, levies, assessments or governmental charges of whatever
nature imposed or levied by or on behalf of Guernsey or any political
subdivision thereof or any authority or agency therein or thereof having power
to tax, unless the withholding or deduction of such taxes, duties, levies,
assessments or governmental charges is required by law. In that event, we will
pay, or cause to be paid, such additional amounts as may be necessary in order
that the net amounts receivable by the holder after such withholding or
deduction shall equal the respective amounts that would have been receivable by
such holder in the absence of such withholding or deduction; except that no such
additional amounts shall be payable in relation to any payment in respect of any
of the notes:

         -     to, or to a third party on behalf of, a person who is liable for
               such taxes, duties, levies, assessments or governmental charges
               in respect of such note by reason of his having some connection
               with (including being a citizen of, being incorporated or engaged
               in a trade or business in, or having a residence or principal
               place of business or other presence in) Guernsey other than (a)
               the mere holding of such note or (b) the receipt of principal,
               interest or other amount in respect of such note; or

         -     presented for payment more than 30 days after the relevant date
               (as defined below), except to the extent that the relevant holder
               would have been entitled to such additional amounts on presenting
               the same for payment on or before the expiry of such period of 30
               days; or

         -     on account of any inheritance, gift, estate, personal property,
               sales, or similar taxes duties, levies, assessments or similar
               governmental charges; or

         -     on account of any taxes, duties, levies, assessments or
               governmental charges that are payable otherwise than by
               withholding from payments in respect of such note.

         The "relevant date" means, in respect of any payment, the date on which
such payment first becomes due and payable, but if the full amount of the moneys
payable has not been received by the trustee on or prior to such due date, it
means the first date on which, the full amount of such moneys having been so
received and being available for payment to holders, notice to that effect shall
have been duly given to the holders of the notes.

         If Amdocs becomes subject generally at any time to any taxing
jurisdiction other than or in addition to Guernsey, references to Guernsey in
this section and the following section shall be read and construed as references
to such other jurisdiction(s) and/or to Guernsey.

         Notwithstanding the foregoing discussion concerning withholding taxes,
in the event that any deduction or withholding on account of tax is required to
be made, or is made, in connection with the European Union directive on the
taxation of savings income adopted on June 3, 2003, or any law, regardless of
whether or not enacted by a member state of the European Union or otherwise,
required by such directive implementing or complying with, or introduced in
order to conform to, such directive, no additional amounts shall be payable or
paid by us to any holder in respect of the notes. See "Certain Guernsey Tax
Considerations--European Union Savings Tax Directive."

         Any reference in this section to "principal" and/or "interest" in
respect of the notes shall be deemed also to refer to any additional amounts
that may be payable under this section. Unless the context otherwise requires,
any reference in this section to "principal" shall include any redemption amount
and any other amounts in the nature of principal payable pursuant to this
section and "interest" shall include all amounts payable pursuant to this
section and any other amounts in the nature of interest payable pursuant to this
section, including liquidated damages.

                                       35
<PAGE>

TAX REDEMPTION

         Subject to the conditions described below, the notes may be redeemed
for cash, in whole but not in part, at our option, upon not less than 30 days'
nor more than 60 days' prior notice to the holders at the redemption price equal
to 100% of the principal amount, plus accrued and unpaid interest and liquidated
damages, if any, to, but excluding, the date fixed for redemption, if we
determine, based on an opinion received from a tax advisor who is an expert in
the tax laws of the relevant jurisdiction, that on the next succeeding interest
payment date, as a result of any change in or amendment to the laws or treaties,
or any regulations or rulings promulgated thereunder, of Guernsey or any
political subdivision thereof or any authority or agency therein or thereof
having power to tax and affecting taxation, or any proposed change in such laws,
treaties, regulations or rulings (including a holding by a court of competent
jurisdiction) which change or amendment becomes effective or is proposed on or
after the closing date of the sale of the notes, Amdocs has or will become
obligated to pay additional amounts on any notes, provided, however, that (i)
the obligation to withhold or deduct cannot be avoided by us by using our
reasonable best efforts to obtain an exemption from such deduction or
withholding obligation (in the event application to the appropriate authorities
is reasonably required in order to avoid such obligation) and such application
has been denied, and (ii) no such notice of redemption may be given earlier than
90 days prior to the earliest date on which we would be obligated to pay such
additional amounts.

         Notwithstanding the foregoing, if we give notice of redemption as
described above, each holder of notes will have the right to elect that such
holder's notes will not be subject to such redemption. If a holder of notes
elects not to be subject to such redemption, we will not be required to pay any
additional amounts with respect to payments made on that holder's notes (solely
as a result of the change in Guernsey tax law that caused additional amounts to
be payable) following the redemption date fixed by us, and all subsequent
payments on such holder's notes whether in cash or ordinary shares will be
subject to applicable Guernsey taxes. In such event, payments of interest on the
notes arising on maturity, redemption, purchase or conversion of a note or on an
assignment or other transfer of a note to a person resident in Guernsey may be
subject to Guernsey taxes, and the tax consequences to holders of notes
described under "Certain Guernsey Tax Considerations" will no longer apply.

         Because the tax consequences to holders in such circumstances could be
material and adverse, holders of notes should consult their own tax advisors in
considering whether to elect their option to avoid redemption in such
circumstances. In the event that cash payments which a holder would otherwise be
entitled to receive from us are insufficient to pay applicable Guernsey taxes,
we may require from a holder as a condition to the holder's right to receive any
ordinary shares on conversion or other amounts from us an amount of cash
sufficient to pay applicable Guernsey taxes. Holders of notes must elect their
option to avoid such redemption by written notice to the trustee no later than
the 15th day prior to the redemption date fixed by us.

MERGER AND SALE OF ASSETS BY AMDOCS

         The indenture provides that we may not consolidate with or merge with
or into any other person or convey, transfer, sell or lease our properties and
assets substantially as an entirety to another person, and we may not permit any
person to consolidate with or merge into us or convey, transfer, sell or lease
such person's properties and assets substantially as an entirety to us, unless
among other items:

         -     the person formed by such consolidation or into or with which we
               are merged or the person to which our properties and assets are
               so conveyed, transferred, sold or leased, shall be a corporation,
               limited liability company, partnership or trust organized and
               validly existing under either (1) the laws of Guernsey, the
               United States, any state within the United States or the District
               of Columbia or any other country (including its political
               subdivisions) which on the issue date is a member of the
               Organization for Economic Cooperation and Development or (2) any
               other country whose legal and jurisprudential system is
               principally based on, or substantially similar to, English common
               law so long as the location of that entity in such common law
               country would not adversely affect the rights of holders and, in
               each case, if we

                                       36
<PAGE>

               are not the surviving person, the surviving person files a
               supplement to the indenture and expressly assumes the payment of
               the principal and interest on the notes and the performance of
               our other covenants under the indenture;

         -     after giving effect to such transaction, there is no event of
               default under the indenture, and no event which, after notice or
               passage of time or both, would become an event of default; and

         -     other requirements as described in the indenture are met.

EVENTS OF DEFAULT; NOTICE AND WAIVER

         The following are events of default under the indenture:

         -     we fail to pay principal when due at maturity, upon redemption,
               repurchase or otherwise on the notes;

         -     we fail to pay any interest and liquidated damages, if any, on
               the notes, when due and such failure continues for a period of 30
               days;

         -     we fail to provide timely notice of a designated event;

         -     we fail to perform or observe any of the covenants in the
               indenture for 60 days after written notice to us from the trustee
               (or to us and the trustee from the holders of at least 25% in
               principal amount of the outstanding notes);

         -     payment defaults or other defaults causing acceleration of
               indebtedness prior to maturity, where the principal amount of the
               indebtedness subject to such defaults aggregates $50.0 million or
               more;

         -     we fail to deliver our ordinary shares upon conversion of the
               notes within the time period required by the indenture, and such
               failure continues for a period of five days; or

         -     certain events involving our bankruptcy, insolvency or
               reorganization.

         The trustee may withhold notice to the holders of the notes of any
default, except defaults in payment of interest or liquidated damages, if any,
on the notes. However, the trustee must consider it to be in the interest of the
holders of the notes to withhold this notice.

         If an event of default occurs and continues, the trustee or the holders
of at least 25% in principal amount of the outstanding notes may declare the
principal, and accrued interest and liquidated damages, if any, on the
outstanding notes to be immediately due and payable. In case of certain events
of bankruptcy or insolvency involving us, the principal, and accrued interest
and liquidated damages, if any, on the notes will automatically become due and
payable. However, if we cure all defaults, except the nonpayment of principal,
interest or liquidated damages, if any, that became due as a result of the
acceleration, and meet certain other conditions, with certain exceptions, this
declaration may be cancelled and the holders of a majority of the principal
amount of outstanding notes may waive these past defaults.

         Payments of principal or interest or liquidated damages, if any, on the
notes that are not made when due will accrue interest from the required payment
date at the annual rate of 1% above the then applicable interest rate for the
notes.

         The holders of a majority of outstanding notes will have the right to
direct the time, method and place of any proceedings for any remedy available to
the trustee, subject to limitations specified in the indenture.

         No holder of the notes may pursue any remedy under the indenture,
except in the case of a default in the payment of principal or interest on the
notes, unless:

         -     the holder has given the trustee written notice of an event of
               default;

                                       37
<PAGE>

         -     the holders of at least 25% in principal amount of outstanding
               notes make a written request and offer indemnity reasonably
               satisfactory to the trustee to pursue the remedy;

         -     the trustee does not receive an inconsistent direction from the
               holders of a majority in principal amount of the notes;

         -     the holder or holders have offered security or indemnity
               reasonably satisfactory to the trustee against any costs,
               liability or expense of the trustee; and

         -     the trustee fails to comply with the request within 60 days after
               receipt of the request and offer of indemnity.

MODIFICATION AND WAIVER

         The consent of the holders of a majority in principal amount of the
outstanding notes is required to modify or amend the indenture. However, a
modification or amendment requires the consent of the holder of each outstanding
note if it would:

         -     extend the fixed maturity of any note;

         -     reduce the rate or extend the time for payment of interest, or
               liquidated damages, if any, on any note;

         -     reduce the principal amount of any note;

         -     reduce any amount payable upon redemption or repurchase of any
               note;

         -     adversely change our obligation to repurchase any note at the
               option of a holder or upon a designated event;

         -     impair the right of a holder to institute suit for payment on any
               note;

         -     change the currency in which any note is payable;

         -     impair the right of a holder to convert any note or reduce the
               number of ordinary shares or the amount of any other property
               receivable upon conversion;

         -     reduce the quorum or voting requirements under the indenture;

         -     subject to specified exceptions, modify certain of the provisions
               of the indenture relating to modification or waiver of provisions
               of the indenture; or

         -     reduce the percentage of notes required for consent to any
               modification of the indenture.

         We are permitted to modify certain provisions of the indenture without
the consent of the holders of the notes.

FORM, DENOMINATION AND REGISTRATION

         The notes were issued:

         -     in fully registered form;

         -     without interest coupons; and

         -     in denominations of $1,000 principal amount and integral
               multiples of $1,000.

     GLOBAL NOTE, BOOK-ENTRY FORM

         Notes are evidenced by one or more global notes. We deposited the
global note or notes with DTC and register the global notes in the name of Cede
& Co. as DTC's nominee. Except as set forth

                                       38
<PAGE>

below, a global note may be transferred, in whole or in part, only to another
nominee of DTC or to a successor of DTC or its nominee.

         Beneficial interests in a global note may be held directly through DTC
if such holder is a participant in DTC, or indirectly through organizations that
are participants in DTC (called "participants"). Transfers between participants
will be effected in the ordinary way in accordance with DTC rules and will be
settled in clearing house funds. The laws of some states require that certain
persons take physical delivery of securities in definitive form. As a result,
the ability to transfer beneficial interests in the global note to such persons
may be limited.

         Holders who are not participants may beneficially own interests in a
global note held by DTC only through participants, or certain banks, brokers,
dealers, trust companies and other parties that clear through or maintain a
custodial relationship with a participant, either directly or indirectly (called
"indirect participants"). So long as Cede & Co., as the nominee of DTC, is the
registered owner of a global note, Cede & Co. for all purposes will be
considered the sole holder of such global note. Except as provided below, owners
of beneficial interests in a global note will:

         -     not receive physical delivery of certificates in definitive
               registered form; and

         -     not be considered holders of the global note.

         We will pay interest on and the redemption price and the repurchase
price of a global note to Cede & Co., as the registered owner of the global
note, by wire transfer of immediately available funds on each interest payment
date or the redemption or repurchase date, as the case may be. Neither we, the
trustee nor any paying agent will be responsible or liable:

         -     for the records relating to, or payments made on account of,
               beneficial ownership interests in a global note; or

         -     for maintaining, supervising or reviewing any records relating to
               the beneficial ownership interests.

         Neither we, the trustee, registrar, paying agent nor conversion agent
will have any responsibility for the performance by DTC or its participants or
indirect participants of their respective obligations under the rules and
procedures governing their operations. DTC has advised us that it will take any
action permitted to be taken by a holder of notes, including the presentation of
notes for exchange, only at the direction of one or more participants to whose
account with DTC interests in the global note are credited, and only in respect
of the principal amount of the notes represented by the global note as to which
the participant or participants has or have given such direction.

         DTC has advised us that it is:

         -     a limited purpose trust company organized under the laws of the
               State of New York, and a member of the Federal Reserve System;

         -     a "clearing corporation" within the meaning of the Uniform
               Commercial Code; and

         -     a "clearing agency" registered pursuant to the provisions of
               Section 17A of the Exchange Act.

         DTC was created to hold securities for its participants and to
facilitate the clearance and settlement of securities transactions between
participants through electronic book-entry changes to the accounts of its
participants. Participants include securities brokers, dealers, banks, trust
companies and clearing corporations and other organizations. Some of the
participants or their representatives, together with other entities, own DTC.
Indirect access to the DTC system is available to others such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly.

                                       39
<PAGE>

         DTC has agreed to the foregoing procedures to facilitate transfers of
interests in a global note among participants. However, DTC is under no
obligation to perform or continue to perform these procedures, and may
discontinue these procedures at any time.

         We will issue the notes in definitive certificated form if DTC notifies
us that it is unwilling or unable to continue as depositary or DTC ceases to be
a clearing agency registered under the Exchange Act and a successor depositary
is not appointed by us within 90 days. In addition, beneficial interests in a
global note may be exchanged for definitive certificated notes upon request by
or on behalf of DTC in accordance with customary procedures. We may determine at
any time and in our sole discretion that notes shall no longer be represented by
global notes, in which case we will issue certificates in definitive form in
exchange for the global notes.

REGISTRATION RIGHTS

         We entered into a registration rights agreement dated March 5, 2004
with the initial purchasers pursuant to which we have, at our own expense, for
the benefit of the noteholders, filed with the SEC the shelf registration
statement of which this prospectus is a part, covering resale of the notes and
the ordinary shares issuable upon conversion of the notes. Our obligation to
keep the shelf registration statement effective terminates upon the earlier of:

         -     such time as all of the registrable securities have been sold
               pursuant to the shelf registration statement or sold to the
               public pursuant to Rule 144 under the Securities Act, or any
               other similar provision then in force (but not Rule 144A); or

         -     the expiration of the holding period applicable to such
               securities held by persons that are not affiliates of Amdocs
               under Rule 144(k) under the Securities Act, or any successor
               provision.

         When we use the term "registrable securities" in this section, we are
referring to the notes and the ordinary shares issuable upon conversion of the
notes until the earliest of:

         -     the effective registration under the Securities Act and the
               resale of the securities in accordance with the registration
               statement;

         -     the expiration of the holding period with respect to the
               registrable securities under Rule 144(k) under the Securities
               Act; and

         -     the sale of the registrable securities to the public pursuant to
               Rule 144 under the Securities Act.

         We may, upon written notice to all the holders of registrable
securities, postpone having the shelf registration statement declared effective
for a reasonable period not to exceed 90 days if we in good faith reasonably
believe that we possess material non-public information, the disclosure of which
would have a material adverse effect on us and our subsidiaries taken as a
whole.

         We may suspend the use of the prospectus under certain circumstances
relating to pending corporate developments, public filings with the SEC and
similar events. Any suspension period shall not exceed:

         -     30 days in any three-month period; or

         -     an aggregate of 90 days for all periods in any 12-month period.

         Notwithstanding the foregoing, we will be permitted to suspend the use
of the prospectus for up to 60 days in any three-month period under certain
circumstances, relating to possible acquisitions, financings or other similar
transactions.

         We will pay predetermined liquidated damages on the interest payment
dates for the notes if the shelf registration statement is not timely filed or
declared effective or if the prospectus included in such registration statement
is unavailable for periods in excess of those permitted above:

                                       40
<PAGE>

         -     on the notes at an annual rate equal to 0.25% of the aggregate
               principal amount of the notes outstanding for the first 90-day
               period immediately following the failure to timely file or make
               effective a shelf registration statement or the failure to make
               the prospectus available for periods described above, and such
               rate will increase to 0.50% per annum thereafter until the
               registration statement is filed or made effective or until the
               prospectus is made available; and

         -     on the ordinary shares that have been issued upon conversion of
               the notes, at an annual rate equal to 0.25% of an amount equal to
               $1,000 divided by the conversion rate during such periods for the
               first 90-day period immediately following the failure to timely
               file or make effective a shelf registration statement or the
               failure to make the prospectus available for periods described
               above, and such rate will increase to 0.50% per annum thereafter
               until the registration statement is filed or made effective or
               until the prospectus is made available.

         In no event will liquidated damages accrue at an annual rate exceeding
0.50%.

         A holder who elects to sell registrable securities pursuant to the
shelf registration statement will be required to:

         -     be named as a selling securityholder in the related prospectus;

         -     deliver a prospectus to purchasers; and

         -     be subject to the provisions of the registration rights
               agreement, including indemnification provisions.

         Under the registration rights agreement we will:

         -     pay all customary expenses with respect to the shelf registration
               statement;

         -     provide each registered holder copies of the prospectus;

         -     notify holders when the shelf registration statement has become
               effective; and

         -     take other reasonable actions as are required to permit
               unrestricted resales of the registrable securities in accordance
               with the terms and conditions of the registration rights
               agreement.

         The plan of distribution of the shelf registration statement, of which
this prospectus is a part, permits resales of registrable securities by selling
securityholders through brokers and dealers.

         We agreed in the registration rights agreement to give notice to all
holders of the filing and effectiveness of the shelf registration statement, of
which this prospectus is a part, by issuing a press release to Reuters Economic
Services and Bloomberg Business News.

         This summary in this prospectus of provisions of the registration
rights agreement is not complete. This summary is subject to, and is qualified
in its entirety by reference to, all the provisions of the registration rights
agreement, a copy of which has previously been filed with the SEC.

RULE 144A INFORMATION REQUEST

         We will furnish to the holders or beneficial holders of the notes or
the underlying ordinary shares and prospective purchasers, upon their request,
the information required under Rule 144A(d)(4) under the Securities Act until
such time as such securities are no longer "restricted securities" within the
meaning of Rule 144 under the Securities Act, assuming these securities have not
been owned by an affiliate of ours.

INFORMATION CONCERNING THE TRUSTEE

         We have appointed The Bank of New York, the trustee under the
indenture, as paying agent, conversion agent, note registrar and custodian for
the notes. The trustee or its affiliates may provide banking and other services
to us in the ordinary course of their business.

                                       41
<PAGE>

         The indenture contains certain limitations on the rights of the
trustee, if it or any of its affiliates is then our creditor, to obtain payment
of claims in certain cases or to realize on certain property received on any
claim as security or otherwise. The trustee and its affiliates are permitted to
engage in other transactions with us. However, if the trustee or any affiliate
continues to have any conflicting interest and a default occurs with respect to
the notes, the trustee must eliminate such conflict or resign.

GOVERNING LAW

         The notes and the indenture are governed by, and construed in
accordance with, the laws of the State of New York.

                                       42
<PAGE>

                          DESCRIPTION OF SHARE CAPITAL

         The following description summarizes the most important terms of our
share capital. Because it is only a summary, it does not contain all of the
information that may be important to you. For a complete description, you should
refer to our Articles of Association.

         The share capital of Amdocs is (pound)5,750,000 divided into (i)
25,000,000 preferred shares with a par value of (pound)0.01 per share and (ii)
550,000,000 ordinary shares with a par value of (pound)0.01 per share,
consisting of 500,000,000 voting ordinary shares and 50,000,000 non-voting
ordinary shares. As of February 29, 2004, 211,438,162 ordinary shares were
outstanding (net of treasury shares) and no non-voting ordinary shares or
preferred shares were outstanding. The rights, preferences and restrictions
attaching to each class of the shares are as follows:

     PREFERRED SHARES

         -     Issue-- the preferred shares may be issued from time to time in
               one or more series of any number of shares up to the amount
               authorized.

         -     Authorization to Issue Preferred Shares -- authority is vested in
               the directors from time to time to authorize the issue of one or
               more series of preferred shares and to provide for the
               designations, powers, preferences and relative participating,
               optional or other special rights and qualifications, limitations
               or restrictions thereon.

         -     Relative Rights -- all shares of any one series of preferred
               shares must be identical with each other in all respects, except
               that shares of any one series issued at different times may
               differ as to the dates from which dividends shall be cumulative.

         -     Liquidation -- in the event of any liquidation, dissolution or
               winding-up, the holders of our preferred shares are entitled to
               preference with respect to payment and to receive payment (at the
               rate fixed in any resolution or resolutions adopted by the
               directors in such case) plus an amount equal to all dividends
               accumulated to the date of final distribution to such holders.
               The holders of preferred shares are entitled to no further
               payment other than that stated above. If upon any liquidation our
               assets are insufficient to pay in full the amount stated above,
               then such assets shall be distributed among the holders of our
               preferred shares.

         -     Voting Rights -- except as otherwise provided for by the
               directors upon the issue of any new series of preferred shares,
               the holders of shares of preferred shares have no right or power
               to vote on any question or in any proceeding or to be represented
               at, or to receive notice of, any meeting of members.

     ORDINARY SHARES AND NON-VOTING ORDINARY SHARES

         Except as otherwise provided by the Memorandum of Association and
Articles of Association, the ordinary shares and non-voting ordinary shares are
identical and entitle holders thereof to the same rights and privileges.

         -     Dividends -- when and as dividends are declared on our shares,
               the holders of voting ordinary shares and non-voting ordinary
               shares are entitled to share equally, share for share, in such
               dividends except that if dividends are declared which are payable
               in voting ordinary shares or non-voting ordinary shares,
               dividends must be declared which are payable at the same rate in
               both classes of shares.

         -     Conversion of Non-Voting Ordinary Shares into Voting Ordinary
               Shares -- upon the transfer of non-voting ordinary shares from
               the original holder thereof to any third party not affiliated
               with such original holder, non-voting ordinary shares are
               redesignated in our books as voting ordinary shares and
               automatically convert into the same number of voting ordinary
               shares.

                                       43
<PAGE>

         -     Liquidation -- upon any liquidation, dissolution or winding-up,
               any of our assets remaining after creditors and the holders of
               any preferred shares have been paid in full shall be distributed
               to the holders of voting ordinary shares and non-voting ordinary
               shares equally share for share.

         -     Voting Rights -- the holders of voting ordinary shares are
               entitled to vote on all matters to be voted on by the members,
               and the holders of non-voting ordinary shares are not entitled to
               any voting rights.

         -     Preferences -- the voting ordinary shares and non-voting ordinary
               shares are subject to all the powers, rights, privileges,
               preferences and priorities of the preferred shares as are set out
               in the Articles of Association.

                                       44
<PAGE>

             COMPARISON OF UNITED STATES AND GUERNSEY CORPORATE LAW

         The following discussion is a summary of the material differences
between United States and Guernsey corporate law relevant to an investment in
the notes and is based on the advice of Hale and Dorr LLP, with respect to the
corporate law of the United States, and Carey Olsen, with respect to the
corporate law of Guernsey. The following discussion is based upon laws and
relevant interpretations thereof in effect as of the date of this prospectus,
all of which are subject to change.

         Under the laws of many jurisdictions in the United States, controlling
shareholders generally have certain "fiduciary" responsibilities to minority
shareholders. Shareholder action by controlling shareholders must be taken in
good faith and actions by such shareholders that are obviously unreasonable may
be declared null and void. Guernsey law protecting the interests of minority
shareholders may not be as protective in all circumstances as the law protecting
minority shareholders in United States jurisdictions.

         Under Guernsey law, an individual shareholder cannot, without the
authority of the majority of the shareholders of the corporation, initiate
litigation in the corporation's name, but an individual shareholder may seek to
enforce the corporation's rights by suing in representative form on behalf of
himself and all of the other shareholders of the corporation (except the
wrongdoers where the complaint is against other shareholders) against the
wrongdoers, who may include directors. In these circumstances, the corporation
itself may be joined as a nominal defendant in order that it can be bound by the
judgment and, if an action results in any property or damages recovered, such
recovery goes not to the plaintiff, but to the corporation. Alternatively,
Guernsey law makes specific provision to enable a shareholder to apply to the
court for relief on the ground that the affairs of the corporation are being or
have been conducted in a manner that is unfairly prejudicial to the interests of
certain shareholders (including at least himself) or any actual or proposed act
or omission of the corporation is or would be so prejudicial. In such
circumstances, the court has wide discretion to make orders to regulate the
conduct of the corporation's affairs in the future, to require the corporation
to refrain from doing or continuing to do an act that the applicant has
complained it has omitted to do, to authorize civil proceedings to be brought in
the name and on behalf of the corporation and to provide for the purchase of
shares of any shareholder of the corporation by other members or by the
corporation itself.

         As in most United States jurisdictions, unless approved by a special
resolution of our shareholders, our directors do not have the power to take
certain actions, including an amendment of our Memorandum of Association or
Articles of Association or an increase or reduction in our authorized capital.
Directors of a Guernsey corporation, without shareholder approval, in certain
instances may, among other things, implement a reorganization and effect certain
mergers or consolidations, certain sales, transfers, exchanges or dispositions
of assets, property, parts of the business or securities of the corporation; or
any combination thereof, if they determine any such action is in the best
interests of the corporation, its creditors or its shareholders.

         As in most United States jurisdictions, the board of directors of a
Guernsey corporation is charged with the management of the affairs of the
corporation. In most United States jurisdictions, directors owe a fiduciary duty
to the corporation and its shareholders, including a duty of care, pursuant to
which directors must properly apprise themselves of all reasonably available
information, and a duty of loyalty, pursuant to which they must protect the
interests of the corporation and refrain from conduct that injures the
corporation or its shareholders or that deprives the corporation or its
shareholders of any profit or advantage. Under Guernsey law, directors have
comparable fiduciary duties. Many United States jurisdictions have enacted
various statutory provisions that permit the monetary liability of directors to
be eliminated or limited. Guernsey has not adopted provisions eliminating or
limiting the liabilities of directors, although Guernsey law protecting the
interests of shareholders may not be as protective in all circumstances as the
law protecting shareholders in United States jurisdictions. Under our Articles
of Association, we are obligated to indemnify any person who is made or
threatened to be made a party to a legal or administrative proceeding by virtue
of being a director, officer or agent of Amdocs, provided that

                                       45
<PAGE>

we have no obligation to indemnify any such persons for any claims they incur or
sustain by or through their own willful act or default.

                                       46
<PAGE>

             CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

         The following summary describes the anticipated material United States
federal income tax consequences of the purchase, ownership and disposition of
the notes and ordinary shares into which the notes may be converted, as of the
date hereof. The information provided below is based on the Internal Revenue
Code of 1986, as amended (the "Code"), and regulations, rulings and judicial
decisions all as in effect as of the date hereof, all of which may be repealed,
revoked or modified with possible retroactive effect. The summary applies only
to holders that purchase notes in the initial offering at their issue price and
hold the notes and ordinary shares into which the notes may be converted as
capital assets for tax purposes. The summary does not address tax considerations
that may be relevant to particular investors because of their specific
circumstances, or because they are subject to special rules. For example, this
summary does not address tax considerations applicable to investors to whom
special tax rules may apply, such as:

         -     banks or other financial institutions;

         -     entities treated as partnerships or other flow-through entities
               for United States federal income tax purposes;

         -     U.S. Holders (as defined below) whose functional currency is
               other than the United States dollar;

         -     tax-exempt entities;

         -     insurance companies;

         -     regulated investment companies;

         -     dealers in securities or currencies; or

         -     persons that will hold notes or the ordinary shares into which
               the notes may be converted as a hedge against currency risk or as
               part of a straddle, synthetic security, conversion transaction or
               other integrated investment comprised of the notes or the
               ordinary shares into which the notes may be converted (as the
               case may be) and one or more other investments.

         Finally, the summary does not describe the effect of the federal gift
or estate tax laws or the effect of any applicable foreign, state or local laws.
This discussion is for general information only and is not intended as legal or
tax advice to any particular investor. This summary does not provide a complete
analysis or listing of all potential tax considerations. Prospective holders
should consult their tax advisors as to the particular tax consequences to them
of purchasing, holding or disposing of the notes and the ordinary shares into
which the notes may be converted.

         For purposes of this discussion, the term "U.S. Holder" means a
beneficial owner of a note or our ordinary shares acquired upon conversion of a
note that is, for United States federal income tax purposes, (i) a citizen or
resident of the United States, (ii) a corporation or other entity subject to tax
as a corporation for United States federal income tax purposes that is created
or organized in or under the laws of the United States or any political
subdivision thereof, (iii) an estate the income of which is subject to United
States federal income taxation regardless of source, or (iv) a trust if a court
within the United States is able to exercise primary supervision over its
administration and one or more United States persons have authority to control
all of its substantial decisions. A "Non-U.S. Holder" is any beneficial owner of
a note or our ordinary shares acquired upon conversion of a note that is not a
U.S. Holder. If a partnership or other flow-through entity is a beneficial owner
of a note or ordinary shares, the tax treatment of the partner will depend upon
the status of the partner or other owner and the activities of the partnership
or other entity.

                                       47
<PAGE>

TAX CONSEQUENCES TO U.S. HOLDERS

     INTEREST

         U.S. Holders will be required to recognize as ordinary income any
interest paid or accrued on the notes at the time that such payments are accrued
or received, in accordance with their regular method of accounting. In general,
if the terms of a debt instrument entitle a holder to receive payments, other
than fixed periodic interest and certain de minimis payments, that exceed the
issue price of the instrument, the holder may be required to recognize the
additional amounts as "original issue discount" over the term of the instrument.
We believe that the notes will not be issued with original issue discount for
U.S. federal income tax purposes.

         We may make payments of liquidated damages or certain other contingent
payments to holders of the notes:

         -     if we do not file, or cause to be declared effective, or keep
               effective, a registration statement, or if the prospectus
               included in such registration statement is unavailable for
               specified periods, as described under "Description of Notes --
               Registration Rights";

         -     if Guernsey imposes an obligation to withhold or deduct certain
               amounts from the payments in respect of the notes, as described
               under "Description of Notes -- Additional Tax Amounts"; and

         -     if we choose to pay the repurchase price of the notes in ordinary
               shares or a combination of cash and ordinary shares, as described
               under "Description of Notes--Repurchase at Option of the Holder".

         We believe that there is only a remote possibility that we will make
any of these payments, and therefore we do not intend to treat the notes as
subject to the special rules governing certain "contingent payment" debt
instruments (which, if applicable, would affect the timing, amount and character
of income with respect to a note). Our determination in this regard, while not
binding on the U.S. Internal Revenue Service, or the IRS, is binding on holders
unless they disclose their contrary position to the IRS. If, contrary to
expectations, we make any of the payments described above, U.S. Holders may be
required to recognize additional interest income.

     CONVERSION OF NOTES INTO ORDINARY SHARES

         A U.S. Holder will not recognize gain or loss upon conversion of the
notes solely into our ordinary shares, except with respect to cash received in
lieu of a fractional share. The U.S. Holder's basis in the ordinary shares
received on conversion will be the same as the U.S. Holder's adjusted tax basis
in the notes at the time of conversion (reduced by any basis allocable to any
fractional share interest). The holding period for the ordinary shares received
on conversion will generally include the holding period of the notes that were
converted.

         Cash received in lieu of a fractional share upon conversion will
generally be treated as a payment in exchange for such fractional share.
Accordingly, the receipt of cash in lieu of a fractional share will generally
result in capital gain or loss (measured by the difference between the cash
received for the fractional share and the holder's adjusted tax basis in the
fractional share).

     ADJUSTMENT TO CONVERSION RATE

         The conversion rate of the notes will be adjusted if we distribute cash
with respect to shares of our ordinary shares and in certain other
circumstances. See "Description of Notes - Conversion of Notes." Under section
305(c) of the Code and the applicable Treasury regulations, an increase in the
conversion rate as a result of a taxable distribution to our ordinary
shareholders will generally result in a deemed distribution to you. Other
adjustments in the conversion rate (or failures to make such adjustments) that
have the effect of increasing your proportionate interest in our assets or
earnings may have the same result. Any deemed distribution to you will be
subject to tax as a dividend to the extent of

                                       48
<PAGE>

our current or accumulated earnings and profits. In such a case, U.S. Holders
will recognize dividend income as a result of an event pursuant to which they
receive no cash or other property that could be used to pay the related tax. See
"--Dividends" below. Such deemed dividend income may not qualify for
preferential U.S. income tax rates generally afforded to dividend income under
recently enacted legislation. Holders of notes are advised to consult with their
tax advisors with respect to the potential tax consequences of such constructive
distributions.

     SALE, EXCHANGE, REDEMPTION OR OTHER TAXABLE DISPOSITION OF NOTES

         A U.S. Holder will generally recognize capital gain or loss upon the
sale, exchange, redemption or other taxable disposition of the notes in an
amount equal to the difference between (i) the amount of cash proceeds and the
fair market value of any property received (except to the extent such amount is
attributable to accrued interest income not previously included in income, which
is subject to tax as ordinary income) and (ii) such U.S. Holder's adjusted tax
basis in the note. A U.S. Holder's adjusted tax basis in a note will generally
equal the cost of the note to such holder. Such capital gain or loss will be
long-term capital gain or loss if the notes were held for more than one year.
The deductibility of capital losses is subject to certain limitations. If we
repurchase the notes in exchange for our ordinary shares in certain
circumstances at the option of the holder, such a repurchase generally will be
treated in the same manner as a conversion to the extent of the portion of the
notes exchanged for our ordinary shares. See "--Conversion of Notes into
Ordinary Shares."

     DIVIDENDS

         Dividends paid on our ordinary shares will generally be includable in
the income of a U.S. Holder as ordinary income to the extent of our current or
accumulated earnings and profits, with any excess treated first as a return of
capital to the extent of the U.S. Holder's basis in the ordinary shares, which
will not be subject to tax, and thereafter as capital gain. Pursuant to recently
enacted legislation, dividends on our ordinary shares paid to certain U.S.
Holders (including individuals) may qualify for preferential U.S. federal income
tax rates (a maximum rate of 15%) if we constitute a "qualified foreign
corporation" and certain other conditions are satisfied. We believe that we
constitute a "qualified foreign corporation."

     SALE, EXCHANGE OR OTHER TAXABLE DISPOSITION OF ORDINARY SHARES

         Upon the sale, exchange, or other taxable disposition of our ordinary
shares, a U.S. Holder will generally recognize capital gain or loss equal to the
difference between (i) the amount of cash and the fair market value of any
property received upon the sale or exchange and (ii) such holder's adjusted tax
basis in the ordinary shares. Such capital gain or loss will be long-term
capital gain or loss if the U.S. Holder's holding period of the ordinary shares
is more than one year at the time of the sale or exchange. The deductibility of
capital losses is subject to certain limitations.

     PASSIVE FOREIGN INVESTMENT COMPANY CONSIDERATIONS

         If, during any taxable year, 75% or more of our gross income consists
of certain types of passive income, or the average value during a taxable year
of passive assets (generally assets that generate passive income) is 50% more of
the average value of all of our assets, we will be treated as a "passive foreign
investment company" under U.S. federal income tax law for such year and
succeeding years. If we are treated as a passive foreign investment company, a
U.S. Holder may be subject to increased tax liability upon the sale of our
ordinary shares or upon the receipt of certain distributions, unless such U.S.
Holder makes an election to mark our ordinary shares to market annually.

         Based on an analysis of our financial position, we believe that we have
not been a passive foreign investment company for U.S. federal income tax
purposes for any preceding taxable year and expect that we will not become a
passive foreign investment company during the current taxable year. However,
because the tests for determining passive foreign investment company status are
applied as of the end of each taxable year and are dependent upon a number of
factors, some of which are beyond our control, including the value of our
assets, based on the market price of our ordinary shares, and the amount and

                                       49
<PAGE>

type of our gross income, we cannot assure you that we will not become a passive
foreign investment company in the future or that the IRS will agree with our
conclusion regarding our current passive foreign investment company status. We
intend to use reasonable efforts to avoid becoming a passive foreign investment
company.

         Rules relating to a passive foreign investment company are very
complex. U.S. Holders should consult their own tax advisors regarding the U.S.
federal income tax considerations discussed above and the applicability of
passive foreign investment company rules to their investments in our ordinary
shares.

SPECIAL TAX RULES APPLICABLE TO NON-U.S. HOLDERS

         Payments (or deemed payments attributable to adjustments in the
conversion rate) on the notes or the ordinary shares to a Non-U.S. Holder, or
gain realized on the sale, exchange or redemption of the notes or the ordinary
shares by a Non-U.S. Holder, will not be subject to U.S. federal income or
withholding tax, as the case may be, unless such income is effectively connected
with a trade or business conducted by such Non-U.S. Holder in the United States,
or, in the case of gain, such Non-U.S. Holder is a nonresident alien individual
who holds the notes or ordinary shares, as the case may be, as a capital asset
and who is present in the United States more than 182 days in the taxable year
of the sale and certain other conditions are met.

         U.S. trade or business income of a Non-U.S. Holder will generally be
subject to regular United States federal income tax in the same manner as if it
were realized by a U.S. Holder. Non-U.S. Holders that realize U.S. trade or
business income with respect to the notes or ordinary shares should consult
their tax advisors as to the treatment of such income or gain.

BACKUP WITHHOLDING AND INFORMATION REPORTING

     U.S. HOLDERS

         Payments of interest or dividends made by us on, or the proceeds of the
sale or other disposition of, the notes or ordinary shares may be subject to
information reporting and United States federal backup withholding tax at the
rate of 28% if the U.S. Holder who receives such payments fails to supply an
accurate taxpayer identification number or otherwise fails to comply with
applicable United States information reporting or certification requirements.
Any amount withheld from a payment to a U.S. Holder under the backup withholding
rules is allowable as a credit against the holder's United States federal income
tax, provided that the required information is furnished to the IRS.

     NON-U.S. HOLDERS.

         A Non-U.S. Holder may be required to comply with certification
procedures to establish that the holder is not a U.S. person in order to avoid
backup withholding tax and information reporting requirements.

         THE PRECEDING DISCUSSION OF CERTAIN U.S. FEDERAL INCOME TAX
CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE.
ACCORDINGLY, EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS TAX ADVISOR AS TO THE
PARTICULAR U.S. FEDERAL, STATE, AND LOCAL TAX CONSEQUENCES OF PURCHASING,
HOLDING AND DISPOSING OF THE NOTES AND OUR ORDINARY SHARES. TAX ADVISORS SHOULD
ALSO BE CONSULTED AS TO THE U.S. ESTATE AND GIFT TAX CONSEQUENCES AND THE
FOREIGN TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF THE NOTES AND
OUR ORDINARY SHARES, AS WELL AS THE CONSEQUENCES OF ANY PROPOSED CHANGE IN
APPLICABLE LAWS.

                                       50
<PAGE>

                       CERTAIN GUERNSEY TAX CONSIDERATIONS

         Under the laws of Guernsey, as currently in effect, a holder of the
notes (and, upon conversion, a holder of ordinary shares) who is not a resident
of Guernsey and who does not carry on business in Guernsey through a permanent
establishment situated there, would be exempt from Guernsey income tax on
interest and dividends paid with respect to such notes and such ordinary shares,
respectively, and would not be liable for Guernsey income tax on gains realized
upon the sale or other disposition of such notes and such ordinary shares. In
addition, Guernsey would not impose a withholding tax on interest and dividends
paid by us to the holders of such notes and such ordinary shares.

         There are no capital gains, gift or inheritance taxes levied by
Guernsey, and the notes and ordinary shares generally would not be subject to
any transfer taxes, stamp duties or similar charges on issuance or transfer.

EUROPEAN UNION SAVINGS TAX DIRECTIVE

         The European Union adopted a directive regarding taxation of savings
income on June 3, 2003. It is proposed that, subject to a number of important
conditions being met, each EU member state will, from January 1, 2005, be
required to provide to the tax authorities of another EU member state details of
payments of interest (or other similar income) paid by a person within its
jurisdiction to or for the benefit of an individual resident in that other EU
member state; however, Austria, Belgium and Luxembourg will instead apply a
withholding tax system for a transitional period in relation to such payments.

         Although Guernsey is not subject to the EU savings tax directive, the
Advisory and Finance Committee of Guernsey has announced that, in keeping with
Guernsey's policy of constructive international engagement, Guernsey proposes to
introduce a withholding tax system in respect of payments of interest, or other
similar income, made to an individual beneficial owner resident in an EU member
state by an issuer or paying agent situated in Guernsey. The withholding tax
system would apply for a transitional period prior to the implementation of a
system of automatic exchange of information regarding such payments. During this
transitional period, such an individual beneficial owner resident in an EU
member state will be entitled to request an issuer or paying agent situated in
Guernsey not to withhold tax from such payments but instead to apply a system by
which the details of such payments are communicated to the tax authorities of
the EU member state in which the beneficial owner is resident.

         As indicated above under "Description of Notes--Additional Tax
Amounts," we will not make any additional payments to holders to compensate them
for any tax that is required to be withheld as a result of these proposals.

                                       51
<PAGE>

                             SELLING SECURITYHOLDERS

         We originally issued the notes on March 5, 2004 to Morgan Stanley & Co.
Incorporated, Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, whom we refer to as the initial purchasers of the notes. The
initial purchasers advised us that the notes were resold by them in transactions
exempt from the registration requirements of the Securities Act to persons
reasonably believed by the initial purchasers to be "qualified institutional
buyers," as defined in Rule 144A of the Securities Act. These subsequent
purchasers, listed below as selling securityholders, or their transferees,
pledgees or donees or their successors, may from time to time offer and sell any
or all the notes and ordinary shares issuable upon conversion of the notes
pursuant to this prospectus.

         The selling securityholders have represented to us that they purchased
the notes and the ordinary shares issuable upon conversion of the notes for
their own account for investment only and not with a view toward selling or
distributing them, except through sales registered under the Securities Act or
exemptions therefrom. We agreed with the initial purchasers to file this
registration statement to register the resale of the notes and the sale of the
ordinary shares issuable upon conversion of the notes. We agreed to prepare and
file all necessary amendments and supplements to the registration statement to
keep it effective until the date on which the notes and the ordinary shares
issuable upon conversion of the notes no longer qualify as "registrable
securities" under our registration rights agreement.

         The following table sets forth, to our knowledge, certain information
regarding the selling securityholders based upon information provided by or on
behalf of the selling securityholders in a questionnaire and is as of the date
specified by the securityholders in those questionnaires. The percentages set
forth below are based on 211,438,162 of our ordinary shares outstanding as of
February 29, 2004.

         The selling securityholders may offer all, some or none of the notes or
ordinary shares issuable upon conversion of the notes. Thus, we cannot estimate
the amount of the notes or the ordinary shares issuable upon conversion of the
notes that will be held by the selling securityholders upon termination of any
sales. The column showing ownership after completion of the offering assumes
that the selling securityholders will sell all of the securities offered by this
prospectus. In addition, the selling securityholders identified below may have
sold, transferred or otherwise disposed of all or a portion of their notes since
the date on which they provided the information about their notes in
transactions exempt from the registration requirements of the Securities Act.

         The information contained under the column "Ordinary Shares
Beneficially Owned Upon Conversion of the Notes" represents ordinary shares
issuable upon conversion of the principal amount of notes listed and assumes
conversion of the full amount of the notes at the initial conversion rate of
23.1911 shares per each $1,000 principal of the notes. However, the maximum
conversion rate is subject to adjustment as described under "Description of
Notes - Conversion of Notes - Conversion Rate Adjustments." As a result, the
amount of ordinary shares issuable upon conversion of the notes may increase or
decrease in the future.

         Except as indicated below, none of the selling securityholders has had
any material relationship with us or our affiliates within the past three years.
This table assumes that other holders of notes or any future transferees from
any such holder do not beneficially own any ordinary shares other than ordinary
shares issuable upon conversion of the notes.

                                       52
<PAGE>

<TABLE>
<CAPTION>
                                                                           ORDINARY SHARES                        ORDINARY SHARES
                                                         PRINCIPAL        BENEFICIALLY OWNED       PRINCIPAL        BENEFICIALLY
                                                      AMOUNT OF NOTES       UPON CONVERSION     AMOUNT OF NOTES        OWNED
                                                        BENEFICIALLY         OF THE NOTES         BENEFICIALLY     AFTER OFFERING
                                                       OWNED THAT MAY   ----------------------    OWNED AFTER    ------------------
          NAME OF SELLING SECURITYHOLDER                BE SOLD ($)       NUMBER    PERCENTAGE     OFFERING      NUMBER  PERCENTAGE
- ---------------------------------------------------   ---------------   ----------  ----------  ---------------  ------  ----------
<S>                                                   <C>               <C>         <C>         <C>              <C>     <C>
Acuity Master Fund, Ltd............................       3,600,000         83,487        *            0            0         *
     ACUITY Capital Management LLC
     4 Greenwich Office Park, 3rd Floor
     Greenwich, CT 06831 USA

Aviva Life Insurance Co...........................          250,000          5,797        *            0            0         *
     Aviva Life Insurance Co
     Morley Fund Management
     No. 1 Poultry
     London EC2R 8EJ

Aviva Life Insurance Co...........................        2,750,000         63,775        *            0            0         *
     Aviva Life Insurance Co
     Morley Fund Management
     No. 1 Poultry
     London EC2R 8EJ

Bear, Stearns & Co. Inc............................      10,000,000        231,911        *            0            0         *
     Bear, Stearns & Co. Inc.
     383 Madison Avenue
     23rd Floor, Global Fund
     New York, NY 10179 USA

Black Diamond Convertible Offshore LDC............        1,221,000         28,316        *            0            0         *
     UBS Fund Services [Cayman] Limited
     P.O. Box 852
     UBS House, 75 Fort Street
     George Town, Grand Cayman
     Cayman Islands BWI

Black Diamond Offshore Ltd........................          763,000         17,694        *            0            0         *
     UBS Fund Services [Cayman] Limited
     P.O. Box 852
     UBS House, 75 Fort Street
     George Town, Grand Cayman
     Cayman Islands BWI

Cheyne Fund L.P. ..................................       1,425,000         33,047        *            0            0         *
     Cheyne Capital Management Ltd.
     13 Park Place
     London SW1A 1LP

Cheyne Leveraged Fund L.P. ........................       1,075,000         24,930        *            0            0         *
     Cheyne Capital Management Ltd.
     13 Park Place
     London SW1A 1LP

Citadel Credit Trading Ltd.........................       5,850,000         135,667       *            0            0         *
     Citadel Investment Group, L.L.C
     131 South Dearborn, 27th Floor
     Chicago, IL 60603 USA

Citadel Equity Fund Ltd.............................     33,150,000         768,783       *            0            0         *
     Citadel Investment Group, L.L.C
     131 South Dearborn, 27th Floor
     Chicago, IL 60603 USA

DKR SoundShore Strategic Holding Fund Ltd..........      15,500,000        359,462        *            0            0         *
     DKR Capital Partners LP
     1281 East Main Street
     Stamford, CT 06902 USA

Double Black Diamond Offshore LDC..................       3,888,000         90,166        *            0            0         *
     UBS Fund Services [Cayman] Limited
     P.O. Box 852
     UBS House, 75 Fort Street
     George Town, Grand Cayman
     Cayman Islands BWI

Maystone Continuum Master Fund, Ltd................         250,000          5,797        *            0            0         *
     Maystone Partners, LLC
     20 East Elm Street
     Greenwich, CT 06830 USA

MLQA Convertible Securities Arbitrage Ltd..........       7,500,000        173,933        *            0            0         *
     Merrill Lynch Investment Managers
     800 Scudders Mill Road, 2D Trading
     Plainsboro, NJ 08536 USA

Nomura Securities Int'l Inc........................      25,000,000        579,777        *            0            0         *
     Nomura Securities International Inc.
     2 World Financial Center, 18th Floor
     New York, NY 10281 USA

Teachers Insurance and Annuity Association of
America............................................       6,000,000        139,146        *            0            0         *
     TIAA-CREF
     730 Third Avenue
     New York, NY 10017 USA

Thrivent Financial For Lutherans...................       1,000,000         23,191        *            0            0         *
     Thrivent Financial for Lutherans
     625 Fourth Avenue South
     Minneapolis, MN 55415 USA

Triborough Partners International LTD..............       4,170,000         96,706        *            0            0         *
     Paul Berkman & Company, LLC
     225 West 34th Street, Suite 1006
     New York, NY 10122 USA

Triborough Partners LLC............................       1,830,000         42,439        *            0            0         *
     Paul Berkman & Company, LLC
     225 West 34th Street, Suite 1006
     New York, NY 10122 USA

White River Securities L.L.C.......................      10,000,000        231,911        *            0            0         *
     Bear, Stearns & Co. Inc.
     383 Madison Avenue
     23rd Floor, Global Fund
     New York, NY 10179 USA

Worldwide Transactions Ltd.........................         128,000          2,968        *            0            0         *
     Worldwide Transactions Ltd.
     Washington Mall-Phase I
     Church Street, 3rd Floor
     Hamilton HM 11  Bermuda

Any other holder of notes or future transferee,
    pledge, donee or successor of any holder(1)....     314,650,000      7,297,092     3.45            0            0         *
                                                       ------------     ----------     ----            -            -         -
TOTAL..............................................    $450,000,000     10,435,995     4.94%           0            0         *
</TABLE>

                                       53
<PAGE>

- ------------------------
     *    Less than one percent.

