<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.

                                        6

                             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

                                 2.45 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").

                                        7

                             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

         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

                                        8

                             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

                  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.

                                        9

                             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

         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

                                       10

                             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

                                       11

                             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,

                                       14

                             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

                                       15

                             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

                  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.

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                                          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.

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                                          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.

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                                          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.

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                                          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.

<PAGE>

                                          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.

<PAGE>

                                          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

                                       30

                             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

                  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.

<PAGE>

                                          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,

                                       32

                             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

         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.

<PAGE>

                                          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.

                                       35

                             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

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.

                                       36

                             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

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>
