<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>8
<FILENAME>y95911exv99w3.txt
<DESCRIPTION>AGREEMENT FOR SOFTWARE AND PROFESSIONAL SERVICES
<TEXT>
<PAGE>

                                                                Exhibit No. 99.3

          CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.

                             AGREEMENT NO. 02026713

                                     BETWEEN

                                   AMDOCS INC.

                                       AND

                               SBC SERVICES, INC.

                                       FOR

                                    SOFTWARE

                                       AND

                              PROFESSIONAL SERVICES

THE INFORMATION CONTAINED IN THIS AGREEMENT IS NOT FOR USE OR DISCLOSURE OUTSIDE
SBC, SUPPLIER, THEIR AFFILIATED COMPANIES AND THEIR THIRD PARTY REPRESENTATIVES,
EXCEPT UNDER WRITTEN AGREEMENT BY THE CONTRACTING PARTIES. 1872466-2

<PAGE>

<TABLE>
<S>                                                                                                                <C>
ARTICLE I -    INTRODUCTION.......................................................................................   1
1.1      Preamble and Effective Date..............................................................................   1
1.2      Scope of Agreement.......................................................................................   1
ARTICLE II -   DEFINITIONS........................................................................................   1
ARTICLE III -  GENERAL TERMS......................................................................................   5
3.1      Affiliate................................................................................................   5
3.2      Amendments and Waivers...................................................................................   6
3.3      Termination..............................................................................................   7
3.4      Compliance with Laws.....................................................................................   8
3.5      Conflict of Interest.....................................................................................   9
3.6      Construction and Interpretation..........................................................................   9
3.7      Cumulative Remedies......................................................................................   9
3.8      Entire Agreement.........................................................................................   9
3.9      Export Controls..........................................................................................  10
3.10     Force Majeure............................................................................................  10
3.11     Governing Law............................................................................................  11
3.12     Indemnity................................................................................................  11
3.13     Information..............................................................................................  12
3.14     Insurance................................................................................................  16
3.15     Invoicing and Payment....................................................................................  18
3.16     Licenses and Patents.....................................................................................  19
3.17     Limitation of Liability..................................................................................  19
3.18     MBE/WBE/DVBE (and Exhibits)..............................................................................  21
3.19     MBE/WBE/DVBE Termination Clause..........................................................................  21
3.20     Non-Exclusive Market.....................................................................................  23
3.21     Notices..................................................................................................  23
3.22     Order of Precedence......................................................................................  24
3.23     Price....................................................................................................  24
3.24     Publicity................................................................................................  25
3.25     Quality Assurance........................................................................................  25
3.26     Records and Audits.......................................................................................  27
3.27     Severability.............................................................................................  27
3.28     Subcontracting...........................................................................................  28
3.29     Survival of Obligations..................................................................................  28
3.30     Taxes....................................................................................................  28
3.31     Term of Agreement........................................................................................  30
3.32     Title to Work............................................................................................  30
3.33     Amdocs Warranties........................................................................................  33
3.34     SBC Warranties and Responsibilities......................................................................  37
3.35     Orders...................................................................................................  38
ARTICLE IV -   LEADERSHIP COUNCIL, PROJECT MANAGEMENT.............................................................  39
4.1      Relationship Management..................................................................................  39
4.2      Leadership Council.......................................................................................  39
</TABLE>

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

                                     - i -
<PAGE>

<TABLE>
<S>                                                                                                                 <C>
4.3      SBC Amdocs Chairperson...................................................................................  40
4.4      Proposed Projects........................................................................................  40
4.5      Project Management.......................................................................................  42
4.6      Hardware and Third Party Software Considerations.........................................................  44
4.7      Dispute Resolution.......................................................................................  45
ARTICLE V -    SPECIAL SOFTWARE TERMS.............................................................................  47
5.1      Standard Software License and License Fee................................................................  47
5.2      Custom Software Development..............................................................................  47
5.3      Acceptance or Rejection..................................................................................  49
5.4      Technology Standards.....................................................................................  50
5.5      Source Code Availability.................................................................................  50
5.6      Delivery of Software.....................................................................................  50
5.7      Third-Party Software.....................................................................................  50
5.8      Error Severity Level, Resolution Plan, and Liquidated Damages............................................  51
5.9      Documentation Updates....................................................................................  51
5.10     Change Management........................................................................................  52
ARTICLE VI -   ONGOING SUPPORT SERVICES...........................................................................  52
6.1      Allowable Expenses.......................................................................................  52
6.2      Resource Staffing and Changes............................................................................  52
6.3      Reporting................................................................................................  53
6.4      Access to SBC Facilities.................................................................................  53
6.5      Background Check.........................................................................................  54
6.6      Confidentiality and Invention Agreement..................................................................  55
6.7      Independent Contractor...................................................................................  55
6.8      Previous Services for SBC................................................................................  56
6.9      Work Done By Others......................................................................................  56
6.10     Non-Interference With Employees..........................................................................  56
ARTICLE VII -  TRAINING SERVICES..................................................................................  56
7.1      General..................................................................................................  56
7.2      Training Rates...........................................................................................  56
7.3      Training Documentation...................................................................................  57
7.4      Termination of Training Courses..........................................................................  57
7.5      Training Recognition.....................................................................................  57
7.6      Training Restrictions....................................................................................  57
</TABLE>

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

                                     - ii -
<PAGE>

APPENDICES AND EXHIBITS

Appendix 1.2(2)    -    IT Professional Services Price(s)
Appendix 1.2(4)    -    Reimbursable Expenses
Appendix 2.3       -    Acceptance Letter
Appendix 2.23      -    Form of Supplier's Notice of Completion
Appendix 3.5       -    Executive Orders and Federal Regulations
Appendix 3.36      -    Form of Order for OnGoing Support Services
Appendix 3.37      -    Form of Order for Custom Software Development
Appendix 4.18      -    Change Control Process

Exhibit A - Prime Supplier MBE/WBE/DVBE Participation Plan
Exhibit B - M/WBE-DVBE Results Report
Exhibit C - NDA for Auditors
Exhibit D - NDA for SBC's Subcontractors
Exhibit E - NDA for Amdocs' Subcontractors Exhibit A - Prime Supplier
MBE/WBE/DVBE Participation Plan
Exhibit B - M/WBE-DVBE Results Report
Exhibit C - NDA for Auditors
Exhibit D - DNA for SBC's Subcontractors
Exhibit E - NDA for Amdocs' Subcontractors

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

                                     - iii -
<PAGE>

                                                       Agreement Number 02026713

ARTICLE I - INTRODUCTION

1.1      PREAMBLE AND EFFECTIVE DATE

This Agreement No 02026713 for Software and Professional Services, effective as
of 7 August 2003 ("Effective Date"), is between Amdocs Inc., a Delaware
corporation ("Supplier" or "Amdocs"), and SBC Services, Inc., a Delaware
corporation ("SBC"), each of which may be referred to in the singular as "Party"
or in the plural as "Parties."

1.2      SCOPE OF AGREEMENT

Subject to the terms and conditions of this Agreement, Supplier shall provide to
SBC the Material and Services pursuant to and in conformance with Orders
submitted by SBC. Such Orders shall be deemed to incorporate the provisions of
this Agreement (including the Exhibits attached hereto) as though fully set
forth therein. The applicable rates and expense reimbursement policies for the
Material and Services are specified in Appendix 1.2(2) and 1.2(4), respectively,
and are further described in Section 3.24 (Price).

ARTICLE II - DEFINITIONS

2.1      "ACCEPT" or "Acceptance" means SBC's acceptance of the Material ordered
         by SBC and provided by Supplier following SBC's inspection and testing
         of the Materials to ensure that they meet the requirements of the
         applicable Order, as set forth in this Agreement.

2.2      "ACCEPTANCE DATE" means the date on which SBC Accepts Material.

2.3      "ACCEPTANCE LETTER" means a document signed by SBC substantially in the
         form of Appendix 2.3 indicating its Acceptance of the Material.

2.4      "ACCEPTANCE TEST PERIOD" means the length of time specified in an Order
         (or, if not so specified, a period of no less than [**] days and no
         more than [**] days during which the Acceptance Tests are performed.
         For this purpose, receipt of the Material means receipt by SBC after
         shipment of the Material.

2.5      "Acceptance Tests" means SBC's System Certification Test or such other
         performance and reliability demonstrations and tests that must be
         successfully completed by the Material during the Acceptance Test
         Period, as more fully described in Article 5 ("Custom Software
         Development").

2.6      "AFFILIATE" means any current domestic United States business firm,
         whether incorporated or not, which (1) owns, directly or indirectly, a
         majority interest in either Party (a "Parent Company"), and (2) in
         which a majority of the equity interest is owned, either directly or
         indirectly, by: (i) either Party or (ii) a Parent Company.

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

                                     - 1 -
<PAGE>

                                                       Agreement Number 02026713

2.7      "AGREEMENT" shall mean this Agreement No 02026713 for Software and
         Professional Services, effective as of 7 August 2003 between Amdocs,
         Inc. and SBC Services, Inc.

2.8      "AMDOCS DIRECT COMPETITORS" means, as of the date of this Agreement,
         [**]. Amdocs reserves the right to add or subtract from this list of
         Amdocs Direct Competitors, with the consent of SBC on a reasonable
         basis in response to changes in the competitive landscape within the
         customer care and billing market.

2.9      "CRITICAL PERFORMANCE MILESTONES" means a date certain or the end of a
         stipulated interval of time for the delivery of an item of Program
         Material or Software or the completion of performance of a Service, the
         timely completion or delivery of which is considered to be critical to
         the success for the Project and which is expressly referred to in an
         Order as a "Critical Performance Milestone".

2.10     "CUSTOM SOFTWARE" means the unique or specialized programs, routines or
         subroutines, which are listed as Custom Software in, and developed by
         Supplier under, a specific Order. Unless otherwise stated in the Order,
         Custom Software also includes source code in both machine and human
         readable form and all associated Program Material.

2.11     "CUSTOM SOFTWARE DEVELOPMENT" means the development of Custom Software,
         as described in Article 5 and the underlying Order.

2.12     "DELIVERY" means delivery of the Material and/or Services at SBC's
         expense via (i) electronic transfer; (ii) hand delivery of the media in
         which the Software is contained; (iii) carrier selected by Amdocs; or
         (iv) the manner described in the applicable Order.

2.13     "DELIVERY DATE" means the date on which the Parties agree Supplier is
         scheduled in this Agreement or an Order to complete its Delivery of the
         applicable Software or Services.

2.14     "ERROR" shall have the meaning specified in any Order containing a
         "Error Severity Level" Description. Error shall also mean defects found
         in Software which cause the Software to function in non-compliance with
         the Specifications.

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

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

2.17     "LAWS" shall have the meaning specified in the Section called
         "Compliance with Laws."

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

                                     - 2 -
<PAGE>

                                                       Agreement Number 02026713

2.18     "LIABILITY" means all legal or contractual responsibility for losses,
         damages, expenses, costs, penalties, fines, Liquidated Damages and
         fees, including reasonable attorneys' fees, arising from a claim or
         cause of action related to performance or omission of acts under this
         Agreement or any Order, including, but not limited to, claims or causes
         of actions brought by third parties.

2.19     "MATERIAL" means a unit of equipment, apparatus, components, tools,
         supplies, material, hardware, Software, or purchased or licensed
         hereunder by SBC from Supplier and includes third party Material
         provided or furnished by Supplier.

2.20     "NOTICE OF COMPLETION" means a written document provided by Supplier
         substantially in the form of Appendix 2.23, which is provided after
         Supplier has completed Delivery of the Custom Software ordered by SBC,
         and states that Supplier has completed such Delivery. [**] as provided
         in the [**].

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

2.22     "ONGOING SUPPORT" OR "ONGOING SUPPORT SERVICES" mean the services
         described in the Article 4. ("OnGoing Support Services") and the
         applicable Order.

2.23     "PRE-EXISTING WORKS" means any portion of the Materials or Software (i)
         created or owned by Amdocs prior to execution of this Agreement or (ii)
         provided under license from third parties by Amdocs prior to execution
         of this Agreement or (ii) created by Amdocs or third parties after
         execution of this Agreement for a client other than SBC.

2.24     "PRIOR AGREEMENT" means the Master Agreement No. 99006220 for Software
         and Services between Amdocs Inc. and SBC Operations Inc. effective July
         7, 1998 as amended.

2.25     "PRODUCTION SUPPORT" means support services for Software and Systems in
         production which are not covered under an Amdocs warranty in an Order.
         For avoidance of doubt, Work performed by Amdocs in Production Support
         is itself subject to the OGS warranty provisions herein.

2.26     "PROGRAM MATERIAL" OR "DOCUMENTATION" for purposes of this Agreement
         and the Custom Software Development Orders hereunder always includes in
         relation to Custom Software the source code for the software (including
         programs, routines, subroutines, and error correction) and programmers'
         comments (in all such software). The Program Material or Documentation
         required in relation to Custom Software Development or OnGoing Support
         shall be as described in the applicable Order, but may include Detailed
         Functional Specifications, flow charts, logic diagrams, programming
         manuals, modification manuals, maintenance tools (including test
         programs, test cases, and the

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

                                     - 3 -
<PAGE>

                                                       Agreement Number 02026713

         printed output from same), data file listings, and input and output
         formats, descriptions and locations of programs related to, but not
         provided with, the Software, and any design session deliverables, user
         instructions and system manuals, user manuals, and training materials
         in machine readable or printed form associated with Software.

2.27     "Project" means the development of Software and/or providing Services
         to SBC.

2.28     "PROJECT MANAGER" means each party's manager responsible for a Project
         and identified on the applicable order.

2.29     "PROPOSAL STATEMENT" means Amdocs' statement of the conditions under
         which it proposes to provide Software and/or Services for a Project.

2.30     "SBC LD" means SBC's Information Technology organization which provides
         end-to-end life cycle management for Amdocs applications including but
         not limited to Telegence LD and Enterprise Fraud.

2.31     "SERVICE(S)" means any and all labor or service provided by Amdocs or
         its subcontractors in connection with OnGoing Support or Custom
         Software Development provided under this Agreement and an applicable
         Order, including, but not limited to, consultation, engineering,
         installation, removal, maintenance, training, technical support,
         repair, programming, IT professional services, and Software
         maintenance.

2.32     "SOFTWARE" means the computer programs that are listed in the
         applicable Order or provided by Supplier under or in connection with
         this Agreement or an applicable Order except for any Third Party
         Software. Software also includes all associated Program Material and
         Documentation.

2.33     "SPECIFICATIONS" mean (i) Supplier's applicable specifications and
         descriptions, and (ii) SBC's requirements, specifications, and
         descriptions specified or referenced in, or attached to, this Agreement
         or an applicable Order.

2.34     "Standard Software" means the computer programs that are licensed by
         Supplier pursuant to an applicable license agreement.

2.35     "SYSTEM" means one or more of the following items, as identified in the
         applicable Order: the operating environment for Software and includes
         the hardware on which the Software resides, and the operating software,
         application software, databases which interact with such Software, and
         the software and hardware interfaces among such hardware and software.

2.36     "TERMINATION" means the occurrence by which either Party, pursuant to
         the provisions or powers of this Agreement or applicable laws and
         regulations, puts an end to this

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

                                     - 4 -
<PAGE>

                                                       Agreement Number 02026713

         Agreement and/or Orders placed under this Agreement. "Termination"
         includes "Termination for Cause" and "Termination for Convenience".

2.37     "TERMINATION FOR CAUSE" means the ending of the Agreement or an Order
         in accordance with the provisions of this Agreement by a non-defaulting
         party where the other party is determined by the Arbitrator to be in
         material default of an obligation under the Agreement or an Order. Upon
         Termination for Cause the non-defaulting party may exercise such
         remedies against the defaulting party as are available under this
         Agreement only.

2.38     "TERMINATION FOR CONVENIENCE" means the ending of the Agreement or an
         Order by a party, in accordance with any required notice provisions and
         other provisions of this Agreement authorizing a party to end the
         Agreement or an Order without cause. On Termination for Convenience,
         all obligations which are still executory on both sides are discharged
         but any right based on prior breach or performance survives.

2.39     "THIRD-PARTY SOFTWARE" means software which is not developed and owned
         by Supplier, but which is furnished by Supplier under an Order. Unless
         the applicable Order states otherwise, the term "Software" shall not be
         deemed to include Third-Party Software.

2.40     "USE" OR "USE" means any lawful operation or use of the Software and
         Program Material permitted or reasonably contemplated in this Agreement
         or an applicable Order, including compilation, copying, modifying,
         linking, licensing, sublicensing, displaying, permitting access to, and
         executing all or part of the Software.