     (1)  Information about other selling securityholders will be set forth in
          an amendment to the registration statement of which this prospectus is
          a part or in prospectus amendments or supplements, as required.

                                       54
<PAGE>

                              PLAN OF DISTRIBUTION

         We will not receive any of the proceeds from the sale of the notes and
the ordinary shares issuable upon conversion of the notes offered by this
prospectus. The selling securityholders may offer and sell the notes and
ordinary shares covered by this prospectus from time to time. The term "selling
securityholders" includes donees, pledgees, transferees or other
successors-in-interest selling notes and ordinary shares issuable upon
conversion of the notes received after the date of this prospectus from a
selling securityholder as a gift, pledge, partnership distribution or other
transfer. The selling securityholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale. If the notes
and the ordinary shares issuable upon conversion of the notes are sold through
underwriters, broker-dealers or agents, the selling securityholders will be
responsible for underwriting discounts or commissions or agent's commissions.
Such notes and shares may be sold in one or more transactions at fixed prices,
at prevailing market prices at the time of sale, at varying prices determined at
the time or at negotiated prices. Such sales may be effected in one or more
transactions, which may involve block transactions:

         -     on any national securities exchange or quotation service on which
               the notes and shares may be listed or quoted at the time of sale;

         -     in the over-the-counter market; or

         -     in transactions otherwise than on such exchanges or services or
               in the over-the-counter market.

         In addition, the selling securityholders may sell ordinary shares
issuable upon conversion of the notes by one or more of, or a combination of,
the following methods:

         -     purchases by a broker-dealer as principal and resale by such
               broker-dealer for its own account pursuant to this prospectus;

         -     ordinary brokerage transactions and transactions in which the
               broker solicits purchasers;

         -     block trades in which the broker-dealer so engaged will attempt
               to sell the shares as agent but may position and resell a portion
               of the block as principal to facilitate the transaction;

         -     in privately negotiated transactions; and

         -     in options transactions.

         In addition, the selling securityholders may sell any shares that
qualify for sale under Rule 144 rather than pursuant to this prospectus.

         To the extent required, this prospectus may be amended or supplemented
from time to time to describe a specific plan of distribution. In connection
with distributions of the notes and the ordinary shares issuable upon conversion
of the notes, the selling securityholders may pledge the notes and the ordinary
shares issuable upon conversion of the notes to a broker-dealer or other
financial institution, and, upon a default, such broker-dealer or other
financial institution, may effect sales of the pledged notes and the ordinary
shares issuable upon conversion of the notes pursuant to this prospectus, as
supplemented or amended to reflect such transaction. The selling securityholders
may also loan the notes and the ordinary shares issuable upon conversion of the
notes to a broker-dealer that in turn may sell the securities.

         In effecting sales, broker-dealers or agents engaged by the selling
securityholders may arrange for other broker-dealers to participate.
Broker-dealers or agents may receive commissions, discounts or concessions from
the selling securityholders in customary or specifically negotiated amounts.

         In offering the notes and ordinary shares issuable upon conversion of
the notes covered by this prospectus, the selling securityholders and any
broker-dealers who execute sales for the selling securityholders may be treated
as "underwriters" within the meaning of the Securities Act in connection

                                       55
<PAGE>

with such sales. Any profits realized by the selling securityholders and the
compensation of any broker-dealer may be treated as underwriting discounts and
commissions.

         Our ordinary shares are listed on the New York Stock Exchange.

         In order to comply with the securities laws of some states, if
applicable, the selling securityholders may be required to sell their notes and
ordinary shares issuable upon conversion of the notes in such jurisdictions only
through registered or licensed brokers or dealers. In addition, some states may
restrict the selling securityholders from selling notes and ordinary shares
issuable upon conversion of the notes unless the securities have been registered
or qualified for sale in the applicable state or an exemption from the
registration or qualification requirement is available and is complied with.

         We have advised the selling securityholders that the anti-manipulation
rules of Regulation M under the Exchange Act may apply to sales of notes and
ordinary shares issuable upon conversion of the notes in the market and to the
activities of the selling securityholders and their affiliates. In addition, we
will make copies of this prospectus, as it may be supplemented or amended from
time to time, available to the selling securityholders for the purpose of
satisfying the prospectus delivery requirements of the Securities Act, which may
include delivery through the facilities of the New York Stock Exchange pursuant
to Rule 153 under the Securities Act with respect to our ordinary shares. The
selling securityholders may indemnify any broker-dealer that participates in
transactions involving the sale of the notes and ordinary shares issuable upon
conversion of the notes against certain liabilities, including liabilities
arising under the Securities Act.

         At the time a particular offer of notes and ordinary shares issuable
upon conversion of the notes is made, if required, we will distribute a
prospectus supplement that will set forth the number of notes and ordinary
shares issuable upon conversion of the notes being offered and the terms of the
offering, including the name of any underwriter, dealer or agent, the purchase
price paid by any underwriter, any discount, commission and other item
constituting compensation, any discount, commission or concession allowed or
reallowed or paid to any dealer, and the proposed selling price to the public.
In addition, to the extent required, we may amend or supplement this prospectus
from time to time to describe a particular plan of distribution.

         We have agreed to indemnify the selling securityholders against certain
liabilities, including certain liabilities under the Securities Act.

         We have agreed with the selling securityholders to keep the
registration statement of which this prospectus constitutes a part effective
until the earlier of (1) the date there are no longer any registrable securities
and (2) the date on which all of the securities being offered hereby held by
persons that are not our affiliates can be sold under Rule 144(k) under the
Securities Act, whichever occurs first.

                                       56
<PAGE>

                                  LEGAL MATTERS

         The validity of the ordinary shares offered hereby will be passed upon
for us by Carey Olsen, Island of Guernsey. Certain legal matters in connection
with the offering will be passed upon for us by Hale and Dorr LLP, New York, New
York.

                                     EXPERTS

         The consolidated financial statements and schedule of Amdocs Limited
appearing in Amdocs Limited's Annual Report (Form 20-F) for the year ended
September 30, 2003, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and incorporated
herein by reference. Such consolidated financial statements and schedule are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.

         Deloitte & Touche, LLP, independent auditors, have audited the
Financial Statements of Certen Inc. as set forth in their report included in our
Annual Report on Form 20-F for the year ended September 30, 2003, which is
incorporated by reference herein. The Financial Statements of Certen are
incorporated by reference in reliance on Deloitte & Touche, LLP's report, given
on their authority as experts in accounting and auditing.

                       ENFORCEABILITY OF CIVIL LIABILITIES

         We are incorporated under the laws of the Island of Guernsey. Several
of our directors and officers are not residents of the United States, and a
significant portion of our assets and the assets of those persons are located
outside the United States. As a result, it may not be possible for investors to
effect service of process within the United States upon those persons or to
enforce against them in U.S. courts judgments predicated upon the civil
liability provisions of the laws of the United States, including the federal
securities laws.

         We have been advised by Carey Olsen, our Guernsey counsel, that there
is doubt as to the enforceability against our directors and officers in
Guernsey, whether in original actions in a Guernsey court or in actions in a
Guernsey court for the enforcement of judgments of a U.S. court, of civil
liabilities predicated solely upon the laws of the United States, including the
federal securities laws. However, subject to certain time limitations, Guernsey
courts may base original actions in Guernsey on foreign final executory
judgments, including those of the United States, for liquidated amounts in civil
matters, obtained after completion of due process before a court of competent
jurisdiction (according to the rules of private international law currently
prevailing in Guernsey) which recognizes and enforces similar Guernsey
judgments, provided that:

         -     adequate service of process has been effected and the defendant
               has had a reasonable opportunity to be heard;

         -     such judgments or the enforcement thereof are not contrary to the
               law, public policy, security or sovereignty of Guernsey;

         -     such judgments were not obtained by fraudulent means and do not
               conflict with any other valid judgment in the same matter between
               the same parties; and

         -     an action between the same parties in the same matter is not
               pending in any Guernsey court at the time the lawsuit is
               instituted in the foreign court.

                                       57
<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 8. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Guernsey law permits a company's articles of association to provide for
the indemnification of officers and directors except to the extent that such a
provision may be held by the courts of Guernsey to be contrary to public policy
(for instance, for purporting to provide indemnification against the
consequences of committing a crime) and except to the extent that Guernsey law
prohibits the indemnification of any director against any specific provisions of
Guernsey Company law under which personal liability may be imposed or incurred.

         Under our Articles of Association, we are obligated to indemnify any
person who is made or threatened to be made a party to a legal or administrative
proceeding by virtue of being a director, officer or agent of Amdocs, provided
that we have no such obligation to indemnify any such persons for any claims
they incur or sustain by or through their own willful act or default.

         We have entered into an indemnity agreement with our directors and some
of our officers, under which we have agreed to pay the indemnified party the
amount of Loss (as defined therein) suffered by that party due to claims made
against that party for a Wrongful Act (as defined therein).

ITEM 9. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                    DESCRIPTION
- ------                                    -----------
<S>            <C>
  4.1          Memorandum and Articles of Association of Amdocs Limited
               (incorporated by reference to Exhibits 3.1 and 3.2 to Amdocs'
               Registration Statement on Form F-1 dated June 19, 1998;
               Registration No. 333-8826)

  4.2          Specimen Certificate for the ordinary shares of Amdocs Limited
               (incorporated by reference to Exhibit 4.1 to Amdocs' Registration
               Statement on Form F-1 dated June 19, 1998; Registration No.
               333-8826)

  4.3          Indenture, dated March 5, 2004, between Amdocs Limited and The
               Bank of New York, as trustee, for 0.50% Convertible Senior Notes
               due 2024 (incorporated by reference to Exhibit 99.1 to Amdocs'
               Report on Form 6-K, filed March 5, 2004)

  4.4          Registration Rights Agreement, dated March 5, 2004, among Amdocs
               Limited and Morgan Stanley & Co. Incorporated, Goldman, Sachs &
               Co. and Merrill Lynch, Pierce Fenner & Smith Incorporated
               (incorporated by reference to Exhibit 99.2 to Amdocs' Report on
               Form 6-K, filed March 5, 2004)

  5.1          Opinion of Carey Olsen.

 23.1          Consent of Ernst & Young LLP.

 23.2          Consent of Deloitte & Touche, LLP.

 23.3          Consent of Carey Olsen (included in Exhibit 5.1).

 24.1          Power of Attorney (See page II-4 of this Registration Statement).

 99.1          Share Purchase Agreement dated as of May 28, 2003 between Amdocs
               Holdings ULC and Bell Canada (confidential material has been
               redacted and complete exhibits have been separately filed with
               the Securities and Exchange Commission).

 99.2          Software Master Agreement between Amdocs Software Systems Limited
               and SBC Services, Inc., effective December __, 2003 (confidential
               material has been redacted and complete exhibits have been
               separately filed with the Securities and Exchange Commission).

 99.3          Agreement between Amdocs Inc. and SBC Services, Inc. for Software
               and Professional Services, effective August 7, 2003 (confidential
               material has been redacted and complete exhibits have been
               separately filed with the Securities and Exchange Commission).
</TABLE>

                                       58
<PAGE>

ITEM 10. UNDERTAKINGS.

         Item 512(a) of Regulation S-K. The undersigned Registrant hereby
undertakes:

         (1)   To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement:

                           (i)      To include any prospectus required by
                  Section 10(a)(3) of the Securities Act of 1933, as amended
                  (the "Securities Act");

                           (ii)     To reflect in the prospectus any facts or
                  events arising after the effective date of this Registration
                  Statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in this
                  Registration Statement. Notwithstanding the foregoing, any
                  increase or decrease in the volume of securities offered (if
                  the total dollar value of securities offered would not exceed
                  that which was registered) and any deviation from the low or
                  high end of the estimated maximum offering range may be
                  reflected in the form of prospectus filed with the Commission
                  pursuant to Rule 424(b) if, in the aggregate, the changes in
                  volume and price represent no more than 20 percent change in
                  the maximum aggregate offering price set forth in the
                  "Calculation of Registration Fee" table in the effective
                  Registration Statement; and

                           (iii)    To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in this Registration Statement or any material change to such
                  information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are
incorporated by reference in this Registration Statement.

         (2)   That, for the purposes of determining any liability under the
               Securities Act, each post-effective amendment shall be deemed to
               be a new registration statement relating to the securities
               offered therein, and the offering of such securities at the time
               shall be deemed to be the initial bona fide offering thereof.

         (3)   To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

         Item 512(b) of Regulation S-K. The Registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Item 512(h) of Regulation S-K. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the
indemnification provisions described herein, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as

                                       59
<PAGE>

expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                       60
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, State of New York, on this 8th day of
April, 2004.

                                     AMDOCS LIMITED

                                     By:  /s/ Bruce K. Anderson
                                         --------------------------------------
                                          Bruce K. Anderson
                                          President and Chairman of the Board

                        POWER OF ATTORNEY AND SIGNATURES

         We, the undersigned officers and directors of Amdocs Limited, hereby
severally constitute Bruce K. Anderson, Robert A. Minicucci and Thomas G.
O'Brien, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form F-3 filed
herewith and any and all subsequent amendments to said Registration Statement,
and generally to do all such things in our names and behalf in our capacities as
officers and directors to enable Amdocs Limited to comply with all requirements
of the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>
            Signature                                   Title                               Date
            ---------                                   -----                               ----
<S>                                      <C>                                           <C>
/s/ Bruce K. Anderson                    President and Chairman of the Board           April 8, 2004
- ---------------------------------        (Principal Executive Officer)
Bruce K. Anderson

/s/ Robert A. Minicucci                  Vice President and Director                   April 8, 2004
- ---------------------------------        (Principal Financial Officer)
Robert A. Minicucci

/s/ Avinoam Naor                         Director                                      April 8, 2004
- ---------------------------------
Avinoam Naor
</TABLE>

                                       61
<PAGE>

<TABLE>
<S>                                      <C>                                           <C>
/s/ Adrian Gardner                       Director                                      April 8, 2004
- ---------------------------------
Adrian Gardner

/s/ Dov Baharav                          Director                                      April 8, 2004
- ---------------------------------
Dov Baharav

/s/ Julian A. Brodsky                    Director                                      April 8, 2004
- ---------------------------------
Julian A. Brodsky

/s/ Charles E. Foster                    Director                                      April 8, 2004
- ---------------------------------
Charles E. Foster

/s/ Eli Gelman                           Director                                      April 8, 2004
- ---------------------------------
Eli Gelman

/s/ James S. Kahan                       Director                                      April 8, 2004
- ---------------------------------
James S. Kahan

/s/ Nehmeia Lemelbaum                    Director                                      April 8, 2004
- ---------------------------------
Nehmeia Lemelbaum

/s/ John T. McLennan                     Director                                      April 8, 2004
- ---------------------------------
John T. McLennan

/s/ Mario Segal                          Director                                      April 8, 2004
- ---------------------------------
Mario Segal

/s/ Thomas G. O'Brien                    Amdocs Limited's Authorized                   April 8, 2004
- ---------------------------------        Representative in the United States
Thomas G. O'Brien
</TABLE>

                                       62
<PAGE>

                                  Exhibit Index

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                    DESCRIPTION
- ------                                    -----------
<S>            <C>
  4.1          Memorandum and Articles of Association of Amdocs Limited
               (incorporated by reference to Exhibits 3.1 and 3.2 to Amdocs'
               Registration Statement on Form F-1 dated June 19, 1998;
               Registration No. 333-8826)

  4.2          Specimen Certificate for the ordinary shares of Amdocs Limited
               (incorporated by reference to Exhibit 4.1 to Amdocs' Registration
               Statement on Form F-1 dated June 19, 1998; Registration No.
               333-8826)

  4.3          Indenture, dated March 5, 2004, between Amdocs Limited and The
               Bank of New York, as trustee, for 0.50% Convertible Senior Notes
               due 2024 (incorporated by reference to Exhibit 99.1 to Amdocs'
               Report on Form 6-K, filed March 5, 2004)

  4.4          Registration Rights Agreement, dated March 5, 2004, among Amdocs
               Limited and Morgan Stanley & Co. Incorporated, Goldman, Sachs &
               Co. and Merrill Lynch, Pierce Fenner & Smith Incorporated
               (incorporated by reference to Exhibit 99.2 to Amdocs' Report on
               Form 6-K, filed March 5, 2004)

  5.1          Opinion of Carey Olsen.

 23.1          Consent of Ernst & Young LLP.

 23.2          Consent of Deloitte & Touche, LLP.

 23.3          Consent of Carey Olsen (included in Exhibit 5.1).

 24.1          Power of Attorney (See page II-4 of this Registration Statement).

 99.1          Share Purchase Agreement dated as of May 28, 2003 between Amdocs
               Holdings ULC and Bell Canada (confidential material has been
               redacted and complete exhibits have been separately filed with
               the Securities and Exchange Commission).

 99.2          Software Master Agreement between Amdocs Software Systems Limited
               and SBC Services, Inc., effective December __, 2003 (confidential
               material has been redacted and complete exhibits have been
               separately filed with the Securities and Exchange Commission).

 99.3          Agreement between Amdocs Inc. and SBC Services, Inc. for Software
               and Professional Services, effective August 7, 2003 (confidential
               material has been redacted and complete exhibits have been
               separately filed with the Securities and Exchange Commission).
</TABLE>

                                       63

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>y95911exv5w1.txt
<DESCRIPTION>OPINION OF CAREY OLSEN
<TEXT>
<PAGE>

                                                                     EXHIBIT 5.1

                           (Letterhead of Carey Olsen)

Amdocs Limited
Tower Hill House
The Bordage
St. Peter Port
Guernsey

April 7, 2004

Dear Sirs:

RE:      REGISTRATION STATEMENT ON FORM F-3

The following opinion is furnished to you in connection with the filing by
Amdocs Limited, a company organised under the laws of Guernsey, Channel Islands
(the "Company"), of its registration statement on Form F-3 (the "Registration
Statement"), under the Securities Act of 1933, as amended, relating to the
registration for resale by the selling securityholders named therein of $450.0
million principal amount of 0.50% Convertible Senior Notes due 2024 (the
"Notes") and the ordinary shares, (pound)0.01 par value, of the Company issuable
upon conversion of the Notes (the "Shares"). The Notes were issued pursuant to
an Indenture, dated March 5, 2004 (the "Indenture"), among the Company and The
Bank of New York, as trustee (the "Trustee").

In that connection, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of such documents, corporate records and other
instruments as we have deemed necessary or appropriate for the purposes of this
opinion, including the Registration Statement to be filed with the Securities
and Exchange Commission with respect to the Notes and the Shares, the
Registration Rights Agreement, dated March 5, 2004, the Indenture, resolutions
adopted by the board of directors of the Company, and the Articles of
Association and Memorandum of Association of the Company.

Based upon such examination, we are of opinion that:

     1.   The Company has been duly organized and is validly existing as a
          company under the laws of Guernsey, Channel Islands.

     2.   The Notes have been duly authorized and are validly issued, executed
          and delivered by the Company and, assuming they have been
          authenticated by the Trustee in the manner provided by the Indenture,
          are valid and binding obligations of the Company, entitled to the
          benefits provided by the Indenture and enforceable against the Company
          in accordance with their terms; and

     3.   The Shares issuable upon conversion of the Notes have been duly
          authorized by the Company and, when issued upon conversion of the
          Notes in accordance with the terms of the Indenture, will be validly
          issued, fully paid and nonassessable.

We express no opinion on any law other than the law of Guernsey as of the date
hereof.

We hereby consent to the use of this opinion as an exhibit to the Registration
Statement.

Yours sincerely,

/s/ Carey Olsen
- ---------------
Carey Olsen


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>y95911exv23w1.txt
<DESCRIPTION>CONSENT OF ERNST & YOUNG LLP
<TEXT>
<PAGE>

                                                                    EXHIBIT 23.1

               Consent of Ernst & Young LLP, Independent Auditors

         We consent to the reference to our firm under the caption "Experts" in
this Registration Statement on Form F-3 of Amdocs Limited for the registration
of $450.0 million principal amount of 0.50% Convertible Senior Notes due 2024
(the "Notes") and the ordinary shares, (pound)0.01 par value, of the Company
issuable upon conversion of the Notes and to the incorporation by reference
therein of our report dated October 30, 2003, with respect to the consolidated
financial statements and schedule of Amdocs Limited, included in its Annual
Report (Form 20-F) for the year ended September 30, 2003, filed with the
Securities and Exchange Commission on December 24, 2003.

                                       /s/ Ernst & Young LLP

New York, New York
April 7, 2004


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>5
<FILENAME>y95911exv23w2.txt
<DESCRIPTION>CONSENT OF DELOITTE & TOUCHE, LLP
<TEXT>
<PAGE>

                                                                    EXHIBIT 23.2

                                                        Deloitte & Touche LLP
                                                        1 Place Ville Marie
                                                        Suite 3000
                                                        Montreal QC H3B 4T9
                                                        Canada

                                                        Tel: (514) 393-7115
                                                        Fax: (514) 390-4113
                                                        www.deloitte.ca

Independent Auditors' Consent

We consent to the incorporation by reference in this Registration Statement on
Form F-3 of Amdocs Limited of our report dated March 19, 2003 (except for Note
17, which is as of July 2, 2003), related to the consolidated financial
statements of Certen Inc., as of and for the years ended December 31, 2001 and
2002, appearing in the Annual Report of Amdocs Limited on form 20-F, for the
year ended September 30, 2003, filed with the Securities and Exchange Commission
on December 24, 2003. We also consent to the reference to us under the heading
"Experts" in the prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

Montreal, Quebec

April 7, 2004


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>6
<FILENAME>y95911exv99w1.txt
<DESCRIPTION>SHARE PURCHASE AGREEMENT
<TEXT>
<PAGE>
                                                                Exhibit No. 99.1


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

                                  May 28, 2003

                                  BELL CANADA

                                    - AND -

                              AMDOCS HOLDINGS ULC

                            SHARE PURCHASE AGREEMENT
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                 <C>
Article 1 INTERPRETATION........................................................................................      1

         1.1      DEFINITIONS...................................................................................      1

         1.2      TIME OF THE ESSENCE...........................................................................      8

         1.3      CALCULATION OF TIME...........................................................................      8

         1.4      CURRENCY......................................................................................      8

         1.5      HEADINGS AND SECTION AND SCHEDULE REFERENCES..................................................      8

         1.6      PLURALS AND GENDER............................................................................      9

         1.7      STATUTORY REFERENCES..........................................................................      9

         1.8      CONSTRUCTION..................................................................................      9

Article 2 Purchase and Sale of Purchased Shares.................................................................      9

         2.1      PURCHASE AND SALE OF PURCHASED SHARES.........................................................      9

         2.2      CONSIDERATION.................................................................................     10

Article 3 CLOSING ARRANGEMENTS..................................................................................     10

         3.1      PLACE OF CLOSING..............................................................................     10

         3.2      VENDOR'S DELIVERIES...........................................................................     10

         3.3      PURCHASER'S DELIVERIES........................................................................     10

Article 4 REPRESENTATIONS AND WARRANTIES........................................................................     11

         4.1      REPRESENTATIONS AND WARRANTIES OF THE VENDOR..................................................     11

         4.2      REPRESENTATIONS AND WARRANTIES OF THE PURCHASER...............................................     19

         4.3      NATURE AND SURVIVAL OF VENDOR'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES................     21

Article 5 INDEMNIFICATION.......................................................................................     22

         5.1      INDEMNITY BY THE VENDOR.......................................................................     22

         5.2      INDEMNITY BY THE PURCHASER....................................................................     22

         5.3      LIMITATIONS...................................................................................     22

         5.4      NOTICE OF CLAIM...............................................................................     23

         5.5      DIRECT CLAIMS.................................................................................     24

         5.6      THIRD PARTY CLAIMS............................................................................     24

         5.7      SETTLEMENT OF THIRD PARTY CLAIMS..............................................................     25

         5.8      INTEREST ON CLAIMS............................................................................     25
</TABLE>
<PAGE>
<TABLE>
<S>                                                                                                                 <C>
Article 6 COVENANTS OF THE PARTIES PRIOR TO CLOSING.............................................................     25

         6.1      CORPORATION'S ACTIONS PRIOR TO CLOSING........................................................     25

         6.2      VENDOR'S ACTIONS PRIOR TO CLOSING.............................................................     26

         6.3      PURCHASER'S ACTIONS PRIOR TO CLOSING..........................................................     26

         6.4      APPROVALS AND CONSENTS........................................................................     26

         6.5      ACCESS AND INFORMATION........................................................................     27

         6.6      COOPERATION ON TAX MATTERS....................................................................     27

Article 7 CONDITIONS PRECEDENT TO THE PERFORMANCE BY THE PARTIES OF THEIR OBLIGTIONS UNDER THIS AGREEMENT.......     28

         7.1      THE PURCHASER'S CONDITIONS....................................................................     28

         7.2      CONDITIONS OF THE VENDOR......................................................................     30

         7.3      WAIVER BY PURCHASER...........................................................................     32

         7.4      WAIVER BY VENDOR..............................................................................     33

Article 8 ADDITIONAL COVENTANTS.................................................................................     33

         8.1      RELEASE OF THE CORPORATION AND THE PURCHASER..................................................     33

         8.2      RELEASE OF THE VENDOR.........................................................................     33

Article 9 TERMINATION...........................................................................................     34

         9.1      TERMINATION...................................................................................     34

Article 10 GENERAL..............................................................................................     34

         10.1     PUBLIC NOTICES................................................................................     34

         10.2     EXPENSES......................................................................................     35

         10.3     FURTHER ASSURANCES............................................................................     35

         10.4     ASSIGNMENT AND ENUREMENT......................................................................     35

         10.5     ENTIRE AGREEMENT..............................................................................     35

         10.6     WAIVER........................................................................................     36

         10.7     NOTICES.......................................................................................     36

         10.8     SEVERABILITY..................................................................................     37

         10.9     EXECUTION BY FACSIMILE........................................................................     37

         10.10    COUNTERPARTS..................................................................................     37

         10.11    GOVERNING LAW.................................................................................     37

         10.12    RESOLUTION BY NEGOTIATION.....................................................................     37
</TABLE>

                                      -ii-
<PAGE>
<TABLE>
<S>                                                                                                                 <C>

         10.13    ARBITRATION...................................................................................     38

         10.14    CONSENT.......................................................................................     39

         10.15    LANGUAGE......................................................................................     39

         10.16    TENDER OF DOCUMENTS AND PAYMENT OF MONEY......................................................     39

         10.17    NON-MERGER....................................................................................     40


</TABLE>

                                     -iii-
<PAGE>
                            SHARE PURCHASE AGREEMENT

              THIS AGREEMENT made as of the 28th day of May, 2003.

B E T W E E N:

                        AMDOCS HOLDINGS ULC, an unlimited liability company
                        incorporated under the laws of Nova Scotia

                        (the "PURCHASER")


                        - and -


                        BELL CANADA, a corporation incorporated under the laws
                        of Canada

                        (the "VENDOR")

RECITALS:

1. The Vendor is the registered and beneficial owner of 918,500.99 918,500.99
Common Shares of the Corporation, which represent approximately 89.9% of the
issued and outstanding share capital of the Corporation (the "PURCHASED
SHARES"), and Amdocs Canada Inc. is the registered and beneficial owner of
103,190.42103,190.42 Common Shares of the Corporation, which, together with the
Purchased Shares, represent 100% of the issued and outstanding share capital of
the Corporation; and

2. The Vendor wishes to sell to the Purchaser and the Purchaser wishes to
purchase from the Vendor the Purchased Shares.

      NOW THEREFORE in consideration of the mutual covenants in this Agreement
and for other consideration (the receipt and sufficiency of which are
acknowledged), the Parties agree as follows:

                                    ARTICLE 1
                                 INTERPRETATION

1.1   DEFINITIONS

      In this Agreement, except as otherwise expressly provided, the following
words and expressions have the following meanings:

      "AFFILIATE" has the meaning given to that term in the Canada Business
      Corporations Act;
<PAGE>

      "AGREEMENT", "THIS AGREEMENT", "THE AGREEMENT", "HEREOF", "HEREIN",
      "HERETO", "HEREBY", "HEREUNDER" and similar expressions mean this share
      purchase agreement, including all of its Schedules, Exhibits and all
      instruments supplementing, amending or confirming this Agreement. All
      references to "ARTICLES" or "SECTIONS" refer to the specified Article or
      Section of this Agreement;

      "AMDOCS GUARANTEE" means the guarantee given by Amdocs Limited in favour
      of the Vendor to be entered into concurrently with the Closing, in a form
      satisfactory to the Vendor, acting reasonably;

      "ARBITRATION AWARD" has the meaning attributed thereto in Section 10.13;

      "ARBITRATOR" has the meaning attributed thereto in Section 10.13;

      "ARM'S LENGTH" has the meaning attributed to that term in the Tax Act and
      the related jurisprudence;

      "AUTHORITY" means any federal, provincial, state, municipal, local or
      district governmental or public department, court, commission, board,
      bureau, agency, ministry, department, tribunal, or other representative or
      political subdivision thereof or instrumentality or any law, rule, or
      regulation making entity in Canada;

      "BALANCE SHEETS" means the draft audited balance sheet of the Corporation
      as at December 31, 2002 and the unaudited balance sheet of the Corporation
      as at March 31, 2003 forming part of the Financial Statements;

      "BUSINESS" means the business of the Corporation presently carried on by
      the Corporation;

      "BUSINESS DAY" means any day which is not a Saturday, a Sunday or a day
      observed as a holiday under the laws of the Provinces of Ontario and
      Quebec or the federal laws of Canada applicable to the Provinces of
      Ontario and Quebec and on which the principal commercial banks located in
      the relevant city are open for business during normal banking hours;

      "CLAIM" has the meaning given in Section 5.1;

      "CLOSING" means the completion of the purchase and sale of the Purchased
      Shares contemplated by this Agreement;

      "CLOSING DATE" or "DATE OF CLOSING" means the later of July 1, 2003, or
      two Business Days after the Business Day in which all Regulatory Approvals
      are received or such other date as the Purchaser and the Vendor may agree
      upon in writing;
<PAGE>
      "COMMON SHARES" means the common shares in the capital of the Corporation,
      as described in its articles of incorporation;

      "CONSENT" means the consent or approval of any party to a Material
      Contract with the Corporation to the completion of the sale of the
      Purchased Shares contemplated by this Agreement, the execution of this
      Agreement and the Closing, as required under the terms of such Material
      Contract, without any change being made to the existing Material Contract,
      in a form satisfactory to the Purchaser and the Vendor, acting reasonably;

      "CORPORATION" means Certen Inc., a corporation incorporated under the laws
      of Canada;

      "CORPORATION RELEASEES" means the Corporation, the Purchaser, Amdocs
      Software Systems Ltd., Amdocs Canada Inc. and their respective direct and
      indirect shareholders, controlling persons, officers, directors,
      subsidiaries, employees, agents, partners, representatives, advisors,
      members, Affiliates, predecessors, successors and assigns;

      "DISPUTE" has the meaning attributed thereto in Section 10.12;

      "ENCUMBRANCE" means any mortgage, lien (including any construction lien or
      certificate of action filed with respect thereto), pledge, charge,
      security interest, any third party rights of any nature whatsoever, any
      payment obligations, royalties, restriction, claim, set-off or encumbrance
      of any nature whatsoever;

      "ENVIRONMENTAL LAWS" means all federal, provincial, municipal or local
      laws, statutes, regulations, by-laws, ordinances, rules, policies,
      guidelines, orders, directives and other requirements of any government or
      political subdivision, agency or instrumentality or of any court, tribunal
      or other similar body, relating to environmental or health matters,
      including legislation governing the labelling, use and storage of
      Hazardous Substances;

      "ENVIRONMENTAL ORDERS" means applicable orders, decisions, or the like
      rendered by any Authority under or pursuant to any Environmental Laws;

      "ETA" means the Excise Tax Act (Canada) as amended from time to time;

      "FINANCIAL STATEMENTS" means the draft audited financial statements of the
      Corporation for the fiscal year ended December 31, 2002, and the unaudited
      financial statements of the Corporation for the fiscal quarter ended March
      31, 2003 consisting of a balance sheet as of that date, a statement of
      income (loss) and retained earnings (deficit) a statement of changes in
      financial position, and in respect of the draft audited Financial
      Statements of the Corporation for the fiscal year ended December 31, 2002,
      the draft report of the auditors with all notes thereto, a copy of which
      is attached as SCHEDULE 4.1(G)(II);
<PAGE>
      "GST" means all taxes payable under the ETA and any reference to a
      specific provision of the ETA shall refer to any successor provision
      thereto of like or similar effect;

      "HAZARDOUS SUBSTANCES" means PCBs, asbestos, urea formaldehyde foam
      insulation or any other substance or material that is prohibited,
      controlled or regulated under any Environmental Laws;

      "INTELLECTUAL PROPERTY" means any and all domestic and foreign inventions,
      patents, trade-marks, proposed trade-marks, trade names, copyrights,
      industrial designs, business names, certification marks, distinguishing
      guises, business styles and other intellectual property, whether or not
      registered, that are owned by or licensed to the Corporation, and all
      applications in respect thereof;

      "INDEMNIFIED PARTY" means a Person whom the Vendor or the Purchaser, as
      the case may be, has agreed to indemnify under Article 5;

      "INDEMNIFYING PARTY" means, in relation to an Indemnified Party, the Party
      to this Agreement that has agreed to indemnify that Indemnified Party
      under Article 5;

      "LOCATION" means any premises utilized in the Business;

      "MASTER OUTSOURCING AGREEMENT" means the Amended and Restated Master
      Outsourcing Services Agreement, dated as of April 26, 2001, entered into
      by and between the Corporation and Bell Canada, as amended;

      "MASTER LICENSE AGREEMENT" means the Master License and Services
      Agreement, dated as of January 26, 2001, entered into by and between the
      Corporation and Amdocs Software Systems Ltd., as amended;

      "MATERIAL ADVERSE EFFECT" means, where used in relation to the
      Corporation, a material adverse effect on the business, operations,
      assets, financial condition or prospects of the Corporation;

      "MATERIAL CONTRACTS" means the agreements listed in SCHEDULE 4.1(G)(VIII);


      "NOTICE OF ARBITRATION" has the meaning attributed thereto in Section
      10.13;

      "OPERATIONAL CONSENTS" means those consents listed in Schedule 6.4(a);

      "ORST" means tax imposed under the Retail Sales Tax Act (Ontario),
      regulations thereto, orders, orders in council, by laws and similar laws
      as applied by the Ontario Ministry of Finance;

      "PARTIES" means, collectively, the Vendor and the Purchaser and "PARTY"
      means any of them;
<PAGE>
      "PENSION AUTHORITIES" means the applicable federal and provincial pension
      regulatory authorities, including Canada Customs and Revenue Agency;

      "PENSION CONTRACTS" means Plan Terms and all texts and amendments to all
      collective bargaining agreements, employment contracts, trust and funding
      agreements and insurance contracts relating to the Plans;

      "PENSION DOCUMENTS" means text and amendments to all Plans, trust and
      funding agreements and amendments, applicable insurance contracts, the
      most recent actuarial valuation and the most recent annual information
      return relating to the Plans;

      "PENSION LEGISLATION" means the applicable provincial or federal pension
      benefits legislation and, where applicable, the Tax Act;

      "PERSON" includes an individual, partnership, unincorporated association,
      organization, syndicate, body corporate, joint venture, trust and a
      trustee, executor, administrator or other legal or personal
      representative, the Crown, any Environmental Authority and any other
      entity recognized by law;

      "PLANS" means a plan or plans registered under Pension Legislation and
      which provide pensions for employees and former employees of the
      Corporation and their beneficiaries and, where applicable, includes:

      (i) the assets and funds maintained to provide benefits under the Plans;
      and

      (ii) Plan Terms;

      "PLAN TERMS" means the terms and conditions of all Plan texts and
      amendments thereto;

      "PREDECESSORS" means any owner, occupier or Person with or who previously
      had charge, management or control of any Real Property;

      "PRIME RATE" means the rate of interest per annum quoted by Canadian
      Imperial Bank of Commerce from time to time as its reference rate for
      Canadian dollar demand loans made to its commercial customers in Canada
      and which it refers to as its "prime rate", as such rate may be changed by
      it from time to time;

      "PURCHASE PRICE" has the meaning attributed thereto in Section 2.2;

      "PURCHASED SHARES" means the 918,500.99 issued and outstanding Common
      Shares of the Corporation owned by the Vendor, being the only securities
      of the Corporation owned by the Vendor;

      "PURCHASER'S KNOWLEDGE" means (i) actual knowledge of information which
      has been communicated by the Vendor and/or the Corporation to the
      Purchaser's
<PAGE>
      Representatives in writing within the Relevant Period, or (ii) actual
      knowledge of information which has been communicated by the Vendor and/or
      the Corporation to any of the Purchaser's representatives in Canada in
      writing within the Relevant Period, and communicated in writing by such
      representatives to the Purchaser's Representatives within the Relevant
      Period;

      "PURCHASER'S RELEASE" has the meaning attributed thereto in Section 8.1;

      "PURCHASER'S REPRESENTATIVES" means any of the following individuals:
      [**];

      "QST" means all taxes payable under the QSTA, as amended from time to
      time;

      "QSTA" means An Act respecting Quebec Sales Tax (Quebec) and any reference
      to a specific provision of the QSTA shall refer to any successor provision
      thereto of like or similar effect;

      "REAL PROPERTY" means any real property, whether owned or leased, and used
      for the conduct of the Business or previously used for such purpose;

      "REGULATORY APPROVALS" means all necessary approvals, permits, sanctions,
      rulings, orders or consents from any Authority or self-regulatory
      organization within or outside of Canada with respect to the transactions
      contemplated by this Agreement, including, but not limited to, the
      regulatory approvals set forth in SCHEDULE 4.1(F);

      "RELEVANT PERIOD" means the period of time commencing on [**] and ending
      on [**];

      "SALES AND RELATED TAXES" means GST, QST, ORST, sales and use, land
      transfer tax, customs or excise duty, excise tax, turnover or value added
      tax, transfer tax, business transfer tax, telecommunications tax and
      similar taxes, including any interest, fines, additions and penalties
      thereon;

      "TAX" means all Sales and Related Taxes and all governmental taxes,
      levies, duties, assessments, reassessments and other charges of any nature
      whatsoever, whether direct or indirect, including without limitation
      income tax, profits tax, gross receipts tax, corporation tax, sales and
      use tax, wage tax, payroll tax, worker's compensation levy, capital tax,
      stamp duty, real and personal property tax, land transfer tax, customs or
      excise duty, excise tax, turnover or value added tax on goods sold or
      services rendered, withholding tax, social security and employment
      insurance charges or retirement contributions, and any interest, fines,
      additions to tax and penalties in connection therewith;

      "TAX ACT" means the Income Tax Act (Canada);
<PAGE>
      "TAX RETURN" means any return, report, information return, election,
      designation or other document (including any related or supporting
      information) with respect to Taxes, each as amended;

      "TERMINATION DATE" shall have the meaning as set forth in Section 9.1;

      "THIRD PARTY CLAIM" has the meaning given in Section 5.4;

      "TIME OF CLOSING" means 10:00 a.m. (Toronto time) on the Closing Date or
      such other time as the Purchaser and the Vendor may agree upon;

      "TRANSITION AGREEMENT" means the Transition Agreement, dated as of May 28,
      2003, entered into by and between the Corporation and the Vendor;

      "UNANIMOUS SHAREHOLDERS AGREEMENT" means the Unanimous Shareholders
      Agreement, dated January 26, 2001, entered into by and between the Vendor,
      the Corporation and Amdocs Canada Inc., as amended;

      "UNANIMOUS SHAREHOLDERS AGREEMENT TERMINATION AGREEMENT" means the
      agreement terminating the Unanimous Shareholders Agreement to be entered
      into between the Corporation, the Vendor and Amdocs Canada Inc.
      concurrently with the Closing, in the form agreed to by the Parties,
      acting reasonably;

      "VENDOR RELEASEES" means the Vendor, and its direct and indirect
      shareholders, controlling persons, officers, directors, subsidiaries,
      employees, agents, partners, representatives, advisors, members,
      Affiliates, predecessors, successors and assigns;

      "VENDOR'S KNOWLEDGE" means the knowledge of the Vendor after due inquiry
      where such due inquiry is limited to the Chief Financial Officer of the
      Corporation;

      "VENDOR'S RELEASE" has the meaning attributed thereto in Section 8.2.

1.2   TIME OF THE ESSENCE

      Time shall be of the essence of each provision of this Agreement. Any
extension, waiver or variation of any provision of this Agreement shall not be
deemed to affect this provision and there shall be no implied waiver of this
provision.

1.3   CALCULATION OF TIME

      Unless otherwise specified, time periods within or following which any
payment is to be made or act is to be done shall be calculated by excluding the
day on which the period commences and including the day on which the period
ends. If the last day of any such time period is not a Business Day, such time
period shall be extended to the next Business Day following the day on which it
would otherwise end.
<PAGE>
1.4   CURRENCY

      Unless otherwise specified, all references to amounts of money in this
Agreement refer to Canadian currency.

1.5   HEADINGS AND SECTION AND SCHEDULE REFERENCES


      (1) The descriptive headings preceding Articles and Sections of this
Agreement are inserted solely for convenience of reference and are not intended
as complete or accurate descriptions of the content of such Articles or
Sections. The division of this Agreement into Articles and Sections shall not
affect the interpretation of this Agreement.

      (2) Unless the context requires otherwise, references in this Agreement to
Sections, Exhibits and Schedules are to Sections, Exhibits and Schedules of this
Agreement. The Exhibits and Schedules to this Agreement are as follows:

                  Exhibit A - Purchaser's Release
                  Exhibit B - Vendor's Release
                  Schedule 4.1(c) - Binding Agreement, Validity of Transaction
                  Schedule 4.1(d) - Capitalization
                  Schedule 4.1(f) - Consents and Regulatory Approvals
                  Schedule 4.1(g)(ii) - Financial  Statements
                  Schedule 4.1(g)(v)(a) - Encumbrances
                  Schedule 4.1(g)(v)(b) - Leased Property and Licenses
                  Schedule 4.1(g)(v)(c) - Real Property Leases and Subleases
                  Schedule 4.1(g)(v)(d) - Assets
                  Schedule 4.1(g)(vi) - Litigation
                  Schedule 4.1(g)(viii) - Material Contracts
                  Schedule 4.1(g)(ix)(a) - Employees and Independent Contractors
                  Schedule 4.1(g)(ix)(c) - Collective Bargaining
                  Schedule 4.1(g)(ix)(d) - Outstanding Labour Claims
                  Schedule 4.1(g)(x) - List of Benefits/Pension Plans
                  Schedule 4.1(g)(xii) - Intellectual Property

1.6   PLURALS AND GENDER

      The use of words in the singular or plural, or referring to a particular
gender, shall not limit the scope or exclude the application of any provision of
this Agreement to such persons or circumstances as the context otherwise
permits.

1.7   STATUTORY REFERENCES

      Any reference to a statute shall mean the statute in force as at the date
of this Agreement (together with all regulations promulgated thereunder) as the
same may be amended, re-enacted, consolidated or replaced from time to time, and
any successor statute thereto, unless otherwise expressly provided.
<PAGE>
1.8   CONSTRUCTION

      The words "including", "include", and "includes" shall mean "including
without limitation", "include, without limitation" and "includes, without
limitation", respectively.

                                    ARTICLE 2
                      PURCHASE AND SALE OF PURCHASED SHARES

2.1   PURCHASE AND SALE OF PURCHASED SHARES


      Subject to the terms and conditions of this Agreement, at the Time of
Closing, the Vendor (as beneficial and registered owner) shall sell the
Purchased Shares to the Purchaser, free and clear of all Encumbrances, and the
Purchaser shall purchase the Purchased Shares. At the Closing hereunder, the
Purchaser shall receive good and valid title to such Purchased Shares, free and
clear of all Encumbrances.

2.2   CONSIDERATION

      The consideration to be paid by the Purchaser for the Purchased Shares
shall be $89,145,280 (eight nine million, one hundred and forty five thousand,
two hundred eighty Canadian dollars) (the "PURCHASE PRICE").

                                    ARTICLE 3
                              CLOSING ARRANGEMENTS

3.1   PLACE OF CLOSING

      The Closing shall take place at the offices of BLAKE, CASSELS & GRAYDON
LLP, SUITE 2300, 199 BAY STREET, TORONTO, ONTARIO at the Time of Closing or at
such other place and time as may be agreed upon by the Purchaser and the Vendor.

3.2   VENDOR'S DELIVERIES

      (1) At the Time of Closing, the Vendor shall deliver or cause to be
delivered to the Purchaser the following documents:

      (a)   share certificates representing the Purchased Shares duly endorsed
            in blank for transfer, or irrevocable transfer powers of attorney
            with respect to the Purchased Shares, duly executed in blank, with
            such signatures guaranteed to the satisfaction of the Purchaser,
            acting reasonably;

      (b)   the minute books, share certificate books and corporate seals of the
            Corporation;

      (c)   a resignation and release executed by each of the directors of the
            Corporation which were designated by the Vendor in the form agreed
            to by the Parties, acting reasonably;
<PAGE>
      (d)   any documents or instruments required pursuant to the provisions of
            Section 10.3.

      (2) At the Time of Closing, the Vendor shall take such steps as shall be
necessary to cause the Corporation to enter the Purchaser upon the books of the
Corporation as the holder of the Purchased Shares and to issue a share
certificate to the Purchaser representing the Purchased Shares.

3.3   PURCHASER'S DELIVERIES

      At the Time of Closing, the Purchaser shall deliver or cause to be
delivered to the Vendor the following documents and payments:

      (a)   the Purchase Price shall be paid by the Purchaser in cash or
            immediately available funds;

      (b)   a release duly executed by the Corporation in favour of each of the
            directors of the Corporation which were designated by the Vendor in
            the form agreed to by the parties, acting reasonably;

      (c)   the Amdocs Guarantee, duly executed by Amdocs Limited; and

      (d)   any documents or instruments required pursuant to the provisions of
            Section 10.3.


                                    ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES

4.1   REPRESENTATIONS AND WARRANTIES OF THE VENDOR

      The Vendor represents and warrants to the Purchaser, and acknowledges that
the Purchaser is relying on the representations and warranties in completing the
transactions contemplated by this Agreement (and the Purchaser acknowledges and
agrees that the Vendor is not providing any representations or warranties in
this Agreement with respect to the operations of the Corporation after the
Closing) that as of the date hereof:

      (a)   CORPORATE

            The Corporation is a corporation duly incorporated and organized and
            is validly existing under the laws of Canada. The Corporation has
            the requisite corporate power and authority to own or lease its
            properties and to carry on the Business as presently conducted. The
            Corporation has no subsidiaries and has not agreed to acquire (i)
            any of the outstanding shares or securities convertible into shares
            of any Person, or (ii) any participating interest in any Person.

      (b)   EXECUTION AND DELIVERY

            The Vendor has all necessary corporate power, authority and capacity
            to enter into this Agreement and to perform its obligations
            hereunder and the execution and
<PAGE>
            delivery of this Agreement and the performance by the Vendor of its
            obligations hereunder has been duly authorized by all necessary
            corporate action on the part of the Vendor and the Corporation.

      (c)   BINDING AGREEMENT, VALIDITY OF TRANSACTIONS

            This Agreement constitutes a legal, valid, and binding obligation of
            the Vendor, enforceable against the Vendor in accordance with its
            terms (subject, as to the enforcement of remedies, to bankruptcy,
            reorganization and insolvency laws relating to or affecting
            creditors' rights generally and subject to the availability of
            equitable remedies). Except as set out in SCHEDULE 4.1(C), neither
            the execution and delivery of this Agreement by the Vendor nor the
            performance or consummation of the transactions contemplated hereby
            by the Vendor conflict materially with, result in the material
            breach (with or without the giving of notice or lapse of time, or
            both) or violation of, or result in the acceleration or change of
            any material obligations of the Corporation, cause the expiration,
            termination, loss or change in terms or costs, or cancellation of
            any material right or privilege and will not cause the creation of
            any material right or material interest of any third party with
            respect to the Corporation or the Purchased Shares under (i) any
            applicable law, rule or regulation, judgment, order, writ, decree,
            permit or license to which the Vendor is bound, or (ii) any Material
            Contract.

      (d)   CAPITALIZATION

            The authorized share capital of the Corporation is (i) an unlimited
            number of Common Shares, of which Common Shares are issued and
            outstanding, and (ii) an unlimited number of Non Voting Preference
            Shares, none of which are issued or outstanding. The issued and
            outstanding share capital has been duly and validly issued and is
            outstanding as fully paid and non-assessable shares in the capital
            of the Corporation. Except as set forth in SCHEDULE 4.1(D) attached
            hereto, there are no outstanding securities convertible into or
            exchangeable or exercisable for any shares of the capital stock of
            the Corporation, nor does the Corporation have outstanding any
            rights to subscribe for or to purchase, or any options for the
            purchase of, or any agreements providing for the issuance of, any
            shares of its capital stock or any securities convertible into or
            exchangeable or exercisable for any shares of its capital stock.