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

ARTICLE III - GENERAL TERMS

3.1      AFFILIATE

         Except as otherwise expressly agreed herein, Supplier agrees that
         current Affiliates of SBC may place future Orders with Supplier that
         incorporate the terms and conditions of this Agreement by reference,
         and that the term "SBC" used in this Agreement shall be deemed to refer
         to such an Affiliate whenever such an Affiliate places such an Order
         with Supplier under this Agreement. Each Affiliate executing such an
         Order shall be a party to that Order and shall be subject to the terms
         and conditions of this Agreement for purposes of that Order. Only
         Supplier and the party executing a Order shall [**] under an Order
         (including terms and conditions of this Order to the extent they
         incorporated therein); except that, [**]. The Parties agree that
         nothing in this

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

                                     - 5 -
<PAGE>

                                                       Agreement Number 02026713

         Agreement will [**], nor shall anything in this Agreement be construed
         as requiring an such Affiliate to indemnify Supplier, or to otherwise
         be responsible, for the acts or omissions of SBC. The parties expressly
         agree, however, (i) that [**] under this Agreement; and (ii) that [**]
         under this Agreement [**] between the Parties. Future Affiliates of SBC
         may purchase Services under this Agreement pursuant to this Section
         3.1, provided however if SBC acquires an entity or business with a
         pre-existing contractual relationship with Amdocs, then (i) any
         outstanding Orders executed under the pre-existing contractual
         relationship shall be completed in accordance with the terms of such
         Order and pre-existing contract; (ii) the parties will negotiate in
         good faith for a period of no less than fourteen (14) days to determine
         whether the acquired entity or business may process any new Orders
         under the Agreement, or continue to be governed by the pre-existing
         contractual relationship; and (iii) absent mutual agreement, the
         relationship of the acquired entity or business with Amdocs will be
         governed by this Agreement as to any new Orders executed between Amdocs
         and the Affiliate after the closing of the acquisition of such
         Affiliate. In any event the Agreement is limited in the case of OnGoing
         Support Services only to performance of Amdocs upon SBC and its
         Affiliates' premises in the United States unless otherwise agreed by
         both parties.

3.2      AMENDMENTS AND WAIVERS

         A.       This Agreement and any Orders placed hereunder may be amended
                  or modified only through a subsequent written document signed
                  by the Parties. An adjustment of the fees specified in the
                  Order shall be agreed by the parties and made if such change
                  affects the time of performance or the cost of the Work to be
                  performed under the applicable Order. Such cost adjustment
                  shall be made on the basis of the applicable fees and expenses
                  associated with change of scope, unless otherwise agreed in
                  writing. No course of dealing or failure of either Party to
                  strictly enforce any term, right or condition of this
                  Agreement shall be construed as a general waiver or
                  relinquishment of such term, right or condition. A waiver by
                  either Party of any default shall not be deemed a waiver of
                  any other default.

         B.       Neither SBC nor Supplier may assign, delegate, subcontract, or
                  otherwise transfer its rights or obligations under this
                  Agreement except with the prior written consent of the other
                  Party; provided, however, subject to Section 3.1 both SBC and
                  Amdocs will have the right to assign, delegate, subcontract or
                  otherwise transfer this Agreement and/or its rights or
                  obligations hereunder to any Affiliate [**], without securing
                  the consent of the non-assigning party, except that both
                  Supplier and SBC may assign its right to receive money due
                  from the other party hereunder without the prior consent of
                  the party obligated to pay money due. It is expressly agreed
                  that any assignment of a right to receive money due will be
                  void if (a) the assignor fails to give the non-assigning Party
                  hereto at least thirty (30) days prior written notice, or (b)
                  such assignment imposes or attempts to impose upon the
                  non-assigning Party hereto additional costs or obligations in

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

                                     - 6 -
<PAGE>

                                                       Agreement Number 02026713

                  addition to the payment of such money or attempts to preclude
                  SBC from dealing solely and directly with Supplier (or its
                  assignee-Affiliate) in all matters pertaining to this
                  Agreement, or (c) denies, alters or attempts to alter any
                  rights of the non-assigning Party hereto. Any attempted
                  assignment not in compliance with the terms of this Section
                  3.2 will be void.

3.3      TERMINATION

         A.       Termination for Cause. Subject to the provisions of Section
                  4.7, any party may, prior to the completion of any Order,
                  Terminate for Cause the applicable Order if the Arbitrator (as
                  defined herein) has made a determination that the other party
                  has committed a material breach of the applicable Order,
                  provided that (i) before Terminating, the first party has
                  given the defaulting party a written notice specifying the
                  breach with seventy-five (75) days right to cure, and (ii) the
                  Arbitrator has determined that the defaulting party has
                  committed a material breach of the applicable Order, and has
                  determined the circumstances and/or terms and conditions which
                  shall constitute a cure of such material breach. The
                  Arbitrator shall retain jurisdiction over the dispute until
                  such cure has been made.

         B.       Partial Termination. Where a provision of this Agreement
                  permits SBC to Terminate an Order for cause or convenience,
                  such Termination may, at SBC's option, be either complete or
                  partial. In the case of a partial Termination for Cause, the
                  terms of Section 3.3(A) shall apply. In the case of a partial
                  Termination for Convenience, SBC may accept a portion of the
                  Software or Services covered by an Order, but SBC shall in any
                  event compensate Amdocs for the Software or Services performed
                  through the date of such partial Termination for Convenience
                  of the Order. In either event (partial Termination for Cause
                  or Partial Termination for Convenience), SBC shall pay Amdocs
                  for any portion of such Software or Services at the unit
                  prices set forth in such Order, (plus equitable portions of
                  the termination charges provided in this Agreement in the
                  event of partial Termination for Convenience of an Order for
                  Custom Software Development or OnGoing Support), and the
                  parties shall utilize change management procedures as set
                  forth in Section 5.10 to issue a Change Order to reflect such
                  partial Termination; provided however that, [**]any Order [**]
                  under the Order[**] of the Order, in which [**] the parties
                  shall [**] the parties [**] in accordance with the [**]. The
                  right to Terminate an Order for Cause shall also include the
                  right to Terminate any other Order for Cause which is directly
                  affected by the Termination of the initially Terminated Order.
                  Upon receipt of SBC's payment in relation to a partial
                  Termination for Cause or Convenience, Amdocs shall deliver to
                  SBC the applicable Work relating to the Software or Services
                  which has been prepared pursuant to such Terminated Order.

         C.       Termination for Convenience of the Agreement. Either party may
                  Terminate for Convenience this Agreement upon [**] days prior
                  written notice to the other party

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

                                     - 7 -
<PAGE>

                                                       Agreement Number 02026713

                  setting forth the effective date of such Termination. The
                  Termination of this Agreement for any reason shall not affect
                  the obligations of either party pursuant to any Orders
                  previously executed hereunder, and the terms and conditions of
                  this Agreement shall continue to apply to such Orders as if
                  this Agreement had not been Terminated.

         D.       Termination For Convenience of Custom Software Development
                  Order. SBC may at any time Terminate for Convenience any Order
                  for Custom Software Development prior to the Delivery Date of
                  the Software covered by such Order, by giving Amdocs written
                  notice. Upon receipt of any such Termination notice, Amdocs
                  shall, if so requested by SBC immediately cease performing
                  work and incurring costs in connection with such Order. [**]
                  in accordance with the applicable Order for work under such
                  Order performed [**] in the applicable Order, [**] [**] under
                  the Order, [**]. Upon receipt of SBC's payment, Amdocs shall
                  deliver to SBC all drafts and versions of the Custom Software
                  which have been prepared pursuant to such Terminated Order.

         E.       Termination For Convenience of OnGoing Support Order. SBC may,
                  at its option and without any Liability to Amdocs, Terminate
                  for Convenience any OnGoing Support Order by written notice to
                  Amdocs. Upon receipt of such notice, Amdocs shall, if so
                  requested by SBC, cease performing any OnGoing Support
                  Services as of the effective date of such Termination. SBC
                  shall pay Amdocs [**] in accordance with the provisions of the
                  applicable Order and in accordance with Appendix 1.2(2)
                  (Prices and Terms). [**] under the Order, [**] Upon receipt of
                  SBC's payment, Amdocs shall deliver to SBC all Work relating
                  to the Software or Services which has been prepared pursuant
                  to such Terminated Order, if applicable.

3.4      COMPLIANCE WITH LAWS

         Supplier and SBC shall comply with all applicable federal, state,
         county, and local rules, including, without limitation, all statutes,
         laws, ordinances, regulations and codes ("Laws"). The parties'
         obligation to comply with all Laws includes the procurement of permits,
         certificates, approvals, inspections, and licenses, when needed, in the
         performance of this Agreement. If an Order is to cover work to be
         performed to support a government contract to which SBC or an Affiliate
         of SBC is a party, then the parties shall make note of this in the
         Order, and, whenever they do, Supplier will comply with all applicable
         Executive and Federal regulations as set forth in "Executive Orders and
         Federal Regulations," a copy of which is attached as Appendix 3.5 and
         by this reference made a part of this Agreement. Each party shall
         defend, indemnify and hold the other party harmless from and against
         any Liability that may be sustained by reason of the indemnifying
         party's failure to comply with this Section in accordance with Section
         3.12.

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

                                     - 8 -
<PAGE>

                                                       Agreement Number 02026713

3.5      CONFLICT OF INTEREST

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

3.6      CONSTRUCTION AND INTERPRETATION

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

         B.       Article, section and paragraph headings contained in this
                  Agreement are for reference purposes only and shall not affect
                  the meaning or interpretation of this Agreement. The use of
                  the word "include" shall mean "includes, but is not limited
                  to." The singular use of words shall include the plural and
                  vice versa. All obligations and rights of the Parties are
                  subject to modification as the Parties may specifically
                  provide in an Order. If there is an inconsistency or conflict
                  between the terms in this Agreement and in an Order, the terms
                  in the Order shall take precedence.

3.7      CUMULATIVE REMEDIES

         Except as specifically identified as a Party's sole remedy including
         without limitation as set forth in Sections 3.34, any rights of
         Termination, liquidated damages, or other remedies prescribed in this
         Agreement are cumulative and are not exclusive of any other remedies to
         which the injured Party may be entitled. Neither Party shall retain the
         benefit of inconsistent remedies.

3.8      ENTIRE AGREEMENT

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

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

                                     - 9 -
<PAGE>

                                                       Agreement Number 02026713

         regard to the subject matter contained herein. This Agreement
         supersedes all prior oral and written communications, agreements and
         understandings of the Parties, if any, with respect hereto. This
         Agreement will [**] on or after the effective date of August 7, 2003
         [**] For the avoidance of doubt, and without limitation, examples of
         provisions contained in the Prior Agreement that by their sense and
         context are intended to survive expiration of the Prior Agreement
         include obligations to (i) pay termination charges for outstanding
         Orders, (ii) pay invoices for Services rendered, (iii) retain the
         confidentiality of confidential information, and (iv) to deliver source
         code under an Order entered into under the Prior Agreement. The
         Agreement will [**]be executed after completion of this Agreement.

         Acceptance of Material or Services, payment or any inaction by a party,
         shall not constitute a party's consent to or Acceptance of any
         additional or different terms from those stated in this Agreement,
         except for special terms and conditions in an Order signed by both
         Parties. Estimates furnished by a party are for planning purposes only
         and shall not constitute commitments. The parties covenant never to
         contend otherwise. No oral promises or statements have induced either
         Party to enter into this Agreement.

3.9      EXPORT CONTROLS

         At SBC's expense, Supplier will obtain any necessary import
         certificates or permissions and all necessary export or other licenses
         from the United States government, including, but limited to,
         certifications as to use and ultimate destination and/or written
         agreements not to knowingly transmit the Software directly or
         indirectly to certain named countries. SBC shall use the Software or
         Services in compliance with applicable import and export laws.

3.10     FORCE MAJEURE

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

         If any Force Majeure condition affects Supplier's ability to perform,
         Supplier shall give reasonable notice to SBC, and the parties shall
         negotiate in good faith for a reasonable period of time (not less than
         [**] days but not more than [**] days and after such period SBC may
         elect to either: (i) Terminate the affected Order(s) or any part
         thereof, (ii) suspend the affected Order(s) or any part thereof for the
         duration of the Force Majeure condition, with the option to obtain
         elsewhere Material and Services to be furnished under such Order(s) and
         deduct from any commitment under such Order(s) the quantity of the
         Material and Services obtained or for which commitments have been made
         elsewhere, in which case, such Termination shall be treated as a
         Termination for

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

                                     - 10 -
<PAGE>

                                                       Agreement Number 02026713

         Convenience except that SBC shall have no obligation to pay termination
         charges for any Work that has been attempted but not completed, or
         (iii) resume performance under such Order(s) once the Force Majeure
         condition ceases, with an extension of any affected Delivery Date or
         performance date up to the length of time the Force Majeure condition
         existed or as otherwise mutually agreed. Unless SBC gives written
         notice within thirty (30) days after being notified of the Force
         Majeure condition, option (ii) shall be deemed selected.

3.11     GOVERNING LAW

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

3.12     INDEMNITY

         A.       TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY SHALL
                  DEFEND, INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY AND ITS
                  AFFILIATES, (INCLUDING THEIR EMPLOYEES, OFFICERS, DIRECTORS,
                  AGENTS AND CONTRACTORS) AGAINST ANY LIABILITY ARISING FROM A
                  PARTY'S OBLIGATIONS UNDER THIS AGREEMENT OR THE MATERIAL OR
                  SERVICES PROVIDED BY SUPPLIER FOR THIRD PARTY CLAIMS ALLEGING:
                  (1) INJURIES TO PERSONS, INCLUDING DEATH OR DISEASE; (2)
                  DAMAGES TO TANGIBLE PROPERTY, INCLUDING THEFT BUT NOT
                  INCLUDING LOSS OF DATA OR PROGRAMMING; AND (3) FAILURE TO
                  COMPLY WITH ALL LAWS.

         B.       THE LIABILITY OF THE INDEMNIFYING PARTY SHALL NOT EXTEND TO
                  COVER ANY LIABILITIES (OR PORTION THEREOF) ARISING FROM THE
                  ACTIONS OR OMISSIONS OF THE INDEMNIFIED PARTY. THIS INDEMNITY
                  SHALL SURVIVE THE DELIVERY, INSPECTION, AND ACCEPTANCE OF THE
                  MATERIAL OR SERVICES.

         C.       IF ANY SERVICES ARE PERFORMED IN OHIO OR ANY OTHER STATE WHICH
                  PROVIDES EMPLOYER IMMUNITY FROM EMPLOYEE CLAIMS UNDER WORKERS
                  COMPENSATION STATUTES OR SIMILAR LAWS, STATUTES OR
                  CONSTITUTIONAL PROVISIONS, IT IS EXPRESSLY AGREED THAT
                  SUPPLIER SHALL WAIVE ANY IMMUNITY TO THE EXTENT THAT SUPPLIER
                  IS CONTRACTUALLY OBLIGATED HEREUNDER TO DEFEND, INDEMNIFY AND
                  HOLD HARMLESS SBC AND ITS AFFILIATES AGAINST ANY CLAIMS BY
                  EMPLOYEES OF SUPPLIER, WHICH CLAIMS WOULD OTHERWISE BE SUBJECT
                  TO IMMUNITY BY OPERATION OF SUCH LAW, STATUTE OR
                  CONSTITUTIONAL PROVISION (In Ohio, Ohio Revised code 4123.74
                  and 4123.741 and Section 35, Article, II, Ohio Constitution).

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

                                     - 11 -
<PAGE>

                                                       Agreement Number 02026713

         D.       THE PARTY SEEKING INDEMNIFICATION ("INDEMNIFIED PARTY") SHALL
                  NOTIFY THE OTHER PARTY ("INDEMNIFYING PARTY") WITHIN A
                  REASONABLE PERIOD OF TIME OF ANY WRITTEN CLAIM, DEMAND, NOTICE
                  OR LEGAL PROCEEDINGS ("CLAIM") FOR WHICH THE INDEMNIFYING
                  PARTY MAY BE RESPONSIBLE UNDER THIS INDEMNITY OBLIGATION. A
                  DELAY IN NOTICE SHALL NOT RELIEVE THE INDEMNIFYING PARTY OF
                  ITS INDEMNITY OBLIGATION EXCEPT TO THE EXTENT IT CAN SHOW IT
                  WAS PREJUDICED BY THE DELAY.

         E.       THE INDEMNIFYING PARTY SHALL ASSUME, AT ITS EXPENSE, THE SOLE
                  DEFENSE OF THE CLAIM THROUGH COUNSEL SELECTED BY THE
                  INDEMNIFYING PARTY AND SHALL KEEP THE INDEMNIFIED PARTY FULLY
                  INFORMED AS TO THE PROGRESS OF SUCH DEFENSE. UPON REASONABLE
                  REQUEST OF THE INDEMNIFYING PARTY AND AT ITS EXPENSE, THE
                  INDEMNIFIED PARTY SHALL COOPERATE WITH THE INDEMNIFYING PARTY
                  IN THE DEFENSE OF THE CLAIM. AT ITS OPTION AND EXPENSE, THE
                  INDEMNIFIED PARTY MAY RETAIN OR USE SEPARATE COUNSEL TO
                  REPRESENT IT, INCLUDING IN-HOUSE COUNSEL. HOWEVER, IN SUCH
                  EVENT THE INDEMNIFYING PARTY SHALL NEVERTHELESS MAINTAIN
                  CONTROL OF THE DEFENSE. SUBJECT TO THE LIMITATION OF LIABILITY
                  CONTAINED IN SECTION 3.18(B)(1), THE INDEMNIFYING PARTY SHALL
                  PAY THE FULL AMOUNT OF ANY ADVERSE JUDGMENT, AWARD OR
                  SETTLEMENT WITH RESPECT TO THE CLAIM AND ALL OTHER REASONABLE
                  EXPENSES OF THE INDEMNIFIED PARTY DIRECTLY RELATED TO THE
                  RESOLUTION OF THE CLAIM, INCLUDING REASONABLE ATTORNEYS' FEES.
                  IF THE INDEMNIFIED PARTY IS REQUIRED TO TAKE ANY ACTION TO
                  ENFORCE ITS INDEMNITY RIGHTS UNDER THIS AGREEMENT OR TO ASSUME
                  THE DEFENSE OF ANY CLAIM FOR WHICH IT IS ENTITLED TO RECEIVE
                  AN INDEMNITY UNDER THIS AGREEMENT BECAUSE OF THE INDEMNIFYING
                  PARTY'S FAILURE TO PROMPTLY ASSUME SUCH DEFENSE, THEN THE
                  INDEMNIFIED PARTY MAY ALSO RECOVER FROM THE INDEMNIFYING PARTY
                  ANY REASONABLE ATTORNEYS' FEES (INCLUDING COST OF IN-HOUSE
                  COUNSEL AT MARKET RATES FOR ATTORNEYS OF SIMILAR EXPERIENCE)
                  AND OTHER REASONABLE COSTS OF ENFORCING ITS INDEMNITY RIGHTS
                  OR ASSUMING SUCH DEFENSE.

3.13     INFORMATION

         A.       Information furnished by SBC.

                           1.       Any Information furnished to Supplier by SBC
                                    in connection with this Agreement, including
                                    Information provided under a separate

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

                                     - 12 -
<PAGE>

                                                       Agreement Number 02026713

                                    nondisclosure agreement in connection with
                                    discussion prior to executing this Agreement
                                    ("SBC Materials"), shall remain SBC's
                                    property. Unless such Information (a) was
                                    previously known to Supplier free of any
                                    obligation to keep it confidential, or (b)
                                    has been or is subsequently made public by
                                    SBC or a third party, without violating a
                                    confidentiality obligation, or (c) is
                                    independently invented by Supplier without
                                    reference to the SBC Information, or (d) is
                                    required to be disclosed pursuant to law,
                                    regulation, judicial or administrative
                                    order, or governmental request by an entity
                                    authorized by law to make such request, it
                                    shall be kept confidential by Supplier,
                                    shall be used only in performing under this
                                    Agreement, and may not be used for other
                                    purposes, except as may be agreed upon
                                    between Supplier and SBC in writing.
                                    Supplier is granted no rights or license to
                                    such Information, except as provided in
                                    Section 3.17. All copies of such
                                    Information, in written, graphic or other
                                    tangible form, shall be destroyed or
                                    returned to SBC upon the earlier of (i)
                                    SBC's request or (ii) upon Termination or
                                    expiration of this Agreement. All copies of
                                    such Information in intangible form, such as
                                    electronic records, including electronic
                                    mail, shall be destroyed upon the earlier of
                                    (i) SBC's request or (ii) upon Termination,
                                    or expiration of this Agreement, and upon
                                    request Supplier shall certify to SBC the
                                    destruction of all intangible copies of such
                                    Information.

                           2.       Subject to Section 3.25 Supplier understands
                                    and agrees that any [**] with Supplier. [**]
                                    in addition to the provisions contained in
                                    this Section, Information."

         B.       Information furnished by Supplier.

                           1.       Any Information furnished to SBC by Supplier
                                    under this Agreement ("Supplier
                                    Information") shall remain Supplier's
                                    property. SBC shall use the same degree of
                                    care to prevent disclosure of the Supplier
                                    Information to others as SBC uses with
                                    respect to its own proprietary or
                                    confidential Information. The Supplier
                                    Information shall be kept confidential by
                                    SBC, shall be used only in accordance with
                                    this Agreement, and may not be used for
                                    other purposes, except as may be agreed upon
                                    between Supplier and SBC in writing. All
                                    copies of such Information, in written,
                                    graphic or other tangible form, excluding
                                    Program Materials owned by or licensed to
                                    SBC shall be destroyed or

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

                                     - 13 -
<PAGE>

                                                       Agreement Number 02026713

                                    returned to Supplier upon the earlier of (i)
                                    Supplier's request or (ii) upon Termination
                                    or expiration of this Agreement. All copies
                                    of such Information in intangible form, such
                                    as electronic records, including electronic
                                    mail, shall be destroyed upon the earlier of
                                    (i) Supplier's request or (ii) upon
                                    Termination, or expiration of this
                                    Agreement, and upon request SBC shall
                                    certify to Supplier the destruction of all
                                    intangible copies of such Information.

Supplier Information relating to the installation, operation, repair, or
maintenance of the Material and Services which are the subject of this Agreement
shall be considered to be proprietary or confidential Supplier Information,
however SBC may disclose such Information to others for the purpose of
installing, operating, repairing, replacing, removing and maintaining the
Material for which it was initially furnished in the manner described as
follows. All Supplier Information [**], SBC will [**] to this Agreement, [**]
under this Agreement. "Reasonably Excluded Materials" will be defined on a
case-by-case basis by mutual agreement of the parties and the SBC - Amdocs
Leadership Counsel in the applicable Work Order and prior to the submission of
such materials by Amdocs to SBC. [**] Infringement of Third Party Intellectual
Property Rights

         A.       Amdocs' Duty to Indemnify SBC.

                           1.       Supplier agrees to defend, indemnify and
                                    hold SBC harmless from and against any
                                    Liability, including increased damages for
                                    willful infringement, that may result by
                                    reason of any infringement, or claim of
                                    infringement, of any trade secret, or
                                    registered US or Canadian patent, trademark,
                                    copyright or other proprietary interest of
                                    any third party recognized in the US or
                                    Canada based on the Software or Services
                                    furnished by Supplier to SBC.

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

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

                                    i.       Procure for SBC the right to
                                    continue using the Software or Service; or

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

                                     - 14 -
<PAGE>

                                                       Agreement Number 02026713

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

                           4.       If the Software or Service is purchased or
                                    licensed, and neither Subsection 3(i) nor
                                    (3)(ii) above is reasonably possible SBC may
                                    Terminate the applicable Order and require
                                    Supplier to remove, or cause the removal and
                                    return of, such Software or Service from
                                    SBC's location and refund any charges paid
                                    by SBC, with a credit for use pro-rated
                                    based upon a five (5) year usable life.

                           5.       In no event will SBC be liable to Supplier
                                    for any charges incurred after the date that
                                    SBC no longer uses any Software or Service
                                    because of actual infringement.

                           6.       Supplier agrees to defend or settle, at its
                                    own expense, any action or suit for which it
                                    is responsible under this Section. SBC
                                    agrees to notify Supplier promptly of any
                                    claim of infringement and cooperate in every
                                    reasonable way to facilitate the defense.
                                    Supplier shall afford SBC, at its own
                                    expense and with counsel of SBC's choice, an
                                    opportunity to participate with Supplier in
                                    the defense or settlement of any such claim,
                                    provided however that Supplier shall have
                                    sole control of such defense or settlement.

                           7.       LIMITATIONS. Amdocs has no obligation or
                                    Liability under this Section 3.14 with
                                    respect to any infringement claim which is
                                    based upon or results from (i) the
                                    combination of any Software with any
                                    equipment, device, firmware or software not
                                    furnished by Amdocs; (ii) any modification
                                    of the Software by SBC or its contractors;
                                    (iii) unauthorized use of the Software; (iv)
                                    SBC's failure to install or have installed
                                    changes, revisions or updates as instructed
                                    by Amdocs; or (v) compliance by Amdocs with
                                    SBC or its contractor's specifications,
                                    designs or instructions. SBC agrees to
                                    indemnify, defend and hold harmless Amdocs
                                    against any claim involving acts or
                                    omissions by SBC or its contractors as
                                    described in items (i)-(v), inclusive, of
                                    this Section 3.14(7).

         B.       SBC Duty to Indemnify Amdocs.

                           1.       SBC agrees to defend, indemnify and hold
                                    Amdocs harmless from and against any
                                    Liability, including increased damages for
                                    willful infringement, that may result by
                                    reason of any infringement, or claim of
                                    infringement, of any trade secret, or
                                    registered US or Canadian patent, trademark,
                                    copyright or other proprietary interest

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

                                     - 15 -
<PAGE>

                                                       Agreement Number 02026713

                                    of any third party recognized in the US or
                                    Canada based on the SBC Materials furnished
                                    by SBC to Amdocs.

                           2.       SBC represents and warrants that it has made
                                    reasonable independent investigation to
                                    determine the legality of its right to
                                    license the SBC Materials as specified in
                                    this Agreement.

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

                                    i.       Procure the right to continue using
                                    the SBC Materials; or

                                    ii.      After consultation with Amdocs,
                                    replace or modify the SBC Materials to make
                                    it a substantially similar, functionally
                                    equivalent, non-infringing Material or
                                    Software.

                           4.       SBC agrees to defend or settle, at its own
                                    expense, any action or suit for which it is
                                    responsible under this Section. Amdocs
                                    agrees to notify SBC promptly of any claim
                                    of infringement and cooperate in every
                                    reasonable way to facilitate the defense.
                                    SBC shall afford Supplier, at its own
                                    expense and with counsel of Supplier's
                                    choice, an opportunity to participate with
                                    SBC in the defense or settlement of any such
                                    claim, provided however that SBC shall have
                                    sole control of such defense or settlement.

                           5.       LIMITATIONS. SBC has no obligation or
                                    Liability under this Section 3.14 with
                                    respect to any infringement claim which is
                                    based upon or results from (i) the
                                    combination of any SBC Materials with any
                                    equipment, device, firmware or software not
                                    furnished by SBC; (ii) any modification of
                                    the SBC Materials by Amdocs or its
                                    contractors; (iii) unauthorized use of the
                                    SBC Materials; (iv) Amdocs' failure to
                                    install or have installed changes, revisions
                                    or updates as instructed by SBC; or (v)
                                    compliance by SBC with Amdocs'
                                    specifications, designs or instructions.
                                    Amdocs agrees to indemnify, defend and hold
                                    harmless SBC against any claim involving
                                    acts or omissions by Amdocs or its
                                    contractors as described in items (i)-(v),
                                    inclusive, of this Section 3.14(5).

3.14     INSURANCE

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

                                     - 16 -
<PAGE>

                                                       Agreement Number 02026713

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

                           1.       Workers' Compensation insurance with
                                    benefits afforded under the laws of the
                                    state in which the Services are to be
                                    performed and Employers Liability insurance
                                    with minimum limits of $for Bodily
                                    Injury-each accident, $100,000 for Bodily
                                    Injury by disease-policy limits and $100,000
                                    for Bodily Injury by disease-each employee.

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

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

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

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

                           5.       A certificate of insurance stating the types
                                    of insurance and policy limits provided the
                                    Supplier shall be received within a
                                    reasonable time after any request for same
                                    by SBC. If a certificate is not received,
                                    Supplier hereby authorizes SBC, and SBC may,
                                    but is not required to, obtain insurance on
                                    behalf of Supplier as specified herein. SBC
                                    will either invoice Supplier for the costs
                                    incurred to so acquire insurance or will
                                    reduce by an applicable amount any amount
                                    owed to Supplier.

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

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

                                     - 17 -
<PAGE>

                                                       Agreement Number 02026713

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

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

3.15     INVOICING AND PAYMENT

         A.       Except as otherwise specified in the applicable Order,
                  Supplier shall render an invoice for all OnGoing Support
                  Services rendered under this Agreement in duplicate on a
                  monthly basis, in arrears. If the parties choose to deviate
                  from the standard monthly billing cycle in the applicable
                  Order, the parties shall include in the Order a payment
                  schedule for the issuance of invoices on a milestone basis,
                  including promptly after the Delivery (and/or, where
                  applicable, the Acceptance) of Material or performance of
                  Services.

         B.       Payment of Software shall be as set forth in the applicable
                  Order; or if no payment schedule is described in the Order,
                  then as follows: [**] percent ([**]%) upon execution of the
                  Order; [**] percent ([**]%) upon delivery of the detailed
                  design specifications or equivalent [**] percent ([**]%) upon
                  delivery of the Software; and [**] percent ([**]%) upon SBC
                  Acceptance.

         C.       The invoice shall specify in detail, where applicable (1)
                  quantities of each ordered item, (2) unit prices of each
                  ordered item, (3) the estimated amount of tax per item, (4)
                  any relevant item and commodity codes known to Amdocs, (5)
                  total amounts for each item, (6) total estimated amount of
                  applicable sales or use taxes, (7) discounts, (8) shipping
                  charges, and (9) total amount due. SBC shall pay Supplier in
                  accordance with the prices set forth in this Agreement within
                  [**] days of the date of receipt of the invoice. Payment for
                  Material or Services not conforming to the Specifications (in
                  the event of payments due upon Acceptance), and portions of
                  any invoice in dispute, may be withheld by SBC until such
                  problem has been resolved in accordance with the escalation
                  and arbitration mechanisms described in Sections 4.7. If SBC
                  disputes any invoice rendered or amount paid, SBC shall
                  promptly so notify Supplier. The Parties shall use their best
                  efforts to resolve such dispute expeditiously, including
                  escalation to the SBC - Amdocs Leadership Council if
                  necessary.

         D.       Payment of Services performed may be either time and materials
                  Order, or a fixed-bid Order. In time and materials Orders, SBC
                  shall compensate Amdocs on

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

                                     - 18 -
<PAGE>

                                                       Agreement Number 02026713

                  the basis of hours actually worked. In the case of fixed-bid
                  Orders, SBC shall compensate Amdocs on the basis of the agreed
                  fixed price. Estimates for fixed bid Orders only with respect
                  to Custom Software Development performed by Amdocs personnel
                  located off-shore shall be calculated based upon hours of work
                  per month. OnGoing Support shall be based upon [**] hours of
                  work per month. OnGoing Support shall be based upon a forty
                  (40) hour work week unless otherwise defined in the Order.
                  [**].

         E.       Supplier agrees to accept standard, commercial methods of
                  payment and evidence of payment obligation including, but not
                  limited to electronic fund transfers in connection with the
                  purchase of the Material and Services.

3.16     LICENSES AND PATENTS

         A.       Except as provided herein, no licenses, express or implied,
                  under any patents, copyrights, trademarks or other
                  intellectual property rights are granted by SBC to Supplier
                  under this Agreement.

         B.       SBC grants Amdocs and its Affiliates a license in any
                  materials which are provided to Amdocs during the course of
                  Amdocs' performance under an Order ("SBC Materials"), which
                  license grants rights to use such SBC Materials solely for
                  purposes of the performance by Amdocs of its Services under an
                  Order. Such license shall automatically terminate upon
                  termination or conclusion of the applicable Order. Any such
                  SBC Materials shall be treated as SBC's confidential
                  Information as defined in Section 3.13.

3.17     LIMITATION OF LIABILITY

         A.       EXCLUSION OF INDIRECT AND CONSEQUENTIAL DAMAGES. EXCEPT AS
                  PROVIDED IN THIS SECTION 3.18 NEITHER PARTY SHALL BE LIABLE TO
                  THE OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL,
                  SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST
                  REVENUE, LOST DATA OR LOST PROFITS, ARISING OUT OF ANY BREACH
                  OF THE OBLIGATIONS OF THIS AGREEMENT, REGARDLESS OF THE THEORY
                  OF RECOVERY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
                  POSSIBILITY OF SUCH DAMAGES. HOWEVER, THE FOLLOWING ELEMENT OF
                  LOSS OR DAMAGE, IF PROVED, SHALL BE DEEMED DIRECT OR GENERAL
                  DAMAGES NOT EXCLUDED OR LIMITED BY THE PRECEDING SENTENCE:

              1.  LIABILITY, LOSS, OR DAMAGE FOR WHICH ONE PARTY IS OBLIGATED TO
                  INDEMNIFY THE OTHER UNDER THE SECTIONS ENTITLED "COMPLIANCE
                  WITH LAWS," "INDEMNITY,"

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

                                     - 19 -
<PAGE>

                                                       Agreement Number 02026713

                  "INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS,"
                  AND "INDEPENDENT CONTRACTOR";

              2.  LOSS OR DAMAGE PROXIMATELY CAUSED BY A PARTY'S BREACH OF ITS
                  OBLIGATIONS UNDER THE SECTION ENTITLED "INFORMATION'; AND

              3.  [**] PROVIDED UNDER ANY PROVISION OF THIS AGREEMENT.