      (e) OWNERSHIP OF PURCHASED SHARES

            The Purchased Shares constitute approximately % of the issued and
            outstanding shares in the capital of the Corporation. The Vendor is,
            and at the Time of Closing will be, the only registered and
            beneficial owner of the Purchased Shares, free and clear of any
            Encumbrances or rights of others (other than the rights of the
            Purchaser hereunder). Following the execution of the Unanimous
            Shareholders Agreement Termination Agreement, there will be no
            binding contract, option or other right of another to sell,
            transfer, assign, pledge, charge, mortgage or in any
<PAGE>
            other way dispose of or encumber any of the Purchased Shares (or any
            rights thereof) other than pursuant to this Agreement. Immediately
            following the Closing and the execution of the Unanimous
            Shareholders Agreement Termination Agreement, the Vendor shall not
            (i) own or have any rights in any shares of capital stock of the
            Corporation, (ii) own or have any rights in any securities
            convertible into or exchangeable or exercisable for any shares of
            the capital stock of the Corporation, or (iii) have any rights to
            subscribe for or to purchase, or any options for the purchase of, or
            any agreements providing for the issuance of, any shares of capital
            stock or any securities convertible into or exchangeable or
            exercisable for any shares of its capital stock of the Corporation.

      (f)   CONSENTS

            Except as set out in SCHEDULE 4.1(F), no Consent, Regulatory
            Approval, or declaration, filing (other than administrative filings
            with tax authorities, companies registries and the like) or
            registration with, any third party or any Authority is required to
            be made or obtained by the Vendor and/or the Corporation in order to
            complete the sale of the Purchased Shares as contemplated by this
            Agreement.

      (g)   REPRESENTATION RELATING TO THE CORPORATION

                  (I)   LICENSES, PERMITS AND AUTHORIZATIONS

            The Corporation has conducted the Business in material compliance
            with, and the Corporation has made all material filings and
            registrations and holds all material licenses, permits and
            authorizations necessary for the lawful operation of the Business
            pursuant to, all applicable statutes, laws, ordinances, rules and
            regulations of all Authorities having jurisdiction over the
            Corporation or over any part of the Business, all of which licenses,
            permits and authorizations are in good standing with no violations
            in respect thereof as of the date of this Agreement. Without
            limitation to the aforementioned, the Business and the Corporation
            are not subject to, the Telecommunications Act (Canada), the
            Radiocommunication Act (Canada), the Bell Canada Act (Canada) and
            any decisions, orders, rulings or regulations made pursuant thereto.

                  (II)  FINANCIAL STATEMENTS

            The Financial Statements present fairly and accurately the financial
            position of the Corporation as of December 31, 2002 and of March 31,
            2003, and the results of operation, cash flows and changes in
            financial position for the period then ended, in all material
            respects and have been prepared in accordance with Canadian
            generally accepted accounting principles, consistently applied with
            prior fiscal years of the Corporation. The Balance Sheets present
            fairly and accurately a true and complete statement of the assets,
            liabilities (whether accrued, absolute, contingent or otherwise) and
            financial condition of the Corporation as at
<PAGE>
            December 31, 2002 and March 31, 2003, respectively, and the
            statement of income (loss) and retained earnings (deficit) and
            statement of changes in financial position forming a part of the
            Financial Statements accurately set forth the results of the
            operations of the Corporation and the source and application of the
            funds thereof throughout the periods covered thereby. The
            Corporation has not produced nor has it had prepared financial
            statements for any period ending, or as at a date, after nor is the
            Vendor in possession of such financial statements.

                  (III) ABSENCE OF UNDISCLOSED LIABILITIES

            Except to the extent reflected or reserved against in the Balance
            Sheets (including the notes thereto) or incurred subsequent to the
            date of the Balance Sheet and disclosed as a liability in any of the
            Schedules attached hereto and except normal trade creditors payable
            in the ordinary and normal course of business consistent with past
            practices, the Corporation does not have any outstanding liabilities
            (whether accrued, absolute or contingent) of the type required to be
            reflected as liabilities on a balance sheet prepared in accordance
            with Canadian generally accepted accounting principles.

                  (IV)  TAX MATTERS

      (a)   The tax liability of the Corporation for previous taxation periods
            is as indicated in its Tax Returns. All Taxes shown as due on such
            Tax Returns or otherwise due or claimed to be due by any
            governmental entity have been paid. All installments, assessments
            and reassessments of which the Corporation is aware of or has
            received notice of and all other Taxes which are due and payable by
            it have been paid in full. Adequate provision in accordance with
            Canadian generally accepted accounting principles has been made by
            the Corporation in the Balance Sheets for any Taxes accrued but not
            yet due at the date of the Balance Sheets, or for the payment of any
            Tax installments due in respect of the current taxation year of the
            Corporation. Except to the extent reflected or reserved against in
            the Balance Sheets, the Corporation is not liable for any Taxes. No
            deficiencies for Taxes have been proposed, asserted or assessed
            against the Corporation that are not adequately reserved against;

      (b)   The Corporation has on a timely basis filed all Tax Returns required
            to be filed by it. All such Tax Returns are true, correct and
            complete in all material respects;

      (c)   The Corporation has properly withheld and remitted to the proper
            authority on a timely basis and in a form required under the
            appropriate legislation, all Tax (including income tax, Canada
            Pension Plan contributions and employment insurance premiums and any
            other deductions) required to be withheld and remitted by it;

      (d)   The Vendor is not a non-resident of Canada within the meaning of the
            Tax Act;
<PAGE>
      (e)   The Corporation has charged, collected, remitted, paid and/or
            self-assessed all applicable Sales and Related Taxes to the
            appropriate Authority and/or in the manner and as required by the
            applicable Sales and Related Taxes legislation. The Corporation has
            not claimed any input tax credit, input tax refund, refund, rebate,
            credit or other tax recovery pursuant to the ETA, QSTA or other
            Sales and Related Taxes legislation to which it is not entitled;

      (f)   The Vendor and/or Bell Mobility Inc., as applicable, have charged
            and collected from the Corporation all applicable Sales and Related
            Taxes in respect of supplies made by the Vendor and/or Bell Mobility
            Inc. to the Corporation and remitted such Sales and Related Taxes to
            the appropriate Authority in the manner and as required by the ETA,
            QSTA and other Sales and Related Taxes legislation; and

      (g)   The Vendor and/or Bell Mobility Inc., as applicable, has paid all
            applicable Sales and Related Taxes on services and tangible personal
            property provided by the Corporation to the Vendor and Bell Mobility
            Inc.

                  (V)   PROPERTY

      (a)   Except as disclosed in the Financial Statements or in SCHEDULE
            4.1(G)(V)(A), the Corporation has good and marketable title to all
            of its properties, interests in properties and assets, real and
            personal, including those reflected on the Financial Statements or
            acquired since the date of the Financial Statements (except as since
            transferred, sold or otherwise disposed of in the ordinary and
            normal course of business), free and clear of all Encumbrances of
            any kind or character.

      (b)   SCHEDULE 4.1(G)(V)(B) sets forth a true and complete list of all
            leases under which material respects of all equipment, other
            personal property and fixtures in the possession or custody of the
            Corporation which, as of the date hereof, is leased or held under
            license or similar arrangement and of the leases, licenses,
            agreements, or other documentation relating thereto.

      (c)   Other than the leases and subleases referred to in SCHEDULE
            4.1(G)(V)(C), the Corporation is not a party to or bound by any
            lease, sublease, license or other instrument relating to real
            property and the Corporation has not entered into any other
            instrument relating to real property. All interests held by the
            Corporation under such leases or subleases are free and clear of any
            and all Encumbrances of any nature and kind whatsoever. The
            Corporation does not own any interest in real property (except for
            the leases referred to in SCHEDULE 4.1(G)(V)(C)).

      (d)   All of the tangible assets, machinery, equipment, vehicles,
            furniture, office equipment, computer hardware and software wherever
            situated and owned by the Corporation is set out in SCHEDULE
            4.1(G)(V)(D) and, except as set out in SCHEDULE 4.1(G)(V)(D), all of
            the foregoing assets are in good condition, repair and (where
            applicable) proper working order, having regard to the use and age
            thereof,
<PAGE>
            except only for reasonable wear and tear and are owned free and
            clear of all Encumbrances.

                  (VI)  LITIGATION

                  Except as disclosed in SCHEDULE 4.1(G)(VI) there are no Claims
                  pending or, to the best of the Vendor's Knowledge, threatened
                  against the Corporation or affecting any of its assets or
                  properties or the Business. There are no facts or
                  circumstances to the Vendor's Knowledge which are likely to
                  give rise to any such Claims. Except as disclosed in SCHEDULE
                  4.1(G)(VI), there is not presently outstanding against the
                  Corporation any judgment, execution, decree, injunction, rule
                  or order of any court, Authority, administrative agency or
                  arbitrator.

                  (VII) ABSENCE OF CHANGES

                  Neither the execution and delivery of this Agreement by the
                  Vendor nor the performance or consummation of the transactions
                  contemplated hereby by the Vendor nor will the change of
                  control in the Corporation due to the sale of the Purchased
                  Shares to the Purchaser cause any material adverse change in
                  any of the assets, business, financial condition, results of
                  operation or prospects of the Corporation or in the ability of
                  the Corporation to carry on the Business substantially the
                  same as the Business was being conducted immediately prior to
                  signing this Agreement.

                  (VIII) MATERIAL CONTRACTS

                  Except for the contracts and agreements referred to in
                  SCHEDULE 4.1(G)(VIII) (collectively, the "MATERIAL
                  CONTRACTS"), the Corporation is not a party to or bound by any
                  material contract or commitment either now or in the future,
                  whether oral or written (including all contracts with the
                  Vendor and any affiliates and subsidiaries of the Vendor). The
                  Material Contracts are all in full force and effect unamended
                  and no material default exists in respect thereof on the part
                  of any of the parties thereto. The Corporation is not in
                  material default or breach of any Material Contract and there
                  exists no condition, event or act which, with the giving of
                  notice or lapse of time or both would constitute such a
                  default or breach and all Contracts are in good standing and
                  in full force and effect and the Corporation is entitled to
                  all benefits thereunder.

                  (IX)  EMPLOYMENT MATTERS

      (a)   SCHEDULE 4.1(G)(IX)(A) lists all of the independent contractors and
            the employees of the Corporation and the birthdate, position, length
            of service and compensation of each such employee.
<PAGE>
      (b)   There are no outstanding, pending, to the Corporation's knowledge
            threatened or anticipated assessments, actions, causes of action,
            claims, complaints, demands, orders, prosecutions or suits against
            the Corporation or its respective directors, officers or agents
            pursuant to or under any applicable rules, regulations, orders or
            laws, including Canada Pension Plan, employment insurance, Tax,
            employer health tax, employment standards, labour relations,
            occupational health and safety, human rights, workers' compensation
            and pay equity laws.

      (c)   Except as disclosed and detailed in SCHEDULE 4.1(G)(IX)(C): and
            except with respect to the decision, [**] and that a partial sale of
            business from the Vendor to the Corporation had taken place and that
            the Vendor and the Corporation [**] with respect to the employees of
            the Corporation; and the Corporation [**] with respect to any future
            agreements.

      (d)   Except as disclosed and detailed in SCHEDULE 4.1(G)(IX)(D), the
            Corporation is not in breach of any of the provisions of its
            collective agreements and there are no outstanding labour or
            employment proceedings of any kind (including unfair labour
            complaints, grievances, arbitrations or applications for declaration
            of successor employer) in respect of the Corporation.

      (e)   all vacation pay, bonuses, commissions and other emoluments relating
            to the employees of the Corporation are accurately reflected in all
            respects and have been accrued in the financial records of the
            Corporation, and all liabilities in respect of employees, have or
            shall have been paid in full on the Closing Date.

                  (X)   PENSION AND BENEFIT MATTERS

      (a)   SCHEDULE 4.1(G)(X) contains a complete and accurate list of all
            Plans. True, correct, complete and, where applicable, up-to-date
            copies of Pension Documents have been provided to the Purchaser.

      (b)   All Plans are duly registered and in good standing under the
            applicable Pension Legislation and the Corporation has made all
            filings required by the Pension Authorities and Pension Legislation
            and to the Vendor's Knowledge no events have occurred which would
            affect the registered status of the Plans. The Plans and all
            investments held by such Plans comply in all material respects with
            all applicable Pension Legislation and Pension Contracts and have
            been maintained and administered in material compliance with the
            Plan Terms.

      (c)   All required contributions or premiums to be paid under the terms of
            the Plans have been fully paid to the date hereof in accordance with
            the applicable Pension Legislation and Pension Contracts.

      (d)   To the Vendor's Knowledge, no improvements to the Plans have been
            promised and no improvements will be made or promised prior to
            Closing except as may be required by applicable Pension Legislation
            and Pension Contracts and any such
<PAGE>
            promises of benefit improvements shall be communicated to the
            Purchaser in writing prior to Closing.

      (e)   To the Vendor's Knowledge, there have been no withdrawals or
            transfers of assets from the Plans except to a member or a
            beneficiary in accordance with the Plan Terms or in accordance with
            an approval granted by the Pension Authorities or in accordance with
            Pension Legislation.

      (f)   To the Vendor's Knowledge, there are no outstanding actions or
            claims with respect to the Plans, other than claims for benefits
            submitted by members or beneficiaries in the normal course; and, to
            the Vendor's Knowledge, there is no litigation, legal action, suit,
            investigation, claim, counterclaim or proceeding pending or
            threatened against or affecting any Plan which could have a material
            adverse effect on the Vendor, the Corporation or on any Plan
            maintained as of the Closing Date.

      (g)   Except as disclosed in SCHEDULE 4.1(G)(X), there is not now and on
            the Closing Date there will not be any benefit plans established by
            or for the Corporation for its employees.


                  (XI)  INSURANCE

                  The Corporation is not in default, whether as to the payment
                  of premium or otherwise, under the terms of any insurance
                  policy maintained by the Corporation (or under which the
                  Corporation enjoys certain rights) with respect to its assets,
                  property and undertaking and the Business as of the date
                  hereof. The Corporation has not failed to give any notice or
                  present any claim under any such policy in due and timely
                  fashion. Nothing has been done or omitted to be done by the
                  Corporation which could make any policy of insurance void or
                  voidable.

                  (XII) INTELLECTUAL PROPERTY

                  SCHEDULE 4.1(G)(XII) lists all the registered Intellectual
                  Property of the Corporation. Except as set forth in SCHEDULE
                  4.1(G)(XII), the Intellectual Property is free and clear of
                  any claims and Encumbrances. To the Vendor's Knowledge, except
                  as disclosed in SCHEDULE 4.1(G)(XII), there has been no claim
                  of adverse ownership, invalidity or other opposition to or
                  conflict with any of the Intellectual Property. To the
                  Vendor's Knowledge, the Corporation is not currently, nor has
                  it engaged in any activity that violates or infringes any
                  intellectual property rights of any Person (except that the
                  Vendor is not giving this representation with respect to any
                  Intellectual Property that was developed by the Purchaser or
                  any Affiliate of the Purchaser).
<PAGE>
                  (XIII) COMPLIANCE WITH LAWS

                  The Corporation is in compliance in all material respects
                  with, and will at the Closing Date have filed all reports or
                  returns required under, all laws, regulations, orders,
                  judgments or decrees applicable to it (including without
                  limitation of the generality of the above with all
                  Environmental Laws and Environmental Orders). Without
                  limitation to any of the above, the Corporation is in full
                  compliance with, if applicable, the Personal Information
                  Protection and Electronic Documents Act (Canada).

                  (XIV) FULL DISCLOSURE

                  To the Vendor's Knowledge, none of the foregoing
                  representations and statements of fact contains any untrue
                  statement of a material fact or omits to state any material
                  fact necessary to make any such statement or representation
                  not misleading to a prospective purchaser of the Purchased
                  Shares seeking full information as to the Corporation and its
                  properties, businesses and affairs.

4.2   REPRESENTATIONS AND WARRANTIES OF THE PURCHASER


      The Purchaser hereby represents and warrants to the Vendor (and
acknowledges that the Vendor is relying on the representations and warranties in
completing the transactions contemplated hereby) that as of the date hereof:

      (a)   CORPORATE

            The Purchaser is an unlimited liability company duly incorporated
            and organized and is validly existing under the laws of Nova Scotia.

      (b)   AUTHORITY

            The Purchaser has all necessary corporate power, authority and
            capacity to enter into this Agreement and to perform its obligations
            hereunder and the execution and delivery of this Agreement and the
            performance by the Purchaser of its obligations hereunder has been
            duly authorized by all necessary corporate action on the part of the
            Purchaser.

      (c)   ENFORCEABILITY

            This Agreement constitutes a legal, valid and binding obligation of
            the Purchaser, enforceable against the Purchaser in accordance with
            its terms (subject, as to the enforcement of remedies, to
            bankruptcy, reorganization and insolvency laws relating to or
            affecting creditors' rights generally and subject to the
            availability of equitable remedies). The execution and delivery of
            this Agreement by the Purchaser, the consummation of the
            transactions contemplated hereby and the fulfillment by the
            Purchaser of the terms, conditions and provisions hereof will not
            contravene or violate or result in the breach (with or without the
            giving of
<PAGE>
            notice or lapse of time, or both) or acceleration of any obligations
            of the Purchaser under:

                  (A)   any judgment, order, writ, injunction or decree of any
                        court or of any Authority which is presently applicable
                        to the Purchaser;

                  (B)   the articles, by-laws or any resolutions of the
                        Purchaser or any amendments thereto or restatements
                        thereof; or

                  (C)   the provisions of any agreement, arrangement or
                        understanding to which the Purchaser is a party or by
                        which it is bound.

      (d)   ACCREDITED INVESTOR

            The Purchaser is an "accredited investor" as defined in Ontario
            Securities Commission Rule 45-501 - Exempt Distributions promulgated
            under the Securities Act (Ontario), and shall deliver to the Vendor
            prior to Closing a certificate addressed to Vendor in a form
            satisfactory to the Vendor.



4.3   NATURE AND SURVIVAL OF VENDOR'S AND PURCHASER'S REPRESENTATIONS AND
      WARRANTIES


                  (1) The Vendor's representations and warranties shall survive
the Closing and shall remain in full force and effect for the following periods:
(i) the representations and warranties of the Vendor contained in Section 4.1(e)
(Ownership of Purchased Shares) shall survive the Closing and, notwithstanding
the Closing and any inspections or inquiries made by or on behalf of the
Purchaser, shall continue in full force and effect for the benefit of the
Purchaser, until the expiration of the applicable statute of limitation, (ii)
the representations and warranties of the Vendor contained in Section 4.1(g)(iv)
(Tax Matters) shall survive the Closing and, notwithstanding the Closing and any
inspections or inquiries made by or on behalf of the Purchaser, shall continue
in full force and effect for the benefit of the Purchaser, for the entire period
during which an assessment or reassessment may be made with respect to any
matter contemplated in Section 4.1(g)(iv), and (iii) subject to Sections
4.3(1)(i) and 4.3(1)(ii), the representations and warranties of the Vendor
contained in Section 4.1 shall survive the Closing and, notwithstanding the
Closing and any inspection or inquiries made by or on behalf of the Purchaser,
shall continue in full force and effect for the benefit of the Purchaser until
the earlier of (A) [**], and (B) such time as the audited financial statements
of the Corporation for the fiscal year ended [**] (including a statement of
income, retained earnings, and changes in financial position and the report of
the auditors with all notes thereto) have been approved by the Corporation's
Board of Directors (the "FINANCIAL STATEMENTS DATE"), after which time the
Vendor shall be released from all obligations in respect of such representations
and warranties unless a notice of Claim (setting out in reasonable detail the
nature of the Claim and the approximate amount of such Claim, if known) shall
have been delivered by the Purchaser in accordance with Section 5.4 before the
expiry of each of the respective periods of time set forth above, as the case
may be, in which case the representation
<PAGE>
and warranty to which such notice applies shall survive in respect to that Claim
until the final determination or settlement of that Claim.

      (2) The representations and warranties of the Purchaser contained in
Section 4.2 shall survive the Closing and notwithstanding the Closing and any
inspections or inquiries made by or on behalf of the Vendor, shall continue in
full force and effect for the benefit of the Vendor until the earlier of (A)
[**] and (B) the Financial Statements Date, after which time the Purchaser shall
be released from all obligations in respect of such representations and
warranties, unless a notice of Claim (setting out in reasonable detail the
nature of the Claim and the appropriate amount thereof, if known) shall have
been delivered by the Vendor in accordance with Section 5.4 before the expiry of
such period, in which case the representation and warranty to which such notice
applies shall survive in respect to that Claim until the final determination or
settlement of that Claim.

                                    ARTICLE 5
                                 INDEMNIFICATION

5.1   INDEMNITY BY THE VENDOR

            Subject to Section 5.3, the Vendor shall indemnify and hold the
Purchaser, its directors, officers, employees, agents, representatives and the
Purchaser's Affiliates and their respective directors, officers, employees,
agents, representatives, harmless in respect of any claim, demand, action, cause
of action, damage, loss, cost, liability or expense (hereinafter referred to as
a "CLAIM") which may be made or brought against an Indemnified Party or which it
may suffer or incur directly or indirectly as a result of, in respect of or
arising out of:

      (1) any incorrectness in or breach of any representation or warranty of
the Vendor contained in this Agreement or under any other agreement, certificate
or instrument executed and delivered pursuant to this Agreement; or

      (2) any breach or non-fulfillment of any covenant or agreement on the part
of the Vendor under this Agreement or under any other agreement, certificate or
instrument executed and delivered pursuant to this Agreement.

5.2   INDEMNITY BY THE PURCHASER

            Subject to Section 5.3, the Purchaser shall indemnify and hold the
Vendor, its directors, officers, employees, agents, representatives and the
Vendor's Affiliates and their respective directors, officers and employees
harmless in respect of any Claim which may be made or brought against an
Indemnified Party or which it may suffer or incur directly or indirectly as a
result of, in respect of or arising out of:

      (1) any incorrectness in or breach of any representation or warranty of
the Purchaser contained in this Agreement or under any other agreement,
certificate or instrument executed and delivered pursuant to this Agreement; or
<PAGE>
      (2) any breach or non-fulfillment of any covenant or agreement on the part
of the Purchaser under this Agreement or under any other agreement, certificate
or instrument executed and delivered pursuant to this Agreement.

5.3   LIMITATIONS

            Notwithstanding any other provision in this Agreement to the
contrary:

      (a)   subject to Section 5.3(d), the Vendor's liability with respect to
            any Claim for incorrectness in or breach of any representation or
            warranty contained in Section 4.1 (with the exception of the
            representations and warranties contained in Section 4.1(g)(iv)(g))
            shall not [**]; and

      (b)   subject to Section 5.3(d), the Vendor's liability with respect to
            each separate Claim arising hereunder (except for Claims with
            respect to the Vendor's obligation to sell and deliver the Purchased
            Shares to the Purchaser in accordance with the terms and conditions
            of this Agreement) shall not exceed $[**] ([**] Canadian dollars),
            and the total aggregate liability for all Claims (except for Claims
            with respect to the Vendor's obligation to sell and deliver the
            Purchased Shares to the Purchaser in accordance with the terms of
            this Agreement) shall not exceed $[**] ([**] Canadian dollars)
            excluding any liability for Claims under Section 5.3(d); and

      (c)   subject to Section 5.3(d) no Claim arising hereunder (except for
            Claims with respect to the Vendor's obligation to sell and deliver
            the Purchased Shares to the Purchaser in accordance with the terms
            and conditions of this Agreement) shall be brought unless the amount
            of each such Claim exceeds $[**] ([**] Canadian dollars), in which
            case such Claim shall be recoverable as provided in this Agreement
            (from the first dollar and not only on the amount exceeding $[**]
            ([**] Canadian dollars)); and

      (d)   Notwithstanding any other provision of this Section, the liability
            of the Vendor for any breach of the representations and warranties
            contained in Section 4.1(g)(iv)(g) shall, where such breach is in
            respect of the non-payment of Sales and Related Taxes on services or
            tangible personal property provided by the Corporation to the Vendor
            and/or Bell Mobility Inc. and where such breach benefits or has
            benefited the Vendor and/or Bell Mobility Inc. shall be [**]. For
            greater certainty it is acknowledged that none of the other
            Sub-Sections in this Section 5.3 shall apply with respect to Claims
            under this Sub-Section 5.3(d); and

      (e)   the Vendor shall not be liable for any Claim arising hereunder
            relating to any incorrectness in or breach of any representation or
            warranty of the Purchaser contained in this Agreement (excluding
            under Section 4.1(g)(iv)(g)), if, within 30 Business Days following
            the written notice of such Claim by the Purchaser to the Vendor, the
            Vendor can prove that the Purchaser had Purchaser's Knowledge of the
            material facts relating to such Claim; and
<PAGE>
      (f)   the amount of the Vendor's liability for Direct Claims (as defined
            below) with respect to any payments made by the Corporation to its
            Affiliates shall be limited to the Corporation's reasonable costs
            incurred with respect thereto; and

      (g)   the Purchaser's total aggregate liability with respect to each
            separate Claim arising hereunder (except for Claims with respect to
            the Purchaser's obligation to purchase the Purchased Shares in
            accordance with the terms and conditions of this Agreement) shall
            not exceed $[**] ([**] Canadian dollars) and the total aggregate
            liability for all Claims (except for Claims with respect to the
            Purchaser's obligation to purchase the Purchased Shares in
            accordance with the terms and conditions of this Agreement) arising
            hereunder made or brought against the Purchaser by the Vendor shall
            not exceed $[**] ([**] Canadian dollars). No Claim arising hereunder
            shall be brought unless the amount of such Claim exceeds $[**] ([**]
            Canadian dollars), in which case such Claim shall be recoverable as
            provided in this Agreement (from the first dollar and not only on
            the amount exceeding $[**] ([**] Canadian dollars)).

5.4   NOTICE OF CLAIM

            If an Indemnified Party becomes aware of a Claim in respect of which
indemnification is provided for pursuant to either of Section 5.1 or 5.2, as the
case may be, the Indemnified Party shall promptly give written notice of the
Claim to the Indemnifying Party. Such notice shall specify whether the Claim
arises as a result of a claim by a Person against the Indemnified Party (a
"THIRD PARTY CLAIM") or whether the Claim does not so arise (a "DIRECT CLAIM"),
and shall also specify with reasonable particularity (to the extent that the
information is available):

      (a)   the factual basis for the Claim; and

      (b)   the amount of the Claim, if known.

      If, through the fault of the Indemnified Party after becoming aware of a
Claim, the Indemnifying Party does not receive notice of any Claim in time
effectively to contest the determination of any liability susceptible of being
contested, then the liability of the Indemnifying Party to the Indemnified Party
under this Article shall be reduced by the amount of any losses incurred by the
Indemnifying Party resulting from the Indemnified Party's failure to give such
notice on a timely basis.

5.5   DIRECT CLAIMS

      In the case of a Direct Claim, the Indemnifying Party shall have 60 days
from receipt of notice of the Claim within which to make such investigation of
the Claim as the Indemnifying Party considers necessary or desirable. For the
purpose of such investigation, the Indemnified Party shall make available to the
Indemnifying Party the information relied upon by the Indemnified Party to
substantiate the Claim, together with all such other information as the
Indemnifying Party may reasonably request. If both parties agree at or before
the expiration of
<PAGE>
such 60 day period (or any mutually agreed upon extension thereof) to the
validity and amount of such Claim, the Indemnifying Party shall immediately pay
to the Indemnified Party the full agreed upon amount of the Claim, failing which
the matter shall be referred to the settlement provisions set forth in Sections
10.12 and 10.13 below.

5.6   THIRD PARTY CLAIMS

      In the case of a Third Party Claim, the Indemnifying Party shall have the
right, at its expense, to participate in or assume control of the negotiation,
settlement or defence of the Claim. If the Indemnifying Party elects to assume
such control, the Indemnifying Party shall reimburse the Indemnified Party for
all of the Indemnified Party's out-of-pocket expenses incurred as a result of
such participation or assumption. Subject to Section 6.6, the Indemnified Party
shall have the right to participate in the negotiation, settlement or defence of
such Third Party Claim and to retain counsel to act on its behalf, provided that
the fees and disbursements of such counsel shall be paid by the Indemnified
Party unless the Indemnifying Party consents to the retention of such counsel at
its expense or unless a representation of both the Indemnifying Party and the
Indemnified Party by the same counsel would be inappropriate due to the actual
or potential differing interests between them (such as the availability of
different defences). The Indemnified Party shall cooperate with the Indemnifying
Party so as to permit the Indemnifying Party to conduct such negotiation,
settlement and defence and for this purpose shall preserve all relevant
documents in relation to the Third Party Claim, allow the Indemnifying Party
access on reasonable notice to inspect and take copies of all such documents and
require its personnel to provide such statements as the Indemnifying Party may
reasonably require and to attend and give evidence at any trial or hearing in
respect of the Third Party Claim. If, having elected to assume control of the
negotiation, settlement or defence of the Third Party Claim, the Indemnifying
Party thereafter fails to conduct such negotiation, settlement or defence with
reasonable diligence, then the Indemnified Party shall be entitled to assume
such control and the Indemnifying Party shall be bound by the results obtained
by the Indemnified Party with respect to such Third Party Claim.

5.7   SETTLEMENT OF THIRD PARTY CLAIMS

      If the Indemnifying Party fails to assume control of the defence of any
Third Party Claim, the Indemnified Party shall have the exclusive right to
contest, settle or pay the amount claimed. Whether or not the Indemnifying Party
assumes control of the negotiation, settlement or defence of any Third Party
Claim, the Indemnifying Party shall not settle any Third Party Claim without the
written consent of the Indemnified Party, which consent shall not be
unreasonably withheld or delayed; provided, however, that the liability of the
Indemnifying Party shall be limited to the proposed settlement amount if it is
determined that the final settlement or judgement is less favourable taken as a
whole than the proposed settlement taken as a whole and any such consent to such
proposed settlement is not obtained for any reason within a reasonable time
after the request therefor.

5.8   INTEREST ON CLAIMS
<PAGE>
      The amount of any Claim submitted under Section 5.1 or Section 5.2 as
damages or by way of indemnification shall bear interest from and including the
date any Indemnified Party is required to make payment in respect thereof at the
Prime Rate calculated from and including such date to but excluding the date
reimbursement of such Claim by the Indemnifying Party is made, and the amount of
such interest shall be deemed to be part of such Claim.

                                    ARTICLE 6
                            COVENANTS OF THE PARTIES

6.1   CORPORATION'S ACTIONS PRIOR TO CLOSING

      The Parties shall take all actions required in order to ensure that the
Corporation, during the period from the date of this Agreement to the Time of
Closing, continues and operates its Business in the ordinary and normal course
of business, consistent with the way its business has been conducted prior to
the date of this Agreement, including, without limitation, that the Corporation
shall: (i) continue to pay all payables and collect all receivables in a timely
manner in the ordinary course of business consistent with past practice, (ii)
not enter into commitments, initiate new business, assume commitments, dispose
of material assets or discharge or satisfy any lien or encumbrance, other than
changes in the ordinary and normal course of business, none of which might have,
either by itself or in the aggregate, a Material Adverse Effect, (iii) not take
or initiate any action, procedure, claim, amendment, waive any rights, terminate
and/or enter into any agreements or instruments which are material to the
Corporation or which may materially affect the Business or the Purchased Shares
or Intellectual Property or which are in conflict or inconsistent with the
transaction contemplated in this Agreement, (iv) not make any general wage or
salary increase, pay any bonuses or extraordinary payments or enter into any
employment agreements in respect of personnel which it employs, (v) not initiate
or settle any litigation or claim to which the Corporation and/or the Purchaser
or any of its Affiliates (except for litigation under this Agreement) may be or
may become a party, (vi) take all actions necessary to promote the interest and
maintain the goodwill of the Corporation, and of all persons having business
relations with the Corporation, and (vii) take any action or exercise any option
under the Unanimous Shareholders Agreement.

6.2   VENDOR'S ACTIONS PRIOR TO CLOSING

      Except as otherwise contemplated or permitted by this Agreement, during
the period from the date of this Agreement to the Time of Closing, the Vendor
shall not, without the prior written consent of the Purchaser, take any action
or exercise any option under the Unanimous Shareholders Agreement.

6.3   PURCHASER'S ACTIONS PRIOR TO CLOSING

      Except as otherwise contemplated or permitted by this Agreement, during
the period from the date of this Agreement to the Time of Closing, the Purchaser
shall not, without the prior written consent of the Vendor, take any action or
exercise any option under the Unanimous Shareholders Agreement.
<PAGE>
6.4   APPROVALS AND CONSENTS

      (a)   The Vendor agrees to use its commercially reasonable efforts
            promptly to do or cause to be done all things necessary, proper or
            advisable under applicable laws and regulations to consummate and
            make effective the transactions contemplated by this Agreement.
            Without limiting the foregoing, the Vendor shall forthwith take all
            steps reasonably necessary and in the Vendor's control and use its
            commercially reasonable efforts to obtain as of the Time of Closing
            all Operational Consents and Regulatory Approvals, all on behalf of,
            and as required for the consummation of the transactions
            contemplated hereby, by the Vendor and the Corporation, and shall
            comply with any conditions thereof, which are required in connection
            with the completion of the transactions contemplated by this
            Agreement, the execution of this Agreement, and the Closing or the
            performance of any of the terms and conditions hereof; provided that
            the Vendor shall not be required to incur any costs except as
            provided for in the Further Amended and Restated Master Outsourcing
            Agreement as such agreement will be executed between the Parties
            prior to Closing. Without derogating from the provisions of the
            Further Amended and Restated Master Outsourcing Agreement as such
            agreement will be executed between the Parties prior to Closing, to
            the extent that any Operational Consents are not obtained prior to
            the Time of Closing, the Vendor agrees to continue to use its
            commercially reasonable efforts to obtain all Operational Consents
            for a period not to exceed 90 days following the Date of Closing.

      (b)   The Purchaser agrees to use its commercially reasonable efforts
            promptly to do or cause to be done all things necessary, proper or
            advisable under applicable laws and regulations to consummate and
            make effective the transactions contemplated by this Agreement.
            Without limiting the foregoing, the Purchaser shall forthwith take
            all steps reasonably necessary and in the Purchaser's control and
            use its commercially reasonable efforts to ensure that the purchase
            and sale of the Purchased Shares and the completion of the
            transactions contemplated by this Agreement are allowed under the
            Investment Canada Act (Canada) and shall make all filings required
            to be made by the Purchaser under the Competition Act (Canada), and
            shall comply with any conditions thereof, which are required in
            connection with the completion of the transactions contemplated by
            this Agreement, the execution of this Agreement, and the Closing or
            the performance of any of the terms and conditions hereof provided
            that the Purchaser shall not be required to incur any costs (other
            than those expenses incurred in preparing such filings).

      (c)   Both Parties agree to use their commercially reasonable efforts
            promptly to cause the Corporation to take all actions necessary for
            the completion of the transactions contemplated herein.
<PAGE>
6.5   ACCESS AND INFORMATION

            The Vendor shall at all times during the period from the date of
this Agreement until the Time of Closing make available to the Purchaser and its
representatives and advisers for examination all books and records of the
Corporation (including minute books and accounting ledgers) in its possession or
under its control. The Vendor shall provide copies of the foregoing when
reasonably requested by the Purchaser. The Vendor shall at all times during the
period from the date of Agreement until the Time of Closing give the Purchaser
and its representatives and advisers unrestricted access to the premises of the
Corporation in order to make such investigations as the Purchaser shall deem
advisable. The Vendor shall give such Persons all means necessary to effect such
examinations and investigations and shall cause its agents, employees, officers
and directors to use their best efforts to aid such Persons in such examinations
and investigations. The Vendor shall provide the Purchaser and its
representatives and advisers at all times during the period from the date of
this Agreement to the Time of Closing with an opportunity to meet with the
auditors and any employees, advisers or personnel of the Corporation.

6.6   COOPERATION ON TAX MATTERS

            During the time period following Closing specified in Section
4.3(1)(ii), the Vendor agrees that it shall, and the Purchaser agrees that it
shall cause the Corporation to, fully cooperate with each other to:

      (a)   enable the Vendor and the Corporation to more accurately determine
            their respective Transfer Tax liability [**];

      (b)   without restricting the generality of paragraph (a), the Purchaser
            shall (1) cause the Corporation to provide to the Vendor copies of
            any interpretations or rulings, if any, obtained from any Sales and
            Related Taxes authority to substantiate the Sales and Related Taxes
            treatment in respect of the amounts payable by the Vendor to the
            Corporation prior to Closing, and (2) use its best efforts to cause
            the Corporation to provide to the Vendor any other information or
            document with respect to any amounts payable by the Vendor to the
            Corporation prior to Closing, which reasonably may be requested by
            the Vendor, including but not limited to the information or
            documents specified in the Input Tax Credit (GST/HST) Information
            Regulations;

      (c)   the Purchaser further agrees to notify the Vendor promptly, but no
            later than five days following, the receipt by the Corporation of
            notification of an audit by a Sales and Related Taxes authority in
            respect of any amounts payable by the Vendor to the Corporation in
            the time period prior to Closing; and

      (d)   in the event of any assessment against the Corporation in respect of
            any amounts payable by the Vendor to the Corporation in the time
            period prior to Closing, the
<PAGE>
            Purchaser agrees that the Vendor has the right, at its option and at
            its expense, to be actively involved in any appeal of the
            assessment, including the right to file a notice of objection,
            correspond with relevant government officials and appeal any
            resulting decision to the appropriate court or courts. For purposes
            of this section, the phrase "be actively involved in" means that the
            Corporation will cooperate with Vendor with a view to minimizing the
            amount of the assessment and, in this connection, the Vendor and the
            Corporation will agree by consensus on the strategies and positions
            to be taken. In the case of disagreement, the Purchaser shall cause
            the Corporation to select, together with the Vendor, a professional
            accounting firm or law firm not then acting as auditors or principal
            external counsel for any of the Vendor (or an Affiliate of the
            Vendor), Purchaser or Corporation, for an independent opinion on the
            strategies and positions to be taken in respect of any matter in
            respect of an assessment in connection with any amounts payable by
            the Vendor to the Corporation in the time period prior to Closing.
            The fees and costs associated with the appointment of such
            professional accounting or law firm shall be [**], provided that
            [**] the scope of work to be [**] by such professional accounting or
            law firm.
<PAGE>
6.7         POST RETIREMENT BENEFITS DISPUTE

            The Parties acknowledge that in the event that the Closing does not
            occur then the Purchaser reserves the right to renew its claim as to
            the proper treatment and payment into the Corporation of post
            retirement benefits, which claim the Purchaser shall desist upon
            Closing.

6.8         VENDOR'S RELEASE

            Prior to the Closing the Vendor and the Purchaser shall take all
            actions necessary and cause the Corporation to sign the Vendor's
            Release and the director's release in accordance with Section
            3.3(b).

6.9         COOPERATION ON PREPARATION OF FINANCIAL STATEMENTS

            Prior to the Closing Date, the Vendor agrees that it shall, and the
            Purchaser agrees that it shall cause the Corporation to, fully
            cooperate with each other to prepare and deliver to the Purchaser,
            at no cost to the Vendor, the following:

            (a) financial statements of the Corporation, prepared in accordance
            with United States generally accepted accounting principles or in
            accordance with Canadian generally accepted accounting principles,
            including a note adjusting results to United States generally
            accepted accounting principles:

            (i) Audited financial statements for the fiscal year ended December
            31, 2002,

            (ii) Financial statements, reviewed by the Corporation's auditors,
            for the last interim period ended before the Closing Date,

            (b) financial statements of the Corporation, reviewed by the
            Corporation's auditors, prepared in accordance with United States
            generally accepted accounting principles and translated to the
            United States dollar, for the following periods:

            (i) Three months ended December 31, 2001.

            (ii) Nine months ended September 30, 2002.

            (iii) Three months ended December 31, 2002.

            (iv) Three months ended March 31, 2003.

            (v) Three months ended June 30, 2003.

            (vi) Six months ended June 30, 2003.

            (c) The financial statements of the Corporation for the Closing
            Date, reviewed by the Corporation's auditors, prepared in accordance
            with United States generally accepted accounting principles and
            translated to the United States dollar. The financial statements
            will include a balance sheet as of the closing date and a statement
            of income (loss) for the period from the beginning of the quarter in
            which the Closing Date fall and ending at the Closing Date.
<PAGE>
            (d) The auditors consent letter regarding the Corporation's audited
            financial statements for the fiscal year ended December 31, 2002,
            and the audit letter for the same period.

                                    ARTICLE 7
                     CONDITIONS PRECEDENT TO THE PERFORMANCE
            BY THE PARTIES OF THEIR OBLIGATIONS UNDER THIS AGREEMENT

7.1         THE PURCHASER'S CONDITIONS

            The obligation of the Purchaser to complete the purchase of the
Purchased Shares hereunder shall be subject to the satisfaction of, or
compliance with, at or before the Time of Closing, each of the following
conditions (each of which is hereby acknowledged to be inserted for the
exclusive benefit of the Purchaser):

      (a)   REPRESENTATIONS AND WARRANTIES

            All representations and warranties of the Vendor made pursuant to
            this Agreement shall be true and correct in all material respects
            with the same force and effect as if made at and as of the Time of
            Closing, and the Vendor shall have delivered to the Purchaser at the
            Time of Closing a certificate dated the Closing Date under corporate
            seal, duly executed by an officer of the Vendor acceptable to the
            Purchaser, to such effect. The receipt of such certificate and the
            closing of the transaction of purchase and sale provided for in this
            Agreement shall not be nor deemed to be a waiver of the
            representations and warranties of the Vendor contained in this
            Agreement, which representations and warranties shall continue in
            full force and effect for the benefit of the Purchaser as provided
            in Article 4.3.

      (b)   PERFORMANCE OF OBLIGATIONS

            The Vendor shall have performed or complied with, in all material
            respects, all of its obligations, covenants and agreements in this
            Agreement which are to be performed or complied with by the Vendor
            at or prior to the Time of Closing, and the Vendor shall have
            delivered to the Purchaser at the Time of Closing a certificate
            dated the Closing Date under corporate seal, duly executed by an
            officer of the Vendor acceptable to the Purchaser, to such effect.

      (c)   RECEIPT OF CLOSING DOCUMENTATION

            All documentation relating to the due authorization and completion
            of the purchase and sale of the Purchased Shares and all actions and
            proceedings taken on or prior to the Closing Date in connection with
            the performance by the Vendor of its obligations under this
            Agreement shall be satisfactory to the Purchaser and its counsel,
            acting reasonably, and the Purchaser shall have received copies of
            all
<PAGE>
            such documentation or other evidence as it may reasonably request in
            order to establish the consummation of the transactions contemplated
            hereby and the taking of all corporate proceedings in connection
            therewith in compliance with these conditions, in form and substance
            satisfactory to the Purchaser and its counsel, acting reasonably.

      (d)   BOARD APPROVAL

            The board of directors of the Vendor shall have authorized and
            approved the execution and delivery of this Agreement and the
            performance by the Vendor of its obligations hereunder.

      (e)   COMPETITION ACT

            The Purchaser shall have obtained an advance ruling certificate
            pursuant to Section 102 of the Competition Act (Canada) to the
            effect that the Director of Investigation and Research under that
            Act is satisfied that there would not be sufficient grounds upon
            which to apply to the Competition Tribunal under Section 92 of such
            Act with respect to the transactions contemplated by this Agreement.

      (f)   INVESTMENT CANADA ACT

            Either:

                  (i)   the Purchaser shall have received written confirmation
                        that the Minister responsible for the Investment Canada
                        Act (Canada) is satisfied that the purchase of the
                        Purchased Shares by the Purchaser is likely to be of net
                        benefit to Canada; or

                  (ii)  the time within which the Minister is required to advise
                        the Purchaser whether the Minister is satisfied that the
                        purchase of the Purchased Shares is likely to be of net
                        benefit to Canada has expired (unless within that time
                        the Minister has sent a notice to the Purchaser
                        confirming that the Minister is not satisfied that the
                        purchase of the Purchased Shares is likely to be of net
                        benefit to Canada).

      (g)   NO ACTION TO RESTRAIN

            No action or proceeding shall be pending or threatened by any
            Authority or any other Person (including a Party other than the
            Purchaser or its Affiliates) to restrain or prohibit the completion
            of the transactions contemplated by this Agreement or to prevent or
            restrain the Corporation from carrying on the Business as presently
            carried on.
<PAGE>
      (h)   CORPORATION'S COMPLIANCE

            The Corporation shall have performed or complied with, in all
            material respects, all of the obligations agreed to be imposed on it
            under the provisions of Section 6.1 which are to be performed or
            complied with at or prior to the Time of Closing.

      (i)   PURCHASER'S RELEASES

            The Purchaser shall have received the executed Purchaser's Release.

      (j)   OTHER CLOSING CONDITIONS

            Any other conditions to Closing agreed to between the Parties in
            writing.

7.2         CONDITIONS OF THE VENDOR

            The obligation of the Vendor to complete the sale of the Purchased
Shares hereunder shall be subject to the satisfaction of or compliance with, at
or before the Time of Closing, of each of the following conditions (each of
which is hereby acknowledged to be inserted for the exclusive benefit of the
Vendor):

      (a)   REPRESENTATIONS AND WARRANTIES

            All representations and warranties of the Purchaser made pursuant to
            this Agreement shall be true and correct in all material respects
            with the same force and effect as if made at and as of the Time of
            Closing, and the Purchaser shall have delivered to the Vendor at the
            Time of Closing its certificate dated the Closing Date under
            corporate seal, duly executed by a senior officer of the Purchaser
            acceptable to the Vendor, to such effect. The receipt of such
            certificate and the Closing of the transaction of purchase and sale
            provided for in this Agreement shall not be nor be deemed to be a
            waiver of the representations and warranties of the Purchaser
            contained in this Agreement, which representations and warranties
            shall continue in full force and effect for the benefit of the
            Vendor as provided in Section 4.3.

      (b)   PERFORMANCE OF AGREEMENT

            The Purchaser shall have performed or complied with, in all respects
            all of its obligations, covenants and agreements in this Agreement
            which are to be performed or complied with by the Purchaser at or
            prior to the Time of Closing and shall have delivered to the Vendor
            at the time of Closing a certificate dated the Closing Date under
            corporate seal, duly executed by a senior officer of the Purchaser
            acceptable to the Vendor, to such effect.
<PAGE>
      (c)   RECEIPT OF CLOSING DOCUMENTATION

            All documentation relating to the due authorization and completion
            of the purchase and sale of the Purchased Shares and all actions and
            proceedings taken on or prior to the Closing Date in connection with
            the performance by the Purchaser of its obligations under this
            Agreement shall be satisfactory to the Vendor and its counsel,
            acting reasonably, and the Vendor shall have received copies of all
            such documentation or other evidence as it may reasonably request in
            order to establish the consummation of the transactions contemplated
            hereby and the taking of all corporate proceedings in connection
            therewith in compliance with these conditions, in form and substance
            satisfactory to the Vendor and its counsel, acting reasonably.

      (d)   NO ACTION TO RESTRAIN

            No action or proceeding shall be pending or threatened by any
            Authority or any other Person (including a Party other than the
            Corporation, the Vendor or its Affiliates) to restrain or prohibit
            the completion of the transactions contemplated by this Agreement or
            to prevent or restrain the Corporation from carrying on the Business
            as presently carried on.

      (e)   BOARD APPROVAL

            The board of directors of the Purchaser shall have authorized and
            approved the execution and delivery of this Agreement and the
            performance by the Purchaser of its obligations hereunder.

      (f)   COMPETITION ACT

            The Purchaser shall have obtained an advance ruling certificate
            pursuant to Section 102 of the Competition Act (Canada) to the
            effect that the Director of Investigation and Research under that
            Act is satisfied that there would not be sufficient grounds upon
            which to apply to the Competition Tribunal under Section 92 of such
            Act with respect to the transactions contemplated by this Agreement.

      (g)   INVESTMENT CANADA ACT

            Either:

                  (i)   the Purchaser shall have received written confirmation
                        that the Minister responsible for the Investment Canada
                        Act (Canada) is satisfied that the purchase of the
                        Purchased Shares by the Purchaser is likely to be of net
                        benefit to Canada; or

                  (ii)  the time within which the Minister is required to advise
                        the Purchaser whether the Minister is satisfied that the
                        purchase of the Purchased Shares
<PAGE>
                        is likely to be of net benefit to Canada has expired
                        (unless within that time the Minister has sent a notice
                        to the Purchaser confirming that the Minister is not
                        satisfied that the purchase of the Purchased Shares is
                        likely to be of net benefit to Canada).

            [**]The Vendor shall be [**] by the Vendor, with respect to [**]
            prior to the Time of Closing after [**], the Purchaser shall [**].

      (h)   VENDOR'S RELEASES

            The Vendor shall have received the executed Vendor's Releases.

      (i)   OTHER CLOSING CONDITIONS

            Any other conditions to Closing agreed to between the Parties in
            writing.

7.3         WAIVER BY PURCHASER

            Subject to Article 9 below, if any of the conditions set forth in
Section 7.1 have not been fulfilled, performed or satisfied at or prior to
October 1, 2003, the Purchaser may, by written notice to the Vendor terminate
all of its obligations hereunder and the Purchaser shall be released from all
its obligations under this Agreement. Any of such conditions may be waived in
whole or in part by the Purchaser by instrument in writing given to the Vendor
without prejudice to any of the Purchaser's rights of termination in the event
of non-performance of any other condition, obligation or covenant in whole or in
part, and without prejudice to its right to complete the transaction of purchase
and sale contemplated by this Agreement and claim damages for breach of
representation, warranty or covenant.