         B.       LIMITATION OF DIRECT AND GENERAL DAMAGES. EXCEPT AS PROVIDED
                  IN THIS SECTION 3.18 NEITHER PARTY SHALL BE LIABLE TO THE
                  OTHER PARTY WITH RESPECT TO ANY ORDER OR THIS AGREEMENT FOR
                  ANY DAMAGES IN EXCESS OF ONE MILLION DOLLARS WITH RESPECT TO
                  ANY ORDER, NOR FOR ANY DAMAGES IN EXCESS OF FIVE MILLION
                  DOLLARS UNDER ALL ORDERS OR THIS AGREEMENT. HOWEVER, THE
                  FOLLOWING ELEMENTS OF LOSS OR DAMAGE, IF PROVED, SHALL NOT BE
                  EXCLUDED OR LIMITED BY THE PRECEDING SENTENCES:

              1.  LIABILITY, LOSS, OR DAMAGE FOR WHICH ONE PARTY IS OBLIGATED TO
                  INDEMNIFY THE OTHER UNDER THE SECTIONS ENTITLED "COMPLIANCE
                  WITH LAWS," "INDEMNITY," "INFRINGEMENT OF THIRD PARTY
                  INTELLECTUAL PROPERTY RIGHTS," AND "INDEPENDENT CONTRACTOR" ;
                  PROVIDED, HOWEVER, THAT, WITH RESPECT TO LOSS, LIABILITY, OR
                  DAMAGE WHICH MAY BE COVERED BY LIABILITY INSURANCE OF THE
                  TYPES REQUIRED IN THE SECTION ENTITLED "INSURANCE," EACH PARTY
                  SHALL AND HEREBY DOES WAIVE ANY CLAIMS DAMAGES IN EXCESS OF
                  THE LIMITS ON INSURANCE MENTIONED IN THAT SECTION;

              2.  LOSS OR DAMAGE PROXIMATELY CAUSED BY A PARTY'S BREACH OF ITS
                  OBLIGATIONS UNDER THE SECTION ENTITLED "INFORMATION";

              3.  AMDOCS' LIABILITY PURSUANT TO SECTION 3.34(D)(4) TO REFUND
                  AMOUNTS PAID FOR WORK UNDER A CUSTOM SOFTWARE DEVELOPMENT
                  ORDER, WHERE SUCH SOFTWARE FAILS ACCEPTANCE AND HAS NEVER BEEN
                  PUT INTO PRODUCTION; IF THE ARBITRATOR HAS DETERMINED THAT
                  SUCH FAILURE HAS RESULTED SOLELY FROM AMDOCS' FAILURE TO
                  PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, SHALL BE EQUAL
                  TO A MAXIMUM OF THE SUM OF AMOUNTS PAID BY SBC FOR SUCH WORK,
                  PLUS ANY LIQUIDATED DAMAGES THAT SBC HAS RECOVERED, EVEN IF
                  THE LIQUIDATED DAMAGES THEMSELVES

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

                                     - 20 -
<PAGE>

                                                       Agreement Number 02026713

                  HAVE REACHED THE ONE MILLION DOLLAR LIMIT PROVIDED IN THE
                  SECOND SENTENCE OF THIS SECTION;

              4.  AMDOCS' LIABILITY FOR FAILURE TO MEET ITS WARRANTY OBLIGATIONS
                  TO CORRECT CERTAIN ERRORS AND AMDOCS' LIABILITY FOR LIQUIDATED
                  DAMAGES FOR BREACH OF A SERVICE LEVEL AGREEMENT, BOTH OF WHICH
                  ARE, HOWEVER, SEPARATELY LIMITED AS PROVIDED IN SECTION
                  3.34(D); AND

              5.  SBC's liability to pay for Services rendered OR EXPENSES
                  INCURRED UNDER THIS AGREEMENT OR ANY ORDER THERETO.

3.18     MBE/WBE/DVBE (AND EXHIBITS)

         A.       SBC seeks to give minority-, women- and Disabled Veteran-owned
                  businesses the maximum opportunity to participate in the
                  performance of its contracts; current goals are MBE-15%,
                  WBE-5%, and DVBE-1.5%. Within twelve (12) months of the
                  Execution Date of this Agreement, and for each year
                  thereafter, Amdocs commits to goals for the participation of
                  MBE/WBE and DVBE firms (as defined in section 3.20 below
                  entitled "MBE/WBE/DVBE Termination") as follows: MBE - 4%
                  percent annual MBE participation; WBE - 2% percent annual WBE
                  participation; and DVBE - 0% percent annual DVBE
                  participation. These goals apply to all annual expenditures by
                  any entity pursuant to this Agreement with Amdocs. Amdocs
                  agrees to meet in good faith to evaluate with SBC on annual
                  basis whether Amdocs can increase participation over the life
                  of the Agreement.

         B.       Attached hereto and incorporated herein as Exhibit A is
                  Supplier's completed Participation Plan outlining its
                  MBE/WBE/DVBE goals and specific and detailed plans to achieve
                  those goals. Supplier will submit an updated Participation
                  Plan annually by the first week in January. Supplier will
                  submit MBE/WBE/DVBE Results Reports quarterly by the end of
                  the first week following the close of each quarter, using the
                  form attached hereto and incorporated herein as Exhibit B.
                  Participation Plans and Results Reports will be submitted to
                  the Prime Supplier Program Manager.

3.19     MBE/WBE/DVBE TERMINATION CLAUSE

         A.       Supplier agrees that falsification or misrepresentation of, or
                  failure to report a disqualifying change in, the MBE/WBE/DVBE
                  status of Supplier or any subcontractor utilized by Supplier,
                  or Supplier's failure to comply in good faith with any
                  MBE/WBE/DVBE utilization goals established by Supplier, or
                  Supplier's failure to cooperate in any investigation conducted
                  by SBC, or by SBC's agent, to determine Supplier's compliance
                  with this Section, will constitute

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

                                     - 21 -
<PAGE>

                                                       Agreement Number 02026713

                  a material breach of this Agreement. In the event of any such
                  breach, SBC may, at its option, pursue Termination through the
                  Dispute Resolution procedures of Section 4.7 upon thirty (30)
                  days notice where such breach remains uncured by Amdocs at the
                  end of the notice period. Supplier acknowledges and agrees
                  that SBC shall not be subject to Liability, nor shall Supplier
                  have any right to suit for damages as a result of such
                  Termination.

         B.       For purchases under this Agreement by Pacific Bell, Pacific
                  Bell Directory, Pacific Bell Mobile Services, Pacific Bell
                  Information Services, Pacific Bell Communications, and any
                  other entity operating principally in California (collectively
                  "California Affiliates"), Minority and Women Business
                  Enterprises (MBEs/WBEs) are defined as businesses which
                  satisfy the requirements of Subsection D below and are
                  certified as MBEs/WBEs by the California Public Utilities
                  Commission Clearinghouse ("CPUC-certified").

         C.       For purchases under this Agreement by any entity that is not a
                  California Affiliate, MBEs/WBEs are defined as businesses
                  which satisfy the requirements of Subsection d. below and are
                  either CPUC-certified or are certified as MBEs/WBEs by a
                  certifying agency recognized by SBC.

         D.       MBEs/WBEs must be at least fifty-one percent (51%) owned by a
                  minority individual or group or by one or more women (for
                  publicly-held businesses, at least fifty-one percent (51%) of
                  the stock must be owned by one or more of those individuals),
                  and the MBEs/WBEs' management and daily business operations
                  must be controlled by one or more of those individuals, and
                  these individuals must be either U.S. citizens or legal aliens
                  with permanent residence status. For the purpose of this
                  definition, minority group members include male or female
                  Asian Americans, Black Americans, Filipino Americans, Hispanic
                  Americans, Native Americans (i.e., American Indians, Eskimos,
                  Aleuts and Native Hawaiians), Polynesian Americans, and
                  multi-ethnic (i.e., any combination of MBEs and WBEs where no
                  one specific group has a fifty-one percent (51%) ownership and
                  control of the business, but when aggregated, the ownership
                  and control combination meets or exceeds the fifty-one percent
                  (51%) rule). "Control" in this context means exercising the
                  power to make policy decisions. "Operate" in this context
                  means actively involved in the day-to-day management of the
                  business and not merely acting as officers or directors.

         E.       For purchases under this Agreement by California Affiliates,
                  DVBEs are defined as business concerns that satisfy the
                  requirements of Subsection g. below and are certified as DVBEs
                  by the California State Office of Small and Minority Business
                  (OSMB). The DVBE must be a resident of the State of
                  California, and must satisfy the requirements of Subsection g.
                  below.

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

                                     - 22 -
<PAGE>

                                                       Agreement Number 02026713

         F.       For purchases under this Agreement by any entity that is not a
                  California Affiliate, DVBEs are defined as any business
                  concern that satisfies the requirements of Subsection g. below
                  and is either a defined DVBE for purchases by California
                  Affiliates, or is certified as a DVBE by a certifying agency
                  recognized by SBC.

         G.       The DVBE must be (i) a non publicly-owned enterprise at least
                  fifty-one percent (51%) owned by one or more disabled
                  veterans; or (ii) a publicly-owned business in which at least
                  fifty-one percent (51%) of the stock is owned by one or more
                  disabled veterans; or (iii) a subsidiary which is wholly owned
                  by a parent corporation, but only if at least fifty-one
                  percent (51%) of the voting stock of the parent corporation is
                  owned by one or more disabled veterans; or (iv) a joint
                  venture in which at least fifty-one percent (51%) of the joint
                  venture's management and control and earnings are held by one
                  or more disabled veterans. In each case, the management and
                  control of the daily business operations must be by one or
                  more disabled veterans. A disabled veteran is a veteran of the
                  military, naval or air service of the United States with a
                  service-connected disability. "Management and control" in this
                  context means exercising the power to make policy decisions
                  and actively involved in the day-to-day management of the
                  business and not merely acting as officers or directors.

3.20     NON-EXCLUSIVE MARKET

         It is expressly understood and agreed that this Agreement does not
         grant Supplier an exclusive privilege to provide to SBC any or all
         Material and Services of the type described in this Agreement, nor does
         it require SBC to purchase or license any Material or Services. It is
         understood, therefore, that SBC may contract with other manufacturers
         and suppliers for the procurement or trial of comparable Material and
         Services and that SBC may itself perform the Services described herein.
         Furthermore, subject to execution of the Non Disclosure Agreement
         attached at Exhibit E and the limitations in Section 3.13, SBC may
         contract with another Supplier to complete, enhance, and/or maintain
         Pre-existing Works included in Software or Services that were
         previously delivered to SBC by Supplier pursuant to this Agreement.

3.21     NOTICES

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

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

                                     - 23 -
<PAGE>

                                                       Agreement Number 02026713

                      To:  AMDOCS, INC.
                           1390 TIMBERLAKE MANOR PARKWAY
                           CHESTERFIELD, MO 63017
                           ATTN: VICE-PRESIDENT, INVESTOR RELATIONS AND FINANCE

                      To:  SBC SERVICES INC.
                           2600 CAMINO RAMON 4E453
                           SAN RAMON, CA 94583
                           ATTN: DIRECTOR, ENTERPRISE SOFTWARE CONTRACTING

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

3.22     ORDER OF PRECEDENCE

         In the event of any conflict or inconsistency between provisions of
         this Agreement and the provisions of an Order the following order
         precedence shall control: (i) The Order; (ii) the Agreement; but only
         for purposes of such Order and, except for such Order, the terms and
         conditions of this Agreement shall not be deemed to be waived, amended
         or modified.

3.23     PRICE

         A.       Orders for Custom Software Development and OnGoing Support
                  Services shall be furnished by Supplier in accordance with the
                  prices and expense reimbursement policy set forth in Appendix
                  1.2(2) and 1.2(4) respectively, attached hereto and made a
                  part hereof, or pursuant to such other prices as may be
                  mutually agreed by the parties in an Order. The prices for all
                  Custom Software Development and OnGoing Support Services in
                  Appendix 1.2(2) and 1.2(4) are effective July 1, 2003 and
                  shall remain firm until June 30, 2004. Thereafter, the rates
                  shall automatically renew each year for a one (1) year period
                  unless either party is notified 30 days prior to the effective
                  date requesting a change in rates. If an increase is
                  warranted, Amdocs shall review such proposed rate increase
                  with SBC in good faith, taking relevant market conditions into
                  account. If the parties are unable to reach agreement on a
                  proposed rate increase, Amdocs may increase pricing in
                  Appendix 1.2(2) and 1.2(4). Such increases may not exceed the
                  increase in the [**], as published in the month preceding the
                  month in which the price increase is proposed. [**]. After the
                  initial labor rate increase, such labor rates shall not be
                  increased more than once in any twelve months period. All
                  increases shall be only in accordance with this Agreement,
                  which changes must be in writing, reviewed by the SBC-Amdocs
                  Leadership Council, and signed by both Parties.

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

                                     - 24 -
<PAGE>

                                                       Agreement Number 02026713

         B.       Supplier shall provide the SBC-Amdocs Leadership Council with
                  any generally applicable and published list pricing for
                  Software, professional services, training, and other Materials
                  and Services on an annual basis.

         C.       Notwithstanding any other remedies available to Amdocs under
                  this Agreement or under applicable law, payment in arrears of
                  more than [**] days shall bear interest from the date payment
                  is due at the rate of two percent (2%) per annum above the
                  prime rate published by the New York Wall Street Journal
                  unless the amount in arrears is disputed in good faith and
                  until such dispute is resolved. Additionally, and without
                  affecting the foregoing, SBC failure to pay any undisputed
                  payment under this Agreement within sixty (60) days after such
                  payment becomes due shall be considered a material breach of
                  this Agreement by SBC, subject to the provisions of Section
                  4.7.

3.24     PUBLICITY

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

         B.       SBC acknowledges that Amdocs is a publicly traded corporation
                  and is therefore subject to certain reporting rules that may
                  require that Amdocs publish certain matters which relate to
                  SBC.

3.25     QUALITY ASSURANCE

         For the term of this Agreement, Amdocs software development
         organization(s) will have a quality program in place.

         A.       [**]. Amdocs' Custom Software development organization(s) [**]
                  the effective date of this agreement, [**].

         B.       Supplier Performance Program. Both Parties hereby agree to
                  participate in the Supplier Performance Program ("Program")
                  described below. The Program will assist Amdocs in
                  self-identifying areas of deficiency that may develop in

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

                                     - 25 -
<PAGE>

                                                       Agreement Number 02026713

                  Amdocs' performance as it relates to fulfilling its
                  obligations under this Agreement. Participation in or use of,
                  the Program does not negate or diminish Amdocs'
                  responsibilities as it relates to its requirements to perform
                  its obligation as defined elsewhere in this Agreement nor does
                  it negate, diminish or waive SBC's rights or remedies as
                  defined elsewhere in this Agreement. If there is a conflict
                  between the Program and other sections of this Agreement the
                  other sections of this Agreement shall control. The Parties
                  intent is that documentation requirements under the Program
                  will be satisfied by other documentation obligations provided
                  for elsewhere in this Agreement. Accordingly, the Parties do
                  not anticipate that compliance with the Program will impose
                  upon Amdocs obligations above that otherwise provided for in
                  this Agreement.

                  Amdocs shall:

                           1.       Monitor its performance relative to certain
                                    mutually agreed measurable performance
                                    indices such as Software performance,
                                    service performance, and on time delivery.
                                    Performance measurements collected for the
                                    purposes of the Program will be defined by
                                    the parties from time to time.

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

                           3.       Conduct a self-evaluation of its performance
                                    based on the analysis of the data reported.
                                    In those areas where Amdocs' performance
                                    deviates from agreed and identified
                                    acceptable performance levels, Amdocs shall
                                    develop and submit specific performance
                                    improvement plans to SBC detailing Amdocs'
                                    plans to correct such deficiencies.

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

                  SBC shall:

                           1.       Work with Amdocs to define by mutual
                                    agreement the data requirements that Amdocs
                                    will monitor and report.

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

                                     - 26 -
<PAGE>

                                                       Agreement Number 02026713

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

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

                           4.       Cooperate with Amdocs to address areas in
                                    which the parties agree that SBC can help to
                                    improve Amdocs' ability to meet agreed
                                    performance metrics.

3.26     RECORDS AND AUDITS

         Supplier agrees that it will:

         A.       Maintain complete and accurate records of all amounts billable
                  to and payments made by SBC related to the Material and
                  Services provided by Supplier to SBC, in accordance with
                  Generally Accepted Accounting Principles and Practices,
                  uniformly and consistently applied in a format that will
                  permit audit;

         B.       Retain such records and reasonable billing detail for a period
                  of at least three (3) years from the date of final payment for
                  Material and Services;

         C.       Provide reasonable supporting documentation to SBC concerning
                  any disputed invoice amount within thirty (30) calendar days
                  after receipt of written notification of such dispute; and

         D.       Provide all records required under this Section 3.27 for audit
                  by a mutually acceptable independent third party auditor (who
                  shall have signed a confidentiality agreement with Amdocs
                  substantially in the form of Exhibit C) appointed by SBC at
                  its expense, on reasonable advance notice, no more than once
                  in any twelve (12) month period, and during normal business
                  hours, either (i) in the event of a dispute between SBC and
                  Amdocs hereunder, or (ii) for the purpose of verifying that
                  Amdocs is complying with its obligations hereunder.

3.27     SEVERABILITY

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

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

                                     - 27 -
<PAGE>

                                                       Agreement Number 02026713

3.28     SUBCONTRACTING

         Where a portion of the Work is subcontracted, Supplier remains fully
         responsible for performance thereof and shall be responsible to SBC for
         the acts and omissions of any subcontractor and any temporary worker
         engaged by Amdocs. Any use of a subcontractor which is not an Affiliate
         of Amdocs (but not of a temporary worker) must be either set forth in
         the applicable Order or otherwise communicated to SBC before
         commencement of the Work. Supplier shall endeavor to obtain and
         maintain insurance for acts and omissions of subcontractor in material
         conformity with the Insurance Section of this Agreement. The Supplier
         agrees to execute a subcontract with every subcontractor such which
         materially conforms with the terms of this Agreement and, specifically,
         with the Insurance Section of this Agreement. Furthermore, Supplier
         agrees to have its subcontractors under the Agreement execute the
         non-disclosure agreement attached as Exhibit E.

         The parties agree that the temporary workers and Subcontractors engaged
         by Amdocs may from time to time require access to the premises and
         facilities of SBC for their participation in the performance of this
         Agreement and the Orders issued hereunder, and that if so requested by
         Amdocs, SBC shall deal with the personnel of the Subcontractors and
         with any reasonable requests of the Subcontractors, in all respects, as
         if such personnel were the personnel, and such requests were the
         requests, of Amdocs.

3.29     SURVIVAL OF OBLIGATIONS

         Obligations and rights in connection with this Agreement, which by
         their nature would continue beyond the Termination or expiration of
         this Agreement, including, but not limited to, those in the Sections
         entitled "Compliance with Laws," "Infringement of Third Party
         Intellectual Property Rights," "Indemnity," "Limitation of Liability",
         "Publicity," "Severability," "Information," "Independent Contractor"
         and "Warranty," will survive the Termination or expiration of this
         Agreement.

3.30     TAXES

         A.       SUPPLIER'S rates, fees, and other charges set forth in the
                  Agreement and any Order exclude taxes that SUPPLIER may be
                  called upon to pay as a result of the transaction, except US
                  withholding taxes, that are levied upon, or measured by, the
                  value of sale, services, or license furnished under an Order,
                  or any price or fee paid by SBC under this Agreement, such as
                  a "sales tax" or "service tax", value added tax, goods and
                  service tax, and other similar taxes, U.S. excise tax, and
                  non-US withholding tax (collectively "excluded taxes"), it
                  being understood that SBC is not obligated to pay or to
                  reimburse Amdocs for its own income taxes, which are expressly
                  excepted from the category of excluded taxes.. SUPPLIER shall
                  invoice SBC for such excluded taxes as a separate item on the
                  invoice, listing the taxing jurisdiction imposing the tax and
                  SBC shall pay or reimburse

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

                                     - 28 -
<PAGE>

                                                       Agreement Number 02026713

                  SUPPLIER for such excluded tax when SBC pays its invoice.
                  Non-taxable charges must be separately stated. SBC agrees to
                  pay all applicable excluded taxes to Supplier. Supplier agrees
                  to remit such excluded axes to the appropriate taxing
                  authorities. Supplier agrees that it will honor properly
                  prepared retail sales tax exemption certificates, which SBC
                  may submit, pursuant to the relevant Sales/Use tax provisions
                  of the taxing jurisdiction.

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

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

         D.       If any taxing authority advises Supplier that it intends to
                  audit Supplier with respect to any taxes for which SBC is
                  obligated to reimburse Supplier under this agreement, Supplier
                  shall (i) promptly so notify SBC, (ii) afford SBC an
                  opportunity to participate with Supplier in such audit with
                  respect to such taxes and (iii) keep SBC fully informed as to
                  the progress of such audit. Each Party

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

                                     - 29 -
<PAGE>

                                                       Agreement Number 02026713

                  shall bear its own expenses with respect to any such audit,
                  and the responsibility for any additional tax, penalty or
                  interest resulting from such audit shall be determined in
                  accordance with the applicable provisions of this section.
                  [**] this section shall [**].

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

         F.       SBC and Supplier agree that they will reasonably cooperate
                  with each other with respect to any tax planning to minimize
                  taxes. The degree of cooperation contemplated by this section
                  is to enable any resulting tax planning to be implemented and
                  includes, but is not limited to: (i) Supplier's installing and
                  loading all of the Software licensed by SBC under this License
                  Agreement and retaining possession and ownership of all
                  tangible personal property, (ii) Supplier installing, loading
                  and/or transferring the Software at a location selected by
                  SBC, and (iii) Supplier delivering all of the Software in
                  electronic form. SBC agrees to bear all reasonable external
                  (paid to third parties), additional expenses incurred by
                  Supplier to comply with the provisions of this subsection.
                  Supplier's cooperation shall not be viewed as any agreement
                  with, or guarantee of, the taxability or non-taxability of the
                  transaction.

3.31     TERM OF AGREEMENT

         A.       This Agreement is effective August 7, 2003 and, unless
                  Terminated as provided in this Agreement, shall remain in
                  effect for a term ending August 6, 2008. The Parties may
                  extend the term of this Agreement by mutual agreement in
                  writing.

         B.       The Termination or expiration of this Agreement shall not
                  affect the obligations of either Party to the other Party
                  pursuant to any Order previously executed hereunder, and the
                  terms and conditions of this Agreement shall continue to apply
                  to such Order as if this Agreement were still in effect.

3.32     TITLE TO WORK

         A.       All right, title, and interest in Work produced for SBC under
                  this Agreement shall be treated as provided in this Section.
                  Subsection b. below shall apply where SBC's Order for Custom
                  Software does not include Supplier's Pre-Existing Works.
                  Subsection c. below shall apply where SBC's Order for Custom
                  Software includes Supplier's Pre-Existing Works. Subsection d
                  below shall apply where Work is produced under an Order for
                  programming services, including OnGoing Support Services.

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

                                     - 30 -
<PAGE>

                                                       Agreement Number 02026713

         B.       CUSTOM SOFTWARE DEVELOPMENT NOT INVOLVING PRE-EXISTING WORKS.
                  Except as otherwise provided in an Order, when an Order does
                  not involve Supplier's Pre-Existing Works, Supplier hereby
                  assigns and will assign to SBC all rights and interests,
                  including patent and copyrights, in all Custom Software and
                  modifications thereto. Such Custom Software shall become the
                  exclusive property of SBC. SBC shall have the right to obtain
                  and hold in its own name copyrights or other intellectual
                  property protection that may be available or become available
                  in such Custom Software. It is hereby agreed that SBC, its
                  designees or assignees, will be given all reasonable
                  assistance, at SBC's cost, required to perfect such rights,
                  titles and interests. Supplier shall place the following
                  notice on all disks or other media containing a copy of the
                  Custom Software so that it appears when the Custom Software is
                  run or printed out:

                  "This is the confidential, unpublished property of SBC
                  Services, Inc.. Receipt or possession of it does not convey
                  any rights to divulge, reproduce, use, or allow others to use
                  it without the specific written authorization of SBC Services,
                  Inc. and use must conform strictly to the license agreement
                  between user and SBC. Copyright O ____ [insert year] SBC
                  Services, Inc. All rights reserved."

         C.       CUSTOM SOFTWARE DEVELOPMENT INVOLVING PRE-EXISTING WORKS.
                  Except as otherwise provided in an Order, the rights and
                  interests applicable to any Order for Custom Software that
                  consists partially of Supplier's Pre-Existing Works ("Supplier
                  Portion") and partially of Custom Software specifically
                  written by Supplier for SBC ("SBC Portion") shall be as
                  follows:

                           1.       The SBC Portion shall become the exclusive
                                    property of SBC, including title to
                                    copyrights and rights to register the
                                    copyright in all copyrightable Custom
                                    Software in the SBC Portion. The ownership
                                    of all rights, including but not limited to
                                    copyrights, is hereby assigned to SBC as
                                    provided in paragraph b, above.

                           2.       The Supplier Portion shall remain the
                                    exclusive property of Supplier; provided,
                                    however, that SBC shall have an
                                    unrestricted, nonexclusive, royalty free,
                                    transferable, assignable perpetual license
                                    to reproduce, use, modify and sublicense the
                                    Supplier Portion. Title to any modification
                                    made by SBC shall remain with SBC.

                           3.       If the Supplier Portion is to contain
                                    Third-Party Software, Supplier must identify
                                    such Third-Party Software in the Order. Such
                                    Third-Party Software shall be deemed
                                    Standard Software and shall remain the
                                    property of such other Party. All such
                                    Standard Third-Party Software shall be
                                    identified on the applicable Order. Supplier
                                    shall place the following notice on all
                                    disks or other

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

                                     - 31 -
<PAGE>

                                                       Agreement Number 02026713

                                    media containing a copy of the Custom
                                    Software, which does not include the
                                    Supplier Portion, and on all Program
                                    Material which does not include the Supplier
                                    Portion, so that it appears when such Custom
                                    Software is run or printed out:

                                            "This contains material which is the
                                            confidential, unpublished property
                                            of SBC Services, Inc. Receipt or
                                            possession of it does not convey any
                                            rights to divulge, reproduce, use,
                                            or allow others to use it without
                                            the specific written authorization
                                            of SBC Services, Inc. and use must
                                            conform strictly to the license
                                            agreement between user and SBC
                                            Services, Inc.

                                            Copyright (C) ____ [INSERT YEAR]
                                            [INSERT NAME OF OWNER OF COPYRIGHT
                                            IN SUPPLIER PORTION]

                                            Copyright (C) ____ [INSERT YEAR] SBC
                                            Services, Inc. All rights reserved."

         D.       ONGOING SUPPORT. With the exception of Pre-Existing Works
                  which are licensed to SBC pursuant to Section 3.33(C)(2),
                  Software and Program Material produced by Amdocs personnel
                  under this Agreement as a contribution to Software or Program
                  Material jointly developed or jointly modified by Amdocs
                  personnel and SBC personnel shall be deemed to be "work made
                  for hire" under the United States Copyright Act, and SBC shall
                  be deemed to be the author of such Software and Program
                  Material under the Copyright Act, to the fullest extent
                  allowed under the Copyright Act, and Amdocs hereby assigns and
                  will assign to SBC all rights, title and interest it may have
                  in such Software and Program Material, including patents and
                  copyrights, in the event that any such Software and Program
                  Material is not eligible for treatment as a work made for
                  hire, Amdocs shall assign and hereby does assign to SBC all
                  rights, title, and interest in all Software and Program
                  Material produced via joint development, with the sole
                  exception of Pre-Existing Works which are licensed to SBC
                  under Section 3.33(C)(2).

         E.       Notwithstanding anything to the contrary herein, the parties
                  recognize that Amdocs retains the right to design or develop
                  software or documentation, or otherwise perform services for
                  any other Amdocs customer, which activities may result in the
                  creation of intellectual property, software, documentation or
                  related materials that are substantially similar to the
                  Software or Materials delivered to SBC hereunder. SBC shall
                  have [**], and SBC shall [**] so long as [**] SBC [**]. For
                  purposes of this Section E, "SBC Patents" are defined as those
                  issued patents which are owned by SBC.

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

                                     - 32 -
<PAGE>

                                                       Agreement Number 02026713

         F.       In any event, SBC shall notify Amdocs if SBC files for
                  patent(s) in the Work or a portion thereof, and SBC shall not
                  file suit against Amdocs in relation to the Assigned Patent(s)
                  until SBC (i) notifies Amdocs of the alleged patent
                  infringement; (ii) provides Amdocs with a reasonable period of
                  time to investigate the claim; (iii) negotiates in good faith
                  pursuant to reasonable commercial terms for an appropriate
                  patent license to cover Amdocs and such other customers; and
                  (iv) allows Amdocs a commercially reasonable amount of time
                  not more than one hundred and twenty (120) days to modify the
                  alleging infringing materials to resolve the matter.

3.33     AMDOCS WARRANTIES

         A.       Warranty for Custom Software Development Orders. Subject to
                  the limitations set forth in Section 3.34(D) Amdocs will fix
                  at no charge to SBC any Error in the Custom Software created
                  under a Qualified Custom Software Development Order, which
                  Error is identified during the Warranty Period and results
                  solely from the negligent acts or omissions of Amdocs.

                           1.       For purposes of this Agreement, a "Qualified
                                    Custom Software Development Order" is any
                                    Order for Custom Software Development (i)
                                    that is performed with Amdocs Management
                                    Oversight, (ii) where System Test is under
                                    Amdocs responsibility, (iii) unless
                                    otherwise agreed in the applicable Order.

                           2.       For purposes of this Agreement, the Warranty
                                    Period is [**] days commencing upon delivery
                                    into Acceptance Test, unless otherwise
                                    mutually agreed in the applicable Order.

                           3.       For purposes of this Agreement, Management
                                    Oversight occurs where a party is
                                    responsible for the day to day direct
                                    decision making pertaining to applicable
                                    development resources - whether SBC, or
                                    Amdocs, or both - assigned to the completion
                                    of the deliverables.

                           4.       The parties acknowledge that, [**].
                                    Therefore, the parties agree that such
                                    definitions will be replaced by different,
                                    mutually agreed mechanisms provided in the
                                    applicable Order.

                           5.       In order to effectuate the above warranty,
                                    the "Form of Order" for Custom Software
                                    Development (Appendix 3.37) attached to the
                                    Master Agreement shall include line items
                                    specifying:

                                    i.      Management Oversight by: ____

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

                                     - 33 -
<PAGE>

                                                       Agreement Number 02026713

                                    ii. Party responsible for System Test:
                                    _________

                                    iii. Warranty: Applies / Not Apply.

                                    iv. If the above items ((i)-(iii)) are not
                                    specified, the warranty shall apply,
                                    provided that the Order constitutes a
                                    Qualified Custom Software Development Order.

                           6.       For avoidance of doubt, unless otherwise
                                    agreed (including, without limitation,
                                    pursuant to Section 3.34(A)4), no warranty
                                    is offered in a Custom Software Development
                                    Order that does not constitute a Qualified
                                    Custom Software Development Order.

                           7.       Upon mutual agreement of the parties, this
                                    Warranty for Custom Software Development may
                                    be amended or supplemented in the Order,
                                    including via the implementation of a
                                    Service Level Agreement pursuant to Section
                                    5.8.

         B.       OnGoing Support Orders

                  Subject to the limitations set forth in Section 3.34(D),
                  Amdocs shall perform the OnGoing Support Services in a good
                  and workmanlike manner, at or above industry standards. Under
                  this warranty, Amdocs shall fix Errors in the OnGoing Support
                  Services which result solely from negligent acts or omissions
                  of Amdocs, to the extent and in the manner as follows:

                           1.       For Amdocs' OnGoing Support personnel which
                                    augment SBC's development teams by providing
                                    development work, SBC shall be entitled to
                                    require such personnel to reperform Services
                                    containing software Errors, at no charge to
                                    SBC, provided such Errors (i) are reported
                                    to Amdocs within [**] days commencing upon
                                    delivery into Acceptance Test, and (ii)
                                    occur as the result of Amdocs' sole
                                    responsibility.

                           2.       OnGoing Support personnel providing
                                    Production Support in a defective manner
                                    shall reperform the defective Services until
                                    such defects are corrected, at no charge to
                                    SBC, provided such defect(s) are reported to
                                    Amdocs within [**] days after the work was
                                    originally delivered to SBC, and provided
                                    SBC did not contribute to the defect(s).

                           3.       Amdocs OnGoing Support personnel shall
                                    [**]In addition to the above remedies, if
                                    any Amdocs OnGoing Support personnel are not
                                    performing to SBC's reasonable satisfaction,
                                    the parties shall

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

                                     - 34 -
<PAGE>

                                                       Agreement Number 02026713

                                    attempt to resolve problem within [**] days
                                    after the date in which SBC escalates the
                                    matter to Amdocs' Project Manager. [**].