7.4         WAIVER BY VENDOR

            Subject to Article 9 below, if any of the conditions set forth in
Section 7.2 have not been fulfilled, performed or satisfied at or prior to
October 1, 2003, the Vendor may, by written notice given to the Purchaser,
terminate all of its obligations hereunder and the Vendor shall be released from
all its obligations under this Agreement. Any of such conditions may be waived
in whole or in part by the Vendor by instrument in writing given to the
Purchaser, without prejudice to any of the Vendor's rights of termination in the
event of non-performance of any other condition, obligation or covenant in whole
or in part, and without prejudice to its right to complete the transaction of
purchase and sale contemplated by this Agreement and claim damages for breach of
representation, warranty or covenant.

                                    ARTICLE 8
                              ADDITIONAL COVENANTS

8.1         [**] THE CORPORATION AND THE PURCHASER
<PAGE>
            In consideration of the transactions contemplated by this Agreement
and the covenants and agreements of the Purchaser contained herein, effective as
of the Closing, [**].

8.2         [**] THE VENDOR

            In consideration of the transactions contemplated by this Agreement
and the covenants and agreements of the Vendor contained herein, effective as of
the Closing, [**].

                                    ARTICLE 9
                                   TERMINATION

9.1         TERMINATION

            This Agreement may be terminated prior to the Closing as follows:

      (a)   at any time on or prior to the Closing Date, by mutual written
            consent of the Vendor and the Purchaser;

      (b)   by either Purchaser or Vendor, if all conditions to consummation of
            the transactions contemplated herein have not been satisfied or
            waived on or before October 1, 2003 (the "TERMINATION DATE");
            provided that the right to terminate this Agreement under this
            clause (b) shall not be available to any Party whose failure to
            fulfill any obligation of such Party under this Agreement has been
            the primary cause of, or resulted in, the failure of the Closing to
            occur on or before the Termination Date.

                                   ARTICLE 10
                                     GENERAL

10.1        PUBLIC NOTICES

            All public notices to third parties and all other publicity
concerning the matters contemplated by this Agreement shall be jointly planned
and co-ordinated by the Parties and no Party shall act unilaterally in this
regard without the prior approval of the other Parties, except where the Party
making such notice is required to do so by law or by the applicable regulations
or policies of any regulatory agency of competent jurisdiction or any stock
exchange, provided that such Party will use reasonable efforts to notify the
other Party in advance of such disclosure so as to permit the other Parties to
seek a protective order or otherwise contest such disclosure.

10.2        EXPENSES

            Each Party to this Agreement shall pay its respective legal,
accounting and other professional advisory fees, costs and expenses incurred in
connection with the negotiation, preparation or execution of this Agreement and
all documents and instruments executed or delivered pursuant to this Agreement,
as well as any other costs and expenses incurred and, for greater certainty, no
costs shall be incurred by the Corporation. The Vendor shall pay any and all
<PAGE>
income tax payable by the Vendor, if any, as a result of the transfer and sale
of the Purchased Shares to the Purchaser.

10.3        FURTHER ASSURANCES

            The Parties shall do all such things and actions (including voting)
and provide all such reasonable assurances as may be required to consummate the
transactions contemplated by this Agreement, and each Party shall provide such
further documents or instruments required by any other Party as may be
reasonably necessary or desirable to effect the purpose of this Agreement and
carry out its provisions, whether before or after Closing.

10.4        ASSIGNMENT AND ENUREMENT

            Neither this Agreement nor any benefits or duties accruing under
this Agreement shall be assignable by the Vendor without the prior written
consent of the Purchaser, acting reasonably. The Purchaser may, in its sole
discretion without the consent of the Vendor, assign this Agreement, in whole or
in part, to any Affiliate of the Purchaser (whose ultimate parent is Amdocs
Limited) at any time before or after the Closing; provided that reasonable prior
notice of such assignment is delivered to the Vendor. This Agreement shall enure
to the benefit of and be binding upon the Parties and their respective
successors (including any successor by reason of amalgamation of any Party) and
permitted assigns. Notwithstanding the foregoing, following an assignment as
contemplated herein, the Vendor shall continue to be liable for its duties
accruing hereunder.

10.5        ENTIRE AGREEMENT

            This Agreement, together with any Schedules and Exhibits attached
hereto and any documents delivered pursuant to this Agreement, constitutes the
entire agreement between the Parties with respect to the matters herein and
supersedes all prior agreements, understandings, negotiations, discussions,
representations, promises or statements, whether oral or written, relating to
the subject matter hereof. This Agreement shall not be amended, altered or
qualified except by written agreement signed by all of the Parties.

10.6        WAIVER

            Except as otherwise expressly set out herein, no waiver of any
provision of this Agreement shall be binding unless it is in writing. No
indulgence or forbearance by a Party shall constitute a waiver of such Party's
right to insist on performance in full and in a timely manner of all covenants
in this Agreement. Waiver of any provision shall not be deemed to waive the same
provision thereafter, or any other provision of this Agreement at any time.

10.7        NOTICES

            All payments and communications which may be or are required to be
given by any Party to any other Party, shall be in writing and (i) delivered
personally, (ii) sent by prepaid
<PAGE>
courier service or mail, or (iii) sent by prepaid telecopier or other similar
means of electronic communication to the Parties at their following respective
addresses:

      For the Purchaser:

            c/o Goodmans LLP
            Suite 2400
            250 Yonge Street
            Toronto, Ontario  M5B 2M6

            Attention:  David Matlow



      For the Vendor:

            Bell Canada
            483 Bay Street
            Toronto, Ontario  M5G 2C9
            Attention:  Eugene Roman

      with a copy to:

            Bell Canada
            483 Bay Street
            Toronto, Ontario  M5G 2C9
            Attention:  Vice President, Law Department, Toronto

Any such notice so given shall be deemed conclusively to have been given and
received when so personally delivered or delivered, by courier or on the day on
which termination is confirmed if sent by telecopier or other electronic
communication or on the fifth day following the sending thereof by mail. Any
Party may from time to time change its address hereinbefore set forth by notice
to the other Parties in accordance with this Section.

10.8        SEVERABILITY

            Any provision of this Agreement which is prohibited or unenforceable
in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent
of such prohibition or enforceability and shall be severed from the balance of
this Agreement, all without affecting the remaining provisions of this Agreement
or affecting the validity or enforceability of such provisions in any other
jurisdiction.
<PAGE>
10.9        EXECUTION BY FACSIMILE

            The signature of any of the Parties hereto may be evidenced by a
facsimile copy of this Agreement bearing such signature.

10.10       COUNTERPARTS

            This Agreement may be signed in one or more counterparts, each of
which so signed shall be deemed to be an original, and such counterparts
together shall constitute one and the same instrument. Notwithstanding the date
of execution of any counterpart, each counterpart shall be deemed to bear the
effective date set forth below.

10.11       GOVERNING LAW

            The construction, interpretation and performance of this Agreement
and all transactions under it shall be governed by the laws of the Province of
Ontario (without regard to its rules on conflicts of laws) and the laws of
Canada applicable therein. For the purposes of and solely where court action is
expressly permitted under this Agreement, the Parties each submit to the
exclusive jurisdiction of the courts of the Province of Ontario.

10.12       RESOLUTION BY NEGOTIATION

      (a)   Except as set forth below, the Vendor and the Purchaser agree to
            promptly utilize all reasonable efforts to resolve any controversy,
            claim or dispute relating to the interpretation, validity,
            construction, meaning, performance or effect of this Agreement or
            the rights or liabilities of the Parties or any matter arising out
            of or in connection with this Agreement (a "DISPUTE").

      (b)   If a Dispute prior to Closing cannot be resolved by mutual agreement
            within a five (5) Business Day period from receipt of written
            notification by one Party to the other (which notice shall set forth
            full details of the matter in dispute), either Party may refer the
            Dispute to resolution by the Chief Executive Officers of the
            Parties, such resolution to occur within a further five (5) Business
            Day period of the referral of the matter to these two executives

      (c)   If a post Closing Dispute cannot be resolved by mutual agreement
            within a thirty (30) Business Day period from receipt of written
            notification by one Party to the other (which notice shall set forth
            full details of the matter in dispute), either Party may refer the
            Dispute to resolution by the Chief Executive Officers of the
            Parties, such resolution to occur within a further thirty (30)
            Business Day period of the referral of the matter to these two
            executives.

10.13       ARBITRATION

      Any Dispute that has not been resolved within the second five (5) Business
      Day or thirty (30) Business Day period, as applicable, described in
      Section 10.12, shall be submitted for arbitration in accordance with the
      laws of Ontario then in effect and the provisions
<PAGE>
      contained herein, it being understood that such forum shall have exclusive
      jurisdiction to deal with such matters.

      (a)   The arbitration procedure shall be instituted by any Party by the
            sending of a written notice to that effect to the other Party
            setting forth a description of the Dispute and, if appropriate, the
            provision of this Agreement as to which such matter relates (the
            "NOTICE OF ARBITRATION"). Any arbitration to be conducted under this
            Section 10.13 shall be conducted by a single arbitrator (the
            "ARBITRATOR") chosen by the Parties to the arbitration within Five
            Business Days with respect to pre-Closing Disputes and thirty (30)
            Business days with respect to post Closing Disputes, following the
            Notice of Arbitration. In the event that the Parties fail to agree
            upon the appointment of the Arbitrator within the stipulated delay,
            then the Arbitrator shall be selected and appointed at the request
            of either Party in accordance with the Arbitration Act (Ontario).
            The arbitration shall be conducted in the English language.

      (b)   As soon as practicable after his/her appointment, the Arbitrator
            shall convene a meeting or a telephone conference call with the
            Vendor and the Purchaser or their representatives to determine the
            procedure to be followed in the arbitration. If the Parties cannot
            agree on the procedure to be followed, the Arbitrator shall, subject
            to the other provisions of this Section 10.13, determine his/her own
            procedure, which may or may not require the submission of written
            arguments by the Parties or the holding of hearings. In any event,
            the Parties agree that any arbitration hearing shall take place in
            the Province of Ontario.

      (c)   The Parties to the arbitration shall be entitled to be represented
            at any arbitration hearing by legal counsel and to be accompanied by
            an interpreter.

      (d)   Notwithstanding the provisions of this Section 10.13, if either of
            the Parties hereto believes that it is entitled to any provisional
            measure or injunctive relief, such Party shall be entitled to seek
            such measure or injunctive relief through civil action before any
            court having jurisdiction.

      (e)   The Arbitrator shall be entitled to appoint an expert, if necessary,
            subject to agreement of the Parties. Any costs or fees charged by
            experts shall form part of the costs of the arbitration and be paid
            in the manner hereinafter contemplated.

      (f)   The Arbitrator shall endeavour to render his/her decision (the
            "ARBITRATION AWARD"), within thirty (30) days following the date of
            commencement of the deliberation, but shall not lose jurisdiction by
            reason of his/her failure to respect this delay. The Arbitration
            Award must be made in writing stating the reasons upon which it is
            based and a copy thereof must be delivered to each Party to the
            arbitration. The Arbitrator, in the Arbitration Award, shall
            apportion costs and expenses in the manner he sees fit, taking into
            consideration the intent of the Parties as set forth in paragraph
            (g) below.
<PAGE>
      (g)   The intent of the Parties is to have the Party who is most at fault
            and most responsible for the time and cost of arbitration to be
            required to pay for the costs thereof in order that each Party has
            significant economic incentive to work together to resolve any
            differences that may arise between them.

      (h)   The Arbitration Award shall be final and binding upon the Parties to
            the arbitration for all purposes and shall preclude, in respect of
            the subject matter in dispute, any further or other recourse to any
            Court otherwise having jurisdiction.

10.14       CONSENT

            Where a provision of this Agreement requires an approval or consent
by a Party to this Agreement and written notification of such approval or
consent is not delivered within the applicable time in accordance with this
Agreement, then the Party whose consent or approval is required shall be
conclusively deemed to have withheld its approval or consent.

10.15       LANGUAGE

            The Parties confirm that it is their wish that this Agreement, as
well as any other documents relating to this Agreement, including notices,
Schedules, Exhibits and authorizations, have been and shall be drawn up in the
English language only. Les Parties aux presentes confirment leur volonte que
cette convention, de meme que tous les documents, y compris tous avis, decules
et autorisations s'y rattachant, soient rediges en anglais seulement.

10.16       TENDER OF DOCUMENTS AND PAYMENT OF MONEY

            Any tender of documents or money under this Agreement may be made
upon the Parties or their respective counsel and money shall be tendered by wire
transfer or other method that provides immediately available funds.

10.17       NON-MERGER

            Each Party hereby agrees that all provisions of this Agreement,
other than (a) the conditions in Article 6 and (b) the representations and
warranties contained in Article 4 and the related indemnities in Article 5
hereof (which shall be subject to the special arrangements provided in such
Articles) shall forever survive the execution, delivery and performance of this
Agreement, Closing and the execution, delivery and performance of any and all
documents delivered in connection with this Agreement.



                          - Signature Pages to Follow -
<PAGE>
            IN WITNESS WHEREOF the Parties have hereunto duly executed this
Agreement on the date first above written.

                              AMDOCS HOLDINGS ULC

                              Per: /s/ Burt Podbere                        c/s
                                   ----------------------------------------
                                   Authorized Signing Officer



                              BELL CANADA



                              Per: /s/Eugene Roman                         c/s
                                   ----------------------------------------
                                   EUGENE ROMAN
                                   GROUP PRESIDENT - SYSTEMS AND TECHNOLOGY



                              Per: /s/John Sheridan                        c/s
                                   ----------------------------------------
                                   JOHN SHERIDAN
                                   GROUP PRESIDENT - BUSINESS MARKETS

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>7
<FILENAME>y95911exv99w2.txt
<DESCRIPTION>SOFTWARE MASTER AGREEMENT
<TEXT>
<PAGE>

                                                                Exhibit No. 99.2

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

                            Software Master Agreement

                                  No. 03032360

                                     Between

                         Amdocs Software Systems Limited

                                       And

                               SBC Services, Inc.

                                        i

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

<PAGE>

                                          Software Master Agreement No. 03032360

<TABLE>
<S>                                                                                                                <C>
1.0 Preamble..............................................................................................         1
         1.1 Preamble and Effective Date..................................................................         1
         1.2 Term of Agreement............................................................................         1
         1.3 Scope of Agreement...........................................................................         1
2.0 Definitions...........................................................................................         1
         2.1 Acceptance...................................................................................         1
         2.2 Acceptance Date..............................................................................         1
         2.3 Acceptance Letter............................................................................         1
         2.4 Acceptance Test Period.......................................................................         1
         2.5 Acceptance Tests.............................................................................         1
         2.6 Amdocs Affiliate.............................................................................         2
         2.7 Amdocs Direct Competitors....................................................................         2
         2.8 Amdocs Leadership Council....................................................................         2
         2.9 Cingular.....................................................................................         2
         2.10 Computer Program............................................................................         2
         2.11 Concurrent Users............................................................................         2
         2.12 Delivery....................................................................................         2
         2.13 Delivery Date...............................................................................         2
         2.14 Design Materials............................................................................         2
         2.15 Designated Site.............................................................................         3
         2.16 Designated System...........................................................................         3
         2.17 Documentation...............................................................................         3
         2.18 Enhancement.................................................................................         3
         2.19 [**]License.................................................................................         3
         2.20 Error.......................................................................................         3
         2.21 Functionality...............................................................................         3
         2.22 Harmful Code................................................................................         3
         2.23 Information.................................................................................         4
         2.24 Liability...................................................................................         4
         2.25 Liquidated Damages..........................................................................         4
         2.26 Maintenance.................................................................................         4
         2.27 Maintenance Fee.............................................................................         4
         2.28 Major Release...............................................................................         4
         2.29 Minor Release...............................................................................         5
         2.30 Modification and Modify.....................................................................         5
         2.31 MSA.........................................................................................         5
         2.32 Named Users.................................................................................         5
         2.33 New Release.................................................................................         5
         2.34 Notice of Completion........................................................................         5
         2.35 Order.......................................................................................         5
         2.36 Permitted Third Parties.....................................................................         5
         2.37 Published Specifications....................................................................         6
         2.38 Resolution..................................................................................         6
         2.39 Restoral....................................................................................         6
         2.40 Revision....................................................................................         6
</TABLE>

                                       ii

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

<PAGE>

                                          Software Master Agreement No. 03032360

<TABLE>
<S>                                                                                                               <C>
         2.41 SBC Affiliate...............................................................................         6
         2.42 SBC's Specifications........................................................................         6
         2.43 Service(s)..................................................................................         6
         2.44 Severity Level..............................................................................         6
         2.45 Software....................................................................................         7
         2.46 Specifications..............................................................................         7
         2.47 Update......................................................................................         7
         2.48 Users.......................................................................................         7
         2.49 Vulnerability...............................................................................         7
         2.50 Warranty Period.............................................................................         7
         2.51 Work........................................................................................         7
3.0 GENERAL TERMS.........................................................................................         7
         3.1 Acceptance or Rejection......................................................................         7
         3.2 Subcontracting...............................................................................         8
         3.3 Amendments and Waivers.......................................................................         9
         3.4 Assignment...................................................................................         9
         3.5 Termination..................................................................................         9
         3.6 Compliance with Laws.........................................................................        10
         3.7 Conflict of Interest.........................................................................        11
         3.8 Construction and Interpretation..............................................................        11
         3.9 Cumulative Remedies..........................................................................        11
         3.10 Delivery....................................................................................        12
         3.11 Force Majeure...............................................................................        12
         3.12 Form of Order...............................................................................        12
         3.13 Governing Law; Dispute Resolution...........................................................        13
         3.14 Indemnity...................................................................................        14
         3.15 Information.................................................................................        16
         3.16 Infringement of Third Party Intellectual Property Rights....................................        17
         3.17 Insurance...................................................................................        20
         3.18 Invoicing and Payment.......................................................................        21
         3.19 Limitation of Liability.....................................................................        22
         3.20 [**]........................................................................................        23
         3.21 MBE/WBE/DVBE (and Appendices)...............................................................        24
         3.22 MBE/WBE/DVBE Termination Clause.............................................................        24
         3.23 [Intentionally Omitted].....................................................................        26
         3.24 Non-Exclusive Market........................................................................        26
         3.25 Notices.....................................................................................        26
         3.26 Order Placed by or on behalf of SBC Affiliates..............................................        27
         3.27 Order of Precedence.........................................................................        27
         3.28 Publicity...................................................................................        27
         3.29 Quality Assurance...........................................................................        27
         3.30 Records and Audits..........................................................................        29
         3.31 Severability................................................................................        29
         3.32 Survival of Obligations.....................................................................        29
</TABLE>

                                       iii

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

<PAGE>

                                          Software Master Agreement No. 03032360

<TABLE>
<S>                                                                                                               <C>
         3.33 Taxes.......................................................................................        30
         3.34 Warranties and Representations..............................................................        32
4.0 Software License......................................................................................        33
         4.1 Order........................................................................................        33
         4.2 License Grant................................................................................        34
         4.3 License Fee..................................................................................        34
         4.4 Limitations on Use...........................................................................        35
         4.5 Modification.................................................................................        36
         4.6 Source Code Availability.....................................................................        36
         4.7 Title........................................................................................        36
5.0 Support and Maintenance...............................................................................        36
         5.1 Error Severity Level Classification..........................................................        36
         5.2 Error Severity Resolution Plan...............................................................        38
         5.3 Error Severity Escalation Plan...............................................................        38
         5.4 Error Severity [**]..........................................................................        38
         5.5 Support During the Warranty Period...........................................................        39
         5.6 Maintenance Support Following Expiration of the Warranty Period..............................        40
</TABLE>

         Appendix A - Supplier's Price(s)
         Appendix B - Acceptance Letter
         Appendix C - Supplier's Notice of Completion
         Appendix D - Executive Orders and Federal Regulations
         Appendix E - Prime Supplier MBE/WBE/DVBE Participation Plan
         Appendix F - MBE/WBE/DVBE Results Report
         Appendix G - Form of Order
         Appendix H - Amendment to Software Escrow Agreement
         Appendix I - Non-Disclosure and Confidentiality Agreement
         Appendix J - Confidentiality Agreement Between SBC and SBC's
         Subcontractors
         Appendix K - Confidentiality Agreement Between Amdocs and Amdocs
         Subcontractors

                                       iv

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

<PAGE>

                                          Software Master Agreement No. 03032360

                                  1.0 Preamble

                         1.1 PREAMBLE AND EFFECTIVE DATE

This Agreement, effective on December __, 2003 ("Effective Date"), is between
Amdocs Software Systems Limited, an Irish corporation (hereinafter referred to
as "Supplier" or "Amdocs"), and SBC Services, Inc., a Delaware corporation
(hereinafter referred to as "SBC"), each of which may be referred to in the
singular as "Party" or in the plural as "Parties."

                             1.2 TERM OF AGREEMENT

This Agreement shall remain in effect from the Effective Date for a term ending
five years thereafter unless earlier terminated or canceled as provided in this
Agreement. The Parties may extend the term of this Agreement by mutual agreement
in writing.

                             1.3 SCOPE OF AGREEMENT

The provisions of this Agreement shall govern all purchases of Software licenses
and certain Services (e.g., maintenance services) made by SBC from Supplier
during the term of this Agreement. SBC may make purchases under this Agreement
by placing Orders with Supplier. The applicable price for certain Software and
Services is provided in Appendix A.

                                2.0 Definitions

                                 2.1 ACCEPTANCE

"ACCEPT" or "ACCEPTANCE" means SBC's acceptance of the Software pursuant to
Section 3.1.

                              2.2 ACCEPTANCE DATE

"ACCEPTANCE DATE" means the date on which the Software or Services are Accepted
in accordance with Section 3.1.

                              2.3 ACCEPTANCE LETTER

"ACCEPTANCE LETTER" means a notice, given by SBC to Supplier upon acceptance of
Software, in accordance with the Section entitled "Acceptance or Rejection."

                           2.4 ACCEPTANCE TEST PERIOD

"ACCEPTANCE TEST PERIOD" means the length of time specified in an Order for SBC
to perform Acceptance Tests (which period shall not be less than [**] days or
more than [**]days, unless extended pursuant to Section 3.1) during which the
Acceptance Tests are performed.

                              2.5 ACCEPTANCE TESTS

"ACCEPTANCE TESTS" means tests and demonstrations of the Software in operation
that SBC may perform [**].

                                        1

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

<PAGE>

                                          Software Master Agreement No. 03032360

                              2.6 AMDOCS AFFILIATE

"AMDOCS AFFILIATE" means any current or future business firm, whether
incorporated or not, which controls, is controlled by or is under common control
with Amdocs, where "control" means the ownership, directly or indirectly, of a
majority interest in an entity by another entity.

                         2.7 AMDOCS DIRECT COMPETITORS

"AMDOCS DIRECT COMPETITORS" means as of the Effective Date, [**] Amdocs Direct
Competitors, [**] under this Agreement.

                         2.8 AMDOCS LEADERSHIP COUNCIL

"AMDOCS LEADERSHIP COUNCIL" has the meaning given to such term in the MSA.

                                  2.9 CINGULAR

"CINGULAR" means Cingular Wireless, LLP.

                             2.10 COMPUTER PROGRAM

"COMPUTER PROGRAM" means a set of instructions or code intended to cause a
computer to produce certain results.

                             2.11 CONCURRENT USERS

"CONCURRENT USERS" means different Users who are accessing and using a Computer
Program at the same time.

                                 2.12 DELIVERY

"DELIVERY", and its derivatives, means delivery of the Software at SBC's expense
via (i) electronic transfer; (ii) hand delivery of the media in which the
Software is contained; (iii) carrier selected by Amdocs; or (iv) the manner
described in the applicable Order.

                               2.13 DELIVERY DATE

"DELIVERY DATE" means the date on which the Parties agree Supplier is scheduled
in this Agreement or an Order to complete its Delivery.

                             2.14 DESIGN MATERIALS

"DESIGN MATERIALS" includes the source code statements for a Computer Program;
all requirements documents, record layouts, outlines, flowcharts, and other
materials intended for use in the preparation of the source code statements; and
all comments included in the source code statements as a reference to other
materials.

                                        2

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

<PAGE>

                                          Software Master Agreement No. 03032360

                              2.15 DESIGNATED SITE

"DESIGNATED SITE" means SBC's building or complex of buildings within which SBC
is authorized to use the Software.

                             2.16 DESIGNATED SYSTEM

"DESIGNATED SYSTEM" means the particular computer system designated by type,
serial number(s) and location on the applicable Order.

                               2.17 DOCUMENTATION

"DOCUMENTATION" means written explanations of the intended functionality of the
Software and other written material intended to guide the user in the
installation of the Software, the use of the Software, the Modification of the
Software and the capabilities needed to diagnose and troubleshoot Errors.
Documentation includes written explanations provided on screens displayed by the
Software itself as well as instructions provided in separate user manuals and
training materials.

                                2.18 ENHANCEMENT

"ENHANCEMENT" means a Modification made to include additional Functionality in a
Computer Program. An Enhancement may otherwise be referred to as an improvement
or an upgrade.

                               2.19 [**] LICENSE

"[**] LICENSE" means a license to Use Software as set forth in Section 4.2,
[**]; for [**] Licenses[**].

                                   2.20 ERROR

"ERROR" means [**] in the [**] that causes [**], that causes [**], that [**] as
prescribed by the Specifications, or that causes [**] as prescribed by the
Specifications. An Error may otherwise be referred to as a bug or defect.

                               2.21 FUNCTIONALITY

"FUNCTIONALITY" means a particular result or set of results that a Computer
Program is intended to cause a computer to produce.

                               2.22 HARMFUL CODE

"HARMFUL CODE" includes any and all instructions designed to prevent a computer
from producing intended results or to cause a computer to produce unintended
results, including, but not limited to the following: instructions designed to
halt or disrupt the operation of a computer program at an arbitrary time ("time
bombs") or upon the execution of an arbitrarily designated instruction ("logic
bombs"); instructions designed to cause the computer to duplicate these

                                        3

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

<PAGE>

                                          Software Master Agreement No. 03032360

instructions and retransmit those instructions to others, with or without
additional disabling effects or instructions designed to cause the computer to
erase its own data files ("viruses/worms"); instructions designed to override
security features and facilitate access to the computer by unauthorized users
("back doors," "trap doors," and "undocumented passwords") or to place the
operation of the computer under the control of unauthorized remote users
("Trojan horses").

                                2.23 INFORMATION

"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.

                                 2.24 LIABILITY

"LIABILITY" means all legal or contractual responsibility for losses, damages,
expenses, costs, penalties, fines, and fees (except as set forth in an
applicable Order), including reasonable attorneys' fees, arising from 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.

                            2.25 LIQUIDATED DAMAGES

"LIQUIDATED DAMAGES" shall mean pre-defined damages described in Sections 3.20
and 5.4 of this Agreement.

                                2.26 MAINTENANCE

"MAINTENANCE" means the Services provided by Supplier under Article 5.0 of this
Agreement and the applicable Order, which include, but are not limited to; help
desk assistance, telephone assistance, Documentation and Revisions and may
additionally include training and on-site assistance. Participation in customer
or user groups that compare experiences with and/or make suggestions for further
Enhancements to the Software, may also be included.

                              2.27 MAINTENANCE FEE

"MAINTENANCE FEE" means the fee SBC pays to Supplier for the Maintenance
provided by Supplier as specified in an Order. No Maintenance Fee shall be due
during the Warranty Period.

                               2.28 MAJOR RELEASE

"MAJOR RELEASE" means a new base version of a Computer Program that Supplier may
provide under this Agreement. A Major Release is generally identified by the
first number that appears to the left of the first decimal point in a version
number.

                                        4

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

<PAGE>

                                          Software Master Agreement No. 03032360

                               2.29 MINOR RELEASE

"MINOR RELEASE" means a Modification made by Supplier to add Enhancements,
Resolutions, Updates, or any combination thereof, to a Major Release. A Minor
Release is generally identified by one or more numbers preceding or following
one or more decimal points to the right of the first decimal point in a version
number.

                          2.30 MODIFICATION AND MODIFY

"MODIFICATION" and "MODIFY" mean the addition, deletion, correction, and
alteration of code in the Software.

                                    2.31 MSA

"MSA" means the master services Agreement No. 02026713 between SBC and Amdocs
Inc. for Software and Professional Services, dated August 7, 2003, as amended.

                                2.32 NAMED USERS

"NAMED USERS" means Users identified by a proper name, a unique numerical
identifier, or other unique symbol, and a password.

                                2.33 NEW RELEASE

"NEW RELEASE" means any change in Functionality to an existing Software program
or new Functionality added to an existing Software program, which Supplier
offers to SBC and other customers.

                           2.34 NOTICE OF COMPLETION

"NOTICE OF COMPLETION" means a notice, given by Supplier to SBC upon Delivery of
Software or installation of Software, in accordance with the Section entitled
"Acceptance or Rejection."

                                   2.35 ORDER

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

                          2.36 PERMITTED THIRD PARTIES

"PERMITTED THIRD PARTIES" are [**] for the purpose of [**] between them, whether
arising under contract, law, or regulation. Without limiting the generality of
the foregoing, "Permitted Third Parties" may [**]; "Permitted Third Parties" may
also include [**].

                                       5

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

<PAGE>

                                          Software Master Agreement No. 03032360

                         2.37 PUBLISHED SPECIFICATIONS

"PUBLISHED SPECIFICATIONS" means those descriptions of the Software
Functionality including, without limitation, user manuals, whether summarized or
set forth in complete detail, that Supplier normally provides with the Software,
and any other Supplier publication specified in an Order.

                                2.38 RESOLUTION

"RESOLUTION" means a Modification that provides a permanent correction of an
Error. A Resolution may also be referred to as a bug fix, correction, fix,
permanent fix, or solution.

                                 2.39 RESTORAL

"RESTORAL" means a Modification made as a temporary measure to compensate for an
Error until a Resolution can be provided. A Restoral may also be referred to as
a bypass, patch, temporary fix, or workaround.

                                 2.40 REVISION

"REVISION" means an update to the Documentation to reflect the addition,
deletion or correction of the previous version of the Documentation. A Revision
may also be referred to as a documentation update.

                               2.41 SBC AFFILIATE

"SBC AFFILIATE" means any current or future domestic United States business
firm, whether incorporated or not, which controls, is controlled by or is under
common control with SBC, where "control" means the ownership, directly or
indirectly, of a majority interest in an entity by another entity.
Notwithstanding anything to the contrary in the foregoing, [**].

                           2.42 SBC'S SPECIFICATIONS

"SBC'S SPECIFICATIONS" means any descriptions of SBC's unique Functionality
requirements that are incorporated into an Order, whether expressly stated, by
reference, or by an attachment.

                                2.43 SERVICE(S)

"SERVICE(S)" means, but is not limited to, any consultation, installation,
removal, training, technical support, repair, and Maintenance (including
associated engineering and programming) provided herein or pursuant to an Order.

                              2.44 SEVERITY LEVEL

"SEVERITY LEVEL" means the classification assigned by SBC to an Error.

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

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                                          Software Master Agreement No. 03032360

                                 2.45 SOFTWARE

"Software" means a Computer Program that Supplier will provide pursuant to an
Order under this Agreement and the associated Documentation for that Computer
Program, which Computer Programs will be Amdocs' generally released Computer
Programs.

                              2.46 SPECIFICATIONS

"SPECIFICATIONS" means descriptions of those Functionalities that are included
in the Software. The term includes specifications in the applicable Order,
Published Specifications, and SBC's Specifications.

                                  2.47 UPDATE

"UPDATE" means generally released Modifications made by Supplier for the purpose
of maintaining the Software's compatibility/interoperability with other
technologies with which the Software is intended to inter-operate.

                                   2.48 USERS

"USERS" means any SBC employees, agents, temporary workers, and contractors
permitted to access and operate the Software.

                               2.49 VULNERABILITY

"VULNERABILITY" means a condition in the instructions of the Software, whether
consistent with its Specifications or not, that renders the computer on which
the Software is operating susceptible to unauthorized access and use.

                              2.50 WARRANTY PERIOD

"WARRANTY PERIOD" means a term as set forth in the Order of not less than [**]
beginning on the date when SBC Accepts the Software.

                                   2.51 WORK

"WORK" means all Software and Services, collectively, that Supplier is providing
pursuant to Orders placed under this Agreement.

                               3.0 GENERAL TERMS

                          3.1 ACCEPTANCE OR REJECTION

         A.       After the Delivery of the Software or SBC's receipt of Amdocs'
                  certificate of installation, if applicable, SBC will start the
                  system certification testing ("Acceptance Test Period").

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                representatives, except under written agreement.

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                                          Software Master Agreement No. 03032360

         B.       During the Acceptance Test Period, SBC will notify Amdocs
                  immediately in writing of any inconsistency(ies) with the
                  Specifications found by SBC, and Amdocs will promptly correct
                  such inconsistency(ies) and Deliver to SBC the resulting
                  corrections. SBC shall have the right to test the Software
                  after such corrected and/or completed Software is re-Delivered
                  to SBC, and such corrected and/or completed Software shall
                  thereafter be subject to SBC's acceptance or rejection under
                  this Section. The Acceptance Test Period shall be [**];
                  provided, however, [**].

         C.       If the Software conforms with the terms of the applicable
                  Order during the Acceptance Test Period, SBC shall sign and
                  deliver a copy of an Acceptance Letter substantially in the
                  form of Appendix B ("Acceptance Letter") to Amdocs after the
                  completion of the Acceptance Test Period. [**] Acceptance
                  Letter, [**] after the conclusion of the Acceptance Test
                  Period, [**] the end of such Acceptance Test Period.

         D.       [**] during the Acceptance Test Period, [**] under the
                  applicable Order [**] under that Order.

         E.       In no event shall [**] during the Acceptance Test Period [**]
                  following the Acceptance Test Period [**].

                               3.2 SUBCONTRACTING

         A.       Supplier may subcontract Work or engage an Amdocs Affiliate to
                  grant licenses pursuant to the terms of this Section 3.2.
                  Where a portion of the Work is subcontracted or when an Amdocs
                  Affiliate grants licenses, Supplier remains fully responsible
                  for performance thereof and shall be responsible to SBC for
                  the acts and omissions of any licensor, subcontractor and any
                  temporary worker engaged by Amdocs. Any use of a subcontractor
                  that is not an Amdocs Affiliate (but not of a temporary
                  worker) must be either set forth in the applicable Order or
                  otherwise communicated to SBC before commencement of the Work.
                  Supplier shall endeavor to obtain and maintain insurance for
                  acts and omissions of subcontractor in material conformity
                  with the Section 3.17. The Supplier agrees to execute a
                  subcontract with every subcontractor that materially conforms
                  to the terms of this Agreement and, specifically, with the
                  Section 3.17. Furthermore, Supplier agrees to have its
                  subcontractors under the Agreement execute the non-disclosure
                  agreement attached as Appendix K.

         B.       The Parties agree that the temporary workers and
                  subcontractors engaged by Amdocs may from time to time require
                  access to the premises and facilities of SBC for their
                  participation in the performance of this Agreement and the
                  Orders issued hereunder, and that if so requested by Amdocs,
                  SBC shall deal with the personnel of the subcontractors and
                  with any reasonable requests of the

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

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                                          Software Master Agreement No. 03032360

                  subcontractors, in all respects, as if such personnel were the
                  personnel, and such requests were the requests, of Amdocs.

                           3.3 AMENDMENTS AND WAIVERS

This Agreement and any Orders placed hereunder may be amended or modified only
through a subsequent written document signed by the Parties; provided, however,
that [**]. 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. Nothing in this Section 3.3 shall be deemed to limit SBC's right
to terminate Maintenance pursuant to Section 5.6(e). 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.

                                 3.4 ASSIGNMENT

Neither SBC nor Supplier may assign, delegate, subcontract, or otherwise
transfer its rights or obligations under this Agreement except with the prior
written consent of the other Party; provided, however, that [**] this Agreement
and/or its rights or obligations hereunder [**], except that each of Supplier
and SBC may assign its right to receive money due from the other Party hereunder
without the prior consent of the Party obligated to pay money due. It is
expressly agreed that any assignment of a right to receive money due will be
void if (a) the assignor fails to give the non-assigning Party hereto at least
thirty (30) days prior written notice, or (b) such assignment imposes or
attempts to impose upon the non-assigning Party hereto additional costs or
obligations in addition to the payment of such money or attempts to preclude SBC
from dealing solely and directly with Supplier (or its assignee-Affiliate) in
all matters pertaining to this Agreement, or (c) denies, alters or attempts to
alter any rights of the non-assigning Party hereto. Any attempted assignment not
in compliance with the terms of this Section 3.4 will be void.

                                3.5 TERMINATION

         A.       Termination for Cause. Subject to the provisions of Section
                  3.13, either Party may terminate for cause an Order, prior to
                  Acceptance of the Software under such Order, if the arbitrator
                  specified in Section 3.13(C) of this Agreement has made a
                  determination that the other Party has committed a material
                  breach of the applicable Order, provided that (i) before
                  terminating, the first Party has given the defaulting Party a
                  written notice specifying the breach with seventy-five (75)
                  days right to cure, and (ii) the arbitrator has determined
                  that the defaulting Party has committed a material breach of
                  the applicable Order, and has determined the circumstances
                  and/or terms and conditions which shall constitute a cure of
                  such material breach. The arbitrator shall retain jurisdiction
                  over the dispute until such cure has been made. This Section
                  3.5A shall not be construed as limiting the rights of SBC of
                  rejection provided under Section 3.1D.

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                             PROPRIETARY INFORMATION
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   Supplier, their affiliated and subsidiary companies, and their third party
                representatives, except under written agreement.

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                                          Software Master Agreement No. 03032360

         B.       Termination of Affected Orders. The right to terminate an
                  Order for cause shall also include the right to terminate any
                  other Order for cause (including orders under other agreements
                  between SBC and Supplier) which is/are directly affected by
                  the termination of the initially terminated Order.

         C.       Termination for Convenience of the Agreement. Either Party may
                  terminate for convenience this Agreement upon ninety (90) days
                  prior written notice to the other Party setting forth the
                  effective date of such termination.

         D.       Effect of Termination on Orders. The termination of this
                  Agreement for any reason shall not affect the obligations of
                  either Party pursuant to any Orders previously executed
                  hereunder, and the terms and conditions of this Agreement
                  shall continue to apply to such Orders as if this Agreement
                  had not been terminated.

                            3.6 COMPLIANCE WITH LAWS

a.       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 hereto as
         Appendix D, and by this reference made a part of this Agreement.
         Supplier shall [**] comply with this Section.

b.       Supplier shall be responsible for export control - complying with
         Export Administration Regulations (EAR) as defined by the U.S. Bureau
         of Industry and Security (BIS) and embargo regulations. Each Order must
         be reviewed for compliance with the EAR and embargo compliance.
         Additionally each access to SBC systems and all applications that the
         Supplier will access must be reviewed to ensure that such access is in
         compliance with the EAR and embargo regulations.

c.       The Parties acknowledge that certain Software and Services to be
         provided hereunder may be subject to export controls under the laws and
         regulations of the United States, the European Union, the United
         Nations and other jurisdictions. No Party shall export or re-export any
         such items or any direct product thereof or undertake any transaction
         or service in violation of any such laws or regulations. Supplier shall
         be responsible for, and shall coordinate and oversee, compliance with
         such export laws or embargo regulations in respect of such items
         exported or imported by Supplier hereunder.

d.       Supplier is familiar with the Foreign Corrupt Practices Act ("FCPA")
         and in particular the Act's prohibition on payments, or giving anything
         of value, either directly or indirectly, by an American company or a
         company that issues United States securities, to an official of a
         foreign government or to other forbidden recipients for the purpose of
         influencing an act or decision in the official's or recipients
         capacity, or inducing the same

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

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                                          Software Master Agreement No. 03032360

         to influence the foreign government, to assist a company in obtaining
         or retaining business.

e.       Supplier agrees that no part of Supplier's compensation will be used
         for any purpose that could constitute a violation of the FCPA. SBC
         agrees that it does not desire and will not request any service or
         action by Supplier that would constitute such a violation. Supplier
         agrees that it will not hire or in any other way retain a foreign
         official, a foreign political party, or official thereof, or official
         of an international organization or a candidate for foreign political
         office for any purpose relating to or in connection with the Work
         Supplier will perform.

                            3.7 CONFLICT OF INTEREST

Supplier represents and warrants that no officer, director, employee or agent of
SBC has been or will be employed, retained or paid a fee, or otherwise has
received or will receive, any personal compensation or consideration, by or from
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.

                      3.8 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 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 for that Order only.

                            3.9 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

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

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                                          Software Master Agreement No. 03032360

exclusive of any other remedies to which the injured Party may be entitled.
Neither Party shall retain the benefit of inconsistent remedies.

                                  3.10 DELIVERY

Supplier shall Deliver the Software (including all Restorals, Resolutions,
Updates, and New Releases provided under this Agreement) by remote
telecommunications from the Supplier's computer at Supplier's place of business
to SBC's computer identified in the Order. If Delivery by remote
telecommunications is not practicable, the Supplier shall Deliver the Software
by copying the Software directly onto SBC's computer. Supplier will not transfer
any disks, tapes or other tangible property containing the Software (or any
Restorals, Resolutions, Updates, or New Releases) to SBC unless the Order
expressly requires it to do so. If Supplier provides Documentation in tangible
form, Supplier will Deliver tangible copies of Documentation and Revisions to
SBC as follows: (i) if Supplier Delivers the Software to SBC by remote
telecommunications, Supplier will ship copies to SBC in the manner selected by
SBC, either by U.S. Mail or a private carrier; or (ii) if Supplier Delivers
Software by copying the Software directly onto SBC's computer, Supplier will
Deliver tangible copies of the Documentation to SBC at that time. Supplier will
also deliver a Notice of Completion (Appendix C) to SBC at the time Delivery of
the Software and Documentation is completed.

                               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 SBC, and SBC 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 SBC to extend any
         affected Delivery Date or performance date up to the length of time
         that the Force Majeure condition existed. Unless SBC gives written
         notice within thirty (30) days after being notified of the Force
         Majeure condition, option (ii) shall be deemed selected.

                               3.12 FORM OF ORDER

Every Order shall be numbered according to SBC's numbering system and include an
effective date. Every Order, whether submitted in electronic or paper form shall
be deemed to incorporate the provisions of this Agreement by reference. An Order
shall establish the term during which the Parties are obliged to perform their
obligations under the Order, which may extend past the

                                       12

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

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                                          Software Master Agreement No. 03032360

term of this Agreement. An Order shall provide such of information as the clause
governing the purchase transaction may require. If any form (including any
electronic form presented on a Web page or other screen display) containing
pre-printed provisions different from the provisions of this Agreement is used,
such different pre-printed terms shall not apply but shall be disregarded for
all purposes, even if such pre-printed terms are deemed to be additional to, and
not inconsistent with, the terms of this Agreement.

                     3.13 GOVERNING LAW; DISPUTE RESOLUTION

         A.       This Agreement and performance hereunder shall be interpreted,
                  construed, and enforced in accordance with the Laws of the
                  State of Texas, exclusive of its choice of law provisions,
                  except that, if Texas should at any time enact the Uniform
                  Computer Information Transactions Act, otherwise referred to
                  as "UCITA", then this Agreement shall be interpreted,
                  construed, and enforced in accordance with the laws as they
                  stood prior to such enactment, as though UCITA had not been
                  enacted in Texas. The United Nations Convention on Contracts
                  for the International Sale of Goods shall not apply to this
                  Agreement.

         B.       Executive Escalation Process. The Parties shall attempt in
                  good faith to resolve any dispute arising out of or relating
                  to this Agreement or any Order promptly by negotiation between
                  the Parties, including the following escalation process:

<TABLE>
<S>                                                     <C>
SBC's IT Director/Exec Director and Amdocs' Director    Between seven (7) and fourteen (14) days
SBC's Asst. Vice President and Amdocs Vice President    Between seven (7) and Fourteen (14) days
SBC - Amdocs Leadership Council                         Between seven (7) and fourteen (14) days
SBC Vice President and Amdocs Division President        Between seven (7) and fourteen (14) days
</TABLE>

                  If any escalation level does not resolve any matter to the
                  Parties' mutual satisfaction, the persons at such level will
                  jointly brief and provide the next level with all information
                  and background material necessary to resolve the matter
                  through negotiations. Such procedure shall not prejudice any
                  other rights hereunder (e.g., specified time periods shall be
                  extended as necessary to allow for completion of the
                  escalation procedure time periods).

         C.       Binding Arbitration. If the Parties are unable to promptly
                  resolve a dispute informally as specified in the preceding
                  Section, the matter shall be escalated to the SBC chief
                  information officer and the Amdocs chief executive officer.
                  After such senior management escalation, if the dispute
                  nonetheless remains unresolved, the Party alleging a material
                  breach (the "Moving Party") may initiate arbitration by
                  providing the other Party written notice of its intent to
                  arbitrate. For the avoidance of doubt, any controversy or
                  claim arising out of or relating to this Agreement, or any
                  breach thereof, which cannot be resolved using the

                                       13

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

<PAGE>

                                          Software Master Agreement No. 03032360

                  executive escalation procedures, shall be finally resolved
                  under the Commercial Arbitration Rules of the American
                  Arbitration Association ("AAA") then in effect. If the Parties
                  are unable to agree upon an arbitrator within twenty (20)
                  business days of the Moving Party's written notice to
                  arbitrate, the Moving Party may request the American
                  Arbitration Association ("AAA") to appoint an arbitrator. The
                  AAA shall select an arbitrator who can promptly proceed with
                  and strive to conclude the arbitration as specified herein. If
                  a dispute is submitted to an arbitrator, it shall be finally
                  resolved through binding arbitration in New York, New York,
                  according to the Rules of the AAA, except as modified herein.
                  The award rendered by the arbitrator shall be final and
                  binding on the Parties and shall be deemed enforceable in any
                  court having jurisdiction thereof. The arbitration shall be
                  heard by a single arbitrator who shall by training, education,
                  or experience have knowledge of the general subject matter of
                  this Agreement. The arbitrator shall have only the power to
                  award damages, injunctive relief and other remedies to the
                  extent the same would be available in a court of law having
                  jurisdiction of the matter, except that the arbitrator shall
                  not have the power to vary from the provisions of this
                  Agreement. The arbitrator shall promptly commence the
                  arbitration proceeding with the intent to conclude the
                  proceedings and issue a written decision stating in reasonable
                  detail the basis for the award, which must be supported by law
                  and substantial evidence, as promptly as the circumstances
                  demand and permit, but generally no later than ten (10) weeks
                  after the arbitrator's appointment. Each Party acknowledges
                  that it is giving up judicial rights to a jury trial,
                  discovery and most grounds for appeal under the foregoing
                  provision.

         D.       The prevailing Party shall be entitled to recover from the
                  non-prevailing Party the reasonable attorneys' fees, expenses
                  and costs incurred by the prevailing Party in any arbitration.

         E.       The exercise of any remedy provided in this Agreement does not
                  waive the right of either Party to resort to arbitration.

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

                                 3.14 INDEMNITY

         A.       TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY SHALL
                  DEFEND, INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY AND ITS
                  AFFILIATES, (INCLUDING THEIR EMPLOYEES, OFFICERS, DIRECTORS,
                  AGENTS AND CONTRACTORS) AGAINST ANY LIABILITY ARISING FROM A
                  PARTY'S OBLIGATIONS UNDER THIS AGREEMENT OR THE MATERIAL OR
                  SERVICES PROVIDED BY SUPPLIER FOR THIRD PARTY CLAIMS ALLEGING:
                  (1) INJURIES TO PERSONS, INCLUDING DEATH OR DISEASE; (2)
                  DAMAGES TO TANGIBLE PROPERTY,

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

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                                          Software Master Agreement No. 03032360

                  INCLUDING THEFT BUT NOT INCLUDING LOSS OF DATA OR PROGRAMMING;
                  AND (3) FAILURE TO COMPLY WITH ALL LAWS.

         B.       THE LIABILITY OF THE INDEMNIFYING PARTY SHALL NOT EXTEND TO
                  COVER ANY LIABILITIES (OR PORTION THEREOF) ARISING FROM THE
                  ACTIONS OR OMISSIONS OF THE INDEMNIFIED PARTY. THIS INDEMNITY
                  SHALL SURVIVE THE DELIVERY, INSPECTION, AND ACCEPTANCE OF THE
                  MATERIAL OR SERVICES.

         C.       IF ANY SERVICES ARE PERFORMED IN OHIO OR ANY OTHER STATE WHICH
                  PROVIDES EMPLOYER IMMUNITY FROM EMPLOYEE CLAIMS UNDER WORKERS
                  COMPENSATION STATUTES OR SIMILAR LAWS, STATUTES OR
                  CONSTITUTIONAL PROVISIONS, IT IS EXPRESSLY AGREED THAT
                  SUPPLIER SHALL WAIVE ANY IMMUNITY TO THE EXTENT THAT SUPPLIER
                  IS CONTRACTUALLY OBLIGATED HEREUNDER TO DEFEND, INDEMNIFY AND
                  HOLD HARMLESS SBC AND ITS AFFILIATES AGAINST ANY CLAIMS BY
                  EMPLOYEES OF SUPPLIER, WHICH CLAIMS WOULD OTHERWISE BE SUBJECT
                  TO IMMUNITY BY OPERATION OF SUCH LAW, STATUTE OR
                  CONSTITUTIONAL PROVISION (In Ohio, Ohio Revised code 4123.74
                  and 4123.741 and Section 35, Article, II, Ohio Constitution).