         C.       Additional Supplier Warranties. Subject to the limitations set
                  forth in Section 3.34(D). Supplier additionally represents and
                  warrants that:

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

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

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

                           4.       No consent, approval or withholding of
                                    objection is required from any entity,
                                    including any governmental authority with
                                    respect to the entering into or the
                                    performance of this Agreement or any Order;

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

                           6.       Supplier shall not intentionally or
                                    knowingly insert into the Material any
                                    Harmful Code at any time.

         D.       Limitations on Amdocs Warranties.

                  1.       Amdocs' warranty obligations to correct Errors or
                           re-perform Services pursuant to Section 3.34 or
                           otherwise in the Agreement, coupled with any
                           Liability for Liquidated Damages for breach of a
                           Service Level Agreement pursuant to Section 5.8,
                           shall together be limited in each Order to a total
                           amount equal to [**]percent ([**]%) of the fees paid
                           to Amdocs under each Order. The parties shall
                           calculate such cap based upon the total value of the
                           applicable Custom Software Development Order. Any
                           Services performed to fix an Error or otherwise
                           remedy a breach of warranty above the aggregate cap
                           shall be chargeable to SBC (i) at an hourly rate for
                           OGS as stated in the Order; or (ii) in the case of

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

                                     - 35 -
<PAGE>

                                                       Agreement Number 02026713

                           Custom Software Development, at a derived hourly rate
                           for fixed bid using the per resource fixed bid rate
                           in the Order; provided however (iii) Appendix 1.2(4)
                           will be utilized if the Order does not specify the
                           applicable rates. During the term of the Agreement,
                           [**] under the Order shall be [**]. For SBC
                           Affiliates other than [**], the parties shall
                           negotiate in good faith the required levels of
                           allocated resources required under fixed bid Custom
                           Software Development Orders for the performance of
                           support for non-warranty Services, including
                           Production Support.

                  2.       SBC acknowledges that the performance by Amdocs of
                           its obligations under this Agreement is dependant
                           upon the performance by SBC of certain obligations
                           and the SBC Responsibilities as defined in Section
                           3.35(the "SBC Responsibilities"). To the extent that
                           SBC fails to comply with the SBC Responsibilities,
                           and such failure results in Amdocs' inability to
                           perform its obligations, Amdocs shall provide written
                           notice to SBC of the failure to comply with SBC
                           Responsibilities. SBC shall be granted a period of
                           [**] days to cure its failure to comply with the SBC
                           Responsibilities. If SBC has not cured its failure
                           within the cure period, then Amdocs is entitled to
                           refer the matter for dispute resolution pursuant to
                           Section 4.7. During the cure period and the pendency
                           of the dispute resolution process, Amdocs shall be
                           relieved of its obligations and Liability in the
                           performance of the Services (including the warranty
                           obligations stated above) for that portion of the
                           Services which are impacted by SBC's failure to
                           fulfill the SBC Responsibilities.

                  3.       If at any time during the warranty period for
                           Software SBC believes there is a breach of any
                           warranty, SBC will notify Supplier setting forth the
                           nature of such claimed breach. Supplier shall
                           promptly investigate such claimed breach, and shall
                           either (i) provide Information that no breach of
                           warranty in fact occurred or (ii) [**], promptly use
                           its best efforts to take such action as may be
                           required to correct such breach under the Warranty.
                           In conducting its investigation of the alleged breach
                           of warranty, Supplier may utilize where appropriate
                           and mutually agreed, OnGoing Support Services
                           personnel (to the extent that Amdocs is performing
                           such OnGoing Support Services), [**].

                  4.       SBC's sole remedy and Amdocs' sole obligation and
                           Liability under the warranties stated in this Section
                           and/or Agreement is for Amdocs to correct the breach
                           of warranty by fix or replacement of

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

                                     - 36 -
<PAGE>

                                                       Agreement Number 02026713

                           the portion of the Software subject to the Error,
                           provided however [**] in the Order [**]; and (ii)
                           where such fix or replacement fails to occur after
                           reasonable opportunity to cure (as set forth in
                           Sections 5.2 and 5.3) during Acceptance Tests, and
                           [**] Agreement, [**], in the following circumstances:
                           Where the Arbitrator rules that (x) the uncured
                           breach is Amdocs' sole responsibility and (y) the
                           breach is such that the Software cannot pass
                           Acceptance Tests and cannot be placed into
                           production. In the event of a refund under this
                           Section 3.34(D), SBC shall return all deliverables
                           associated with the Project. THE WARRANTIES STATED
                           HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER
                           WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS, OR
                           IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED
                           WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
                           PARTICULAR PURPOSE, WHICH AMDOCS EXPRESSLY DISCLAIMS.

3.34     SBC WARRANTIES AND RESPONSIBILITIES

         A.       SBC represents and warrants:

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

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

                      3.   No consent, approval or withholding of objection is
                           required from any entity, including any governmental
                           authority with respect to the entering into or the
                           performance of this Agreement or any Order.

                      4.   SBC shall reasonably provide necessary co-operation,
                           information, decisions and approvals requested by
                           Amdocs during the course of the Services.

                      5.   SBC shall install and maintain the environment for
                           the System unless otherwise specified in the Order.

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

                                     - 37 -
<PAGE>

                                                       Agreement Number 02026713

                           6.       SBC shall undertake all efforts reasonably
                                    required to ensure the co-operation of
                                    third-party vendors who are not under the
                                    direct control of Amdocs, and to manage such
                                    third party vendors as required for the
                                    performance of the Services and the Custom
                                    Software Development.

         B.       SBC Responsibilities. In addition to the warranties and
                  representations provided above, SBC shall perform the SBC
                  Responsibilities as specified in the Agreement and/or the
                  applicable Order, including but not limited to the following:

                           1.       Any SBC personnel performing services in
                                    conjunction with Amdocs' Services (either
                                    OnGoing Support or Custom Software
                                    Development) shall possess appropriate
                                    training and experience in relation to their
                                    assigned tasks.

                           2.       SBC shall provide the agreed upon number and
                                    type of personnel as specified in order for
                                    purposes of properly fulfilling the tasks
                                    that SBC undertakes in conjunction with a
                                    Project or Order.

                           3.       SBC shall perform its services in
                                    conjunction with any Order under this
                                    Agreement in a good and workmanlike manner,
                                    at or above industry standards.

                           4.       SBC shall correct at its expense any Error
                                    in the Software or deficiencies in the
                                    services which result solely from the
                                    negligent acts or omissions of SBC.

                           5.       Subject to the limitations contained in
                                    Section 3.34(D), and the requirement for SBC
                                    to maintain Production Support to cover
                                    non-warranty work contained in Section
                                    3.34(D), Amdocs and SBC shall negotiate in
                                    good faith (including using executive
                                    escalation procedures where necessary) to
                                    resolve any disputes over responsibility for
                                    correction of Errors or deficiencies.

3.35     ORDERS

         A.       SBC may order Material and Services by submitting Orders in
                  connection with this Agreement. The parties will strive to
                  submit Orders that are substantially in the format of
                  Appendixes 3.36 and 3.37, specifying the following
                  information, among other things, as called for by Appendixes
                  3.36 and 3.37:

                           1.       A description of the Services and/or
                                    Material;

                           2.       The requested Delivery Date;

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

                                     - 38 -
<PAGE>

                                                       Agreement Number 02026713

                           3.       The applicable price(s) or estimates thereof
                                    (as applicable);

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

                           5.       A statement of any terms and conditions that
                                    are in addition to, or different from, or
                                    modify the terms and conditions contained in
                                    this Agreement.

                           6.       The location to which invoices are to be
                                    rendered for payment; and

                           7.       SBC's Order number.

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

ARTICLE IV - LEADERSHIP COUNCIL, PROJECT MANAGEMENT

4.1      RELATIONSHIP MANAGEMENT

                  The Parties shall approach the relationship with Amdocs
                  performing as an extension of SBC Information Technology,
                  subject to Section 6.7 of this Agreement (Independent
                  Contractor). Amdocs will bring its expertise, knowledge and
                  technology solutions to SBC Information Technology, through
                  the Leadership Counsel, and shall work in concert with the SBC
                  Information Technology organization in bringing solutions to
                  SBC business units.

                  Amdocs will reasonably endeavor to solicit the active
                  participation by the respective SBC/Amdocs Leadership Council
                  Representative, prior to presentation of IT related solutions
                  to the SBC Business Unit, and Amdocs will reasonably endeavor
                  to solicit the active participation by the respective
                  SBC/Amdocs Leadership Council Representative where appropriate
                  in meetings with SBC business units.

                  It is SBC's expectation that Amdocs and SBC will approach each
                  specific engagement with the end of transitioning future
                  development, testing, operations, and management to SBC IT
                  employees under a timeframe and in accordance with Services
                  that will be defined and agreeable to both Parties and
                  specified in the applicable Orders.

4.2      LEADERSHIP COUNCIL

                  The parties agree to participate in the SBC Amdocs Leadership
                  Council. The purpose of the Leadership Council is to provide a
                  forum for SBC IT, SBC

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

                                     - 39 -
<PAGE>

                                                       Agreement Number 02026713

                  Business Unit Clients, Procurement, and Amdocs to discuss
                  performance issues and relationship opportunities. In general,
                  the Leadership Council will:

         A.       Review standard performance metrics as part of their standing
                  agenda.

         B.       Share all enterprise solutions, technologies and practices as
                  requested by SBC and proposed by Amdocs.

         C.       Meet quarterly, or more frequently as required.

         D.       Be facilitated by the SBC IT Amdocs Chairperson.

         E.       Consist of SBC and Amdocs membership which shall be comprised
                  of equal numbers of representatives from both Amdocs and SBC
                  in IT, Project Management, and Procurement who are responsible
                  for managing the SBC/Amdocs Customer/Supplier relationship.

         Additionally, the SBC/Amdocs Leadership Council will resolve all
         ambiguities, clarifications, definitions or other issues relating to
         the intent of a term, document or other element contained in a Project
         managed or directed by SBC.

4.3      SBC AMDOCS CHAIRPERSON

         SBC agrees to assign a chairperson with general oversight
         responsibility for the SBC-Amdocs relationship. This individual will:

         A.       Serve as the chairperson for the SBC/Amdocs Leadership Council
                  and is responsible for general oversight of the Amdocs
                  partnership.

         B.       Serve as the central point for all new services and products
                  purchased by SBC from Amdocs:

                           1.       Receive notification of all intentions to
                                    consider and/or utilize Amdocs well in
                                    advance of any negotiations or commitments.

                           2.       Work with IT Lead from applicable SBC ITS
                                    team to ensure consistency of Amdocs
                                    engagement.

         C.       Receive notice of all credits due from Amdocs, track all
                  credits due in a centralized database, and licenses from
                  Amdocs regardless of the application. Individual application
                  leads will manage utilization of credits within their area.
                  Amdocs will provide such information as reasonably requested,
                  but no less than on a quarterly basis.

4.4      PROPOSED PROJECTS

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

                                     - 40 -
<PAGE>

                                                       Agreement Number 02026713

         A.       Whenever SBC is considering contracting with Amdocs for a
                  proposed Project, SBC's and Amdocs' Leadership Council
                  representatives shall make reasonable efforts to meet or
                  otherwise discuss the project. A draft describing the Software
                  and the functionality required for such proposed Project may
                  be prepared and submitted by SBC to Amdocs. Such description
                  may include the name of the proposed Project, the name,
                  address and telephone number of SBC's Project Manager, any
                  special time requirements for the proposed Project, the
                  platform on which the Software is to operate and the
                  programming language desired, any methods or criteria for
                  testing the Software (in addition to or different from those
                  specified elsewhere in this Agreement), and any other
                  conditions which are significant to SBC in considering the
                  assignment of such Project.

         B.       Upon reasonable time to review the requirements, Amdocs shall
                  notify SBC as to whether Amdocs will submit to SBC a Proposal
                  Statement for the proposed Project. If Amdocs elects to submit
                  a Proposal Statement, it shall include, but not be limited to,
                  each of the following items whenever such item is applicable
                  to the Project:

                           1.       Amdocs' interpretation of the initial scope
                                    of the functional specifications based on
                                    Amdocs' knowledge of SBC's technology
                                    direction, hardware, and software standards
                                    for such Project, and any Standard Software
                                    which will be used as a part of the
                                    Software, if applicable;

                           2.       Amdocs' license fees, and maintenance
                                    support fees, for any Standard Software
                                    which may be included in the Software, if
                                    applicable;

                           3.       Amdocs' estimate of the costs for the
                                    development of the Custom Software. Such
                                    estimate shall be in sufficient detail that
                                    SBC may readily determine the costs
                                    applicable to the computer environment,
                                    Services, labor time and Material. Such
                                    estimate shall provide either (i) a fixed
                                    fee, or (ii) an express statement that
                                    Amdocs proposes to accomplish the
                                    development work on a time and charges
                                    basis; and

                           4.       The anticipated Delivery Date for the
                                    Software.

         C.       Such proposals shall include a breakdown of the estimated
                  hours and expenses. Estimates are provided based upon
                  then-current information, and factors arising during the
                  preparation of the Order may necessitate proposed changes in
                  resource estimates and/or expenses.

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

                                     - 41 -
<PAGE>

                                                       Agreement Number 02026713

         D.       Each such Proposal Statement shall be subject to SBC's written
                  acceptance, and any such Proposal Statement may be modified as
                  agreed by the Parties prior to placing an Order for Services.

         E.       Within a reasonable time after receiving Amdocs' written
                  Proposal Statement covering any proposed Project, SBC shall
                  notify Amdocs in writing of SBC's acceptance or rejection of
                  such Proposal Statement. SBC shall also identify any
                  requirements that have not already been addressed by Amdocs in
                  the Proposal Statement.

         F.       If accepted, the Parties shall prepare an Order for Software
                  and/or Services substantially similar to Appendixes 3.36 or
                  3.37, as applicable. Unless otherwise agreed in the Order, SBC
                  shall incur no obligation, cost, or expense as a result of
                  Amdocs' preparation of a Proposal Statement, nor SBC's
                  rejection of same. Amdocs shall have no Liability in
                  connection with (i) a Proposal Statement; (ii) an Order unless
                  executed by both Parties; or (iii) rejection of a draft Order.

         G.       SBC shall have no obligation under this Agreement to
                  compensate Amdocs for any Services rendered absent the
                  execution of an Order. If SBC requires Amdocs to initiate work
                  efforts prior to the execution of an Order, the parties will
                  confer with the Leadership Council members as to whether a
                  temporary letter of intent may be executed while the Order is
                  under review.

         H.       When such an Order is executed by SBC and Amdocs, Amdocs shall
                  proceed to develop such Custom Software or provide the
                  applicable Services, in compliance with the Specifications
                  contained with such Order.

4.5      PROJECT MANAGEMENT

         A.       Amdocs and SBC shall each designate a Project Manager, and
                  shall identify those individuals on the Order. The Project
                  Managers shall act as the primary interface between the
                  Parties during the development of Software and Delivery of
                  Services by Amdocs. The Parties' respective Project Managers
                  shall be responsible for ensuring the continuity of
                  communications between the Parties as the Project proceeds.

         B.       On a periodic basis during the development of Software, the
                  Parties shall meet in order for Amdocs to inform SBC of the
                  status of the Project. Such meetings shall include each
                  Party's Project Manager as well as appropriate additional
                  personnel, and where appropriate upon request Amdocs shall
                  provide SBC at each such meeting with a written status report
                  on the work being performed by Amdocs. Alternatively, the
                  parties may elect to forego all or some of such meetings and
                  may agree that Amdocs may simply provide SBC with periodic
                  written reports on the status of the projects being undertaken
                  by Amdocs under this Agreement and

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

                                     - 42 -
<PAGE>

                                                       Agreement Number 02026713

                  related Orders, including appropriate financial information.
                  The frequency of meetings and status reports shall be
                  determined by the Project Managers.

         C.       SBC may inspect any work and all related data and
                  Documentation being performed by Amdocs, including work being
                  performed at Amdocs' premises, upon reasonable prior notice.
                  SBC shall conduct any such inspection in a manner which causes
                  no delay or material disruption to the performance of the
                  Project.

         D.       A Party shall notify the other in a timely fashion of any
                  anticipated or known delay in the performance of any of its
                  responsibilities and shall include all relevant information
                  concerning the delay or potential delay. Any delay by SBC
                  shall increase any dependent Amdocs deadline or milestone by a
                  period at least equal to the amount of the SBC delay. In such
                  event the parties will employ the agreed change management
                  protocols to document the resultant changes to the Project
                  Plan and anticipated fees and expenses.

         E.       Any Project change, which reflects a material change in price
                  or schedule, must so specifically state in writing and be
                  approved by both Parties in writing before a change is
                  implemented by a party.

         F.       In the event there is a dispute that will materially impact a
                  Project that is not resolved by the Parties' Project Managers,
                  each Party shall be entitled to submit notice of the dispute
                  to the other Party in writing, described in complete detail,
                  and signed by an authorized representative of the disputing
                  Party. Within fifteen (15) days after a Party receives a
                  written description of the dispute, a meeting shall be
                  conducted between the Parties' respective account managers to
                  resolve the dispute. If the dispute is not resolved within
                  fifteen (15) days after the initial dispute resolution
                  meeting, the dispute shall be escalated to the higher
                  management levels of the respective organizations. If the
                  issue is not resolved within 30 days following the meeting at
                  the management levels, the dispute may be escalated to the
                  next meeting of SBC Amdocs Leadership Council.

         G.       If SBC, within [**] days after commencement of work by an
                  individual provided by Amdocs, determines, in its sole
                  discretion, that the individual does not demonstrate the
                  training or the skills to perform the services in a
                  satisfactory fashion or is not performing the services in a
                  professional, effective and efficient manner, the Parties'
                  Project Managers will attempt to resolve the matter within
                  [**]) days. If the Parties [**], Amdocs shall [**]. In
                  addition to the above remedies, if any Amdocs OnGoing Support
                  personnel are not performing to SBC's reasonable satisfaction,
                  the parties shall attempt to resolve problem within fourteen
                  (14) days after the date in which SBC escalates the matter to
                  Amdocs' Project Manager. [**] shall be [**].

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

                                     - 43 -
<PAGE>

                                                       Agreement Number 02026713

         H.       In the event Amdocs subcontracts all or a portion of the
                  Project to a subcontractor the following will apply. Amdocs
                  shall notify SBC in advance of utilizing a subcontractor in
                  accordance with Section 3.29, and such subcontractors shall be
                  identified by company name and work location on the Order.
                  Amdocs shall warrant that the subcontractor's plans,
                  resources, procedures, tools, methodologies, and standards for
                  Software have been reviewed by Amdocs prior to selecting a
                  subcontractor and the plans, resources, procedures, tools,
                  methodologies, and standards of the subcontractor meet the
                  project's requirements for deliverable quality, integration,
                  and SBC's Delivery Date(s) for Software. SBC reserves the
                  right to reasonably review and approve any or all
                  subcontractors used. Where required under the terms of the
                  applicable Order, Amdocs shall be responsible for all
                  Acceptance testing including unit, chain, stress and
                  end-to-end production validation as part of the Delivery of
                  subcontractor's Materials and/or Services to Amdocs and Amdocs
                  shall review and/or audit the activities and work product(s)
                  of subcontractor for managing the Software subcontract and
                  reporting results to SBC, in accordance with the Order.
                  Notwithstanding the foregoing, Amdocs will not be required to
                  identify to SBC the name of a subcontractor that is an
                  Affiliate of Amdocs, provided that Amdocs will be responsible
                  for performance by such subcontractor as specified in this
                  Section.

         I.       Knowledge transfer to the SBC named team is to be included as
                  a part of every Project to the extent, and in the manner
                  specified in the applicable Order. This may include, but not
                  be limited to, design walkthroughs, detailed design reviews,
                  test result walkthroughs, processing and job flow review,
                  operational and architectural review, environment review and
                  any other reasonable request at SBC's sole discretion, and the
                  appropriate documentation as provided by Supplier.

         J.       If required by SBC and specified in the Order, Amdocs shall
                  supply Project related personnel for a post-termination
                  transition period during which Amdocs' personnel remain on
                  site, or available for consultation. The fees shall be no more
                  than Amdocs' then-current standard rates, and the time frame
                  for such a transition period shall be determined by SBC and
                  specified in the Order.

4.6      HARDWARE AND THIRD PARTY SOFTWARE CONSIDERATIONS

         A.       SBC does not accept bundled hardware and software costs. Where
                  a solution is proposed containing hardware resale from Amdocs,
                  Amdocs shall breakout the hardware component.

         B.       All hardware and third party software acquisitions by SBC
                  through Amdocs should either align with SBC ITS corporate
                  standards and strategic direction or be supported by an
                  authorized Technology Strategies and Standards ("TSS")

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

                                     - 44 -
<PAGE>

                                                       Agreement Number 02026713

                  exception, in either case as determined by SBC and as such
                  determination is communicated to Amdocs.

         C.       All hardware and third party software purchases by SBC through
                  Amdocs will be managed through its defined acquisition
                  process.

         D.       Except as otherwise agreed and provided in the Order, the
                  terms and conditions governing the supply, warranty and
                  maintenance, and other aspects of hardware and third party
                  software purchases by SBC through Amdocs will be the terms and
                  conditions offered by the relevant manufacturer(s) or
                  vendor(s).

         E.       Amdocs has, from time to time, reseller agreements with
                  manufacturers and/or vendors of hardware and third parties'
                  software. SBC may allow Amdocs to submit bids to SBC to
                  purchase such components through Amdocs.

4.7      DISPUTE RESOLUTION

         A.       Executive Escalation Process. The parties shall attempt in
                  good faith to resolve any dispute arising out of or relating
                  to this Agreement or any Order promptly by negotiation between
                  the Parties, including the following escalation process:

<TABLE>
<S>                                                                <C>
(i) SBC's IT Director/Exec Director and Amdocs' Director           Between seven (7) and fourteen (14) days

(ii) SBC's Asst. Vice President and Amdocs Vice President          Between seven (7) and fourteen (14) days

(iii)SBC - Amdocs Leadership Council                               Between seven (7) and fourteen (14) days

(iv) SBC Vice President and Amdocs Division President              Between seven (7) and fourteen days
</TABLE>
                  If any escalation level does not resolve any matter to the
                  parties' mutual satisfaction, the persons at such level will
                  jointly brief and provide the next level with all information
                  and background material necessary to resolve the matter
                  through negotiations. Such procedure shall not prejudice any
                  other rights hereunder (e.g., specified time periods shall be
                  extended as necessary to allow for completion of the
                  escalation procedure time periods).

         B.       BINDING ARBITRATION. If the Parties are unable to promptly
                  resolve a dispute informally as specified in the preceding
                  Section, the matter shall be escalated to the SBC chief
                  information officer and the Amdocs chief executive officer.
                  After

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

                                     - 45 -
<PAGE>

                                                       Agreement Number 02026713

                  such senior management escalation, if the dispute nonetheless
                  remains unresolved, the Party alleging a material breach (the
                  "Moving Party") may initiate arbitration by providing the
                  other Party written notice of its intent to arbitrate. For the
                  avoidance of doubt, any controversy or claim arising out of or
                  relating to this Agreement, or any breach thereof, which
                  cannot be resolved using the executive escalation procedures,
                  shall be finally resolved under the Commercial Arbitration
                  Rules of the American Arbitration Association ("AAA") then in
                  effect. If the Parties are unable to agree upon an arbitrator
                  within twenty (20) business days of the Moving Party's written
                  notice to arbitrate, the Moving Party may request the American
                  Arbitration Association ("AAA") to appoint an arbitrator. The
                  AAA shall select an arbitrator who can promptly proceed with
                  and strive to conclude the arbitration as specified herein. If
                  a dispute is submitted to an arbitrator, it shall be finally
                  resolved through binding arbitration in New York, New York,
                  according to the Rules of the AAA, except as modified herein.
                  The award rendered by the arbitrator shall be final and
                  binding on the Parties and shall be deemed enforceable in any
                  court having jurisdiction thereof. The arbitration shall be
                  heard by a single arbitrator who shall by training, education,
                  or experience have knowledge of the general subject matter of
                  this Agreement. The arbitrator shall have only the power to
                  award damages, injunctive relief and other remedies to the
                  extent the same would be available in a court of law having
                  jurisdiction of the matter, except that the arbitrator shall
                  not have the power to vary from the provisions of this
                  Agreement. The arbitrator shall promptly commence the
                  arbitration proceeding with the intent to conclude the
                  proceedings and issue a written decision stating in reasonable
                  detail the basis for the award, which must be supported by law
                  and substantial evidence, as promptly as the circumstances
                  demand and permit, but generally no later than ten (10) weeks
                  after the arbitrator's appointment. Each Party acknowledges
                  that it is giving up judicial rights to a jury trial,
                  discovery and most grounds for appeal under the foregoing
                  provision.

         C.       The prevailing Party shall be entitled to recover from the
                  non-prevailing Party the reasonable attorneys' fees, expenses
                  and costs incurred by the prevailing Party in any arbitration.

         D.       The exercise of any remedy provided in this Agreement does not
                  waive the right of either Party to resort to arbitration.

         E.       During dispute resolution proceedings, including arbitration,
                  the Parties shall continue to perform their obligations under
                  this Agreement, except for those obligations directly related
                  to the dispute at issue. HOWEVER, SBC'S OBLIGATION TO CONTINUE
                  TO PERFORM ITS OBLIGATIONS DOES NOT IN ANY WAY LIMIT SBC'S
                  RIGHT AND POWER TO TERMINATE ANY ORDER FOR CONVENIENCE AT ANY
                  TIME.

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

                                     - 46 -
<PAGE>

                                                       Agreement Number 02026713

ARTICLE III - SPECIAL SOFTWARE TERMS

5.1      STANDARD SOFTWARE LICENSE AND LICENSE FEE

         Any Standard Software licensed to SBC prior to the date of this
         Agreement will continue to be licensed in accordance with the terms of
         the applicable agreement(s), except as otherwise agreed by the parties
         and specified in an Order. Any additional or different Standard
         Software not previously licensed by Amdocs shall be subject to separate
         agreement(s) to be negotiated by the parties, unless otherwise agreed
         to in an Order.

5.2      CUSTOM SOFTWARE DEVELOPMENT

         A.       Amdocs shall develop the Custom Software in compliance with
                  the applicable Order. During the development process, SBC
                  shall assist Amdocs and cooperate with Amdocs by making
                  employees available to Amdocs for consultation and providing
                  information, facilities, equipment and data required for the
                  performance of the Services. The Parties shall mutually
                  develop a project plan utilizing project management
                  methodologies agreed to by the parties, and predicated upon
                  the project's requirements. The project plan shall include
                  deliverables, milestones and reviews.

         B.       In accordance with the project plan and applicable
                  Specifications, Amdocs shall develop, complete, and deliver to
                  SBC all programming to be included in the Software. All
                  Software [**]. In accordance with the Project plan, SBC shall
                  provide to Amdocs the relevant test and interface data and
                  test scripts. All Software provided to SBC hereunder shall be
                  tested (including unit subsystem and system testing) and
                  debugged by Amdocs, unless otherwise specified in the Order.

         C.       After the completion of such testing and debugging, Amdocs
                  shall deliver (and install, if applicable) such Software to
                  SBC on or before the scheduled Delivery Date set forth in the
                  applicable Order. Delivery shall be in accordance with Section
                  5.6. The protocol for Acceptance Tests after Delivery is
                  described below in Section 5.3.

         D.       The respective Project Managers of each party shall meet at
                  such intervals as determined in the Order or as they determine
                  to be necessary, to track the actual time and charges incurred
                  against the Project plan and Project resource plan and to
                  prepare an explanation of any variance in excess of any limits
                  fixed by the Order between projected and actual time and
                  charges. The respective Project Managers shall review each
                  party's progress in meeting its objectives under the Project
                  plan. Upon the request of SBC's Project Manager, Amdocs'
                  Project Manager will provide a written progress report
                  identifying any circumstance (including but not limited to any
                  discovery of ambiguity in any previously

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

                                     - 47 -
<PAGE>

                                                       Agreement Number 02026713

                  approved Specifications) coming to light since the previous
                  such meeting which is likely to result in (i) a delay in
                  Amdocs' ability to meet its due dates, or (ii) a proposed
                  adjustment in projected amounts likely to be billed to SBC for
                  time and charges, or (iii) both such a proposed adjustment and
                  a such a delay. The report will provide Amdocs' best estimate
                  of the length of such projected delay and the amount of such
                  proposed adjustment to time and charges. To the extent that
                  any such circumstance is shown to have resulted from a failure
                  of SBC (including any contractor or subcontractor of SBC) to
                  meet its obligations with respect to the Project, Amdocs shall
                  be granted an equitable extension of time and an equitable
                  adjustment of the fixed or estimated fee to the extent
                  necessary to remedy SBC's failure to meet its obligations.
                  Amdocs waives any and all claims for any such equitable
                  extension or adjustment to the extent that it is based on any
                  such circumstance in which Amdocs failed to notify SBC within
                  one month (or otherwise specified in the Order) of Amdocs'
                  recognition of the problem.

         E.       Each equitable extension of time and each equitable adjustment
                  of any fixed or estimated fee shall be recorded in a Change
                  Order which shall be prepared in the form of Appendix 4.18 and
                  executed by the respective Project Managers of each party. In
                  addition, if SBC desires to make a change in any previously
                  approved specifications, then SBC shall deliver a change
                  request to Amdocs, and Amdocs shall respond by providing a
                  written change quote specifying any proposed adjustment to
                  time and charges that Amdocs believes necessary to effectuate
                  the change. If SBC accepts the proposed change, the parties
                  shall complete a Change Order using Appendix 4.18. Each such
                  Change Order shall become an amendment to the applicable Order
                  when signed by the respective Project Managers for each party,
                  except that any Change Order which results in an estimated or
                  actual increase in charges to SBC in excess of the original
                  approved amount of the Order will require the approval of
                  SBC's original signatory to the Order (or functional
                  equivalent) in accordance with SBC's Schedule of
                  Authorization.

         F.       If Program Material or Software is not delivered to SBC (and
                  installed, if applicable), on or before the scheduled Critical
                  Performance Milestone Date or Delivery Date therefore (as
                  extended by any Change Order), the parties shall follow the
                  dispute resolution process defined in Section 4.7. If, as a
                  result of the dispute resolution process, the Arbitrator
                  determines that such failure is due to Amdocs' sole fault, SBC
                  may, at its option:

              (i) [**] scheduled Critical Performance Milestone Date or Delivery
                  [**]; or

              (ii)[**] the Order covering such Software [**] Custom Software
                  [**] in accordance with the [**] Order. Amdocs shall [**]; or

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

                                     - 48 -
<PAGE>

                                                       Agreement Number 02026713

              (iii)[**] the Order covering such Software [**] under the Order,
                   provided however that [**].

              (iv)[**] pursuant to this Section 5.2(F)(i)-(iii), inclusive, each
                  party shall [**]

         G.       If the applicable Order states that Amdocs is to install the
                  Software, Amdocs shall certify to SBC that the Software has
                  been installed and tested by delivering to SBC a certificate
                  of installation.

         H.       From time to time SBC may authorize Amdocs to use computer
                  systems that are physically located on SBC's premises pursuant
                  to Section 6.4. Such authorization shall be limited to
                  Projects specified in writing by SBC.

         I.       Supplier shall notify SBC as soon as reasonably possible of
                  any Custom Software issues and risks that are identified by
                  Supplier staff and provide Custom Software development
                  progress reports as reasonably requested by SBC.

5.3      ACCEPTANCE OR REJECTION

         A.       After the delivery of the Software or SBC's receipt of Amdocs'
                  Certificate of Installation, if applicable, SBC will start the
                  System Certification Testing ("Acceptance Test Period").

         B.       During the Acceptance Test Period, SBC will notify Amdocs
                  immediately in writing of any inconsistency(ies) with the
                  Specifications found by SBC, and Amdocs will promptly correct
                  such inconsistency(ies) and deliver to SBC the resulting
                  corrections. SBC shall have the right to test the Software
                  after such corrected and/or completed Software is redelivered
                  to SBC, and such corrected and/or completed Software shall
                  thereafter be subject to SBC's acceptance or rejection under
                  this Section. The Acceptance Test Period shall be extended by
                  the greater of either (i) [**] during which [**] the Software,
                  or (ii) when applicable, [**] in the Software and which [**]If
                  the Software conforms with the terms of the applicable Order
                  during the Acceptance Test Period, SBC shall sign and deliver
                  a copy of an Acceptance Letter substantially in the form of
                  Exhibit A ("Acceptance Letter") to Amdocs after the completion
                  of the Acceptance Test Period. If SBC fails to send an
                  Acceptance Letter, or to inform Amdocs of the rejection of the
                  Software, within two (2) business days after the conclusion of
                  the Acceptance Test Period, then the Software is deemed to be
                  accepted at the end of such Acceptance Test Period.

         C.       [**] any Software [**] during the Acceptance Test Period [**]
                  prior to the date [**]. However, [**] the Acceptance Test
                  Period shall [**].

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

                                     - 49 -
<PAGE>

                                                       Agreement Number 02026713

         D.       Any Program Materials other than Custom Software are deemed
                  accepted upon delivery, subject to Amdocs' responsibility to
                  correct Errors in such Program Materials as set forth in
                  Section 3.34.