         D.       THE PARTY SEEKING INDEMNIFICATION ("INDEMNIFIED PARTY") SHALL
                  NOTIFY THE OTHER PARTY ("INDEMNIFYING PARTY") WITHIN A
                  REASONABLE PERIOD OF TIME OF ANY WRITTEN CLAIM, DEMAND, NOTICE
                  OR LEGAL PROCEEDINGS ("CLAIM") FOR WHICH THE INDEMNIFYING
                  PARTY MAY BE RESPONSIBLE UNDER THIS INDEMNITY OBLIGATION. A
                  DELAY IN NOTICE SHALL NOT RELIEVE THE INDEMNIFYING PARTY OF
                  ITS INDEMNITY OBLIGATION EXCEPT TO THE EXTENT IT CAN SHOW IT
                  WAS PREJUDICED BY THE DELAY.

         E.       THE INDEMNIFYING PARTY SHALL ASSUME, AT ITS EXPENSE, THE SOLE
                  DEFENSE OF THE CLAIM THROUGH COUNSEL SELECTED BY THE
                  INDEMNIFYING PARTY AND SHALL KEEP THE INDEMNIFIED PARTY FULLY
                  INFORMED AS TO THE PROGRESS OF SUCH DEFENSE. UPON REASONABLE
                  REQUEST OF THE INDEMNIFYING PARTY AND AT ITS EXPENSE, THE
                  INDEMNIFIED PARTY SHALL COOPERATE WITH THE INDEMNIFYING PARTY
                  IN THE DEFENSE OF THE CLAIM. AT ITS OPTION AND EXPENSE, THE
                  INDEMNIFIED PARTY MAY RETAIN OR USE SEPARATE COUNSEL TO
                  REPRESENT IT, INCLUDING IN-HOUSE COUNSEL. HOWEVER, IN SUCH
                  EVENT THE INDEMNIFYING PARTY SHALL NEVERTHELESS MAINTAIN
                  CONTROL OF THE DEFENSE. SUBJECT TO THE LIMITATION OF LIABILITY
                  CONTAINED IN SECTION 3.19(B)(1), THE INDEMNIFYING PARTY SHALL
                  PAY THE FULL AMOUNT OF ANY ADVERSE JUDGMENT, AWARD OR
                  SETTLEMENT WITH RESPECT TO THE CLAIM AND ALL OTHER REASONABLE

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

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                                          Software Master Agreement No. 03032360

                  EXPENSES OF THE INDEMNIFIED PARTY DIRECTLY RELATED TO THE
                  RESOLUTION OF THE CLAIM, INCLUDING REASONABLE ATTORNEYS' FEES.
                  IF THE INDEMNIFIED PARTY 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 THE INDEMNIFYING
                  PARTY'S FAILURE TO PROMPTLY ASSUME SUCH DEFENSE, THEN THE
                  INDEMNIFIED PARTY MAY ALSO RECOVER FROM THE INDEMNIFYING PARTY
                  ANY REASONABLE ATTORNEYS' FEES (INCLUDING COST OF IN-HOUSE
                  COUNSEL AT MARKET RATES FOR ATTORNEYS OF SIMILAR EXPERIENCE)
                  AND OTHER REASONABLE COSTS OF ENFORCING ITS INDEMNITY RIGHTS
                  OR ASSUMING SUCH DEFENSE.

                                3.15 INFORMATION

A.       Information furnished by SBC.

         1.       Any Information furnished to Supplier by SBC in connection
                  with this Agreement, including Information provided under a
                  separate nondisclosure agreement in connection with discussion
                  prior to executing this Agreement ("SBC Materials"), shall
                  remain SBC's property. Unless such Information (a) was
                  previously known to Supplier free of any obligation to keep it
                  confidential, or (b) has been or is subsequently made public
                  by SBC or a third party, without violating a confidentiality
                  obligation, or (c) is independently invented by Supplier
                  without reference to the SBC Information, or (d) is required
                  to be disclosed pursuant to law, regulation, judicial or
                  administrative order, or governmental request by an entity
                  authorized by law to make such request, it shall be kept
                  confidential by Supplier, shall be used only in performing
                  under this Agreement (and may be disclosed by Amdocs to Amdocs
                  Affiliates for such purposes), and may not be used for other
                  purposes, except as may be agreed upon between Supplier and
                  SBC 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 destroyed or returned
                  to SBC upon the earlier of (i) SBC's request or (ii) upon
                  termination 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) SBC's request or (ii) upon termination, or
                  expiration of this Agreement, and upon request Supplier shall
                  certify to SBC the destruction of all intangible copies of
                  such Information.

         2.       Subject to Section 3.28 Supplier understands and agrees that
                  any and all field trial results prepared by SBC are and shall
                  remain the property of SBC and are hereby considered SBC's
                  proprietary Information. Therefore, it shall be SBC's option,
                  in its sole discretion, to furnish Supplier copies of such
                  documents or to discuss such documents with Supplier.
                  Supplier's use of field

                                       16

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

<PAGE>

                                          Software Master Agreement No. 03032360

                  trial reports furnished by SBC shall be governed by Section
                  3.28 in addition to the provisions contained in this Section
                  3.15.

B.       Information furnished by Supplier.

         1.       Any Information furnished to SBC by Supplier under this
                  Agreement ("Supplier Information") shall remain Supplier's
                  property. SBC shall use the same degree of care to prevent
                  disclosure of the Supplier Information to others as SBC uses
                  with respect to its own proprietary or confidential
                  Information. Unless such Information (a) was previously known
                  to SBC free of any obligation to keep it confidential, or (b)
                  has been or is subsequently made public by Supplier or a third
                  party, without violating a confidentiality obligation, or (c)
                  is independently invented by SBC without reference to the
                  Supplier Information, or (d) is required to be disclosed
                  pursuant to law, regulation, judicial or administrative order,
                  or governmental request by an entity authorized by law to make
                  such request, the Supplier Information shall be kept
                  confidential by SBC, shall be used only in accordance with
                  this Agreement, and may not be used for other purposes, except
                  as may be agreed upon between Supplier and SBC in writing. All
                  copies of such Information, in written, graphic or other
                  tangible form, excluding materials owned by or licensed to
                  SBC, shall be destroyed or returned to Supplier upon the
                  earlier of (i) Supplier's request or (ii) upon termination or
                  expiration of this Agreement. All copies of such Information
                  in intangible form, such as electronic records, including
                  electronic mail but excluding materials owned by or licensed
                  to SBC, shall be destroyed upon the earlier of (i) Supplier's
                  request or (ii) upon termination, or expiration of this
                  Agreement, and upon request SBC shall certify to Supplier the
                  destruction of all intangible copies of such Information.

         2.       Supplier Information relating to the installation, operation,
                  repair, or maintenance of the Software and Services which are
                  the subject of this Agreement shall be considered to be
                  proprietary or confidential Supplier Information, however SBC
                  may disclose such Information to others for the purpose of
                  installing, operating, repairing, replacing, removing and
                  maintaining the Software for which it was initially furnished
                  in the manner described as follows. All Supplier Information
                  [**] provided to SBC [**] solely for purposes of allowing such
                  vendors to perform their duties on behalf of SBC; prior to
                  [**], SBC will [**] to this Agreement, [**]; but this
                  exclusion does not, and shall not be construed to, limit SBC's
                  rights to disclose its own patented and copyrighted
                  information or its own confidential Information to any party,
                  including materials owned in whole or in part by or assigned
                  to SBC under this Agreement. [**] in the applicable Order
                  [**]Amdocs to SBC. However, [**].

         3.16 INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS

A.       Amdocs' Duty to Indemnify SBC.

                                       17

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

<PAGE>

                                          Software Master Agreement No. 03032360

         1.       Supplier agrees to defend, indemnify and hold SBC 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,
                  or registered U.S. or Canadian patent, trademark, copyright or
                  other proprietary interest of any third party recognized in
                  the U.S. or Canada based on the Software or Services furnished
                  by Supplier to SBC.

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

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

                  i.       Procure for SBC the right to continue using the
                           Software or Service; or

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

         4.       If the Software or Service is purchased or licensed, and
                  neither Subsection 3(i) nor (3)(ii) above is reasonably
                  possible SBC may terminate the applicable Order and require
                  Supplier to remove, or cause the removal and return of, such
                  Software or Service from SBC's location and refund any charges
                  paid by SBC, with a credit for use pro-rated based upon a
                  usable life based on the historical use by SBC of similar
                  Computer Programs.

         5.       In no event will SBC be liable to Supplier for any charges
                  incurred after the date that SBC no longer uses any Software
                  or Service because of actual infringement.

         6.       Supplier agrees to defend or settle, at its own expense, any
                  action or suit for which it is responsible under this Section.
                  SBC agrees to notify Supplier promptly of any claim of
                  infringement and cooperate in every reasonable way to
                  facilitate the defense. Supplier shall afford SBC, at its own
                  expense and with counsel of SBC's choice, an opportunity to
                  participate with Supplier in the defense or settlement of any
                  such claim, provided however that Supplier shall have sole
                  control of such defense or settlement.

         7.       LIMITATIONS. Supplier has no obligation or Liability under
                  this Section 3.16 with respect to any infringement claim which
                  is based upon or results from (i) the combination of any
                  Software with any equipment, device, firmware or software not
                  furnished by Supplier; (ii) any modification of the Software
                  by SBC or its contractors; (iii) unauthorized use of the
                  Software; (iv) SBC's

                                       18

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

<PAGE>

                                          Software Master Agreement No. 03032360

                  failure to install or have installed changes, revisions or
                  updates as instructed by Supplier; or (v) compliance by
                  Supplier with SBC or its contractor's specifications, designs
                  or instructions. SBC agrees to indemnify, defend and hold
                  harmless Supplier against any claim involving acts or
                  omissions by SBC or its contractors as described in items
                  (i)-(v), inclusive, of this Section 3.16(A)(7).

         B.       SBC Duty to Indemnify Supplier.

                  1.       SBC agrees to defend, indemnify and hold Supplier
                           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, or registered U.S.
                           or Canadian patent, trademark, copyright or other
                           proprietary interest of any third party recognized in
                           the U.S. or Canada based on SBC materials furnished
                           by SBC to Supplier.

                  2.       SBC represents and warrants that it has made
                           reasonable independent investigation to determine the
                           legality of its right to license SBC materials as
                           specified in this Agreement.

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

                           i.       Procure the right to continue using the SBC
                                    materials; or

                           ii.      After consultation with Supplier and failure
                                    to obtain (i) after commercially reasonable
                                    efforts, replace or modify SBC materials to
                                    make them substantially similar,
                                    functionally equivalent, non-infringing
                                    materials or Software.

                  4.       SBC agrees to defend or settle, at its own expense,
                           any action or suit for which it is responsible under
                           this Section. Amdocs agrees to notify SBC promptly of
                           any claim of infringement and cooperate in every
                           reasonable way to facilitate the defense. SBC shall
                           afford Supplier, at its own expense and with counsel
                           of Supplier's choice, an opportunity to participate
                           with SBC in the defense or settlement of any such
                           claim, provided however that SBC shall have sole
                           control of such defense or settlement.

                  5.       Limitations. SBC has no obligation or Liability under
                           this Section 3.16 with respect to any infringement
                           claim which is based upon or results from (i) the
                           combination of any SBC materials with any equipment,
                           device, firmware or software not furnished by SBC;
                           (ii) any modification of the SBC materials by Amdocs
                           or its contractors; (iii) unauthorized use of SBC
                           materials; (iv) Amdocs' failure to install or have
                           installed changes, revisions or updates

                                       19

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

<PAGE>

                                          Software Master Agreement No. 03032360

                  as instructed by SBC; or (v) compliance by SBC with Amdocs'
                  specifications, designs or instructions. Amdocs agrees to
                  indemnify, defend and hold harmless SBC against any claim
                  involving acts or omissions by Amdocs or its contractors as
                  described in items (i)-(v), inclusive, of this Section
                  3.16(B)(5).

                                 3.17 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:

                  1.       Workers' Compensation insurance with benefits
                           afforded under the laws of the state in which the
                           Services are to be performed and Employers Liability
                           insurance with minimum limits of $[**] for Bodily
                           Injury-each accident, $500,000 for Bodily Injury by
                           disease-policy limits and $[**] for Bodily Injury by
                           disease-each employee.

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

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

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

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

                  5.       A certificate of insurance stating the types of
                           insurance and policy limits provided the Supplier
                           shall be received within a reasonable time after any
                           request for same by SBC. If a certificate is not
                           received, Supplier hereby authorizes SBC, and SBC
                           may, but is not required to, obtain insurance on
                           behalf of Supplier as specified herein. SBC will
                           either invoice Supplier for the costs incurred to so
                           acquire insurance or will reduce by an applicable
                           amount any amount owed to Supplier.

                                       20

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

<PAGE>

                                          Software Master Agreement No. 03032360

                  6.       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."

                  7.       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.

                           3.18 INVOICING AND PAYMENT

         A.       Payment for Software shall be as set forth in the applicable
                  Order; or if no payment schedule is described in the Order,
                  then as follows: [**]% invoiced upon execution of the Order
                  and [**]% invoiced upon Acceptance of the Software.

         B.       The invoice shall specify in detail, where applicable (1)
                  quantities of each ordered item, (2) unit prices of each
                  ordered item, (3) the estimated amount of tax per item, (4)
                  any relevant item and commodity codes known to Supplier, (5)
                  total amounts for each item, (6) total estimated amount of
                  applicable sales or use taxes, (7) discounts, (8) shipping
                  charges, and (9) total amount due. SBC shall pay Supplier in
                  accordance with the prices set forth in this Agreement within
                  [**] days of the date of receipt of the invoice. Payment for
                  material or Services not conforming to the Specifications (in
                  the event of payments due upon Acceptance), and portions of
                  any invoice in dispute, may be withheld by SBC until such
                  problem has been resolved in accordance with the escalation
                  and arbitration mechanisms described in Section 3.13. If SBC
                  disputes any invoice rendered or amount paid, SBC shall
                  promptly so notify Supplier. The Parties shall use their best
                  efforts to resolve such dispute expeditiously, including
                  escalation to the SBC - Amdocs Leadership Council if
                  necessary.

         C.       Supplier agrees to accept standard, commercial methods of
                  payment and evidence of payment obligation including, but not
                  limited to electronic fund transfers in connection with the
                  purchase of the material and Services.

         D.       Notwithstanding any other remedies available to Amdocs under
                  this Agreement or under applicable law, payment in arrears of
                  more than [**] days shall bear interest from the date payment
                  is due at the rate of two percent (2%) per annum above the
                  prime rate published by the New York Wall Street Journal
                  unless the amount in arrears is disputed in good faith and
                  until such dispute is resolved. Additionally, and without
                  affecting the forgoing, SBC failure to pay any undisputed
                  payment of material amounts under this Agreement within [**]
                  days after such payment becomes due shall be considered a
                  material breach of this Agreement by SBC, subject to the
                  provisions of Section 3.13.

                                       21

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

<PAGE>

                                          Software Master Agreement No. 03032360

         E.       All amounts invoiced and paid under this Agreement shall be
                  invoiced and paid in U.S. Dollars.

                          3.19 LIMITATION OF LIABILITY

         A.       EXCLUSION OF INDIRECT AND CONSEQUENTIAL DAMAGES. EXCEPT AS
                  PROVIDED IN THIS SECTION 3.19, NEITHER PARTY SHALL BE LIABLE
                  TO THE OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL,
                  SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST
                  REVENUE, LOST DATA OR LOST PROFITS, ARISING OUT OF ANY BREACH
                  OF THE OBLIGATIONS OF THIS AGREEMENT, REGARDLESS OF THE THEORY
                  OF RECOVERY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
                  POSSIBILITY OF SUCH DAMAGES. HOWEVER, THE FOLLOWING ELEMENT OF
                  LOSS OR DAMAGE, IF PROVED, SHALL BE DEEMED DIRECT OR GENERAL
                  DAMAGES NOT EXCLUDED OR LIMITED BY THE PRECEDING SENTENCE:

                                    1.   LIABILITY, LOSS, OR DAMAGE FOR WHICH
                                         ONE PARTY IS OBLIGATED TO INDEMNIFY THE
                                         OTHER UNDER THE SECTIONS ENTITLED
                                         "COMPLIANCE WITH LAWS," "INDEMNITY,"
                                         "INFRINGEMENT OF THIRD PARTY
                                         INTELLECTUAL PROPERTY RIGHTS," AND
                                         "INDEPENDENT CONTRACTOR";

                                    2.   LOSS OR DAMAGE PROXIMATELY CAUSED BY A
                                         PARTY'S BREACH OF ITS OBLIGATIONS UNDER
                                         THE SECTION ENTITLED "INFORMATION'; AND

                                    3.   LIQUIDATED DAMAGES AND CREDITS PROVIDED
                                         UNDER ANY PROVISION OF THIS AGREEMENT.

         B.       LIMITATION OF DIRECT AND GENERAL DAMAGES. EXCEPT AS PROVIDED
                  IN THIS SECTION 3.19, NEITHER PARTY SHALL BE LIABLE TO THE
                  OTHER PARTY WITH RESPECT TO ANY ORDER OR THIS AGREEMENT FOR
                  ANY DAMAGES IN EXCESS OF ONE MILLION DOLLARS WITH RESPECT TO
                  ANY ORDER, NOR FOR ANY DAMAGES IN EXCESS OF FIVE MILLION
                  DOLLARS UNDER ALL ORDERS OR THIS AGREEMENT. HOWEVER, THE
                  FOLLOWING ELEMENTS OF LOSS OR DAMAGE, IF PROVED, SHALL NOT BE
                  EXCLUDED OR LIMITED BY THE PRECEDING SENTENCES:

                      1.   LIABILITY, LOSS, OR DAMAGE FOR WHICH ONE PARTY IS
                           OBLIGATED TO INDEMNIFY OR TO REFUND THE OTHER UNDER
                           THE SECTIONS ENTITLED "COMPLIANCE WITH LAWS,"
                           "INDEMNITY," "INFRINGEMENT OF THIRD PARTY
                           INTELLECTUAL PROPERTY RIGHTS," AND "INDEPENDENT

                                       22

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

<PAGE>

                                          Software Master Agreement No. 03032360

                           CONTRACTOR" ; PROVIDED, HOWEVER, THAT, WITH RESPECT
                           TO LOSS, LIABILITY, OR DAMAGE WHICH MAY BE COVERED BY
                           LIABILITY INSURANCE OF THE TYPES REQUIRED IN THE
                           SECTION ENTITLED "INSURANCE," EACH PARTY SHALL AND
                           HEREBY DOES WAIVE ANY CLAIMS DAMAGES IN EXCESS OF THE
                           LIMITS ON INSURANCE MENTIONED IN THAT SECTION;

                      2.   LOSS OR DAMAGE PROXIMATELY CAUSED BY A PARTY'S BREACH
                           OF ITS OBLIGATIONS UNDER THE SECTION ENTITLED
                           "INFORMATION";

                      3.   [**] SOFTWARE THAT IS REJECTED UNDER SECTION 3.1(D).

                      4.   AMDOCS' LIABILITY [**], WHICH IS, HOWEVER, SEPARATELY
                           LIMITED AS PROVIDED IN SECTION 3.20 AND SECTION 5.4;
                           AND

                      5.   SBC's liability to pay for LICENSES GRANTED, Services
                           rendered OR EXPENSES INCURRED UNDER THIS AGREEMENT OR
                           ANY ORDER THERETO.

                                   3.20 [**]

[**] the following [**] provisions and procedures:

a.   [**] Software and/or Services [**]. The Parties shall [**]. If the Parties
     [**] with respect to the [**], (ii) [**] specified hereunder, and/or (iii)
     [**] shall [**] shall be [**].

b.   Notwithstanding the above paragraph, in the event of [**] pursuant to
     Section 3.20(a[**]:

     [**]                            [**]
     [**]                            [**]
     [**]                            [**]
     [**]                            [**]
     [**]                            [**]

[**] shall be [**] and shall be [**]; provided, however, that the amount of
Liquidated Damages taken by SBC shall be [**]. Notwithstanding this Section
3.20(b), there shall [**] under this Section 3.20(b) [**] under this Agreement
[**].

                                       23

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

<PAGE>

                                          Software Master Agreement No. 03032360

                       3.21 MBE/WBE/DVBE (AND APPENDICES)

     A.   SBC seeks to give minority-, women- and Disabled Veteran-owned
          businesses the maximum opportunity to participate in the performance
          of its contracts; current goals are MBE-15%, WBE-5%, and DVBE-1.5%.
          Within twelve (12) months of the Effective Date of this Agreement, and
          for each year thereafter, Amdocs commits to goals for the
          participation of MBE/WBE and DVBE firms (as defined in Section 3.22
          below entitled "MBE/WBE/DVBE Termination") as follows: MBE - 4%
          percent annual MBE participation; WBE - 2% percent annual WBE
          participation; and DVBE - 0% percent annual DVBE participation. These
          goals apply to all annual expenditures by any entity pursuant to this
          Agreement with Amdocs. Amdocs agrees to meet in good faith to evaluate
          with SBC on annual basis whether Amdocs can increase participation
          over the life of the Agreement.

                      3.22 MBE/WBE/DVBE TERMINATION CLAUSE

     A.       Supplier agrees that falsification or misrepresentation of, or
              failure to report a disqualifying change in, the MBE/WBE/DVBE
              status of Supplier or any subcontractor utilized by Supplier, or
              Supplier's failure to comply in good faith with any MBE/WBE/DVBE
              utilization goals established by Supplier, or Supplier's failure
              to cooperate in any investigation conducted by SBC, or by SBC's
              agent, to determine Supplier's compliance with this Section, will
              constitute a material breach of this Agreement. In the event of
              any such breach, SBC may, at its option, pursue termination
              through the Dispute Resolution procedures of Section 3.13 upon
              thirty (30) days notice where such breach remains uncured by
              Amdocs at the end of the notice period. Supplier acknowledges and
              agrees that SBC shall not be subject to Liability, nor shall
              Supplier have any right to suit for damages as a result of such
              termination.

     B.       For purchases under this Agreement by Pacific Bell, Pacific Bell
              Directory, Pacific Bell Mobile Services, Pacific Bell Information
              Services, Pacific Bell Communications, and any other entity
              operating principally in California (collectively "California
              Affiliates"), Minority and Women Business Enterprises (MBEs/WBEs)
              are defined as businesses which satisfy the requirements of
              Subsection D below and are certified as MBEs/WBEs by the
              California Public Utilities Commission Clearinghouse
              ("CPUC-certified").

     C.       For purchases under this Agreement by any entity that is not a
              California Affiliate, MBEs/WBEs are defined as businesses which
              satisfy the requirements of Subsection D below and are either
              CPUC-certified or are certified as MBEs/WBEs by a certifying
              agency recognized by SBC.

                                       24

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

<PAGE>

                                          Software Master Agreement No. 03032360

     D.       MBEs/WBEs must be at least fifty-one percent (51%) owned by a
              minority individual or group or by one or more women (for
              publicly-held businesses, at least fifty-one percent (51%) of the
              stock must be owned by one or more of those individuals), and the
              MBEs/WBEs' management and daily business operations must be
              controlled by one or more of those individuals, and these
              individuals must be either U.S. citizens or legal aliens with
              permanent residence status. For the purpose of this definition,
              minority group members include male or female Asian Americans,
              Black Americans, Filipino Americans, Hispanic Americans, Native
              Americans (i.e., American Indians, Eskimos, Aleuts and Native
              Hawaiians), Polynesian Americans, and multi-ethnic (i.e., any
              combination of MBEs and WBEs where no one specific group has a
              fifty-one percent (51%) ownership and control of the business, but
              when aggregated, the ownership and control combination meets or
              exceeds the fifty-one percent (51%) rule). "Control" in this
              context means exercising the power to make policy decisions.
              "Operate" in this context means actively involved in the
              day-to-day management of the business and not merely acting as
              officers or directors.

     E.       For purchases under this Agreement by California Affiliates, DVBEs
              are defined as business concerns that satisfy the requirements of
              Subsection G below and are certified as DVBEs by the California
              State Office of Small and Minority Business (OSMB). The DVBE must
              be a resident of the State of California, and must satisfy the
              requirements of Subsection G below.

     F.       For purchases under this Agreement by any entity that is not a
              California Affiliate, DVBEs are defined as any business concern
              that satisfies the requirements of Subsection G below and is
              either a defined DVBE for purchases by California Affiliates, or
              is certified as a DVBE by a certifying agency recognized by SBC.

     G.       The DVBE must be (i) a non publicly-owned enterprise at least
              fifty-one percent (51%) owned by one or more disabled veterans; or
              (ii) a publicly-owned business in which at least fifty-one percent
              (51%) of the stock is owned by one or more disabled veterans; or
              (iii) a subsidiary which is wholly owned by a parent corporation,
              but only if at least fifty-one percent (51%) of the voting stock
              of the parent corporation is owned by one or more disabled
              veterans; or (iv) a joint venture in which at least fifty-one
              percent (51%) of the joint venture's management and control and
              earnings are held by one or more disabled veterans. In each case,
              the management and control of the daily business operations must
              be by one or more disabled veterans. A disabled veteran is a
              veteran of the military, naval or air service of the United States
              with a service-connected disability. "Management and control" in
              this context means exercising the power to make policy decisions
              and actively involved in the day-to-day management of the business
              and not merely acting as officers or directors.

                                       25

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

<PAGE>

                                          Software Master Agreement No. 03032360

                          3.23 [INTENTIONALLY OMITTED]

                           3.24 NON-EXCLUSIVE MARKET

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

                                  3.25 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 via electronic
         communications, including, but not limited to, electronic mail and
         facsimile communications, or (iii) when received, if provided by an
         overnight or similar delivery service, or (iv) when received, if
         deposited in the United States Mail, postage prepaid, return receipt
         requested, and addressed as follows:

To:               AMDOCS SOFTWARE SYSTEMS LIMITED
                  Regus House, 2nd Floor
                  Harcourt Centre, Harcourt Road
                  Dublin 2, Ireland
                  Attn: General Manager

To:               SBC Services Inc.
                  2600 Camino Ramon 4E453
                  San Ramon, CA 94583
                  Attn: Director, Enterprise Application Software Contracting

                  with copy to:

                  SBC Services, Inc.
                  2600 Camino Ramon - 2W803
                  San Ramon, CA 94583
                  Attn: Senior Counsel

b.       The addresses and facsimile telephone numbers 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.

                                       26

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

<PAGE>

                                          Software Master Agreement No. 03032360

              3.26 ORDER PLACED BY OR ON BEHALF OF SBC AFFILIATES

SBC Affiliates may place Orders with Supplier that incorporate the provisions of
this Agreement, or SBC may place an Order on behalf of an SBC Affiliate. In
either case, when incorporating the provisions of this Agreement into any such
Order, the name "SBC" shall be deemed to refer to such SBC Affiliate, in lieu of
SBC Services, Inc. An SBC Affiliate will be responsible for its own obligations
under such Order, including, but not limited to, all charges incurred in
connection with such Order. Nothing in this Agreement will be [**] anything in
this Agreement [**].

                            3.27 ORDER OF PRECEDENCE

In the event of any conflict or inconsistency between provisions of this
Agreement and the provisions of an Order the following order precedence shall
control: (i) the Order; (ii) the Agreement; but only for purposes of such Order
and, except for such Order, the terms and conditions of this Agreement shall not
be deemed to be waived, amended or modified.

                                 3.28 PUBLICITY

Supplier shall not use SBC's or its affiliates' names or any language, pictures,
trademarks, service marks or symbols which could, in SBC's judgment, imply SBC's
or its affiliates' identity or endorsement by SBC, 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 SBC'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 SBC for written approval, prior to
publication, all Publicity Matters that mention or display SBC'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.

                             3.29 QUALITY ASSURANCE

         For the term of this Agreement, Amdocs software development
         organization(s) will have a quality program in place.

         A.       [**]ASSESSMENT. Amdocs' software development organization(s)
                  that are supporting SBC software development will endeavor in
                  good faith to apply for, schedule, and complete a [**]
                  Assessment within [**] years from the Effective Date, as
                  prescribed by the [**]. Amdocs' Maintenance resources shall
                  follow the SBC quality assurance program and process.

         B.       SUPPLIER PERFORMANCE PROGRAM. Both Parties hereby agree to
                  participate in the Supplier Performance Program ("Program")
                  described below. The Program will assist Amdocs in
                  self-identifying areas of deficiency that may develop in
                  Amdocs' performance as it relates to fulfilling its
                  obligations under this Agreement. Participation in or use of,
                  the Program does not negate or diminish Amdocs'
                  responsibilities as it relates to its requirements to perform
                  its obligation

                                       27
                             PROPRIETARY INFORMATION
   The information contained herein is not for use or disclosure outside SBC,
   Supplier, their affiliated and subsidiary companies, and their third party
                representatives, except under written agreement.

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                                          Software Master Agreement No. 03032360

                  as defined elsewhere in this Agreement nor does it negate,
                  diminish or waive SBC's rights or remedies as defined
                  elsewhere in this Agreement. If there is a conflict between
                  the Program and other sections of this Agreement the other
                  sections of this Agreement shall control. The Parties intent
                  is that documentation requirements under the Program will be
                  satisfied by other documentation obligations provided for
                  elsewhere in this Agreement. Accordingly, the Parties do not
                  anticipate that compliance with the Program will impose upon
                  Amdocs obligations above that otherwise provided for in this
                  Agreement.

                  Amdocs shall:

                  1.  Monitor its performance relative to certain mutually
                      agreed measurable performance indices such as Software
                      performance, service performance, and on time Delivery.
                      Performance measurements collected for the purposes of the
                      Program will be defined by the Parties from time to time.

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

                  3.  Conduct a self-evaluation of its performance based on the
                      analysis of the data reported. In those areas where
                      Amdocs' performance deviates from agreed and identified
                      acceptable performance levels, Amdocs shall develop and
                      submit specific performance improvement plans to SBC
                      detailing Amdocs' plans to correct such deficiencies.

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

                  SBC shall:

                  1.  Work with Amdocs to define by mutual agreement the data
                      requirements that Amdocs will monitor and report.

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

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

                                       28

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

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                                          Software Master Agreement No. 03032360

                  4.  Cooperate with Amdocs to address areas in which the
                      Parties agree that SBC can help to improve Amdocs' ability
                      to meet agreed performance metrics.

                            3.30 RECORDS AND AUDITS

         Supplier agrees that it will:

         A.       Maintain complete and accurate records of all amounts billable
                  to and payments made by SBC related to Software and Services
                  provided by Supplier to SBC, in accordance with Generally
                  Accepted Accounting Principles and Practices, uniformly and
                  consistently applied in a format that will permit audit;

         B.       Retain such records and reasonable billing detail for a period
                  of at least [**] years from the date of final payment for
                  Software and Services;

         C.       Provide reasonable supporting documentation to SBC concerning
                  any disputed invoice amount within thirty (30) calendar days
                  after receipt of written notification of such dispute; and

         D.       Provide all records required under this Section 3.30 for audit
                  by a mutually acceptable independent third party auditor (who
                  shall have signed a confidentiality agreement with Amdocs
                  substantially in the form of Appendix I) appointed by SBC at
                  its expense, on reasonable advance notice, no more than once
                  in any twelve (12) month period, and during normal business
                  hours, either (i) in the event of a dispute between SBC and
                  Amdocs hereunder, or (ii) for the purpose of verifying that
                  Amdocs is complying with its obligations hereunder.

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

                          3.32 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," "Indemnity," "Information," "Infringement of Third Party
Intellectual Property Rights," "License Fee," "Publicity," "Severability,"
"Software License", "Support and Maintenance," and "Warranties and
Representations," will survive the termination, cancellation or expiration of
this Agreement.

                                       29

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

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                                          Software Master Agreement No. 03032360

                                   3.33 TAXES

         A.       Supplier's rates, fees, and other charges set forth in the
                  Agreement and any Order excludes taxes that Supplier may be
                  called upon to pay as a result of the transaction, such as
                  U.S. taxes that are levied upon or measured by the value of
                  sale, services, or license furnished under an Order, or any
                  price or fee paid by SBC under this Agreement, such as a sales
                  tax, service tax, excise tax, and other similar taxes
                  (collectively "excluded taxes"). SBC is not obligated to pay
                  or to reimburse Supplier for Supplier's income taxes, U.S.
                  withholding taxes, non-U.S. withholding taxes, or for any
                  other taxes that would not be payable if Supplier were a U.S.
                  licensor (including value added taxes imposed by jurisdictions
                  outside the U.S.), which are expressly excepted from the
                  category of excluded taxes. Supplier shall invoice SBC for
                  excluded taxes as a separate item on the invoice, listing the
                  taxing jurisdiction imposing the tax and SBC shall pay or
                  reimburse Supplier for such excluded tax when SBC pays its
                  invoice. Non-taxable charges must be separately stated. SBC
                  agrees to pay all applicable excluded taxes to Supplier.
                  Supplier agrees to remit such excluded taxes to the
                  appropriate taxing authorities.

                  Alternatively, each Party agrees that it will honor properly
                  prepared tax exemption certificates or other mandated document
                  evidencing a Party's exemption from payment, which may be
                  submitted, pursuant to the relevant tax provisions of the
                  taxing jurisdiction.

                  Should any non-excluded tax be imposed in connection with
                  transactions governed by the Agreement and any Order, Supplier
                  shall accept the rate, fee, or other charge set forth in the
                  Agreement or any Order net of any non-excluded tax as full
                  settlement of the invoice. In no event shall SBC be required
                  to "gross-up" or increase any payment to Supplier under this
                  Agreement due to such payment being subject to a lawfully
                  levied withholding tax.

                  Supplier agrees to provide to SBC all relevant tax information
                  and documents required by statute, regulation, administrative
                  pronouncement or tax treaty by reason that Supplier is an
                  Irish Corporation.

         B.       Except as stated in subparagraph C of this Section, Supplier
                  agrees to pay, and to hold SBC harmless from and against, any
                  penalty, interest, additional tax, or other charge that may be
                  levied or assessed as a result of the delay or failure of
                  Supplier, to pay any tax or file any return or information
                  required by law, rule or regulation or by this Agreement to be
                  paid or filed by Supplier. [**].

         C.       Upon SBC's request, the Parties shall consult with respect to
                  the basis and rates upon which Supplier shall pay any taxes or
                  fees for which SBC is obligated to reimburse Supplier under
                  this Agreement. If SBC determines that in its opinion any such
                  taxes or fees are not payable, or should be paid on a basis
                  less than the full price or at rates less than the full tax
                  rate, Supplier shall make payment in

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   Supplier, their affiliated and subsidiary companies, and their third party
                representatives, except under written agreement.

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                                          Software Master Agreement No. 03032360

                  accordance with such determinations and SBC shall be
                  responsible for such determinations. If collection is sought
                  by the taxing authority for a greater amount of taxes than
                  that so determined by SBC, Supplier shall promptly notify SBC.
                  Supplier shall cooperate with SBC and consider any request to
                  contest such determination, but SBC shall be responsible and
                  shall reimburse Supplier for any tax, interest, or penalty in
                  excess of its determination. If SBC desires to request
                  Supplier to contest such collection, SBC shall promptly notify
                  Supplier. If SBC determines that in its opinion it has
                  reimbursed Supplier for sales or use taxes in excess of the
                  amount that SBC is obligated to reimburse Supplier, SBC and
                  Supplier shall consult to determine the appropriate method of
                  recovery of such excess reimbursements. Supplier shall credit
                  any excess reimbursements against tax reimbursements or other
                  payments due from SBC if and to the extent Supplier makes
                  corresponding adjustments to its payments to the relevant tax
                  authority. At SBC's request, Supplier will consider timely
                  filing any claims for refund and any other documents required
                  to recover any other excess reimbursements, and shall promptly
                  remit to SBC all such refunds and interest received.

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

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

         F.       SBC and Supplier agree that they will reasonably cooperate
                  with each other with respect to any tax planning to minimize
                  taxes. The degree of cooperation contemplated by this Section
                  is to enable any resulting tax planning to be implemented and
                  includes, but is not limited to: (i) Supplier's installing and
                  loading all of the Software licensed by SBC under this
                  Agreement and retaining possession and ownership of all
                  tangible personal property, (ii) Supplier installing, loading
                  and/or transferring the Software at a location selected by
                  SBC, and (iii) Supplier Delivering all of the Software in
                  electronic form. SBC agrees to bear all reasonable external
                  (paid to third parties), additional expenses incurred by
                  Supplier to comply with the provisions of this subsection.
                  Supplier's cooperation

                                       31

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

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                                          Software Master Agreement No. 03032360

                  shall not be viewed as any agreement with, or guarantee of,
                  the taxability or non-taxability of the transaction.

                      3.34 WARRANTIES AND REPRESENTATIONS

A.       Supplier warrants and represents that:

a.       Supplier shall take commercially reasonable actions and precautions to
         cause Software Delivered under this Agreement to be free of
         Vulnerabilities and Harmful Code and without limiting Amdocs' other
         obligations under this Agreement, [**] under this Agreement, Amdocs
         shall provide [**] such Vulnerabilities and Harmful Code and shall [**]
         such Vulnerabilities and Harmful Code and, if the Vulnerabilities and
         Harmful Code [**];

b.       Following Delivery, Supplier shall [**] under [**];

c.       During the Warranty Period, all Software delivered under this Agreement
         shall comply with the Specifications in all material respects;

d.       SBC's Use and display of the Software in the form delivered, and in
         accordance with Specifications and the terms of this Agreement, will
         not result in the infringement of any copyright, trademark, service
         mark, mask work, or United States patent, nor will such Use result in a
         valid claim of misappropriation of any trade secret;

e.       Supplier possesses sufficient rights, interests, licenses, and title to
         the Software to enable Supplier to perform its obligations under this
         Agreement, whether derived from invention, creation, authorship,
         assignment, or license from another party or parties;

f.       To the best of Supplier's knowledge, there is no pending or threatened
         litigation which, if resolved against Supplier as a party, would have a
         material adverse effect upon Supplier's ability to perform under this
         Agreement;

g.       All Software delivered under this Agreement shall be free of liens,
         encumbrances, and security interests of any kind;

h.       No consent, approval, or withholding of objection of any other party,
         including any branch or agency of government, is required as required
         as a condition of Supplier's entering into or performing under this
         Agreement;

i.       The foregoing warranties are not subject to any condition to be
         performed by SBC; and

j.       The foregoing warranties shall survive Delivery, installation,
         Acceptance, and payment.

Amdocs shall, [**] in Section 3.34(A)(c), [**] in accordance with the provisions
of Article 5.0.

B.       THE WARRANTIES STATED IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU
         OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY,

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

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                                          Software Master Agreement No. 03032360

         EXPRESS, OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED
         WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
         WHICH AMDOCS EXPRESSLY DISCLAIMS.

                              4.0 Software License

                                   4.1 ORDER

An Order, substantially in the form of Appendix G, placed under this Agreement
shall include the information specified in Subsection a, and may include the
information in Subsection b as applicable.

a.       The following should be included in any Order at a minimum:

         1.   SBC Order number;

         2.   The Software to be licensed under the Order, identified by its
              name, the number of its Major Release, and the number of the
              latest Minor Release to be included in the Delivery. An obligation
              to Deliver an identified Minor Release includes a cumulative
              obligation to Deliver all earlier Minor Releases to the same Major
              Release;

         3.   The date of Delivery and method of Delivery elected by SBC (that
              is, by "telecommunications" or by Supplier installation).

         4.   The license fee and subsequent license fees, if any.

         5.   The Maintenance Fee, if any, for the initial Maintenance Period,
              if the license is perpetual;

         6.   The billing address at which Supplier's invoices shall be rendered
              for payment;

         7.   The telephone number that SBC may call to report Errors and
              Vulnerabilities; and

         8.   Any specially negotiated terms conditions unique to the
              transaction at hand.

b.       The following should be considered in each Order, if applicable:

         1.   The Published Specifications of the Software and the SBC
              Specifications, if any;

         2.   A statement that provides for the inclusion of source code and
              Design Materials if it is to be included in the Delivery;

         3.   The Designated System;

         4.   The Designated Site;

         5.   The maximum number of permitted Users, Concurrent Users and Named
              Users, and servers permitted under this license;

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

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                                          Software Master Agreement No. 03032360

         6.   The maximum aggregate processing speed of all the machines on
              which Software may be installed and operated, if applicable,
              expressed in terms of "million of instructions per second"
              (MIPS),"megahertz," (MHz) or other similar measures of limitation;

         7.   If Design Materials are to be Delivered in the Order, the location
              of where they shall be Delivered; and

         8.   Training requirements.

c.       Amdocs shall, [**] under this Agreement, [**] that will [**].

                               4.2 LICENSE GRANT

Supplier grants to SBC a non-exclusive, non-transferable (except as set forth in
Section 3.4), perpetual, irrevocable (subject to full payment (except of amounts
in good faith dispute)) license to copy (as expressly permitted herein), Modify
(as expressly permitted herein), and operate (collectively, "Use") (i) the
Software identified in an Order, and (ii) all New Releases, Restorals,
Resolutions, and Updates, and all Revisions relating to them, that Supplier
shall make to such Software which are provided by Supplier to SBC under this
Agreement. A license granted under this Agreement does not convey or transfer
ownership of any copy of Software. SBC promises to limit its Use of the Software
as set forth in the following Section entitled "Limitations on Use" and in the
applicable Order.

                                4.3 LICENSE FEE

a.       The license fee shall be specified in the Order. If the license fee is
         based upon a limitation on the number of Users, Named Users, or
         Concurrent Users authorized to use the Software and servers (as all may
         be detailed in the Order) (the "Use Parameters") then SBC may amend the
         Order at any time, to increase such Use Parameters, by paying an
         additional fee, as agreed by the Parties, which shall be set forth in
         the applicable Order.

b.       SBC's Use Parameters, if applicable, will be reviewed every six (6)
         months, commencing on the first business day of the last calendar month
         of the first full calendar quarter following execution of this
         Agreement and on each six month anniversary thereafter (the
         "Verification Date") to verify whether SBC's use has exceeded the Use
         Parameters set forth in the applicable Order. The use levels as of each
         Verification Date shall be notified by SBC to Amdocs, and upon Amdocs'
         request, certified to Amdocs by an officer of SBC within thirty (30)
         days of the Verification Date. If the level of SBC's use at the time of
         such review, as compared to the level of use at the previous
         Verification Date has increased, then SBC will pay Amdocs subsequent
         license fees if and to the extent specified in the applicable Order, in
         accordance with such increase. Upon reasonable prior notice, but no
         more than once per calendar year, Amdocs shall have the right, through
         an independent auditor of national standing reasonably acceptable to
         SBC to be appointed by Amdocs at Amdocs' expense, to audit during
         normal business hours SBC's records relating to SBC's use levels
         relating to the Software solely for the purpose

                                       34

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

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                                          Software Master Agreement No. 03032360

         of confirming SBC's use levels. Such audit shall be subject to SBC's
         standard confidentiality and security requirements. If the use level
         revealed by such audit is seven percent (7%) or more larger than the
         level provided to Amdocs by SBC, then without derogating from Amdocs'
         rights hereunder, Amdocs may issue an invoice to SBC for, and SBC shall
         reimburse Amdocs against such invoice, the costs of such independent
         audit. Amdocs may issue an invoice to SBC for, and SBC will pay against
         such invoice, subsequent license fees in its entirety to Amdocs no
         later than thirty (30) days following the Verification Date or, if
         applicable, thirty (30) days after an audit report issued in accordance
         with this Section showing subsequent license fees are due.

                             4.4 LIMITATIONS ON USE

a.   Internal Use - SBC will Use the Software only to perform and record the
     transactions of SBC [**]. SBC will not Use the Software to operate a
     commercial time-sharing service or commercial service bureau (i.e.,
     providing transaction services as a part of an independent revenue-creating
     business) for anyone [**]. SBC may [**] to the extent that [**].
     Notwithstanding the foregoing, [**]. For the avoidance of doubt, the
     Parties may [**].

b.   Designated Site - SBC may [**] a Designated Site. [**] at a Designated [**]
     the Designated Site, SBC may [**] Designated Site [**] the Designated Site,
     and during [**] the Designated Site. SBC may maintain backup and archival
     copies of the Software at a location other than the Designated Site. SBC
     may conduct Acceptance Tests at a location other than the Designated Site.
     If an Order identifies both a Designated Site and a Designated System, the
     license granted under the Order shall be a Designated System license and
     not a Designated Site license. In such a case, the information concerning
     the Designated Site shall be deemed to be included only for the purpose of
     identifying the location of the Designated System at the time of Delivery.

c.   Designated System - [**], SBC may [**] a Designated System. If SBC moves
     the work operations previously performed on a Designated System to a new
     machine, system, or network, then SBC may transfer the license to such new
     machine, system, or network, which shall thereupon become the new
     Designated System in place of the former Designated System. During [**],
     SBC may [**] the Designated Site.

d.   Users - SBC may [**] Use the Software. SBC may [**]. SBC [**]. SBC may
     reassign Named User passwords as long as they do not exceed the limit of
     Named Users. SBC may permit Permitted Third Parties to access the Software
     in order to complete their transactions with SBC, subject to any limit an
     Order may place on the number or type of Users.

e.   Processing Speed - SBC may [**] processing speed [**].

f.   Number of Copies - SBC may make, store, and operate any number of copies of
     the Software, unless an Order expressly promises to limit the number of
     copies that SBC may operate under the license. If an Order expressly limits
     the number of copies that SBC may operate, then SBC may make and store a
     reasonable number of additional copies, above that limit, solely for backup
     and archival purposes.

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                             PROPRIETARY INFORMATION
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   Supplier, their affiliated and subsidiary companies, and their third party
                representatives, except under written agreement.

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                                          Software Master Agreement No. 03032360

g.   Distribution and Transfer - Except as permitted in Section 3.4, SBC will
     not distribute any copy of any Software or transfer license granted under
     this Agreement to any unlicensed entity, or grant a sublicense to any other
     party, without the prior written consent of Supplier.

h.   Modification - SBC may Modify the Software only by use of the capabilities
     provided within the Software itself unless the provisions of this Agreement
     or an Order expressly entitle SBC to receive and use source code and other
     Design Materials associated with the Software.

i.   Reverse Engineering - SBC will not engage in any reverse engineering
     process intended to uncover and disclose the source code, when the
     modification capabilities provided within the Software do not enable it to
     do so, unless provisions of this Agreement or the Order expressly provide
     that SBC has the right to receive source code or other Design Materials
     associated with the Software and Supplier or its escrow agent have failed
     to turn them over following a proper demand from SBC.

                                4.5 MODIFICATION

SBC may alter, modify, add or make other changes to Software provided hereunder
at its own risk and expense or, subject to Section 3.15, contract with third
parties for such modifications. SBC shall notify such third parties of their
non-disclosure obligations. The conditions and charges, if any, for Supplier
support of such modifications shall be subject to separate agreement between SBC
and Supplier. Such Modifications shall be subject to the limitations on
Maintenance set forth in Section 5.1(e). [**] Modification shall [**].

                          4.6 SOURCE CODE AVAILABILITY

a.   [**], Supplier shall provide [**]. Supplier shall [**], during the term of
     this Agreement, Supplier shall [**].

b.   Supplier shall [**] subject to and in accordance with [**], Supplier shall
     [**] pursuant to the [**] during the term of [**]. SBC shall [**] shall be
     [**].

                                   4.7 TITLE

SBC acknowledges Supplier's representation and agrees that, as between the
Parties, all right, title, and interest to, and all copyrights, patents, trade
secrets and/or any other intellectual property rights in, the Software are and
will remain solely the property of Supplier and/or Supplier's licensors (or
affiliates). SBC is granted no title or ownership rights in the Software.

                          5.0 Support and Maintenance

                    5.1 ERROR SEVERITY LEVEL CLASSIFICATION

a.   Supplier's Obligation to Provide a Resolution - If SBC encounters an Error,
     Harmful Code or Vulnerability in the course of SBC's use of the Software
     and reports the Error to Supplier as provided in this Section, then
     Supplier shall proceed to provide a Restoral, if applicable, and a
     Resolution to SBC within the time required by this Section.

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                             PROPRIETARY INFORMATION
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   Supplier, their affiliated and subsidiary companies, and their third party
                representatives, except under written agreement.

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                                          Software Master Agreement No. 03032360

b.   Reporting and Classification of Errors - SBC's authorized representative
     may report an Error, Harmful Code or Vulnerability by placing a telephone
     call to Supplier's nationwide toll free number designated by Supplier to
     receive such reports. When making such a report, SBC's representative
     shall: report local time at which the call is placed; identify the Computer
     Program affected by name, Major Release, and Minor Release; identify the
     computer on which the Error was encountered; describe the unintended
     results that the computer is producing or the intended results that the
     computer is failing to produce; provide the call-back telephone number at
     which SBC's authorized representative can be reached; and assign a Severity
     Level to the Error as follows. SBC's authorized representative shall
     assign:

     1.  "Severity Level 1" [**] at a time [**] normal business operations;

     2.  "Severity Level 2" to an Error, other than an Error of Severity Level
         1, that [**] at a time [**] normal business operations;

     3.  "Severity Level 3" to an Error, other an Error of Severity Level 1 or
         Severity Level 2, that [**] normal business [**]; and

     4.  "Severity Level 4" to any Error other than an Error of Severity Level
         1, Severity Level 2, or Severity Level 3.

c.   Variations - The obligations of Section 5.2 ("Error Severity Resolutions
     Plan") through Section 5.4 ("Error Severity [**]") may be adjusted by
     mutual agreement of the Parties reflected [**] this Article 5.0).

d.   Installation of Maintenance Modifications and Bug Fixes - SBC shall install
     Maintenance Modifications and bug fixes provided by Amdocs, test and
     implement such corrections and perform any clean-up activity required to
     correct side effects of the Error.

e.   Limitations on Maintenance/Warranty - Amdocs shall not be obligated to
     correct problems in Computer Programs or Software developed or modified by
     SBC or any third party, including Computer Programs added to or
     interoperating with the Software or arising from use inconsistent with
     requirements stated in the Documentation; provided, however, that Amdocs
     shall be required to respond to service calls reporting such problems and
     to determine to SBC's reasonable satisfaction that the Amdocs Software is
     not responsible for the problem or the inconsistent use giving rise to the
     reported problem. Amdocs may correct an Error by providing SBC with
     reasonable operating instructions that correct the Error if such operating
     instructions do not conflict with, and are not inconsistent with, the terms
     of this Agreement or the applicable Order. All corrections to the Software
     will be performed only by Amdocs. Amdocs shall not be responsible to the
     extent any party other than Amdocs corrects the Software in any manner.
     Additionally, Maintenance does not encompass the remediation of problems or
     bugs determined by Amdocs to have been caused by the failure or malfunction
     of any software, tools, equipment, or facilities not provided by Amdocs. In
     the event a problem has been reported to Amdocs and it is found that the
     problem is not an Error, Amdocs shall have no obligation to correct such
     problem; provided, however, that, if Amdocs incurs any out-of-pocket
     expenses in dispatching an Amdocs employee to work on-site at SBC to fix a
     problem that is found not to be an Error, SBC shall reimburse Amdocs for
     such documented expenses incurred, in accordance with SBC's expense policy.
     Amdocs shall only be required to provide Maintenance [**].

                                       37

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

<PAGE>

                                          Software Master Agreement No. 03032360

                       5.2 ERROR SEVERITY RESOLUTION PLAN

Supplier shall respond to a Severity Level report from SBC, as follows:

a.   Supplier's authorized representative shall [**] Supplier has [**], in the
     case of a Severity Level 1 report; (ii) [**], in the case of a Severity
     Level 2; (iii) [**] in the case of Severity Level 3; [**], in the case of a
     Severity Level 4.

b.   Supplier shall [**], in the case of a Severity Level 1 report; [**], in the
     case of a Severity Level 2; and (iii) [**], in the case of a Severity Level
     3.

c.   [**], Supplier shall [**] in the case of a Severity Level 1; (ii) [**], in
     the case of a Severity Level 2; (iii) [**], in the case of a Severity Level
     3; and (iv) [**], in the case of a Severity Level 4.

d.   In any event, Supplier shall [**], in the case of a Severity Level 1; (ii)
     [**], in the case of a Severity Level 2; (iii) [**], in the case of
     Severity Level 3; and (iv) [**], in the case of a Severity Level 4.

e.   [**], in the case of a Severity Level 1 or (ii)[**], in the case of a
     Severity Level 2, then, [**] under this Agreement, Supplier shall [**].

f.   Continuation of Obligation Resolution Plan - Supplier's obligations under
     this Section 5.2 shall [**].

                       5.3 ERROR SEVERITY ESCALATION PLAN

If Supplier's should fail at any time to communicate the reports required under
Error Severity Resolution Plan, or if the content of any such report that SBC
receives may give reasonable cause for concern that Supplier may fail to provide
a Resolution in the required time, then SBC may bring its concerns to the
personal attention of highest executive manger in Supplier's administrative
organization responsible for providing a Restoration until SBC's concerns are
satisfied. If that executive manager is unable to satisfy SBC's reasonable
concerns, promptly after having been apprised of them, then SBC may bring them
to the personal attention of the highest executive officer of Supplier until
SBC's concerns are satisfied. Supplier will provide to SBC, and keep current, an
escalation document that includes names, titles and telephone numbers, including
after-hours telephone numbers, of Supplier personnel responsible for providing
technical support to SBC. Supplier will maintain a streamlined escalation
process to speed resolution of reported problems.

                            5.4 ERROR SEVERITY [**]

[**] WITHIN THE TIME REQUIRED [**]. THEREFORE, [**] UNDER THIS AGREEMENT, [**]:

a.   [**]SEVERITY LEVEL 1 OR SEVERITY LEVEL 2, AND

b.   [**] SEVERITY LEVEL 3, [**].

The foregoing [**]shall be [**] and shall be [**]; provided, however, that [**]
shall be [**].

                                       38

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

<PAGE>

                                          Software Master Agreement No. 03032360

                     5.5 SUPPORT DURING THE WARRANTY PERIOD

a.   Elements of Support - In addition to its obligation to provide Restorals
     and Resolutions to SBC in accordance with its obligations under the Section
     entitled "Error Severity Level Classification" and "Error Severity
     Resolution Plan," Supplier shall during the Warranty Period (i) [**], as
     set forth in [**], (ii) provide [**]as set forth in [**].

b.   Enhancements and New Releases - Upon Delivery of a New Release and
     associated Revisions, SBC shall have the right, but no obligation, to
     conduct Acceptance Tests of the New Release, and in no event shall SBC be
     required to accept, install, use, or continue to use any Enhancement or New
     Release as a condition of retaining, maintaining (except as applicable to
     supported releases described in Section 5.1(e) above), or extending any
     license, warranty, or indemnity promised by Supplier with respect to any
     Major Release or Minor Release previously licensed and delivered under this
     Agreement or any Order. Amdocs shall ensure that New Releases and
     associated Revisions do not materially reduce Functionality to SBC.

c.   Technical Support and Training

     1.   Help-Desk Support - Supplier shall provide telephone support and
          technical advice to assist SBC in diagnosing and solving any problems
          it may encounter in the installation, operation and use of the
          Software. Supplier shall provide SBC with an escalation document,
          identifying persons and telephone numbers to whom it may direct
          problems that are not solved at the Help Desk. If Supplier does not
          operate its Help Desk around the clock, over weekends, or on holidays,
          then Supplier shall provide an additional telephone number to which
          SBC may direct problems in cases of emergency arising after the normal
          business hours of the Help Desk, over weekends, and on holidays.

     2.   [**] - Supplier shall [**].

     3.   Revisions - Whenever Supplier provides SBC with any Enhancement
          Modification of any Computer Program provided under this Agreement or
          any Order, Supplier shall also provide SBC with a Revision to the
          corresponding Documentation; provided, however, that Supplier may
          provide necessary Revisions to the corresponding Documentation, if
          any, with a subsequent release of the Documentation if the Enhancement
          Modification is minor.

     4.   Training - Following Delivery of Software under an Order, Supplier
          shall provide SBC the number of hours of training in the use of the
          Software, or training classes in the use of the Software, set forth in
          the Order, at no additional or separate charge to SBC. SBC may
          purchase additional hours of training or training classes at a price
          to be determined in the Order.

     5.   SBC's Point(s) of Contact - If the Order designates one (1) or more
          identified persons or an administrative organization within SBC to act
          on SBC's behalf in dealing with Supplier in relation to Supplier's
          support obligations under this Agreement, then Supplier shall conduct
          its dealings with SBC through such identified persons or organization.

d.   Customer Groups - If Supplier maintains any customer board or user group to
     exchange information about, or compare experiences with, or suggest further
     developments to any

                                       39

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

<PAGE>

                                          Software Master Agreement No. 03032360

     Software licensed to SBC under this Agreement or any Order, then Supplier
     shall permit SBC to participate in such board or group on an equal basis
     with Supplier's other customers.

      5.6 MAINTENANCE SUPPORT FOLLOWING EXPIRATION OF THE WARRANTY PERIOD

a.   Continuing Obligation to Provide Restorals, Resolutions and Updates -
     Following the expiration of any Warranty Period, Supplier shall continue to
     perform its obligation to provide Restorals, Resolutions, Updates and
     related Revisions to SBC in accordance with its obligations under the
     Sections entitled "Error Severity Level Classification" and "Error Severity
     Resolution Plan" at no additional charge or cost (above the Maintenance
     Fee) to SBC, and if SBC purchases and pays for other elements of Supplier
     support under any of its options as provided below in this Section, then
     Supplier will provide those other elements as well.

b.   [**] the Software [**] to this Agreement that are provided [**] shall be
     provided [**].

c.   As long as Maintenance is current, SBC shall be provided electronic copies
     of all relevant training materials, which it may use to make unlimited
     copies for internal use (e.g., "golden disk" for internal use).

d.   [**] this Agreement [**].

e.   SBC may [**].

f.   SBC's Options with Respect other Elements of Support

     1.   Full Support under Maintenance Order - Upon the expiration of any
          Warranty Period, SBC may elect to continue to receive continuing
          Supplier support, referred to as "Maintenance", as provided under
          Sections 5.1 through 5.5, above, from year to year, upon placement of
          an Order and payment to Supplier of an annual fee, which shall be
          referred to as a "Maintenance Fee". For each of the [**]for the
          perpetual license in question; provided, however, that the [**] in
          which the [**].

     2.   Renewal After Lapsed Maintenance - If SBC does not elect to continue
          receiving Maintenance at the end of any period when it may do so under
          this Agreement, or terminates or cancels Maintenance as provided in
          this Agreement, SBC may nevertheless elect to resume receiving
          Maintenance at a later time upon placing an Order at a cost equal to
          [**] percent ([**]%) of the Maintenance Fees for the periods when
          Maintenance was not provided, plus the Maintenance Fee for the current
          period. Upon receipt of payment from SBC, Supplier shall provide SBC
          with all Enhancements and Modifications to the Software that Supplier
          included in New Releases provided to its other customers during the
          time when SBC was not receiving Maintenance.

     3.   Individual Elements of Support - If SBC does not elect to continue
          receiving Maintenance at the end of any period when it may do so under
          this Agreement, or terminates or cancels Maintenance as provided in
          this Agreement, SBC may then or thereafter purchase elements of
          Supplier support, individually or in any combination, as follows: (i)
          on-call assistance from the Help Desk from time to time at an hourly
          rate, (ii) on-call on-site assistance of Supplier's software engineer
          at an hourly rate, and (iii) hours of training or training classes at
          mutually agreed to pricing. In addition, if the

                                       40

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

<PAGE>

                                          Software Master Agreement No. 03032360

     Order so provides, Supplier will provide SBC with all Design Materials,
     including source code, and any modifications thereof, sufficient to enable
     SBC or its consultants and contractors to maintain the Software for SBC's
     own use.

                                6.0 SPECIAL TERMS

The terms in this Article 6.0 shall apply to Orders involving Services.

6.1  ACCESS

     A.  SBC shall grant Amdocs' personnel such access to the SBC premises and
         facilities as are reasonably required for Amdocs' performance of its
         obligations under this Agreement at SBC's site including, at no charge
         to Amdocs, with office space suitable for Amdocs' needs and the
         following services: computer terminals and associated peripherals
         including access to E-mail/Internet; a communication line from SBC's
         premises to Amdocs' relevant development center with minimum capacity
         to be specified based on the number of users in the development center;
         reasonable use of telephone, fax, and e-mail for business purposes; and
         office supplies, equipment and consumables, at SBC's normal standard.
         Supplier shall have reasonable access to SBC's premises during normal
         business hours, and at such other times as may be agreed upon by the
         Parties to enable Supplier to perform its obligations under this
         Agreement. Supplier shall coordinate such access with SBC's designated
         representative prior to first visiting such premises and thereafter as
         agreed by the Parties. Supplier will ensure that only persons employed
         by Supplier or subcontracted by Supplier will be allowed to enter SBC's
         premises. If SBC requests Supplier or its subcontractor to discontinue
         furnishing any person provided by Supplier or its subcontractor from
         performing Work on SBC's premises due to such person's unacceptable
         behavior (i.e., a security problem or breach of SBC Code of Conduct, or
         disruptive behavior), Supplier shall immediately comply with such
         request. Such person shall leave SBC's premises immediately. Supplier
         shall not furnish such person again to perform Work on SBC's premises
         without SBC's written consent. The Parties agree that, where required
         by governmental regulations, Supplier will submit satisfactory
         clearance from the U.S. Department of Defense and/or other federal,
         state or local authorities.

     B.  SBC may require Supplier or its representatives, including employees
         and subcontractors, to exhibit identification credentials, which SBC
         may issue to gain access to SBC's premises for the performance of
         Services. If, for any reason, any Supplier representative is no longer
         performing such Services, Supplier shall immediately inform SBC.
         Notification shall be followed by the prompt delivery to SBC of the
         identification credentials, if issued by SBC. Supplier agrees to comply
         with SBC's corporate policy requiring Supplier or its representatives,
         including employees and subcontractors, to exhibit their company photo
         identification in addition to the SBC issued photo identification when
         on SBC's premises.

     C.  Supplier shall use reasonable efforts to ensure that its
         representatives, including employees and subcontractors, while on or
         off SBC's premises, will perform Work which (i) protects SBC's
         Material, buildings and structures and (ii) does not interfere with
         SBC's business operations and will perform such Work with care and due
         regard for the

                                       41

                             PROPRIETARY INFORMATION
   The information contained herein is not for use or disclosure outside SBC,
   Supplier, their affiliated and subsidiary companies, and their third party
                representatives, except under written agreement.
<PAGE>

                                          Software Master Agreement No. 03032360

         safety, convenience and protection of SBC, its employees, and property
         and in full conformance with the policies specified in the SBC Code of
         Conduct, which prohibits the possession of a weapon or an implement
         which can be used as a weapon. SBC acknowledges delivery of, and
         Supplier acknowledges receipt of, a copy of the SBC Code of Conduct on
         or prior to the date of execution of this Agreement.

     D.  Supplier shall use reasonable efforts to ensure that all persons
         furnished by Supplier work harmoniously with all others when on SBC's
         premises.

6.2 BACKGROUND CHECK

         A.   BACKGROUND CHECK/DRUG SCREENING. Amdocs shall complete (or caused
              to be completed) a satisfactory background check and drug
              screening of all local full time assigned Amdocs Personnel
              performing services under this Agreement at SBC sites (except
              Amdocs personnel performing services at SBC sites prior to the
              Effective Date of this Agreement) before such Amdocs Personnel
              first enter any SBC site; provided, however, that, if a
              satisfactory background check and drug screening was completed in
              connection with the hiring of such Amdocs Personnel, it need not
              be repeated. For purposes of this Section, "AMDOCS PERSONNEL"
              means those employees, representatives, contractors,
              subcontractors and agents of Amdocs, its subcontractors, and
              Amdocs Affiliates who perform any Services under this Agreement.

         B.   For Supplier personnel performing services outside of SBC sites,
              Supplier shall conduct a reasonable inquiry for each individual
              providing Services on Amdocs premises to SBC to attempt to
              identify, inter alia, whether the individual has been convicted of
              a felony. Supplier agrees that no individual convicted of a felony
              will knowingly be permitted to provide Services in connection with
              an Order submitted by SBC without SBC's written consent.

         C.   Supplier shall conduct a background check for each individual
              providing Services to SBC to identify whether the individual has
              been convicted of a felony or is identified on the EAR denied
              persons list, as maintained by the Bureau of Industry and Security
              or the SDN Blocked Persons list maintained by the Office of
              Foreign Asset Control. Supplier agrees that no individual
              convicted of a felony or on the denied persons list will be
              permitted to provide Services to SBC without SBC's written
              consent. No consent will be granted for anyone on the denied
              persons list. Supplier shall review and certify that all
              individuals providing services to SBC under this contract are not
              on the EAR denied persons list or the SDN Blocked Persons list.
              Supplier shall provide such certification any time new resources
              are added to fulfill the services provided by this contract and on
              an annual basis a certification of all Supplier resources.

                                       42

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

<PAGE>

                                          Software Master Agreement No. 03032360

6.3 CONFIDENTIALITY AND INVENTION AGREEMENT

Supplier shall ensure that all individuals that provide Services under this
Agreement sign Supplier's confidentiality agreement required of all Supplier's
employees, and will use reasonable efforts to ensure that such individuals shall
comply with the confidentiality provisions of this Agreement.

6.4 INDEPENDENT CONTRACTOR

         Supplier hereby represents and warrants to SBC 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 SBC;

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

         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) 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 with respect to all Supplier personnel providing
              Services; and

         E.   Supplier will indemnify, defend and hold SBC harmless in
              accordance with Section 3.14 from all Liabilities related to
              Supplier's failure to comply with the immediately preceding
              paragraph.

6.5 [**]

         Supplier will [**] Supplier [**]. Supplier will provide [**]that
         Supplier provide [**].

6.6 WORK DONE BY OTHERS

If any part of Supplier's Work is dependent upon work done by others, including
subcontractors and temporary workers engaged by Amdocs, Supplier shall, if (i)
the Work is performed by a subcontractor or temporary worker engaged by Amdocs
or if (ii) Amdocs is otherwise required to do so by SBC as part of supervisory
Services it provides under an Order hereunder, inspect and promptly report to
SBC any defect that renders such other work unsuitable for Supplier's proper
performance. All work shall be performed by any company or individual shall meet
the rules defined by the EAR or embargo regulations. All subcontractors are
subject to EAR and

                                       43

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

<PAGE>

                                          Software Master Agreement No. 03032360

embargo regulations just as the supplier is subject. If the subcontractor's
employees are in or from a country other than the United States or are foreign
nationals, additional EAR and embargo verification will need to be completed by
Supplier. Supplier's silence regarding work done by Supplier's subcontractors or
temporary workers shall constitute approval of such other work as fit, proper
and suitable for Supplier's performance of its Work.

6.7 NON-INTERFERENCE WITH EMPLOYEES

Subject to any restrictions by local laws, each of the Parties agrees not to
hire or employ any employee of the other Party or its affiliates who are
assigned full or part-time to activities which are part of the performance of
this Agreement, except by mutual written consent of such other Party, within one
(1) year of such employee ceasing to work on projects associated with this
Agreement.

ENTIRE AGREEMENT

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 SBC with regard to the subject matter of any Order executed hereunder. This
Agreement supersedes all prior oral and written communications, agreements and
understandings of the Parties, if any, with respect thereto. Acceptance of
Software or Services, payment or any inaction by SBC, shall not constitute SBC'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 SBC and signed by
both Parties. Estimates furnished by SBC are for planning purposes only and
shall not constitute commitments. Supplier covenants never to contend otherwise.
No oral promises or statements have induced either Party to enter into this
Agreement.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed, which
may be in duplicate counterparts, each of which will be deemed to be an original
instrument, as of the date the last Party signs.

                                       44

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

<PAGE>

                                          Software Master Agreement No. 03032360

AMDOCS SOFTWARE SYSTEMS LIMITED           SBC SERVICES, INC.

By:   [illegible]                         By:   [illegible]
    ------------------------------            ---------------------------------

Printed Name:                             Printed Name:

Title: __________________________         Title: _______________________________

Date: ___________________________         Date: ________________________________

                                       45

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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>8
<FILENAME>y95911exv99w3.txt
<DESCRIPTION>AGREEMENT FOR SOFTWARE AND PROFESSIONAL SERVICES
<TEXT>
<PAGE>

                                                                Exhibit No. 99.3

          CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.

                             AGREEMENT NO. 02026713

                                     BETWEEN

                                   AMDOCS INC.

                                       AND

                               SBC SERVICES, INC.

                                       FOR

                                    SOFTWARE

                                       AND

                              PROFESSIONAL SERVICES

THE INFORMATION CONTAINED IN THIS AGREEMENT IS NOT FOR USE OR DISCLOSURE OUTSIDE
SBC, SUPPLIER, THEIR AFFILIATED COMPANIES AND THEIR THIRD PARTY REPRESENTATIVES,
EXCEPT UNDER WRITTEN AGREEMENT BY THE CONTRACTING PARTIES. 1872466-2

<PAGE>

<TABLE>
<S>                                                                                                                <C>
ARTICLE I -    INTRODUCTION.......................................................................................   1
1.1      Preamble and Effective Date..............................................................................   1
1.2      Scope of Agreement.......................................................................................   1
ARTICLE II -   DEFINITIONS........................................................................................   1
ARTICLE III -  GENERAL TERMS......................................................................................   5
3.1      Affiliate................................................................................................   5
3.2      Amendments and Waivers...................................................................................   6
3.3      Termination..............................................................................................   7
3.4      Compliance with Laws.....................................................................................   8
3.5      Conflict of Interest.....................................................................................   9
3.6      Construction and Interpretation..........................................................................   9
3.7      Cumulative Remedies......................................................................................   9
3.8      Entire Agreement.........................................................................................   9
3.9      Export Controls..........................................................................................  10
3.10     Force Majeure............................................................................................  10
3.11     Governing Law............................................................................................  11
3.12     Indemnity................................................................................................  11
3.13     Information..............................................................................................  12
3.14     Insurance................................................................................................  16
3.15     Invoicing and Payment....................................................................................  18
3.16     Licenses and Patents.....................................................................................  19
3.17     Limitation of Liability..................................................................................  19
3.18     MBE/WBE/DVBE (and Exhibits)..............................................................................  21
3.19     MBE/WBE/DVBE Termination Clause..........................................................................  21
3.20     Non-Exclusive Market.....................................................................................  23
3.21     Notices..................................................................................................  23
3.22     Order of Precedence......................................................................................  24
3.23     Price....................................................................................................  24
3.24     Publicity................................................................................................  25
3.25     Quality Assurance........................................................................................  25
3.26     Records and Audits.......................................................................................  27
3.27     Severability.............................................................................................  27
3.28     Subcontracting...........................................................................................  28
3.29     Survival of Obligations..................................................................................  28
3.30     Taxes....................................................................................................  28
3.31     Term of Agreement........................................................................................  30
3.32     Title to Work............................................................................................  30
3.33     Amdocs Warranties........................................................................................  33
3.34     SBC Warranties and Responsibilities......................................................................  37
3.35     Orders...................................................................................................  38
ARTICLE IV -   LEADERSHIP COUNCIL, PROJECT MANAGEMENT.............................................................  39
4.1      Relationship Management..................................................................................  39
4.2      Leadership Council.......................................................................................  39
</TABLE>

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

                                     - i -
<PAGE>

<TABLE>
<S>                                                                                                                 <C>
4.3      SBC Amdocs Chairperson...................................................................................  40
4.4      Proposed Projects........................................................................................  40
4.5      Project Management.......................................................................................  42
4.6      Hardware and Third Party Software Considerations.........................................................  44
4.7      Dispute Resolution.......................................................................................  45
ARTICLE V -    SPECIAL SOFTWARE TERMS.............................................................................  47
5.1      Standard Software License and License Fee................................................................  47
5.2      Custom Software Development..............................................................................  47
5.3      Acceptance or Rejection..................................................................................  49
5.4      Technology Standards.....................................................................................  50
5.5      Source Code Availability.................................................................................  50
5.6      Delivery of Software.....................................................................................  50
5.7      Third-Party Software.....................................................................................  50
5.8      Error Severity Level, Resolution Plan, and Liquidated Damages............................................  51
5.9      Documentation Updates....................................................................................  51
5.10     Change Management........................................................................................  52
ARTICLE VI -   ONGOING SUPPORT SERVICES...........................................................................  52
6.1      Allowable Expenses.......................................................................................  52
6.2      Resource Staffing and Changes............................................................................  52
6.3      Reporting................................................................................................  53
6.4      Access to SBC Facilities.................................................................................  53
6.5      Background Check.........................................................................................  54
6.6      Confidentiality and Invention Agreement..................................................................  55
6.7      Independent Contractor...................................................................................  55
6.8      Previous Services for SBC................................................................................  56
6.9      Work Done By Others......................................................................................  56
6.10     Non-Interference With Employees..........................................................................  56
ARTICLE VII -  TRAINING SERVICES..................................................................................  56
7.1      General..................................................................................................  56
7.2      Training Rates...........................................................................................  56
7.3      Training Documentation...................................................................................  57
7.4      Termination of Training Courses..........................................................................  57
7.5      Training Recognition.....................................................................................  57
7.6      Training Restrictions....................................................................................  57
</TABLE>

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

                                     - ii -
<PAGE>

APPENDICES AND EXHIBITS

Appendix 1.2(2)    -    IT Professional Services Price(s)
Appendix 1.2(4)    -    Reimbursable Expenses
Appendix 2.3       -    Acceptance Letter
Appendix 2.23      -    Form of Supplier's Notice of Completion
Appendix 3.5       -    Executive Orders and Federal Regulations
Appendix 3.36      -    Form of Order for OnGoing Support Services
Appendix 3.37      -    Form of Order for Custom Software Development
Appendix 4.18      -    Change Control Process

Exhibit A - Prime Supplier MBE/WBE/DVBE Participation Plan
Exhibit B - M/WBE-DVBE Results Report
Exhibit C - NDA for Auditors
Exhibit D - NDA for SBC's Subcontractors
Exhibit E - NDA for Amdocs' Subcontractors Exhibit A - Prime Supplier
MBE/WBE/DVBE Participation Plan
Exhibit B - M/WBE-DVBE Results Report
Exhibit C - NDA for Auditors
Exhibit D - DNA for SBC's Subcontractors
Exhibit E - NDA for Amdocs' Subcontractors

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

                                     - iii -
<PAGE>

                                                       Agreement Number 02026713

ARTICLE I - INTRODUCTION

1.1      PREAMBLE AND EFFECTIVE DATE

This Agreement No 02026713 for Software and Professional Services, effective as
of 7 August 2003 ("Effective Date"), is between Amdocs Inc., a Delaware
corporation ("Supplier" or "Amdocs"), and SBC Services, Inc., a Delaware
corporation ("SBC"), each of which may be referred to in the singular as "Party"
or in the plural as "Parties."

1.2      SCOPE OF AGREEMENT

Subject to the terms and conditions of this Agreement, Supplier shall provide to
SBC the Material and Services pursuant to and in conformance with Orders
submitted by SBC. Such Orders shall be deemed to incorporate the provisions of
this Agreement (including the Exhibits attached hereto) as though fully set
forth therein. The applicable rates and expense reimbursement policies for the
Material and Services are specified in Appendix 1.2(2) and 1.2(4), respectively,
and are further described in Section 3.24 (Price).

ARTICLE II - DEFINITIONS

2.1      "ACCEPT" or "Acceptance" means SBC's acceptance of the Material ordered
         by SBC and provided by Supplier following SBC's inspection and testing
         of the Materials to ensure that they meet the requirements of the
         applicable Order, as set forth in this Agreement.

2.2      "ACCEPTANCE DATE" means the date on which SBC Accepts Material.

2.3      "ACCEPTANCE LETTER" means a document signed by SBC substantially in the
         form of Appendix 2.3 indicating its Acceptance of the Material.

2.4      "ACCEPTANCE TEST PERIOD" means the length of time specified in an Order
         (or, if not so specified, a period of no less than [**] days and no
         more than [**] days during which the Acceptance Tests are performed.
         For this purpose, receipt of the Material means receipt by SBC after
         shipment of the Material.

2.5      "Acceptance Tests" means SBC's System Certification Test or such other
         performance and reliability demonstrations and tests that must be
         successfully completed by the Material during the Acceptance Test
         Period, as more fully described in Article 5 ("Custom Software
         Development").

2.6      "AFFILIATE" means any current domestic United States business firm,
         whether incorporated or not, which (1) owns, directly or indirectly, a
         majority interest in either Party (a "Parent Company"), and (2) in
         which a majority of the equity interest is owned, either directly or
         indirectly, by: (i) either Party or (ii) a Parent Company.

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

                                     - 1 -
<PAGE>

                                                       Agreement Number 02026713

2.7      "AGREEMENT" shall mean this Agreement No 02026713 for Software and
         Professional Services, effective as of 7 August 2003 between Amdocs,
         Inc. and SBC Services, Inc.

2.8      "AMDOCS DIRECT COMPETITORS" means, as of the date of this Agreement,
         [**]. Amdocs reserves the right to add or subtract from this list of
         Amdocs Direct Competitors, with the consent of SBC on a reasonable
         basis in response to changes in the competitive landscape within the
         customer care and billing market.

2.9      "CRITICAL PERFORMANCE MILESTONES" means a date certain or the end of a
         stipulated interval of time for the delivery of an item of Program
         Material or Software or the completion of performance of a Service, the
         timely completion or delivery of which is considered to be critical to
         the success for the Project and which is expressly referred to in an
         Order as a "Critical Performance Milestone".

2.10     "CUSTOM SOFTWARE" means the unique or specialized programs, routines or
         subroutines, which are listed as Custom Software in, and developed by
         Supplier under, a specific Order. Unless otherwise stated in the Order,
         Custom Software also includes source code in both machine and human
         readable form and all associated Program Material.

2.11     "CUSTOM SOFTWARE DEVELOPMENT" means the development of Custom Software,
         as described in Article 5 and the underlying Order.

2.12     "DELIVERY" means delivery of the Material and/or Services at SBC's
         expense via (i) electronic transfer; (ii) hand delivery of the media in
         which the Software is contained; (iii) carrier selected by Amdocs; or
         (iv) the manner described in the applicable Order.

2.13     "DELIVERY DATE" means the date on which the Parties agree Supplier is
         scheduled in this Agreement or an Order to complete its Delivery of the
         applicable Software or Services.

2.14     "ERROR" shall have the meaning specified in any Order containing a
         "Error Severity Level" Description. Error shall also mean defects found
         in Software which cause the Software to function in non-compliance with
         the Specifications.

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

2.16     "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.

2.17     "LAWS" shall have the meaning specified in the Section called
         "Compliance with Laws."

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

                                     - 2 -
<PAGE>

                                                       Agreement Number 02026713

2.18     "LIABILITY" means all legal or contractual responsibility for losses,
         damages, expenses, costs, penalties, fines, Liquidated Damages and
         fees, including reasonable attorneys' fees, arising from 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.

2.19     "MATERIAL" means a unit of equipment, apparatus, components, tools,
         supplies, material, hardware, Software, or purchased or licensed
         hereunder by SBC from Supplier and includes third party Material
         provided or furnished by Supplier.

2.20     "NOTICE OF COMPLETION" means a written document provided by Supplier
         substantially in the form of Appendix 2.23, which is provided after
         Supplier has completed Delivery of the Custom Software ordered by SBC,
         and states that Supplier has completed such Delivery. [**] as provided
         in the [**].

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

2.22     "ONGOING SUPPORT" OR "ONGOING SUPPORT SERVICES" mean the services
         described in the Article 4. ("OnGoing Support Services") and the
         applicable Order.

2.23     "PRE-EXISTING WORKS" means any portion of the Materials or Software (i)
         created or owned by Amdocs prior to execution of this Agreement or (ii)
         provided under license from third parties by Amdocs prior to execution
         of this Agreement or (ii) created by Amdocs or third parties after
         execution of this Agreement for a client other than SBC.

2.24     "PRIOR AGREEMENT" means the Master Agreement No. 99006220 for Software
         and Services between Amdocs Inc. and SBC Operations Inc. effective July
         7, 1998 as amended.

2.25     "PRODUCTION SUPPORT" means support services for Software and Systems in
         production which are not covered under an Amdocs warranty in an Order.
         For avoidance of doubt, Work performed by Amdocs in Production Support
         is itself subject to the OGS warranty provisions herein.

2.26     "PROGRAM MATERIAL" OR "DOCUMENTATION" for purposes of this Agreement
         and the Custom Software Development Orders hereunder always includes in
         relation to Custom Software the source code for the software (including
         programs, routines, subroutines, and error correction) and programmers'
         comments (in all such software). The Program Material or Documentation
         required in relation to Custom Software Development or OnGoing Support
         shall be as described in the applicable Order, but may include Detailed
         Functional Specifications, flow charts, logic diagrams, programming
         manuals, modification manuals, maintenance tools (including test
         programs, test cases, and the

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

                                     - 3 -
<PAGE>

                                                       Agreement Number 02026713

         printed output from same), data file listings, and input and output
         formats, descriptions and locations of programs related to, but not
         provided with, the Software, and any design session deliverables, user
         instructions and system manuals, user manuals, and training materials
         in machine readable or printed form associated with Software.

2.27     "Project" means the development of Software and/or providing Services
         to SBC.

2.28     "PROJECT MANAGER" means each party's manager responsible for a Project
         and identified on the applicable order.

2.29     "PROPOSAL STATEMENT" means Amdocs' statement of the conditions under
         which it proposes to provide Software and/or Services for a Project.

2.30     "SBC LD" means SBC's Information Technology organization which provides
         end-to-end life cycle management for Amdocs applications including but
         not limited to Telegence LD and Enterprise Fraud.

2.31     "SERVICE(S)" means any and all labor or service provided by Amdocs or
         its subcontractors in connection with OnGoing Support or Custom
         Software Development provided under this Agreement and an applicable
         Order, including, but not limited to, consultation, engineering,
         installation, removal, maintenance, training, technical support,
         repair, programming, IT professional services, and Software
         maintenance.

2.32     "SOFTWARE" means the computer programs that are listed in the
         applicable Order or provided by Supplier under or in connection with
         this Agreement or an applicable Order except for any Third Party
         Software. Software also includes all associated Program Material and
         Documentation.

2.33     "SPECIFICATIONS" mean (i) Supplier's applicable specifications and
         descriptions, and (ii) SBC's requirements, specifications, and
         descriptions specified or referenced in, or attached to, this Agreement
         or an applicable Order.

2.34     "Standard Software" means the computer programs that are licensed by
         Supplier pursuant to an applicable license agreement.

2.35     "SYSTEM" means one or more of the following items, as identified in the
         applicable Order: the operating environment for Software and includes
         the hardware on which the Software resides, and the operating software,
         application software, databases which interact with such Software, and
         the software and hardware interfaces among such hardware and software.

2.36     "TERMINATION" means the occurrence by which either Party, pursuant to
         the provisions or powers of this Agreement or applicable laws and
         regulations, puts an end to this

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

                                     - 4 -
<PAGE>

                                                       Agreement Number 02026713

         Agreement and/or Orders placed under this Agreement. "Termination"
         includes "Termination for Cause" and "Termination for Convenience".

2.37     "TERMINATION FOR CAUSE" means the ending of the Agreement or an Order
         in accordance with the provisions of this Agreement by a non-defaulting
         party where the other party is determined by the Arbitrator to be in
         material default of an obligation under the Agreement or an Order. Upon
         Termination for Cause the non-defaulting party may exercise such
         remedies against the defaulting party as are available under this
         Agreement only.

2.38     "TERMINATION FOR CONVENIENCE" means the ending of the Agreement or an
         Order by a party, in accordance with any required notice provisions and
         other provisions of this Agreement authorizing a party to end the
         Agreement or an Order without cause. On Termination for Convenience,
         all obligations which are still executory on both sides are discharged
         but any right based on prior breach or performance survives.

2.39     "THIRD-PARTY SOFTWARE" means software which is not developed and owned
         by Supplier, but which is furnished by Supplier under an Order. Unless
         the applicable Order states otherwise, the term "Software" shall not be
         deemed to include Third-Party Software.

2.40     "USE" OR "USE" means any lawful operation or use of the Software and
         Program Material permitted or reasonably contemplated in this Agreement
         or an applicable Order, including compilation, copying, modifying,
         linking, licensing, sublicensing, displaying, permitting access to, and
         executing all or part of the Software.

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

ARTICLE III - GENERAL TERMS

3.1      AFFILIATE

         Except as otherwise expressly agreed herein, Supplier agrees that
         current Affiliates of SBC may place future Orders with Supplier that
         incorporate the terms and conditions of this Agreement by reference,
         and that the term "SBC" used in this Agreement shall be deemed to refer
         to such an Affiliate whenever such an Affiliate places such an Order
         with Supplier under this Agreement. Each Affiliate executing such an
         Order shall be a party to that Order and shall be subject to the terms
         and conditions of this Agreement for purposes of that Order. Only
         Supplier and the party executing a Order shall [**] under an Order
         (including terms and conditions of this Order to the extent they
         incorporated therein); except that, [**]. The Parties agree that
         nothing in this

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

                                     - 5 -
<PAGE>

                                                       Agreement Number 02026713

         Agreement will [**], nor shall anything in this Agreement be construed
         as requiring an such Affiliate to indemnify Supplier, or to otherwise
         be responsible, for the acts or omissions of SBC. The parties expressly
         agree, however, (i) that [**] under this Agreement; and (ii) that [**]
         under this Agreement [**] between the Parties. Future Affiliates of SBC
         may purchase Services under this Agreement pursuant to this Section
         3.1, provided however if SBC acquires an entity or business with a
         pre-existing contractual relationship with Amdocs, then (i) any
         outstanding Orders executed under the pre-existing contractual
         relationship shall be completed in accordance with the terms of such
         Order and pre-existing contract; (ii) the parties will negotiate in
         good faith for a period of no less than fourteen (14) days to determine
         whether the acquired entity or business may process any new Orders
         under the Agreement, or continue to be governed by the pre-existing
         contractual relationship; and (iii) absent mutual agreement, the
         relationship of the acquired entity or business with Amdocs will be
         governed by this Agreement as to any new Orders executed between Amdocs
         and the Affiliate after the closing of the acquisition of such
         Affiliate. In any event the Agreement is limited in the case of OnGoing
         Support Services only to performance of Amdocs upon SBC and its
         Affiliates' premises in the United States unless otherwise agreed by
         both parties.

3.2      AMENDMENTS AND WAIVERS

         A.       This Agreement and any Orders placed hereunder may be amended
                  or modified only through a subsequent written document signed
                  by the Parties. An adjustment of the fees specified in the
                  Order shall be agreed by the parties and made if such change
                  affects the time of performance or the cost of the Work to be
                  performed under the applicable Order. Such cost adjustment
                  shall be made on the basis of the applicable fees and expenses
                  associated with change of scope, 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.

         B.       Neither SBC nor Supplier may assign, delegate, subcontract, or
                  otherwise transfer its rights or obligations under this
                  Agreement except with the prior written consent of the other
                  Party; provided, however, subject to Section 3.1 both SBC and
                  Amdocs will have the right to assign, delegate, subcontract or
                  otherwise transfer this Agreement and/or its rights or
                  obligations hereunder to any Affiliate [**], without securing
                  the consent of the non-assigning party, except that both
                  Supplier and SBC may assign its right to receive money due
                  from the other party hereunder without the prior consent of
                  the party obligated to pay money due. It is expressly agreed
                  that any assignment of a right to receive money due will be
                  void if (a) the assignor fails to give the non-assigning Party
                  hereto at least thirty (30) days prior written notice, or (b)
                  such assignment imposes or attempts to impose upon the
                  non-assigning Party hereto additional costs or obligations in

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

                                     - 6 -
<PAGE>

                                                       Agreement Number 02026713

                  addition to the payment of such money or attempts to preclude
                  SBC from dealing solely and directly with Supplier (or its
                  assignee-Affiliate) in all matters pertaining to this
                  Agreement, or (c) denies, alters or attempts to alter any
                  rights of the non-assigning Party hereto. Any attempted
                  assignment not in compliance with the terms of this Section
                  3.2 will be void.

3.3      TERMINATION

         A.       Termination for Cause. Subject to the provisions of Section
                  4.7, any party may, prior to the completion of any Order,
                  Terminate for Cause the applicable Order if the Arbitrator (as
                  defined herein) has made a determination that the other party
                  has committed a material breach of the applicable Order,
                  provided that (i) before Terminating, the first party has
                  given the defaulting party a written notice specifying the
                  breach with seventy-five (75) days right to cure, and (ii) the
                  Arbitrator has determined that the defaulting party has
                  committed a material breach of the applicable Order, and has
                  determined the circumstances and/or terms and conditions which
                  shall constitute a cure of such material breach. The
                  Arbitrator shall retain jurisdiction over the dispute until
                  such cure has been made.

         B.       Partial Termination. Where a provision of this Agreement
                  permits SBC to Terminate an Order for cause or convenience,
                  such Termination may, at SBC's option, be either complete or
                  partial. In the case of a partial Termination for Cause, the
                  terms of Section 3.3(A) shall apply. In the case of a partial
                  Termination for Convenience, SBC may accept a portion of the
                  Software or Services covered by an Order, but SBC shall in any
                  event compensate Amdocs for the Software or Services performed
                  through the date of such partial Termination for Convenience
                  of the Order. In either event (partial Termination for Cause
                  or Partial Termination for Convenience), SBC shall pay Amdocs
                  for any portion of such Software or Services at the unit
                  prices set forth in such Order, (plus equitable portions of
                  the termination charges provided in this Agreement in the
                  event of partial Termination for Convenience of an Order for
                  Custom Software Development or OnGoing Support), and the
                  parties shall utilize change management procedures as set
                  forth in Section 5.10 to issue a Change Order to reflect such
                  partial Termination; provided however that, [**]any Order [**]
                  under the Order[**] of the Order, in which [**] the parties
                  shall [**] the parties [**] in accordance with the [**]. The
                  right to Terminate an Order for Cause shall also include the
                  right to Terminate any other Order for Cause which is directly
                  affected by the Termination of the initially Terminated Order.
                  Upon receipt of SBC's payment in relation to a partial
                  Termination for Cause or Convenience, Amdocs shall deliver to
                  SBC the applicable Work relating to the Software or Services
                  which has been prepared pursuant to such Terminated Order.

         C.       Termination for Convenience of the Agreement. Either party may
                  Terminate for Convenience this Agreement upon [**] days prior
                  written notice to the other party

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

                                     - 7 -
<PAGE>

                                                       Agreement Number 02026713

                  setting forth the effective date of such Termination. The
                  Termination of this Agreement for any reason shall not affect
                  the obligations of either party pursuant to any Orders
                  previously executed hereunder, and the terms and conditions of
                  this Agreement shall continue to apply to such Orders as if
                  this Agreement had not been Terminated.

         D.       Termination For Convenience of Custom Software Development
                  Order. SBC may at any time Terminate for Convenience any Order
                  for Custom Software Development prior to the Delivery Date of
                  the Software covered by such Order, by giving Amdocs written
                  notice. Upon receipt of any such Termination notice, Amdocs
                  shall, if so requested by SBC immediately cease performing
                  work and incurring costs in connection with such Order. [**]
                  in accordance with the applicable Order for work under such
                  Order performed [**] in the applicable Order, [**] [**] under
                  the Order, [**]. Upon receipt of SBC's payment, Amdocs shall
                  deliver to SBC all drafts and versions of the Custom Software
                  which have been prepared pursuant to such Terminated Order.

         E.       Termination For Convenience of OnGoing Support Order. SBC may,
                  at its option and without any Liability to Amdocs, Terminate
                  for Convenience any OnGoing Support Order by written notice to
                  Amdocs. Upon receipt of such notice, Amdocs shall, if so
                  requested by SBC, cease performing any OnGoing Support
                  Services as of the effective date of such Termination. SBC
                  shall pay Amdocs [**] in accordance with the provisions of the
                  applicable Order and in accordance with Appendix 1.2(2)
                  (Prices and Terms). [**] under the Order, [**] Upon receipt of
                  SBC's payment, Amdocs shall deliver to SBC all Work relating
                  to the Software or Services which has been prepared pursuant
                  to such Terminated Order, if applicable.

3.4      COMPLIANCE WITH LAWS

         Supplier and SBC shall comply with all applicable federal, state,
         county, and local rules, including, without limitation, all statutes,
         laws, ordinances, regulations and codes ("Laws"). The parties'
         obligation to comply with all Laws includes the procurement of permits,
         certificates, approvals, inspections, and licenses, when needed, in the
         performance of this Agreement. If an Order is to cover work to be
         performed to support a government contract to which SBC or an Affiliate
         of SBC is a party, then the parties shall make note of this in the
         Order, and, whenever they do, Supplier will 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. Each party shall
         defend, indemnify and hold the other party harmless from and against
         any Liability that may be sustained by reason of the indemnifying
         party's failure to comply with this Section in accordance with Section
         3.12.

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

                                     - 8 -
<PAGE>

                                                       Agreement Number 02026713

3.5      CONFLICT OF INTEREST

         Supplier represents and warrants that no officer, director, employee or
         agent of SBC has been or will be employed, retained or paid a fee, or
         otherwise has received or will receive any personal compensation or
         consideration, by or from 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.

3.6      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. All obligations and rights of the Parties are
                  subject to modification as the Parties may specifically
                  provide in an Order. 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.

3.7      CUMULATIVE REMEDIES

         Except as specifically identified as a Party's sole remedy including
         without limitation as set forth in Sections 3.34, any rights of
         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.

3.8      ENTIRE AGREEMENT

         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 SBC with

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

                                     - 9 -
<PAGE>

                                                       Agreement Number 02026713

         regard to the subject matter contained herein. This Agreement
         supersedes all prior oral and written communications, agreements and
         understandings of the Parties, if any, with respect hereto. This
         Agreement will [**] on or after the effective date of August 7, 2003
         [**] For the avoidance of doubt, and without limitation, examples of
         provisions contained in the Prior Agreement that by their sense and
         context are intended to survive expiration of the Prior Agreement
         include obligations to (i) pay termination charges for outstanding
         Orders, (ii) pay invoices for Services rendered, (iii) retain the
         confidentiality of confidential information, and (iv) to deliver source
         code under an Order entered into under the Prior Agreement. The
         Agreement will [**]be executed after completion of this Agreement.

         Acceptance of Material or Services, payment or any inaction by a party,
         shall not constitute a party's consent to or Acceptance of any
         additional or different terms from those stated in this Agreement,
         except for special terms and conditions in an Order signed by both
         Parties. Estimates furnished by a party are for planning purposes only
         and shall not constitute commitments. The parties covenant never to
         contend otherwise. No oral promises or statements have induced either
         Party to enter into this Agreement.

3.9      EXPORT CONTROLS

         At SBC's expense, Supplier will obtain any necessary import
         certificates or permissions and all necessary export or other licenses
         from the United States government, including, but limited to,
         certifications as to use and ultimate destination and/or written
         agreements not to knowingly transmit the Software directly or
         indirectly to certain named countries. SBC shall use the Software or
         Services in compliance with applicable import and export laws.

3.10     FORCE MAJEURE

         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, including acts of God, acts of civil
         or military authority, embargoes, epidemics, war, riots, insurrections,
         fires, explosions, earthquakes, floods or strikes ("Force Majeure").

         If any Force Majeure condition affects Supplier's ability to perform,
         Supplier shall give reasonable notice to SBC, and the parties shall
         negotiate in good faith for a reasonable period of time (not less than
         [**] days but not more than [**] days and after such period SBC 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
         elsewhere Material and Services to be furnished under such Order(s) and
         deduct from any commitment under such Order(s) the quantity of the
         Material and Services obtained or for which commitments have been made
         elsewhere, in which case, such Termination shall be treated as a
         Termination for

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

                                     - 10 -
<PAGE>

                                                       Agreement Number 02026713

         Convenience except that SBC shall have no obligation to pay termination
         charges for any Work that has been attempted but not completed, or
         (iii) resume performance under such Order(s) once the Force Majeure
         condition ceases, with an extension of any affected Delivery Date or
         performance date up to the length of time the Force Majeure condition
         existed or as otherwise mutually agreed. Unless SBC gives written
         notice within thirty (30) days after being notified of the Force
         Majeure condition, option (ii) shall be deemed selected.

3.11     GOVERNING LAW

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

3.12     INDEMNITY

         A.       TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY SHALL
                  DEFEND, INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY AND ITS
                  AFFILIATES, (INCLUDING THEIR EMPLOYEES, OFFICERS, DIRECTORS,
                  AGENTS AND CONTRACTORS) AGAINST ANY LIABILITY ARISING FROM A
                  PARTY'S OBLIGATIONS UNDER THIS AGREEMENT OR THE MATERIAL OR
                  SERVICES PROVIDED BY SUPPLIER FOR THIRD PARTY CLAIMS ALLEGING:
                  (1) INJURIES TO PERSONS, INCLUDING DEATH OR DISEASE; (2)
                  DAMAGES TO TANGIBLE PROPERTY, INCLUDING THEFT BUT NOT
                  INCLUDING LOSS OF DATA OR PROGRAMMING; AND (3) FAILURE TO
                  COMPLY WITH ALL LAWS.

         B.       THE LIABILITY OF THE INDEMNIFYING PARTY SHALL NOT EXTEND TO
                  COVER ANY LIABILITIES (OR PORTION THEREOF) ARISING FROM THE
                  ACTIONS OR OMISSIONS OF THE INDEMNIFIED PARTY. THIS INDEMNITY
                  SHALL SURVIVE THE DELIVERY, INSPECTION, AND ACCEPTANCE OF THE
                  MATERIAL OR SERVICES.

         C.       IF ANY SERVICES ARE PERFORMED IN OHIO OR ANY OTHER STATE WHICH
                  PROVIDES EMPLOYER IMMUNITY FROM EMPLOYEE CLAIMS UNDER WORKERS
                  COMPENSATION STATUTES OR SIMILAR LAWS, STATUTES OR
                  CONSTITUTIONAL PROVISIONS, IT IS EXPRESSLY AGREED THAT
                  SUPPLIER SHALL WAIVE ANY IMMUNITY TO THE EXTENT THAT SUPPLIER
                  IS CONTRACTUALLY OBLIGATED HEREUNDER TO DEFEND, INDEMNIFY AND
                  HOLD HARMLESS SBC AND ITS AFFILIATES AGAINST ANY CLAIMS BY
                  EMPLOYEES OF SUPPLIER, WHICH CLAIMS WOULD OTHERWISE BE SUBJECT
                  TO IMMUNITY BY OPERATION OF SUCH LAW, STATUTE OR
                  CONSTITUTIONAL PROVISION (In Ohio, Ohio Revised code 4123.74
                  and 4123.741 and Section 35, Article, II, Ohio Constitution).

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

                                     - 11 -
<PAGE>

                                                       Agreement Number 02026713

         D.       THE PARTY SEEKING INDEMNIFICATION ("INDEMNIFIED PARTY") SHALL
                  NOTIFY THE OTHER PARTY ("INDEMNIFYING PARTY") WITHIN A
                  REASONABLE PERIOD OF TIME OF ANY WRITTEN CLAIM, DEMAND, NOTICE
                  OR LEGAL PROCEEDINGS ("CLAIM") FOR WHICH THE INDEMNIFYING
                  PARTY MAY BE RESPONSIBLE UNDER THIS INDEMNITY OBLIGATION. A
                  DELAY IN NOTICE SHALL NOT RELIEVE THE INDEMNIFYING PARTY OF
                  ITS INDEMNITY OBLIGATION EXCEPT TO THE EXTENT IT CAN SHOW IT
                  WAS PREJUDICED BY THE DELAY.