5.4      TECHNOLOGY STANDARDS

         Amdocs and SBC agree that all architecture and design decisions
         specified in the corresponding Orders will adhere to the following
         fundamental concepts where technically feasible and commercially
         reasonable and referenced in the applicable Order:

         A.       At no additional cost to SBC, Supplier's Custom Software
                  coding shall be documented, and use of "hard-coded" values
                  shall require the approval of SBC. The reuse of common
                  sub-routines, and use of open application interfaces ("API")
                  and open industry standard interfaces to help enable rapid
                  time to market shall be required.

         B.       Such other concepts and guidelines (e.g. single approved GUI
                  and common security scheme) as may be adopted by SBC and
                  communicated to Amdocs after execution of this Agreement.

5.5      SOURCE CODE AVAILABILITY

         Supplier shall [**] the Custom Software, [**] such Custom Software
         [**]. Supplier shall provide, [**], during the term of this Agreement
         [**], Supplier shall [**]

5.6      DELIVERY OF SOFTWARE

         Software Deliveries shall be in the form selected by SBC, including,
         but not limited to, electronic data exchange, U.S. Mail or a private
         carrier, except as otherwise agreed by the Parties and/or specified in
         the applicable Order. Except as otherwise agreed by the Parties and/or
         specified in the applicable Order, Supplier shall deliver the Software
         (and any subsequent releases or upgrades of the Software purchased by
         SBC) electronically, either through transfer by means of
         telecommunications or by copying the Software directly onto SBC's
         computer, disk, tape or other storage medium selected by SBC. Unless
         and until directed in writing by SBC to do so, Supplier will not
         transfer any disks, tapes or other tangible property containing the
         Software (or any subsequent releases or upgrades of the Software) to
         SBC.

5.7      THIRD-PARTY SOFTWARE

         With and prior to execution of each Order, Supplier shall provide a
         written list of all standalone Third-Party Software that is part of the
         Software ordered by SBC or provided by Supplier.

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

                                     - 50 -
<PAGE>

                                                       Agreement Number 02026713

5.8      ERROR SEVERITY LEVEL, RESOLUTION PLAN, AND LIQUIDATED DAMAGES

         A.       Supplier and SBC shall negotiate in good faith in any Order
                  under this Agreement to include a Service Level Agreement and
                  Liquidated Damages for failure to meet the Service Level
                  Agreement which collectively may govern certain aspects of
                  performance of the Software under the Order following
                  Acceptance thereof.

         B.       In the case of Service Level Agreement commitments defined in
                  the Order for which Amdocs is solely responsible, Supplier
                  shall use its best efforts to acknowledge or otherwise satisfy
                  the commitments in the Service Level Agreement within the
                  performance timeframes indicated in the Order.

         C.       Supplier shall use its best efforts to correct any and all
                  Errors in the Software in accordance with the Error Severity
                  Levels specified in the Order, and respond according to the
                  escalation process, or processes, as agreed by the Parties and
                  specified in the Order.

         D.       If Supplier fails to correct Errors in the Software in
                  accordance with the Error Severity Levels specified in the
                  Order, then in accordance with the Service Level Agreement SBC
                  may convene a meeting of the parties' respective Project
                  Managers to address the situation. Barring resolution of the
                  matter by the parties Project Managers, SBC may escalate the
                  matter to the Leadership Counsel. Following such escalation,
                  [**] in the Service Level Agreement [**] No payments, progress
                  or otherwise, made by SBC to Supplier after any scheduled
                  Delivery Date shall constitute a waiver of the right to
                  receive Liquidated Damages. If SBC elects to exercise its
                  right to recover Liquidated Damages specified hereunder,
                  Supplier shall provide a credit as shown in the column titled
                  "Liquidated Damages" in the Service Level Agreement, and such
                  credit(s) shall be assessed on a per Error basis up to the
                  aggregate cap described in Section 3.34. Such Liquidated
                  Damages shall be provided [**] the Service Level Agreement
                  [**].

5.9      DOCUMENTATION UPDATES

         As part of the OnGoing Support Services provided under an Order, and
         upon SBC's request, Supplier agrees to provide updates to Documentation
         furnished to SBC hereunder which is related to the use and support of
         the Software. Documentation shall be maintained and revised as part of
         such services to reflect enhancements and corrections to the Software
         resulting from the issuance of a new release, including the
         incorporation of new or revised operating procedures resulting from
         corrections to and revisions of the Software, including API's.

         As part of its Custom Software Development Services under an Order,
         Supplier shall coordinate with SBC in the manner and to the extent
         stated in the applicable Order to

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

                                     - 51 -
<PAGE>

                                                       Agreement Number 02026713

         provide Documentation updates on all systems issues, open and closed,
         associated with Custom Software developed for SBC. This includes, but
         is not limited to, issues logs, test results, jeopardy documents, and
         temporary code work arounds.

5.10     CHANGE MANAGEMENT

         A.       The Parties agree that all changes to this Agreement or an
                  Order which materially alter the terms and conditions of this
                  Agreement or an Order, must be in writing by written amendment
                  to this Agreement or Order, respectively, and signed by the
                  Parties. Therefore, any proposed change must first be
                  initiated by SBC's and Amdocs' respective representatives
                  presenting proposed changes to the SBC Amdocs Chairperson, and
                  the SBC-Amdocs Leadership Council.

         B.       Any change to an Order which does not materially alter the
                  terms and conditions of this Agreement shall take the form of
                  a change order, which must be in writing and signed by the
                  Parties. The Parties agree to follow a process substantially
                  similar to that specified in Appendix 4.18.

ARTICLE VI - ONGOING SUPPORT SERVICES

The terms in this Article VI shall apply to Orders involving OnGoing Support
Services, whether fixed bid or Time and Materials based.

6.1      ALLOWABLE EXPENSES

         All expenses for reimbursement by SBC shall be in accordance with
         Appendix 1.2(4), pre-approved by SBC, and where required under the
         Reimbursable Expense policy, submitted with sufficient documentation as
         to reasonably determine the nature of the expense.

6.2      RESOURCE STAFFING AND CHANGES

         A.       Amdocs' personnel assigned to time and materials Projects will
                  be identified on the applicable Order by name, title, and
                  geographic location. In time and materials Projects, Amdocs
                  and SBC shall jointly determine staffing requirements, based
                  upon SBC needs. The appropriate staffing requirements shall be
                  stated in the Order to be signed by the parties. After
                  execution of the Order, SBC and Amdocs may modify the staffing
                  requirements in the Order at any time via the Change Order
                  process. A corresponding adjustment to the cost of service, as
                  a direct result of any staffing requirement changes, will be
                  agreed upon by the parties. The credentials of all Amdocs
                  personnel, and their role in a proposed Project, are subject
                  to review and concurrence by SBC prior to commencing the
                  project. Each party will advise the other of its intentions to
                  change any personnel that are assigned to SBC no less than
                  forty-five (45) days in advance of such

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

                                     - 52 -
<PAGE>

                                                       Agreement Number 02026713

                  changes, and seek concurrence such party before such changes
                  are made, absent a personnel change due to resignation or
                  personal issues.

         B.       Supplier personnel are under the responsibility of Supplier,
                  and shall perform their assigned tasks at the direction and
                  management of SBC. Supplier will solicit performance feedback
                  from SBC as required herein for purposes of determining SBC
                  satisfaction with the quality of services provided by Supplier
                  personnel.

         C.       [**], shall be at the discretion of [**]. SBC may [**] under
                  the Agreement.

         D.       [**], subject to the following:

                  1. There shall be [**].

                  2. In the event that [**] the parties shall [**].

                  3. [**], Amdocs may [**]

6.3      REPORTING

         A.       All work whether on a time and materials or fixed bid basis
                  will be reported in a standard billing format to be agreed
                  upon.

         B.       Supplier will follow reasonable time reporting practices and
                  guidelines, as specified and/or modified by SBC from time to
                  time and agreed with Supplier, for all time and materials
                  engagements and Projects. In time and materials Projects, (and
                  not fixed price Projects), Amdocs shall describe hours worked
                  reported by personnel level; new development versus
                  maintenance; domestic/offshore hours by release item; and
                  employee, the hours worked and time incurred.

6.4      ACCESS TO SBC FACILITIES

         A.       SBC shall grant Amdocs' personnel such access to the SBC
                  premises and facilities as are reasonably required for Amdocs'
                  performance of its obligations under this Agreement at SBC's
                  site including at no charge to Amdocs, with office space
                  suitable for Amdocs' needs and the following services:
                  computer terminals and associated peripherals including access
                  to E-mail/Internet; a communication line from SBC's premises
                  to Amdocs' relevant development center with minimum capacity
                  to be specified based on the number of users in the
                  development center; reasonable use of telephone, fax, and
                  e-mail for business purposes; and office supplies, equipment
                  and consumables, at SBC's normal standard. Supplier shall have
                  reasonable access to SBC's premises during normal business
                  hours, and at such other times as may be agreed upon by the
                  Parties to enable Supplier to perform its obligations under
                  this Agreement. Supplier shall coordinate such access with
                  SBC's designated representative prior to first visiting such
                  premises and thereafter as agreed by the Parties. Supplier
                  will ensure that

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

                                     - 53 -
<PAGE>

                                                       Agreement Number 02026713

                  only persons employed by Supplier or subcontracted by Supplier
                  will be allowed to enter SBC's premises. If SBC requests
                  Supplier or its subcontractor to discontinue furnishing any
                  person provided by Supplier or its subcontractor from
                  performing Work on SBC's premises due to such person's
                  unacceptable behavior (i.e. a security problem or breach of
                  SBC Code of Conduct, or disruptive behavior), Supplier shall
                  immediately comply with such request. Such person shall leave
                  SBC's premises immediately. Supplier shall not furnish such
                  person again to perform Work on SBC's premises without SBC's
                  written consent. The Parties agree that, where required by
                  governmental regulations, Supplier will submit satisfactory
                  clearance from the U.S. Department of Defense and/or other
                  federal, state or local authorities.

         B.       SBC may require Supplier or its representatives, including
                  employees and subcontractors, to exhibit identification
                  credentials, which SBC may issue to gain access to SBC's
                  premises for the performance of Services. If, for any reason,
                  any Supplier representative is no longer performing such
                  Services, Supplier shall immediately inform SBC. Notification
                  shall be followed by the prompt delivery to SBC of the
                  identification credentials, if issued by SBC. Supplier agrees
                  to comply with SBC's corporate policy requiring Supplier or
                  its representatives, including employees and subcontractors,
                  to exhibit their company photo identification in addition to
                  the SBC issued photo identification when on SBC's premises.

         C.       Supplier shall use reasonable efforts to ensure that its
                  representatives, including employees and subcontractors, while
                  on or off SBC's premises, will perform Work which (i) protect
                  SBC's Material, buildings and structures, (ii) does not
                  interfere with SBC's business operations, and (iii) perform
                  such Services with care and due regard for the safety,
                  convenience and protection of SBC, its employees, and property
                  and in full conformance with the policies specified in the SBC
                  Code of Conduct, which prohibits the possession of a weapon or
                  an implement which can be used as a weapon. SBC acknowledges
                  delivery of, and Supplier acknowledges receipt of, a copy of
                  the SBC Code of Conduct on or prior to the date of execution
                  of this Agreement.

         D.       Supplier shall use reasonable efforts to ensure that all
                  persons furnished by Supplier work harmoniously with all
                  others when on SBC's premises.

6.5      BACKGROUND CHECK

         A.       BACKGROUND CHECK/DRUG SCREENING. [**] under this Agreement
                  [**] the Effective Date of this Agreement) [**]; provided
                  that, [**] in connection with [**] For purposes of this
                  section, [**] under this Agreement.

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

                                     - 54 -
<PAGE>

                                                       Agreement Number 02026713

         B.       For Supplier personnel performing services outside of SBC
                  sites, Supplier shall conduct a reasonable inquiry for each
                  individual providing Services on Amdocs premises to SBC to
                  attempt to identify, inter alia, whether the individual has
                  been convicted of a felony. Supplier agrees that no individual
                  convicted of a felony will knowingly be permitted to provide
                  Services in connection with an Order submitted by SBC without
                  SBC's written consent.

6.6      CONFIDENTIALITY AND INVENTION AGREEMENT

         Supplier shall ensure that all individuals that provide Services under
         this Agreement sign Supplier's confidentiality agreement required of
         all Supplier's employees, and will use reasonable efforts to ensure
         that such individuals shall comply with the confidentiality provisions
         of this Agreement.

6.7      INDEPENDENT CONTRACTOR

         Supplier hereby represents and warrants to SBC that:

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

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

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

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

         E.       Supplier will indemnify, defend and hold SBC harmless in
                  accordance with Section 3.12 from all Liabilities related to
                  Supplier's failure to comply with the immediately preceding
                  paragraph.

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

                                     - 55 -
<PAGE>

                                                       Agreement Number 02026713

6.8      PREVIOUS SERVICES FOR SBC

         Supplier will [**].  Supplier will provide [**].

6.9      WORK DONE BY OTHERS

         If any part of Supplier's Work is dependent upon work done by others,
         including Subcontractors and temporary workers engaged by Amdocs,
         Supplier shall, if (i) the Work is performed by a Subcontractor or
         temporary worker engaged by Amdocs or if (ii) Amdocs is otherwise
         required to do so by SBC as part of supervisory Services it provides
         under an Order hereunder, inspect and promptly report to SBC any defect
         that renders such other work unsuitable for Supplier's proper
         performance. Supplier's silence regarding work done by Supplier's
         Subcontractors or temporary workers shall constitute approval of such
         other work as fit, proper and suitable for Supplier's performance of
         its Work.

6.10     NON-INTERFERENCE WITH EMPLOYEES

         Subject to any restrictions by local laws, [**] of this Agreement, [**]
         with this Agreement.

ARTICLE VII - TRAINING SERVICES

7.1      GENERAL

         Amdocs offers three types of training: (a) generally available,
         pre-scheduled classes with pre-printed curriculae and pre-set
         attendance dates, times and locations; (b) pre-packaged courses that
         are not necessarily pre-scheduled but rather they can be ordered by
         customers or groups of customers; and (c) customized training courses
         that are specifically prepared only in consultation with a particular
         customer via the preparation of an Order.

7.2      TRAINING RATES

         The rates and prices for generally-available pre-scheduled classes
         shall be at the generally-published cost, [**]. The rates and prices
         for all other training programs (types (b) and (c) of Section 7.1)
         shall be determined in the applicable Order, provided however that the
         rates for the instructor's time in the training shall not exceed the
         maximum rate contained in Appendix 1.2(4). SBC shall not be charged any
         expenses in relation to generally-available, pre-scheduled training
         classes. However, SBC shall be responsible for all pre-approved,
         reasonable expenses incurred by Supplier in connection with all other
         training programs (types (b) and (c) of Section 7.1), provided such
         expenses are in accordance with Appendix 1.2(4).

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

                                     - 56 -
<PAGE>

                                                       Agreement Number 02026713

7.3      TRAINING DOCUMENTATION

         All training provided by Supplier pursuant to an Order for such
         services shall include course materials, in printed or machine-readable
         format. SBC may reproduce, archive, and distribute such Documentation
         for its own internal purposes, provided that any reproductions shall
         include any copyright or proprietary notice as contained with the
         materials.

7.4      TERMINATION OF TRAINING COURSES

         The policy for termination (including any termination charges) for
         generally-available, pre-scheduled training shall be in accordance with
         the standard cancellation procedures issued by the Amdocs training
         department in conjunction with the training course schedule and/or
         brochures. With respect to pre-packaged courses (type (b) of Section
         7.1), [**]. With respect to customized training (type (c) of Section
         7.1), any cancellation after execution of the applicable Order will
         require payment of pre-approved expenses and the cost of preparation
         activities which are defined in the Order and incurred prior to the
         date of cancellation.

7.5      TRAINING RECOGNITION

         Upon completion of a training course, Supplier shall inform SBC in
         writing of those students who, in the reasonable judgment of Supplier,
         have satisfactorily completed the course. If requested by SBC, Supplier
         shall furnish a certificate of satisfactory completion for each
         individual who completed the course.

7.6      TRAINING RESTRICTIONS

         Except as may be specified in the applicable Order [**] of the
         Software.

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

                                     - 57 -
<PAGE>

                                                       Agreement Number 02026713

        THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROCEDURE THAT MAY
                           BE ENFORCED BY THE PARTIES.

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

AMDOCS INC.                               SBC SERVICES, INC.

By: /s/ Thomas G. O'Brien                 By: /s/ Maureen P. Merkle
    -------------------------------           --------------------------------

Printed Name: Thomas G. O'Brien           Printed Name: Maureen P. Merkle

Title: Vice President                     Title: Acting President, Procurement

Date:                                     Date:
      -----------------------------             ------------------------------
                             PROPRIETARY INFORMATION
The information contained in this Agreement is not for use or disclosure outside
SBC, Supplier, their Affiliated companies and their third party representatives,
           except under written Agreement by the contracting Parties.

                                     - 58 -

</TEXT>
</DOCUMENT>