         E.       THE INDEMNIFYING PARTY SHALL ASSUME, AT ITS EXPENSE, THE SOLE
                  DEFENSE OF THE CLAIM THROUGH COUNSEL SELECTED BY THE
                  INDEMNIFYING PARTY AND SHALL KEEP THE INDEMNIFIED PARTY FULLY
                  INFORMED AS TO THE PROGRESS OF SUCH DEFENSE. UPON REASONABLE
                  REQUEST OF THE INDEMNIFYING PARTY AND AT ITS EXPENSE, THE
                  INDEMNIFIED PARTY SHALL COOPERATE WITH THE INDEMNIFYING PARTY
                  IN THE DEFENSE OF THE CLAIM. AT ITS OPTION AND EXPENSE, THE
                  INDEMNIFIED PARTY MAY RETAIN OR USE SEPARATE COUNSEL TO
                  REPRESENT IT, INCLUDING IN-HOUSE COUNSEL. HOWEVER, IN SUCH
                  EVENT THE INDEMNIFYING PARTY SHALL NEVERTHELESS MAINTAIN
                  CONTROL OF THE DEFENSE. SUBJECT TO THE LIMITATION OF LIABILITY
                  CONTAINED IN SECTION 3.18(B)(1), THE INDEMNIFYING PARTY SHALL
                  PAY THE FULL AMOUNT OF ANY ADVERSE JUDGMENT, AWARD OR
                  SETTLEMENT WITH RESPECT TO THE CLAIM AND ALL OTHER REASONABLE
                  EXPENSES OF THE INDEMNIFIED PARTY DIRECTLY RELATED TO THE
                  RESOLUTION OF THE CLAIM, INCLUDING REASONABLE ATTORNEYS' FEES.
                  IF THE INDEMNIFIED PARTY 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 THE INDEMNIFYING
                  PARTY'S FAILURE TO PROMPTLY ASSUME SUCH DEFENSE, THEN THE
                  INDEMNIFIED PARTY MAY ALSO RECOVER FROM THE INDEMNIFYING PARTY
                  ANY REASONABLE ATTORNEYS' FEES (INCLUDING COST OF IN-HOUSE
                  COUNSEL AT MARKET RATES FOR ATTORNEYS OF SIMILAR EXPERIENCE)
                  AND OTHER REASONABLE COSTS OF ENFORCING ITS INDEMNITY RIGHTS
                  OR ASSUMING SUCH DEFENSE.

3.13     INFORMATION

         A.       Information furnished by SBC.

                           1.       Any Information furnished to Supplier by SBC
                                    in connection with this Agreement, including
                                    Information provided under a separate

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

                                     - 12 -
<PAGE>

                                                       Agreement Number 02026713

                                    nondisclosure agreement in connection with
                                    discussion prior to executing this Agreement
                                    ("SBC Materials"), shall remain SBC's
                                    property. Unless such Information (a) was
                                    previously known to Supplier free of any
                                    obligation to keep it confidential, or (b)
                                    has been or is subsequently made public by
                                    SBC or a third party, without violating a
                                    confidentiality obligation, or (c) is
                                    independently invented by Supplier without
                                    reference to the SBC Information, or (d) is
                                    required to be disclosed pursuant to law,
                                    regulation, judicial or administrative
                                    order, or governmental request by an entity
                                    authorized by law to make such request, 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 SBC in writing.
                                    Supplier is granted no rights or license to
                                    such Information, except as provided in
                                    Section 3.17. All copies of such
                                    Information, in written, graphic or other
                                    tangible form, shall be destroyed or
                                    returned to SBC upon the earlier of (i)
                                    SBC's request or (ii) upon Termination 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) SBC's request or (ii) upon Termination,
                                    or expiration of this Agreement, and upon
                                    request Supplier shall certify to SBC the
                                    destruction of all intangible copies of such
                                    Information.

                           2.       Subject to Section 3.25 Supplier understands
                                    and agrees that any [**] with Supplier. [**]
                                    in addition to the provisions contained in
                                    this Section, Information."

         B.       Information furnished by Supplier.

                           1.       Any Information furnished to SBC by Supplier
                                    under this Agreement ("Supplier
                                    Information") shall remain Supplier's
                                    property. SBC shall use the same degree of
                                    care to prevent disclosure of the Supplier
                                    Information to others as SBC uses with
                                    respect to its own proprietary or
                                    confidential Information. The Supplier
                                    Information shall be kept confidential by
                                    SBC, shall be used only in accordance with
                                    this Agreement, and may not be used for
                                    other purposes, except as may be agreed upon
                                    between Supplier and SBC in writing. All
                                    copies of such Information, in written,
                                    graphic or other tangible form, excluding
                                    Program Materials owned by or licensed to
                                    SBC shall be destroyed or

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

                                     - 13 -
<PAGE>

                                                       Agreement Number 02026713

                                    returned to Supplier upon the earlier of (i)
                                    Supplier's request or (ii) upon Termination
                                    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) Supplier's request or (ii) upon
                                    Termination, or expiration of this
                                    Agreement, and upon request SBC shall
                                    certify to Supplier the destruction of all
                                    intangible copies of such Information.

Supplier Information relating to the installation, operation, repair, or
maintenance of the Material and Services which are the subject of this Agreement
shall be considered to be proprietary or confidential Supplier Information,
however SBC 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 in the manner described as
follows. All Supplier Information [**], SBC will [**] to this Agreement, [**]
under this Agreement. "Reasonably Excluded Materials" will be defined on a
case-by-case basis by mutual agreement of the parties and the SBC - Amdocs
Leadership Counsel in the applicable Work Order and prior to the submission of
such materials by Amdocs to SBC. [**] Infringement of Third Party Intellectual
Property Rights

         A.       Amdocs' Duty to Indemnify SBC.

                           1.       Supplier agrees to defend, indemnify and
                                    hold SBC 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, or
                                    registered US or Canadian patent, trademark,
                                    copyright or other proprietary interest of
                                    any third party recognized in the US or
                                    Canada based on the Software or Services
                                    furnished by Supplier to SBC.

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

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

                                    i.       Procure for SBC the right to
                                    continue using the Software or Service; or

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

                                     - 14 -
<PAGE>

                                                       Agreement Number 02026713

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

                           4.       If the Software or Service is purchased or
                                    licensed, and neither Subsection 3(i) nor
                                    (3)(ii) above is reasonably possible SBC may
                                    Terminate the applicable Order and require
                                    Supplier to remove, or cause the removal and
                                    return of, such Software or Service from
                                    SBC's location and refund any charges paid
                                    by SBC, with a credit for use pro-rated
                                    based upon a five (5) year usable life.

                           5.       In no event will SBC be liable to Supplier
                                    for any charges incurred after the date that
                                    SBC no longer uses any Software or Service
                                    because of actual infringement.

                           6.       Supplier agrees to defend or settle, at its
                                    own expense, any action or suit for which it
                                    is responsible under this Section. SBC
                                    agrees to notify Supplier promptly of any
                                    claim of infringement and cooperate in every
                                    reasonable way to facilitate the defense.
                                    Supplier shall afford SBC, at its own
                                    expense and with counsel of SBC's choice, an
                                    opportunity to participate with Supplier in
                                    the defense or settlement of any such claim,
                                    provided however that Supplier shall have
                                    sole control of such defense or settlement.

                           7.       LIMITATIONS. Amdocs has no obligation or
                                    Liability under this Section 3.14 with
                                    respect to any infringement claim which is
                                    based upon or results from (i) the
                                    combination of any Software with any
                                    equipment, device, firmware or software not
                                    furnished by Amdocs; (ii) any modification
                                    of the Software by SBC or its contractors;
                                    (iii) unauthorized use of the Software; (iv)
                                    SBC's failure to install or have installed
                                    changes, revisions or updates as instructed
                                    by Amdocs; or (v) compliance by Amdocs with
                                    SBC or its contractor's specifications,
                                    designs or instructions. SBC agrees to
                                    indemnify, defend and hold harmless Amdocs
                                    against any claim involving acts or
                                    omissions by SBC or its contractors as
                                    described in items (i)-(v), inclusive, of
                                    this Section 3.14(7).

         B.       SBC Duty to Indemnify Amdocs.

                           1.       SBC agrees to defend, indemnify and hold
                                    Amdocs 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, or
                                    registered US or Canadian patent, trademark,
                                    copyright or other proprietary interest

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

                                     - 15 -
<PAGE>

                                                       Agreement Number 02026713

                                    of any third party recognized in the US or
                                    Canada based on the SBC Materials furnished
                                    by SBC to Amdocs.

                           2.       SBC represents and warrants that it has made
                                    reasonable independent investigation to
                                    determine the legality of its right to
                                    license the SBC Materials as specified in
                                    this Agreement.

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

                                    i.       Procure the right to continue using
                                    the SBC Materials; or

                                    ii.      After consultation with Amdocs,
                                    replace or modify the SBC Materials to make
                                    it a substantially similar, functionally
                                    equivalent, non-infringing Material or
                                    Software.

                           4.       SBC agrees to defend or settle, at its own
                                    expense, any action or suit for which it is
                                    responsible under this Section. Amdocs
                                    agrees to notify SBC promptly of any claim
                                    of infringement and cooperate in every
                                    reasonable way to facilitate the defense.
                                    SBC shall afford Supplier, at its own
                                    expense and with counsel of Supplier's
                                    choice, an opportunity to participate with
                                    SBC in the defense or settlement of any such
                                    claim, provided however that SBC shall have
                                    sole control of such defense or settlement.

                           5.       LIMITATIONS. SBC has no obligation or
                                    Liability under this Section 3.14 with
                                    respect to any infringement claim which is
                                    based upon or results from (i) the
                                    combination of any SBC Materials with any
                                    equipment, device, firmware or software not
                                    furnished by SBC; (ii) any modification of
                                    the SBC Materials by Amdocs or its
                                    contractors; (iii) unauthorized use of the
                                    SBC Materials; (iv) Amdocs' failure to
                                    install or have installed changes, revisions
                                    or updates as instructed by SBC; or (v)
                                    compliance by SBC with Amdocs'
                                    specifications, designs or instructions.
                                    Amdocs agrees to indemnify, defend and hold
                                    harmless SBC against any claim involving
                                    acts or omissions by Amdocs or its
                                    contractors as described in items (i)-(v),
                                    inclusive, of this Section 3.14(5).

3.14     INSURANCE

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

                                     - 16 -
<PAGE>

                                                       Agreement Number 02026713

         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:

                           1.       Workers' Compensation insurance with
                                    benefits afforded under the laws of the
                                    state in which the Services are to be
                                    performed and Employers Liability insurance
                                    with minimum limits of $for Bodily
                                    Injury-each accident, $100,000 for Bodily
                                    Injury by disease-policy limits and $100,000
                                    for Bodily Injury by disease-each employee.

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

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

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

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

                           5.       A certificate of insurance stating the types
                                    of insurance and policy limits provided the
                                    Supplier shall be received within a
                                    reasonable time after any request for same
                                    by SBC. If a certificate is not received,
                                    Supplier hereby authorizes SBC, and SBC may,
                                    but is not required to, obtain insurance on
                                    behalf of Supplier as specified herein. SBC
                                    will either invoice Supplier for the costs
                                    incurred to so acquire insurance or will
                                    reduce by an applicable amount any amount
                                    owed to Supplier.

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

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

                                     - 17 -
<PAGE>

                                                       Agreement Number 02026713

                                    "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."

                           7.       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.

3.15     INVOICING AND PAYMENT

         A.       Except as otherwise specified in the applicable Order,
                  Supplier shall render an invoice for all OnGoing Support
                  Services rendered under this Agreement in duplicate on a
                  monthly basis, in arrears. If the parties choose to deviate
                  from the standard monthly billing cycle in the applicable
                  Order, the parties shall include in the Order a payment
                  schedule for the issuance of invoices on a milestone basis,
                  including promptly after the Delivery (and/or, where
                  applicable, the Acceptance) of Material or performance of
                  Services.

         B.       Payment of Software shall be as set forth in the applicable
                  Order; or if no payment schedule is described in the Order,
                  then as follows: [**] percent ([**]%) upon execution of the
                  Order; [**] percent ([**]%) upon delivery of the detailed
                  design specifications or equivalent [**] percent ([**]%) upon
                  delivery of the Software; and [**] percent ([**]%) upon SBC
                  Acceptance.

         C.       The invoice shall specify in detail, where applicable (1)
                  quantities of each ordered item, (2) unit prices of each
                  ordered item, (3) the estimated amount of tax per item, (4)
                  any relevant item and commodity codes known to Amdocs, (5)
                  total amounts for each item, (6) total estimated amount of
                  applicable sales or use taxes, (7) discounts, (8) shipping
                  charges, and (9) total amount due. SBC shall pay Supplier in
                  accordance with the prices set forth in this Agreement within
                  [**] days of the date of receipt of the invoice. Payment for
                  Material or Services not conforming to the Specifications (in
                  the event of payments due upon Acceptance), and portions of
                  any invoice in dispute, may be withheld by SBC until such
                  problem has been resolved in accordance with the escalation
                  and arbitration mechanisms described in Sections 4.7. If SBC
                  disputes any invoice rendered or amount paid, SBC shall
                  promptly so notify Supplier. The Parties shall use their best
                  efforts to resolve such dispute expeditiously, including
                  escalation to the SBC - Amdocs Leadership Council if
                  necessary.

         D.       Payment of Services performed may be either time and materials
                  Order, or a fixed-bid Order. In time and materials Orders, SBC
                  shall compensate Amdocs on

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

                                     - 18 -
<PAGE>

                                                       Agreement Number 02026713

                  the basis of hours actually worked. In the case of fixed-bid
                  Orders, SBC shall compensate Amdocs on the basis of the agreed
                  fixed price. Estimates for fixed bid Orders only with respect
                  to Custom Software Development performed by Amdocs personnel
                  located off-shore shall be calculated based upon hours of work
                  per month. OnGoing Support shall be based upon [**] hours of
                  work per month. OnGoing Support shall be based upon a forty
                  (40) hour work week unless otherwise defined in the Order.
                  [**].

         E.       Supplier agrees to accept standard, commercial methods of
                  payment and evidence of payment obligation including, but not
                  limited to electronic fund transfers in connection with the
                  purchase of the Material and Services.

3.16     LICENSES AND PATENTS

         A.       Except as provided herein, no licenses, express or implied,
                  under any patents, copyrights, trademarks or other
                  intellectual property rights are granted by SBC to Supplier
                  under this Agreement.

         B.       SBC grants Amdocs and its Affiliates a license in any
                  materials which are provided to Amdocs during the course of
                  Amdocs' performance under an Order ("SBC Materials"), which
                  license grants rights to use such SBC Materials solely for
                  purposes of the performance by Amdocs of its Services under an
                  Order. Such license shall automatically terminate upon
                  termination or conclusion of the applicable Order. Any such
                  SBC Materials shall be treated as SBC's confidential
                  Information as defined in Section 3.13.

3.17     LIMITATION OF LIABILITY

         A.       EXCLUSION OF INDIRECT AND CONSEQUENTIAL DAMAGES. EXCEPT AS
                  PROVIDED IN THIS SECTION 3.18 NEITHER PARTY SHALL BE LIABLE TO
                  THE OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL,
                  SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST
                  REVENUE, LOST DATA OR LOST PROFITS, ARISING OUT OF ANY BREACH
                  OF THE OBLIGATIONS OF THIS AGREEMENT, REGARDLESS OF THE THEORY
                  OF RECOVERY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
                  POSSIBILITY OF SUCH DAMAGES. HOWEVER, THE FOLLOWING ELEMENT OF
                  LOSS OR DAMAGE, IF PROVED, SHALL BE DEEMED DIRECT OR GENERAL
                  DAMAGES NOT EXCLUDED OR LIMITED BY THE PRECEDING SENTENCE:

              1.  LIABILITY, LOSS, OR DAMAGE FOR WHICH ONE PARTY IS OBLIGATED TO
                  INDEMNIFY THE OTHER UNDER THE SECTIONS ENTITLED "COMPLIANCE
                  WITH LAWS," "INDEMNITY,"

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

                                     - 19 -
<PAGE>

                                                       Agreement Number 02026713

                  "INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS,"
                  AND "INDEPENDENT CONTRACTOR";

              2.  LOSS OR DAMAGE PROXIMATELY CAUSED BY A PARTY'S BREACH OF ITS
                  OBLIGATIONS UNDER THE SECTION ENTITLED "INFORMATION'; AND

              3.  [**] PROVIDED UNDER ANY PROVISION OF THIS AGREEMENT.

         B.       LIMITATION OF DIRECT AND GENERAL DAMAGES. EXCEPT AS PROVIDED
                  IN THIS SECTION 3.18 NEITHER PARTY SHALL BE LIABLE TO THE
                  OTHER PARTY WITH RESPECT TO ANY ORDER OR THIS AGREEMENT FOR
                  ANY DAMAGES IN EXCESS OF ONE MILLION DOLLARS WITH RESPECT TO
                  ANY ORDER, NOR FOR ANY DAMAGES IN EXCESS OF FIVE MILLION
                  DOLLARS UNDER ALL ORDERS OR THIS AGREEMENT. HOWEVER, THE
                  FOLLOWING ELEMENTS OF LOSS OR DAMAGE, IF PROVED, SHALL NOT BE
                  EXCLUDED OR LIMITED BY THE PRECEDING SENTENCES:

              1.  LIABILITY, LOSS, OR DAMAGE FOR WHICH ONE PARTY IS OBLIGATED TO
                  INDEMNIFY THE OTHER UNDER THE SECTIONS ENTITLED "COMPLIANCE
                  WITH LAWS," "INDEMNITY," "INFRINGEMENT OF THIRD PARTY
                  INTELLECTUAL PROPERTY RIGHTS," AND "INDEPENDENT CONTRACTOR" ;
                  PROVIDED, HOWEVER, THAT, WITH RESPECT TO LOSS, LIABILITY, OR
                  DAMAGE WHICH MAY BE COVERED BY LIABILITY INSURANCE OF THE
                  TYPES REQUIRED IN THE SECTION ENTITLED "INSURANCE," EACH PARTY
                  SHALL AND HEREBY DOES WAIVE ANY CLAIMS DAMAGES IN EXCESS OF
                  THE LIMITS ON INSURANCE MENTIONED IN THAT SECTION;

              2.  LOSS OR DAMAGE PROXIMATELY CAUSED BY A PARTY'S BREACH OF ITS
                  OBLIGATIONS UNDER THE SECTION ENTITLED "INFORMATION";

              3.  AMDOCS' LIABILITY PURSUANT TO SECTION 3.34(D)(4) TO REFUND
                  AMOUNTS PAID FOR WORK UNDER A CUSTOM SOFTWARE DEVELOPMENT
                  ORDER, WHERE SUCH SOFTWARE FAILS ACCEPTANCE AND HAS NEVER BEEN
                  PUT INTO PRODUCTION; IF THE ARBITRATOR HAS DETERMINED THAT
                  SUCH FAILURE HAS RESULTED SOLELY FROM AMDOCS' FAILURE TO
                  PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, SHALL BE EQUAL
                  TO A MAXIMUM OF THE SUM OF AMOUNTS PAID BY SBC FOR SUCH WORK,
                  PLUS ANY LIQUIDATED DAMAGES THAT SBC HAS RECOVERED, EVEN IF
                  THE LIQUIDATED DAMAGES THEMSELVES

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

                                     - 20 -
<PAGE>

                                                       Agreement Number 02026713

                  HAVE REACHED THE ONE MILLION DOLLAR LIMIT PROVIDED IN THE
                  SECOND SENTENCE OF THIS SECTION;

              4.  AMDOCS' LIABILITY FOR FAILURE TO MEET ITS WARRANTY OBLIGATIONS
                  TO CORRECT CERTAIN ERRORS AND AMDOCS' LIABILITY FOR LIQUIDATED
                  DAMAGES FOR BREACH OF A SERVICE LEVEL AGREEMENT, BOTH OF WHICH
                  ARE, HOWEVER, SEPARATELY LIMITED AS PROVIDED IN SECTION
                  3.34(D); AND

              5.  SBC's liability to pay for Services rendered OR EXPENSES
                  INCURRED UNDER THIS AGREEMENT OR ANY ORDER THERETO.

3.18     MBE/WBE/DVBE (AND EXHIBITS)

         A.       SBC seeks to give minority-, women- and Disabled Veteran-owned
                  businesses the maximum opportunity to participate in the
                  performance of its contracts; current goals are MBE-15%,
                  WBE-5%, and DVBE-1.5%. Within twelve (12) months of the
                  Execution Date of this Agreement, and for each year
                  thereafter, Amdocs commits to goals for the participation of
                  MBE/WBE and DVBE firms (as defined in section 3.20 below
                  entitled "MBE/WBE/DVBE Termination") as follows: MBE - 4%
                  percent annual MBE participation; WBE - 2% percent annual WBE
                  participation; and DVBE - 0% percent annual DVBE
                  participation. These goals apply to all annual expenditures by
                  any entity pursuant to this Agreement with Amdocs. Amdocs
                  agrees to meet in good faith to evaluate with SBC on annual
                  basis whether Amdocs can increase participation over the life
                  of the Agreement.

         B.       Attached hereto and incorporated herein as Exhibit A is
                  Supplier's completed Participation Plan outlining its
                  MBE/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 MBE/WBE/DVBE Results Reports quarterly by the end of
                  the first week following the close of each quarter, using the
                  form attached hereto and incorporated herein as Exhibit B.
                  Participation Plans and Results Reports will be submitted to
                  the Prime Supplier Program Manager.

3.19     MBE/WBE/DVBE TERMINATION CLAUSE

         A.       Supplier agrees that falsification or misrepresentation of, or
                  failure to report a disqualifying change in, the MBE/WBE/DVBE
                  status of Supplier or any subcontractor utilized by Supplier,
                  or Supplier's failure to comply in good faith with any
                  MBE/WBE/DVBE utilization goals established by Supplier, or
                  Supplier's failure to cooperate in any investigation conducted
                  by SBC, or by SBC's agent, to determine Supplier's compliance
                  with this Section, will constitute

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

                                     - 21 -
<PAGE>

                                                       Agreement Number 02026713

                  a material breach of this Agreement. In the event of any such
                  breach, SBC may, at its option, pursue Termination through the
                  Dispute Resolution procedures of Section 4.7 upon thirty (30)
                  days notice where such breach remains uncured by Amdocs at the
                  end of the notice period. Supplier acknowledges and agrees
                  that SBC shall not be subject to Liability, nor shall Supplier
                  have any right to suit for damages as a result of such
                  Termination.

         B.       For purchases under this Agreement by Pacific Bell, Pacific
                  Bell Directory, Pacific Bell Mobile Services, Pacific Bell
                  Information Services, Pacific Bell Communications, and any
                  other entity operating principally in California (collectively
                  "California Affiliates"), Minority and Women Business
                  Enterprises (MBEs/WBEs) are defined as businesses which
                  satisfy the requirements of Subsection D below and are
                  certified as MBEs/WBEs by the California Public Utilities
                  Commission Clearinghouse ("CPUC-certified").

         C.       For purchases under this Agreement by any entity that is not a
                  California Affiliate, MBEs/WBEs are defined as businesses
                  which satisfy the requirements of Subsection d. below and are
                  either CPUC-certified or are certified as MBEs/WBEs by a
                  certifying agency recognized by SBC.

         D.       MBEs/WBEs must be at least fifty-one percent (51%) owned by a
                  minority individual or group or by one or more women (for
                  publicly-held businesses, at least fifty-one percent (51%) of
                  the stock must be owned by one or more of those individuals),
                  and the MBEs/WBEs' management and daily business operations
                  must be controlled by one or more of those individuals, and
                  these individuals must be either U.S. citizens or legal aliens
                  with permanent residence status. For the purpose of this
                  definition, minority group members include male or female
                  Asian Americans, Black Americans, Filipino Americans, Hispanic
                  Americans, Native Americans (i.e., American Indians, Eskimos,
                  Aleuts and Native Hawaiians), Polynesian Americans, and
                  multi-ethnic (i.e., any combination of MBEs and WBEs where no
                  one specific group has a fifty-one percent (51%) ownership and
                  control of the business, but when aggregated, the ownership
                  and control combination meets or exceeds the fifty-one percent
                  (51%) rule). "Control" in this context means exercising the
                  power to make policy decisions. "Operate" in this context
                  means actively involved in the day-to-day management of the
                  business and not merely acting as officers or directors.

         E.       For purchases under this Agreement by California Affiliates,
                  DVBEs are defined as business concerns that satisfy the
                  requirements of Subsection g. below and are certified as DVBEs
                  by the California State Office of Small and Minority Business
                  (OSMB). The DVBE must be a resident of the State of
                  California, and must satisfy the requirements of Subsection g.
                  below.

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

                                     - 22 -
<PAGE>

                                                       Agreement Number 02026713

         F.       For purchases under this Agreement by any entity that is not a
                  California Affiliate, DVBEs are defined as any business
                  concern that satisfies the requirements of Subsection g. below
                  and is either a defined DVBE for purchases by California
                  Affiliates, or is certified as a DVBE by a certifying agency
                  recognized by SBC.

         G.       The DVBE must be (i) a non publicly-owned enterprise at least
                  fifty-one percent (51%) owned by one or more disabled
                  veterans; or (ii) a publicly-owned business in which at least
                  fifty-one percent (51%) of the stock is owned by one or more
                  disabled veterans; or (iii) a subsidiary which is wholly owned
                  by a parent corporation, but only if at least fifty-one
                  percent (51%) of the voting stock of the parent corporation is
                  owned by one or more disabled veterans; or (iv) a joint
                  venture in which at least fifty-one percent (51%) of the joint
                  venture's management and control and earnings are held by one
                  or more disabled veterans. In each case, the management and
                  control of the daily business operations must be by one or
                  more disabled veterans. A disabled veteran is a veteran of the
                  military, naval or air service of the United States with a
                  service-connected disability. "Management and control" in this
                  context means exercising the power to make policy decisions
                  and actively involved in the day-to-day management of the
                  business and not merely acting as officers or directors.

3.20     NON-EXCLUSIVE MARKET

         It is expressly understood and agreed that this Agreement does not
         grant Supplier an exclusive privilege to provide to SBC any or all
         Material and Services of the type described in this Agreement, nor does
         it require SBC to purchase or license any Material or Services. It is
         understood, therefore, that SBC may contract with other manufacturers
         and suppliers for the procurement or trial of comparable Material and
         Services and that SBC may itself perform the Services described herein.
         Furthermore, subject to execution of the Non Disclosure Agreement
         attached at Exhibit E and the limitations in Section 3.13, SBC may
         contract with another Supplier to complete, enhance, and/or maintain
         Pre-existing Works included in Software or Services that were
         previously delivered to SBC by Supplier pursuant to this Agreement.

3.21     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:

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

                                     - 23 -
<PAGE>

                                                       Agreement Number 02026713

                      To:  AMDOCS, INC.
                           1390 TIMBERLAKE MANOR PARKWAY
                           CHESTERFIELD, MO 63017
                           ATTN: VICE-PRESIDENT, INVESTOR RELATIONS AND FINANCE

                      To:  SBC SERVICES INC.
                           2600 CAMINO RAMON 4E453
                           SAN RAMON, CA 94583
                           ATTN: DIRECTOR, ENTERPRISE SOFTWARE CONTRACTING

         B.       The addresses 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.

3.22     ORDER OF PRECEDENCE

         In the event of any conflict or inconsistency between provisions of
         this Agreement and the provisions of an Order the following order
         precedence shall control: (i) The Order; (ii) the Agreement; but only
         for purposes of such Order and, except for such Order, the terms and
         conditions of this Agreement shall not be deemed to be waived, amended
         or modified.

3.23     PRICE

         A.       Orders for Custom Software Development and OnGoing Support
                  Services shall be furnished by Supplier in accordance with the
                  prices and expense reimbursement policy set forth in Appendix
                  1.2(2) and 1.2(4) respectively, attached hereto and made a
                  part hereof, or pursuant to such other prices as may be
                  mutually agreed by the parties in an Order. The prices for all
                  Custom Software Development and OnGoing Support Services in
                  Appendix 1.2(2) and 1.2(4) are effective July 1, 2003 and
                  shall remain firm until June 30, 2004. Thereafter, the rates
                  shall automatically renew each year for a one (1) year period
                  unless either party is notified 30 days prior to the effective
                  date requesting a change in rates. If an increase is
                  warranted, Amdocs shall review such proposed rate increase
                  with SBC in good faith, taking relevant market conditions into
                  account. If the parties are unable to reach agreement on a
                  proposed rate increase, Amdocs may increase pricing in
                  Appendix 1.2(2) and 1.2(4). Such increases may not exceed the
                  increase in the [**], as published in the month preceding the
                  month in which the price increase is proposed. [**]. After the
                  initial labor rate increase, such labor rates shall not be
                  increased more than once in any twelve months period. All
                  increases shall be only in accordance with this Agreement,
                  which changes must be in writing, reviewed by the SBC-Amdocs
                  Leadership Council, and signed by both Parties.

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

                                     - 24 -
<PAGE>

                                                       Agreement Number 02026713

         B.       Supplier shall provide the SBC-Amdocs Leadership Council with
                  any generally applicable and published list pricing for
                  Software, professional services, training, and other Materials
                  and Services on an annual basis.

         C.       Notwithstanding any other remedies available to Amdocs under
                  this Agreement or under applicable law, payment in arrears of
                  more than [**] days shall bear interest from the date payment
                  is due at the rate of two percent (2%) per annum above the
                  prime rate published by the New York Wall Street Journal
                  unless the amount in arrears is disputed in good faith and
                  until such dispute is resolved. Additionally, and without
                  affecting the foregoing, SBC failure to pay any undisputed
                  payment under this Agreement within sixty (60) days after such
                  payment becomes due shall be considered a material breach of
                  this Agreement by SBC, subject to the provisions of Section
                  4.7.

3.24     PUBLICITY

         A.       Supplier shall not use SBC's or its Affiliates' names or any
                  language, pictures, trademarks, service marks or symbols which
                  could, in SBC's judgment, imply SBC's or its Affiliates'
                  identity or endorsement by SBC, 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 material of whatever nature,
                  without SBC'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
                  SBC for written approval, at the address identified in Section
                  entitled "Notices", prior to publication, all Publicity
                  Matters that mention or display SBC'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.

         B.       SBC acknowledges that Amdocs is a publicly traded corporation
                  and is therefore subject to certain reporting rules that may
                  require that Amdocs publish certain matters which relate to
                  SBC.

3.25     QUALITY ASSURANCE

         For the term of this Agreement, Amdocs software development
         organization(s) will have a quality program in place.

         A.       [**]. Amdocs' Custom Software development organization(s) [**]
                  the effective date of this agreement, [**].

         B.       Supplier Performance Program. Both Parties hereby agree to
                  participate in the Supplier Performance Program ("Program")
                  described below. The Program will assist Amdocs in
                  self-identifying areas of deficiency that may develop in

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

                                     - 25 -
<PAGE>

                                                       Agreement Number 02026713

                  Amdocs' performance as it relates to fulfilling its
                  obligations under this Agreement. Participation in or use of,
                  the Program does not negate or diminish Amdocs'
                  responsibilities as it relates to its requirements to perform
                  its obligation as defined elsewhere in this Agreement nor does
                  it negate, diminish or waive SBC's rights or remedies as
                  defined elsewhere in this Agreement. If there is a conflict
                  between the Program and other sections of this Agreement the
                  other sections of this Agreement shall control. The Parties
                  intent is that documentation requirements under the Program
                  will be satisfied by other documentation obligations provided
                  for elsewhere in this Agreement. Accordingly, the Parties do
                  not anticipate that compliance with the Program will impose
                  upon Amdocs obligations above that otherwise provided for in
                  this Agreement.

                  Amdocs shall:

                           1.       Monitor its performance relative to certain
                                    mutually agreed measurable performance
                                    indices such as Software performance,
                                    service performance, and on time delivery.
                                    Performance measurements collected for the
                                    purposes of the Program will be defined by
                                    the parties from time to time.

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

                           3.       Conduct a self-evaluation of its performance
                                    based on the analysis of the data reported.
                                    In those areas where Amdocs' performance
                                    deviates from agreed and identified
                                    acceptable performance levels, Amdocs shall
                                    develop and submit specific performance
                                    improvement plans to SBC detailing Amdocs'
                                    plans to correct such deficiencies.

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

                  SBC shall:

                           1.       Work with Amdocs to define by mutual
                                    agreement the data requirements that Amdocs
                                    will monitor and report.

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

                                     - 26 -
<PAGE>

                                                       Agreement Number 02026713

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

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

                           4.       Cooperate with Amdocs to address areas in
                                    which the parties agree that SBC can help to
                                    improve Amdocs' ability to meet agreed
                                    performance metrics.

3.26     RECORDS AND AUDITS

         Supplier agrees that it will:

         A.       Maintain complete and accurate records of all amounts billable
                  to and payments made by SBC related to the Material and
                  Services provided by Supplier to SBC, in accordance with
                  Generally Accepted Accounting Principles and Practices,
                  uniformly and consistently applied in a format that will
                  permit audit;

         B.       Retain such records and reasonable billing detail for a period
                  of at least three (3) years from the date of final payment for
                  Material and Services;

         C.       Provide reasonable supporting documentation to SBC concerning
                  any disputed invoice amount within thirty (30) calendar days
                  after receipt of written notification of such dispute; and

         D.       Provide all records required under this Section 3.27 for audit
                  by a mutually acceptable independent third party auditor (who
                  shall have signed a confidentiality agreement with Amdocs
                  substantially in the form of Exhibit C) appointed by SBC at
                  its expense, on reasonable advance notice, no more than once
                  in any twelve (12) month period, and during normal business
                  hours, either (i) in the event of a dispute between SBC and
                  Amdocs hereunder, or (ii) for the purpose of verifying that
                  Amdocs is complying with its obligations hereunder.

3.27     SEVERABILITY

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

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

                                     - 27 -
<PAGE>

                                                       Agreement Number 02026713

3.28     SUBCONTRACTING

         Where a portion of the Work is subcontracted, Supplier remains fully
         responsible for performance thereof and shall be responsible to SBC for
         the acts and omissions of any subcontractor and any temporary worker
         engaged by Amdocs. Any use of a subcontractor which is not an Affiliate
         of Amdocs (but not of a temporary worker) must be either set forth in
         the applicable Order or otherwise communicated to SBC before
         commencement of the Work. Supplier shall endeavor to obtain and
         maintain insurance for acts and omissions of subcontractor in material
         conformity with the Insurance Section of this Agreement. The Supplier
         agrees to execute a subcontract with every subcontractor such which
         materially conforms with the terms of this Agreement and, specifically,
         with the Insurance Section of this Agreement. Furthermore, Supplier
         agrees to have its subcontractors under the Agreement execute the
         non-disclosure agreement attached as Exhibit E.

         The parties agree that the temporary workers and Subcontractors engaged
         by Amdocs may from time to time require access to the premises and
         facilities of SBC for their participation in the performance of this
         Agreement and the Orders issued hereunder, and that if so requested by
         Amdocs, SBC shall deal with the personnel of the Subcontractors and
         with any reasonable requests of the Subcontractors, in all respects, as
         if such personnel were the personnel, and such requests were the
         requests, of Amdocs.

3.29     SURVIVAL OF OBLIGATIONS

         Obligations and rights in connection with this Agreement, which by
         their nature would continue beyond the Termination 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," "Limitation of Liability",
         "Publicity," "Severability," "Information," "Independent Contractor"
         and "Warranty," will survive the Termination or expiration of this
         Agreement.

3.30     TAXES

         A.       SUPPLIER'S rates, fees, and other charges set forth in the
                  Agreement and any Order exclude taxes that SUPPLIER may be
                  called upon to pay as a result of the transaction, except US
                  withholding taxes, that are levied upon, or measured by, the
                  value of sale, services, or license furnished under an Order,
                  or any price or fee paid by SBC under this Agreement, such as
                  a "sales tax" or "service tax", value added tax, goods and
                  service tax, and other similar taxes, U.S. excise tax, and
                  non-US withholding tax (collectively "excluded taxes"), it
                  being understood that SBC is not obligated to pay or to
                  reimburse Amdocs for its own income taxes, which are expressly
                  excepted from the category of excluded taxes.. SUPPLIER shall
                  invoice SBC for such excluded taxes as a separate item on the
                  invoice, listing the taxing jurisdiction imposing the tax and
                  SBC shall pay or reimburse

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

                                     - 28 -
<PAGE>

                                                       Agreement Number 02026713

                  SUPPLIER for such excluded tax when SBC pays its invoice.
                  Non-taxable charges must be separately stated. SBC agrees to
                  pay all applicable excluded taxes to Supplier. Supplier agrees
                  to remit such excluded axes to the appropriate taxing
                  authorities. Supplier agrees that it will honor properly
                  prepared retail sales tax exemption certificates, which SBC
                  may submit, pursuant to the relevant Sales/Use tax provisions
                  of the taxing jurisdiction.

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

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

         D.       If any taxing authority advises Supplier that it intends to
                  audit Supplier with respect to any taxes for which SBC is
                  obligated to reimburse Supplier under this agreement, Supplier
                  shall (i) promptly so notify SBC, (ii) afford SBC an
                  opportunity to participate with Supplier in such audit with
                  respect to such taxes and (iii) keep SBC fully informed as to
                  the progress of such audit. Each Party

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

                                     - 29 -
<PAGE>

                                                       Agreement Number 02026713

                  shall bear its own expenses with respect to any such audit,
                  and the responsibility for any additional tax, penalty or
                  interest resulting from such audit shall be determined in
                  accordance with the applicable provisions of this section.
                  [**] this section shall [**].

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

         F.       SBC and Supplier agree that they will reasonably cooperate
                  with each other with respect to any tax planning to minimize
                  taxes. The degree of cooperation contemplated by this section
                  is to enable any resulting tax planning to be implemented and
                  includes, but is not limited to: (i) Supplier's installing and
                  loading all of the Software licensed by SBC under this License
                  Agreement and retaining possession and ownership of all
                  tangible personal property, (ii) Supplier installing, loading
                  and/or transferring the Software at a location selected by
                  SBC, and (iii) Supplier delivering all of the Software in
                  electronic form. SBC agrees to bear all reasonable external
                  (paid to third parties), additional expenses incurred by
                  Supplier to comply with the provisions of this subsection.
                  Supplier's cooperation shall not be viewed as any agreement
                  with, or guarantee of, the taxability or non-taxability of the
                  transaction.

3.31     TERM OF AGREEMENT

         A.       This Agreement is effective August 7, 2003 and, unless
                  Terminated as provided in this Agreement, shall remain in
                  effect for a term ending August 6, 2008. The Parties may
                  extend the term of this Agreement by mutual agreement in
                  writing.

         B.       The Termination 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 were still in effect.

3.32     TITLE TO WORK

         A.       All right, title, and interest in Work produced for SBC under
                  this Agreement shall be treated as provided in this Section.
                  Subsection b. below shall apply where SBC's Order for Custom
                  Software does not include Supplier's Pre-Existing Works.
                  Subsection c. below shall apply where SBC's Order for Custom
                  Software includes Supplier's Pre-Existing Works. Subsection d
                  below shall apply where Work is produced under an Order for
                  programming services, including OnGoing Support Services.

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

                                     - 30 -
<PAGE>

                                                       Agreement Number 02026713

         B.       CUSTOM SOFTWARE DEVELOPMENT NOT INVOLVING PRE-EXISTING WORKS.
                  Except as otherwise provided in an Order, when an Order does
                  not involve Supplier's Pre-Existing Works, Supplier hereby
                  assigns and will assign to SBC all rights and interests,
                  including patent and copyrights, in all Custom Software and
                  modifications thereto. Such Custom Software shall become the
                  exclusive property of SBC. SBC shall have the right to obtain
                  and hold in its own name copyrights or other intellectual
                  property protection that may be available or become available
                  in such Custom Software. It is hereby agreed that SBC, its
                  designees or assignees, will be given all reasonable
                  assistance, at SBC's cost, required to perfect such rights,
                  titles and interests. Supplier shall place the following
                  notice on all disks or other media containing a copy of the
                  Custom Software so that it appears when the Custom Software is
                  run or printed out:

                  "This is the confidential, unpublished property of SBC
                  Services, Inc.. Receipt or possession of it does not convey
                  any rights to divulge, reproduce, use, or allow others to use
                  it without the specific written authorization of SBC Services,
                  Inc. and use must conform strictly to the license agreement
                  between user and SBC. Copyright O ____ [insert year] SBC
                  Services, Inc. All rights reserved."

         C.       CUSTOM SOFTWARE DEVELOPMENT INVOLVING PRE-EXISTING WORKS.
                  Except as otherwise provided in an Order, the rights and
                  interests applicable to any Order for Custom Software that
                  consists partially of Supplier's Pre-Existing Works ("Supplier
                  Portion") and partially of Custom Software specifically
                  written by Supplier for SBC ("SBC Portion") shall be as
                  follows:

                           1.       The SBC Portion shall become the exclusive
                                    property of SBC, including title to
                                    copyrights and rights to register the
                                    copyright in all copyrightable Custom
                                    Software in the SBC Portion. The ownership
                                    of all rights, including but not limited to
                                    copyrights, is hereby assigned to SBC as
                                    provided in paragraph b, above.

                           2.       The Supplier Portion shall remain the
                                    exclusive property of Supplier; provided,
                                    however, that SBC shall have an
                                    unrestricted, nonexclusive, royalty free,
                                    transferable, assignable perpetual license
                                    to reproduce, use, modify and sublicense the
                                    Supplier Portion. Title to any modification
                                    made by SBC shall remain with SBC.

                           3.       If the Supplier Portion is to contain
                                    Third-Party Software, Supplier must identify
                                    such Third-Party Software in the Order. Such
                                    Third-Party Software shall be deemed
                                    Standard Software and shall remain the
                                    property of such other Party. All such
                                    Standard Third-Party Software shall be
                                    identified on the applicable Order. Supplier
                                    shall place the following notice on all
                                    disks or other

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

                                     - 31 -
<PAGE>

                                                       Agreement Number 02026713

                                    media containing a copy of the Custom
                                    Software, which does not include the
                                    Supplier Portion, and on all Program
                                    Material which does not include the Supplier
                                    Portion, so that it appears when such Custom
                                    Software is run or printed out:

                                            "This contains material which is the
                                            confidential, unpublished property
                                            of SBC Services, Inc. Receipt or
                                            possession of it does not convey any
                                            rights to divulge, reproduce, use,
                                            or allow others to use it without
                                            the specific written authorization
                                            of SBC Services, Inc. and use must
                                            conform strictly to the license
                                            agreement between user and SBC
                                            Services, Inc.

                                            Copyright (C) ____ [INSERT YEAR]
                                            [INSERT NAME OF OWNER OF COPYRIGHT
                                            IN SUPPLIER PORTION]

                                            Copyright (C) ____ [INSERT YEAR] SBC
                                            Services, Inc. All rights reserved."

         D.       ONGOING SUPPORT. With the exception of Pre-Existing Works
                  which are licensed to SBC pursuant to Section 3.33(C)(2),
                  Software and Program Material produced by Amdocs personnel
                  under this Agreement as a contribution to Software or Program
                  Material jointly developed or jointly modified by Amdocs
                  personnel and SBC personnel shall be deemed to be "work made
                  for hire" under the United States Copyright Act, and SBC shall
                  be deemed to be the author of such Software and Program
                  Material under the Copyright Act, to the fullest extent
                  allowed under the Copyright Act, and Amdocs hereby assigns and
                  will assign to SBC all rights, title and interest it may have
                  in such Software and Program Material, including patents and
                  copyrights, in the event that any such Software and Program
                  Material is not eligible for treatment as a work made for
                  hire, Amdocs shall assign and hereby does assign to SBC all
                  rights, title, and interest in all Software and Program
                  Material produced via joint development, with the sole
                  exception of Pre-Existing Works which are licensed to SBC
                  under Section 3.33(C)(2).

         E.       Notwithstanding anything to the contrary herein, the parties
                  recognize that Amdocs retains the right to design or develop
                  software or documentation, or otherwise perform services for
                  any other Amdocs customer, which activities may result in the
                  creation of intellectual property, software, documentation or
                  related materials that are substantially similar to the
                  Software or Materials delivered to SBC hereunder. SBC shall
                  have [**], and SBC shall [**] so long as [**] SBC [**]. For
                  purposes of this Section E, "SBC Patents" are defined as those
                  issued patents which are owned by SBC.

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

                                     - 32 -
<PAGE>

                                                       Agreement Number 02026713

         F.       In any event, SBC shall notify Amdocs if SBC files for
                  patent(s) in the Work or a portion thereof, and SBC shall not
                  file suit against Amdocs in relation to the Assigned Patent(s)
                  until SBC (i) notifies Amdocs of the alleged patent
                  infringement; (ii) provides Amdocs with a reasonable period of
                  time to investigate the claim; (iii) negotiates in good faith
                  pursuant to reasonable commercial terms for an appropriate
                  patent license to cover Amdocs and such other customers; and
                  (iv) allows Amdocs a commercially reasonable amount of time
                  not more than one hundred and twenty (120) days to modify the
                  alleging infringing materials to resolve the matter.

3.33     AMDOCS WARRANTIES

         A.       Warranty for Custom Software Development Orders. Subject to
                  the limitations set forth in Section 3.34(D) Amdocs will fix
                  at no charge to SBC any Error in the Custom Software created
                  under a Qualified Custom Software Development Order, which
                  Error is identified during the Warranty Period and results
                  solely from the negligent acts or omissions of Amdocs.

                           1.       For purposes of this Agreement, a "Qualified
                                    Custom Software Development Order" is any
                                    Order for Custom Software Development (i)
                                    that is performed with Amdocs Management
                                    Oversight, (ii) where System Test is under
                                    Amdocs responsibility, (iii) unless
                                    otherwise agreed in the applicable Order.

                           2.       For purposes of this Agreement, the Warranty
                                    Period is [**] days commencing upon delivery
                                    into Acceptance Test, unless otherwise
                                    mutually agreed in the applicable Order.

                           3.       For purposes of this Agreement, Management
                                    Oversight occurs where a party is
                                    responsible for the day to day direct
                                    decision making pertaining to applicable
                                    development resources - whether SBC, or
                                    Amdocs, or both - assigned to the completion
                                    of the deliverables.

                           4.       The parties acknowledge that, [**].
                                    Therefore, the parties agree that such
                                    definitions will be replaced by different,
                                    mutually agreed mechanisms provided in the
                                    applicable Order.

                           5.       In order to effectuate the above warranty,
                                    the "Form of Order" for Custom Software
                                    Development (Appendix 3.37) attached to the
                                    Master Agreement shall include line items
                                    specifying:

                                    i.      Management Oversight by: ____

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

                                     - 33 -
<PAGE>

                                                       Agreement Number 02026713

                                    ii. Party responsible for System Test:
                                    _________

                                    iii. Warranty: Applies / Not Apply.

                                    iv. If the above items ((i)-(iii)) are not
                                    specified, the warranty shall apply,
                                    provided that the Order constitutes a
                                    Qualified Custom Software Development Order.

                           6.       For avoidance of doubt, unless otherwise
                                    agreed (including, without limitation,
                                    pursuant to Section 3.34(A)4), no warranty
                                    is offered in a Custom Software Development
                                    Order that does not constitute a Qualified
                                    Custom Software Development Order.

                           7.       Upon mutual agreement of the parties, this
                                    Warranty for Custom Software Development may
                                    be amended or supplemented in the Order,
                                    including via the implementation of a
                                    Service Level Agreement pursuant to Section
                                    5.8.

         B.       OnGoing Support Orders

                  Subject to the limitations set forth in Section 3.34(D),
                  Amdocs shall perform the OnGoing Support Services in a good
                  and workmanlike manner, at or above industry standards. Under
                  this warranty, Amdocs shall fix Errors in the OnGoing Support
                  Services which result solely from negligent acts or omissions
                  of Amdocs, to the extent and in the manner as follows:

                           1.       For Amdocs' OnGoing Support personnel which
                                    augment SBC's development teams by providing
                                    development work, SBC shall be entitled to
                                    require such personnel to reperform Services
                                    containing software Errors, at no charge to
                                    SBC, provided such Errors (i) are reported
                                    to Amdocs within [**] days commencing upon
                                    delivery into Acceptance Test, and (ii)
                                    occur as the result of Amdocs' sole
                                    responsibility.

                           2.       OnGoing Support personnel providing
                                    Production Support in a defective manner
                                    shall reperform the defective Services until
                                    such defects are corrected, at no charge to
                                    SBC, provided such defect(s) are reported to
                                    Amdocs within [**] days after the work was
                                    originally delivered to SBC, and provided
                                    SBC did not contribute to the defect(s).

                           3.       Amdocs OnGoing Support personnel shall
                                    [**]In addition to the above remedies, if
                                    any Amdocs OnGoing Support personnel are not
                                    performing to SBC's reasonable satisfaction,
                                    the parties shall

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

                                     - 34 -
<PAGE>

                                                       Agreement Number 02026713

                                    attempt to resolve problem within [**] days
                                    after the date in which SBC escalates the
                                    matter to Amdocs' Project Manager. [**].

         C.       Additional Supplier Warranties. Subject to the limitations set
                  forth in Section 3.34(D). Supplier additionally 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 promptly notify SBC 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 and
                                    to provide or license the Material or
                                    Services;

                           4.       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;

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

                           6.       Supplier shall not intentionally or
                                    knowingly insert into the Material any
                                    Harmful Code at any time.

         D.       Limitations on Amdocs Warranties.

                  1.       Amdocs' warranty obligations to correct Errors or
                           re-perform Services pursuant to Section 3.34 or
                           otherwise in the Agreement, coupled with any
                           Liability for Liquidated Damages for breach of a
                           Service Level Agreement pursuant to Section 5.8,
                           shall together be limited in each Order to a total
                           amount equal to [**]percent ([**]%) of the fees paid
                           to Amdocs under each Order. The parties shall
                           calculate such cap based upon the total value of the
                           applicable Custom Software Development Order. Any
                           Services performed to fix an Error or otherwise
                           remedy a breach of warranty above the aggregate cap
                           shall be chargeable to SBC (i) at an hourly rate for
                           OGS as stated in the Order; or (ii) in the case of

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

                                     - 35 -
<PAGE>

                                                       Agreement Number 02026713

                           Custom Software Development, at a derived hourly rate
                           for fixed bid using the per resource fixed bid rate
                           in the Order; provided however (iii) Appendix 1.2(4)
                           will be utilized if the Order does not specify the
                           applicable rates. During the term of the Agreement,
                           [**] under the Order shall be [**]. For SBC
                           Affiliates other than [**], the parties shall
                           negotiate in good faith the required levels of
                           allocated resources required under fixed bid Custom
                           Software Development Orders for the performance of
                           support for non-warranty Services, including
                           Production Support.

                  2.       SBC acknowledges that the performance by Amdocs of
                           its obligations under this Agreement is dependant
                           upon the performance by SBC of certain obligations
                           and the SBC Responsibilities as defined in Section
                           3.35(the "SBC Responsibilities"). To the extent that
                           SBC fails to comply with the SBC Responsibilities,
                           and such failure results in Amdocs' inability to
                           perform its obligations, Amdocs shall provide written
                           notice to SBC of the failure to comply with SBC
                           Responsibilities. SBC shall be granted a period of
                           [**] days to cure its failure to comply with the SBC
                           Responsibilities. If SBC has not cured its failure
                           within the cure period, then Amdocs is entitled to
                           refer the matter for dispute resolution pursuant to
                           Section 4.7. During the cure period and the pendency
                           of the dispute resolution process, Amdocs shall be
                           relieved of its obligations and Liability in the
                           performance of the Services (including the warranty
                           obligations stated above) for that portion of the
                           Services which are impacted by SBC's failure to
                           fulfill the SBC Responsibilities.

                  3.       If at any time during the warranty period for
                           Software SBC believes there is a breach of any
                           warranty, SBC will notify Supplier setting forth the
                           nature of such claimed breach. Supplier shall
                           promptly investigate such claimed breach, and shall
                           either (i) provide Information that no breach of
                           warranty in fact occurred or (ii) [**], promptly use
                           its best efforts to take such action as may be
                           required to correct such breach under the Warranty.
                           In conducting its investigation of the alleged breach
                           of warranty, Supplier may utilize where appropriate
                           and mutually agreed, OnGoing Support Services
                           personnel (to the extent that Amdocs is performing
                           such OnGoing Support Services), [**].

                  4.       SBC's sole remedy and Amdocs' sole obligation and
                           Liability under the warranties stated in this Section
                           and/or Agreement is for Amdocs to correct the breach
                           of warranty by fix or replacement of

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

                                     - 36 -
<PAGE>

                                                       Agreement Number 02026713

                           the portion of the Software subject to the Error,
                           provided however [**] in the Order [**]; and (ii)
                           where such fix or replacement fails to occur after
                           reasonable opportunity to cure (as set forth in
                           Sections 5.2 and 5.3) during Acceptance Tests, and
                           [**] Agreement, [**], in the following circumstances:
                           Where the Arbitrator rules that (x) the uncured
                           breach is Amdocs' sole responsibility and (y) the
                           breach is such that the Software cannot pass
                           Acceptance Tests and cannot be placed into
                           production. In the event of a refund under this
                           Section 3.34(D), SBC shall return all deliverables
                           associated with the Project. THE WARRANTIES STATED
                           HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER
                           WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS, OR
                           IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED
                           WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
                           PARTICULAR PURPOSE, WHICH AMDOCS EXPRESSLY DISCLAIMS.

3.34     SBC WARRANTIES AND RESPONSIBILITIES

         A.       SBC represents and warrants:

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

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

                      3.   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.

                      4.   SBC shall reasonably provide necessary co-operation,
                           information, decisions and approvals requested by
                           Amdocs during the course of the Services.

                      5.   SBC shall install and maintain the environment for
                           the System unless otherwise specified in the Order.

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

                                     - 37 -
<PAGE>

                                                       Agreement Number 02026713

                           6.       SBC shall undertake all efforts reasonably
                                    required to ensure the co-operation of
                                    third-party vendors who are not under the
                                    direct control of Amdocs, and to manage such
                                    third party vendors as required for the
                                    performance of the Services and the Custom
                                    Software Development.

         B.       SBC Responsibilities. In addition to the warranties and
                  representations provided above, SBC shall perform the SBC
                  Responsibilities as specified in the Agreement and/or the
                  applicable Order, including but not limited to the following:

                           1.       Any SBC personnel performing services in
                                    conjunction with Amdocs' Services (either
                                    OnGoing Support or Custom Software
                                    Development) shall possess appropriate
                                    training and experience in relation to their
                                    assigned tasks.

                           2.       SBC shall provide the agreed upon number and
                                    type of personnel as specified in order for
                                    purposes of properly fulfilling the tasks
                                    that SBC undertakes in conjunction with a
                                    Project or Order.

                           3.       SBC shall perform its services in
                                    conjunction with any Order under this
                                    Agreement in a good and workmanlike manner,
                                    at or above industry standards.

                           4.       SBC shall correct at its expense any Error
                                    in the Software or deficiencies in the
                                    services which result solely from the
                                    negligent acts or omissions of SBC.

                           5.       Subject to the limitations contained in
                                    Section 3.34(D), and the requirement for SBC
                                    to maintain Production Support to cover
                                    non-warranty work contained in Section
                                    3.34(D), Amdocs and SBC shall negotiate in
                                    good faith (including using executive
                                    escalation procedures where necessary) to
                                    resolve any disputes over responsibility for
                                    correction of Errors or deficiencies.

3.35     ORDERS

         A.       SBC may order Material and Services by submitting Orders in
                  connection with this Agreement. The parties will strive to
                  submit Orders that are substantially in the format of
                  Appendixes 3.36 and 3.37, specifying the following
                  information, among other things, as called for by Appendixes
                  3.36 and 3.37:

                           1.       A description of the Services and/or
                                    Material;

                           2.       The requested Delivery Date;

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

                                     - 38 -
<PAGE>

                                                       Agreement Number 02026713

                           3.       The applicable price(s) or estimates thereof
                                    (as applicable);

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

                           5.       A statement of any terms and conditions that
                                    are in addition to, or different from, or
                                    modify the terms and conditions contained in
                                    this Agreement.

                           6.       The location to which invoices are to be
                                    rendered for payment; and

                           7.       SBC'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.

ARTICLE IV - LEADERSHIP COUNCIL, PROJECT MANAGEMENT

4.1      RELATIONSHIP MANAGEMENT

                  The Parties shall approach the relationship with Amdocs
                  performing as an extension of SBC Information Technology,
                  subject to Section 6.7 of this Agreement (Independent
                  Contractor). Amdocs will bring its expertise, knowledge and
                  technology solutions to SBC Information Technology, through
                  the Leadership Counsel, and shall work in concert with the SBC
                  Information Technology organization in bringing solutions to
                  SBC business units.

                  Amdocs will reasonably endeavor to solicit the active
                  participation by the respective SBC/Amdocs Leadership Council
                  Representative, prior to presentation of IT related solutions
                  to the SBC Business Unit, and Amdocs will reasonably endeavor
                  to solicit the active participation by the respective
                  SBC/Amdocs Leadership Council Representative where appropriate
                  in meetings with SBC business units.

                  It is SBC's expectation that Amdocs and SBC will approach each
                  specific engagement with the end of transitioning future
                  development, testing, operations, and management to SBC IT
                  employees under a timeframe and in accordance with Services
                  that will be defined and agreeable to both Parties and
                  specified in the applicable Orders.

4.2      LEADERSHIP COUNCIL

                  The parties agree to participate in the SBC Amdocs Leadership
                  Council. The purpose of the Leadership Council is to provide a
                  forum for SBC IT, SBC

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

                                     - 39 -
<PAGE>

                                                       Agreement Number 02026713

                  Business Unit Clients, Procurement, and Amdocs to discuss
                  performance issues and relationship opportunities. In general,
                  the Leadership Council will:

         A.       Review standard performance metrics as part of their standing
                  agenda.

         B.       Share all enterprise solutions, technologies and practices as
                  requested by SBC and proposed by Amdocs.

         C.       Meet quarterly, or more frequently as required.

         D.       Be facilitated by the SBC IT Amdocs Chairperson.

         E.       Consist of SBC and Amdocs membership which shall be comprised
                  of equal numbers of representatives from both Amdocs and SBC
                  in IT, Project Management, and Procurement who are responsible
                  for managing the SBC/Amdocs Customer/Supplier relationship.

         Additionally, the SBC/Amdocs Leadership Council will resolve all
         ambiguities, clarifications, definitions or other issues relating to
         the intent of a term, document or other element contained in a Project
         managed or directed by SBC.

4.3      SBC AMDOCS CHAIRPERSON

         SBC agrees to assign a chairperson with general oversight
         responsibility for the SBC-Amdocs relationship. This individual will:

         A.       Serve as the chairperson for the SBC/Amdocs Leadership Council
                  and is responsible for general oversight of the Amdocs
                  partnership.

         B.       Serve as the central point for all new services and products
                  purchased by SBC from Amdocs:

                           1.       Receive notification of all intentions to
                                    consider and/or utilize Amdocs well in
                                    advance of any negotiations or commitments.

                           2.       Work with IT Lead from applicable SBC ITS
                                    team to ensure consistency of Amdocs
                                    engagement.

         C.       Receive notice of all credits due from Amdocs, track all
                  credits due in a centralized database, and licenses from
                  Amdocs regardless of the application. Individual application
                  leads will manage utilization of credits within their area.
                  Amdocs will provide such information as reasonably requested,
                  but no less than on a quarterly basis.

4.4      PROPOSED PROJECTS

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

                                     - 40 -
<PAGE>

                                                       Agreement Number 02026713

         A.       Whenever SBC is considering contracting with Amdocs for a
                  proposed Project, SBC's and Amdocs' Leadership Council
                  representatives shall make reasonable efforts to meet or
                  otherwise discuss the project. A draft describing the Software
                  and the functionality required for such proposed Project may
                  be prepared and submitted by SBC to Amdocs. Such description
                  may include the name of the proposed Project, the name,
                  address and telephone number of SBC's Project Manager, any
                  special time requirements for the proposed Project, the
                  platform on which the Software is to operate and the
                  programming language desired, any methods or criteria for
                  testing the Software (in addition to or different from those
                  specified elsewhere in this Agreement), and any other
                  conditions which are significant to SBC in considering the
                  assignment of such Project.

         B.       Upon reasonable time to review the requirements, Amdocs shall
                  notify SBC as to whether Amdocs will submit to SBC a Proposal
                  Statement for the proposed Project. If Amdocs elects to submit
                  a Proposal Statement, it shall include, but not be limited to,
                  each of the following items whenever such item is applicable
                  to the Project:

                           1.       Amdocs' interpretation of the initial scope
                                    of the functional specifications based on
                                    Amdocs' knowledge of SBC's technology
                                    direction, hardware, and software standards
                                    for such Project, and any Standard Software
                                    which will be used as a part of the
                                    Software, if applicable;

                           2.       Amdocs' license fees, and maintenance
                                    support fees, for any Standard Software
                                    which may be included in the Software, if
                                    applicable;

                           3.       Amdocs' estimate of the costs for the
                                    development of the Custom Software. Such
                                    estimate shall be in sufficient detail that
                                    SBC may readily determine the costs
                                    applicable to the computer environment,
                                    Services, labor time and Material. Such
                                    estimate shall provide either (i) a fixed
                                    fee, or (ii) an express statement that
                                    Amdocs proposes to accomplish the
                                    development work on a time and charges
                                    basis; and

                           4.       The anticipated Delivery Date for the
                                    Software.

         C.       Such proposals shall include a breakdown of the estimated
                  hours and expenses. Estimates are provided based upon
                  then-current information, and factors arising during the
                  preparation of the Order may necessitate proposed changes in
                  resource estimates and/or expenses.

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

                                     - 41 -
<PAGE>

                                                       Agreement Number 02026713

         D.       Each such Proposal Statement shall be subject to SBC's written
                  acceptance, and any such Proposal Statement may be modified as
                  agreed by the Parties prior to placing an Order for Services.

         E.       Within a reasonable time after receiving Amdocs' written
                  Proposal Statement covering any proposed Project, SBC shall
                  notify Amdocs in writing of SBC's acceptance or rejection of
                  such Proposal Statement. SBC shall also identify any
                  requirements that have not already been addressed by Amdocs in
                  the Proposal Statement.

         F.       If accepted, the Parties shall prepare an Order for Software
                  and/or Services substantially similar to Appendixes 3.36 or
                  3.37, as applicable. Unless otherwise agreed in the Order, SBC
                  shall incur no obligation, cost, or expense as a result of
                  Amdocs' preparation of a Proposal Statement, nor SBC's
                  rejection of same. Amdocs shall have no Liability in
                  connection with (i) a Proposal Statement; (ii) an Order unless
                  executed by both Parties; or (iii) rejection of a draft Order.

         G.       SBC shall have no obligation under this Agreement to
                  compensate Amdocs for any Services rendered absent the
                  execution of an Order. If SBC requires Amdocs to initiate work
                  efforts prior to the execution of an Order, the parties will
                  confer with the Leadership Council members as to whether a
                  temporary letter of intent may be executed while the Order is
                  under review.

         H.       When such an Order is executed by SBC and Amdocs, Amdocs shall
                  proceed to develop such Custom Software or provide the
                  applicable Services, in compliance with the Specifications
                  contained with such Order.

4.5      PROJECT MANAGEMENT

         A.       Amdocs and SBC shall each designate a Project Manager, and
                  shall identify those individuals on the Order. The Project
                  Managers shall act as the primary interface between the
                  Parties during the development of Software and Delivery of
                  Services by Amdocs. The Parties' respective Project Managers
                  shall be responsible for ensuring the continuity of
                  communications between the Parties as the Project proceeds.

         B.       On a periodic basis during the development of Software, the
                  Parties shall meet in order for Amdocs to inform SBC of the
                  status of the Project. Such meetings shall include each
                  Party's Project Manager as well as appropriate additional
                  personnel, and where appropriate upon request Amdocs shall
                  provide SBC at each such meeting with a written status report
                  on the work being performed by Amdocs. Alternatively, the
                  parties may elect to forego all or some of such meetings and
                  may agree that Amdocs may simply provide SBC with periodic
                  written reports on the status of the projects being undertaken
                  by Amdocs under this Agreement and

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

                                     - 42 -
<PAGE>

                                                       Agreement Number 02026713

                  related Orders, including appropriate financial information.
                  The frequency of meetings and status reports shall be
                  determined by the Project Managers.

         C.       SBC may inspect any work and all related data and
                  Documentation being performed by Amdocs, including work being
                  performed at Amdocs' premises, upon reasonable prior notice.
                  SBC shall conduct any such inspection in a manner which causes
                  no delay or material disruption to the performance of the
                  Project.

         D.       A Party shall notify the other in a timely fashion of any
                  anticipated or known delay in the performance of any of its
                  responsibilities and shall include all relevant information
                  concerning the delay or potential delay. Any delay by SBC
                  shall increase any dependent Amdocs deadline or milestone by a
                  period at least equal to the amount of the SBC delay. In such
                  event the parties will employ the agreed change management
                  protocols to document the resultant changes to the Project
                  Plan and anticipated fees and expenses.

         E.       Any Project change, which reflects a material change in price
                  or schedule, must so specifically state in writing and be
                  approved by both Parties in writing before a change is
                  implemented by a party.

         F.       In the event there is a dispute that will materially impact a
                  Project that is not resolved by the Parties' Project Managers,
                  each Party shall be entitled to submit notice of the dispute
                  to the other Party in writing, described in complete detail,
                  and signed by an authorized representative of the disputing
                  Party. Within fifteen (15) days after a Party receives a
                  written description of the dispute, a meeting shall be
                  conducted between the Parties' respective account managers to
                  resolve the dispute. If the dispute is not resolved within
                  fifteen (15) days after the initial dispute resolution
                  meeting, the dispute shall be escalated to the higher
                  management levels of the respective organizations. If the
                  issue is not resolved within 30 days following the meeting at
                  the management levels, the dispute may be escalated to the
                  next meeting of SBC Amdocs Leadership Council.

         G.       If SBC, within [**] days after commencement of work by an
                  individual provided by Amdocs, determines, in its sole
                  discretion, that the individual does not demonstrate the
                  training or the skills to perform the services in a
                  satisfactory fashion or is not performing the services in a
                  professional, effective and efficient manner, the Parties'
                  Project Managers will attempt to resolve the matter within
                  [**]) days. If the Parties [**], Amdocs shall [**]. In
                  addition to the above remedies, if any Amdocs OnGoing Support
                  personnel are not performing to SBC's reasonable satisfaction,
                  the parties shall attempt to resolve problem within fourteen
                  (14) days after the date in which SBC escalates the matter to
                  Amdocs' Project Manager. [**] shall be [**].

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

                                     - 43 -
<PAGE>

                                                       Agreement Number 02026713

         H.       In the event Amdocs subcontracts all or a portion of the
                  Project to a subcontractor the following will apply. Amdocs
                  shall notify SBC in advance of utilizing a subcontractor in
                  accordance with Section 3.29, and such subcontractors shall be
                  identified by company name and work location on the Order.
                  Amdocs shall warrant that the subcontractor's plans,
                  resources, procedures, tools, methodologies, and standards for
                  Software have been reviewed by Amdocs prior to selecting a
                  subcontractor and the plans, resources, procedures, tools,
                  methodologies, and standards of the subcontractor meet the
                  project's requirements for deliverable quality, integration,
                  and SBC's Delivery Date(s) for Software. SBC reserves the
                  right to reasonably review and approve any or all
                  subcontractors used. Where required under the terms of the
                  applicable Order, Amdocs shall be responsible for all
                  Acceptance testing including unit, chain, stress and
                  end-to-end production validation as part of the Delivery of
                  subcontractor's Materials and/or Services to Amdocs and Amdocs
                  shall review and/or audit the activities and work product(s)
                  of subcontractor for managing the Software subcontract and
                  reporting results to SBC, in accordance with the Order.
                  Notwithstanding the foregoing, Amdocs will not be required to
                  identify to SBC the name of a subcontractor that is an
                  Affiliate of Amdocs, provided that Amdocs will be responsible
                  for performance by such subcontractor as specified in this
                  Section.

         I.       Knowledge transfer to the SBC named team is to be included as
                  a part of every Project to the extent, and in the manner
                  specified in the applicable Order. This may include, but not
                  be limited to, design walkthroughs, detailed design reviews,
                  test result walkthroughs, processing and job flow review,
                  operational and architectural review, environment review and
                  any other reasonable request at SBC's sole discretion, and the
                  appropriate documentation as provided by Supplier.

         J.       If required by SBC and specified in the Order, Amdocs shall
                  supply Project related personnel for a post-termination
                  transition period during which Amdocs' personnel remain on
                  site, or available for consultation. The fees shall be no more
                  than Amdocs' then-current standard rates, and the time frame
                  for such a transition period shall be determined by SBC and
                  specified in the Order.

4.6      HARDWARE AND THIRD PARTY SOFTWARE CONSIDERATIONS

         A.       SBC does not accept bundled hardware and software costs. Where
                  a solution is proposed containing hardware resale from Amdocs,
                  Amdocs shall breakout the hardware component.

         B.       All hardware and third party software acquisitions by SBC
                  through Amdocs should either align with SBC ITS corporate
                  standards and strategic direction or be supported by an
                  authorized Technology Strategies and Standards ("TSS")

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

                                     - 44 -
<PAGE>

                                                       Agreement Number 02026713

                  exception, in either case as determined by SBC and as such
                  determination is communicated to Amdocs.

         C.       All hardware and third party software purchases by SBC through
                  Amdocs will be managed through its defined acquisition
                  process.

         D.       Except as otherwise agreed and provided in the Order, the
                  terms and conditions governing the supply, warranty and
                  maintenance, and other aspects of hardware and third party
                  software purchases by SBC through Amdocs will be the terms and
                  conditions offered by the relevant manufacturer(s) or
                  vendor(s).

         E.       Amdocs has, from time to time, reseller agreements with
                  manufacturers and/or vendors of hardware and third parties'
                  software. SBC may allow Amdocs to submit bids to SBC to
                  purchase such components through Amdocs.

4.7      DISPUTE RESOLUTION

         A.       Executive Escalation Process. The parties shall attempt in
                  good faith to resolve any dispute arising out of or relating
                  to this Agreement or any Order promptly by negotiation between
                  the Parties, including the following escalation process:

<TABLE>
<S>                                                                <C>
(i) SBC's IT Director/Exec Director and Amdocs' Director           Between seven (7) and fourteen (14) days

(ii) SBC's Asst. Vice President and Amdocs Vice President          Between seven (7) and fourteen (14) days

(iii)SBC - Amdocs Leadership Council                               Between seven (7) and fourteen (14) days

(iv) SBC Vice President and Amdocs Division President              Between seven (7) and fourteen days
</TABLE>
                  If any escalation level does not resolve any matter to the
                  parties' mutual satisfaction, the persons at such level will
                  jointly brief and provide the next level with all information
                  and background material necessary to resolve the matter
                  through negotiations. Such procedure shall not prejudice any
                  other rights hereunder (e.g., specified time periods shall be
                  extended as necessary to allow for completion of the
                  escalation procedure time periods).

         B.       BINDING ARBITRATION. If the Parties are unable to promptly
                  resolve a dispute informally as specified in the preceding
                  Section, the matter shall be escalated to the SBC chief
                  information officer and the Amdocs chief executive officer.
                  After

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

                                     - 45 -
<PAGE>

                                                       Agreement Number 02026713

                  such senior management escalation, if the dispute nonetheless
                  remains unresolved, the Party alleging a material breach (the
                  "Moving Party") may initiate arbitration by providing the
                  other Party written notice of its intent to arbitrate. For the
                  avoidance of doubt, any controversy or claim arising out of or
                  relating to this Agreement, or any breach thereof, which
                  cannot be resolved using the executive escalation procedures,
                  shall be finally resolved under the Commercial Arbitration
                  Rules of the American Arbitration Association ("AAA") then in
                  effect. If the Parties are unable to agree upon an arbitrator
                  within twenty (20) business days of the Moving Party's written
                  notice to arbitrate, the Moving Party may request the American
                  Arbitration Association ("AAA") to appoint an arbitrator. The
                  AAA shall select an arbitrator who can promptly proceed with
                  and strive to conclude the arbitration as specified herein. If
                  a dispute is submitted to an arbitrator, it shall be finally
                  resolved through binding arbitration in New York, New York,
                  according to the Rules of the AAA, except as modified herein.
                  The award rendered by the arbitrator shall be final and
                  binding on the Parties and shall be deemed enforceable in any
                  court having jurisdiction thereof. The arbitration shall be
                  heard by a single arbitrator who shall by training, education,
                  or experience have knowledge of the general subject matter of
                  this Agreement. The arbitrator shall have only the power to
                  award damages, injunctive relief and other remedies to the
                  extent the same would be available in a court of law having
                  jurisdiction of the matter, except that the arbitrator shall
                  not have the power to vary from the provisions of this
                  Agreement. The arbitrator shall promptly commence the
                  arbitration proceeding with the intent to conclude the
                  proceedings and issue a written decision stating in reasonable
                  detail the basis for the award, which must be supported by law
                  and substantial evidence, as promptly as the circumstances
                  demand and permit, but generally no later than ten (10) weeks
                  after the arbitrator's appointment. Each Party acknowledges
                  that it is giving up judicial rights to a jury trial,
                  discovery and most grounds for appeal under the foregoing
                  provision.

         C.       The prevailing Party shall be entitled to recover from the
                  non-prevailing Party the reasonable attorneys' fees, expenses
                  and costs incurred by the prevailing Party in any arbitration.

         D.       The exercise of any remedy provided in this Agreement does not
                  waive the right of either Party to resort to arbitration.

         E.       During dispute resolution proceedings, including arbitration,
                  the Parties shall continue to perform their obligations under
                  this Agreement, except for those obligations directly related
                  to the dispute at issue. HOWEVER, SBC'S OBLIGATION TO CONTINUE
                  TO PERFORM ITS OBLIGATIONS DOES NOT IN ANY WAY LIMIT SBC'S
                  RIGHT AND POWER TO TERMINATE ANY ORDER FOR CONVENIENCE AT ANY
                  TIME.

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

                                     - 46 -
<PAGE>

                                                       Agreement Number 02026713

ARTICLE III - SPECIAL SOFTWARE TERMS

5.1      STANDARD SOFTWARE LICENSE AND LICENSE FEE

         Any Standard Software licensed to SBC prior to the date of this
         Agreement will continue to be licensed in accordance with the terms of
         the applicable agreement(s), except as otherwise agreed by the parties
         and specified in an Order. Any additional or different Standard
         Software not previously licensed by Amdocs shall be subject to separate
         agreement(s) to be negotiated by the parties, unless otherwise agreed
         to in an Order.

5.2      CUSTOM SOFTWARE DEVELOPMENT

         A.       Amdocs shall develop the Custom Software in compliance with
                  the applicable Order. During the development process, SBC
                  shall assist Amdocs and cooperate with Amdocs by making
                  employees available to Amdocs for consultation and providing
                  information, facilities, equipment and data required for the
                  performance of the Services. The Parties shall mutually
                  develop a project plan utilizing project management
                  methodologies agreed to by the parties, and predicated upon
                  the project's requirements. The project plan shall include
                  deliverables, milestones and reviews.

         B.       In accordance with the project plan and applicable
                  Specifications, Amdocs shall develop, complete, and deliver to
                  SBC all programming to be included in the Software. All
                  Software [**]. In accordance with the Project plan, SBC shall
                  provide to Amdocs the relevant test and interface data and
                  test scripts. All Software provided to SBC hereunder shall be
                  tested (including unit subsystem and system testing) and
                  debugged by Amdocs, unless otherwise specified in the Order.

         C.       After the completion of such testing and debugging, Amdocs
                  shall deliver (and install, if applicable) such Software to
                  SBC on or before the scheduled Delivery Date set forth in the
                  applicable Order. Delivery shall be in accordance with Section
                  5.6. The protocol for Acceptance Tests after Delivery is
                  described below in Section 5.3.

         D.       The respective Project Managers of each party shall meet at
                  such intervals as determined in the Order or as they determine
                  to be necessary, to track the actual time and charges incurred
                  against the Project plan and Project resource plan and to
                  prepare an explanation of any variance in excess of any limits
                  fixed by the Order between projected and actual time and
                  charges. The respective Project Managers shall review each
                  party's progress in meeting its objectives under the Project
                  plan. Upon the request of SBC's Project Manager, Amdocs'
                  Project Manager will provide a written progress report
                  identifying any circumstance (including but not limited to any
                  discovery of ambiguity in any previously

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

                                     - 47 -
<PAGE>

                                                       Agreement Number 02026713

                  approved Specifications) coming to light since the previous
                  such meeting which is likely to result in (i) a delay in
                  Amdocs' ability to meet its due dates, or (ii) a proposed
                  adjustment in projected amounts likely to be billed to SBC for
                  time and charges, or (iii) both such a proposed adjustment and
                  a such a delay. The report will provide Amdocs' best estimate
                  of the length of such projected delay and the amount of such
                  proposed adjustment to time and charges. To the extent that
                  any such circumstance is shown to have resulted from a failure
                  of SBC (including any contractor or subcontractor of SBC) to
                  meet its obligations with respect to the Project, Amdocs shall
                  be granted an equitable extension of time and an equitable
                  adjustment of the fixed or estimated fee to the extent
                  necessary to remedy SBC's failure to meet its obligations.
                  Amdocs waives any and all claims for any such equitable
                  extension or adjustment to the extent that it is based on any
                  such circumstance in which Amdocs failed to notify SBC within
                  one month (or otherwise specified in the Order) of Amdocs'
                  recognition of the problem.

         E.       Each equitable extension of time and each equitable adjustment
                  of any fixed or estimated fee shall be recorded in a Change
                  Order which shall be prepared in the form of Appendix 4.18 and
                  executed by the respective Project Managers of each party. In
                  addition, if SBC desires to make a change in any previously
                  approved specifications, then SBC shall deliver a change
                  request to Amdocs, and Amdocs shall respond by providing a
                  written change quote specifying any proposed adjustment to
                  time and charges that Amdocs believes necessary to effectuate
                  the change. If SBC accepts the proposed change, the parties
                  shall complete a Change Order using Appendix 4.18. Each such
                  Change Order shall become an amendment to the applicable Order
                  when signed by the respective Project Managers for each party,
                  except that any Change Order which results in an estimated or
                  actual increase in charges to SBC in excess of the original
                  approved amount of the Order will require the approval of
                  SBC's original signatory to the Order (or functional
                  equivalent) in accordance with SBC's Schedule of
                  Authorization.

         F.       If Program Material or Software is not delivered to SBC (and
                  installed, if applicable), on or before the scheduled Critical
                  Performance Milestone Date or Delivery Date therefore (as
                  extended by any Change Order), the parties shall follow the
                  dispute resolution process defined in Section 4.7. If, as a
                  result of the dispute resolution process, the Arbitrator
                  determines that such failure is due to Amdocs' sole fault, SBC
                  may, at its option:

              (i) [**] scheduled Critical Performance Milestone Date or Delivery
                  [**]; or

              (ii)[**] the Order covering such Software [**] Custom Software
                  [**] in accordance with the [**] Order. Amdocs shall [**]; or

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

                                     - 48 -
<PAGE>

                                                       Agreement Number 02026713

              (iii)[**] the Order covering such Software [**] under the Order,
                   provided however that [**].

              (iv)[**] pursuant to this Section 5.2(F)(i)-(iii), inclusive, each
                  party shall [**]

         G.       If the applicable Order states that Amdocs is to install the
                  Software, Amdocs shall certify to SBC that the Software has
                  been installed and tested by delivering to SBC a certificate
                  of installation.

         H.       From time to time SBC may authorize Amdocs to use computer
                  systems that are physically located on SBC's premises pursuant
                  to Section 6.4. Such authorization shall be limited to
                  Projects specified in writing by SBC.

         I.       Supplier shall notify SBC as soon as reasonably possible of
                  any Custom Software issues and risks that are identified by
                  Supplier staff and provide Custom Software development
                  progress reports as reasonably requested by SBC.

5.3      ACCEPTANCE OR REJECTION

         A.       After the delivery of the Software or SBC's receipt of Amdocs'
                  Certificate of Installation, if applicable, SBC will start the
                  System Certification Testing ("Acceptance Test Period").

         B.       During the Acceptance Test Period, SBC will notify Amdocs
                  immediately in writing of any inconsistency(ies) with the
                  Specifications found by SBC, and Amdocs will promptly correct
                  such inconsistency(ies) and deliver to SBC the resulting
                  corrections. SBC shall have the right to test the Software
                  after such corrected and/or completed Software is redelivered
                  to SBC, and such corrected and/or completed Software shall
                  thereafter be subject to SBC's acceptance or rejection under
                  this Section. The Acceptance Test Period shall be extended by
                  the greater of either (i) [**] during which [**] the Software,
                  or (ii) when applicable, [**] in the Software and which [**]If
                  the Software conforms with the terms of the applicable Order
                  during the Acceptance Test Period, SBC shall sign and deliver
                  a copy of an Acceptance Letter substantially in the form of
                  Exhibit A ("Acceptance Letter") to Amdocs after the completion
                  of the Acceptance Test Period. If SBC fails to send an
                  Acceptance Letter, or to inform Amdocs of the rejection of the
                  Software, within two (2) business days after the conclusion of
                  the Acceptance Test Period, then the Software is deemed to be
                  accepted at the end of such Acceptance Test Period.

         C.       [**] any Software [**] during the Acceptance Test Period [**]
                  prior to the date [**]. However, [**] the Acceptance Test
                  Period shall [**].

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

                                     - 49 -
<PAGE>

                                                       Agreement Number 02026713

         D.       Any Program Materials other than Custom Software are deemed
                  accepted upon delivery, subject to Amdocs' responsibility to
                  correct Errors in such Program Materials as set forth in
                  Section 3.34.

5.4      TECHNOLOGY STANDARDS

         Amdocs and SBC agree that all architecture and design decisions
         specified in the corresponding Orders will adhere to the following
         fundamental concepts where technically feasible and commercially
         reasonable and referenced in the applicable Order:

         A.       At no additional cost to SBC, Supplier's Custom Software
                  coding shall be documented, and use of "hard-coded" values
                  shall require the approval of SBC. The reuse of common
                  sub-routines, and use of open application interfaces ("API")
                  and open industry standard interfaces to help enable rapid
                  time to market shall be required.

         B.       Such other concepts and guidelines (e.g. single approved GUI
                  and common security scheme) as may be adopted by SBC and
                  communicated to Amdocs after execution of this Agreement.

5.5      SOURCE CODE AVAILABILITY

         Supplier shall [**] the Custom Software, [**] such Custom Software
         [**]. Supplier shall provide, [**], during the term of this Agreement
         [**], Supplier shall [**]

5.6      DELIVERY OF SOFTWARE

         Software Deliveries shall be in the form selected by SBC, including,
         but not limited to, electronic data exchange, U.S. Mail or a private
         carrier, except as otherwise agreed by the Parties and/or specified in
         the applicable Order. Except as otherwise agreed by the Parties and/or
         specified in the applicable Order, Supplier shall deliver the Software
         (and any subsequent releases or upgrades of the Software purchased by
         SBC) electronically, either through transfer by means of
         telecommunications or by copying the Software directly onto SBC's
         computer, disk, tape or other storage medium selected by SBC. Unless
         and until directed in writing by SBC to do so, Supplier will not
         transfer any disks, tapes or other tangible property containing the
         Software (or any subsequent releases or upgrades of the Software) to
         SBC.

5.7      THIRD-PARTY SOFTWARE

         With and prior to execution of each Order, Supplier shall provide a
         written list of all standalone Third-Party Software that is part of the
         Software ordered by SBC or provided by Supplier.

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

                                     - 50 -
<PAGE>

                                                       Agreement Number 02026713

5.8      ERROR SEVERITY LEVEL, RESOLUTION PLAN, AND LIQUIDATED DAMAGES

         A.       Supplier and SBC shall negotiate in good faith in any Order
                  under this Agreement to include a Service Level Agreement and
                  Liquidated Damages for failure to meet the Service Level
                  Agreement which collectively may govern certain aspects of
                  performance of the Software under the Order following
                  Acceptance thereof.

         B.       In the case of Service Level Agreement commitments defined in
                  the Order for which Amdocs is solely responsible, Supplier
                  shall use its best efforts to acknowledge or otherwise satisfy
                  the commitments in the Service Level Agreement within the
                  performance timeframes indicated in the Order.

         C.       Supplier shall use its best efforts to correct any and all
                  Errors in the Software in accordance with the Error Severity
                  Levels specified in the Order, and respond according to the
                  escalation process, or processes, as agreed by the Parties and
                  specified in the Order.

         D.       If Supplier fails to correct Errors in the Software in
                  accordance with the Error Severity Levels specified in the
                  Order, then in accordance with the Service Level Agreement SBC
                  may convene a meeting of the parties' respective Project
                  Managers to address the situation. Barring resolution of the
                  matter by the parties Project Managers, SBC may escalate the
                  matter to the Leadership Counsel. Following such escalation,
                  [**] in the Service Level Agreement [**] No payments, progress
                  or otherwise, made by SBC to Supplier after any scheduled
                  Delivery Date shall constitute a waiver of the right to
                  receive Liquidated Damages. If SBC elects to exercise its
                  right to recover Liquidated Damages specified hereunder,
                  Supplier shall provide a credit as shown in the column titled
                  "Liquidated Damages" in the Service Level Agreement, and such
                  credit(s) shall be assessed on a per Error basis up to the
                  aggregate cap described in Section 3.34. Such Liquidated
                  Damages shall be provided [**] the Service Level Agreement
                  [**].

5.9      DOCUMENTATION UPDATES

         As part of the OnGoing Support Services provided under an Order, and
         upon SBC's request, Supplier agrees to provide updates to Documentation
         furnished to SBC hereunder which is related to the use and support of
         the Software. Documentation shall be maintained and revised as part of
         such services to reflect enhancements and corrections to the Software
         resulting from the issuance of a new release, including the
         incorporation of new or revised operating procedures resulting from
         corrections to and revisions of the Software, including API's.

         As part of its Custom Software Development Services under an Order,
         Supplier shall coordinate with SBC in the manner and to the extent
         stated in the applicable Order to

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

                                     - 51 -
<PAGE>

                                                       Agreement Number 02026713

         provide Documentation updates on all systems issues, open and closed,
         associated with Custom Software developed for SBC. This includes, but
         is not limited to, issues logs, test results, jeopardy documents, and
         temporary code work arounds.

5.10     CHANGE MANAGEMENT

         A.       The Parties agree that all changes to this Agreement or an
                  Order which materially alter the terms and conditions of this
                  Agreement or an Order, must be in writing by written amendment
                  to this Agreement or Order, respectively, and signed by the
                  Parties. Therefore, any proposed change must first be
                  initiated by SBC's and Amdocs' respective representatives
                  presenting proposed changes to the SBC Amdocs Chairperson, and
                  the SBC-Amdocs Leadership Council.

         B.       Any change to an Order which does not materially alter the
                  terms and conditions of this Agreement shall take the form of
                  a change order, which must be in writing and signed by the
                  Parties. The Parties agree to follow a process substantially
                  similar to that specified in Appendix 4.18.

ARTICLE VI - ONGOING SUPPORT SERVICES

The terms in this Article VI shall apply to Orders involving OnGoing Support
Services, whether fixed bid or Time and Materials based.

6.1      ALLOWABLE EXPENSES

         All expenses for reimbursement by SBC shall be in accordance with
         Appendix 1.2(4), pre-approved by SBC, and where required under the
         Reimbursable Expense policy, submitted with sufficient documentation as
         to reasonably determine the nature of the expense.

6.2      RESOURCE STAFFING AND CHANGES

         A.       Amdocs' personnel assigned to time and materials Projects will
                  be identified on the applicable Order by name, title, and
                  geographic location. In time and materials Projects, Amdocs
                  and SBC shall jointly determine staffing requirements, based
                  upon SBC needs. The appropriate staffing requirements shall be
                  stated in the Order to be signed by the parties. After
                  execution of the Order, SBC and Amdocs may modify the staffing
                  requirements in the Order at any time via the Change Order
                  process. A corresponding adjustment to the cost of service, as
                  a direct result of any staffing requirement changes, will be
                  agreed upon by the parties. The credentials of all Amdocs
                  personnel, and their role in a proposed Project, are subject
                  to review and concurrence by SBC prior to commencing the
                  project. Each party will advise the other of its intentions to
                  change any personnel that are assigned to SBC no less than
                  forty-five (45) days in advance of such

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

                                     - 52 -
<PAGE>

                                                       Agreement Number 02026713

                  changes, and seek concurrence such party before such changes
                  are made, absent a personnel change due to resignation or
                  personal issues.

         B.       Supplier personnel are under the responsibility of Supplier,
                  and shall perform their assigned tasks at the direction and
                  management of SBC. Supplier will solicit performance feedback
                  from SBC as required herein for purposes of determining SBC
                  satisfaction with the quality of services provided by Supplier
                  personnel.

         C.       [**], shall be at the discretion of [**]. SBC may [**] under
                  the Agreement.

         D.       [**], subject to the following:

                  1. There shall be [**].

                  2. In the event that [**] the parties shall [**].

                  3. [**], Amdocs may [**]

6.3      REPORTING

         A.       All work whether on a time and materials or fixed bid basis
                  will be reported in a standard billing format to be agreed
                  upon.

         B.       Supplier will follow reasonable time reporting practices and
                  guidelines, as specified and/or modified by SBC from time to
                  time and agreed with Supplier, for all time and materials
                  engagements and Projects. In time and materials Projects, (and
                  not fixed price Projects), Amdocs shall describe hours worked
                  reported by personnel level; new development versus
                  maintenance; domestic/offshore hours by release item; and
                  employee, the hours worked and time incurred.

6.4      ACCESS TO SBC FACILITIES

         A.       SBC shall grant Amdocs' personnel such access to the SBC
                  premises and facilities as are reasonably required for Amdocs'
                  performance of its obligations under this Agreement at SBC's
                  site including at no charge to Amdocs, with office space
                  suitable for Amdocs' needs and the following services:
                  computer terminals and associated peripherals including access
                  to E-mail/Internet; a communication line from SBC's premises
                  to Amdocs' relevant development center with minimum capacity
                  to be specified based on the number of users in the
                  development center; reasonable use of telephone, fax, and
                  e-mail for business purposes; and office supplies, equipment
                  and consumables, at SBC's normal standard. Supplier shall have
                  reasonable access to SBC's premises during normal business
                  hours, and at such other times as may be agreed upon by the
                  Parties to enable Supplier to perform its obligations under
                  this Agreement. Supplier shall coordinate such access with
                  SBC's designated representative prior to first visiting such
                  premises and thereafter as agreed by the Parties. Supplier
                  will ensure that

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

                                     - 53 -
<PAGE>

                                                       Agreement Number 02026713

                  only persons employed by Supplier or subcontracted by Supplier
                  will be allowed to enter SBC's premises. If SBC requests
                  Supplier or its subcontractor to discontinue furnishing any
                  person provided by Supplier or its subcontractor from
                  performing Work on SBC's premises due to such person's
                  unacceptable behavior (i.e. a security problem or breach of
                  SBC Code of Conduct, or disruptive behavior), Supplier shall
                  immediately comply with such request. Such person shall leave
                  SBC's premises immediately. Supplier shall not furnish such
                  person again to perform Work on SBC's premises without SBC's
                  written consent. The Parties agree that, where required by
                  governmental regulations, Supplier will submit satisfactory
                  clearance from the U.S. Department of Defense and/or other
                  federal, state or local authorities.

         B.       SBC may require Supplier or its representatives, including
                  employees and subcontractors, to exhibit identification
                  credentials, which SBC may issue to gain access to SBC's
                  premises for the performance of Services. If, for any reason,
                  any Supplier representative is no longer performing such
                  Services, Supplier shall immediately inform SBC. Notification
                  shall be followed by the prompt delivery to SBC of the
                  identification credentials, if issued by SBC. Supplier agrees
                  to comply with SBC's corporate policy requiring Supplier or
                  its representatives, including employees and subcontractors,
                  to exhibit their company photo identification in addition to
                  the SBC issued photo identification when on SBC's premises.

         C.       Supplier shall use reasonable efforts to ensure that its
                  representatives, including employees and subcontractors, while
                  on or off SBC's premises, will perform Work which (i) protect
                  SBC's Material, buildings and structures, (ii) does not
                  interfere with SBC's business operations, and (iii) perform
                  such Services with care and due regard for the safety,
                  convenience and protection of SBC, its employees, and property
                  and in full conformance with the policies specified in the SBC
                  Code of Conduct, which prohibits the possession of a weapon or
                  an implement which can be used as a weapon. SBC acknowledges
                  delivery of, and Supplier acknowledges receipt of, a copy of
                  the SBC Code of Conduct on or prior to the date of execution
                  of this Agreement.

         D.       Supplier shall use reasonable efforts to ensure that all
                  persons furnished by Supplier work harmoniously with all
                  others when on SBC's premises.

6.5      BACKGROUND CHECK

         A.       BACKGROUND CHECK/DRUG SCREENING. [**] under this Agreement
                  [**] the Effective Date of this Agreement) [**]; provided
                  that, [**] in connection with [**] For purposes of this
                  section, [**] under this Agreement.

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

                                     - 54 -
<PAGE>

                                                       Agreement Number 02026713

         B.       For Supplier personnel performing services outside of SBC
                  sites, Supplier shall conduct a reasonable inquiry for each
                  individual providing Services on Amdocs premises to SBC to
                  attempt to identify, inter alia, whether the individual has
                  been convicted of a felony. Supplier agrees that no individual
                  convicted of a felony will knowingly be permitted to provide
                  Services in connection with an Order submitted by SBC without
                  SBC's written consent.

6.6      CONFIDENTIALITY AND INVENTION AGREEMENT

         Supplier shall ensure that all individuals that provide Services under
         this Agreement sign Supplier's confidentiality agreement required of
         all Supplier's employees, and will use reasonable efforts to ensure
         that such individuals shall comply with the confidentiality provisions
         of this Agreement.

6.7      INDEPENDENT CONTRACTOR

         Supplier hereby represents and warrants to SBC 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 SBC;

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

         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) 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 with respect to all Supplier
                  personnel providing Services; and,

         E.       Supplier will indemnify, defend and hold SBC harmless in
                  accordance with Section 3.12 from all Liabilities related to
                  Supplier's failure to comply with the immediately preceding
                  paragraph.

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

                                     - 55 -
<PAGE>

                                                       Agreement Number 02026713

6.8      PREVIOUS SERVICES FOR SBC

         Supplier will [**].  Supplier will provide [**].

6.9      WORK DONE BY OTHERS

         If any part of Supplier's Work is dependent upon work done by others,
         including Subcontractors and temporary workers engaged by Amdocs,
         Supplier shall, if (i) the Work is performed by a Subcontractor or
         temporary worker engaged by Amdocs or if (ii) Amdocs is otherwise
         required to do so by SBC as part of supervisory Services it provides
         under an Order hereunder, inspect and promptly report to SBC any defect
         that renders such other work unsuitable for Supplier's proper
         performance. Supplier's silence regarding work done by Supplier's
         Subcontractors or temporary workers shall constitute approval of such
         other work as fit, proper and suitable for Supplier's performance of
         its Work.

6.10     NON-INTERFERENCE WITH EMPLOYEES

         Subject to any restrictions by local laws, [**] of this Agreement, [**]
         with this Agreement.

ARTICLE VII - TRAINING SERVICES

7.1      GENERAL

         Amdocs offers three types of training: (a) generally available,
         pre-scheduled classes with pre-printed curriculae and pre-set
         attendance dates, times and locations; (b) pre-packaged courses that
         are not necessarily pre-scheduled but rather they can be ordered by
         customers or groups of customers; and (c) customized training courses
         that are specifically prepared only in consultation with a particular
         customer via the preparation of an Order.

7.2      TRAINING RATES

         The rates and prices for generally-available pre-scheduled classes
         shall be at the generally-published cost, [**]. The rates and prices
         for all other training programs (types (b) and (c) of Section 7.1)
         shall be determined in the applicable Order, provided however that the
         rates for the instructor's time in the training shall not exceed the
         maximum rate contained in Appendix 1.2(4). SBC shall not be charged any
         expenses in relation to generally-available, pre-scheduled training
         classes. However, SBC shall be responsible for all pre-approved,
         reasonable expenses incurred by Supplier in connection with all other
         training programs (types (b) and (c) of Section 7.1), provided such
         expenses are in accordance with Appendix 1.2(4).

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

                                     - 56 -
<PAGE>

                                                       Agreement Number 02026713

7.3      TRAINING DOCUMENTATION

         All training provided by Supplier pursuant to an Order for such
         services shall include course materials, in printed or machine-readable
         format. SBC may reproduce, archive, and distribute such Documentation
         for its own internal purposes, provided that any reproductions shall
         include any copyright or proprietary notice as contained with the
         materials.

7.4      TERMINATION OF TRAINING COURSES

         The policy for termination (including any termination charges) for
         generally-available, pre-scheduled training shall be in accordance with
         the standard cancellation procedures issued by the Amdocs training
         department in conjunction with the training course schedule and/or
         brochures. With respect to pre-packaged courses (type (b) of Section
         7.1), [**]. With respect to customized training (type (c) of Section
         7.1), any cancellation after execution of the applicable Order will
         require payment of pre-approved expenses and the cost of preparation
         activities which are defined in the Order and incurred prior to the
         date of cancellation.

7.5      TRAINING RECOGNITION

         Upon completion of a training course, Supplier shall inform SBC in
         writing of those students who, in the reasonable judgment of Supplier,
         have satisfactorily completed the course. If requested by SBC, Supplier
         shall furnish a certificate of satisfactory completion for each
         individual who completed the course.

7.6      TRAINING RESTRICTIONS

         Except as may be specified in the applicable Order [**] of the
         Software.

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

                                     - 57 -
<PAGE>

                                                       Agreement Number 02026713

        THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROCEDURE THAT MAY
                           BE ENFORCED BY THE PARTIES.

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

AMDOCS INC.                               SBC SERVICES, INC.

By: /s/ Thomas G. O'Brien                 By: /s/ Maureen P. Merkle
    -------------------------------           --------------------------------

Printed Name: Thomas G. O'Brien           Printed Name: Maureen P. Merkle

Title: Vice President                     Title: Acting President, Procurement

Date:                                     Date:
      -----------------------------             ------------------------------
                             PROPRIETARY INFORMATION
The information contained in this Agreement is not for use or disclosure outside
SBC, Supplier, their Affiliated companies and their third party representatives,
           except under written Agreement by the contracting Parties.

                                     - 58 -

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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